Statute Of Pamapol S.A. Joint Stock Company
STATUTE OF PAMAPOL S.A. JOINT STOCK COMPANY
(Consolidated text)
General provisions
Article 1
1. The business names of the Company is PAMAPOL Spółka Akcyjna.
2. The Company may use the abbreviated form PAMAPOL S.A.
Article 2
The registered office of the Company is in Rusiec.
Article 3
1. The Company was created by transforming the limited liability company with the business name “PAMAPOL” Sp. z o.o.
2. The duration of the Company is unlimited.
Article 4
1. The Company operates in the Republic of Poland and abroad.
2. The Company can create and operate branches, representative offices or other organisational units in Poland and abroad, and can also participate in other companies or joint ventures.
Article 5
The corporate purpose of the Company is:
1. Processing and preserving of meat, excluding poultry meat (10.11.Z)
2. Processing and preserving poultry meat (10.12.Z)
3. Production of meat products, including poultry meat products (10.13.Z)
4. Processing and preserving of potatoes (10.31.Z)
5. Other processing and preserving of fruit and vegetables (10.39.Z)
6. Manufacture of condiments and seasonings (10.84.Z)
7. Manufacture of prepared meals and dishes (10.85.Z)
8. Manufacture of other food products n.e.c. (10.89.Z)
9. Retail trade of motor vehicle parts and accessories, excluding motorcycles (45.32.Z)
10. Agents involved in the sale of food, beverages and tobacco (46.17.Z)
11. Wholesale of meat and meat products (46.32.Z)
12. Retail sale of fruit and vegetables in specialised stores (47.21.Z)
13. Retail sale of meat and meat products in specialised stores (47.22.Z)
14. Other retail sale of food in specialised stores (47.29.Z)
15. Retail sale of automotive fuel in specialised stores (47.30.Z)
16. Freight transport by road (49.41.Z)
17. Financial leasing (64.91.Z)
18. Advertising agencies (73.11.Z)
19. Agency in sale of time and space for advertising in radio and television (73.12.A )
20. Agency in selling advertising space in printed media (73.12.B)
21. Agency in selling advertising time and space in electronic media (Internet) (73.12.C)
22. Agency in selling advertising time and space in other media (73.12.D)
23. Renting and leasing of cars and light motor vehicles (77.11.Z)
24. Organisation of trade fairs, trade exhibitions and congresses (82.30.Z)
Share capital, shares, transfer of shares, redemption of shares, bond issues
Article 6
1. The share capital of the Company is PLN 23,166,700 (twenty-three million, one hundred sixty-six thousand, seven hundred zlotys) and is divided into:
1) 17,166,700 (seventeen million, one hundred sixty-six thousand, seven hundred)
series A ordinary bearer shares, each with a par value of PLN 1 (one zloty),
2) 6,000,000 (six million) series B ordinary bearer shares, each with a par value of
PLN 1 (one zloty).
2. Shares of the Company can be registered shares or bearer shares.
3. Bearer shares of the Company cannot be exchanged for registered shares. If registered shares are issued, they can be exchanged for bearer shares – subject to restrictions arising from the Commercial Companies Code.
4. The Company’s share capital can be increased through a resolution of the General Meeting of Shareholders, by issuing new shares (registered or bearer shares) for cash or non-cash contributions, or by increasing the par value of all shares already issued.
Article 7
1. The Company’s shares can be redeemed with the consent of the Shareholder through the acquisition of shares by the Company (voluntary redemption).
2. The detailed conditions and procedure for redeeming shares is on each occasion specified by a resolution of the General Meeting of Shareholders, after which the Management Board, acting within the limits of the authorisation arising from that resolution, acquires the Company’s own shares from the Shareholders for the purpose of redeeming them, and convenes the General Meeting of Shareholders so that a resolution can be adopted on the redemption of shares acquired by the Company in order to redeem them and to adopt a resolution on lowering the share capital.
Article 8
The Company has the right, on the basis of a resolution of the General Meeting of Shareholders, to issue bonds, including bonds which can be converted into shares of the Company.
