ARTICLES OF ASSOCIATION OF GROCLIN S.A. (consolidated text, providing for amendments introduced at the Ordinary GM of 23 September 2014)

Transcription

1 ARTICLES OF ASSOCIATION OF GROCLIN S.A. (consolidated text, providing for amendments introduced at the Ordinary GM of 23 September 2014) CHAPTER I GENERAL PROVISIONS 1 The Company was established as a result of transformation of INTER GROCLIN AUTO spółka z ograniczoną odpowiedzialnością with registered seat in Karpicko near Wolsztyn into a joint stock company. 2 The Company shall operate under the name GROCLIN Spółka Akcyjna. The Company may use an abbreviated name GROCLIN S.A. and a distinguishing graphic mark. 3 The seat of the Company shall be in Grodzisk Wielkopolski The Company shall operate on the territory of the Republic of Poland and abroad. 2. The Company may establish and operate plants, branch offices, representative offices and other units, join and create new business entities on the territory of the Republic of Poland and abroad. The term of the Company is unlimited. 5 CHAPTER II OBJECT OF THE COMPANY S ACTIVITY 6 The object of the Company s activity is: 1) manufacture of electric motors, generators and transformers PKD [27.11.Z]. 2) manufacture of electricity distribution and control apparatus - PKD [27.12.Z]. 3) manufacture of fibre optic cables PKD [27.31.Z]. 4) manufacture of other electronic and electric wires and cables PKD [27.32.Z]. 5) manufacture of wiring devices PKD [27.33.Z]. 6) manufacture of electric lighting equipment PKD [27.40.Z]. 7) manufacture of other electrical equipment PKD [27.90.Z].

2 8) manufacture of fluid power equipment PKD [28.12.Z]. 9) manufacture of electrical and electronic equipment for motor vehicles - PKD [29.31.Z]. 10) manufacture of other parts and accessories for motor vehicles, except motorcycles - PKD [29.32.Z]. 11) manufacture of railway locomotives and rolling stock PKD [30.20.Z]. 12) manufacture of other furniture - PKD [31.09.Z]. 13) maintenance and repair of machines PKD [33.12.Z]. 14) maintenance and repair of electrical equipment PKD [33.14.Z]. 15) maintenance and repair of other transport equipment PKD [33.17.Z]. 16) installing industrial machinery, equipment and appliances PKD [33.20.Z]. 17) construction of railways and underground railways PKD [42.12.Z]. 18) construction of utility projects for electricity and telecommunications PKD [42.22.Z]. 19) electrical installation PKD [43.21.Z]. 20) maintenance and repair of motor vehicles except motorcycles PKD [45.20.Z]. 21) wholesale of parts and accessories for motor vehicles except motorcycles - PKD [45.31.Z]. 22) retail sale of parts and accessories for motor vehicles except motorcycles PKD [45.32.Z]. 23) agents involved in the sale of machinery, industrial equipment, ships and aircraft PKD [46.14.Z]. 24) agents specialized in the sale of other particular products PKD [46.18.Z]. 25) wholesale of electronic and telecommunications equipment and parts PKD [46.52.Z]. 26) wholesale of other machinery and equipment - PKD [46.69.Z]. 27) other specialized wholesale -PKD [46.7]. 28) non-specialized wholesale - PKD [46.90.Z]. 29) road transport of goods PKD [49.41.Z]. 30) hotels and similar accommodation - PKD [55.10.Z]. 31) restaurants and other fixed food service activities - PKD [56.10.A]. 32) beverage preparation and serving activities - PKD [56.30.Z]. 33) wireless telecommunications activities, except satellite telecommunications PKD [61.20.Z]. 34) software related activities PKD [62.01.Z]. 35) activities related to it consultancy PKD [62.02 Z]. 36) activities related to it devices management PKD [62.03.Z]. 37) other monetary intermediation PKD [64.19.Z]. 38) activities of holding companies PKD [64.20.Z]. 39) financial leasing PKD [64.91.Z]. 40) other credit granting PKD [64.92.Z]. 41) other financial service activities, not elsewhere classified, except insurance and pension funds PKD [64.99.Z]. 42) other personal and property insurance - PKD [65.12.Z]. 43) buying and selling of own real estate PKD [68.10.Z]. 44) renting and operating of own or leased real estate - PKD [68.20.Z].

