The table below lists shareholders holding as at 31 December 2015 and on the date of this report, directly or indirectly, significant equity stakes.
Table no. 1 Shareholders holding, directly or indirectly, significant equity stakes
|% of share capital||Number of votes||% of votes|
|1.||State Treasury||526 848 384*||30.06%||526 848 384||30.06%|
|2.||KGHM Polska Miedź S.A.||182 110 566**||10.39%||182 110 566||10.39%|
Otwarty Fundusz Emerytalny (Open-end Pension Fund)
(formerly: ING Otwarty
|88 742 929***||5.06%||88 742 929||5.06%|
*in accordance with the shareholder’s notification of 28 February 2013
**in accordance with the shareholder’s notification of 23 March 2011
***in accordance with the shareholder’s notification of 28 December 2011
Voting right limitations are included in § 10 of the Company’s Articles of Association, available on the Company’s website, are as follows.
- The voting rights of shareholders holding over 10% of the total votes in the Company are limited so that no shareholder can exercise more than 10% of the total votes at the General Meeting.
- The voting right limitation in item 1 above does not apply to the State Treasury and its subsidiaries as long as the State Treasury and its subsidiaries hold at least 25% of the total votes.
- The votes held by controlling and subsidiary shareholders within the meaning of § 10 of the Articles of Association (Group of Shareholders) are added together; if the cumulative number of votes exceeds 10% of the total votes, the total number is reduced. Items 6 and 7 below define these rules of votes.
- According to § 10 of the Articles of Association, a shareholder means every person, including its parent company and subsidiary entitled, directly or indirectly, to hold voting rights at the General Meeting under any legal title; it also applies to persons who do not hold any shares, and in particular to users, pledgees, persons entitled under a depositary receipt according to the Act of 29 July 2005 on financial instruments trading, as well as persons entitled to take part in a General Meeting despite having disposed of shares after the date of establishing the right to participate in a General Meeting.
- A parent company and a subsidiary, for the purposes of § 10 of the Articles of Association are, respectively, understood as a person that:
- is a dominant entity, subsidiary or both a dominant entity and a subsidiary within the meaning of the Act of 16 February 2007 on competition and consumer protection or,
- is a parent company, a higher level parent company, a subsidiary, a lower level subsidiary or both a parent company (including a higher level parent company) and a subsidiary (including a lower level subsidiary or co-subsidiary) within the meaning of the Accounting Act of 29 September 1994, or
- exerts (as a parent company) or is subject to influence (as a subsidiary) within the meaning of the Act of 22 September 2006 on the transparency of financial relationships between public bodies and public entities and on financial transparency of some businesses, or
- whose directly or indirectly held votes are treated cumulatively with the votes of some other person or persons under the the Act of 29 July 2005 on public offering and conditions of introducing financial instruments to an organised trading system and on public companies in connection with holding, disposal or acquisition of significant equity stakes.
- The accumulation of votes entails aggregating the number of votes held by individual shareholders belonging to a Group of Shareholder.
- The reduction of votes entails decreasing the total number of votes eligible for voting by shareholders belonging to a Group of Shareholders at a General Meeting to 10% of the total number of votes. Votes are reduced as follows:
- the number of votes held by the shareholder with the largest number of votes in Group of Shareholders is reduced by the surplus above the 10% of votes held by members of the Group of Shareholders,
- if, despite reducing the number of votes as above, the total number of votes held by belonging to the Group of Shareholders exceeds 10%, the votes held by other shareholders belonging to the Group of Shareholders are also reduced. Their votes are reduced starting from the shareholder with the highest number of votes. Votes are reduced until the total number of votes held by shareholders belonging to the Group of Shareholders does not exceed 10% of the total number of votes,
- in each case shareholders whose voting rights have been limited retain the right to exercise at least one vote,
- these voting right limitations also apply to shareholders not in attendance at a General Meeting.
- Each shareholder holding, directly or indirectly, more than 10% of the total number of votes and intending to participate in a General Meeting, whether directly or by proxy, is obliged to notify the Management Board or the Chairperson of the General Meeting thereof without giving the separate notice referred to in item 9 below.
- Notwithstanding the provisions of item 8 above, in order to determine the basis for adding or subtracting votes, Company shareholders, the Management Board, the Supervisory Board and their individual members have the right to request that a given Company shareholder provide information on whether it is a parent or subsidiary of another shareholder within the meaning of § 10 of the Company’s Articles of Association. This power also includes the right to request disclosure of the number of votes a Company shareholder holds independently or jointly with other Company shareholders.
- A person who fails to fulfil or improperly fulfils this reporting duty under items 8 and 9 above may only vote one share until it remedies the improper performance of this reporting duty; this person’s exercise of voting rights on other shares is ineffective.