ARTICLES OF ASSOCIATION COLIAN HOLDING SPÓŁKA AKCYJNA

Transcription

1 I. General provisions ARTICLES OF ASSOCIATION COLIAN HOLDING SPÓŁKA AKCYJNA consolidated text as amended by the regulations introduced during Extraordinary General Meeting on The Company's business name is: Colian Holding Spółka Akcyjna. The Company may use the following abbreviation: Colian Holding S.A. The registered office of the Company is Opatówek, Kaliski poviat, Wielkopolska Voivodeship. The Company operates in the territory of the Republic of Poland and abroad The Company may establish and operate offices, branches and affiliated units, establish and join other companies or business organisations in Poland and abroad. The duration of the Company is unlimited. The object of the Company s business is: viticulture Z 2. growing of pome and stone fruit trees Z 3. growing of other fruit bushes and trees and nuts Z 4. cultivation of plants used in beverage production Z 5. cultivation of seasoning and aromatic plants and plants used in the manufacture of medicines and pharmaceuticals Z 6. cultivation of other perennial plants Z 7. service activities supporting the plant production Z 8. service activities performed after harvest Z 9. processing and preservation of meat, excluding poultry Z 10. processing and preservation of poultry Z 11. manufacture of meat products, including poultry products Z 12. processing and preservation of potatoes Z 13. production of fruit and vegetable juices Z 14. remaining processing and preservation fruits and vegetables Z 15. manufacture of oils and other pourable fats Z

2 16. manufacture of margarine and similar edible fats Z 17. processing of milk and cheese making Z 18. manufacture of ice cream Z 19. manufacture of grain mill products Z 20. manufacture of bread and fresh pastry goods and cakes Z 21. manufacture of rusks and biscuits; manufacture of preserved pastry goods and cakes Z 22. manufacture of pasta, noodles, couscous and similar farinaceous products Z 23. manufacture of sugar Z 24. manufacture of cocoa, chocolate and sugar confectionery Z 25. processing of tea and coffee Z 26. manufacture of seasonings Z 27. manufacture of ready-made meals Z 28. manufacture of homogenised food products and diet foods Z 29. manufacture of other food products n.e.c Z 30. distilling, rectifying and blending of spirits Z 31. manufacture of wines Z 32. manufacture of ciders and other wines Z 33. manufacture of other non-distilled fermented beverages Z 34. manufacture of beer Z 35. manufacture of malt Z 36. manufacture of soft drinks, mineral water and other bottled drinking waters Z 37. manufacture of paper and paperboard Z 38. manufacture of corrugated paper and paperboard and of containers of paper and paperboard Z 39. manufacture of other paper and paperboard products Z 40. printing of newspapers Z 41. other printing services Z 42. service activities related to pre-press preparation Z 43. bookbinding and similar services Z 44. manufacture of glues Z 45. manufacture of essential oils Z 46. manufacture of plastic packing goods Z 47. discharge and treatment of wastewater Z 48. installation of electrical wiring and fittings Z 49. installation of plumbing, heating, gas and air-conditioning systems Z 50. installation of other building utility systems Z 51. plastering Z 52. joinery installation Z 53. tile laying, wallpapering, wall facing Z 54. painting and glazing Z 55. performance of other finishing works Z 56. activities of agents specialising in the sale of food products, beverages and tobacco Z 57. activities of agents specialising in the sale of other defined products Z 58. activities of agents specialising in the sale of different kinds of goods Z 59. wholesale of fruits and vegetables Z 60. wholesale of spirits A

3 61. wholesale of soft drinks B 62. wholesale of sugar and chocolate and sugar confectionery Z 63. wholesale of tea, coffee, cocoa and spices Z 64. wholesale of other products, including fish, crustaceans and molluscs Z 65. non-specialised wholesale activities of food products, beverages and tobacco Z 66. retail sale in non-specialised stores with food products, beverages and tobacco Z 67. other retail sale in non-specialised stores Z 68. retail sale of fruits and vegetables carried out in specialised stores Z 69. retail sale of bread and fresh pastry goods and cakes carried out in specialised stores Z 70. retail sale of spirits and soft drinks carried out in specialised stores Z 71. retail sale of other food products carried out in specialised stores Z 72. road transport of goods Z 73. warehousing and storage of other goods B 74. handling of goods in other handling points C 75. activities of other transport agencies C 76. hotels and similar accommodation facilities Z 77. camping sites and other sites of short-stay accommodation Z 78. camping sites (including space for motorhomes) and tent sites Z 79. other accommodation facilities Z 80. restaurants and permanent catering facilities Z 81. preparing and delivery for external customers (catering) Z 82. other services within the catering business Z 83. preparation and serving of beverages Z 84. activities related to the production of films, video recording and TV programmes Z 85. post-production of films, video recording and TV programmes Z 86. activities related to the distribution of films, video recordings and TV programmes Z 87. software activities Z 88. activities related to IT consulting Z 89. activities related to the management of IT equipment Z 90. other service activities related to IT and computers Z 91. data processing, website management (hosting) and similar activities Z 92. activities of web portals Z 93. activities of financial holdings Z 94. other forms of granting credits Z 95. management of financial markets Z 96. brokerage related to securities market and commodities Z 97. other activities supporting financial services, excluding insurances and pension funds Z 98. activities related to risk assessment and estimation of incurred losses Z 99. activities related to fund management Z 100. buying and selling of own properties Z 101. letting and management of own or leased property Z 102. real estate transactions brokerage Z 103. management of properties on commission Z 104. legal activity Z

