Legal basis : art. 70 (1) of the Act on Public Offering - acquisition or disposal of a significant holding
Subject: Receipt of a notification pursuant to Article 70 (1) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies
Acting pursuant to Article 70 (1) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies (Journal of Laws No. 184, item 1539 as amended), J.W. Construction Holding S.A. with its registered office in Ząbki ("Company"), hereby informs that on January 2, 2020 it received the following notification from Mr Józef Wojciechowski:
„NOTIFICATION OF A CHANGE IN THE STATE OF THE SHARES HELD
('Notification')
I, the undersigned, Józef Kazimierz Wojciechowski (hereinafter "Shareholder"), acting in my own name, pursuant to Article 69 (1)(1) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies (consolidated text: Journal of Laws of 2016, item 1639 as amended) (hereinafter "Act on Public Offering"), hereby notify of a change in the current holding of shares in J.W. Construction Holding S.A. (hereinafter "Company").
The change in the holding of the Company shares by the Shareholder occurred as a
result of:
1) settlement of the transactions concluded on 27 December 2019, of which the Company informed RB 67/2019, resulting in the acquisition by the Company - a subsidiary of a Shareholder - a total of 4,405,231 (say: four million four hundred and five thousand two hundred and thirty-one) own shares, constituting 4.96 % of the Company's share capital, giving the right to 4,405,231 (say: four million four hundred and five thousand two hundred and thirty-one) votes at the Company's General Meeting, which constitutes 4.96 % of the total number of votes in the Company;
2) settlement of the sale transaction concluded on 27 December 2019 by the Shareholder to the Company, in response to the invitation to sell shares for redemption, 3,500,000 (say: three million five hundred thousand) shares of the Company constituting approx. 3.94 % of the Company's share capital, giving the right to 3,500,000 (say: three million five hundred thousand) votes at the Company's General Meeting of Shareholders, constituting approx. 3.94 % of the total number of votes in the Company.
Prior to the change, the Shareholder held a total of 81,507,617 (eighty-one million five hundred and seven thousand six hundred and seventeen) shares in the Company, representing approximately 91.73% of the Company's share capital and entitling to 81,507,617 (eighty-one million five hundred and seven thousand six hundred and seventeen) votes at the Company's General Meeting of Shareholders, which constituted approx. 91.73 % of the total number of votes in the Company, whereof:
- directly 32,094,963 ( say: thirty two million ninety four thousand nine hundred and sixty three) shares of the Company, constituting approx. 36.12 % of the Company's share capital, entitling to 32,094,963 (say: thirty-two million ninetyfour thousand nine hundred and sixty-three) votes at the Company's General Meeting, constituting approx. 36.12 % of the total number of votes in the Company.
- indirectly - through EHT S.A. with its registered office in Luxembourg being a 100% subsidiary of the Shareholder, the Shareholder held 47,846,225 (say: forty seven million eight hundred and forty six thousand two hundred and twenty five) shares of the Company, constituting approx. 53.84% of the Company's share capital, entitling to 47,846,225 (say: forty-seven million eight hundred and forty-six thousand two hundred and twenty-five) votes at the Company's General Meeting, constituting approx. 53.84% of the total number of votes in the Company, and
- through J.W. Construction Holding S.A. with its registered office in Ząbki, a subsidiary of the Shareholder, the Shareholder held 1,566,429 (say: one million five hundred sixty six thousand four hundred twenty nine) shares of the Company, constituting approx. 1.76 % of the Company's share capital, entitling to 1,566,429 (say: one million five hundred sixty six thousand four hundred twenty nine) votes at the Company's General Meeting, constituting approx. 1.76% of the total number of votes in the Company
Currently, the Shareholder holds a total of 82,412,848 (say: eighty-two million four hundred and twelve thousand eight hundred and forty-eight) shares in the Company, constituting approx. 92.75% of the Company's share capital, entitling to 82,412,848 ( say: eighty-two million four hundred and twelve thousand eight hundred and forty-eight) votes at the Company's General Meeting, constituting approx. 92.75% of the total number of votes in the Company:
- directly 28,594,963 ( say: twenty-eight million five hundred and ninety-four thousand nine hundred and sixty-three) shares of the Company, constituting approx. 32,18 % of the Company's share capital, entitling to 28,594,963 ( say: twenty-eight million five hundred and ninety-four thousand nine hundred and sixtythree) votes at the Company's General Meeting, constituting approx. 32.18% of the total number of votes in the Company;
- indirectly - through EHT S.A. with its registered office in Luxembourg being a 100% subsidiary of the Shareholder, the Shareholder holds 47,846,225 ( say: forty seven million eight hundred and forty six thousand two hundred and twenty five) shares of the Company, constituting approx. 53.84% of the Company's share capital, entitling to 47,846,225 (say: forty-seven million eight hundred and forty-six thousand two hundred and twenty-five) votes at the Company's General Meeting, constituting approx. 53.84% of the total number of votes in the Company. As of the date of submitting this Notification, EHT S.A. with its registered office in Luxembourg holds directly 47,846,225 ( say: forty-seven million eight hundred and forty-six thousand two hundred and twenty-five) shares in the Company, constituting approx. 53.84% of the Company's share capital, entitling to 47,846,225 ( say: forty-seven million eight hundred and forty-six thousand two hundred and twenty-five) votes at the Company's General Meeting, constituting approx. 53.84% of the total number of votes in the Company, and
- through J.W. Construction Holding S.A. with its registered office in Ząbki, a subsidiary of the Shareholder, the Shareholder holds 5,971,660 ( say: five million nine hundred seventy-one thousand six hundred sixty) shares of the Company, constituting approx. 6.72 % of the Company's share capital, entitling to 5,971,660 ( say: five million nine hundred and seventy-one thousand six hundred and sixty) votes at the Company's General Meeting, constituting approx. 6.72 % of the total number of votes in the Company.
The Shareholder declares that he is not a party to any agreements whose object is to transfer the right to exercise voting rights in the Company to the persons referred to in Art. 87 ( 1) of the Act on Public Offering.