I. GENERAL PROVISIONS

Transcription

1 Appendix no. 1 to the Resolution No. 3 of the Extraordinary General Meeting of 9 th January 2013 (consolidated text) ARTICLES OF ASSOCIATION OF QUMAK - SEKOM JOINT-STOCK COMPANY I. GENERAL PROVISIONS 1. The name of the Company is QUMAK Joint-Stock, and its seat is in Warsaw. 2. The Company can use abbreviated version QUMAK S. A. 3. The Company operates in Poland and abroad. 4. The Company s duration is unlimited. 5. The Company can appoint its own divisions and representatives in Poland and abroad as well as 1 conduct production, commerce and service facilities, and research and development centers, as well as take part in other companies in Poland and abroad. 6. The Company s functioning is determined by Organizational Rules adopted by the Management Board and approved by the Supervisory Board. 2 The subject of Company s functioning will be: 1. Wholesale except for trading in motor vehicles (Polish Classification of Activities PKD 46); 2. Construction works connected with the elevation of buildings (Polish Classification of Activities PKD 41); 3. Construction works connected with the CE (Civil Engineering) projects (Polish Classification of Activities PKD 42); 4. Specialist construction works (Polish Classification of Activities PKD 43); 5. Software and IT consultancy activities and related activities (Polish Classification of Activities PKD 62); 6. Telecommunications (Polish Classification of Activities PKD 61); 7. Lease and rent (Polish Classification of Activities PKD 77); 8. Architectural and engineering activities, research and technical analysis (Polish Classification of Activities PKD 71); 9. Advertising (Polish Classification of Activities PKD 73.1); 10. Other education not elsewhere classified (Polish Classification of Activities PKD B);

2 11. Manufacture of computers and electronic and optic products (Polish Classification of Activities PKD 26); 12. Manufacture of electric devices (Polish Classification of Activities PKD 27); 13. Manufacture of machines and equipment not elsewhere classified (Polish Classification of Activities PKD 28); 14. Reproduction of recorded media (Polish Classification of Activities PKD 18.2); Security business activity regarding the security of systems service (Polish Classification of Activities PKD Z); Publishing business (Polish Classification of Activities PKD 58); 17. Activity related to production of movies, video recordings, TV programs, sound and music recordings (Polish Classification of Activities PKD 59); 18. Other professional, scientific and technical activities (Polish Classification of Activities PKD 74); 19. Creative activity related to culture and entertainment (Polish Classification of Activities PKD 90); 20. Activity supporting education (Polish Classification of Activities PKD 85.60); 21. Other service-oriented activities within the scope of information (63.9). II. SHARE CAPITAL, RIGHTS AND DUTIES 3 1. The share capital amounts in total (in words: ten million three hundred seventy five thousands eighty two) and is divided into (in words: ten million three hundred seventy five thousands eighty two) shares of the nominal value equals 1,00 zloty (in words: one zloty) each, whereof: (one million five hundred) shares from A to A are A shares, (two hundred seven thousand five hundred forty eight) shares from B to B are B shares, (five hundred thousand) shares from C to C are C shares, (one million eighty five hundred thousand) shares from D to D are D shares, (four hundred fifty thousand) shares from E to E are E shares, (one million) shares from F to F are F shares, (one million three hundred seventy six thousand eight hundred eighty seven) shares from H to H are H shares,

3 (one hundred thirty four thousand four hundred eighty seven) shares from PZ to PZ are PZ01 shares, (thirty one thousand one hundred sixty) shares from PP to PP are PP01 shares, (two million five hundred thousand) shares from I to I are I shares, (twenty five thousand) shares from J00001 to J25000 are J shares, (eight hundred thousand) shares from K to K are K shares, 2. A, B, C, D, E, F, H, PZ01 and PP01, I, J and K are bearer share, not privileged 3. Shares can be registered or bearer shares. Bearer shares to registered shares change is not acceptable. 3a (deleted) The share capital can be raised by issuing shares or share nominal value raise The share capital can be deteriorated by share nominal value deterioration or by part of shares redeem. 2. The shares redeem may be done by the shareholder courtesy by way of its acquisition by the Company (voluntary redeem). 3. The detailed conditions and the shares redeem mode is each time determined by the General Shareholder Meeting resolution. 6 The Company has the right, in accordance with the General Meeting resolution to issue bonds changeable to shares. III. FUND AND PURSES (deleted) 7 (deleted) 8 (deleted) 9

