The Subject of the Regulations.

Transcription

1 The regulations of the Management Board AWBUD Spółka Akcyjna (joint stock company) in Fugasówka (unified text passed by the resolution No. 13/2011 of the Supevisory Boars of AWBUD Spółka Akcyjna in Fugasówka of May 11 th 2011) 1. The Subject of the Regulations. These Regulations shall determine the organisation of the works of the Management Board of AWBUD Spółka Akcyjna in Fugasówka and the way of performing activities and the responsibilities of the 2. Definitions. For purposes of these Regulations, the following terms shall have the meanings indicated below: 1. Company AWBUD Spółka Akcyjna in Fugasówka entered into the Register of Entrepreneurs the National Court Register in the District Court in Częstochowa Commercial Division of the National Court Register under the number KRS ; 2. General Meeting means General Meeting of the Shareholders of the Company; 3. Supervisory Board means the Supervisory Board of the Company; 4. Management Board means the Management Board of the Company; 5. Shareholder/shareholders shareholder/shareholders of the Company; 6. Articles of Association mean Articles of Association of the Company passed on January 20 th 2011 with the notary deed made by the notary public Barbara Miączewska having her notary office in Lublin, Żwirki i Wigury street 4/3, Repertory A No. 216/2011 corrected by notarial deed of February 21 st 2011, by the notary public Barbara Miączewska having her notary office in Lublin, Żwirki i Wigury street 4/3, Repertory A No. 657/2011as amended; 7. Member of the Management Board means a person dully appointed to the Management Board of the Company, pursuant to the provisions of the Company's Articles of Association and the Code of Commercial Companies; 8. Regulations mean these Regulations of the 3. The 1. The Management Board directs the activity of the Company, manages and disposes of its movable assets as well as the rights vested in the Company,

2 passes resolutions and decisions in any matters not restricted for the General Meeting or the Supervisory Board. 2. The Management Board acts on the basis and in accordance with: 1) binding legal provisions, including the Code of Commercial Companies, 2) Articles of Association of the Company, and 3) these Regulations. 3. The Management Board consists of 1 (one) to 4 (four) members. 4. The members of the Management Board are appointed and recalled by the Supervisory Board. The Supervisory Board also entrusts performing the duties of The President of the Management Board or the Vice-President of the 5. The term of each member of the Management Board lasts 3 (three) years. The mandate of a member of the Management Board shall expire on the day of the Ordinary General Meeting approving the financial statement for the last full trading year of performing the duties of a member of the Management Board. 6. A member of the Management Board may be recalled or suspended in activities also by the General Meeting. 7. The members of the Management Board shall perform their duties personally. 8. The President of the Management Board directs the internal activity of the Company. 4. Representation. 1. In case if the Management Board is single-handed, the sole member of the Management Board shall have the right to represent the Company individually. In case if the Management Board consists of many persons, the Company is represented by 2 (two) members of the Management Board jointly or by one member together with a proxy. 2. Directing the declarations to the Company as well as serving the documents may be done to each member of the 5. Powers and duties of the 1. The Management Board collectively directs the current activity of the Company and in particular: 1) undertakes any necessary actions or actions specified for the proper management of the activity of the Company in the scope prescribed by the Articles of Association in accordance with the resolutions passed by the General Meeting and the Supervisory Board, exclusive of the rights restricted by law or by virtue of the Articles of Association to the competence of the General Meeting or the Supervisory Board; 2) represents the Company in any judicial and extrajudicial activities; 3) manages the assets and carries the matters of the Company.

3 2. The Management Board performs also the following activities: 1) calls the General Meetings in accordance with binding legal provisions and in terms prescribed by them; 2) maintains and keeps the book of minutes and the book of resolutions of the Management Board as well as keeps the book of minutes and the book of resolutions of the Supervisory Board; 3) until the end of the 3 (third) month before the end of the trading year the Management Board of the Company shall perform the annual financial statement and the statement of the activity of the Company and, after examining them and giving the opinions by the expert auditors, together with a bill of a resolution on dividing the profit or covering the loss, the expert auditors opinion and report, shall submit it to the Supervisory Board for its assessment in the course of article of the Code of Commercial Companies, not later than 26 (twenty-six) days prior to the term of the Ordinary General Meeting; 4) ensures term examinations of the Company statements by the expert auditor; 5) presents to the Supervisory Board or the Management Board any necessary data, explanations and documents concerning the Company and its activity; 6) ensures administrative and official service of other bodies of the Company; 7) informs a proper Register Court about any changes of the Company data contained in the National Court Register in accordance with binding legal provisions and in terms prescribed by them; 8) works out long-term strategic plans of the Company as well as annual budgets of the Company; 9) ensures keeping the accounting and trading books of the Company and drawing up the financial statements as well as other documents of the Company in the way compliant with binding legal provisions; 10) ensures drawing up any tax and financial documents in accordance with binding legal provisions and in terms prescribed by them; 11) establishes and ensures the organizational structure of the Company; 12) executes the right of the Company by virtue of participating in the companies of civil law or other companies of commercial law and legal persons or organizations, in particular executes the voting right on shares or stocks possessed by the Company; 13) draws up the unified text of the Articles of Association for the internal use. 3. The Management Board is obliged to obtain the consent of the Supervisory Board in the matters in which the consent is required by the binding legal provisions, the Articles of Association and the resolutions of the General Meeting and the resolutions of the Supervisory Board passed in accordance with the binding legal provisions and within the powers. 4. Additionally, the President of the Management Board shall perform the following activities: 1) organizing the internal activity of the Management Board; 2) ensuring the proper maintenance and keeping of the books of minutes from the meetings of the Management Board; 3) informing the other members of the Management Board about any events

