Ergis

History of shares transactions

First listing
On June 12, 2006, 12,989,202 ordinary bearer shares of EUROFILMS S.A. and 4,026,653 rights to series D ordinary bearer shares of EUROFILMS S.A. were introduced to stock-exchange listing in normal course on the main market of the Warsaw Stock Exchange.
The first listing of shares and rights to shares took place at the session of June 12, 2006.
 
First listing of series D shares
The day of July 24, 2006 was set out as the final day of the listing of 4,026,653 rights to series D ordinary bearer shares of EUROFILMS S.A.
On July 25, 2006 4,026,653 to series D ordinary bearer shares of EUROFILMS S.A. were introduced to stock-exchange listing in normal course on the main market of the Warsaw Stock Exchange.
 
Allocation of F series shares – performance of the Management Option Scheme
100,00 series F ordinary bearer shares of EUROFILMS S.A., of par value of PLN 0.60 and issue price of PLN 4 each, were allocated on June 1, 2007, under individual subscription, opened on May 31, 2007, and closed on June 1, 2007, under the Management Option Scheme.
The offer was aimed at individuals entitled to participate in the Management Option Scheme: Mr. Grzegorz Kędzierski and Mr. Andrzej Mielczarek.
 
Merger Issue – E series shares
31,282,683 ordinary bearer shares were issued in accordance with resolution no. 16 of the General Shareholders Meeting of Eurofilms S.A. of May 31, 2007, in relation to the execution of the merger of Eurofilms S.A. and ERGIS S.A. The merger was effected pursuant to Art. 492.1.1 of the Commercial Companies Code by means of transferring the entirety of assets of ERGIS S.A. to Eurofilms S.A. in return for E Series Shares, which were distributed by Eurofilms S.A. to the shareholders of ERGIS S.A.
An Information Memorandum was drafted in relation to the application for admission of E series shares to trading on the main market of the Warsaw Stock Exchange.
The shares were introduced to stock-exchange listing in normal course on the main market on September 27, 2007.
 
Redemption of treasury shares
On the grounds of resolution no. 4 of the Extraordinary General Shareholders Meeting, adopted during the Meeting of July 24, 2007 in Warsaw, 8,962,549 ordinary bearer shares of par value of PLN 0.60 each were redeemed.

It was the Company’s opinion that it was not beneficial to the Company to hold such a large number of treasury shares. Redemption of the treasury shares resulted in the number of votes held by the shareholders at the General Shareholders Meeting of the Company being in proportion to the share of the shareholders in the Company’s share capital, as the treasury shares conferred no right to vote. The redemption was voluntary.

On 27 June 2017, the General Shareholders Meeting, acting pursuant to the articles 359.1 and  359.2 of the Commercial Companies Code as well as article 10 of the Company Articles of Association, decided to redeem 1,023,864 (one million twenty-three thousand eight hundred and sixty-four) ordinary bearer shares,  dematerialized and  marked by the National Depository for Securities with the securities code PLEUSLM0017, acquired by the Company as part of its programme of acquiring treasury shares, in accordance with Resolution No. 4, Resolution No. 5 and Resolution No. 6 of the Extraordinary General Shareholders Meeting of ERGIS S.A. of 22 February 2016, for the total remuneration of PLN 5,551,932.18 (five million five hundred fifty-one thousand nine hundred and thirty-two and 18/100). The shares are redeemed pursuant to Article 359.1 and Article 359.2 of the Commercial Companies Code as well as Article 10 of the Company’s Articles of Association under the voluntary redemption procedure. Due to the fact that the Company redeems treasury shares, the Company, as the shareholder holding the shares to be redeemed, is not entitled to any remuneration for redemption

 

On 19 September 2017, the District Court of the City of Warsaw, XII Commercial Department of the National Court Register, registered amendments to the Articles of Association and, by this, 1,023,864 shares were redeemed. Due to the redemption of the shares, the Company’s share capital was reduced by the total par value of the redeemed shares, i.e. by PLN 614,318.40 and amounted to PLN 23,047,275.00 (twenty-three million forty-seven thousand two hundred and seventy-five). The number of votes corresponding to the redeemed shares amounted to 1,023,864. The total number of votes at the shareholders meeting after the redemption amounted to 38,412,125 (thirty-eight million four hundred twelve thousand one hundred and twenty-five).

