ARTICLES OF ASSOCIATION
of Impel SA of Wrocław 

I. RECITALS

§ 1

The Company's name is Impel SA.
The Company may use the abbreviated name of Impel SA

§ 2

The Company's principal place of business is Wrocław.

§ 3

The Company is incorporated for an indefinite period.

§ 4

1. The Company shall operate within the territory of the Republic of Poland and outside the Republic of Poland.
2. Within the geographical area of its operation, the Company may establish and operate branches and representative offices, set up or join other companies and business organisations, including those with foreign equity interest.
3. The Company may enter into all organisational and legal links permitted under law.

II. BUSINESS ACTIVITIES

§ 5

The Company's business activities include:

1. (PKD 02.40.Z) Support services to forestry;

2. (PKD 07.29.Z) Mining of other non-ferrous metal ores;

3. (PKD 09.90.Z) Support activities for other mining and quarrying; 

4. (PKD 14.12.Z) Manufacture of workwear;

5. (PKD 17.23.Z) Manufacture of paper stationery;

6. (PKD 18.11.Z) Printing of newspapers;

7. (PKD 18.12.Z) Other printing;

8. (PKD 18.20.Z) Reproduction of recorded media;

9. (PKD 26.20.Z) Manufacture of computers and peripheral equipment;

10. (PKD 32.99.Z) Other manufacturing n.e.c.(n.e.c. - not elsewhere classified);

11. (PKD 33.12.Z) Repair of machinery;

12. (PKD 33.13.Z) Repair of electronic and optical equipment;

13. (PKD 33.20.Z) Installation of industrial machinery and equipment;

14. (PKD 35.11.Z) Production of electricity;

15. (PKD 35.12.Z) Transmission of electricity;

16. (PKD 35.13.Z) Distribution of electricity;

17. (PKD 35.14.Z) Trade of electricity;

18. (PKD 37.00.Z) Sewerage;

19. (PKD 38.11.Z) Collection of non-hazardous waste;

20. (PKD 38.12.Z) Collection of hazardous waste;

21. (PKD 38.21.Z) Treatment and disposal of non-hazardous waste;

22. (PKD 38.22.Z) Treatment and disposal of hazardous waste;

23. (PKD 38.31.Z) Dismantling of wrecks;

24. (PKD 38.32.Z) Recovery of sorted materials;

25. (PKD 41.10.Z) Development of building projects;

26. (PKD 41.20.Z) Construction of residential and non-residential buildings;

27. (PKD 42.11.Z) Construction of roads and motorways;

28. (PKD 42.12.Z) Construction of railways and underground railways;

29. (PKD 42.13.Z) Construction of bridges and tunnels;

30. (PKD 42.21.Z) Construction of utility projects for fluids;

31. (PKD 42.22.Z) Construction of utility projects for electricity and telecommunications;

32. (PKD 42.91.Z) Construction of water projects;

33. (PKD 42.99.Z) Construction of other civil engineering projects n.e.c.;

34. (PKD 43.21.Z) Electrical installation;

35. (PKD 45.20.Z) Maintenance and repair of motor vehicles, except motorcycles;

36. (PKD 46.17.Z) Agents involved in the sale of food, beverages and tobacco;

37. (PKD 46.18.Z) Agents specialised in the sale of other particular products;

38. (PKD 46.19.Z) Agents involved in the sale of a variety of goods;

39. (PKD 47.41.Z) Retail sale of computers, peripheral units and software in specialised stores;

40. (PKD 47.42.Z) Retail sale of telecommunications equipment in specialised stores;

41. (PKD 47.53.Z) Retail sale of carpets, rugs, wall and floor coverings in specialised stores;

42. (PKD 47.59.Z) Retail sale of furniture, lighting equipment and other household articles in specialised stores;

43. (PKD 47.71.Z) Retail sale of clothing in specialised stores;

44. (PKD 47.72.Z) Retail sale of footwear and leather goods in specialised stores;

45. (PKD 47.76.Z) Retail sale of flowers, plants, seeds, fertilisers, pet animals and pet food in specialised stores;

46. (PKD 47.78.Z) Other retail sale of new goods in specialised stores;

47. (PKD 49.41.Z) Freight transport by road;

