CHARTER OF PROCHEM S.A.

Transcription

1 CHARTER OF PROCHEM S.A. (UNIFIED TEXT) GENERAL PROVISIONS 1 The company s trade name is: PROCHEM Spółka Akcyjna [joint-stock company], and the company may use the abbreviated name PROCHEM S.A. 2 The registered office of the company is located in the capital city of Warsaw. 3 The company pursues business in the territory of the Republic of Poland and abroad. 4 The company may establish branches and sub-branches, set up partnerships or join the existing ones, and also participate in other business organisations in Poland or abroad. The company s duration is indefinite. 5 II SUBJECT MATTER OF THE COMPANY S BUSINESS 6 The subject matter of the company s business comprises service, manufacturing and trade activity in regard to: design, completion, repair, modernisation, restoration, implementation of new technologies, technical consulting, maintenance, facilities management and administration, and project management relating to: - turn-key plants, - industrial facilities and systems, - general and utilities construction facilities, - environment protection facilities and equipment, - system facilities and equipment, - investment projects in the form of general and industrial construction, - historical buildings, - itemised and classified in line with the effective Polish Business Classification, as listed below: 1) Demolition and destruction of buildings; earth works,..... PKD 4511.Z 2) Geological & engineering excavations and drillings,... PKD 4512.Z 3) Construction works connected with erecting buildings,.... PKD 4521.A 4) Construction works in regard to erecting bridge structures,. PKD 4521.B 5) Construction works in regard to network facilities: pipelines, power lines, traction power lines, telecommunication lines transfer networks,. PKD 4521.C 6) Construction works in regard to distributing network facilities: pipelines, power and telecommunication lines local networks, PKD 4521.D 7) Construction works in regard to mining and manufacturing facilities,. PKD 4521.E 8) Construction works in regard to engineering facilities not classified elsewhere,.. PKD 4521.F 9) Construction works in regard to assembly and erecting structures and buildings with the use of prefabricated units,... PKD 4521.G

2 10) Construction of roof structures and roofing, PKD 4522.Z 11) Construction of roads and railroads,... PKD 4523.A 12) Earth works in regard to construction of sports facilities,.. PKD 4523.B 13) Construction of water engineering facilities,.. PKD 4524.Z 14) Construction of scaffoldings,...pkd 4525.A 15) Works in regard to foundation engineering, PKD 4525.B 16) Construction works in regard to erecting structures,...pkd 4525.C 17) Construction works in regard to brickworks,...pkd 4525.D 18) Special construction works not classified elsewhere,..pkd 4525.E 19) Execution in respect to wiring systems of buildings and structures,...pkd 4531.A 20) Execution in respect to signalling wiring systems,..pkd 4531.B 21) Execution in respect to passenger lifts, cargo lifts and escalators,...pkd 4531.C 22) Execution in respect to other wiring systems,..pkd 4531.D 23) Execution in respect to insulation construction works,... PKD 4532.Z 24) Execution in respect to central heating and ventilation systems, PKD 4533.A 25) Execution in respect to water supply and sewerage systems,..pkd 4533.B 26) Execution in respect to gas piping systems,.pkd 4533.C 27) Execution in respect to other civil engineering systems,..pkd 4534.Z 28) Plaster works,... PKD 4541.Z 29) Installation in respect to woodwork,. PKD 4542.Z 30) Execution in respect to floors, wallpapers and wall facing,.pkd 4543.A 31) Stucco decorations,...pkd 4543.B 32) Painting,...PKD 4544.A 33) Glazing,. PKD 4544.B 34) Execution in respect to other finishing works,..pkd 4545.Z 35) Renting of construction and destruction equipment with machine operators,..pkd 4550.Z 36) Activity in respect to construction, urban and engineering planning,. PKD 7420.A 37) Land-surveying and cartographic activity,.. PKD 7420.C 38) Technical research and analysis,.. PKD 7430.Z 39) Development and sale of real property on company s own account,.. PKD 7011.Z 40) Purchase and sale of real property on company s own account...pkd 7012.Z 41) Renting of real property on company s own account.. PKD 7020.Z 42) Housing real property management, PKD 7032.A 43) Other real property management,. PKD 7032.B 44) Renting of construction machines and equipment,.. PKD 7131.Z 45) Renting of office machines and equipment,. PKD 7133.Z 46) Renting of other machines and equipment,...pkd 7134.Z 47) Computer hardware consulting,.pkd 7210.Z 48) Computer software related activity,.. PKD 7220.Z 49) Data processing, PKD 7230.Z 50) Activity in respect to databases,... PKD 7240.Z 51) Other activity in respect to IT,.. PKD 7260.Z 52) Activity in respect to accounting and bookkeeping,. PKD 7412.Z 53) Business and management consulting,. PKD 7413.Z 54) Activity in respect to holding management,. PKD 7415.Z 55) Advertising,.. PKD 7440.Z 56) Employment agency related activity,... PKD 7450.A 57) Cleaning services,. PKD 7470.Z 58) Activity connected with translations and secretarial services,. PKD 7483.Z 59) Other commercial activity not classified elsewhere, PKD 7484.B 60) Activity of agents in respect to sale of wood and building materials,.. PKD 5113.Z 61) Activity of agents in respect to sale of machines, industry equipment,

