Increase in shares at Polymus to 99%
The Management Board of the Company concluded an agreement concerning settlement of conditions regarding increase of Arteria S.A. interest in Polymus Sp. z o.o. from 89% to 99% of votes at the General Meeting of the Shareholders. The said agreement changes information included in the current report no. 53/2008 dated 16 July 2008, in which the Management Board of Arteria S.A. informed about purchase of shares at Polymus Sp. z o.o.
1.Name and basic information about the subject purchasing assets: Arteria S.A. with its registered office at ul. Jana Rosoła 10, 02-797 Warszawa.
2.Basic information about the subject selling assets: Mr. Tomasz Makaruk, holding a position of the President of the Board of Polymus Sp. z o.o.
3.Subject of the agreement: Settlement of conditions pursuant to which Mr. Tomasz Makaruk shall transfer ownership rights to 40 shares to Arteria S.A.
Conclusion of this agreement constitutes part of motivational programme, created by Arteria S.A. for Mt. Tomasz Makaruk, in order to make the President of the Board personally interested in increasing value of the Company. Mr. Tomasz Makaruk assumed an obligation towards Arteria S.A. to hold a position of the President of the Board and indeed manage Polymus Sp. z o.o. to the moment of transferring rights to all his shares.
4.Basic characteristic of the sold assets: The sold assets constitute shares at Polymus Sp. z o.o., with its registered office in Warsaw, at ul. Bobrowiecka 1A, registered in the District Court for the Capital City of Warsaw, XIII Economic Department of the National Court Register, under the KRS number 0000130522, with a nominal value of PLN 500.00 (say: five hundred złoty) each.
5.Sale price and payment conditions: Sale price of 20 shares, which shall take place in 2009, amounts to PLN 325,000.00, that is PLN 16,250.00 per one share. Shares sale price for years 2010 and 2011 depends on results obtained by Polymus Sp. z o.o. in the next financial years.
6.Date and manner of selling assets: Transfer of ownership rights to indicated shares to Arteria S.A. shall take place according to the following schedule:
20 shares by 30 June 2009,
10 shares by 7 July 2010,
10 shares by 7 July 2011.
7.Characteristics of relationship between the Seller and the Buyer: The Buyer, that is Arteria S.A., on the day of signing the abovementioned condition possessed 356 shares in Polymus Sp. z o.o., for which it was a dominant subject. The Seller, that is Mr. Tomasz Makaruk, holds a position of the President of the Board of Polymus Sp. z o.o. Due to sale of his assets to Arteria S.A., the share of the dominant subject in Polymus Sp. z o.o. shall be increased to 99%.
8.The criterion, on which acknowledgement of high-value assets is based: As a result of purchase of 89% of shares at Polymus Sp. z o.o., as described in the current report no. 53/2008 dated 16 July 2008, Arteria S.A. purchased assets constituting over 10% of its equity capital. The said agreement, regarding purchase of shares belonging to Mr. Tomasz Makaruk, increased this share to 99%.