48. (PKD 52.10.A) Warehousing and storage of gas fuels;

49. (PKD 52.10.B) Warehousing and storage of other goods;

50. (PKD 52.21.Z) Service activities incidental to land transportation;

51. (PKD 56.10.A) Restaurants and mobile food service activities;

52. (PKD 56.21.Z) Event catering activities;

53. (PKD 56.29.Z) Other food service activities;

54. (PKD 56.30.Z) Beverage serving activities;

55. (PKD 58.11.Z) Book publishing;

56. (PKD 58.12.Z) Publishing of directories and mailing lists (e.g. address and telephone);

57. (PKD 58.13.Z) Publishing of newspapers;

58. (PKD 58.14.Z) Publishing of journals and periodicals;

59. (PKD 58.19.Z) Other publishing activities;

60. (PKD 58.21.Z) Publishing of computer games;

61. (PKD 58.29.Z) Other software publishing;

62. (PKD 59.20.Z) Sound recording and music publishing activities;

63. (PKD 60.10.Z) Wired telecommunications activities;

64. (PKD 60.20.Z) Television programming and broadcasting activities;

65. (PKD 61.10.Z) Wired telecommunications activities;

66. (PKD 61.20.Z) Wireless telecommunications activities, except satellite telecommunications;

67. (PKD 61.30.Z) Satellite telecommunications activities;

68. (PKD 61.90.Z) Other telecommunications activities;

69. (PKD 62.01.Z) Computer programming activities;

70. (PKD 62.02.Z) Computer consultancy activities;

71. (PKD 62.03.Z) Computer facilities management activities;

72. (PKD 62.09.Z) Other information technology and computer service activities;

73. (PKD 63.11.Z) Data processing, hosting and related activities;

74. (PKD 63.12.Z) Web portals;

75. (PKD 64.19.Z) Other monetary intermediation;

76. (PKD 64.20.Z) Activities of holding companies;

77. (PKD 64.30.Z) Trusts, funds and similar financial entities;

78. (PKD 64.99.Z) Other financial service activities, except insurance and pension funding n.e.c;

79. (PKD 66.12.Z) Security and commodity contracts brokerage;

80. (PKD 66.19.Z) Other activities auxiliary to financial services, except insurance and pension funding;

81. (PKD 68.10.Z) Buying and selling of own real estate;

82. (PKD 68.20.Z) Renting and operating of own or leased real estate;

83. (PKD 68.32.Z*) Management of real estate on a fee or contract basis;

84. (PKD 70.10.Z) Activities of head offices, except holding companies;

85. (PKD 70.21.Z) Public relations and communication activities;

86. (PKD 70.22.Z) Business and other management consultancy activities;

87. (PKD 71.11.Z) Architectural activities;

88. (PKD 71.12.Z) Engineering activities and related technical consultancy;

89. (PKD 71.20.A) Food quality technical testing and analysis;

90. (PKD 71.20.B) Other technical testing and analysis;

91. (PKD 73.11.Z) Advertising agencies;

92. (PKD 73.12.A) Media representation, i.e. sale or re-sale of time and space for various media soliciting advertising (radio&TV);

93. (PKD 73.12.B) Media representation, i.e. sale or re-sale of time and space for various media soliciting advertising (printed media);

94. (PKD 73.12.C) Media representation, i.e. sale or re-sale of time and space for various media soliciting advertising (Internet);

95. (PKD 73.12.D) Media representation, i.e. sale or re-sale of time and space for various other media soliciting advertising;

96. (PKD 73.20.Z) Market research and public opinion polling;

97. (PKD 74.90.Z) Other professional, scientific and technical activities n.e.c.;

98. (PKD 77.21.Z) Renting and leasing of recreational and sports goods;

99. (PKD 77.22.Z) Renting of video tapes and disks;

100. (PKD 77.29.Z) Renting and leasing of other personal and household goods;

101. (PKD 77.33.Z) Renting and leasing of office machinery and equipment (including computers);

102. (PKD 77.35.Z) Renting and leasing of air transport equipment;

103. (PKD 77.39.Z) Renting and leasing of other machinery, equipment and tangible goods n.e.c.;

