The Management Board of TOYA S.A. („Company”) hereby informs that on 18 February 2013 it has adopted a resolution in the form of authenticated deed, concerning the increase of Company’s share capital by issuing shares series F within authorized capital and a resolution concerning the exclusion of subscription right for new shares series F by existing shareholders.
The Management Board, acting on the base of received authorization in § 7 points 5-7 of Companys’ Articles of Associations has increased the share capital from PLN 7 521 358,90 (seven million five hundred twenty one thousands three hundred fifty eight zloty 90/100) to PLN 7 540 237,50 (seven million five hundred forty thousand two hundred thirty seven zloty 50/100) that is by PLN 18 878,60 (eighteen thousands eight hundred seventy eight zloty 60/100), by way of issue 188 786 ordinary bearer shares series F (one hundred eighty eight thousands seven hundred eighty six) numbered from 1 to 188 786 with par value of PLN 0.1 (ten cents) each and issue price of PLN 0.1 (ten cents) per share.
The share capital is increased in order to offer shares to Supervisory Board Members in the private subscription. Persons entitled to subscribe for shares series F are exclusively the Supervisory Board Members listed in the Resolution No. 10 of the Ordinary General Shareholders Meeting dated 23 May 2011 concerning the repeal of the Resolution No. 12 of the Extraordinary General Shareholders Meeting dated 14 February 2011 and concerning the remuneration of the Supervisory Board. An entitled person may transfer his right to acquire shares onto other persons or entities as provided for in the abovementioned resolution, by providing the Company with the written instruction.
The term to exercise right to acquire shares series F and sign the agreement to acquire those shares expires on 25 May 2013.
The shares series F shall participate in the dividend distribution based on the following rules:
a) shares series F issued or entered on the securities account of the given shareholder by or on the dividend date set by the resolution of the Company’s General Shareholders Meeting concerning the dividend distribution shall participate in the dividend staring from the net profit for the preceding financial year, that is from 1 January of the year directly preceding the year when new shares have been issued or entered on the securities account.
b) shares series F issued or entered on the securities account of the given shareholder after the dividend date set by the resolution of the Company’s General Shareholders Meeting concerning the dividend distribution shall participate in the dividend starting from the year during which new shares have been issued or entered on the securities account, that is from 1 January of the given financial year.
After registration of the new shares by the Court, the Company will apply for admission of the shares series F to trading in the regulated market on Warsaw Stock Exchange.
Following the resolution of the Supervisory Board dated 15 January 2013 concerning the approval of the exclusion of subscription right for new shares series F by existing shareholders, the Management Board has excluded existing shareholders from the right to subscribe for shares series F. The exclusion is justified by the fact, that shares series F shall be offered to entitled members of the Supervisory Board, following the Resolution No. 10 of the Ordinary General Shareholders Meeting dated 23 May 2011 concerning the repeal of the Resolution No. 12 of the Extraordinary General Shareholders Meeting dated 14 February 2011 and concerning the remuneration of the Supervisory Board.
Legal basis: Art. 56 point 1.1 of the Act on Public Offering – confidential information