Company name: Emapa Spółka Akcyjna
Registered office: Warsaw
Address: ul. Złota 59, 00-120 Warsaw
Company branches: Branch in Łódź, ul. Łąkowa 11, 90-562 Łódź
Tax identification number (NIP): 7251808677
National Court Register number (KRS): 0000489607
Designation of the Registry Court: District Court for the Capital City of Warsaw, XII Commercial Division of the National Court Register
Share capital: PLN 100,000.00
Management Board of the Company:
Mariusz Stasiak - President of the Management Board
Jerzy Cegliński - Vice-President of the Management Board for Financial Affairs
Supervisory Board of the Company:
Mirosław Janisiewicz - Chairperson
Cezary Gregorczuk - Member
Edyta Słomska - Member
The share capital of the Company is divided into 200,000 series A registered shares of nominal value PLN 0.50 each, held by OPTIGIS S.A., Warsaw.
19.05.2020.
Pursuant to the Act of 14.05.2020, the so-called anti-crisis shield 3.0, the deadlines for the performance of certain actions related to the dematerialisation of shares have been amended, and as follows: The deadline for the general meeting of companies to adopt a resolution on the selection of the entity that will keep the register of shareholders or the deadline for the decision on the registration of shares in the securities depository has been extended to 30 September 2020. The deadline for concluding an agreement with the entity that will keep the shareholders' register or with the Central Securities Depository of Poland has been extended in the same way.
Until 30 September 2020, the deadline for the execution of the first call for shareholders to submit share documents to the company has been extended. Accordingly, the last (fifth) summons may be issued no later than 31 January 2021.
Until 1 March 2021, the relevant application of the provisions on registered shares to the rights related to the exercise and transfer of rights attached to bearer shares whose documents have been deposited with the company has been extended.
As a result of the extension of the deadlines, shares in documentary form will cease to have effect on 1 March 2021. On the same date, entries in the register of shareholders or entries in securities accounts at the securities depository will acquire legal force.
20.01.2020
Dematerialisation of shares
Pursuant to the Act of 30 August 2019 amending the Commercial Companies Code and certain other acts (Journal of Laws of 2019, item 1798), paper share documents must be filed with the Company by 31.12.2020 in order for them to be converted into electronic (dematerialised) form. Within the deadlines under the Act, the first by 30.06.2020, the Company will issue calls for the deposit of shares. The deposit of shares with the Company will be confirmed by a written confirmation issued to the shareholder. The paper share certificates will cease to be valid, by operation of law, on 1.01.2021."
1.07.2021
Ordinary General Meeting
The Ordinary General Meeting of Emapa S.A. was held on 30 June 2021 with the following agenda: Opening of the General Meeting.
Election of the Chairperson of the General Meeting.
Confirmation that the General Meeting was properly convened and has the capacity to adopt resolutions.
Drawing up the attendance list.
Adoption of the agenda.
Consideration of:
- a) the report on Emapa S.A.'s activities in the period from 1 January 2020 to 31 December 2020 and Emapa S.A.'s financial statements for the period from 1 January 2020 to 31 December 2020;
- b) the auditor's report on the audit and the Supervisory Board's report on the assessment of Emapa S.A.'s financial statements for the period from 1 January 2020 to 31 December 2020.
Adopting resolutions on:
1) approval of the report on the activities of Emapa S.A. for the period from 1 January 2020 to 31 December 2020;
2) approving the financial statement of Emapa S.A. for the period from1 January 2020 to 31 December 2020;
3) appropriation of profit for the financial year 2020;
4) acknowledgement of the fulfilment of duties by members of the Management Board in 2020;
5) acknowledgement of the fulfilment of duties by members of the Supervisory Board in 2020;
Closing of the General Meeting.
The Ordinary General Meeting was convened in an informal mode, and in the absence of any objections to its being held in this manner or to the inclusion of individual matters in the proposed agenda, pursuant to Article 405 § 1 of the Commercial Companies Code, it was capable of adopting valid resolutions.
28.09.2020.
Ordinary General Meeting of Shareholders
The Ordinary General Meeting of Shareholders of Emapa Spółka Akcyjna was held on 28.09.2020 with the following agenda:
1) Opening of the General Meeting;
2) Election of the Chairperson of the General Meeting.
3) Confirmation that the General Meeting was properly convened and has the capacity to adopt resolutions.
4) Drawing up the attendance list.
5) Adoption of the agenda.
