ZAKŁADY TŁUSZCZOWE KRUSZWICA S.A. STATUTES OF THE COMPANY I. GENERAL PROVISIONS

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1 ZAKŁADY TŁUSZCZOWE KRUSZWICA S.A. STATUTES OF THE COMPANY I. GENERAL PROVISIONS 1. The business name of the Company shall read: Zakłady Tłuszczowe "Kruszwica" Spółka Akcyjna. 2. The Company may use its abbreviated name: ZT "Kruszwica" S.A. 1 2 The corporate seat of the Company shall be: Kruszwica The Company was founded by the State Treasury. 2. The Company was incorporated by way of transformation of the state enterprise: Kujawskie Zakłady Przemysłu Tłuszczowego The Company shall operate on the basis of the Commercial Companies Code and other applicable provisions. In the absence of relevant provisions of the Statutes, the provisions referred to in Section 1 shall apply. II. SCOPE OF BUSINESS ACTIVITY OF THE COMPANY. 5 The Company's scope of business activity shall include, according to the Polish Classification of Business Activities (PKD), the following: 1. production of oils and other liquid fats (PKD Z) 2. production of margarine and similar edible fats (PKD Z) 3. production of animal food components rape and soya bean meal, post-hydration sludge and other substances originating from the plant raw materials processing (PKD Z) 4. production of lecithin (PKD Z) 5. production of fatty acids and deodestylates (PKD Z) 6. production of fuel bio-components (PKD Z) 7. production of crude glycerine (PKD Z) 8. production of spices (PKD Z) 9. wholesale of grains, non-processed tobacco, seeds and animal food (PKD Z) 10. wholesale of oils and edible fats (PKD Z) 11. retail sale of other food in specialized outlets (PKD Z) 12. wholesale of fuel bio-components (PKD Z) 13. wholesale of glycerin (PKD Z) 14. retail sale of flowers, plants, seeds, fertilizers, living livestock, livestock food in specialised outlets (PKD Z) 15. wholesale of rape, soya bean and sunflower meal (PKD Z) 16. retail sale of rape, soya bean, sunflower meal (PKD Z) 17. road transport of goods (PKD Z) 18. lease and rental of other motor vehicles with exception of motor bikes (PKD Z) 19. reloading of goods (PKD C) 20. storing and warehousing of other goods (PKD B) 21. places of tourist accommodation and places of short-term accommodation (PKD Z) 1

2 22. fire protection (PKD Z) 23. other business and management counseling (PKD Z) 24. book-keeping and accounting services (PKD Z). 25. lease and management of own or leased real estate property (PKD Z) 26. other business support for financial services with exception of insurance services and pension funds (PKD Z) 27. research and analysis connected with food quality (PKD A) 28. other research and technical analysis (PKD B). 29. production of remaining foodstuffs, not otherwise classified (PKD Z) 30. production of plastic packing (PKD Z) 31. production and supply of steam, hot water and air to air conditioning systems (PKD Z) 32. maintenance and repair of motor vehicles, except for motorcycles (PKD Z) 33. market research and opinion polls (PKD Z) 34. other transportation support activities (PKD C) 35. service activities incidental to land transportation (PKD Z) 36. cargo handling (PKD A) 37. renting and leasing of other machinery, equipment and tangible goods non otherwise classified (PKD Z) 38. retail sale via mail order houses or via Internet (PKD Z) 39. other retail sale not in stores, stalls or markets (PKD Z) 40. other business support service activities non elsewhere classified (82.99.Z). III. INITIAL CAPITAL 6 1. The initial capital of the Company amounts to 171,942, (one hundred seventy one million nine hundred forty two thousand three hundred seventy eight zlotys fifty two groszys). 2. The initial capital is divided into 22,986,949 (twenty two million nine hundred eighty six thousand nine hundred forty nine) shares of a nominal value of 7.48 (seven zlotys forty eight groszys) each, including: 1) 6,040,400 registered shares, including: 2,970,000 series A shares and 3,070,400 series B shares; 2) 16,946,549 bearer shares, including: 3,630,000 series A shares and 3,267,000 series C shares, and 9,401,549 series D shares and 648,000 series E shares Shares may be redeemed in the way and upon the terms and conditions defined by a resolution of the General Assembly. 2. The Company may issue bonds. Convertible bonds and bonds with priority rights may be issued only under a resolution of the General Assembly. IV. GOVERNING BODIES OF THE COMPANY 8 The Company s governing bodies shall be as follows: 1. the Management Board, 2. the Supervisory Board, 3. the General Assembly. 2