The Company’s corporate bodies
Article 9
The Company’s corporate bodies are:
a) the Management Board,
b) the Supervisory Board,
c) the General Meeting of Shareholders.
The Management Board
Article 10
1. The Management Board of the Company is composed of from 1 (one) to 5 (five) persons appointed and recalled by the Supervisory Board. The Management Board is composed of the President of the Management Board of the Company and members of the Management Board of the Company. The function of Vice-President of the Management Board cannot be entrusted to more than two members of the Management Board.
2. The Supervisory Board of the Company determines the number of members of the Management Board. In the case of a single-person Management Board, the sole member of the Management Board exercises the function of President of the Management Board. In the case of a Management Board composed of two or more members, the Supervisory Board entrusts the function of President of the Management Board to one of the Management Board members. During the term of office of the Management Board, the Supervisory Board can recall the President of the Management Board from his/her function, leaving him/her on the Management Board and at the same time appointing another member of the Management Board as President of the Management Board.
3. The first term of office of the Management Board lasts two years, and subsequent ones five years – taking Article 10 par. 4 into consideration.
4. The members of the Management Board of the Company are appointed for a joint term of office (Joint Term of Office), and the first Management Board of the Joint Term of Office will be appointed in the course of the deliberations of the Ordinary General Meeting of Shareholders which approves the financial statements for 2005.
5. The mandates of members of the Management Board shall expire on the day on which the General Meeting of Shareholders approving the financial statements for the last financial year of the Joint Term of Office is held. The mandate of a Management Board member appointed before the lapse of a given Joint Term of Office shall expire at the same time as the mandates of the other members of the Management Board.
Article 11
1. The following are authorised to submit declarations of intent and to sign documents on behalf of the Company:
- the President of the Management Board independently,
- two members of the Management Board jointly, or a member of the Management Board jointly with a registered holder of a commercial power of attorney or an authorised representative within the limits of that person’s authorisation, with respect to management of rights or contracting obligations with a value of more than PLN 500,000 (five hundred thousand zlotys),
- a member of the Management Board independently with respect to management of rights or contracting obligations with a value of not more than PLN 500,000 (five hundred thousand zlotys).
2. Establishing a commercial power of attorney requires the consent of all members of the Management Board. Each member of the Management Board can revoke a commercial power of attorney.
3. An authorised representative or representatives of the Company, acting independently or jointly within the limits of the power of attorney granted to them, can be appointed to perform legal or factual acts. A power of attorney shall be granted and revoked according to the procedure envisaged for submitting declarations of intent on behalf of the Company.
4. Management Board members should participate in deliberations of the General Meeting of Shareholders, provided that this does not collide with their performing their ongoing obligations. The President of the Management Board is obliged to take part in the deliberations of the General Meeting of Shareholders.
5. Without the consent of the Supervisory Board, a Management Board member cannot be concerned with competitive interests or participate in a rival company as a partner of a civil or private partnership or as a member of a corporate body of an incorporated entity, or take part in another rival legal person as a member of a corporate body. This prohibition also applies to participation in a rival incorporated entity if a member of the Management Board holds at least 10 per cent of the ownership interests or shares in it, or the right to appoint at least one member of the Management Board.
6. The Management Board is obliged to draw up financial statements and a report on the Company’s operations not later than within three months after the lapse of the financial year.
Article 12
The procedure of work of the Management Board and the division of powers between individual members of the Management Board are determined by the By-laws of the Management Board resolved by the Management Board and approved by the Supervisory Board.
Article 13
1. Members of the Management Board can be employed by the Company on the basis of an employment contract or another agreement, or can receive remuneration for exercising functions on the corporate bodies of the Company.
2. In agreements between the Company and members of the Management Board, and in disputes with them, the Company shall be represented by the Supervisory Board. Agreements, including employment contracts with members of the Management Board, shall be signed on behalf of the Supervisory Board by its Chairman, determining the amount of their remuneration and bonuses, after the content of such agreements and the amount of the remuneration and bonuses are first approved by a resolution of the Supervisory Board. In the event of the absence of the Chairman of the Supervisory Board, the Deputy Chairman of the Supervisory Board shall sign agreements. Other operations connected with the employment relationship of a member of the Management Board shall be carried out according to the same procedure.
