21 April 2010
Current report 23/2010
Convening of the Ordinary General Meeting of the Company
Article 56.1 point 2 of the Act on Public Offering- current and periodic information
Acting pursuant to the Article 38 section 1 items 1,2 and 3 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state, dated on19 February 2009 (Journal of Lawsof 2009 No.33, item 259 of 28 February 2009) J.W. Construction Holding S.A. ("the Company") reports that the Company convenes the Ordinary General Meeting of the Shareholders to be held on 18 May 2010 at 12:00 a.m in the Company's seat in Radzymińska 326 Street, Ząbki.
The Ordinary General Shareholders Meeting is convened, but not exclusively, in order to pass resolutions mentioned in the Article 395.2 and 5 of Polish Commercial Companies Code as contained in the agenda of the Ordinary General Meeting, and in order to pass resolutions regarding the issuance of bonds convertible to shares of Series D, conditional share capital increase, the total exclusion of pre-emptive rights of the existing Shareholders inrespect of new shares and convertible debentures, and changes of the Articles of Association.
Within the convertible bonds issue, the Company intends to acquire 120,000,000towards conducting its business, in particular to finance new housing and commercial projects or acquisition of companies operating in construction and assembly sector.
In case of bonds issue, the bond holders shall be entitled to have a right to convert the bonds to the shares of Series D, on terms to be determined by the Management Board of the Company. In this connection, the Company increases the share capital conditionally through issuaing up to 6,900,000 shares on the bearer D series shares with a nominal value PLN 0.20 each. Detailed conditions for issuance, including the interest rate, maturity bonds (no longer than five years form the date of issue) and the principle of conversion will be determined by the Management Board.