Capital expenditures and changes in the structure

Conclusion of the agreement on the conditional sale of shares in Susmed Spółka z o.o.

In July 2013 Hutmen S.A. entered into a agreement on the conditional sale of shares in Susmed sp. z o.o. In December 2013, an annex to the above agreement was signed, extending the payment for the Company's shares, pursuant to which ownership of the shares will be transferred to the purchaser on or before 31 March 2014, i.e. at the time of fulfilment of the contractual term. In March the deadline for the conclusion of the contract was extended until 30 April 2014.

Increase of capital in Impex – invest Spółka z o.o.

On 19 August 2013, the Extraordinary General Meeting of Impex – invest Spółka z o.o. adopted a resolution to increase the share capital from PLN 27,381,000 to PLN 46,246,000 i.e. by the amount of PLN 18,865,000 through the creation of 18,865 shares with a nominal value of PLN 1,000 each. All new shares were subscribed to by the current shareholder of Impexmetal S.A. and covered by a contribution in the form of 5,500,000 shares in Hutmen S.A. with its registered seat in Warsaw. The capital increase was registered in the commercial register on 4 October 2013.

As of today, the share of Impexmetal S.A. amounts to 78.55% of the share capital and votes at the general meeting, the share of Baterpol S.A. i Wspólnicy Spółka Komandytowa is 21.45% of the share capital and votes at the general meeting.

Disposal by Impexmetal S.A. of shares in SPV Galileo Investment Sp. z o.o. with its seat in Warsaw

On 21 August 2013, Impexmetal S.A. sold to Boryszew S.A. in Sochaczew 50 shares in SPV Galileo Investment Sp. z o.o. with its seat in Warsaw, constituting 100% of the share capital of this Company.

Establishment of Baterpol Recycler Spółka z ograniczoną odpowiedzialnością. S.K.A. based in Katowice.

On 27 August 2013, Baterpol Recycler Sp. z o.o. spółka komandytowo-akcyjna was established, with its registered office in Katowice. The shareholders of the company are: General Partner Baterpol Recycler spółka z o.o. and Shareholder Baterpol S.A. The company was registered in the commercial register on 15 October 2013.

Establishment of SPV Impexmetal Sp. z o.o. with its seat in Warsaw

On 7 October 2013, Impexmetal with partner Boryszew Automotive Plastics Spółka z o.o. based in Toruń, established a new company under the name SPV Impexmetal Spółka z ograniczoną odpowiedzialnością.

This company’s share capital amounts to PLN 100,000. Impexmetal S.A. subscribed to 95 shares with a total value of PLN 95,000, Boryszew Automotive Plastics Spółka z o.o. subscribed to 5 shares with a total value of PLN 5,000. The company was registered in the commercial register on 22 October 2013.

Acquisition by FLT Polska Sp. z o.o. of shares in Metalexfrance S.A. based in Paris

On 15 October 2013 a contract was concluded between FŁT Polska Sp. z o.o. with its registered office in Warsaw, and ZM Silesia S.A. with its registered seat in Katowice, for the purchase of 109,980 shares representing 100% of the share capital of Metalexfrance S.A., based in Paris.

Increase of capital in SPV Impexmetal Spółka z o.o.

On 25 November 2013, the Extraordinary General Meeting of SPV Impexmetal Sp. z o.o. adopted a resolution to increase the share capital from PLN 100,000 to PLN 1,100,000 i.e. by the amount of PLN 1,000,000 through the creation of 1,000 shares with a nominal value of PLN 1,000 each. All new shares were subscribed to by Zakład Utylizacji Odpadów Spółka z o.o. and covered with a non-cash contribution. The capital increase was registered in the commercial register on 13 December 2013.

Today, the share of Impexmetal S.A. in the share capital directly amounts to 8.64% of the capital and votes at the GM, Zakład Utylizacji Odpadów Sp. z o.o. directly holds 90.91% of the capital and votes at the general meeting.

Shareholding structure of Impexmetal S.A.

According to our knowledge, at the date of this report, shareholders holding directly, or indirectly through subsidiaries, at least 5% of the total number of votes at the General Meeting of the Company are:

ShareholdersNumber of sharesShare in the share capitalNumber of votesShare in the total number of votes
Boryszew S.A. 99,052,964 49.53% 99,052,964 49.53%
ING Powszechne Towarzystwo Emerytalne S.A. 16,105,263 8.05% 16,105,263 8.05%
Other shareholders 77,631,773  38.82% 77,631,773 38.82%
Impexmetal S.A. (*) 7,210,000 3.60% 7,210,000 3.60%
All shares/votes 200,000,000 100.00% 200,000,000 100.00%

(*) Shares purchased under the share buyback programme. Impexmetal S.A. does not exercise the voting rights from own shares at the Annual General Meeting.

The Company has no preferred shares. Each share carries one vote at the General Meeting.