3. Individual or all members of the Management Board of the Company can be suspended from their duties for important reasons by way of a resolution of the Supervisory Board.
The Supervisory Board
Article 14
1. The Supervisory Board is composed of at least 5 (five) and not more than 7 (seven) members appointed and recalled by the General Meeting of Shareholders, with the proviso that, until public company status is obtained, the Supervisory Board shall be composed of from 3 (three) to 7 (seven) members.
2. The first term of office of the Supervisory Board lasts one year, and subsequent ones three years – taking Article 14 par. 4 into consideration.
3. The General Meeting of Shareholders determines the number of members of the Supervisory Board.
4. The members of the Supervisory Board are appointed for a joint term of office (Joint Term of Office), and the first Supervisory Board of the Joint Term of Office will be appointed in the course of the deliberations of the Ordinary General Meeting of Shareholders which approves the financial statements for 2005.
5. The Supervisory Board elects from its members the Chairman of the Supervisory Board, the Deputy Chairman and the Secretary at the first meeting of a new term of office. During a term of office, the Supervisory Board can recall the Chairman, the Deputy Chairman and the Secretary of the Supervisory Board from their functions, leaving them on the Supervisory Board and at the same time appointing another member of the Supervisory Board to those functions.
6. The mandates of members of the Supervisory Board shall expire on the day on which the General Meeting of Shareholders approving the financial statements for the last financial year of the Joint Term of Office is held. The mandate of a Supervisory Board member appointed before the lapse of a given Joint Term of Office shall expire at the same time as the mandates of the other members of the Supervisory Board.
7. From the moment that shares of the Company are traded on the stock exchange, at least two members of the Supervisory Board will be Independent Members in the case of a Supervisory Board composed of five or six members, and at least three members in the case of a Supervisory Board composed of seven members. Independent Members should meet the following conditions:
a) an Independent Member must not be a person who was a member of the Management Board of the Company or an associated company within the meaning of the Commercial Companies Code, or a registered holder of a commercial power of attorney of the Company or an associated company within the last five years;
b) an Independent Member must not be a senior management employee of the Company or a company associated with the Company within the meaning of the Commercial Companies Code, nor a person who had been such an employee in the last three years. A senior management employee shall be understood to mean a person who is a manager or a director of organisational units of the Company or an associated company, and who is directly subordinated to the Management Board of the Company or specific members of the Management Board of the Company or the management board of an associated company;
c) an Independent Member must not receive, from the Company or a company associated with the Company, any other remuneration except for exercising a function on the Supervisory Board, particularly including for participation in an options programme or another programme of remuneration for results;
d) an Independent Member must not be a Shareholder holding shares of the Company constituting at least 10 per cent of the Company share capital, or a person connected with that Shareholder or representing that Shareholder;
e) an Independent Member must not be a person who is currently maintaining, or has maintained over the last year, significant commercial relations with the Company or a company associated with the Company, whether directly or as a partner, shareholder, management board member, registered holder of a commercial power of attorney or a senior management employee of an entity having such relations with the Company or a company associated with the Company;
f) an Independent Member must not be a person who is currently, or has within the last three years been, a partner or employee of the current or former auditor of the Company;
g) an Independent Member must not be a management board member or a registered holder of a commercial power of attorney in another company in which a member of the Management Board or a registered holder of a commercial power of attorney of the Company exercises the function of member of the supervisory board;
h) an Independent Member must not exercise a function on the Supervisory Board for longer than three terms of office;
i) an Independent Member must not be a spouse or a close relative of a member of the Management Board, a registered holder of a commercial power of attorney or the persons referred to in letters a)-h) above. Close relatives shall be considered to be relatives and relations by affinity up to the second degree.
8. Independent Members of the Supervisory Board are appointed by the General Meeting of Shareholders from among the candidates indicated by a Shareholder or a group of Shareholders representing not more than 20 per cent of the share capital of the Company present at the Meeting of Shareholders. If no Shareholder entitled to put forward candidates as Independent Members of the Supervisory Board exercises that right, a Shareholder or a group of Shareholders representing over 20 per cent of the share capital present at the General Meeting of Shareholders can put forward candidates as Independent Members of the Supervisory Board. If no candidate is put forward, an Independent Member of the Supervisory Board will not be appointed.
