Company

INFORMATION ON ACQUISITION OF A MATERIAL BLOCK OF SHARES IN OPTOPOL TECHNOLOGY S.A. BY CANON INC. 2010-02-22 10:03:10

1. Pursuant to the Article 69 section 1 point 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, dated 29 July 2005 (the “Act”), Canon Inc. with its seat in Tokyo, Japan, 30-2, Shimomaruko 3-chome, Ohta-ku, hereby informs that on February 19, 2010, as a result of the settlement of the Tender Offer to subscribe for the sale of shares in Optopol Technology S.A. with its seat in Zawiercie (the “Company”), announced on December 22, 2009 by Canon Inc. on the basis of the Article 74 section 1 of the Act and completed on February 11, 2010 (the "Tender Offer"), Canon Inc. acquired 12,691,230 dematerialized, ordinary bearer shares of the Company with the nominal value PLN 0.05 each, corresponding to 89.35% of the Company’s share capital and 12,691,230 votes at the Company’s general meeting giving the right to exercise 89.35% of votes at the Company’s general meeting.

At the same time, Canon Inc. hereby informs that on February 19, 2010, the Shareholders Agreement signed on December 22, 2009 between Canon Inc. and Mr. Adam Bogdani came into force. Pursuant to this Agreement, Mr. Adam Bogdani was supposed to keep 1.420.430 shares, corresponding to 10% of votes at the General Meeting of Shareholders and was supposed to remain as the President of the Company’s Management Board at least until December 31, 2012. The Shareholders Agreement provides for the terms and conditions of the co-operation between Canon Inc. and Mr. Adam Bogdani. Since the moment when the Shareholders Agreement came into force, between Canon Inc. and Mr. Adam Bogdani, there is an agreement referred to in the Article 87 section 1 point 5 of the Act.

As a result of the Tender Offer being settled and the Shareholders Agreement coming into force, Canon Inc. and Mr. Adam Bogdani, hold together 14,111,660 shares of the Company, corresponding to 99.35% of the Company’s share capital and 14,111,660 votes at the Company’s general meeting giving the right to exercise 99.35% of votes at the Company’s general meeting.

2. Before the announcement of the Tender Offer, Canon Inc. has not held any shares in the Company.

3. None of subsidiaries of Canon Inc. have held any shares in the Company before announcement of the Tender Offer, and none of the subsidiaries of Canon Inc. holds any shares of the Company as of today.

4. During the next 12 months starting from the date of issuing this information, Canon Inc. intends, further to the squeeze-out procedure, carried out pursuant to the Article 82 of the Act, to acquire up to 14.204.300 votes at the General Meeting of Shareholder, corresponding to the same number of Company’s shares and constitutes 100% of the overall number of votes at the General Meeting of Shareholders.

5. Canon Inc. intends also to ask the Company to convene the General Meeting of Shareholders with a view to adopting a resolution on abolishing the dematerialization of Company’s shares and on withdrawing the Company’s shares from trading on the Warsaw Stock Exchange. Following the adoption of the above-mentioned resolution, Canon Inc. will ask the Company to file a motion to the Financial Supervision Authority (Komisja Nadzoru Finansowego) to grant its consent for abolishing the dematerialization of Company’s shares and for withdrawing the Company’s shares from trading on the Warsaw Stock Exchange.

6. Canon Inc. is not a party to any agreement referred to in the Article 87 section 1 point 3 letter c of the Act.

7. Additionally, Canon Inc. hereby informs that pursuant to the Article 6 paragraph 1 of the Commercial Companies Code, directly taking hold of 12,691,230 Company’s shares results in establishment of the relationship of dominance between Canon Inc. and the Company in such a way that Canon Inc. is a dominant company and Optopol Technology S.A. is a dependent company.

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(c) OPTOPOL Technology S.A. Wszelkie prawa zastrzeżone.
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