3 A. THE MANAGEMENT BOARD OF THE COMPANY 9 1. The Management Board shall consist of four to nine persons. The number of Management Board members shall be determined by the Supervisory Board, except for the Management Board appointed by the State Treasury in the deed of transformation. 2. The members of the Management Board shall be appointed for a joint two-year term of office. 3. At its own initiative or upon a motion of the General Assembly, the Supervisory Board shall appoint and dismiss members of the Management Board or the entire Management Board, provided, however, that no less than one member of the Management Board composed of no more than four members, or no less than two members of the Management Board composed of more than four members, shall be appointed from among candidates proposed by members of the Supervisory Board who were appointed (if any) in accordance with the provisions of 13 Section 2 letter (b) of the Statutes The Management Board shall run the Company affairs and represent it. 2. The President of the Management Board directs the Management Board works in consultation with the Vice-President of the Management Board, in particular by: a) working out the draft tasks of the Management Board agenda, b) convening and chairing the Management Board meetings. 3. Any matter exceeding the scope of ordinary business, in particular, drawing credits, sale and acquisition of fixed assets of the value exceeding the Polish zloty equivalent of EUR 100,000 (say: one hundred thousand), shall require a resolution of the Management Board. 4. To be valid, resolutions of the Management Board require all members of the Management Board to be invited to the meeting properly, and at least two-thirds of the members of the Management Board to be present at such a meeting. 5. Resolutions of the Management Board shall be passed by an absolute majority of votes cast by the Management Board members present at the meeting and be kept in the minutes. In the event the same number of votes have been cast in favor and against, the President of the Management Board, and in his/her absence the Vice-President shall have the casting vote. 6. The procedures to be followed by the Management Board shall be set out in detail in the By-laws of the Management Board. The By-laws shall be adopted by the Management Board and approved by way of a resolution by the Supervisory Board. 11 Making declarations of will and signing documents on behalf of the Company shall require a joint action of two members of the Management Board or of one Board member and a proxy. 12 An attorney-in-fact to be appointed by way of a resolution of the General Assembly or a representative of the Supervisory Board to be delegated from among the Board members shall represent the Company in agreements between the Company and the members of the Management Board, as well as in disputes with them. The attorney-in-fact to be appointed by way of a resolution of the General Assembly or the representative of the Supervisory Board shall determine remuneration of the Management Board members. B. SUPERVISORY BOARD The Supervisory Board shall consist of 9 to 11 members appointed to a joint five-year term of office in accordance with 13 Sec. 2 4 hereof. The number of Supervisory Board members shall be determined by way of a resolution of the General Assembly so as to ensure that the shareholders are able to exercise their rights granted under 13 Sec. 2 4 hereof. Members of the Supervisory Board may be re-appointed for further terms of office. 3

4 2. The Supervisory Board members shall be elected by the General Assembly in the following manner: (a) (b) (c) (d) each shareholder participating in the General Assembly with a number of shares which entitle such shareholder to no less than 60% of total number of votes shall have the right to appoint 8 members of the Supervisory Board; each shareholder participating in the General Assembly with a number of shares which entitle such shareholder to no less than 17.5% of total number of votes shall have the right to appoint 2 members of the Supervisory Board; each shareholder participating in the General Assembly with a number of shares which entitle such shareholder to no less than 10% of total number of votes shall have the right to appoint 1 member of the Supervisory Board; in the event there were no shareholders entitled to appoint members of the Supervisory Board in accordance with 13 Sec. 2 letter (a) to (c) or for any other reason the entire number of members of the Supervisory Board that were to be elected by the General Assembly pursuant to the provisions of this 13 was not elected, the pertinent number of the members of the Supervisory Board will be elected by the General Assembly by way of a resolution to be passed by simple majority of votes. 3. In the event of resignation of a Member of the Supervisory Board, the mandate of that Member shall expire upon the notification by that Member of his/her resignation made in writing to the President of the Management Board or to the Chairman of the Supervisory Board. 4. In the event of a dismissal, death or any other reason resulting in the reduction of the number of Members of the Supervisory Board during their term of office and election of another Member to the vacated seat, the mandate of the newly elected Member shall expire at the end of the term of office of the entire Supervisory Board The Supervisory Board shall elect from among its members the Chairman and the Vice Chairman. 2. The Chairman of the Supervisory Board, and in his/her absence the Vice Chairman, shall convene and chair the meetings of the Supervisory Board. The Chairman of the previous Supervisory Board shall convene and open the first meeting of the newly elected Board and chair the meeting until a new Chairman is elected. 3. The Supervisory Board may dismiss the Chairman and the Vice Chairman. 4. If need be, the Chairman, the Vice Chairman or a Secretary appointed by the Chairman from among the Board members or from outside may prepare certified copies of the Board documents The Supervisory Board shall meet as often as necessary for it to perform its functions, no less however than three times in a financial year. 2. The Chairman or Vice Chairman shall convene the meeting of the Supervisory Board also upon a written request of the Management Board of the Company or a Member of the Supervisory Board. The meeting shall be convened within two weeks from the receipt of such request. 3. To be valid, resolutions of the Supervisory Board, require all members of the Supervisory Board to be invited to the meeting, and at least half the members of the Supervisory Board to be present at the meeting. 4. Resolutions of the Supervisory Board shall be passed by an absolute majority of votes of the members present at the meeting. The members of the Supervisory Board may participate in adopting of resolutions by casting their votes in writing through the mediation of another member of the Supervisory Board. In the event the same number of votes have been cast in favor and against a proposed resolution, the Chairman of the Supervisory Board, and in his/her absence Vice Chairman, shall have the casting vote. 5. The Supervisory Board may adopt resolutions in a written form or using the means of direct longdistance communication. The resolution shall be valid, if all the members have been notified of the contents of the draft resolution, and it has been passed by an absolute majority of votes of the Board members. 6. The procedures to be followed by the Supervisory Board shall be set out in detail in the By-laws of the Supervisory Board. The By-laws shall be adopted by the Supervisory Board. 4

