Sale of 100% of Polkomtel S.A. shares to Spartan Capital Holdings Sp. z o.o.

Wednesday, 09 November, 2011
Report no. 35/2011

The Management Board of KGHM Polska Miedź S.A. (“KGHM”) announces that on 9 November 2011 it transferred the ownership of 5,000,266 ordinary registered shares of Polkomtel S.A., with a nominal value of PLN 100 per share, representing 24.39% of the registered capital of Polkomtel S.A. and 24.39% of the total number of votes at Polkomtel S.A.’s general meeting (“Shares”), to Spartan Capital Holdings Sp. z o.o., the special purpose vehicle controlled by Mr. Zygmunt Solorz-Żak, as the purchaser (“Purchaser”). 

The transfer of shares took place on the basis of the agreement, signed today, for the sale of Polkomtel S.A.’s shares, which was in performance of the preliminary agreement for the sale of 100% of Polkomtel S.A.’s shares (“Agreement”) signed on 30 June 2011 between KGHM, Polski Koncern Naftowy ORLEN S.A., PGE Polska Grupa Energetyczna S.A., Vodafone Americas Inc, Vodafone International Holdings B.V. and Węglokoks S.A. as the sellers (“Sellers”), and the Purchaser (information on the Agreement was provided by the Company in the current report no. 20/2011 dated 30 June 2011). 
The price for the Shares paid in cash by the Purchaser to KGHM amounted to PLN 3,672,146,567. 
The carriyng amount of the Shares in the accounts of KGHM as of 30 September 2011 amounted to PLN 1,159,946,626.77. 
Following the completion of the aforementioned transaction and the acquisition by Spartan Capital Holdings Sp. z o.o. of the Shares, KGHM holds no shares in Polkomtel S.A. 
Polkomtel S.A. is a telecommunications operator in Poland and provides voice and data services through a wide range of wireless and broadband solutions. 
There are no relations between KGHM, the managing and supervising personnel of KGHM and the Purchaser. 

In accordance with the “Decree of the Minister of Finance dated 19 February 2009 regarding current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws from 2009 No. 33, item 259 with subsequent amendments)” the Shares constitute “significant asset” due to the fact that their value exceeds 10% of KGHM equity. 

See also: current report no. 19/2006 dated 10 March 2006, current report no. 51/2008 dated 21 November 2008, current report no. 53/2008 dated 18 December 2008, current report no. 20/2011 dated 30 June 2011 and current report no. 34/2011 dated 24 October 2011. 



Legal basis: § 5 sec. 1 point 1 of the Decree of the Minister of Finance dated 19 February 2009 regarding current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws from 2009 No. 33, item 259 with subsequent amendments).