104. (PKD 78.10.Z) Activities of employment placement agencies;

105. (PKD 78.20.Z) Temporary employment agency activities;

106. (PKD 78.30.Z) Other human resources provision;

107. (PKD 80.10.Z) Private security activities, except security systems service activities;

108. (PKD 80.20.Z) Security systems service activities;

109. (PKD 80.30.Z) Investigation activities;

110. (PKD 81.10.Z*) Combined facilities support activities;

111. (PKD 81.21.Z) General cleaning of buildings and industrial facilities;

112. (PKD 81.22.Z) Building and industrial cleaning activities;

113. (PKD 81.29.Z) Other cleaning activities;

114. (PKD 81.30.Z) Landscape service activities;

115. (PKD 82.91.Z) Activities of collection agencies and credit bureaus;

116. (PKD 82.92.Z) Packaging activities;

117. (PKD 82.99.Z) Other business support service activities n.e.c.;

118. (PKD 84.25.Z) Fire service activities;

119. (PKD 85.32.A) Technical secondary education;

120. (PKD 85.32.B) Vocational secondary education;

121. (PKD 85.51.Z) Sports and recreation education;

122. (PKD 85.52.Z) Cultural education;

123. (PKD 85.59.B) Other education n.e.c.;

124. (PKD 85.60.Z) Educational support activities;

125. (PKD 86.10.Z) Hospital activities;

126. (PKD 86.21.Z) General medical practice activities;

127. (PKD 86.22.Z) Specialist medical practice activities;

128. (PKD 86.90.A) Activities of physiotherapists;

129. (PKD 86.90.B) Ambulance service;

130. (PKD 86.90.C) Activities of nurses and midwives;

131. (PKD 86.90.D) Activities of paramedics;

132. (PKD 86.90.E) Other human health activities n.e.c.;

133. (PKD 87.10.Z) Residential nursing care activities;

134. (PKD 87.20.Z) Residential care activities for mental retardation, mental health and substance abuse;

135. (PKD 87.30.Z) Residential care activities for the elderly and disabled;

136. (PKD 88.91.Z) Child day-care activities;

137. (PKD 88.99.Z) Other social work activities without accommodation n.e.c.;

138. (PKD 95.11.Z) Repair of computers and peripheral equipment;

139. (PKD 96.01.Z) Washing and (dry-)cleaning of textile and fur products.”

III. SHAREHOLDER'S EQUITY

§ 6

1. The Company's share capital amounts to sixty million, seven hundred and fifty seven thousand, three hundred and ten zloty (PLN 60,757,310).
2. The share capital is divided into two hundred thousand (200,000) first issue Series A bearer shares, with a par value of five zloty (PLN 5.00) each, one hundred thousand (100,000) second issue Series B bearer shares, with a par value of five zloty (PLN 5.00) each, five million (5,000,000) third issue Series C registered shares with voting preference (one share confers the right to two votes), with a par value of five zloty (PLN 5.00) each, three million, five hundred and thirty eight thousand, four hundred and sixty two (3,538,462) third issue Series C non-preference registered shares, with a par value of five zloty (PLN 5.00) each, and three million, three hundred and thirteen thousand (3,313,000) fourth issue Series D bearer shares, with a par value of five zloty (PLN 5.00) each. 

