Employee Shares

Information on dividend for 2019 will be provided shortly.

A shareholder wishing to sell his shares in connection with the restriction under § 15 of the Articles of Association of Wojskowe Zakłady Lotnicze Nr 2 S.A. [Company] should:

 

1. Submit a request to the Company’s Management Board for permission to sell the shares. The request should include:
– personal details of the Share Seller,
– number of shares to be traded,
– personal details of the Share Buyer

 

2. Written requests may be submitted at the Company’s headquarters (ul. Szubińska 107, 85-915 Bydgoszcz) or by mail to the address indicated above.


3. Within 8 weeks of the submission of the request, the Management Board will issue a written permission for the sale of shares or indicate another Buyer who will acquire the shares under the terms of § 151 of the Company’s Articles of Association.


4. The Management Board will send a written reply to the shareholder to the address indicated in the application for permission to sale shares.


5. The sale agreement must be prepared in 3 copies (for the Seller, Buyer and Company).

 

6. Document forms (request for permission to sell form, share sale agreement form) can be found on the Company’s website (www.wzl2.mil.pl) or at the office of the Company’s Management Board.

 

Obtaining the written permission of the Company’s Management Board is a prerequisite necessary for entering into the transaction; the permission is invalid unless made in writing.

To register the transaction in the Company’s Share Register, the Share Buyer must:
  • Submit a request to the Company’s Management Board for making the relevant changes in the Share Register.
  • An original or copy of documents confirming the transaction and transfer of shares (sale agreement, donation agreement, etc.) should be attached to the request.
  • Written requests may be submitted at the Company’s headquarters (ul. Szubińska 107, 85-915 Bydgoszcz) or by mail to the address indicated above.
  • The Company’s Management Board will make the relevant entries in the Share Register after completing the procedure under § 341 of the Commercial Companies Code (i.e. it will notify, in writing, the Share Seller of its intention to remove its rights from the Share Register and will set a two week time period for submitting any objections. The entry is withheld if any objection is submitted by the Share Seller.)
  • After verification of the correctness and completeness of the documents provided, the relevant changes are then made in the Company’s Share Register.

Considering the shareholders’ rights to view the Share Register of WZL Nr 2 S.A. and to request a certified copy made at the shareholder’s expense, the Company’s Management Board hereby sets the following costs of making a certified copy from the Share Register of WZL Nr 2 S.A.:

  1. The cost of certified copy from the Share Register of WZL Nr 2 S.A. per shareholder is PLN 2.50 (two zloty, 50/100 gr) plus 23% VAT, i.e. PLN 3.08 (three zloty, 08/100 gr).
  2. The cost of certified copy from the entire Share Register of WZL Nr 2 S.A. is the cost of the certified copy per shareholder referred to in item 1 above, multiplied by the number of shareholders.
  3. The condition for obtaining the required certified copy or copies is the prior payment of the fee at the Company’s Cash Office, covering the cost of making the copy or copies. Shipping costs are borne by the shareholder requesting the certified copy or copies. The processing of shareholder personal data by giving access to the Share Register of certified copies from the register to other shareholders is done pursuant to Art. 23(1)(2) of the Act on the Protection of Personal Data. The provision stipulates that the processing of personal data is permissible where it is necessary to exercise a right or fulfil an obligation under the law. In this case, the obligation to give access to the Share Register of WZL Nr 2 S.A. for viewing or making a certified copy is based on Art. 341 § 7 of the Commercial Companies Code.
  4. Giving access to a certified copy from the Share Register to shareholders is understood as a list consisting of the item number, the full name of the shareholder, the number of shares and the number of votes.
  5. If the shareholder requests for a certified copy from the Share Register of WZL Nr 2 S.A. containing information concerning only the requesting party, the fee will not be charged. The request form is attached to the resolution.

An explanation on giving access to certified copies from the Share Register is available on the website of the Inspector General for the Protection of Personal Data at https://giodo.gov.pl/en/311

A certified copy from the Share Register of WZL Nr 2 S.A. is made and provided in a printed form.