3 45) accounting, bookkeeping and auditing activities; tax consultancy PKD [69.20.Z]. 46) activities of head offices and holdings, except financial holdings PKD [70.10.Z]. 47) other business and other management consultancy activities PKD [70.22.Z]. 48) engineering activity and related technical consultancy, general management, construction supervision PKD [71.12.Z]. 49) other technical testing and analyses PKD [71.20.B]. 50) activity of advertising agencies - PKD [73.11.Z]. 51) market research and public opinion polling - PKD [73.20.Z]. 52) renting and leasing of passenger cars and vans PKD [77.11.Z]. 53) renting and leasing of other motor vehicles, except motorcycles PKD [77.12.Z]. 54) renting and leasing of other machinery, equipment and tangible goods, not elsewhere classified PKD [77.39.Z]. 55) activities of employment placement agencies - PKD [78.10.Z]. 56) temporary employment agency activities - PKD [78.20.Z]. 57) other human resources provision - PKD [78.30.Z]. 58) office administrative service activities PKD [82.11.Z]. 59) photocopying, document preparation and other specialized office support activities PKD [82.19.Z]. 60) other extracurricular education, not elsewhere classified - PKD [85.59.B]. 61) medical practice activities - PKD [86.2]. 62) physiotherapeutic activities - PKD [86.90.A]. 63) operation of sports facilities - PKD [93.11.Z]. 64) physical well-being service activities - PKD [96.04.Z]. 65) other personal service activities, not elsewhere classified - PKD [96.09.Z]. The Company shall take up activity, which requires permits or concessions upon obtaining relevant permits or concessions. CHAPTER III SHARE CAPITAL. SHARES 7 1. The share capital of the Company amounts to 11,577,873,00 (eleven million five hundred seventy seven thousand eight hundred seventy three) zlotys and is divisible into: a) 382,500 of A series ordinary bearer shares of nominal value of 1.00 (one) zloty each, b) 2,442,500 of B series ordinary bearer shares of nominal value of 1.00 (one) zloty each, c) 675,000 of C series ordinary bearer shares of nominal value of 1.00 (one) zloty each, d) of D series ordinary bearer shares of nominal value of 1.00 (one) zloty each, e) of E series ordinary bearer shares of nominal value of 1.00 (one) zloty each. f) of F series ordinary bearer shares of nominal value o 1.00 (one) zloty each. 2. (deleted).

4 3. Shares preference nullification shall be against compensation. The compensation amount and the payment date shall be set by the General Meeting. The General Meeting may condition compensation payment and introduce different payment principles, depending on the amount of compensation payable to a shareholder. 4. Pursuant to Resolution no. 3/2013 of the Extraordinary General Meeting of the Company of 25 April 2013 on the issue of A series subscription warrants, a conditional increase of share capital by way of F series shares issue, including voidance of the present shareholders full pre-emptive right with respect to subscription warrants and F series shares, applying for admission of F series shares to trading on a regulated market and an amendment of the Articles of Association, the share capital of the Company was conditionally increased by the amount of 6,077,873 (six million seventy seven thousand eight hundred seventy three) zlotys, by issue of 6,077.,873 (six million seventy seven thousand eight hundred seventy three) F series ordinary bearer shares of nominal value of 1.00 (one) zloty each to award rights to acquire shares by holders of A series subscription warrants issued by the Company on the basis of the abovementioned Resolution. 7A 1. Shareholders have a right to a share in profit shown in the financial statement audited by a statutory auditor and designated by the General Meeting for distribution to the shareholders. 2. The General Meeting sets a date, on which it determines the list of shareholders authorised to receive a dividend for a given financial year (record date) and date of dividend payment. The dividend payment date should be set in such way that dividend payment can be effected within a time limit not longer than 15 business days of the record date. Setting a longer time interval between these dates requires a detailed justification. 3. The Management Board is authorised to pay shareholders an advance on account of dividend anticipated at the end of the financial year, if the Company has sufficient funds for such payment. Advance payment requires the Supervisory Board s consent A shareholder shall notify the Management Board in writing of its intention to sell A series registered preference shares specifying the number of shares intended for disposal, the selling price, material conditions of sale and the identity of the buyer. 2. The Management Board shall promptly, however not later than within 7 days of receipt of the notice referred to in section 1 above, notify in writing its intention to sell A series registered preference shares to the remaining shareholders of the Company holding A series registered preference shares, and attach a copy of the notice referred to in section 1. These shareholders shall have pre-emptive right to buy A series registered preference shares intended for sale, for the price corresponding to their balance sheet value determined on the basis of the Company s last audited financial statement. Shareholders may exercise the pre-emptive right by filing a written declaration to the Management Board of their intention to buy A series registered preference shares and pay the price for acquired shares within two weeks of the receipt of the notice from the Management Board. In case declarations are filed by several shareholders holding A series registered preference shares, these shareholders shall exercise the pre-emptive right proportionately to the number of A series registered preference shares already in their possession. Should any A series registered preference shares remain nor acquired by authorised shareholders upon completion of the procedure regulated in sections 1 through 2 above, the