§7

1. A shareholder who intends to dispose of Series C preference shares shall notify the Company's Management Board in writing, specifying the number of the shares that he intends to dispose of, the price and the material terms on which the shares are to be disposed of and the person who is to acquire the shares.
2. The Management Board shall immediately, but no later than within 7 days from the date of receipt of the notice referred to in Par. 7.1 above, notify in writing the other holders of Series C registered preference shares of the intended disposal of Series C registered preference shares, enclosing a copy of the notice referred to in Par.7.1. These shareholders shall have the pre-emptive right to acquire the Series C registered preference shares intended for disposal at a price equal to their book value as disclosed in the Company's most recent audited financial statements. The shareholders may exercise the pre-emptive rights by delivery of a written representation to the Management Board on their intention to acquire the Series C registered preference shares and paying for the shares within two weeks from the date of receipt of the notification from the Management Board. If more than one holder of Series C registered preference shares delivers a representation on the intended exercise of the pre-emptive rights, they shall exercise their pre-emptive rights pro-rata to the number of Series C registered preference shares already held.
3. If after the completion of the procedure defined in Par.7.1 and Par. 7.2 there are Series C registered preference shares that have not been acquired by any of the shareholders holding pre-emptive right, then, within two (2) weeks following the date stipulated for the submission of the representation on intended exercise of the pre-emptive right, the Management Board may select from among the other shareholders another person to purchase the shares, who shall pay a price not lower than the price of shares provided for in Par.7.2.
4. If the Management Board does not designate the purchaser referred to in Par.7.3 above, or if the purchaser designated by the Management Board fails to pay the purchase price defined in Par.7.3 within two weeks from the date of submission of the representation on intended exercise of the pre-emptive rights, the shareholder may dispose of the remaining Series C registered preference shares at its discretion.
5. Disposal of Series C registered preference shares in breach of the above procedure shall be ineffective with respect to the Company.

§ 8

1. The Company's share capital may be increased by way of an issue of new shares or increasing the par value of the existing shares.
2. The share capital may be increased using the Company's internally generated funds, in accordance with Art. 442 et seq. of the Polish Code of Commercial Companies.
3. New issue shares may be registered or bearer shares.
4. New issue shares may be covered with cash and/or non-cash contributions.
5. Registered shares may be converted into bearer shares at the request of a shareholder and upon approval by the General Shareholders Meeting. Bearer shares may not be converted into registered shares.

§ 8.1

1. The Management Board may increase the Company's share capital once or several times in succession by a total maximum of PLN 22,500,000 through the issue of bearer shares (target capital).
2. In the scope of increases in the Company's share capital resulting from the target capital and the issue of subscription warrants referred to in Art. 8.1.6 below, the Management Board is authorised to deprive, in the interests of the Company, the existing shareholders of their subscription rights and subscription warrants in whole or in part upon approval by the Supervisory Board.
3. The Management Board may release shares in exchange for contributions in cash and in kind.
4. The Management Board may not release preference shares or confer personal privileges to shareholders acquiring shares in connection with an increase of the share capital within the scope of the target capital.
   Authorisation of the Management Board to increase the share capital within the scope of the target capital shall expire on June 28th 2013.
5. As part of authorisation of the Management Board to increase the share capital within the scope of the target capital, the Management Board may issue, once or multiple times, subscription warrants on terms at the discretion of the Management Board, with the right under the share subscription expiring no later than on the day specified in Art. 8.1.5 above. The Management Board is not obliged to issue subscription warrants; it may also issue subscription warrants entitling to acquisition of all or some of the shares issued within the scope of the target capital.
6. The Management Board may determine the issue price of the shares issued within the scope of the target capital and may release shares in exchange for contributions in kind upon approval by the Supervisory Board.
7. Shares issued within the scope of the target capital shall participate in the dividend on the following principles:
   a)  shares released or recorded for the first time on the securities account on the day of determination of dividend rights (at the latest), participate in the dividend starting from the profit for the previous financial year, i.e. since January 1st of the financial year immediately preceding the year in which the shares were issued or recorded on the securities account for the first time;
   b)  shares released or recorded for the first time on the securities account on the day following the day of determination of dividend rights participate in the dividend starting from the profit for the financial year in which the shares were released or recorded on the securities account for the first time, i.e. since January 1st of that financial year.
    

§ 9

1. The Company may issue bonds and other securities as provided for by the law. On the basis of General Shareholders Meeting's resolutions the Company shall have the right to issue bonds convertible into shares or bonds with pre-emptive rights.

§ 10

1. The Company's shares may be retired upon the consent of the shareholder affected by such retirement, by way of purchase of the shares by the Company (voluntary retirement).
2. The shares may be retired pursuant to a General Shareholders Meeting's resolution.
3. The General Shareholders Meeting's resolution on the retirement of shares shall specify the manner and the terms of the retirement, in particular the legal basis for the retirement, the amount of compensation due to shareholders for the retirement of the shares or reasons for retirement without any compensation, as well as the manner in which the Company's share capital is to be reduced.