4 105. accounting and book-keeping activities; fiscal consultancy Z 106. activities of head offices and holdings, excluding financial holdings Z 107. public relations and communication Z 108. other business and management consultancy activities Z 109. architectural activities Z 110. engineering activities and related technical consultancy Z 111. research and analysis of food quality A 112. other research and technical analysis B 113. activities of advertising agencies Z 114. brokering in sales of time and place for advertising activities on the radio and TV A 115. brokering in sales of place for advertising activities in the printed press B 116. brokering in sales of place for advertising activities in the electronic media (Internet) C 117. brokering in sales of place for advertising in other media D 118. market research and public opinion polling Z 119. translation related activities Z 120. other professional, academic and technical activities, n.e.c Z 121. letting and lease of passenger cars and vans Z 122. letting and lease of other cars, excluding motorcycles Z 123. letting and lease of machines and agricultural equipment Z 124. letting and lease of machines and construction equipment Z 125. letting and lease of machines and office equipment, including computers Z 126. letting and lease of other machines, equipment and goods n.e.c Z 127. activities related to job search and recruitment of employees Z 128. activities of temporary employment agency Z 129. other activities related to supplying employees Z 130. security activities, excluding handling of security systems Z 131. security activities within the handling of security systems Z 132. detective services Z 133. general cleaning of buildings and manufacture sites Z 134. specialised cleaning of buildings and manufacture sites Z 135. other cleaning activities Z 136. service activities related to administrative office service Z 137. preparation of photocopies, documents and other specialised activities supporting the administration of the office Z 138. call centre services Z 139. activities related to fairs, exhibitions and congresses organisation Z 140. service activities related to collection agencies and loan offices Z 141. packing services Z 142. other activities supporting business activities n.e.c Z 143. hospital activities Z 144. general medical practice Z 145. specialised medical practice Z 146. dental practice Z 147. physiotherapy activities A 148. services of emergency ambulances B 149. services of nurses and midwives C

5 150. paramedical activities D 151. other activities related to healthcare n.e.c E 152. activities of sports clubs Z 153. repair and maintenance of computers and peripherals Z 154. repair and maintenance of (tele)communication equipment Z 155. service activities related to the improvement of physical condition Z II. Share capital The Company's share capital amounts to PLN (twenty one million five hundred three thousand nine hundred nineteen) and is divided into (one hundred forty three million three hundred fifty nine thousand four hundred sixty) shares with a nominal value of PLN 0.15 (fifteen grosz) each, including: a) (thirty seven thousand four hundred) A series preference registered shares, with numbers from to , with a total value of PLN (five thousand six hundred and ten), b) (fifty two million sixty four thousand six hundred twenty) B series bearer shares, with numbers from to , with a total value of PLN (seven million eight hundred nine thousand six hundred ninety three), c) (ninety one million two hundred fifty seven thousand four hundred forty) C series bearer shares, with numbers from to , with a total value of PLN (thirteen million six hundred eighty eight thousand six hundred sixteen). 2. The Management Board is authorised to make, in the period to 30 June 2015, one or several subsequent increases of the capital share of the Company by a total amount of not more than PLN (in words: eight million seven hundred thousand zloty) ("the target capital"). The increase of capital share within the limits of the target capital shall be by way of issuing no more that (in words: fifty eight million) bearer shares, while the increase of capital share within the limits of the target capital shall be with deprivation of existing shareholders of pre-emptive rights to subscription warrants and shares in full. The issue price of one share issued within the limits of the target capital is PLN 2.15 (in words: two zloty and 15/100). 3. The Management Board is not obliged to issue shares within target capital and in the event of not executing its right the holder of the subscription warrants will not be authorised to obtaining the shares or subscribing for shares, as well as they will not have any claims on this account. 4. Within the authorisation referred to in sec. 2, the Management Board may issue subscription warrants with time limit for executing the right to subscribe for shares not later than 30 June The warrants are unmarketable. The warrants, which were not used to execute the right to subscribe for shares, issued by the Board within the limits of the target capital, with a time limit referred to in the above sentence, lapse and lose their rights. 5. The authorisation to increase the capital share by the Board, referred to in sec. 2, covers the possibility to obtain shares for in-kind contributions. 6. Provisions of this paragraph 7 sec. 2-5 concerning increase of the capital share by the Board within the limits of the target capital, do not violate the cognizance of the

