On the 28th of August, 2007, the District Court Katowice-East in Katowice, VIII Economic Division of the National Court Register registered an increase of the company’s capital due to the issuing of the shares of the C series. After the registration the capital of Introl S.A. amounted to 4527760 Zloty and was divided into 226 388 shares, worth 20,00 Zloty each, including:

• 73.336 preferred registered shares of the A series (5 votes for 1 share)
• 20 common registered shares of the A series
• 110.034 common registered shares of the B series
• 42.998 common registered shares of the C seriesAfter the registration of the capital obtained by the issuing of the C series, altogether the shares grant 519.732 votes on the General Assembly. The shares of the C series are shares for in-kind contributions, obtained by contributions of shares and stock of subsidiaries.On the 14th of August, 2007, the District Court Katowice-East in Katowice, VIII Economic Division of the National Court Register registered a split and other changes of status, including a change of preference of the shares of the A series and a change of the shares of the B series from registered to bearer shares. The capital of Introl S.A. is 4 527 760 Zloty and is divided to 22 638 800 shares, worth 0,20 grosz each, including:
• 7.333.600 preferred registered shares of the A series
• 2.000 common registered shares of the A series
• 11.003.400 common bearer shares of the B series
• 4.299.800 common registered shares of the C seriesPreferred registered shares of the A series are preferred when voting so that each such share has 2 votes on the General Shareholder Assembly. Selling preferred registered shares of the A series results in an annulment of this privilege, except when those shares are sold by the shareholders: Wiesław Kapral and Józef Bodziony to their spouses or children. Inheritance of the preferred registered shares of the A series from the shareholders named in the previous sentence by their spouses or children, and in the lack of such – by siblings or parents of those shareholders does not annul the privilege. Altogether the shares grant 26 972 400 votes on the General Assembly.

With the issued rights, existing shareholders have the privilege to buy a specified number of new shares; when requirements mentioned in art. 433 of the Code of Commercial Companies, a shareholder may be deprived of this right partially or wholly in the interest of the company, on the strength of a resolution of the General Assembly passed with a majority of at least four fifths of votes; the regulation requiring a majority of at least 4/5 votes is not applied if the resolution regarding an increase in the company’s capital states that new shares are to be wholly obtained by a financial institution (subissuer), who is under an obligation to offer them further to shareholders in order to enable them to execute their issued rights according to terms described in the resolution as well as when the resolution states that new shares are to be obtained by the subissuer in case when shareholders with issued rights will not obtain a part or all offered shares; depriving shareholders of issued rights may occur if it had been announced in the General Assembly agenda.

[EXCLUSION OF THE ISSUED RIGHTS]
1. In the interest of the company all shares of the D series are excluded from rights issued for hitherto shareholders.
2. The opinion of the board justifying the reasons of exclusion of the issued rights and the rules of establishing an issuing price,
made on the basis of art. 433, par. 2 of the Code of Commercial Companies is an annex to this resolution.

