being sold was determined in accordance with the rule arising from the Agreement. For details of the transaction, see current
reports No 27/2020 and 4/2021.
CIECH Vitro Sp. o.o. – demerger of the company
On 25 February 2021, the Extraordinary General Meeting was held to resolve on the demerger of the Company by transferring
a part of the assets of the Demerged Company, CIECH Vitrosilicon S.A., to the Acquiring Company, CIECH Vitro Sp. z o.o., in
exchange for the shares to be received by the shareholders of the Demerged Company in the increased share capital of the
Acquiring Company – demerger by spin-off. An organised part of the business (OPB) was spun off from CIECH Vitrosilicon S.A.
The OPB may constitute an independent enterprise independently performing the tasks of production and sales, in particular
of glass packaging in the form of lanterns and utility jars (the "Packaging Business").
The Extraordinary Shareholders’ Meeting of CIECH Vitro sp. z o.o., in connection with the demerger of CIECH Vitrosilicon S.A.
(the “Demerged Company”), increased the share capital of the Company from PLN 5 thousand to PLN 1,135.5 thousand, i.e.
by the amount of PLN 1,130.5 thousand, through the creation of 22,610 new shares in CIECH Vitro sp. z o.o. with a nominal
value of PLN 50 per share and a total nominal value of PLN 1,135.5 thousand, which were granted to shareholders of the
Demerged Company using the following share exchange ratio: 6,679,109 shares in the Demerged Company entitled to the
receipt of 22,610 shares in CIECH Vitro sp. z o.o. (the “Acquirer”) (i.e. 295.4 shares in the Demerged Company entitled to the
receipt of 1 share in the Acquirer) in the following manner:
• CIECH Soda Polska S.A., in exchange for 1,133,246 shares in the Demerged Company (constituting all shares in the De-
merged Company held by CIECH Soda Polska S.A.), took up 13,759 shares in CIECH Vitro sp. z o.o., which were covered
by a part of the OPB acquired from CIECH Vitrosilicon S.A,
• CIECH S.A., in exchange for 728,982 shares in the Demerged Company (representing a part of shares in the Demerged
Company held by CIECH S.A.), took up 8,851 shares in CIECH Vitro sp. z o.o., which were covered by a part of the OPB
acquired from CIECH Vitrosilicon S.A.
As of the date of registration of the share capital increase by the court, the capital structure was as follows:
• CIECH Soda Polska S.A. holds 13,759 shares, representing 60.59% of the share capital,
• CIECH S.A. holds 8,951 shares, representing 39.41% of the share capital.
On 1 April 2021, the Court registered the demerger of CIECH Vitrosilicon S.A., the reduction of the share capital of
CIECH Vitrosilicon S.A. and the increase of the share capital of CIECH Vitro Sp. z o.o.
As of 1 April 2021, CIECH S.A. is the sole shareholder of CIECH Vitrosilicon S.A.
CIECH Trading Sp. z o.o.
On 2 March 2021, the Extraordinary Shareholders’ Meeting of CIECH Trading Sp. z o.o. approved the decision of the Compa-
ny's Management Board to discontinue the business activity specified in the Company's Articles of Association, and obliged
the Company's Management Board to take all necessary actions to cease and wind up the business activity, and upon com-
pletion of the above measures to take a decision to dissolve the Company pursuant to Article 270 of the Code of Commercial
Companies.
On 25 May 2021, two Extraordinary General Meetings of CIECH Trading sp. z o.o. were held regarding cancellation of shares,
i.e: EGM - cancellation against consideration and amendment to the Company's Articles of Association:
1)
• cancellation of 1,524,390 shares in the Company's share capital with a total nominal value of PLN 76,219.5 thousand
in exchange for consideration of PLN 9.84 per canceled share, i.e. for total consideration amounting to
PLN 15,000 thousand by way of purchase of the above shares on the basis of an agreement to sell the shares by the
Company against the above consideration,
• The Management Board of the Company was authorised to purchase the shares (conclude an agreement) in order
to cancel them,
• the share capital will be reduced from PLN 107,455.4 thousand (by PLN 76,219.5 thousand) to PLN 31,235.9 thou-
sand through the cancellation of 1,524,390 shares with a total value of PLN 76,219.5 thousand. Following the re-
duction of the Company's share capital, it will be divided into 624,718 shares,
• the Company's Articles of Association will be amended.
2) EGM – cancellation without consideration and amendment to the Company's Articles of Association: