Lifting of the injunction on the shares of Polkomtel S.A.

Friday, 21 November, 2008
Report no. 51/2008

The Management Board of KGHM Polska Miedź S.A. hereby announces that on 21 November 2008 the District Court in Warsaw issued a decision on cancellation of the prior decision of the Court dated 24 February 2006 prohibiting, among others, sale of the shares of Polkomtel S.A held by TDC A/S. Once this decision becomes legally binding, the condition precedent of the “Agreement on the Acceptance of the Offer and Conditional Transfer of Shares in Polkomtel S.A.” dated 10 March 2006 between KGHM Polska Miedź S.A., PKN ORLEN S.A., PGE Polska Grupa Energetyczna S.A. (former PSE S.A.) and Węglokoks S.A., as the purchasers, and TDC A/S, as the seller (the “Agreement”) shall be met.

The lifting of the above-mentioned injunction is a consequence of the partial verdict dated 25 March 2008 and the final verdict dated 6 November 2008 issued by the International Court of Arbitration of the Federal Chamber of Commerce in Vienna on the claim of Vodafone Americas Inc. In these verdicts the Court of Arbitration dismissed all claims of Vodafone Americas Inc. which could have blocked acquisition by the Polish shareholders of Polkomtel S.A. of the respective portion of the shares of this company held by TDC A/S.

  • In an agreement signed on 19 November 2008, all of the shareholders of Polkomtel S.A. - KGHM Polska Miedź S.A., PKN ORLEN S.A., PGE Polska Grupa Energetyczna S.A., Węglokoks S.A., TDC A/S and Vodafone Americas Inc. consented to the purchase by Vodafone Americas Inc. of shares in Polkomtel S.A. from TDC A/S, to which it was entitled, via another member of the Vodafone Group (the “Agreement dated 19 November 2008”). Pursuant to the Agreement dated 19 November 2008, Vodafone Americas Inc. commited to submit a request to the District Court in Warsaw respecting lifting of the injunction on the shares of Polkomtel S.A. held by TDC A/S, which was imposed by a decision of the District Court in Warsaw dated 24 February 2006 prohibiting TDC A/S from selling such shares to KGHM Polska Miedź S.A., PKN ORLEN S.A., PGE Polska Grupa Energetyczna S.A. and Węglokoks S.A.


Once the decision of the District Court in Warsaw becomes legally binding, the Agreement respecting the purchase by KGHM Polska Miedź S.A. of 980 486 shares of Polkomtel S.A., representing approx. 4.78% of the share capital of Polkomtel S.A. may be realised. KGHM Polska Miedź S.A. intends to conclude the purchase transaction for the shares of Polkomtel S.A. by the end of 2008.

See also: current report No. 19/2006 dated 10 March 2006.

Legal basis: art. 56 sec. 5 of the Act dated 29 July 2005 on public offerings and conditions governing the introduction of financial instruments to organised trading, and on public companies (Journal of Laws No. 184, item 1539)