3 ships and airplanes,.pkd 5114.Z 62) Activity of agents in respect to sale of specific goods or specific groups of goods not classified elsewhere,.. PKD 5118.Z 63) Wholesale of building materials and sanitary equipment,... PKD 5153.B 64) Wholesale of metal goods and equipment and additional heating and hydraulic equipment,..pkd 5154.Z 65) Wholesale of chemical products,..pkd 5155.Z 66) Wholesale of other semi-finished products,. PKD 5156.Z 67) Wholesale of waste material and scrap, PKD 5157.Z 68) Wholesale of construction machines, PKD 5162.Z 69) Wholesale of office machines and equipment,. PKD 5164.Z 70) Wholesale of other machines and equipment for industry, trade and water transport,..pkd 5165.Z 71) Other retail sale outside shop network, PKD 5263.Z 72) Other forms of providing credit, PKD 6522.Z 73) Other financial agency services not classified elsewhere,... PKD 6523.Z 74) Supporting financial activity not classified elsewhere, PKD 6713.Z 75) Other activities connected with health care not classified elsewhere,.. PKD 8514.C 76) Waste and rubbish disposal,... PKD 9000.A 77) Waste neutralization, PKD 9000.B 78) Sewage disposal,...pkd 9000.D 79) Publishing magazines and periodicals, PKD 2213.Z 80) Other publishing activity,..pkd 2215.Z 81) Other printing activity not classified elsewhere,...pkd 2222.Z 82) Bookbinding,... PKD 2223.Z 83) Other service activity connected with printing, PKD 2225.Z 84) Metal prefabricated buildings production,.. PKD 2811.A 85) Metal constructions production except service activity,.. PKD 2811.B 86) Service activity in respect to metal constructions installation, PKD 2811.C 87) Service activity in respect to installation, repair works and maintenance of general purpose machines not classified elsewhere, PKD 2924.B 88) Service activity in respect to installation, repair works and maintenance of machine tools and mechanical equipment,. PKD 2940.B 89) Service activity in respect to machines for mining and building industry,. PKD 2952.B 90) Service activity in respect to installation, repair works and maintenance of other special purpose machines,. PKD 2956.B 91) Service activity in respect to installation, repair works, maintenance and rewinding of electric engines, generators and transformers,.. PKD 3110.B 92) Power distributing and controlling equipment production except service activity,. PKD 3120.A 93) Service activity in respect to installation, repair works and maintenance of power distributing and controlling apparatus,..pkd 3120.B 94) Service activity in respect to installation, repair works and maintenance of electric equipment not classified elsewhere,.. PKD 3162.B 95) Service activity in respect to installation, repair works and maintenance of television and radio transmitters,.. PKD 3220.B 96) Service activity in respect to installation, repair works and maintenance of measuring instruments, monitoring devices, research devices, testing instruments and nautical instruments,... PKD 3320.B 97) Metal waste and scrap utilisation, PKD 3710.Z 98) Not-metal waste and damaged products utilisation.... PKD 3720.Z