6 General Meeting to ordinary increase of share capital in the period when the Board is using its authorisation, referred to in sec Shares may be registered shares or bearer shares. 2. Conversion of bearer shares into registered shares is not permitted. 3. Conversions of registered shares into bearer shares shall be made by the Supervisory Board The founder shares are privileged in regard to votes - one share gives right to three votes. The remaining shares give right to one vote, i.e. one share corresponds to one vote. 2. The cancellation of preference of founder registered shares may take place against compensation in accordance with the principles laid down in the resolution of the General Meeting The disposal of registered shares is subject to the approval of the Supervisory Board expressed in writing in order to be valid. 2. In case of refusal, the Company shall appoint another purchaser within two months of the notification of intention to dispose of the shares. The purchase price is determined by the average purchase price of the Company's registered shares in the preceding twenty-four months, while the date of payment for the shares sold may not be longer than 30 days from the date of appointment of the purchaser. 3. Pledging registered shares requires prior written consent of the Supervisory Board. 4. The pledgee and the user of a registered share are prohibited to exercise the voting rights Registered shares and bearer shares may be redeemed by way of their acquisition by the Company. 2. The acquisition of shares by the Company for redemption and redeeming them in the manner and under the terms laid down in the resolution of the General Meeting. In this regard, the provisions of 10. do not apply. III. Bodies of the Company 12. The bodies of the Company are: a) The General Meeting, b) The Supervisory Board, c) The Management Board.

7 Management Board The Management Board may consist of one or more persons and includes at least the President of the Management Board. The number of members of the Management Board is determined by the Supervisory Board. In the case of an appointment of a multi-person Management Board, the Supervisory Board appoints also the Vice-President(s) of the Management Board or members of the Management Board. 2. The Supervisory Board appoints the President of the Management Board and other members of the Management Board. 3. Members of the Management Board are appointed for a joint tenure. The Management Board's tenure lasts three years. A mandate of the member of the Management Board appointed before the end of a given tenure of the Management Board shall expire with the end of this tenure. 4. The Supervisory Board may dismiss or suspend the President of the Management Board, a Member of the Management Board or the entire Management Board before the end of the tenure The scope of activity of the Management Board shall include all matters not reserved to the competence of other bodies of the Company. The Management Board is also authorised to acquire and dispose of real property, perpetual usufruct or share in the real property, subject to consulting the Supervisory Board, while the performance of these activities does not require the resolution of the general meeting. 2. The Board represents the Company in and out of court. In performing its functions the Management Board is obliged to comply with the law, the provisions of the Articles of Association and resolutions of the authorities of the Company. 3. In the case of a multi-person Management Board, the President of the Management Board independently or two members of the Management Board (Vice-Presidents) jointly or a Member of the Management Board (Vice-President) jointly with a proxy shall be authorised to make declarations of will and signing for the Company, whereby to make declarations of will with respect to property rights and obligations involving the disposition of or the assumption of an obligation with a value not exceeding PLN two hundred thousand, it is sufficient for the Vice-President or a Member of the Management Board to act alone. 4. Resolutions of the Management Board shall be adopted by an absolute majority of votes. In case of equality of votes, the vote of the President of the Management Board is decisive. 5. Detailed rules of functioning of the Management Board are defined in the Rules of the Management Board adopted by the Supervisory Board. The contents of the Rules of the Management Board is announced by the Company in the manner provided for public companies.

