The preliminary conditions of issuing the Company’s shares by the Industrial Development Agency and bondholders of the Company

Current report no. 91/2012

The Management Board of Polimex-Mostostal S.A. (“Company”) with its registered office in Warsaw at ul. Czackiego 15/17 informs that due to the ongoing talks with the Company’s creditors, shareholders and prospective investors – the Industrial Development Agency S.A. (“ARP”), as well as in connection with the current report no.74 of 19 September 2012 related to signing a letter of intent with ARP, on 11 October 2012 the Company received a letter with the stand of the ARP on financial terms and conditions of the ARP’s interest in issuing the Company’s shares which will be the put to a vote on the Company’s General Meeting that is convened on 15 October 2012. In accordance with the received stand, ARP has defined the financial terms and conditions of interest in planned issuing of Company’s shares at the maximum level of PLN 0.50 per one Company’s share with ARP’s exposure at the maximum level of PLN 250,000.000,00, which will enable ARP to obtain 32.99% of votes at the Company’s General Meeting.

 

ARP intends, in case of taking up subscription warrants, which may be issued by the Company on the basis of the proposed resolution of the General Meeting regarding conditional increase in the share capital by issuing Series O Shares, that their price taken in exercising subscription warrants would not be higher than PLN 0.50 per one Company’s share for the period of 6 (six) months from the day of registering by the court of conditional increase in the Company’s share capital by issuing Series O Shares.

 

Furthermore, the Management Board of the Company informs that on 11 October 2012 it received the stand of the Company’s bondholders, who are the party to the Standstill Contract of 24 July 2012, in which the bondholders defined the financial terms and conditions of the interest in the conversion of their receivables resulting from bonds into the Company’s share capital (issuing of Series M Shares) on the level equal to the price of one Company’s share offered to ARP, increased by 20%.