4 III. SHARE CAPITAL 7 1. The company s share capital amounts to PLN 3, (PLN three million nine hundred thousand) and is divided into 3,900,000 shares of the face value PLN 1 (PLN one) each, including: a) 1,817,500 (one million eight hundred seventeen thousand five hundred) founding shares issued in the form of inscribed shares, b) 682,500 (six hundred eighty two thousand five hundred) B class shares issued in the form of inscribed shares, c) 530,000 (five hundred thirty thousand) C class bearer s shares, d) 870,000 (eight hundred seventy thousand) D class issued in the form of inscribed shares The inscribed founding shares and the inscribed B class shares, taken up by the company s employees, represent preferred shares in the manner and on the terms and conditions mentioned under The company s shares of all issues have been deposited with the National Depository for Securities [Krajowy Depozyt Papierów Wartościowych S.A.] 9 1. The preference granted to shares means that each of those shares represent three votes. 2. The preferred share shall lose the preferential nature: - in the event of exchanging this share into a bearer s share, - upon terminating the employment contract between the shareholder (holder of founding shares or B class shares) and the company, - in the event of selling the preferred share to a person not being the company's employee, - if the title to the preferred share has been inherited by another person not being the company s employee. 3. A share that has lost its preferential nature may not get back the preferential nature mentioned under paragraph At the shareholder s request the inscribed shares shall be converted into bearer s shares. 2. The company shall convert the inscribed shares into bearer s shares twice a year and fulfil the shareholders requests that were submitted to the company by the brokerage offices until 10 January and until 10 July of a given calendar year. 3. The shares proposed for conversion shall be converted and assimilated at times set out by the National Depository for Securities and the Warsaw Stock Exchange in February and August of a given calendar year. 11 The company s shares may be redeemed only on a voluntary basis, within the meaning of Article 359 of the Commercial Companies Code, on the terms and conditions and in the manner described below: 1. In order to carry out the procedure of shares redemption: the General Meeting shall authorise the Company s Management Board to purchase treasury shares with the aim of redeeming the same, the Supervisory Board, at the request of the Management Board, shall set out the terms and conditions of purchase of the company s treasury shares,

5 2. In the event of fulfilling the intended purchase of treasury shares by the company under specified terms and conditions, the Management Board shall inform the General Meeting of: a) the types of shares purchased, b) the quantities of shares purchased, c) the face value of the shares purchased, d) the percentage of those shares in the equity. 3. In the event of accepting the information of purchasing the treasury shares, the General Meeting shall pass resolutions on: a) the redemption of shares, b) the lowering of equity. IV. THE COMPANY S AUTHORITIES 12 The company s authorities shall comprise: 1) the General Meeting, 2) the Supervisory Board, 3) the Company s Management Board. THE GENERAL MEETING The General Meeting shall be convened as ordinary or extraordinary meetings. 2. The General Meeting shall be convened by the Management Board on dates specified under the Commercial Companies Code. 3. Other authorities or persons, indicated in the absolutely binding regulations of the Commercial Companies Code and in cases indicated in the aforesaid regulations shall also have the right to convene the General Meeting All shareholders shall have the right to participate in the General Meeting in person or via proxies. 2. If the Commercial Companies Code does not provide otherwise, the General Meeting may pass resolutions irrespective of the number of attendees and the amount of share capital represented. 3. Each share shall give the right to one vote at the General Meeting, excluding preferred shares where each of those shares shall give the right to three votes The General Meeting may pass resolutions only regarding the matters covered by the session s agenda. 2. The agenda of the General Meeting shall be determined by the Management Board. 3. A shareholder or shareholders representing at least one tenth of the initial capital may demand that an Extraordinary General Meeting be convened and specific items be included in the agenda of the session of the following General Meeting. Such a demand should be submitted in writing to the Management Board at the latest one month prior to the proposed date of the General Meeting.