8 6. Members of the Management Board may not, without the consent of the Company, engage in any competitive business. In particular, they may not engage in any business of a competitor or participate in such entity as a member, partner, shareholder or member of the authorities. This prohibition does not include the participation of members of the Management Board in the supervisory and management bodies of competing entities with which the Company is directly or indirectly related to by capital and the acquisition by them of no more than 5% of the securities of public companies engaged in competitive business. 7. The Management Board is obliged to obtain the consent of the Supervisory Board prior to conducting activities referred to in 20. sec. 2 letter f. 8. The Management is authorised to pay the shareholders the advance payment against dividends for the financial year, if the Company has sufficient funds for the payment. 15. All agreements with members of the Management Board, including employment contracts or of a similar nature, including the remuneration, on behalf of the Company the Supervisory Board represented by the Chairman of the Supervisory Board or another authorised member of the Supervisory Board. The Supervisory Board The Supervisory Board consists of five to seven persons. The number of members of the Supervisory Board is determined by the General Meeting. 2. Members of the Supervisory Board are appointed for a joint tenure. The Supervisory Board's tenure lasts three years. A mandate of a member of the Supervisory Board appointed or co-opted before the end of a given tenure of the Supervisory Board shall expire with the end of this tenure. 3. The General Meeting may dismiss a member of the Supervisory Board or the entire Supervisory Board before the end of the tenure. Re-appointment is possible. 4. The Supervisory Board may co-opt a member of the Supervisory Board within the limits set by the Articles of Association in sec. 1. Only members of the Supervisory Board elected or approved by the General Meeting take part in voting on the resolution on co-opting a member of the Supervisory Board. The number of co-opted members shall not exceed half of the total number of members of the Supervisory Board. Co-opted members of the Supervisory Board shall be submitted for approval at the next General Meeting. 16a. 1. A member of the Supervisory Board shall have the education, knowledge, experience and ethical values allowing for the proper fulfilment of duties in the Supervisory Board. Justification of announced candidates shall take into account the eligibility requirements.

9 2. At least two members of the Supervisory Board shall meet the criteria of independence from the Company and entities significantly affiliated to the Company. 3. Independence referred to in sec. 2 shall be understood in particular as: a) a lack of relations with the Company by the fact that a member of the Supervisory Board: is not affiliated with the Company by an employment contract or by any civil law agreements causing its dependence, is not the owner or co-owner, or a member of the management or supervisory authorities of entities that provide services to the Company, or any supplier or recipient of the Company s products, does not participate in any incentive programmes carried out at the Company, b) a lack of relations with shareholders by the fact that a member of the Supervisory Board: is not affiliated with the shareholder by an employment contract or by any civil law agreements causing its dependence, is not the owner or co-owner, or a member of the management or supervisory authorities of entities that are the Company s shareholders, c) a lack of relations with the Company s employees by the fact that a member of the Supervisory Board: is not a family member of any member of the Company s Management Board At its first meeting the Supervisory Board shall elect, from among its members, the Chairman, Vice-Chairman and, if needed, Secretary of the Supervisory Board. The Supervisory Board may at any time dismiss the Chairman, the Vice- Chairman and Secretary of the Supervisory Board. 2. The Chairman of the Supervisory Board shall represent the Board, manage its work, convene and chair its meetings. 3. The Supervisory Board shall meet as necessary, but not less frequently than once a quarter. 4. The Chairman or Vice Chairman is obliged to convene a meeting in case of a written request of at least two members of the Supervisory Board or a request in the form of a resolution of the Company's Management Board, submitted to the Chairman or Secretary of the Supervisory Board. The meeting should take place within two weeks from the date on which the request was submitted. 5. The meetings of the Supervisory Board may be attended by members of the Management Board and other persons invited by the Supervisory Board. 6. The Supervisory Board operates according to rules adopted by the Supervisory Board. The content of the Rules of the Supervisory Board is announced by the Company in the manner provided for public companies. 7. If the existing laws impose on the Company the obligation of the appointment of an audit committee and at the same time the Supervisory Board consist of no more than five members, then pursuant to the Articles of Association the appointment of an audit committee is not necessary, and its rights shall be executed by the Supervisory Board.