IV. COMPANY'S GOVERNING BODIES

§ 11

The Company's governing bodies shall be:

1. Management Board,
2. Supervisory Board,
3. General Shareholders Meeting. 

A. MANAGEMENT BOARD

§ 12

1. The Management Board shall be composed of three to seven members, including the President. The number of members for a given term of office shall be defined by the Supervisory Board.
2. The term of office of the Management Board shall be three consecutive years. The mandate of a member of the Management Board shall expire on the date of the General Shareholders Meeting which approves the financial statements for the last full financial year in which the member held the position on the Management Board.
3. The Supervisory Board shall appoint the President of the Management Board and the other members of the Management Board.
4. Any member of the Management Board may be removed from office by the Supervisory Board at any time. Such a removal shall not prejudice such member's claims under the employment contract or any other legal relationship whereby he held the position of a member of the Management Board.
5. Any or all members of the Management Board may be suspended in their duties for important reasons by virtue of a resolution of the Supervisory Board.
6. Without the consent of the Supervisory Board, a member of the Management Board may not engage in any competitive business or participate in any competitive company, as a partner in a civil-law or other partnership or a member of a governing body of an incorporated company, or participate in other competitive legal persons as a member of a governing body.
7. The Supervisory Board shall define the remuneration for members of the Management Board, whether employed on the basis of an employment contract or any other type of contract.

§ 13

1. The Management Board shall manage the Company and represent it in relations with third parties.
2. All issues related to the management of the Company and not delegated by way of an act of law or these Articles of Association to the General Shareholders Meeting or the Supervisory Board shall fall within the scope of powers and duties of the Management Board.
3. The resolutions of the Management Board shall be adopted by an absolute majority of votes. In the event of a tie, the President of the Management Board shall have the casting vote.
4. The Rules of Procedure for the Management Board shall precisely define the mode of operations of the Management Board. The Rules of Procedure shall be adopted by the Management Board and approved by the Supervisory Board.

§ 14

Each member of the Management Board acting individually shall have the right to make representations on behalf of the Company.

§ 15

In contracts or disputes between the Company and a member of the Management Board, the Company shall be represented by the Supervisory Board or a proxy appointed by virtue of resolution of the General Shareholders Meeting. If the General Shareholders Meeting appoints the proxy, the Company shall be represented exclusively by the proxy.

B. SUPERVISORY BOARD

§ 16

1. The Supervisory Board shall be composed of not fewer than five members and not more than nine members, including the Chairman, the Deputy Chairman and the Secretary. The number of the Supervisory Board members is established by the General Meeting of Shareholders.
2. The procedure of appointing and dismissing members of the Supervisory Board shall be as follows:

1. Members of the Supervisory Board appointed in accordance with Par. 16.2.b above may not be persons related to the Company or holders of series C registered preference shares.
2. Members of the Supervisory Board meet the requirement referred to in Par. 16.3 above if:

1. Members of the Supervisory Board shall be appointed for a common term of office lasting three consecutive years.
2. The mandate of Supervisory Board member appointed prior to the termination of the Supervisory Board term of office shall expire on the same day as the mandates of other members of the Supervisory Board.

§ 17

1. The Supervisory Board shall appoint the Deputy Chairman and the Secretary from among the Supervisory Board members.
2. The Chairman of the Supervisory Board or, in his absence, the Deputy Chairman or another member of the Supervisory Board designated by the Chairman shall convene and chair meetings of the Supervisory Board.

