(i) a request to transfer to Prokom a number of shares that corresponds to the quotient of the amount equal to the direct equity investment in Company’s shares in the amount of PLN 10,000,000 made by Prokom in form of a cash payment and the issue price equal to PLN 10.00; and a call to offer to Prokom 1,000,000 ordinary bearer shares of the Company at the issue price of PLN 10.00 per share, that is for the total amount of PLN 10,000,000;
(ii) a request to transfer to Osiedle Wilanowskie a number of shares that corresponds to the quotient of the amount equal to the direct equity investment in Company’s shares in the amount of PLN 600,000 made by Osiedle Wilanowskie in form of a cash payment and the issue price equal to PLN 10.00; and a call to offer to Osiedle Wilanowskie 60,000 ordinary bearer shares of the Company at the issue price of PLN 10.00 per share, that is for the total amount of PLN 600,000;
(iii) a request to transfer to the Financing Entity a number of shares that corresponds to the quotient of the amount equal to the direct equity investment in Company’s shares in the amount of PLN 12,500,000 made by the Financing Entity in form of a cash payment and the issue price equal to PLN 10.00; and a call to offer to the Financing Entity 1,250,000 ordinary bearer shares of the Company at the issue price of PLN 10.00 per share, that is for the total amount of PLN 12,500,000;

Furthermore, on 30 May 2011 — in compliance with the provisions of the agreement dated 13 January 2009 concluded with Prokom regarding, among other things, expanding the scope of the call option to cover all accounts receivable by Prokom from the Company, which was the subject of current report No 4/2009, and the agreement concluded on 14 May 2009 with Prokom, setting forth the terms on which Prokom makes its assets available to the Company to use as security for the credit facility extended by the consortium of PKO Bank Polski S.A. and Bank Gospodarstwa Krajowego under the agreement dated 21 March 2007, which was the subject of current report No 45/2009 — the Company received from Prokom:
(i) a request to transfer to Prokom a number of shares that corresponds to the quotient of (i) the accounts payable to Prokom by Petrolinvest for a PLN 5,232,591.75 advance towards the fee for providing and maintaining collateral for the credit facility charged for the period until 29 May 2011, the commercial accounts payable in the amount of PLN 391,751.11 charged for the period until 30 April 2011, and (ii) the issue price of PLN 10.00;
(ii) a call to offer to Prokom, within the period of 5 days from 30 May 2011, 562,434 ordinary bearer shares of the Company at the issue price of PLN 10.00 per share, that is for the total amount of PLN 5,624,340.

On the same 30 May 2011 — in compliance with the provisions of the agreement dated 14 May 2009 concluded with Osiedle Wilanowskie, setting forth the terms on which Osiedle Wilanowskie makes its assets available to the Company to use as collateral for the credit facility extended by the consortium of PKO Bank Polski S.A. and Bank Gospodarstwa Krajowego under the agreement dated 21 March 2007, which was the subject of current report No 45/2009 — the Company received from Osiedle Wilanowskie:
(i) a request to transfer to Osiedle Wilanowskie a number of shares that corresponds to the quotient of (i) the accounts payable to Osiedle Wilanowskie by Petrolinvest for a PLN 2,754,571.97 advance towards the fee for providing and maintaining collateral for the credit facility charged for the period until 29 May 2011, and (ii) the issue price of PLN 10.00;
(ii) a call to offer to Osiedle Wilanowskie, within the period of 5 days from 30 May 2011, 275,457 ordinary bearer shares of the Company at the issue price of PLN 10.00 per share, that is for the total amount of PLN 2,754,570.

In connection with the said requests and calls, and also in execution of the remaining, so far not executed part of the request and call of Prokom dated 18 March 2011 as regards 31,405 shares of the Company, of which the Company informed the public in current report No 23/2011 of 18 March 2011, and also in connection with the resolution of the Extraordinary General Meeting dated 9 May 2011 regarding the issue of subscription warrants, conditional Company share capital increase, the exclusion of the pre-emptive rights of the existing shareholders of the Company and amendment of the statutes of the Company (the “Issue Resolution”) published in current report No 35/2011, on 30 May 2011, the Management Board of the Company adopted a resolution regarding the offering of registered subscription warrants entitling to take-up of series C shares of the Company (“Subscription Warrants”) and setting forth the detailed terms and conditions of the issue of the Subscription Warrants. The Management Board decided to issue 3,179,296 Subscription Warrants and offered them for subscription to: (i) Prokom, in the amount of 1,593,839, (ii) Osiedle Wilanowskie, in the amount of 335,457, and (iii) the Financing Entity, in the amount of 1,250,000. Subsequently, the Subscription Warrants were taken up by the above mentioned entities and the rights to take up series C shares were executed, as a result of which 3,179,296 ordinary series C bearer shares of the Company were taken up.

Prokom’s payments for 562,434 series C shares were made by netting mutual accounts receivable/accounts payable by the Company and Prokom. On 30 May 2011, the Company concluded a netting agreement with Prokom under which the Company and Prokom netted an outstanding account receivable by the Company under the subscription for series C shares totalling PLN 5,624,340 with outstanding accounts payable by the Company to Prokom, set forth in the second paragraph, item (i) of this current report. As a result of the netting, the cash contribution due by Prokom to the Company in connection with the take-up by Prokom of 562,434 series C shares was fully covered.

Osiedle Wilanowskie’s payments for 275,457 series C shares were made by netting mutual accounts receivable/accounts payable by the Company and Osiedle Wilanowskie. On 30 May 2011, the Company concluded a netting agreement with Osiedle Wilanowskie under which the Company and Osiedle Wilanowskie netted an outstanding account receivable by the Company under the subscription for series C shares totalling PLN 2,754,570 with outstanding accounts payable by the Company to Osiedle Wilanowskie, set forth in the third paragraph, item (i) of this current report. As a result of the netting, the cash contribution due by Osiedle Wilanowskie to the Company in connection with the take-up by Osiedle Wilanowskie of 275,457 series C shares was fully covered.

The issue price of the ordinary series C bearer shares, issued to holders of Subscription Warrants on the basis of the Issue Resolution within the scope of the conditional increase of the Company's share capital, was set by the Management Board at PLN 10.00 per share, considering statutory restrictions regarding the minimum issue price of shares. The issue price was approved by the Supervisory Board on 30 May 2011.

The value of the cash payment for the take-up of series C shares was PLN 23,414,050. Funds received by the Company were used mainly for the implementation of the exploration and production project in Kazakhstan.

The current total value of financing invested in PETROLINVEST S.A. by Prokom and the entities indicated by Prokom as part of performance of the Agreement on Financing was more than PLN 137 million, of which payments made in the current year amounted to PLN 69 million.

Download current report no. 41/2011