(i) Share capital
Presented below is the structure of the Company’s share capital as at 31 December 2012 and as at 31 December 2011:
| Share series | Number of shares | Nominal value of shares | Type |
|---|---|---|---|
| A | 2,500,000 | 100 | preference shares (2 voting rights) |
| B | 2,500,000 | 100 | preference shares (2 voting rights) |
| C | 7,500,000 | 300 | preference shares (2 voting rights) |
| D | 166,917,501 | 6,677 | preference shares (2 voting rights) |
| D | 8,082,499 | 323 | ordinary bearer shares |
| E | 75,000,000 | 3,000 | ordinary bearer shares |
| F | 5,825,000 | 233 | ordinary bearer shares |
| H | 80,027,836 | 3,201 | ordinary bearer shares |
| Total | 348,352,836 | 13,934 |
The shareholders’ structure as at 31 December 2012 was as follows:
31 December 2012
| Number of shares | Nominal value of shares | % of share capital held |
Number of votes | % of voting rights | |
|---|---|---|---|---|---|
| Pola Investments Ltd.¹ | 154,204,296 | 6,168 | 44.27% | 306,709,172 | 58.11% |
| Sensor Overseas Ltd.² | 25,341,272 | 1,014 | 7.27% | 50,382,647 | 9.55% |
| Other | 168,807,268 | 6,752 | 48.46% | 170,678,518 | 32.34% |
| Total | 348,352,836 | 13,934 | 100% | 527,770,337 | 100% |
¹ Pola Investments Ltd. is controlled by Mr. Zygmunt Solorz-Żak.
² Sensor Overseas Ltd. is controlled by Mr. Heronim Ruta.
The Company received from Mr. Zygmunt Solorz-Żak and from the family foundation (trust) TiVi Foundation the information regarding the transfer of ownership of shares in Pola Investments Ltd. to the family foundation (trust) TiVi Foundation seated in Vaduz, Lichtenstein (‘TiVi Foundation‘), based on the agreement dated 13 February 2013.
The shares held by Pola and included in the proxy given to Pola by Sensor Overseas Ltd. seated in Nicosia, Cyprus (the company controlled by Mr. Heronim Ruta), represent jointly more than 50% of votes at the general meeting of the Company.
The shareholders’ structure as at 31 December 2011 was as follows:
31 December 2011
| Number of shares | Nominal value of shares | % of share capital held |
Number of votes | % of voting rights | |
|---|---|---|---|---|---|
| Delas Holdings Limited¹ | 168,941,818 | 6,758 | 48.50% | 335,884,319 | 63.64% |
| Zygmunt Solorz-Żak | 10,603,750 | 424 | 3.04% | 21,207,500 | 4.02% |
| Other | 168,807,268 | 6,752 | 48.46% | 170,678,518 | 32.34% |
| Total | 348,352,836 | 13,934 | 100% | 527,770,337 | 100% |
¹ Mr. Zygmunt Solorz-Żak held 85% shares and Mr Heronim Ruta held 15% shares in the share capital of Delas Holdings Limited.
(ii)Share premium
Share premium includes the excess of issue value over the nominal value of shares issued.
(iii) Other reserves
Other reserves include foreign currency translation adjustment recognized on translation of the foreign financial statements of the subsidiary, Nord License AS, until 31 December 2011 (the date of functional currency change) as well as hedge valuation effect.