Article 15
1. The Chairman of the Supervisory Board convenes and chairs meetings of the Board and manages its work. In the event of absence of the Chairman, meetings are chaired by the Deputy Chairman of the Supervisory Board, and in the event of absence of both the Chairman and the Deputy Chairman, the oldest member of the Board takes over.
2. Meetings of the Supervisory Board are convened as necessary but no less than once every three months.
3. The Management Board or a member of the Supervisory Board may request that a meeting of the Supervisory Board be convened and propose an agenda. The Chairman of the Supervisory Board, or, in his absence or limited availability, the Deputy Chairman, convenes a meeting within two weeks from the receipt of the motion.
4. Supervisory Board resolutions are adopted by an absolute majority of votes. If there is a tie, the vote cast by the chairman of the meeting will prevail.
5. In order for the resolutions of the Supervisory Board to be valid:
1) all members of the Supervisory Board must be notified seven days in advance by registered letter, letters sent by courier, fax or email, unless all members of the Supervisory Board agree to hold the meeting without observing the above seven-day notice period and confirm it in writing or sign the attendance list,
2) at least half of the members of the Supervisory Board must be present at the meeting.
6. The Supervisory Board meeting may be held without being formally convened if all of its members agree to it no later than on the day of the meeting and confirm it in writing or sign the attendance list.
7. Members of the Supervisory Board may participate in adopting resolutions by casting their vote in writing via another member of the Supervisory Board. Votes cast in writing cannot pertain to matters added to the agenda during Supervisory Board meetings.
8. Resolutions cannot be adopted on matters not covered by the agenda, unless all members of the Supervisory Board are present at the meeting and none of them objects thereto.
9. The Supervisory Board may also adopt resolutions in writing or using secure means of IT communication. Voting in writing or via conference call is ordered by the Chairman or Deputy Chairman of the Supervisory Board. Resolutions adopted in this manner are transcribed in the form of minutes by the person chairing the meeting. The minutes should be signed by all members of the Supervisory Board participating in the written vote or conference call. Resolutions are valid when all members of the Supervisory Board have been notified about the wording of draft resolutions. The date of adopting a resolution is the date on which the person chairing the meeting signs the minutes.
10. Adopting resolutions in the manner set out in par. 7 and 9 does not apply to appointing, recalling and suspending Management Board members and appointing and recalling the Chairman and Deputy Chairman of the Supervisory Board.
Article 16
The Supervisory Board operates on the basis of the by-laws adopted by the General Meeting, which set forth the guidelines for the operation of the Board in detail.