4 (deleted) IV. COMPANY AUTHORITIES 10 The Company authorities are: 1. Management Board, 2. Supervisory Board, 3. General Meeting. a/ Management Board The Management Board manages the Company and represents it externally. 2. All matters related with managing the Company, not reserved by any Act or this Articles of Association to belong to the competences of General Meeting or Supervisory Board, are in the Management Board powers. 3. The Management Board Regulation describe in details the Management Board activities. The Regulation is adopted by the Management Board and approved by the Supervisory Board. 4. The Management Board consists of 2 (two) to 5 (five) members, including the President of the Board, one or more Vice-Presidents, called and called-off by the Supervisory Board. Each time the Supervisory Board determines the number of the Management Board members. The Management Board members are called on common term in office. 5. The term of office of the Management lasts for 3 (three) years, except for the first Management Board, which is in office for a period of 2 (two) years. 12 To issue the declarations and sign on behalf of the Company, there are authorized two Management Board members jointly or one Management Board member jointly with the attorney. 13 The Supervisory Board on behalf of the Company makes the agreements with the Management Board members and represents the Company in disputes with the Management members. The Supervisory Board may entitle, in the resolution, one or more members to accomplish such legal steps.

5 14 (deleted) b/ Supervisory Board The Supervisory Board consists of 5 (five) to 7 (seven) members. The Supervisory Board number of members is determined by the General Meeting. The Supervisory Board members are called on common term in office. 2. The Supervisory Board adopts its regulations, that determines its activity in details. 3. The term in office of the Supervisory Board lasts three years, except for the first Supervisory Board, which is in office for a period of one year The Supervisory Board selects and dismisses the General Meeting. 2. The Supervisory Board members select a Chairman, Vice-Chairman and if necessary a Secretary of the Board among its members. The selection is made by the absolute majority of votes at the Supervisory Board meeting. 3. The Supervisory Board may dismiss its president, his deputy or a secretary before the expiry of their term in office. 16a The Supervisory Board member remuneration is set by the General Meeting To validate the Supervisory Board members resolutions it is required the invitation of all the Board members at the meeting in written form or by direct communication means, at least 7 (seven) days prior to the meeting. The invitation requirement is met, if the meeting date is set on the previous meeting, attended by all members of the Supervisory Board. Not met the seven days period has no influence on the Supervisory Board resolution validity if the meeting was attended by all Supervisory Board members. 2. The Supervisory Board resolutions are approved with the absolute majority of votes. 3. In case of equal for/against number of votes the decisive vote has the Chairman The Supervisory Board meetings are called by the Chairman. The Chairman is obligated to call the Supervisory Board meeting on the Management Board or the Supervisory Board member written request. 2. The Chairman of the step down Supervisory Board or the Board member entitled by him, convenes and calls the first meeting of new Supervisory Board to order and leads it until the Chairman election.

6 3. The Supervisory Board meetings are convened at least once per quarter. 4. (deleted) 5. The Supervisory Board meetings will be called in written form or by direct communication means, at least 7 (seven) days before the meeting. The notification will include the meeting s agenda and issues not included in this agenda may be adjusted only if all Supervisory Board members are present and agree. 6. The Supervisory Board members may participate the Board decisions making postal ballot by a proxy. The Supervisory Board resolutions may be made also without the meeting, by postal ballot or by direct communication means. The detailed conditions of postal ballot are determined by the Supervisory Board Regulations The Supervisory Board shall exercises a constant supervision over the Company s activities. Except cases restricted by this Articles of Association and Commercial Companies Law regulations, the Supervisory Board special powers include: 1) delegating its members to individually perform certain supervision activities, 2) Management Board members call, call off and suspension, 3) delegating members of the Board, for period no longer than 3 months, to temporarily perform the duties of the Management Board member, replacing member or members of Management that have been dismissed, resigned or for other reasons cannot perform their duties, 4) adopting the Management Board regulations, 5) approve of incurring by the Company loan, guaranty, bank guarantees, short-term loans, lease agreements and long-term loans liabilities, i.e. with the payment period longer than 12 (twelve) moths, with the value during the year greater than 15% (fifteen percent) of Company s net assets, pointed in the last Company s balance sheet, examined by the auditing expert, 6) approve the Company s assets charge with the value during the year greater than 15% (fifteen percent) of Company s net assets, pointed in the last Company s balance sheet, examined by the auditing expert, only once or in few transactions jointly in last 12 (twelve) months by the way of mortgage, deposit, collateral transfer of ownership or other encumbrance agreements, 7) approve to acquire other business entities stocks, shares and bonds, and also another form of any Company s participation in other entities, except shares, bonds, and other stocks on regulated market, on condition the transaction value is greater than PLN ,00 zloty (one million),

