Information for the Shareholders of Jastrzębska Spółka Węglowa S.A. on dematerialization of shares
The Management Board of Jastrzębska Spółka Węglowa S.A with its registered office in Jastrzębie-Zdrój (hereinafter: “Company”) hereby announces that it initiates two procedures pertaining to dematerialization of the Company’s shares to transform them into the form of electronic records.
The first procedure pertains to the so-called mandatory/obligatory dematerialization of shares, which the Company communicated to its shareholders in the first of the five announcements entitled: “CALL TO SHAREHOLDERS TO SUBMIT JASTRZĘBSKA SPÓŁKA WĘGLOWA S.A. SHARE DOCUMENTS IN CONNECTION WITH MANDATORY DEMATERIALIZATION OF SHARES”.
The call will impose a requirement to submit the share documents by 1 March 2021 by the Shareholders who hold hardcopy share documents not deposited with the Company, and the shareholders whose documents have been withdrawn from the deposit operated by the PKO Bank Polski Brokerage House (hereinafter: “PKO BP Brokerage House”).
The dematerialization of the shares means that the material form of the shares will be substituted by electronic records in the Central Securities Depository (hereinafter: “KDPW”). In accordance with the law, the force and effect of the share documents in the material form issued by the Company expires by law as of 1 March 2021.
After this date, the material share documents will no longer confirm the shareholder status, but will be only evidentiary documents, required to update the Company’s electronic register operated by KDPW.
1 January 2026, in turn, will be the date of expiry of protection of the membership rights for the Company’s shareholders whose share documents in the material form are not submitted to the Company’s share deposit operated by the PKO BP Brokerage House and are not recorded in the electronic register operated by KDPW.
The legal basis for the process of mandatory dematerialization is provided by the Act of 30 August 2019 Amending the Commercial Company Code and Certain Other Acts (Journal of Laws of 2019, Item 1798, as amended in Journal of Laws of 2020, Item 875), on the basis of which the mandatory dematerialization of all of the Company shares is introduced.
The second procedure pertains to dematerialization of shares which have not yet been admitted to trading on the regulated market operated by the Warsaw Stock Exchange (hereinafter: “WSE”).
The information pertains to implementation of Resolution No. 6 adopted by the Company’s Extraordinary Shareholder Meeting on 12 May 2011 in the matter of applying for admitting and introducing the shares to trading on the regulated market, dematerialization of shares and authorizing the Company’s Management Board to enter into an agreement with KDPW (Register of Deeds A No. 3173/2011), in connection with adoption of Resolution No. 2 adopted by the Company’s Extraordinary Shareholder Meeting on 27 May 2011 (Register of Deeds A No. 3597/2011), together with Resolution No. 268/VII/2013 adopted by the Company’s Management Board on 26 April 2013 on applying for admitting and introducing 18,216,626 series A, C and D ordinary bearer shares with the nominal value of PLN 5.00 each to trading on the regulated market operated by WSE and the fact that the dematerialization is a mandatory stage in the process of admitting and introducing the remaining Company employee shares to trading on the regulated market operated by WSE.
The most important information for the Shareholders is the date of 30 September 2020, when JSW S.A.’s series A and D registered shares so far not admitted to trading on the regulated market operated by WSE (remaining employee shares) should be submitted to the Company’s deposit operated by the PKO BP Brokerage House so that they can be dematerialized to be admitted and introduced to trading the regulated market operated by WSE.
The Company hereby informs that it is possible to submit share certificates for dematerialization by proxy.
At the same time, the Company informs that the Company’s Articles of Association do not provide for a procedure for issuing share duplicates. Consequently, in the case of lost or damaged share certificates, the Company will issue to the entitled shareholder a new certificate upon cancelling the lost document. The certificate is cancelled in accordance with the procedure stipulated in the Decree on Cancellation of Lost Documents of 10 December 1946 (Journal of Laws of 1947, Item 20). Certificates are cancelled according to this procedure in a civil non-litigation procedure before the District Court in Jastrzębie-Zdrój.
More information pertaining to individual procedures can be found in the attached files.