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The resolutions of the EGSM

Raporty bieżące (ENG) 2004-07-14

The Management Board of STALEXPORT SA informs that on 14.07.2004 the EGSM of STALEXPORT SA was held.
The shareholders, participating in the Meeting, represented 13 616 303 shares /votes, what constituted 12,63 % of the company?s equity.
The following shareholders registered more than 5% share in the equity:

  • PKO Bank Polski SA ? 7.654.779 i.e 7,10 %
  • Bank Zachodni WBK - 5.900.325 i.e. 5,48 %

Simultaneously the Management Board informs that the following resolutions were passed during the EGSM:
Resolution no 1
In regard to: the election of the Scrutinisers
The Extraordinary General Meeting of Shareholders decides ? according to § 10a of the Regulations of the General Meeting of the Shareholders ? not to elect the Scrutinisers and to authorize the Chairman of the EGSM to sign the printed results of the voting.
Resolution no 2
In regard to: a consent to conclude an Investment Underwriting Agreement
On the basis of art 78 of the Act: the Law on Public Trading of Securities, the Extraordinary General Meeting of Shareholders gives its consent and authorises the Management Board to conclude the Investment Underwriting Agreements, regarding the shares issued within the target capital - on the basis of the authorisation granted the Management Board, by changing the Charter of the Company made by the Extraordinary General Shareholders Meeting on 13.05.2004, registered on 2.06.2004.
The Management Board Information regarding the Investment Underwriting Agreement
It is envisaged that a considerable part of the new issue of shares of STALEXPORT S.A. will be directed to the institutional investors.
This part of the offer would be guaranteed, i.e. covered by the Investment Underwriting Agreement, providing the institutional investors are disclosed during the book building, which at the certain issue price would be satisfactory for the Offering party and the Company, both in qualitative and quantitative respect.
The guarantee, in part of the Offer directed to the institutional investors, would regards the payment of share price by the investors, that submitted the declarations during the book building and to which the shares were allotted. In case the shares were not paid by the investor, to which the shares were preliminary allotted, the shares would be subscribed by the members of the guarantor ? the Investment Underwriter. The institutional investors (OFE, TFI etc.) are used to such service standard, that they do not pay for the shares, the moment they submit the book-building declaration, but after being informed about the number of shares allotment (i.e. they pay for the shares allotted, already after the possible reduction).
If there was not an Investment Underwriting Agreement and one of the investors would not pay for the allotted shares, the whole issue would not be sold, then there would be no possibility to offer these shares to anyone else.
The conclusion of the Investment Underwriting Agreement secures the Company against that risk.

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