Article 17
1. The Supervisory Board oversees the Company’s activities.
2. The powers of the Supervisory Board include, in particular:
a) reviewing the Company’s financial statements for the previous financial year in terms of their consistency with the books and documents and with the factual status,
b) reviewing the Management Board’s report on the Company’s activity in the last financial year in terms of their consistency with the books and document and with the factual status, as well as assessment of the Management Board’s motions with respect to distributing profits or covering losses,
c) providing the General Meeting with a written report on the activities referred to in points (a) and (b),
d) appointing and recalling Management Board members,
e) granting approval of a Management Board member’s activity that is competitive to the Company's interests, participation in competing businesses as an open partner or a member of the businesses' governing bodies. Resolutions approving a Management Board member’s activity that is competitive to the Company’s interests as an open partner or a member of the competitive business’s governing bodies cannot be adopted if one Independent Member reasonably objects to them in writing, unless other Independent Members have granted such approval,
f) suspending a Management Board member or the entire Management Board for valid reasons,
g) delegating a Board member or Board members to temporarily serve as a Management Board member in the event of suspension or recall of Management Board members or the entire Management Board, or when the Management Board cannot operate for other reasons,
h) approving the by-laws of the Company’s Management Board,
i) approving the Company’s annual budgets and long-term development plans,
j) approval of the Company incurring obligations or making expenditures or disposals of rights as part of a single transaction or two or more related transactions with a value equivalent to at least 10 percent of the Company's shareholders' equity according to the most recent audited financial statements, not included in the approved budget
In the case of liabilities under long-term contracts, the value of the liability is the combined value of the Company’s benefits under those contracts, as specified for their entire term. In the case of liabilities under contracts concluded for an indefinite term, the value of the liabilities thereunder is the combined value of the Company’s benefits under those contracts during a three-year term. If the value of the benefits under an agreement cannot be determined, its estimated value should be determined. If the Company’s liability or the value of an object or right is denominated in a foreign currency, the value of a liability, expenditure or disposal should be calculated in accordance with the average exchange rate of the National Bank of Poland on the last day of the month preceding the conclusion of the agreement that gave rise to the liability, expenditure or disposal,
k) approving acquisition or subscription of shares in other companies,
l) approving disposals of fixed assets of the Company or the Company’s subsidiary, the value of which exceeds 10% (ten percent) of the net book value of the fixed assets of, respectively, the Company or the Company’s subsidiary, as determined on the basis of the most recent audited financial statements of, respectively, the Company or the Company’s subsidiary, with the exclusion of those that constitute stock that may be sold in the normal course of the company’s business.
m) concluding agreements between the Company and Management Board members. A resolution on the conclusion of the above agreements cannot be made if one Independent Member has objected to it in writing, unless other Independent Members have approved the conclusion of such agreement,
n) approving the conclusion of agreements between the Company or one of its subsidiaries and the Company’s shareholders and entities related to shareholders and Management Board members in each case and with the Company’s employees reporting directly to Management Board members in the case of concluding a single agreement or a series of related agreements with a value exceeding the PLN equivalent of USD 15,000 (fifteen thousand US dollars), calculated at the average USD exchange rate announced by the National Bank of Poland on the date preceding the date of requesting such approval. A resolution on the conclusion of the above agreements cannot be made if one Independent Member has reasonably objected to it in writing, unless other Independent Members have approved the conclusion of such agreements,
A related entity is a person, company or other entity that has economic or family connections with any of the Company’s shareholders or Management Board members, in particular: their spouse or domestic partner, parents and other ascendants of a shareholder and Management Board member, children and other descendants of a shareholder and Management Board member, siblings of a shareholder and Management Board member, children and other descendants of the siblings of a shareholder and Management Board member, parents and other ascendants of the spouse or domestic partner of a shareholder and Management Board member, children and other descendants of the spouse or domestic partner of a shareholder and Management Board member, siblings of the spouse or domestic partner of a shareholder and Management Board member, children and other descendants of the siblings of a spouse or domestic partner of a shareholder and Management Board member and any company or any other entity controlled directly or indirectly by the persons referred to above, or from which the persons referred to above derive considerable economic benefits.
o) determining the rules of remuneration of the Management Board. A resolution determining the rules of remuneration of the Management Board may be adopted if at least one Independent Member (in a Supervisory Board composed of 5 and 6 members) or two Independent Members (in a Supervisory Board composed of seven members) have approved the wording of the agreed rules of remuneration,
p) appointing an auditor to audit the Company’s financial statements. A resolution on the appointment of an auditor to audit the financial statements may be adopted if at least one Independent Member has approved the appointment of the auditor. An objection by an Independent Member to the proposed appointment of an auditor should be justified in writing.
Article 18
1. The Supervisory Board performs its duties as a collective body, but it can also delegate its members to perform selected supervisory duties individually. The delegated members receive additional remuneration, the amount of which is determined in a resolution of the General Meeting.
2. Each Supervisory Board member delegated to perform certain supervisory duties individually may request to be provided with all information related to the scope of duties entrusted thereto and pertaining to the Company’s business and may review the information received from the Company, which includes demanding reports and clarification from the Company’s Management Board and employees. Each Supervisory Board member may review the Company’s accounting records.
