Capital Group

 

The Capital Group URSUS is composed of:

  • URSUS S.A. - the parent company
  • Bioenergia Invest SA - 100 % -  subsidiary
  • Ursus sp. z o.o. - 100% - subsidiary
  • URSUS BUS S.A. - 60% - subsidiary
  • URSUS Zachód sp. z o.o. -  51% - subsidiary
  • OBR MOTO Lublin sp. z o.o. - 100% - subsidiary 

The company URSUS  S.A. in Lublin is a subsidiary company (operates under the control) of POL-MOT Holding S.A. in Warsaw. POL-MOT Holding S.A. holds 24 629 000 shares of URSUS S.A. (together with its related company), what represents 45,46% of total number of shares and total number of votes at the General Meeting.

 

1. BIOENERGIA INVEST S.A.

The Company was established pursuant to the Memorandum of Association of 29 September 2008 as a limited liability company under the business name INVEST-MOT Bioenergia sp. z o.o. with its registered office in Warsaw. Its founder was the company INVEST-MOT sp. z o.o. in Warsaw. Since its establishment, the main objects of the company INVEST-MOT Bioenergia was the acquisition of various kinds of biomass, in particular for the purposes of electricity production.

On 2 February 2009, POL-MOT Warfama S.A. with its registered office in Dobre Miasto (at present URSUS S.A.) entered into an agreement with INVEST-MOT sp. z o.o. concerning the cooperation on biomass production, and joined the company Bioenergia Invest sp. z o.o.. This date is considered  the beginning of the operational activity of the company.

 

On 31 January 2011, Bioenergia Invest sp. z o.o. was transformed into Bioenergia Invest S.A. and the value of its capital remained the same but 8,818 shares of the company with the value of PLN 1,000.00 each were replaced by 8,118,000 shares with the value of PLN 1 each.

Pursuant to the above agreement, USRUS S.A. joined the company INVEST-MOT Bioenergia sp. z o.o. by taking up shares in the share capital increased from PLN 50,000 to PLN 8,118,000. Apart from the arrangements concerning the capital participation in the implementation of the joint undertaking, the parties entered into the agreement on changing the company's name from INVEST-MOT Bioenergia sp. z o.o. to a new one - Bioenergia Invest sp. z o.o. , and moving the company's registered office from Warsaw to Dobre Miasto.

 

On 22 April 2010, the company URSUS S.A. purchased from INVEST-MOT sp. z o.o. in Warsaw more shares in the company Bioenergia Invest sp. z o.o.; as a result, it held 51% shares in the share capital of the company. 

On 17 September 2013, the Extraordinary General Meeting of the company Bioenergia Invest S.A. adopted the resolution on increasing the share capital of the company by PLN 2,900,000.00, i.e. from PLN 8,118,000.00 to PLN 11,018,000.00 by issuing 2,900,000 new ordinary bearer shares of class B with the nominal value of PLN 1.00 each. The shares of class B were taken up by private placing directed at URSUS S.A. with its registered office in Lublin, and they were paid up in cash by converting the unmatured liabilities of the company towards URSUS S.A. amounting to PLN 2,900,000.00.

On 21 November 2013, the District Court in Olsztyn, 8th Commercial Division of the National Court Register, issued a decision on entering into the Register of Entrepreneurs of the National Court Register the increase in the share capital of the company Bioenergia Invest S.A. from PLN 8,118,000 to PLN 11,018,000, i.e. by PLN 2,900,000, by way of issuing 2,900,000 ordinary bearer shares of class B, with the nominal value of PLN 1 (one) each.

The shares of class B will be entitled to a dividend starting from the payment of profit earmarked for distribution for the financial year 2013. The issue price of one share has been established at PLN 1.00, which is equal to the nominal value of one share.   

On 30 December 2013, the company INVEST-MOT sp. z o.o. sold to the subsidiary company POL-MOT Holding S.A. 2,362,089 (two million, three hundred and sixty two thousand, ninety eight) shares of class A, which constituted 21.44% of the share capital of Bioenergia Invest S.A.

On 30 June 2014, the General Meeting of the company Bioenergia Invest S.A. adopted the resolution on transferring its registered seat from Dobre Miasto to Warsaw.