§ 18

1. The meetings of the Supervisory Board shall be convened on an ad hoc basis, however no less frequently than once a quarter.
2. The Management Board or a member of the Supervisory Board may request that the Supervisory Board meeting be convened, by presenting the proposed agenda.
3. The Chairman of the Supervisory Board shall convene the meeting within two weeks following the receipt of the request.
4. If the Chairman of the Supervisory Board fails to convene the meeting in accordance with Par.18.3 above, it may be convened by the requesting party, specifying the date, place and proposed agenda.
5. Resolutions of the Supervisory Board are validly adopted if at least half of the Supervisory Board members are present at the meeting, and all Supervisory Board members have been invited to the meeting.”
6. Resolutions of the Supervisory Board shall be adopted by an absolute majority of votes. In the event of a tie, the Chairman of the Supervisory Board shall have the casting vote.
7. The Supervisory Board Members may take part in adopting Board’s resolutions by casting a vote in writing through intermediation of another Member of the Supervisory Board. Casting a vote in writing shall not apply to issues included in the agenda during the meeting of the Supervisory Board. The Supervisory Board may adopt resolutions in writing or making use of the means of remote communication. A resolution adopted in writing or making use of the means of remote communication is valid if all Members of the Board have been notified of the contents of a draft resolution. Adopting resolutions in writing through intermediation of another member of the Supervisory Board, in writing or making use of the means of remote communication, shall not apply to elections of the Chairman and Deputy Chairman of the Supervisory Board, appointment of a Member of the Management Board and dismissal or suspension from office of the aforementioned. A vote cast by making use of the means of remote communication should be confirmed by the voting Member in writing within seven days following the casting of the vote. The confirmation should be submitted to the Chairman of the Supervisory Board.
8. The organisation and the mode of operation of the Supervisory Board shall be defined in the Rules of Procedure for the Supervisory Board adopted by the Supervisory Board and approved by the General Shareholders Meeting.

§ 19

1. The Supervisory Board shall exercise day-to-day supervision over the Company's activities in all areas of its operations.
2. The scope of powers of the Supervisory Board shall include in particular:

§ 20

1. The Supervisory Board shall exercise its duties jointly, but it may delegate its members to perform certain supervisory activities individually.
2. Supervisory Board members shall receive remuneration for the performance of their duties, in accordance with the rules defined by the General Shareholders Meeting.
3. Members of the Supervisory Board delegated to exercise on-going supervision individually shall receive separate remuneration in the amount set by the General Shareholders Meeting. Such members must comply with the non-compete regulations referred to in Art. 380 of the Polish Code of Commercial Companies.

C. GENERAL SHAREHOLDERS MEETING

§ 21

1. The General Shareholders Meeting shall be convened as Ordinary or Extraordinary General Shareholders Meeting. An Ordinary General Shareholders Meeting should be convened within six months of the end of the Company's financial year.
2. An Extraordinary General Shareholders Meeting shall be convened by the Company's Management Board on its own initiative, or at a written request of the Supervisory Board, or of the Shareholder(s) representing one-twentieth of the Company's share capital. An Extraordinary General Shareholders Meeting convened at a request of the Supervisory Board or of the Shareholders representing one-twentieth of the Company's share capital should be held within two weeks as of the date of submitting the request.
3. The Supervisory Board may convene an Ordinary General Shareholders Meeting, in the event the Management Board has not convened it within the timeframe set in the Articles of Association, and an Extraordinary General Shareholders Meeting, if it finds convening such meeting advisable. The Shareholder(s) representing one-fifth of the Company’s share capital shall also have the right to convene an Ordinary General Shareholders Meeting in the event the Management Board has not convened it within the timeframe set in the Articles of Association.
4. The Shareholders representing at least one half of the share capital or at least one half of the total vote in the Company may convene an Extraordinary General Shareholders Meeting and appoint the Chairman of such meeting.         
5. A General Shareholder Meeting shall be convened by way of placing an announcement on the Company’s website and in the manner defined for submission of current reports, pursuant to the provisions of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies. The announcement should be made at least 26 days before the date of the General Shareholders Meeting.
6. Convening a General Shareholders Meeting, the Supervisory Board or Shareholders shall comply with the requirements specified in Art. 21.5.
7. Resolutions may also be adopted without the General Shareholders Meeting being formally convened if the total of the share capital is represented and none of those present object to the convening of the General Shareholders Meeting or placing certain matters on its agenda.

§ 22

1. The General Shareholders Meeting may only adopt resolutions concerning matters included into the agenda, unless the total share capital is represented at the Meeting and none of those present object to the adoption of a given resolution.
2. The agenda shall be drawn up by the Company's Management Board.
3. The Supervisory Board and the Shareholder(s) representing at least one-tenth of the Company's share capital may request placement of individual matters on the agenda of the next General Shareholders Meeting.
4. If a request referred to in Par. 22.3 above is submitted after the announcement convening a General Shareholders Meeting, it shall be regarded as a request for convening the next General Shareholders Meeting.

