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ARTICLES OF ASSOCIATION

of Impel S.A. of Wrocław

 

I. RECITALS

 

Art. 1

The Company's business name is Impel, a joint stock company.

The Company may use the abbreviated name of Impel S.A.

 

Art. 2

The Company's registered seat is located in Wrocław.


Art. 3

The Company is incorporated for an indefinite period.

 

Art. 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

 

Art.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) Trading in 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) Radio broadcasting 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 and TV);

  93. (PKD 73.12.B) Media representation, i.e. sale or re-sale of 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 recreational 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. SHAREHOLDERS' EQUITY

 

Art. 6

  1. The Company's share capital amounts to sixty four million, three hundred and twenty five thousand, eight hundred and eighty five zloty (PLN 64,325,885).

  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 bearer shares, with a par value of five zloty (PLN 5.00) each, 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, and seven hundred and thirteen thousand, seven hundred and fifteen (713,715) fifth issue Series E shares, with a par value of five zloty (PLN 5.00) each.

 

Art. 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 seven days from the date of receipt of the notice referred to in Art. 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 Art. 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 payment 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 Art. 7.1 and Art. 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 the 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 Art. 7.2.

  4. If the Management Board does not designate the purchaser referred to in Art. 7.3 above, or if the purchaser designated by the Management Board fails to pay the purchase price defined in Art. 7.3 within two weeks from the date of submission of the representation on the intended exercise of the pre-emptive rights, the shareholder may dispose of the remaining Series C registered preference shares at its discretion.

  5. The disposal of Series C registered preference shares in breach of the above procedure shall be ineffective with respect to the Company.

Art. 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 Partnerships and 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 subject to approval from the General Shareholders Meeting. Bearer shares may not be converted into registered shares.

 

Art. 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 (authorised capital).

  2. In the scope of increases in the Company's share capital resulting from the authorised capital and the issue of subscription warrants referred to in Art. 8.1.6 below, the Management Board is authorised to deprive, in the Company's interest, the existing shareholders of their pre-emptive rights with regard to shares and subscription warrants, in whole or in part, subject to approval from 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 shares with preferential rights or confer personal privileges to shareholders acquiring shares in connection with an increase in the share capital within the authorised capital limits.

  5. The authorisation of the Management Board to increase the share capital within the authorised capital limits shall expire on 30 November 2016.

  6. As part of the authorisation of the Management Board to increase the share capital within the authorised capital limits, 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 the acquisition of all or some of the shares issued within the authorised capital limits.

  7. The Management Board has been authorised to determine the issue price of the shares issued within the authorised capital limits and to release shares in exchange for contributions in kind, subject to the Supervisory Board's consent.

  8. Shares issued within the authorised capital limits shall participate in the dividend according to the following principles:

  1. shares issued or recorded for the first time on the securities account on the record day at the latest participate in the dividend starting from the profit for the previous financial year, i.e. since 1 January of the financial year immediately preceding the year in which the shares were issued or recorded on the securities account for the first time,

  2. shares issued or recorded for the first time on the securities account on the day following the record day rights participate in the dividend starting from the profit for the financial year in which the shares were issued or recorded on the securities account for the first time, i.e. since 1 January of that financial year

 

Art. 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.

 

Art. 10

  1. The Company's shares may be retired upon the consent of the shareholder affected by such retirement, by way of the 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

 

Art. 11

The Company's governing bodies shall be:

  1. Management Board,

  2. Supervisory Board,

  3. General Shareholders Meeting.

 

A. MANAGEMENT BOARD

 

Art. 12

  1. The Management Board shall be composed of three to seven members, including the President. The number of Management Board members 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 pursuant to the 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.

 

Art. 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.

 

Art. 14

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

 

Art. 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 the 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

 

Art. 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:

2.1 should the General Meeting establish an odd number of members of the Supervisory Board:

a) 3, 4 or 5 members of the Supervisory Board, including the Chairman - in the case the General Meeting of Shareholders establishes the number of the Supervisory Board members to be 5, 7 or 9 - shall be appointed and dismissed by the holders of series C registered preference shares, by voting during the General Shareholders Meeting, by absolute majority of votes conferred by Series C preference registered shares,

b) the remaining members of the Supervisory Board, in the number determined by the General Meeting, are appointed and dismissed by the General Meeting.