5 Management Board may, within two weeks of expiry of the time limit for shareholders to file declarations of intent to exercise the pre-emptive right, specify a person from among the remaining shareholders of the Company, who will pay a price not lower than the price of shares determined in conformity with section 2 in this article. 3. In the event that a buyer referred to in section 3 above is not specified or if the buyer specified by the Management Board fails to pay the acquisition price for the shares as specified in conformity with section 3 in this article within two weeks of expiry of the time limit for shareholders to file declarations of intent to exercise the pre-emptive right, a shareholder may freely dispose of the remaining A series registered preference shares. 4. Disposal of A series registered preference shares without observing to the above procedure shall be ineffective towards the Company The Company s share capital may be increased by way of issue of new shares or increasing the nominal value of existing shares. 2. The share capital may also be increased with the company s funds, in conformity with provisions of art. 442 and subsequent of the Code of Commercial Partnerships and Companies. 3. Shares of each new issue may be registered shares or bearer shares. 4. Shares of each new issue may be acquired for in cash and/or non-cash contribution. 5. Conversion of registered shares into bearer shares may be effected at request of a shareholder and with the General Meeting s consent. Conversion of bearer shares into registered shares is inadmissible. Conversion of a registered preference share into a bearer share shall nullify the preference. 6. The Company s shares are issued in series, designated with subsequent letters of the alphabet. 7. The share capital may be reduced thorough decreasing the nominal value of shares or through redemption of a proportion of shares. 8. Increases or decreases of share capital shall take effect through a resolution of the General Meeting. In the interest of the Company the General Meeting may divest the existing shareholders of the pre-emptive right, in part or in whole. 9. The Company may issue bonds, in particular convertible bonds and senior bonds Shares may be redeemed with the shareholder s consent through shares acquisition by the Company (voluntary redemption). 2. Voluntary redemption of the Company s shares may occur against compensation or gratuitously. 3. The General Meeting, at the Management Board s request approved by the Supervisory Board, may adopt a resolution on shares redemption, a resolution on reducing the share capital and on relevant amendments to the Articles of Association. Competencies that are not reserved by a resolution of the General Meeting or the Articles of Association to other corporate bodies shall be vested in the Management Board. 4. A resolution of the General Meeting on shares redemption shall specify in particular the legal basis for redemption, the amount of compensation due to the shareholder of redeemed shares

6 or a justification of shares redemption without compensation and the manner of decreasing the share capital. The corporate bodies are: a) the Management Board, b) the Supervisory Board, c) the General Meeting. CHAPTER IV CORPORATE BODIES 11

7 THE MANAGEMENT BOARD The Management Board shall manage the Company s business and represent the Company. 2. All matters which have nor been reserved by law or the Articles of Association as the competencies of the General Meeting or the Supervisory Board, shall fall within the scope of competencies of the Management Board. 3. Management Board resolutions are adopted with absolute majority of votes of Management Board members present at the Management Board meeting. In case of an even number of votes the Management Board President shall have a casting vote. 4. In instances, which require immediate action of the Management Board, resolutions may be adopted in writing. Resolutions in writing are presented to all Management Board members and become binding once signed by at least half of Management Board members, including the Management Board President. 5. Management Board meetings may be held, in instances which require immediate action, without a need of simultaneous gathering of Management Board members in one place, with application of telecommunication or audiovisual means ensuring simultaneous communication between all persons taking part in the meeting. The principles of holding meetings in this manner have been defined in the Rules of the Management Board. 6. Management Board members may take part in adopting resolutions by casting their vote in writing via another Management Board member. Casting a vote in writing may not concern matters included on the agenda at a Management Board meeting. 7. The Rules of the Management Board define in detail the procedures of work of the Management Board. The Rules are resolved by the Management Board The Management Board consists from one to five of members, including President of the Board. 2. Management Board members are appointed and dismissed by the Supervisory Board. 3. The Management Board s term of office shall be four years. 4. Management Board members are appointed for a joint term of office. 5. A Management Board member s mandate shall expire not later than on the date of holding the General Meeting approving the financial statement for the last full financial year of the Management Board member performing its function. 6. A Management Board member s mandate shall also expire as a result of death, resignation or dismissal of the member from the Management Board. 7. A mandate of a Management Board member appointed before the expiration of a given term of office shall expire at the time of expiry of mandates of the other Management Board members In case, when the Management Board composed of several members, making declarations of will on behalf of the Company is entitled President of the Board, in other cases two Management Board members or Management Board member with a proxy.

