Proceedings in the event of loss or destruction of shares (collective share stubs) by a shareholder in the process of dematerialization of shares.
As of 1 January 2021 The Act of 30 August 2019 entered into force. amending the Commercial Companies Code and certain other acts (Journal of Laws of 2019, item 1798). The Act introduced a number of changes affecting the functioning of joint-stock companies, including in particular provisions on the dematerialisation of shares.
According to the above-mentioned wording. Act, paper documents of shares expire on 1 March 2021.
and on that date, entries in the register of shareholders come into force. Share certificates retain evidentiary value only to the extent that the shareholder demonstrates to the Company that he is entitled to share rights for a period of 5 years from the date of entry into force of the above-mentioned shareholder. amending law, i.e. until 1 March 2026. This date is particularly important for shareholders who have lost their share document as a result of their destruction or loss, and therefore cannot prove that they have a valid and up-to-date share document. Such a situation may be a reason for refusing to enter the shareholder in the register of shareholders, which deprives him of the possibility of exercising the rights arising from the shares.
In order to prevent such a situation, it is necessary for the shareholder to take the actions referred to below.
The procedure described in the Decree of 10 December 1946 on the redemption of lost documents (Journal of Laws of 1947, No . 5, item 20, hereinafter referred to as the “Decree”) will apply. The decree regulates the procedure for court proceedings, as a result of which a shareholder who has lost a share document may regain it by receiving a “duplicate” in the form of a final court decision.
I. Application for the issuance by the Management Board of the Company of a certificate of registered shares held
In order to obtain a decision on redemption of a share document by a shareholder whose shares have been destroyed or lost, a written application must first be submitted to the Company’s Management Board for a certificate stating the number, nominal value, series and numbers of shares held. Such an application should include the name and surname of the shareholder, an indication of the address for service, the PESEL number and should bear the handwritten signature of the shareholder submitting the application, as well as include a statement on the method of delivery of the certificate to the shareholder by the Company (personal collection at the Company’s registered office or sent by traditional mail with acknowledgment of receipt). If you wish to collect the certificate in person, please indicate the contact phone number in order to inform us that the certificate is ready to be collected.
An application for a certificate by the Management Board of the Company may be sent by post or submitted in person at the Company’s registered office (67 Piastowska Street, 05-850 Jawczyce). As a result of the submitted application, the Management Board of the Company will issue a certificate to the shareholder in the above-mentioned scope.
II. Application for redemption of a share document – court proceedings
The certificate issued by the Company should then be submitted together with the application for redemption of the paper share document to the competent court in whose jurisdiction the issuer of the document has its registered office (the competent court – the District Court in Pruszków). All information related to court proceedings can be found on the website of the District Court in Pruszków or by contacting the customer service office by phone.
The costs of the court proceedings shall be borne by the shareholder. The fixed fee for an application for redemption of a lost document is PLN 200, but the court may also charge the shareholder with the costs of announcements published by the court.
The Company points out that the court proceedings in question are initiated only at the request of the shareholder. The Company does not carry out or initiate the above court procedure on its own.
An application to the court for redemption of a paper share document, in addition to basic data, should include:
- Listing the issuer of the document and its registered office,
- Identification of the document, its type and features distinguishing it from other documents of the same type issued by the same issuer,
- Proving the fact of possession of the document and the circumstances of its loss.
The court calls upon all claimants to declare their rights to the share document by means of a public announcement in an official letter intended for publication (as a rule, in the Court and Economic Monitor) to declare their rights and submit the document to the court within the time limit specified in the announcement. In case of non-submission – the document may be cancelled. The deadline for filing one’s rights and submitting the document is three months from the date of publication of the announcement in cases of applications for redemption of registered share documents. If the lost share document is not submitted, the court shall issue a decision on the redemption of the lost document after one month from the end of the deadline for filing the rights, according to the established circumstances. The court’s decision, after becoming final, is announced in the same manner as the summons to submit the share document was announced.
A copy of the final decision on the redemption of the share document replaces the redeemed share document and constitutes the basis for taking the necessary steps to make an entry in the register of shareholders by the Company. A copy of the final court decision should be submitted by the shareholder
at the Company’s registered office in person, at the same time presenting a valid identity document, before 1 March 2026.