5 16 1. The Supervisory Board shall exercise permanent supervision over the operations of the Company. 2. In addition to other powers reserved for the Supervisory Board by law or under the present Statutes, the Supervisory Board shall be empowered to: 1) assess the financial statements of the Company, 2) assess the Management Board report and the Board motions for distribution of net profits and coverage of losses, 3) submit to the General Assembly a written report on the results of the assessment referred to in subparagraphs (1) and (2) above, 4) approve the annual budget prepared by the Management Board; 5) consent to the forming or participation in a company or consortium, 6) consent to the acquisition or sale by the Company of shares in companies or to the acquisition of branches of companies, 7) consent to the acquisition or sale of real estates or the right of perpetual usufruct of real estates or share in a real estate or share in the right of perpetual usufruct of a real estate (hence, a resolution of the General Assembly is not required in these matters), 8) consent to Company s entering into patent pools, license agreements or long-term cooperation agreements the value of which exceeds the Polish zloty equivalent of EUR 1,000,000 (one million), 9) consent to any encumbrance on the Company s assets of the value exceeding the Polish zloty equivalent of EUR 50,000 (fifty thousand) or any guarantee in excess of the said value, lasting longer than twelve consecutive months, 10) determine remuneration of the Supervisory Board members delegated to perform duties of the Management Board members on a temporary basis, 11) suspend particular Management Board members or the entire Management Board from duties for important reasons, 12) delegate a member or members of the Supervisory Board to perform duties of a Management Board member on a temporary basis in case a Management Board member or the entire Management Board was suspended from duties or for other reasons which unable the Management Board to perform its duties, 13) approve the Management Board By-laws, 14) select a certified accountant to audit financial statements of the Company. 1. Subject to 15 Sec. 4, members of the Supervisory Board shall perform their duties in person Remuneration for members of the Supervisory Board shall be decided on by the General Assembly. C. GENERAL ASSEMBLY General Assembly may be convened as ordinary or extraordinary. 2. An Ordinary General Assembly shall be convened by the Management Board. The Supervisory Board may convene an Ordinary General Assembly if the Management Board failed to convene it within the legally prescribed time limit. 3. An Extraordinary General Assembly may be convened by: 1) the Management Board, 2) the Supervisory Board, if it finds the convocation thereof advisable, 3) the shareholders representing at least half of the share capital or at least half of all votes in the Company. 5