Answers to frequently asked questions in connection with the process of the free-of-charge provision of shares to entitled employees

If you are on the list of persons entitled to acquire shares, all you need is a valid ID card or passport.

The entitled person should give a power of attorney to sign a free-of-charge share sale agreement. Power of attorney forms are available at www.wzl2.mil.pl in the HR Department of Wojskowe Zakłady Lotnicze Nr 2 S.A. as well as at the customer service point of Capital Investment. The following should be attached to the power of attorney: a photocopy of the pages from the ID card of the Proxy and the Principal with the personal data of the aforementioned persons entered in the power of attorney.

The Proxy should bring his/her ID card, the power of attorney and a photocopy of the Principal’s ID card.

If a court has carried out the proceedings to declare acquisition of inheritance and you have a final court decision on the acquisition of inheritance, or a certificate of inheritance has been prepared by a notary to certify the inheritance, please appear with all other heirs listed in the court decision or included in the certificate of inheritance at the customer service point within the time limit set for the deceased person.
Please bring your ID cards, a legally binding court decision on the acquisition of inheritance (original) or the certificate of inheritance (original) and, if possible, a copy of the death certificate.
If a court has not carried out proceedings to declare the acquisition of inheritance or a certificate of inheritance has not been prepared by a notary, please go to the court as soon as possible and file a request for confirmation of the acquisition of inheritance (the application forms are usually available at the court); the following should be attached to the application (depending on the circumstances): death certificate, marriage certificate, and birth certificates of children. Another possibility (quicker, but more expensive) for the potential heirs is to go to a notary to prepare a certificate of inheritance (and attach documents, as above).

He/she should give a power of attorney to sign a free-of-charge share sale agreement.
Important information: the power of attorney to sign a free-of-charge share sale form differs from a power of attorney for entitled employees. You need to download/issue the relevant form (in the heading of the power of attorney the note “FOR HEIRS”).

The employee receives a copy of an agreement for the free-of-charge share sale by the Treasury and a share document (multiple share certificate).

Heirs acquire shares in a different way than the other entitled persons. Once the agreement is signed, all documents must be sent to Warsaw to the Ministry of Treasury. Once the agreement is signed by the representative of the Ministry, Capitali Investment will contact you to arrange another meeting and handle the remaining formalities.

The free-of-charge acquisition of shares from the Treasury does not result in income tax liability for an entitled employee.

The nominal value of shares (e.g. PLN 10) gives the part that share has in the total share capital. The share capital of the company therefore represents the nominal value of all shares. For example: if the company’s share capital consisted of 1000 shares, the owner of one share would hold 1/1000 of the shares in the company. The company’s assets are usually higher than its share capital, so the nominal value of shares is not the actual value or price of shares, although theoretically it may happen that these values are equal.

Acknowledgements will not be sent separately. The regulations stipulate that every employee who purchases shares under an agreement for the free-of-charge share sale by the Treasury and who applies for entering into the Company’s Share Register should be entered into the Company’s Share Register. Some time after signing the agreement, each of the shareholders may check whether he/she has already been entered into the Share Register, which can be viewed at the office of the Management Board. The procedure for entering into the Share Register is relatively long, mainly because of the right of verification by the Treasury.

First of all, it is important to remember that any share sale agreements (sales, donation) concluded before 9 September 2016 will be null and void.
You should certainly be cautious. In particular, it is important to think carefully about giving any powers of attorney or signing any agreements because of the risk of fraud and serious losses. You should be very cautious in the case of any proposals of immediate cash granted in exchange for handing over the share certificate to the “customer” and signing of any statements or agreements. Very often such agreements stipulate huge interest or compensation (contractual penalties) if you try to terminate the agreement. Also note that the sales of shares is taxable, so when calculating the benefits of the transaction you should deduct the tax (currently 19%).