8 2. To establish a proxy, a consent of all Management Board members is required. Each Management Board member may cancel the proxy. 3. Plenipotentiaries may be appointed to perform actions of a specific type or special actions, acting independently or jointly, within the limits of grated power of attorney. 15 To conclude agreements on behalf of the Company with Management Board members, including employment contracts, managerial contracts, and in disputes between the Company and Management Board members, the Supervisory Board may authorise its Chairman or another Supervisory Board member. SUPERVISORY BOARD The Supervisory Board shall perform continuous supervision over the Company s activity. 2. The competencies of the Supervisory Board, apart from rights and obligations stipulated in applicable laws, shall include in particular: a) assessment of periodical statements, b) assessment of the Management Board s report on activity and the financial statement, a report on the group s activity and the consolidated financial statement of the capital group for the preceding financial year, both in terms of their consistency with the books and documents and with the factual circumstances, and Management Board s proposals concerning profit distribution or loss coverage, and presentation of an annual written report on the results of such assessment to the General Meeting, c) approval of annual budgets for the Company and the entire capital group presented by the Management Board, d) selection of an entity authorised to audit financial statements to conduct financial revision of the Company, e) delegating Supervisory Board members to temporarily engage in performance of duties of Management Board members who are incapable of performance, f) suspending some or all Management Board members for important reasons, g) determining remuneration of Management Board members, a) determining the amount of remuneration for Supervisory Board members temporarily delegated to engage in performance of duties of a Management Board member, h) subject to 13 section 3, appointing and dismissing Management Board members, i) considering and issuing opinions on matters intended as subjects of resolutions of the General Meeting, j) giving consent to: (i) disposal, acquisition, encumbering of the enterprise, its organized part, real property, (ii) incurring a bank loan in excess of the amount of 10,000,000 zlotys, (iii) incurring a liability as part of activity which goes beyond ordinary and ongoing activity of the Company in conformity with the present good practice (Ordinary Activity), in the amount in excess of 3,000,000 zlotys, (iv) acquisition of fixed assets as part of non-ordinary Activity, in the amount in excess of 3,000,000 zlotys; (v) acquisition of shares/stock in companies, (vi) a significant change in the profile of

9 activity (other than extending activity with other products), (vii) incurring a liability as part of Ordinary Activity in one-off or annual amount of 20,000,000 zlotys, k) presenting a brief assessment of the Company s situation to the Ordinary General Meeting every year, taking into consideration the assessment of the internal control system and risk management system significant for the Company, l) giving a consent for conducing by the Company with an entity affiliated with the Company of a significant agreement within the meaning of regulations concerning current and periodical information provided by issuers of securities admitted for trading on regulated market, excluding typical agreements concluded by the Company on market conditions, as part of conducted operating activity, m) approving the risk management policy in the Company s activity prepared by the Management Board, n) approving of internal control policy prepared by the Management Board, o) giving a consent or expressing opinion on matters, referred to the Management Board or a Management Board member by the Supervisory Board. 3. The Supervisory Board shall act on the basis of rules adopted thereby. The Rules of the Supervisory Board define its organization and manner of proceeding. 4. The Supervisory Board may establish committees and appoint persons in charge for conducting the works of such committees. Such committees shall be composed of the Board members. The Board may also invite other persons to participate in committee proceedings other persons. 5. Detailed rules of proceeding for each committee shall be determined in rules resolved by the Supervisory Board. 6. (abrogated). 7. The Supervisory Board is authorised every time when the court decision of the registration of amendments to the Articles of Association comes into force, to establish a consolidated wording of the Articles of Association The Supervisory Board consists of five members, including the Chairman and a Vice-Chairman, appointed for a joint term of office. 1a. Until the time of adaptation, for the first time following an entry in the register of an amendment of 17 section 1 of the Articles of Association made pursuant to Resolution no. 4/2013 of 25 April 2013 of the Extraordinary General Meeting of the Company on amending the Articles of Association, of the Supervisory Board composition to the requirements of 17 section 1 of the Articles of Association, the Supervisory Board consists of five members, including the Chairman, appointed for a joint term of office. 2. At least two Supervisory Board members should be independent members of the Supervisory Board, in conformity with section 5 below. 3. Supervisory Board members are appointed and dismissed by the General Meeting. 4. (deleted). 5. Independent Supervisory Board members and their kins (in particular a spouse, ascendants, descendants) should meet the following criteria: 1) they are not and they have not been employed by the Company, its subsidiaries or dominant companies for the last 3 years,