6 16 The General Meeting shall be opened by the Chairperson of the Supervisory Board or a Supervisory Board member indicated by him/her, and after that the General Meeting shall elect, out of the persons eligible to participate in the General Meeting, the chairperson to take over the chairing of the session The General Meeting shall take decisions as to the following matters: 1) reviewing and approving the reports of the company s Management Board activity and the company s financial statements for the last year, 2) deciding on the distribution of profits or coverage of losses for the past year, 3) acknowledging the fulfilment of duties by the members of the company s authorities, 4) specifying the number of Supervisory Board members, electing and recalling the Supervisory Board, 5) changing the subject matter of the company s enterprise operations, 6) amending the company s charter, 7) redeeming shares, 8) issuing bonds, 9) approving the Bylaw of the Supervisory Board of PROCHEM S.A. 10) other matters which, in accordance with the charter and the Commercial Companies Code, belong to the General Meeting. 2. The General Meeting shall also take decisions on the matters relating to any merger of the company with another entity or other change of its corporate structure, including restructuring by separating a part of the assets representing an enterprise within the meaning of Article 55 1 of the Civil Code. The General Meeting shall pass resolutions concerning those matters by the majority of three fourth (75%) of votes cast in a valid manner. 18 The voting at the General Meeting shall be open. Secret voting shall be ordered when voting on the proposals to recall the members of the company s authorities or liquidators, on bringing them to justice and on personnel-related matters. Apart from that, secret voting should be ordered at the request of at least one of the shareholders present or represented at the General Meeting. B. SUPERVISORY BOARD The Supervisory Board shall comprise at least three but not more than six persons. The members of the Supervisory Board shall be elected by the General Meeting in the quantity of three, four, five or six persons. If the quantity of the Supervisory Board members decreases during the Board s term to three persons, it shall not be required to organise a by-election. 2. The joint term of office of the Supervisory Board members shall last three years. 3. The members of the Supervisory Board shall elect one of their members the Chairperson of the Supervisory Board and the Vice-Chairperson and Secretary, if necessary The Supervisory Board shall hold meetings at least 5 times a year. 2. The Supervisory Board s meetings shall be convened and chaired by the Chairperson of the Supervisory Board. During the absence of the Chairperson of the Supervisory Board the meting shall be chaired by the Vice-Chairperson, if elected, or one of the members elected by the Supervisory Board.

7 3. The Chairperson of the Supervisory Board shall be obliged to convene the Supervisory Board s meeting at the request in writing of the Management Board or at least three members of the Supervisory Board. In such a case, the Chairperson of the Supervisory Board shall be obliged to order the convening of the meeting not later than within two weeks counting from the date of the proposal s submission For validity of the Supervisory Board s resolutions it shall be required to invite to the meeting all members of the Supervisory Board and at least three members present if the Supervisory Board is composed of three to five persons, and in the event of six-person Supervisory Board the presence of at least four members thereof shall be required. 2. The Supervisory Board shall pass resolutions by absolute majority of votes of the members present. In the event of tie on vote, the meeting s chairperson s vote shall be decisive. 3. The Supervisory Board shall be allowed to pass resolutions by means of written voting. 4. The Supervisory Board shall operate on the basis of the bylaw passed by the General Meeting, specifying the mode and manner of exercising the prerogatives thereof The Supervisory Board shall exercise constant governance of the company s operation. 2. Special prerogatives of the Supervisory Board shall include: 1) auditing the report on the Management Board s activity and the company s financial statements, 2) presenting the General Meeting with reports on activities mentioned under item 1, 3) approving programmes and action plans for the company, 4) suspending in their duties or recalling, due to important reasons, the Company s Management Board or individual members thereof and delegating the Supervisory Board members to perform on a temporary basis the duties of the Management Board members if the Management Board members are unable to perform the said duties, 5) approving the organisational structure of the company s enterprise, 6) approving the principles of salary payment to the employees of the company s enterprise, 7) granting consent to making donations by the company, 8) granting consent to setting up new enterprises by the company, establishing companies and joining the existing ones, and selling stocks and shares in other companies, and liquidating companies, 9) choosing the chartered accountant to audit the company s financial statements, 10) granting consent to purchasing and selling the company s real property, 11) deciding upon the terms and conditions of shares purchase with the aim of redemption. 23 The Supervisory Board may delegate its members to perform on an individual basis some governance activities The members of the Supervisory Board shall exercise their rights and duties in person. 2. The members of the Supervisory Board shall receive remuneration in the amount and on the terms and conditions specified in the Bylaw of the Supervisory Board of PROCHEM S.A. 3. The remuneration of the Supervisory Board member delegated to perform activities shall be determined by the Supervisory Board.