6) Consideration of:
- a) the report on Emapa S.A.'s activities in the period from 1 January 2019 to 31 December 2019 and Emapa S.A.'s financial statements for the period from 1 January 2019 to 31 December 2019;
- b) the auditor's report on the audit and the Supervisory Board's report on the assessment of Emapa S.A.'s financial statements for the period from 1 January 2019 to 31 December 2019.
7) Adopting resolutions on:
- a) approval of the report on the activities of Emapa S.A. for the period from 1 January 31 to 2019 December 2019;
- b) approving the financial statement of Emapa S.A. for the period from1 January 31 to 2019 December 2019;
- c) appropriation of profit for the financial year 2019;
- d) acknowledgement of the fulfilment of duties by members of the Management Board in 2019;
- e) acknowledgement of the fulfilment of duties by members of the Management Board in 2019;
- f) selection of the entity with which to conclude an agreement for keeping the register of shareholders of the Company
- g) amendments to the Articles of Association of the Company
- h) adoption of the consolidated text of the Company's Articles of Association;
8) Closing of the General Meeting.
The Ordinary General Meeting was convened informally, with no objections to its holding or to the inclusion of individual items on the proposed agenda, and was therefore capable of adopting valid resolutions.
Resolutions on the election of the entity keeping the register of shareholders and on amendments to the Articles of Association
Resolution No 14
of the Ordinary General Meeting
of the Company under the business name Emapa Spółka Akcyjna
with its registered office in Warsaw
of 28 September 2020
concerning the register of shareholders of the Company
Article 1
Acting pursuant to Article 17 of the Act of 30 August 2019 amending the Act - Code of Commercial Companies and certain other acts (Journal of Laws of 2019, item 1798), the Ordinary General Meeting of Emapa Spółka Akcyjna, with its registered office in Warsaw, hereinafter referred to as the ‘Company’:
1) states that the Company's shares are not subject to registration in a securities depository within the meaning of the Act on Trading in Financial Instruments of 29 July 2005 (Journal of Laws of 2020, item 89, as amended);
2) selects the company under the name of Trigon Dom Maklerski Spółka Akcyjna with the registered office in Krakow, address: 31-545 Kraków, ul. Mogilska 65, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for Kraków-Śródmieście, XI Economic Division of the National Court Register under the number KRS 0000033118, Business ID Number (REGON): 001270919, Tax Identification Number (NIP) 6761044221, as the entity keeping the register of the Company's shareholders referred to in the aforementioned Act of 30 August 2019 amending the Act - Code of Commercial Companies and certain other acts, as well as in the Act of 15 September 2000. Commercial Companies Code (Journal of Laws of 2019, item 505, as amended).
Article 2
The Ordinary General Meeting of the Company authorises and obliges the Management Board of the Company to conclude with the entity indicated in Article 1(2) of this resolution, an agreement for keeping the register of shareholders of the Company, and also authorises each successive Management Board of the Company to amend it in the future, subject to written form under pain of nullity.
Article 3
The Company may require the shareholders to reimburse the fees for paid services commissioned by or on behalf of the shareholders to the entity maintaining the register of shareholders, if such services have not been paid for by the shareholders.
Article 4
This resolution shall come into force as of the date of its adoption.
Resolution No 15
of the Ordinary General Meeting
of the Company under the business name Emapa Spółka Akcyjna
with its registered office in Warsaw
of 28 September 2020
concerning amendments to the Company's Articles of Association
Article 1
The Ordinary General Meeting of the Company under the business name Emapa S.A., with its registered office in Warsaw, amends the Company's Articles of Association by adding Article 36a as follows:
„Article 36a
Financial instruments of the Company other than shares and pre-emptive rights, which are subject to registration under the law, including subscription warrants, shall be registered in the shareholders' register.
When registering the instruments referred to in section 1 above, the provisions of the Commercial Companies Code regarding the scope of information collected in the shareholder register with respect to shares shall apply accordingly.
The Company's pecuniary obligations towards its shareholders arising from their rights attached to shares or other securities registered in the shareholder register shall be discharged by the Company directly, without the involvement of an entity maintaining the shareholder register.
Article 2
This Resolution shall come into force on the date of its adoption with effect from the date of registration of the amended Articles of Association of the Company in the National Court Register.
02.03.2021
On 01.03.2021, the register of shareholders of Emapa S.A. was launched. The register is maintained by Trigon Dom Maklerski S.A.
29.09.2020.
First call for shares in order to dematerialise them
To the Shareholders of Emapa S.A.