10 2) they are not and they have not been employed by the Company, its subsidiaries or dominant companies on a position of a Management Board member or another managerial position for the last 5 years, 3) they do not receive any additional remuneration (other than the remuneration for their membership in the Supervisory Board) or any other financial rewards from the Company, its subsidiaries or dominant companies, 4) they are not classified as a direct or indirect holder of shares exceeding 10% of the total number of votes at the General Meeting, nor as representatives, Management Board members, the Supervisory Board or executive officers at such shareholder, 5) they are not and have not been hired as statutory auditors of the Company, its subsidiaries or dominant companies, or as employees of an entity providing services of a statutory auditor to the Company, its subsidiaries or dominant companies, for the last 3 years, 6) they do not have and have not been related by affinity to Management Board members, managing staff of the Company, a legal counsel or dominant shareholder for the last 3 years, 7) they are not and have not been engaged in any significant business relations with the Company, whether directly or indirectly, as a partner, a significant shareholder, member of corporate bodies or serving managerial functions in the last year, 8) they have not served as Supervisory Board members of the Company for more than 12 years of the date of their first election, 9) they are not Management Board members in another company, in which the Company s Management Board member is a Supervisory Board member in such other company. 6. A Supervisory Board member is appointed for a three-year term of office. Board members may be reappointed. 7. The Supervisory Board selects the Chairman and a Vice-Chairman from among themselves. 8. A Supervisory Board member s mandate shall expire not later than on the date of holding the General Meeting approving the financial statement for the last full financial year of the Supervisory Board member performing its function. 9. A mandate shall also expire as a result of death, resignation or dismissal of the Board member. 10. The Supervisory Board appoints another person in place of a Supervisory Board member, whose mandate expired during the joint term of office of the Board. 11. Appointment of a Board member during a joint term of office of the Board requires approval by the nearest General Meeting. In the event approval of a Board member appointed during a joint term of office is refused, the General Meeting shall select a new Board member in place of the person whose appointment was not approved. 12. A mandate of a Supervisory Board member appointed before the expiration of a given term of office shall expire at the time of expiry of mandates of the other Board members. 18 Supervisory Board members may only perform their obligations in person Supervisory Board meetings are held on an as-needed basis, not less frequently than three times a year.

11 2. The Chairman of the Supervisory Board convenes and presides over Supervisory Board meetings. 3. The Chairman also convenes a Supervisory Board meeting at request of a Management Board member or a Supervisory Board member within two weeks of the date such request is received. 4. Every Supervisory Board member is authorised to perform the functions of the Chairman of the Supervisory Board, in particular those enumerated in sections 2 and 3 above, in the event of absence of the Chairman of the Supervisory Board or failure to perform a specific action by the Chairman of the Supervisory Board The Supervisory Board adopts resolutions if at least three members are present at the meeting, and all its members have been invited. 2. In special instances Supervisory Board members may take part in adopting resolutions by casting their vote in writing via another Supervisory Board member. Casting a vote in writing may not concern matters added to the agenda at the Supervisory Board meeting. 3. The Supervisory Board may adopt resolutions in writing or with application of means of direct distant communication. A resolution is binding if all Board members have been notified about the text of the resolution. 4. The venue of the meeting conducted by phone shall be the location of the person who conducts the meeting. 5. Resolutions of the Supervisory Board adopted at teleconferencing sessions shall be valid provided that signatures are placed on the same draft resolution or on separate documents. 6. Resolutions of the Supervisory Board are adopted with absolute majority of votes. In the event that an even number of votes is cast the Chairman of the Supervisory Board shall have a casting vote. 7. Management Board members may take part in Supervisory Board meetings, with the exception of mattes personally concerning Management Board members, in particular appointment and dismissal, liability and decisions on the remuneration of Management Board members. THE GENERAL MEETING The General Meeting adopts resolutions on matters reserved to its competencies, in particular in provisions of the Code of Commercial Partnerships and Companies and the Articles of Association. 2. Resolutions of the General Meeting are required in particular for: a) examination and approval of Management Board s report on the Company s activity and the financial statements and a report on activity of the capital group and the consolidated financial statement of the capital group for the preceding financial year, b) adopting of a resolution on profit distribution or loss coverage and determination of dividend payment date, c) granting discharge to members of corporate bodies, d) appointing and dismissing Supervisory Board members, subject to 17 section 3, e) amendments of the Articles of Association, f) changing the object of the Company s activity,

