Information on Shares and Shareholders
Information about shares and shareholder structure
ENERGA SA was formed on 6 December 2006 by the Founding Deed for a Joint Stock Company, in which the Management and Supervisory Boards were nominated, and the Company's Articles of Association were also confirmed. The share capital of the Company at the time of its founding was PLN 500 000.00. The Promoters of ENERGA SA were:
- The Polish State Treasury, who took up 51% of shares, i.e. 255 000 series A shares numbered 000 000 001 to 000 255 000,
- Koncern Energetyczny ENERGA SA (presently ENERGA-OPERATOR SA), who took up 32% of shares, i.e. 160 000 series A shares numbered 000 255 001 to 000 415 000,
- Zespół Elektrowni Ostrołęka SA (presently ENERGA Elektrownie Ostrołęka SA), who took up 17% of shares, i.e. 85 000 series A shares numbered 000 415 001 to 000 500 000.
The Company was registered at the District Court Gdańsk – Północ, Gdańsk, VII Commercial Division of the National Court Register on 8 January 2007.
On 20 June 2007, pursuant to Resolution No. 2 of the Extraordinary Shareholders' Meeting of ENERGA SA of 17 May 2007, the Company's share capital was increased by PLN 4 845 611 133.00 via the issue of 4 845 611 133 series B shares with a par value of PLN 1.00 per share. The series B shares were fully paid for by a swap of 85% of the shares of the companies ENERGA-OPERATOR SA (formerly Koncern Energetyczny ENERGA SA) and ENERGA Elektrownie Ostrołęka SA (formerly Zespół Elektrowni Ostrołęka SA).
On 24 October 2007, Resolution No. 5 of the Extraordinary Shareholders' Meeting of ENERGA SA of 25 June 2007, series A shares belonging to ENERGA-OPERATOR SA and ENERGA Elektrownie Ostrołęka SA were redeemed, thus lowering the Company's share capital by PLN 245 000. Following the redemption the only remaining shareholder of ENERGA SA was the Polish State Treasury.
On 20 March 2009, the District Court Gdańsk-Północ, Gdańsk, issued a ruling on the division of the company ENERGA-OPERATOR SA (divided company), as a result of which ENERGA SA (acquiring company) acquired inter alia:
- real properties and movables unrelated to energy operations,
- movables related to ICT operations,
- stock and shares in companies not directly related to the activities of the Distribution System Operator.
As a result of the above, the share capital of ENERGA SA was increased by PLN 122 939 235.00 following the emission of 122 939 235 series C shares. Series C shares were received by Shareholders of the company ENERGA-OPERATOR SA on 20 March 2009, i.e. the Polish State Treasury and thousands of other Shareholders – current and former employees of the company ENERGA-OPERATOR SA. As a result of this process the Polish State Treasury's involvement in the share capital of ENERGA SA was reduced to approx. 2.5%. ENERGA SA thus ceased to be a fully State-owned enterprise.
On 21 September 2009, the process begun under which the shares of the consolidated companies were converted into shares in ENERGA SA. Those entitled to the share conversion were shareholders of the companies ENERGA-OPERATOR SA and ENERGA Elektrownie Ostrołęka SA. This process was conducted pursuant to the Act of 7 September 2007 on the rules for acquiring from the State Treasury shares in the process of consolidation of electrical energy companies (Journal of Laws No. 191, item 1367 with amendments), resulting in the taking up by entitled persons of shares representing 13.44% of the share capital of ENERGA SA. A total of 15 098 people were entitled to the share conversion, who were entitled to a total of 726 841 669 shares with a par value of PLN 1.00 per share. A total of 13 633 people participated in the conversion of ENERGA SA shares, who collectively took up a total of 667 867 695 shares.
The share conversion process for individuals entitled to their exchange was formally closed on 13 August 2010; this term was suspended for inheritors of entitled persons who filed a petition in court for ascertainment of acquisition of the estate of a deceased entitled shareholder not later than 13 August 2010.