8 C. THE COMPANY S MANAGEMENT BOARD The company s Management Board shall comprise one to three members. The President and the other Management Board members shall be appointed for the joint term of office by the Supervisory Board. The Vice-president of the Management Board shall be elected, if necessary. 2. The Supervisory Board may recall the entire Management Board or individual members thereof due to important reasons The Management Board shall handle the company s affairs and represent the company. 2. The President of the company s Management Board shall be authorised to make statements on the company s behalf on a one-person basis. In the event of the other Management Board members and holders of commercial power of attorney, the joint action of two Management Board members or one Management Board member and the holder of commercial power of attorney or two holders of commercial powers of attorney jointly shall be required to make statements on behalf of the company. 27 Agreements and other legal activities on the company s behalf shall be signed or performed with the Management Board members by the Supervisory Board on the basis of resolutions passed. Agreements and other documents shall be signed on behalf of the Supervisory Board by the Chairperson or another authorised member of the Supervisory Board. V. THE COMPANY S BUSINESS 28 The organisation of the company s enterprise shall be determined by the organisational bylaw set forth by the Management Board and approved by the Supervisory Board The company shall keep the books of account in accordance with applicable regulations. 2. Stand-alone financial statements have been drafted by the company in accordance with the International Accounting Standards (IAS) since the trading year The trading year of the company shall be the calendar year The company shall establish the following capitals and funds: 1) share capital, 2) supplementary capital, 3) reserve capital, 4) fringe benefit fund, 5) special-purpose funds. 2. The supplementary capital shall be established from the net annual profit contributions and the variation between the issue and face value of shares. 3. The reserve capital shall be established from net profit contributions and shall be designed to cover individual losses or expenses specified by the General Meeting Shareholders. 4. The fringe benefit fund shall be established from the cost charges and from net annual profit contributions and shall be designated for housing aid for employees of the company s enterprise and fringe benefits for employees and old-age and disability pensioners.

9 5. Special-purpose funds shall be established from net profit contributions for purposes set forth in the resolutions passed by the General Meeting of Shareholders. 6. The contribution to supplementary capital shall represent 8% of the net annual profit until the capital has reached at least 1/3 of the share capital. 31 If the company s balance sheet shows a loss higher than the sum of the supplementary capital and the reserve capital and one third of the initial capital, then the Management Board shall be obliged to immediately convene the General Meeting with the aim of passing resolution on the future existence of the company. 32 The company s net profit may be designed for: 1) dividend for shareholders, 2) contributions to supplementary capital, 3) contributions to reserve capitals and funds established by the company, 4) redemption of the company s treasury shares, 5) other purposes specified in the resolution of the company s relevant authority. VI. THE COMPANY S DISSOLUTION AND LIQUIDATION The company shall be liquidated as a result of resolution of the General Meeting on dissolving the company or due to other reasons provided for by the law. 2. The company shall be dissolved after completing the liquidation. 3. The specific principles of the company s liquidation shall be set forth by the Commercial Companies Code. VII. FINAL PROVISIONS 34 The Company shall publish its announcement in Monitor Sądowy i Gospodarczy. 35 To issues not regulated herein the Commercial Companies Code shall apply. 2. The resolution shall come into force as of the date of registration by the District Court of the amendments to the charter.