The above representation was made in consequence of exercise of the resolution adopted on 1 September 2011 by the Company’s management board regarding the detailed terms and conditions of issuance of the series I subscription warrants (the “Subscription Warrants”), offering the Subscription Warrants, defining the detailed contents of the collective certificate of the Subscription Warrants and establishment of the issue price for the series C shares issued to holders of the Subscription Warrants (the “Management Board Resolution”) (the Company informed about the said resolution in the Current Report No. 89/2011), and in relation to the resolution of the Extraordinary General Meeting dated 9 May 2011 regarding the issuance of subscription warrants, conditional increase of the Company’s share capital, exclusion of the pre-emptive rights of the existing Company shareholders and amendment of the Company’s articles of association (statut) (the “Issue Resolution”)(published in the current report No. 35/2011).

Tabacchi paid for the 4,400,000 series C shares by setting off the mutual receivables of the Company and Tabacchi. On 6 September 2011 the Company and Tabacchi executed a receivables set off agreement whereunder the Company and Tabacchi set off the due and payable receivable of the Company against Tabacchi for subscription for the series C shares of PLN 44,000,000 with the due and payable cash receivables of Tabacchi against Petrolinvest having the total value of at least PLN 44,000,000 under the share purchase agreement regarding the shares in Silurian Sp. z o.o. (“Silurian”) executed on 23 August 2011 with Tabacchi (“Silurian SPA”) (the Company informed of execution of that agreement in the Current Report No. 83/2011). In result of the set off the entire cash contribution due to the Company from Tabacchi with respect to payment for the 4,400,000 series C shares in the Company subscribed for by Tabacchi has been made.
Moreover, the Company’s management board informs that on 6 September 2011 the Company received from Tabacchi:
(i) notice of execution by Tabacchi with a third party (“Entity 1”), on 6 September 2011, of an agreement whereunder Tabacchi assigned to the Entity 1 cash receivables of PLN 44,000,000 against Petrolinvest under the Silurian SPA (the “Assignment Agreement 1”) and notice of transfer by Tabacchi to the Entity 1 of the rights attached to 4,400,000 Subscription Warrants;
(ii) notice of execution by Tabacchi with a third party (“Entity 2”), on 6 September 2011, of an agreement whereunder Tabacchi assigned to the Entity 2 cash receivables of PLN 6,000,000 owned by Tabacchi against Petrolinvest under the Silurian SPA (the “Assignment Agreement 2”) and notice of transfer by Tabacchi to the Entity 2 of the rights attached to 600,000 Subscription Warrants.
On the same date, i.e. 6 September 2011, the Company received from the above third parties notices of subscription for 4,400,000 and 600,000, respectively, series C shares in the Company issued to holders of Subscription Warrants.

The payments for the coverage of the 4,400,000 series C shares were made by setting off the mutual receivables of the Company and Entity 1. On 6 September 2011 the Company and Entity 1 executed a receivables set off agreement whereunder the parties set off the due and payable receivable of the Company against the Entity 1 for subscription for the series C shares of PLN 44,000,000 with the due and payable cash receivables owned by the Entity 1 against Petrolinvest of PLN 44,000,000 under the Assignment Agreement 1. In result of the above set off the entire cash contribution due to the Company in payment for the 4,400,000 series C shares in the Company subscribed for by the Entity 1 has been made.
The payments for the coverage of the 600,000 series C shares were made by setting off the mutual receivables of the Company and Entity 2. On 6 September 2011 the Company and Entity 2 executed a receivables set off agreement whereunder the parties set off the due and payable receivable of the Company against the Entity 2 for subscription for the series C shares of PLN 6,000,000 with the due and payable cash receivables owned by the Entity 2 against Petrolinvest of PLN 6,000,000 under the Assignment Agreement 2. In result of the above set off the entire cash contribution due to the Company in payment for the 600,000 series C shares in the Company subscribed for by the Entity 2 has been made.
The issue price for the ordinary series C shares delivered to the holders of the Subscription Warrants issued under the Issue Resolution within the scope of the conditional increase of the Company’s share capital, was established by the management board at PLN 10.00 per share, subject to the statutory restrictions regarding the minimum issue price of shares. The issue price was approved by the Supervisory Board on 1 September 2011.

Download current report no. 93/2011