12 g) increasing or decreasing the share capital, h) merger or transformation of the Company, i) dissolution and liquidation of the Company, j) bonds issue, k) disposal and lease of the enterprise or its organised part and establishment of a limited property right thereon, l) all decisions concerning claims to rectify damage caused through the formation of the company or performing management or supervision, m) matters submitted by the Supervisory Board, n) creating and releasing reserve capitals and special purpose funds, o) adopting resolutions concerning redemption of shares and resolutions on redemption of shares, and in particular determining share redemption principles not provided for in the Articles of Association, p) resolving the Rules of General Meetings, r ) setting the amount of remuneration for Supervisory Board members General Meetings may be ordinary and extraordinary. 2. An ordinary General Meeting shall be held every year, not later than by the end of June. 3. An extraordinary General Meeting is convened in situations specified in the Code of Commercial Partnerships and Companies or in these Articles of Association. 4. A General Meeting is convened by the Management Board. 5. The Supervisory Board convenes an Ordinary General Meeting in the event that the Management Board fails to convene the General Meeting within the time limit referred to in section The Supervisory Board convenes an Extraordinary General Meeting whenever the Board deems it reasonable, and the Management Board fails to convene a Meeting within 14 days of the Supervisory Board s request to that effect. 7. A shareholder or shareholders representing at least one twenty fifth of the share capital may demand that an Extraordinary General Meeting be called and specific matters be included on the agenda. A request to call an Extraordinary General Meeting shall be submitted to the Management Board in writing or in electronic form. 23 General Meetings may be held at the seat of the Company, in Grodzisk Wielkopolski, Zielona Góra or in Poznań. 23a Starting from 2013 participation in the General Meeting with application of electronic communication means is allowed, provided that information about such possibility is provided in the notification about a given General Meeting. In such event the Company shall ensure: a) transmission of the session of the General Meeting in real time,

13 b) two-sided communication in real time, during which the shareholders will be able to discuss during the session of the General Meeting being in another location than the GM venue, c) voting by a shareholder in person or by a plenipotentiary during the General Meeting Subject to instances identified in the Code of Commercial Partnerships and Companies, the General Meeting is valid irrespective of the number of shares represented thereat. 2. Shareholders may participate in the General Meeting in person or through plenipotentiaries. A power of attorney must be granted in writing, otherwise null and void Resolutions of the General Meeting shall be adopted with an absolute majority of votes, unless the provisions of the Code of Commercial Partnerships and Companies or the Articles of Association provide for more stringent conditions. 2. (abrogated). 3. (abrogated) The General Meeting is opened by the Chairman of the Supervisory Board or its, and then a chairman is selected from among the persons authorised to take part in the General Meeting. In the event that these persons are absent, the General Meeting is opened by the president of the management board or a person indicated by the management board. 2. (abrogated). 3. (abrogated). 4. Voting shall be by open ballot. Secret ballot is ordained in case of elections and on motions on dismissal of members of corporate bodies or liquidators, on holding them liable, and on personnel matters. Apart from that secret ballot shall be ordained at request of even one of the shareholders present or represented at the General Meeting. 5. Members of the Supervisory Board and the Management Board shall participate in the General Meeting in a composition, which enables giving substantial response to questions asked during the General Meeting. 26 A Draft resolutions and other important materials proposed for adopting by the General Meeting should include a justification and an opinion of the Supervisory Board. CHAPTER V COMPANY S ACCOUNTING The Company shall keep its accounting in conformity with applicable regulations. 2. A financial year corresponds to the calendar year.

14 28 The Company creates the following capitals and funds: 1. share capital, 2. supplementary capital, 3. reserve capital from revaluation,, 4. other reserve capitals and funds as defined by way of a resolution of the General Meeting. 29 The Company s net profit may be allocated in particular for: 1. allocations for supplementary capital, 2. allocations for other capitals and funds, 3. dividend for shareholders, 4. other purposes as defined in a resolution of the General Meeting. CHAPTER VI FINAL PROVISIONS For matters not provided for herein, provisions of the Code of Commercial Partnerships and Companies shall apply accordingly. 2. The company shall publish announcements required by applicable laws in Monitor Sądowy i Gospodarczy.