4 concerning the Company and its activity which require the collective decisions of the Management Board; 4) organizing the current cooperation of the Management Board with the Supervisory Board including gathering data, documents and other information for the Supervisory Board. 5. Each member of the Management Board shall actively participate in the works of the Management Board, inclusive of taking part in all the meetings of the Management Board and voting on the said meetings. 6. Meetings of the 1. The meetings of the Management Board shall take place with the frequency dependent on the needs, ensuring proper management of the Company and running its enterprise. 2. The members of the Management Board shall participate in the meetings of the Management Board personally. 3. The General Meeting shall be called by the President of the Management Board on his own initiative or for the motion of another member of the 4. The form of calling the meeting as well as the form of filing the motion for calling the meeting are unrestricted. 5. The meetings should be called, if possible, in terms making the possibility of participation in the meeting of each member of the Management Board possible. 6. The President of the Management Board has to be informed about the impossibility of participation in the meeting. 7. The Meetings of the Management Board shall take place in the registered office of the Company or in any other place agreed by all the members of the 8. Each member of the Management Board shall have the right to submit the motions for amending or completing the agenda of the Management Board meeting. 9. The agenda may be widened with the consent of all the members of the Restricting the agenda shall not require the presence of all the members of the 10. The members of the Supervisory Board as well as other persons invited by the members of the Management Board may participate in the meetings of the Management Board without the right of vote unless another member of the Management Board shall object to this fact. 11. The President of the Management Board shall open the meeting of the Management Board, presides over it and watches over its course. In case of absence of the President of the Management Board another member of the Management Board appointed by the members of the Management Board present on the meeting shall open, preside and watch over the course of the meeting. 12. The President of the Management Board or another member of the

5 Management Board appointed in the course specified in section 11 above is in particular obliged to: 1) open the meeting and ascertaining the correctness of its calling and propose the agenda; 2) conduct and close the discussion on the separate points of the agenda; 3) give the floor to the members of the meeting; 4) put the resolutions to the vote and conduct the voting; 5) appoint a person responsible for drawing up the minutes and recording the resolutions; 6) close the meeting. 7. Resolutions of the 1. The Management Board shall take its decisions in the form of resolutions. 2. The Management Board shall pass binding resolutions, if all its members were properly informed about the meeting of the 3. The voting on the meetings of the Management Board shall be open. Each member of the Management Board shall have the right to demand the secrecy of voting. 4. The resolutions of the Management Board shall pass by the absolute majority of votes. In case of the equality of votes the vote of the President of the Management Board shall be decisive. 5. Save as the next sentence, the resolutions of the Management Board are passed on its meetings. The Management Board may pass the resolutions in the written course without holding the meeting if all the members of the Management Board received the bill of a given resolution which is to be passed and expressed their consent on passing the resolution in a written course. 6. The member of the Management Board who does not agree with the passed resolution may submit a motivated dissenting opinion to the minutes. 7. The Management Board shall unanimously decide about granting of procuration. The procuration may be revoked by each member of the 8. In case of clash of interests of the Company with the interests of the member of the Management Board or his/her spouse, relative or kin to the second degree and the persons with whom he/she is personally connected, the member of the Management Board should stop participating in deciding such cases and may demand this fact to be noted down in the minutes. 8. Minutes of the meeting. 1. A person appointed by a member of the Management Board who presides

6 over a given meeting shall draw up the minutes of the meeting. With the consent of all the members of the Management Board participating in the meeting it is possible to depart from drawing up the minutes of the meeting. 2. The minutes of the Management Board meeting should contain in particular: 1) the date and place of the meeting and the declaration, that the meeting was duly called; 2) full names of the participants of the meeting; 3) the agenda; 4) a concise description of the discussion; 5) dissenting opinions; 6) content of the resolutions; 7) results of voting over the separate resolutions, with all the dissenting opinions; 8) other important circumstances. 3. The resolutions should be enumerated in sequence. 4. The resolutions passed on the meeting of the Management Board should be signed on this meeting by all the members of the Management Board participating in the meeting. In case of drawing up the minutes of the Management Board meeting, such minutes covering the content of the resolutions should be accepted and signed by all the members of the Management Board participating in the meeting not later than within 7 (seven) days after the meeting. 5. Written resolutions should be incorporated into the book of resolutions and minutes. 6. The resolution of the Management Board is binding from the moment of its acceptance and signing or signing the minutes of the meeting covering the content of the resolution unless the resolution provides for another date of binding by it. 7. The Management Board may issue the copies of the passed resolutions in case if it is necessary or advisable in connection with the economic activity of the Company. The copies of the resolutions are certified as true copies by the President of the Management Board and should be dated when accepted. 8. Each member of the Management Board shall have the right to inspect into the book of resolutions and minutes. 9. Final provisions. 1. The member of the Management Board leaving from the Management Board is obliged on the day of expiring his/her mandate to convey the President of the Management Board the information about the matters he/she conducted as the member of the Management Board together with all the possessed documentation of the Company and the data and information carriers. At the request of each member of the Management Board the member of the Management Board leaving from the Management Board is obliged to submit within 14 (fourteen) from the date of expiring his/her mandate a detailed

7 statement of the Company s matters conducted by him/her. The said statement shall be submitted to the President of the The transfer shall always take place at the registered office of the Company. In case if the transfer of the matters, documents and data carriers cannot be made to the hands of the President of the Management Board then the member of the Management Board currently present at the address of the registered office of the Company is entitled to acting. The stipulations of the previous sentences shall neither exclude nor offend other duties of the former member of the Management Board of a joint stock company specified by the binding legal provisions. 2. These Regulations shall be binding from the moment of its approval by the Supervisory Board in accordance with the Code of Commercial Companies and the Articles of Association. Any amendment of the Regulations shall require a resolution of the Supervisory Board.