Purchase of shares of Polkomtel S.A. from TDC Mobile International A/S (TDC A/S)

Thursday, 18 December, 2008
Report no. 53/2008

The Management Board of KGHM Polska Miedź S.A. hereby announces that on 18 December 2008 the purchase by KGHM Polska Miedź S.A. of the shares of Polkomtel S.A. from TDC Mobile International A/S (TDC A/S) (“TDC”) was settled, based on the Agreement on the Acceptance of the Offer and Conditional Transfer of Shares in Polkomtel S.A., dated 10 March 2006, executed by KGHM Polska Miedź S.A., PKN ORLEN S.A., Polskie Sieci Elektroenergetyczne S.A. (currently PGE Polska Grupa Energetyczna S.A.) and WĘGLOKOKS S.A., as the purchasers, and TDC Mobile International A/S (currently TDC), as the seller. 

As a result of the settlement of this transaction, KGHM Polska Miedź S.A. has acquired 980 486 ordinary registered shares in Polkomtel S.A., with a nominal value of PLN 100 each, representing approx. 4.78% of the share capital of Polkomtel S.A., for a purchase price of EUR 180.50 per share (the equivalent of PLN 753.41 pursuant to the National Bank of Poland exchange rate for EUR/PLN of 18 December 2008), i.e. for an aggregate purchase price of EUR 176 977 723 (the equivalent of PLN 738 705 016 pursuant to the National Bank of Poland exchange rate for EUR/PLN of 18 December 2008). The purchase price for the shares of Polkomtel S.A. acquired by KGHM Polska Miedź S.A. was paid for in cash. The carrying amount of the shares of Polkomtel S.A. acquired by KGHM Polska Miedź S.A. will be recognised in the accounts of KGHM Polska Miedź S.A. at purchase cost, including transaction costs. As a result of settlement of this transaction, KGHM Polska Miedź S.A. holds 24.39% of the share capital of Polkomtel S.A. 

The other shareholders of Polkomtel S.A. (including Vodafone Americas Inc. via Vodafone International Holdings B.V., a member of the Vodafone Group) have also acquired today the shares of Polkomtel S.A. held by TDC. The shareholders acquired a total of 4 019 780 ordinary registered shares of Polkomtel S.A., jointly with the shares acquired by KGHM Polska Miedź S.A., from TDC in a proportion equal to the percentage of the shares held by each shareholder in Polkomtel S.A. 
Currently the Polish shareholders, i.e. KGHM Polska Miedź S.A., PKN ORLEN S.A., PGE Polska Grupa Energetyczna S.A. and WĘGLOKOKS S.A. hold in aggregate more than 75% of the total number of shares of Polkomtel S.A. 

See also: current report No. 19/2006 dated 10 March 2006 and current report No. 51/2008 dated 21 November 2008. 

Legal basis: art. 56 sec. 1 point 1 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)