According to art. 76 of the Public Offer Regulation, in return for shares subject to the summon to subscribe for share exchange, only dematerialized shares of a different company, dematerialized deposit receipts, dematerialized bonds or obligations issued by the Treasury may be bought. In case when all the remaining shares of a company are subject to a summon, the summon must include a possibility to sell shares by the entity responding the summon, at a price determined according to art. 79. par. 1-3 of the Public Offer Regulation.
According to art. 77 of the Public Offer Regulation, a summon takes place after a guarantee is established, not lower then 100% of the value of shares subject to the summon, establishment of the guarantee should be proved by a certificate issued by a bank or a different financial institution either granting or acting as an agent in granting guarantees. The summon is published and conducted with the aid of a stockbroker entity from the territory of the Republic of Poland, who is obliged, during 7 work days before the day subscriptions begin, at the lattest, to simultaneously inform the Polish Financial Supervision Authority and the company running the regulated market where the shares are quoted, and to include the wording of the summon (art.77 of the Public Offer Regulation). Resigning from a published summon is unacceptable, unless after it had been published a different entity published a summon regarding the same shares, and resignation from a summon regarding all the other shares of the company is only acceptable when a different entity published a summon regarding all the other shares of the company at a lower price than the first summon (art. 77 par. 3. of the Public Offer Regulation). After the summon the entity obliged to publish the summon and the board of the company, the shares of which the summon concerns, forwards information of the summon and it’s wording to representatives of the company’s organizations uniting the employees, and in the lack of such – directly to the employees (art. 77 par. 5 of the Public Offer Regulation). Having received the notification, up to 3 work days before the day when subscriptions begin, at the latest, the Polish Financial Supervision Authority may demand for necessary changes or amendments to the wording of the summon to be made, or for explanations regarding the wording of the summon to be made at a time specified in the demand, not shorter that 2 days (art. 78 par. 1 of the Public Offer Regulation). During the period between the notification of the Polish Financial Supervision Authority and the company running the regulated market where the shares are quoted regarding the intent to publish a summon and the end of the summon, the entity obliged to publish a summon and it’s subsidiaries or dominating entities as well as parties that entered an agreement with that entity regarding buying shares of a public company or a consistent voting during a general shareholder assembly, regarding important company issues, may buy shares of the company the summon refers to only as part of that summon and in a way it specifies and at the same time may not sell those shares, neither may they enter agreements that could result in an obligation to sell those shares during the summon (art. 77 par. 4 of the Public Offer Regulation).

The price of shares offered in the summon mentioned in art. 72-74 of the Public Offer Regulation, should be settled by the rules specified in art. 79 of the Public Offer Regulation. According to art. 74 par. 3 of the Public Offer Regulation, a shareholder who, during the period of 6 months after the summon published in accordance to art. 74 par 1 of the Public Offer Regulation, has bought more shares of that company at a higher price than the price established in the summon, in a way other that summons, is obliged, during one month from the buy, to pay the difference in price to all persons, who sold shares in that summon, except the persons, from whom the shares had been bought at a lower price specified by art. 79 par. 4 of the Public Offer Regulation.

The Public Offer Regulation introduces an institution of compulsory buyout and compulsory buy-back of shares. According to art. 82 of the Public Offer Regulation, a shareholder of a public company, who on his own or together with his subsidiaries or dominant entities as well as parties that entered an agreement with him regarding buying by those entities shares of a public company or a consistent voting during a general shareholder assembly, regarding important company issues, reached or exceeded 90% of the total amount of votes in that company, are entitled to demand that the remaining shareholders sell all their shares. Buying shares as a result of obligatory buyout takes place without consent of the shareholder to whom the demand was directed. A sale demand resulting from obligatory buyout is published place after a guarantee is established, not lower then 100% of the value of shares subject to the buyout, establishment of the guarantee should be proved by a certificate issued by a bank or a different financial institution either granting or acting as an agent in granting guarantees. Obligatory buyout is published and conducted with the aid of a stockbroker entity from the territory of the Republic of Poland, who is obliged, during 14 work days before the day the obligatory buyout begins, at the latest, to simultaneously inform the Polish Financial Supervision Authority and the company running the regulated market where the shares are quoted, and if the shares are quoted on several regulated markets – all of those companies. Information regarding obligatory buyout is attached to the notification. It is not possible to resign from obligatory buyout.

According to art. 83 of the Public Offer Regulation, a shareholder of a public company may demand that the shares he owns be bought by another shareholder who has reached or exceeded 90% of the total amount of votes in the company. The demand is placed in writing and it obliges, during 30 days from the moment it was placed, both the shareholder who has reached or exceeded 90% of the total amount of votes in the company and his subsidiaries and dominant entities to jointly and severally fulfill this obligation, which also obliges parties that entered an agreement with him regarding buying by those entities shares of a public company or a consistent voting during a general shareholder assembly, regarding important company issues, as long as parties in this agreement together with their subsidiaries and dominant entities own at least 90% of the general number of votes.