On the 23th December 2015 URSUS S.A. concluded with the company POL-MOT Holding S.A. with the seat in Warsaw the agreement of sales of shares of Bioenergia Invest S.A.

On the basis of the concluded agreement the Issuer purchased 3.978.000 ordinary bearer shares of the company Bioenergia Invest S.A. of nominal value 1 PLN per share, of total nominal value 3.978.000 PLN, representing in total 36,10% of the share capital of Bioenergia Invest S.A. 

Before the above-mentioned transaction of shares acquisition, the company URSUS S.A. was the majority shareholder of the company Bioenergia Invest S.A. and held 7.040.000 shares of Bioenergia Invest S.A., which represented 63,90% of its share capital and authorized to 63,90% votes at the General Meeting of the subsidiary. After the executed transaction the Issuer holds in total 100% of shares of Bioenergia Invest S.A., which represent 100% of its share capital and authorize to 100% votes at the General Meeting.

The activity of the company Bioenergia Invest S.A. consists of organising the lines for producing briquette and pellet from straw by renting complete technological lines for briquetting and pelleting straw to lessees from Poland and receiving the straw briquette and pellet produced by them. The briquette obtained this way is sold by the company to power plants employing the technology of  biomass and coal co-combustion as well as biomass combustion. The production capacity of the company under cooperation agreements with the chain of suppliers is adjusted to the current market needs. In order to establish cooperation with the company, it is required to incur the obligation to produce briquette and pellet, as well as to provide the proper amount of production materials.

 

2. URSUS sp. z o.o.

The company Ursus sp. z o.o. was established on 28.07.2011 by the company POL-MOT Warfama S.A. (now URSUS S.A.). The share capital of the company is 5.000 zł and is composed of 50 shares of nominal value 100 zł per share. As of 31.03.2015 the only shareholder of the company Ursus sp. z o.o. is URSUS S.A.

In the company a supervisory board has not been established. The seat of the company is Lublin, and the company is located in the premises at Frezerów 7 lent by URSUS S.A. On 06.09.2011 the company was registered in the Register of Entrepreneurs of the National Court Register by the District Court for Lublin – East seated in Świdnik, VI Economic Division of the National Court Register under the no. 0000395392. 

The main business activity of the company will be production of machinery for agriculture and forestry - PKD (2007) - 28.30.Z.

 

3. URSUS BUS S.A.

The company URSUS BUS S.A. with the seat in Lublin was established on 24.04.2015. 

Its shareholders is the Issuer who acquired 60% of shares and AMZ Kutno sp. z o.o. which acquired 40% of shares. The Company has an unlimited period of operation, its main business activity will be sales production and sales of buses and trolleybuses.

Establishment of the company URSUS BUS S.A. results from implementation of the strategy of the Issuer’s Management Board aiming to increase the activity of the brand URSUS on the market of buses, trolleybuses and electric buses.  Acquirement of a renowned sector partner will  speed up growth of share of URSUS brand vehicles in the market segment.  Buses, trolleybuses and electric buses manufactured by URSUS BUS S.A. will respond to increasing demand for innovative and ecological means of transport.

 

4. URSUS Zachód sp. z o.o.

On 16.03.2015 the company URSUS Zachód sp. z o.o. with the seat in Koszalin was established. The Company URSUS S.A. acquired 51% of shares of URSUS Zachód sp. z o.o., while the remaining 49% of shares were acquired jointly by Marzena Nowe and Karol Nowe.

The Company has an unlimited period of operation, its main business activity will be sales of tractors and agricultural machinery. The share capital of the company is 5.000,00 zł.

 

5. OBR MOTO Lublin sp. z o.o.

Since the 30th November 2015 URSUS S.A. holds 100% shares and votes at the general meeting of this company. On the 30th November 2015 the Issuer purchased 450 shares of the company (representing 100% of shares in the shares capital of the company) from Mr Marek Zmarz, on the basis of the sales agreement. Before the Issuer did not have shares in the share capital of the company, URSUS S.A. was pledgee of 100% of shares of the company OBR MOTO Lublin sp. z o.o. according to the pledge agreement of the 5th March 2012.

Currently the company OBR MOTO Lublin sp. z o.o. operates in research and development.