2018-02-09 08:49

The Management Board of PCC Intermodal S.A. (the “Company”) informs that on 8 February 2018 it received, pursuant to Article 69 section 1 point 1 and in relation to Article 87 section 1 point 5 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Journal of Laws of 2016, item 1639, as amended) (the “Act on Public Offering”), notification from PCC SE with its registered office in Duisburg, Moerser Straße 149, 47198 Duisburg, Germany, registered with the commercial register at the Duisburg Local Court (Amtsgericht), under number HRB 19088 (“PCC”) on exceeding the threshold of 90% of the total number of votes in the Company with the conclusion on February 7, 2018 by PCC, Hupac Ltd., Dariusz Stefański and Adam Adamek (“Shareholders”) of the shareholder agreement of the Company (“Shareholders Agreement”) within the meaning of art. 87 section 1 point 5 of the Public Offering. The notification was submitted by PCC on behalf of all Shareholders on the basis of an authorization included in the Shareholders Agreement and Article 87 paragraph 3 of the Public Offering Act.

In connection with the conclusion of the Shareholders Agreement, the participation in the total number of votes at the Company’s General Meeting of Shareholders of participants of the Shareholders Agreement shall be changed as follows.

Before the conclusion of the Acting-in-Concert Agreement:
1. PCC owned 59,430,101 shares representing 76.62% share in the Company’s share capital, entitling to 91,969,433 votes at the Company’s shareholders meeting representing 83.53% of the total number of votes;
2. Hupac Ltd. owned 10,809,000 shares representing 13.93% share in the Company’s share capital, entitling to 10,809,000 votes at the Company’s shareholders meeting representing 9.81% of the total number of votes;
3. Dariusz Stefański owned 756,000 shares representing 0.97% share in the Company’s share capital, entitling to 756,000 votes at the Company’s shareholders meeting representing 0.69% of the total number of votes; and
4. Adam Adamek owned 485,291 shares representing 0.63% share in the Company’s share capital, entitling to 485,291 votes at the Company’s shareholders meeting representing 0.44% of the total number of votes.

Pursuant to Article 87 section 1 point 5 of the Public Offering Act in connection with the Acting-in-Concert Agreement, the Shareholders now jointly own 71,480,392 shares representing 92.15% share in the Company’s share capital, entitling to 104,019,724 votes at the Company’s shareholders meeting representing 94.47% of the total number of votes.

The shareholders do not have any subsidiaries holding shares of the Company.

None of the Shareholders concluded an agreement referred to in Article 87 section 1 point 3 letter c) of the Public Offering Act, i.e. agreement regarding transfer of the right to exercise the voting right.

None of the Shareholders own financial instruments which after its due date unconditionally entitle or oblige their holder to purchase shares with voting rights issued by the Company, referred to in Article 69b section 1 point 1 of the Public Offering Act.

None of the Shareholders own financial instruments which refer to indirectly or directly Company’s shares and have financial effects similar to those mentioned in the preceding sentence, referred to in Article 69b section 1 point 2 of the Public Offering Act.

Legal ground: Art. 70 point 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Dz. U. of 2016, item 1639).