The Management Board of Emapa S.A. with its registered office in Warsaw at ul. Złota 59/908, entered into the Register of Entrepreneurs of the National Court Register by the District Court in Warsaw XII Economic Department of the National Court Register under the number 0000489607, in performance of its obligation under Article 16 (1) of the Act of 30 August 2019 on the amendment of the Act - Code of Commercial Companies and some other acts (Journal of Laws of 2019, item 1798; amended: Journal of Laws of 2020, item 288 and item 875) calls on the shareholders of Emapa S.A. to submit to the Company the documents of shares for their dematerialisation, by 31 December 2020.
Due to restrictions on operations related to the corona virus pandemic, share documents should be submitted by prior telephone or e-mail arrangement: tel. 22 638 41 88 e-mail: biuro@emapa.pl.
Based on the submitted share documents, entries will be made in the register of shareholders, which will be kept by a company under the name of Trigon Dom Maklerski Spółka Akcyjna, selected by a resolution of the General Meeting of Shareholders.
At the same time we would like to inform that in accordance with the aforementioned provisions of law: the Company will post invitations to submit shares on the Company's website in the area intended for communication with shareholders and will maintain them for a period of no less than three years from the date of the first invitations.
Share documents shall be deposited with the Company against a written receipt issued to the shareholder.
The validity of the share documents issued by the Company shall expire by operation of law on 31 March 2021. On the same date, the entries in the register of shareholders become effective.
After 31 March 2021, only persons/entities entered in the register of shareholders will be deemed to be shareholders of the Company.
The share document shall remain effective, only to the extent that the shareholder demonstrates to the Company that he/she is entitled to share rights, until 31 March 2026.
If you agree to communicate with the Company and the entity maintaining the shareholder register by e-mail, please complete the attached form and submit the signed document together with the shares.
Management Board of Emapa S.A.
29.09.2020.
Conclusion of the agreement on keeping the register of shareholders
The Management Board of Emapa S.A. informs that in accordance with the Resolution of the Ordinary General Meeting of Shareholders of Emapa S.A., an agreement was concluded with a company under the name of Trigon Dom Maklerski S.A. for keeping a register of shareholders.
28.09.2020.
Resolution on the election of the entity keeping the register of shareholders of the Company.
Resolution No 14
of the Ordinary General Meeting
of the Company under the business name Emapa Spółka Akcyjna
with its registered office in Warsaw
of 28 September 2020
concerning the register of shareholders of the Company
Article 1
Acting pursuant to Article 17 of the Act of 30 August 2019 amending the Act - Code of Commercial Companies and certain other acts (Journal of Laws of 2019, item 1798), the Ordinary General Meeting of Emapa Spółka Akcyjna, with its registered office in Warsaw, hereinafter referred to as the ‘Company’:
1) states that the Company's shares are not subject to registration in a securities depository within the meaning of the Act on Trading in Financial Instruments of 29 July 2005 (Journal of Laws of 2020, item 89, as amended);
2) selects the company under the name of Trigon Dom Maklerski Spółka Akcyjna with the registered office in Krakow, address: 31-545 Kraków, ul. Mogilska 65, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for Kraków-Śródmieście, XI Economic Division of the National Court Register under the number KRS 0000033118, Business ID Number (REGON): 001270919, Tax Identification Number (NIP) 6761044221, as the entity keeping the register of the Company's shareholders referred to in the aforementioned Act of 30 August 2019 amending the Act - Code of Commercial Companies and certain other acts, as well as in the Act of 15 September 2000. Commercial Companies Code (Journal of Laws of 2019, item 505, as amended).
Article 2
The Ordinary General Meeting of the Company authorises and obliges the Management Board of the Company to conclude with the entity indicated in Article 1(2) of this resolution, an agreement for keeping the register of shareholders of the Company, and also authorises each successive Management Board of the Company to amend it in the future, subject to written form under pain of nullity.
Article 3
The Company may require the shareholders to reimburse the fees for paid services commissioned by or on behalf of the shareholders to the entity maintaining the register of shareholders, if such services have not been paid for by the shareholders.
Article 4
This resolution shall come into force as of the date of its adoption.
Shareholder register regulations.
Get in touch with us
Emapa S.A.
al. Jerozolimskie 181B
02-222 Warszawa
Branch in Łódź
ul. Łąkowa 11
90-562 Łódź
tel./fax +48 42 633 92 79
biuro@emapa.pl
Business ID number (REGON): 472865527
Tax identification number (NIP): 725-18-08-677
National Court Register (KRS): 0000489607
District Court for the Capital City of Warsaw
Paid-up capital: PLN 100,000
Share capital: PLN 100,000