3. Supervisory Board members perform their rights and obligations in person.
4. Supervisory Board members may be awarded remuneration. Remuneration for Supervisory Board members is determined by a resolution of the General Meeting. A Supervisory Board member delegated to temporarily serve as a Management Board member receives remuneration in the amount determined to be awarded to the Management Board member whose duties the Supervisory Board member is performing as delegated by the Supervisory Board.
The General Meeting of Shareholders
Article 19
1. The General Meeting can be ordinary or extraordinary.
2. The General Meeting is convened by the Company’s Management Board. The Supervisory Board may convene an Ordinary General Meeting if the Management Board does not convene it before the deadline set forth in the Commercial Companies Code or in the Statute, or an Extraordinary General Meeting, if appropriate. Shareholders representing at least half of the share capital or at least half of all votes in the Company may convene an Extraordinary General Meeting. The shareholders appoint the chairman of the Meeting.
3. An Ordinary General Meeting should be held within six months from the end of each financial year.
4. An Extraordinary General Meeting is convened by the Company’s Management Board on its own initiative, at the written request of the Supervisory Board or at the written request of Shareholders representing at least 1/20 (one twentieth) of the share capital.
5. An Extraordinary General Meeting should be convened within 14 (fourteen) days within the date of submitting the appropriate request.
6. The right to convene a General Meeting is vested in the Supervisory Board, unless the Management Board convenes a General Meeting by the deadline set forth in paragraphs 3 and 5 of this article, and in the Shareholders who unsuccessfully requested that an Extraordinary General Meeting be convened and were authorised to convene it by a registry court.
7. General Meetings are convened in accordance with the procedure set forth in the Commercial Companies Code.
Article 20
1. The General Meeting may adopt resolutions solely in matters covered by the agenda unless the entire share capital is represented at the Meeting and none of the attendees object to holding the General Meeting or adding other matters to the agenda.
2. The shareholder or shareholders representing at least one twentieth of the share capital may request adding specific matters to the agenda of the next General Meeting. The request should be conveyed to the Management Board no later than twenty-one days before the designated date of the Meeting. The request should contain a justification or a draft resolution concerning the proposed agenda item. The request may be submitted via email.
3. The Management Board must immediately, but no later than eighteen days before the designated date of the General Meeting, notify changes to the agenda made at the shareholders’ request. The announcement is made in accordance with the procedure used for convening General Meetings.
4. The Company’s shareholder or shareholders representing at least one twentieth of the share capital may, before the date of the General Meeting, notify the Company, in writing or using electronic means of communication, of draft resolutions on matters added to the agenda of the General Meeting or matters to be added to the agenda. The Company immediately publishes draft resolutions on its website.
5. During the General Meeting, each of the shareholders may propose draft resolutions on matters added to the agenda.
Article 21
General Meetings are held at the Company’s registered office, in Bełchatów, Wieluń or Warsaw.
Article 22
1. The General Meeting may adopt resolutions regardless of the number of Shareholders being present and the number of shares being represented unless the applicable laws or these by-laws contain more stringent rules on adopting resolutions.
2. The resolutions of the General Meeting are adopted by an ordinary majority of votes (more votes for than against, votes abstained are not taken into account), unless the applicable laws or these by-laws contain more stringent rules on adopting resolutions.
Article 23
In the case set out in Article 397 of the Commercial Companies Code, the resolution on dissolving the Company requires an absolute majority of votes.
Article 24
1. Voting is open ballot. Secret ballot voting is decided for votes and in matters regarding motions for recall or suspension of members of the Company’s governing bodies or liquidators or for bringing them to account, as well as in personal matters. Furthermore, a secret ballot vote is introduced at the request of at least one Shareholder authorised to vote.
2. Resolutions regarding material changes of the Company's corporate objects are always adopted in open ballot votes, with the names of the voters disclosed.
3. A material change of the Company’s corporate objects is accomplished without a buy-out of the shares of the Shareholders who do not approve of the change of the corporate objects. Resolutions concerning material changes of the Company’s corporate objects require a majority of 2/3 of the votes, in the presence of persons representing at least half of the share capital. In such votes, each share carries one without, without any privileges or restrictions.