10 A written invitation to all its members, delivered to the members of the Supervisory Board at least seven days prior to the scheduled date of the meeting, and the participation in the meeting of at least three members of the Supervisory Board, is necessary for the validity of the resolutions of the Supervisory Board. The invitation may be delivered by other means of communication, however, subject to confirmation of receipt of the invitation by a member of the Supervisory Board. 2. With the exception of the cases referred to the Articles of Association, the resolutions of the Supervisory Board shall be passed by an absolute majority of votes, at the presence of at least three members of the Supervisory Board. In case of equal number of votes, the vote of the Chairman is decisive. 19. The Supervisory Board may also adopt resolutions in writing and by means of remote communication The Supervisory Board supervises the Company s activities. 2. In addition to the matters referred to in the Code of Commercial Companies, the exclusive competence of the Supervisory Board includes: a) appointing, suspending in functions and dismissing the President of the Management Board and appointing, suspending in functions and dismissing members of the Management Board, b) determining the remuneration for members of the Management Board, paid by the Company in any respect and representing the Company in agreements and disputes with members of the Management Board, as well as granting consent to engage in competitive business by a member of the Management Board, c) subject to sec. 4 and 5 of this paragraph, granting consent for the conclusion or amendment of an agreement by the Company with a related party, within the meaning of the Act on public offering, conditions governing the introduction of financial instruments to organised trading, and public companies, and its implementing regulations, if such agreement meets the criteria of a material agreement within the meaning of the above-mentioned provisions, d) adopting the Rules of the Management Board of the Company, e) adopting the Rules of the Supervisory Board of the Company, f) approving the conclusion of a long-term agreement by the Company, or requiring a benefit transferring the value of PLN (thirty million zloty) from the Company, and joining an economic organisation or other company by the Company, g) expressing opinions in connection with the intention to acquire and dispose of the real property, perpetual usufruct or share in the real property, h) selecting a statutory auditor conducting a review, i) approving a financial plan for the next financial year prepared by the Management Board,

11 j) approving the Company multi-annual development plan prepared by the Management Board. 3. The Supervisory Board reports annually to the Ordinary General Meeting on the assessment of the Company s situation. 4. In the case of: a) agreements referred to in sec. 2 letter c) of this paragraph - upon request of the Management Board - the Supervisory Board may grant consent to conclude agreements of this type, selecting the time limit for which consent is granted, b) loan agreements, surcharges, guarantees and sureties concluded between the Company and its subsidiaries or affiliates, within the meaning of the accounting regulations the Supervisory Board may grant general consent on the basis of annual and multi-annual financing plans of these entities presented by the Management Board, selecting the time limit for which consent is granted which shall not be less than one year. 5. Consent of the Supervisory Board referred to in sec. 2 letters b) and c) of this paragraph shall not be required if: a) the benefit shall constitute remuneration due pursuant to the rules of remuneration as required by labour laws or resolutions of the General Meeting, b) the agreement shall be concluded on the basis of a resolution of the General Meeting, c) the value of the subject matter of the agreement shall not transfer the amount of PLN (five hundred thousand zloty) The remuneration of members of the Supervisory Board is determined by the General Meeting. 2. The General Meeting may entrust, by means of the resolution, the determination of remuneration of members of the Supervisory Board delegated to perform permanent individual supervision, to the Supervisory Board. 3. The remuneration of members of the Supervisory Board delegated to temporarily perform the duties of members of the Management Board is determined by the Supervisory Board by means of the resolution. The General Meeting All matters submitted to the General Meeting shall be first submitted, sufficiently in advance, to the approval by the Supervisory Board. Upon request of the Supervisory Board, the Management Board is required to supplement the agenda by items indicated by the Supervisory Board. 2. The exclusive competence of the General Meeting, in addition to matters provided for the mandatory provisions of the law and in the Company's Articles of Association, includes: a) designating the date of determining the right to dividend and the date of its payment, b) acquiring, disposing of and redeeming of own shares, also by a third person, on behalf of the Company.

12 3. The General Meeting may increase the share capital by way of the issue of new shares or by increasing the nominal value of the existing shares Resolutions of the General Meeting shall be passed by an absolute majority of votes cast, unless the provisions of the Code of Commercial Companies and the Articles of Association provide otherwise. 2. The General Meetings are held in accordance with its Rules. The content of the Rules of the Company's General Meeting is announced by the Company in the manner provided for public companies. 3. Adopting resolutions on amendments to the Rules of the General Meeting requires a majority of two-thirds of votes. IV. Business of the Company The financial business of the Company is conducted on the basis of annual financial plans, prepared by the Management Board and approved by the Supervisory Board. 2. Accounting of the Company is conducted in accordance with applicable regulations in this respect. The review is carried out by an independent statutory auditor. The statutory auditor is changed at least once every five years. 3. The financial year is the calendar year. 4. The Company may establish reserve capitals under the terms and condition laid down in the resolution of the General Meeting. V. Final provisions 25. The Company shall publish the announcements required by law in the Monitor Sądowy i Gospodarczy, and the financial statements in the Monitor Polski B. Opatówek, T H E M A N A G E M E N T B O A R D President of the Management Board - Jan Kolański.. Member of the Management Board - Marcin Szuława..