§ 23

General Shareholders Meetings shall be held at the Company's registered offices or in the city where the registered offices of the stock exchange on which the Company shares admitted to public trade are listed are located.

§ 24

1. The resolutions adopted at the General Shareholders Meeting shall be valid if the attending shareholders represent no less than 30% of the share capital.
2. Resolutions shall be adopted by an absolute majority of the votes cast, unless these Articles of Association or the absolutely binding legal regulations provide for more strict criteria for the adoption of a given resolution.

§ 25

1. Voting shall be open except for circumstances stipulated in Art. 420 of the Polish Code of Commercial Companies.
2. Resolutions concerning a material change in the Company's business activities shall be always voted on in open personal voting.

§ 26

1. Subject to Art. 26.2, the General Shareholders Meeting shall be opened by the Chairman of the Supervisory Board or a person designated by him. In the event these persons are absent the General Shareholders Meeting shall be opened by the President of the Management Board or a person designated by the Management Board. Then, the Chairman of the Meeting shall be selected from among the persons entitled to attend the General Shareholders Meeting.
2. If pursuant to the general provisions of law in force the body convening the General Shareholders Meeting has the right to appoint the Chairman of the Meeting or the Chairman has been appointed by the court of registration, the General Shareholders Meeting shall be opened and presided over by the Chairman of the Meeting thus appointed.
3. The General Shareholders Meeting shall adopt its own Rules of Procedure, defining the detailed procedure for holding the Meeting.

§ 27

The powers of the General Shareholders Meeting shall include in particular:

1.1/ Review and approval of the Director's Report on the Company's activities and the financial statements for the preceding financial year,
1.2/ Adoption of the resolution on profit distribution or loss coverage,
1.3/ Granting approval for the performance of duties by the Company's governing bodies,
1.4/ Defining the rules of the remuneration of the members of the Supervisory Board,
1.5/ Amendments to the Company's Articles of Association,
1.6/ Increase or reduction of the Company's share capital,
1.7/ Mergers and transformations of the Company,
1.8/ Dissolution and liquidation of the Company,
1.9/ Issue of convertible bonds or bonds with the pre-emptive rights,
1.10/ Retirement of shares,
1.11/ Establishment of earmarked funds,
1.12/ Approval of the sale or lease of the Company's enterprise or an organised part thereof and of their encumbrance with usufruct or other limited property rights,
1.13/ Decision-making with respect to claims for repair of damage inflicted in the establishment of the Company, its management or supervision,
1.14/ Adoption of the rules of procedure for the General Shareholders Meeting,
1.15/ Approval of the rules of procedure for the Supervisory Board.

 

V. MANAGEMENT OF THE COMPANY

§ 28

The organisation of the Company is defined in the rules of organisation adopted by the Management Board.

§ 29

1. The Company shall maintain its accounting records in accordance with the applicable regulations.
2. The calendar year shall be the financial year for the Company.

§ 30

1. The Company establishes the following types of capital:
      1.1/ share capital;
      1.2/ reserve funds.
2. The Company may establish capital reserves and other earmarked funds.

§ 31

1. Resolutions on the distribution of the Company's profit for a given financial year shall be adopted by the General Shareholders Meeting.
2. The Company's net profit may be allocated in particular to:
      1/ reserve funds,
      2/ dividend,
      3/ capital reserve,
      4/ earmarked funds.
3. The shareholders have the right to a share in the annual profit allocated by the General Shareholders Meeting for payment of dividend. Dividend is paid in proportion to the par value of their shareholdings.
4. The Management Board of the Company may pay interim dividend to the shareholders if the Company has funds sufficient for such a payment. The payment of interim dividend requires the consent of the Supervisory Board.
5. The date of dividend payment is specified by the General Shareholders Meeting in the resolution on distribution of annual profit among the shareholders.

VI. FINAL PROVISIONS

§ 32

Any issues not provided for in these Articles of Association shall be governed by applicable provisions of the Polish Code of Commercial Companies.

§ 33

The Company shall publish its announcements in the official journal Monitor Sądowy i Gospodarczy unless applicable legal regulations require that the announcements be published otherwise.