Article 25
1. The General Meeting is opened by the Chairman of the Supervisory Board or his/her nominee. If the Chairman of the Supervisory Board is not present at the General Meeting or does not nominate a person authorise to open the meeting, the General Meeting will be opened by the President of the Management Board or his/her nominee, and in the absence of those, by the Shareholders or its representative holding the highest percentage of shares in the Company’s share capital who is present at the General Meeting. The Chairman of the General Meeting is appointed from among the persons authorised to participate in the General Meeting.
2. The General Meeting adopts its by-laws, setting out in detail the procedure of holding its meetings.
Article 26
1. The General Meeting is empowered to adopt resolutions on the following matters:
a) reviewing and approving the Company’s financial statements and the Management Board’s report on the Company’s operations in the previous financial year,
b) distributing profits or covering losses,
c) discharging members of the Company’s governing bodies from liability for the performance of their duties,
d) amending the Company’s statute,
e) increasing or decreasing the share capital,
f) mergers or transformations of the Company,
g) dissolution or liquidation of the Company,
h) issue of convertible bonds or senior bonds and issue of the warrants referred to in Article 453.2 of the Commercial Companies Code,
i) purchase of own shares in the case set out in Article 362.1.2 of the Commercial Companies Code and authorisation to purchase them in the case set out in Article 362.1.8 of the Commercial Companies Code,
j) redemption of shares and the terms thereof,
k) disposal and lease of the business or an organised part thereof and establishing a limited right in rem thereon,
l) establishing and eliminating reserve capitals, special funds and allocating them,
m) decisions regarding claims for redress of damage caused at the establishment of the Company or during its management or supervision,
n) conclusion, between the Company and its subsidiary, of an agreement on the management of the subsidiary or provision of the profits by the subsidiary,
o) appointing and recalling members of the Company’s Supervisory Board,
p) appointing and recalling liquidators,
q) determining the remuneration for members of the Company’s Supervisory Board,
r) adopting the by-laws of the Supervisory Board,
s) adopting by-laws of the General Meeting,
t) contributions made by the Supervisory Board, Management Board or the Shareholders,
u) introducing the Company’s shares into organised trading in securities.
2. In addition to the matters set out in par. 1, a resolution of the General Meeting is required for other matters set forth in the applicable laws and herein.
3. Motions in matters in which this Statute requires the approval of the Supervisory Board should be submitted together with a written opinion from the Supervisory Board.
4. Acquisition and disposal by the Company of real properties, the right of perpetual usufruct or share in real properties does not require a resolution of the General Meeting.
Management of the Company. The Company’s Accounting
Article 27
The Company’s organisation is described in the organisational by-laws adopted by the Company’s Management Board.
Article 28
1. In addition to the share capital and supplementary capital, the Company establishes and maintains other capitals as required by the applicable laws.
2. The General Meeting may establish and eliminate reserve capitals and special funds during the financial year and at its closing.
Article 29
1. The Company’s financial year is the calendar year.
2. The first financial year begins on the date of registration of the Company and ends on 31 December 2004.
3. The Company must make available to the Shareholders, no later than 15 days before the date of the Ordinary General Meeting, the Company’s annual financial statements, the Management Board's report on the Company's activity, an auditor’s report and opinion, and the Supervisory Board’s report containing the results of its assessment of the financial statements and the Management Board's report on the Company’s activity. The above documents will be made available to Shareholders at the Company’s registered office.
Article 30
1. The Company’s net profit may be allocated in particular to:
a) supplementary capital,
b) reserve capitals and special funds,
c) dividends for Shareholders,
d) other purposes as set out in resolutions of the General Meeting.
2. The Ordinary General Meeting designates the dividend day and the date of disbursement of the dividend.
Final Provisions
Article 31
1. The Company publishes its announcement in Monitor Sądowy i Gospodarczy [Court and Economic Monitor], unless otherwise stated in special provisions or the Statute. The Company may also publish announcements in nation-wide or foreign daily newspapers, but this does not release the Company from the obligation to make the announcements required under the applicable laws in the above Monitor.
2. In matters not regulated herein, the applicable provisions of the Commercial Companies Code and other relevant laws apply accordingly.