(i) 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 5,420,000 made by the Financing Entity in the form of cash payment and the issue price of PLN 10.00, as well as
(ii) a call to offer to the Financing Entity 542,000 ordinary bearer Company shares at an issue price of PLN 10.00 per share, that is for a total amount of PLN 5,420,000.

Furthermore, on 16 August 2011 — in accordance with the provisions of the agreement dated 13 January 2009 concluded with Prokom regarding, inter alia, 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 the early repayment by Prokom, on 5 and 8 August 2011, of PLN 3,199,612.44 of the credit facility extended to the Company by PKO Bank Polski S.A. and Bank Gospodarstwa Krajowego under the agreement dated 21 March 2007, for a PLN 2,109,918.02 advance towards the fee for providing and maintaining collateral for the credit facility charged for the period until 15 August 2011 and the commercial accounts payable in the amount of PLN 202,124.49 charged for the period until 16 August 2011 and (ii) an issue price of PLN 10.00;
(ii) a call to offer to Prokom 551,165 ordinary bearer Company shares at an issue price of PLN 10.00 per share, that is for a total amount of PLN 5,511,650.

On the same 16 August 2011 — in accordance 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 Sp. z o.o. company (“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 the early repayment by Osiedle Wilanowskie, on 8 March 2011, of PLN 347,653.56 of the credit facility extended to the Company by PKO Bank Polski S.A. and Bank Gospodarstwa Krajowego under the agreement dated 21 March 2007 and for a PLN 262.107.43 advance towards the fee for providing and maintaining collateral for the credit facility charged for the period until 15 August 2011 and (ii) an issue price of PLN 10.00;
(ii) a call to offer to Osiedle Wilanowskie 60,976 ordinary bearer Company shares at an issue price of PLN 10.00 per share, that is for a total amount of PLN 609,760.

In connection with the said requests and calls, and also in connection with the resolution of the Extraordinary General Shareholders' 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 16 August 2011, the Management Board of the Company adopted a resolution regarding the offering of registered subscription warrants entitling to take up series C Company shares (“Subscription Warrants”) and setting forth detailed terms and conditions of the issue of the Subscription Warrants. The Management Board decided to issue 1,154,141 Subscription Warrants and offered them for subscription to: (i) Prokom, in the amount of 551,165, (ii) Osiedle Wilanowskie, in the amount of 60,976, and (iii) the Financing Entity, in the amount of 542,000. 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 1,154,141 ordinary series C bearer shares of the Company were taken up.

Prokom’s payments for 551,165 series C shares were made by netting mutual accounts receivable/accounts payable by the Company and Prokom. On 16 August 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 5,511,650 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 551,165 series C shares was fully covered.

Osiedle Wilanowskie’s payments for 60,976 series C shares were made by netting mutual accounts receivable/accounts payable of the Company and Osiedle Wilanowskie. On 16 August 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 609,760 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 60,976 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 as part 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 16 August 2011.

The value of the cash payment made for the take-up of series C shares was PLN 5,420,000. The funds received were used mainly for the implementation of the exploration and production project in Kazakhstan.
The total amount of direct payments made by Prokom Group entities for early repayment of the Company’s credit debt was PLN 3,547,266.
The current total value of financing invested in PETROLINVEST S.A. by Prokom Investments S.A. and the entities indicated by the same as part of performance of the above-mentioned Agreement on Financing was over PLN 174 million, of which payments made in the current year amounted to PLN 105.7 million.

Download current report no. 78/2011