7 8) approve the Company s assets disposal, when the value is greater than 15% (fifteen percent) of the Company s net assets value, in one or in few transactions jointly in last 12 (twelve) months. 9) approve annual Company s business plan, including the investments and budget plans. 10) giving an opinion on the agenda and dates of the shareholders general meetings convened by the company s Management Board, 11) giving an opinion on clear profit (loss) division or intended use, conditionally on covering of losses, 12) selection of auditing expert to conduct Company s financial statement revision, 13) fixing the Management Board members remuneration. 2. The Supervisory Board evaluates the Management Board requests presented to the General Meeting in order to make a resolution, in particular concerning: a. the Articles of Association change, b. the share capital increase or decrease, c. the Company s merger or transformation, d. the Company s resolve and liquidation, e. the bonds issue, including convertible bonds, f. the Company sell and leasing, establishing in it a law to property use and sell, g. approve of purchase by the Company real estate and other fixed assets in the last 12 (twelve) months, when the value is greater than 15% (fifteen percent) of Company s net assets value pointed in the last Company s balance sheet, examined by auditing expert. 3. Supervisory Board may convene he General Meeting if considers necessary. c/ Shareholders General Meeting The Shareholders General Meeting takes place as ordinary or extraordinary. 2. The General Meeting shall be convened by the company s Management Board: a. by self-initiative or b. on request of shareholders having at least 5% (five percent) of share capital in written form or sent by electronic mail. 3. Convening General Meeting on shareholders request shall be held no longer than two weeks after submitting the application. 4. If during two weeks from the day of submitting request to the Management, the Extraordinary General Meeting will not be convened, registry court can authorize shareholders who submitted the

8 request to convene the Extraordinary general Meeting. The court elects the Chairman of the meeting. 5. Shareholders representing at least half of share capital or at least half of votes in the Company can convene Extraordinary General Meeting. Shareholders elect the Chairman of such Meeting. 6. About convocation of Extraordinary General Meeting, in the manner provided for in section 4 and 5 of this paragraph, shareholders inform the Management of the Company in writing. The information includes attached documents confirming authorization to convene Extraordinary General Meeting. The Management promptly announces convocation of Extraordinary General Meeting in the manner provided for on Commercial Companies Code. 7. The Supervisory Board may convene the General Meeting: a) Ordinary - in case, if the Company s Management Board did not convene the General Meeting with the prescribed time limit, b) Extraordinary - if it decides that convening Extraordinary General Meeting is recommended. 20a 1. The Supervisory Board and shareholders having at least 5% (five percent) of share capital may request placing particular issues in the nearest General Meeting s agenda. 2. The request must be reported to the Management not later than twenty one days before the established date of the General Meeting. The request should include argumentation or design of resolution concerning the proposed point in the meeting s agenda. The request can be submitted in an electronic form. 3. The request, mentioned in 20a section 1, submitted after the term described in the item 2 above, shall be treated as a request to convene the next General Meeting. 4. Shareholder of shareholders of the Company representing at least 5 % of share capital may submit before the term of General Meeting, in writing or by means of electronic communication, designs of resolutions concerning matters included in General Meeting s agenda, or matters to be included in meeting s agenda. 5. Each shareholder may submit during the General Meeting designs of resolutions concerning matters included in the meeting s agenda. 21 General Meetings of shareholders are held in Warsaw. 22 (deleted)

9 23 General Meeting resolutions apart from other cases mentioned in the Commercial Companies Law or this Articles of Association, requires the following cases: 1. examination and assessment of the report of Management on the Company s activity and financial statement for the previous year, granting acknowledgment of fulfilling of duties by members of Company s authorities, profit division or loss coverage, 2. all resolutions concerning claims for repair of damages suffered while Company s formation or management or supervision, 3. the Company or its part sell and leasing, and establishing the right of its property use, 4. real-estate, perpetual usufruct or real-estate share acquisition or sell, 5. convertible bonds issue, 6. the Supervisory Board members call or call off, 7. initial capital increase or decrease. General Meeting adopts its own regulations The General Meeting resolutions are approved with absolute government of votes, if the Charter or the Commercial Law does not provide more severe conditions to adopt resolutions. V. THE COMPANY S ACCOUNTING 26 The Company s financial year is the calendar year. 26a The Company s Management Board is obliged, during the period of four months after the end of the financial year, to draw up and submit to the Supervisory Board the financial statement and detailed written report on the Company s activity in this period with the opinion of auditing expert. The Company s clear profit may be dedicated to: 1. supplementary capital, 2. investment fund, 3. reserve capital created in the Company, 26b

10 4. shareholders' dividend, 5. others purposes covered in the General Meeting s resolution. 26c The day according to which the list of shareholders authorized to dividend for the financial year (dividend day) is fixed and the dividend payment date is determined by the General Meeting. VI. FINAL RESOLUTIONS 27 On matters not covered by these Articles of Association the provisions of Code of Commercial Companies are applicable.