6 4. A shareholder or the shareholders representing at least 1/20 of the share capital may request that the Extraordinary General Assembly be convened and certain issues be placed on the agenda of the Assembly in the form of a motion which should be submitted to the Management Board in written or electronic form on e mail address ztkruszwica@ztkruszwica.pl, together with the justification. 5. An Extraordinary General Assembly upon the motion of the shareholders must be held within two weeks of the date of submission of the motion The General Assembly may adopt resolutions only in matters placed on the agenda, subject to Art. 404 of the Commercial Companies Code. 2. The agenda of the General Assembly shall be set by the Management Board, and in the event referred to in 18 section 3, by the body convening the General Assembly. 3. A shareholder or the shareholders representing at least 1/20 of the share capital may: 1) request placing certain matters on the agenda of the next General Assembly in the form of a motion which should be submitted to the Management Board in written or electronic form on e mail address ztkruszwica@ztkruszwica.pl, not later than twenty one days before the set date of the Assembly, and should be attached with justification or draft resolution concerning the proposed item on the agenda; 2) submit to the Company draft resolutions concerning issues placed on the agenda of the General Assembly or issues which are to be placed on the agenda, in written form or by way of electronic mail, before the date of the General Assembly. 4. lf the request referred to in Sec. 3 Subsec. 1 is submitted later than twenty one days before the set date of the Assembly, it shall be treated as a motion for convocation of an Extraordinary General Assembly. 20 The General Assembly may adopt resolutions provided that at least half the share capital of the Company is present. Resolutions of the General Assembly are adopted by a simple majority of votes unless the provisions of the Statutes or the provisions of law require a qualified majority. Amendments to the following provisions of the Statutes: 9 Section 3, 13, and 23 Section 1 Item 5, and 23 Section 1 Items 7 through 10 (inclusive), shall require a resolution of the General Assembly to be passed by a majority of 83% of votes cast. The General Assemblies shall be held in the Company's seat or in Poznań, Bydgoszcz, or Warsaw The General Assembly shall be opened by the Chairman or the Vice Chairman of the Supervisory Board or a person indicated by the Chairman. Then, the Chairman of the Assembly shall be elected from among the persons entitled to participate in the General Assembly. Should these persons be absent, the General Assembly shall be opened by the President of the Management Board or a person indicated by the Management Board. 2. The General Assembly may adopt its by-laws, setting out in detail the procedure to be followed during the meeting. 1. A resolution of the General Assembly shall be required, in particular, in order to: 23 1) examine and approve the Management Board report, the financial statements of the Company and the Supervisory Board report on business activity for the preceding financial year as well as give a vote of acceptance to Members of the Company s governing bodies for the performance of their duties, 2) allocate profits and cover losses, 3) change the scope of the Company s business activity, 4) amend the Company s Statutes, 5) increase or decrease the share capital, except for the instance referred to in Art of the Commercial Companies Code, 6) use supplemental or reserve capitals, 6

7 7) redeem shares, 8) merge the Company (except for the instance referred to in Art. 516 of the Commercial Companies Code), divide and transform the Company, 9) dissolve and liquidate the Company, 10) issue convertible bonds and bonds with priority rights, 11) sell and lease enterprise or organized part thereof, and establish limited real right thereon, 12) decide on claims for redress of damage caused upon establishment of the Company or in the course of management or supervision. 2. The powers listed in Sec. 1 Items 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 shall be exercised by the General Assembly upon a motion of the Management Board, submitted along with a written opinion of the Supervisory Board, or upon a motion of the shareholders which has to be earlier submitted for an opinion of the Management Board and the Supervisory Board. 24 Subject to the pertinent provisions of law, a change in Company's scope of business may be effected without the requirement of share repurchase. V. BUSINESS ORGANIZATION The calendar year shall be the Company's financial year. 2. The first financial year of the Company shall begin at the Company s registration date and end on December 31, The Company's capitals and funds shall be as follows: 1) share capital, 2) supplemental capital, 3) revaluation reserve, 4) company social welfare fund. 2. To the extent not excluded by law, the Statutes or a resolution of the General Assembly, the Company may set up one or more reserve capitals, including for purposes of payment of dividends or dividend advances, redemption of shares, increase in the share capital or for other purposes. 3. The Company may set up and cancel other special funds by a resolution of the General Assembly at the beginning and during a financial year Within three months following the end of a financial year, the Management Board shall be obliged to prepare and deliver to the supervisory bodies the Company's financial statements and a detailed written report on the Company's activity in this period. 2. An Ordinary General Assembly shall be held within 6 months following the end of a financial year The distribution of net profits of the Company shall be decided upon by a resolution of the General Assembly. 2. Net profits of the Company may be allocated in particular for: 1) allotments to the supplemental capital, 2) dividends for shareholders, 3) other capitals and funds or other purposes defined in a pertinent resolution of the General Assembly. 7

8 3. The Management Board may make an advance payment to the shareholders against dividends anticipated at the end of a financial year, provided the Company has sufficient funds to do so. The payment of such advances shall require consent of the Supervisory Board. 4. The dividend date and the date of payment of dividends shall be set by an Ordinary General Assembly and announced by the Management Board. The payment of dividends shall commence no later than within 2 months as of the dividend date. VI. FINAL PROVISIONS 29 The Company shall place announcements required by the provisions of law in Monitor Sądowy i Gospodarczy or in Monitor Polski B. 8