 

On 12 June 2018, the Company’s General Shareholders Meeting, acting pursuant to the articles  359.1 and 359.2 of the Commercial Companies Code as well as article 10 of the Company’s Articles of Association, decided to redeem 317,528  (three hundred seventeen thousand five hundred and twenty-eight) ordinary bearer shares,  dematerialized and  marked by the National Depository for Securities with the securities code PLEUFLM00017, acquired by the Company as part of its programme of acquiring treasury shares, in accordance with Resolution No. 4, Resolution No. 5 and Resolution No. 6 of the Extraordinary General Shareholders Meeting of ERGIS S.A. of 22 February 2016, for the total remuneration of PLN 1,613,727.00  (one million six hundred thirteen thousand seven hundred and twenty-seven). The shares are redeemed pursuant to Article 359.1 and Article 359.2 of the Commercial Companies Code as well as Article 10 of the Company’s Articles of Association under the voluntary redemption procedure. Due to the fact that the Company redeems treasury shares, the Company, as the shareholder holding the shares to be redeemed, is not entitled to any remuneration for redemption

 

On 22 August 2018, the District Court of the City of Warsaw, XII Commercial Department of the National Court Register registered amendments to the Articles of Association, pursuant to resolution no. 18 of the General Shareholders Meeting, and, by this, 317,528 shares were redeemed. Due to the redemption of the shares, the Company’s share capital was reduced by the total par value of the redeemed shares, i.e. by PLN 190,516.80 and amounted to PLN 22,856,758.20 (twenty-two million eight hundred fifty-six thousand seven hundred and fifty-eight and 20/100).  The number of votes corresponding to the redeemed shares amounted to 317,528. The total number of votes at the shareholders meeting after the redemption amounted to 38,094,597 (thirty-eight million ninety-four thousand five hundred and ninety-seven).

 

On 24 June 2019,  the Company’s General Shareholders Meeting, acting pursuant to the articles  359.1 and 359.2 of the Commercial Companies Code as well as article 10 of the Company’s Articles of Association, decided to redeem 304,656 (three hundred four thousand six hundred and fifty-six) ordinary bearer shares,  dematerialized and  marked by the National Depository for Securities with the securities code PLEUFLM00017, acquired by the Company as part of its programme of acquiring treasury shares, in accordance with Resolution No. 4, Resolution No. 5 and Resolution No. 6 of the Extraordinary General Shareholders Meeting of ERGIS S.A. of 22 February 2016, for the total remuneration of PLN 1,087,973.40 (one million eighty-seven thousand nine hundred and seventy-three and 40/100).

 

On 30 July 2019, the District Court of the City of Warsaw, XII Commercial Department of the National Court registered amendments to the Articles of Association, pursuant to resolution no. 17 of the Ordinary General Shareholders Meeting of ERGIS S.A. adopted on 24 June 2019 in Warsaw, and, by this, 304,656 shares were redeemed. Due to the redemption of the shares, the Company’s share capital was reduced by the total par value of the redeemed shares, i.e. by PLN 182,793.60 and after registration of amendments to the Company’s Articles of Association it amounts to PLN 22,673,964.60 (twenty-two million six hundred seventy-three thousand nine hundred and sixty-four and 60/100). The share capital is divided into 37,789,941 (thirty-seven million seven hundred eighty-nine thousand nine hundred and forty-one) ordinary bearer shares at the par value of PLN 0.60 each. The total number of votes at the General Shareholders Meeting after the redemption amounts to 37,789,941 (thirty-seven million seven hundred eighty-nine thousand nine hundred and forty-one).

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