2.2 should the General Meeting establish an even number of members of the Supervisory Board:

a) half of the members of the Supervisory Board, including the Chairman, shall be appointed and dismissed by the holders of series C registered preference shares, by voting during the General Shareholders Meeting, by absolute majority of votes conferred by Series C preference registered shares.

b) the remaining members of the Supervisory Board in the number determined by the General Meeting, are appointed and dismissed by the General Meeting.

3. Members of the Supervisory Board appointed in accordance with Art. 16.2.b above may not be persons related to the Company or holders of series C registered preference shares.

  1. Members of the Supervisory Board meet the requirement referred to in Art. 16.3 above if:

a) they are not related through blood or marriage in the first, second, or third degree in the kinship line to the holders of series C registered preference shares, nor are they adopted by them;

b) neither they nor their spouses, ascendants or descendants are employed by the Company or any company of the group under employment contracts or other employment agreement, nor are they members of supervisory or executive authorities of any group company.

  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.

 

Art. 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.


Art. 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 Art. 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 one 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 the intermediation of another Member of the Supervisory Board. The casting of a vote in writing shall not apply to issues added to 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 the 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.


Art. 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:

2.1/ Evaluation of the Directors' Report on the Company's operations, and of the financial statements for the previous financial year with regard to their compliance with the accounting books, documents and the actual state of affairs.

2.2/ Evaluation of the Management Board's recommendations relating to profit distribution or loss coverage.

2.3/ Submission of an annual written report on the results of the evaluation specified in Art. 19.2.1 and Art. 19.2.2 to the General Shareholders Meeting.

2.4/ Appointment and removal from office of the members of the Management Board.

2.5/ Definition of the rules of remunerating the members of the Management Board.

2.6/ Suspension of individual or all members of the Management Board from duties for important reasons.

2.7/ Delegation of Supervisory Board members to perform temporarily the duties of the Management Board members who are unable to perform their duties.

2.8/ Approval of the Rules of Procedure for the Company's Management Board.

2.9/ Selection of a chartered auditor to audit the Company's annual financial statements.

2.10/ Approval of the disposal or acquisition of real property or perpetual usufruct right or interest in real property or perpetual usufruct right.

2.11/ Other issues included in the scope of powers of the Supervisory Board by virtue of absolutely binding laws or pursuant to resolutions of the General Shareholders Meeting.

 

Art. 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 Partnerships and Companies.

 

 

C. GENERAL SHAREHOLDERS MEETING

 

Art. 21

  1. The General Shareholders Meeting shall hold its sessions 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 the 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.

 

Art. 22

  1. The General Shareholders Meeting may only adopt resolutions concerning matters placed on 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 body convening the General Shareholders Meeting.

  3. The Supervisory Board and the Shareholder(s) representing at least one-twentieth of the Company's share capital may request the placement of individual matters on the agenda for the next General Shareholders Meeting.

  4. The request referred to in Art. 22.3 above should be submitted to the Company's Management Board at least 21 days before the General Shareholders Meeting. Any changes to the agenda, made on the request submitted by the Shareholders, will be announced by the Management Board immediately, however no later than 18 days before the set date of the General Shareholders Meeting. Such announcement will be made in the same way as applicable for the convening of a General Shareholders Meeting.

  5. Before the date of the General Shareholders Meeting the Shareholder(s) representing at least one-twentieth of the share capital may submit to the Company, in writing or by means of electronic communication, draft resolutions concerning the issues placed or to be placed on the agenda for the General Shareholders Meeting. The Company will immediately place the draft resolutions on its website.

  6. During the General Shareholders Meeting each Shareholder may submit draft resolutions concerning the issues put on the agenda.

Art. 23

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

 

Art. 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.

 

Art. 25

  1. Voting shall be open except for the circumstances stipulated in Art. 420 of the Polish Code of Commercial Partnerships and Companies.

  2. Resolutions concerning a material change in the Company's business activities shall be always voted on in open personal voting.

Art. 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.

 

Art. 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 operations and the financial statements for the preceding financial year.

1.2/ Adoption of the resolution on profit distribution or loss coverage.

1.3/ Acknowledgement of the fulfilment of their duties to the members of the Company's bodies.

1.4/ Defining the rules of remunerating the members of the Supervisory Board,

1.5/ Amendments to the Company's Articles of Association.

1.6/ Increase or reduction in 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 the 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

 

Art. 28

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

 

Art. 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.

 

Art. 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.

 

Art. 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 to the 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 the distribution of annual profit among the shareholders.

 

 

VI. FINAL PROVISIONS

 

Art. 32

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

Art. 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.