ARTICLES OF ASSOCIATION of ZPUE JOINT STOCK COMPANY I. GENERAL PROVISIONS. Article 1

Transcription

1 ARTICLES OF ASSOCIATION of ZPUE JOINT STOCK COMPANY I. GENERAL PROVISIONS Article 1 1. The business name of the Company is ZPUE Joint Stock Company. The Company may use the brand name registered with the Patent Office of the Republic of Poland. 2. The location of the Company s seat is Wloszczowa. 3. The Company operates within the territory of the Republic of Poland and abroad. 4. The Company may form and manage branches and commercial representative offices, participate in other companies and form other companies within the territory of its business operations. 5. The Company may take advantage of various holding forms while entering in capital relations, domestically and internationally, with other entities. 6. The lifetime of the Company is unlimited. Article 2 The objects of the Company s enterprise involve: 1. Manufacture of concrete construction products (PKD Z) 2. Manufacture of prefabricated concrete mass (PKD Z) 3. Manufacture of cold-moulded products (PKD Z) 4. Manufacture of metal structures and their parts (PKD Z) 5. Manufacture of parts for construction carpentry (PKD Z) 6. Manufacture of other tanks, cisterns and metal containers (PKD Z) 7. Manufacture of (tele)communications equipment (PKD Z) 8. Manufacture of switchgear and controlgear (PKD Z) 9. Manufacture of installation equipment (PKD Z) 10. Manufacture of other electrical equipment (PKD Z) 11. Repair and maintenance of finished metal products (PKD Z) 12. Repair and maintenance of electrical appliances (PKD Z) 13. Installation of industrial machinery, equipment and fittings (PKD Z) 14. Construction work connected with the erection of residential and non-residential buildings (PKD Z) 15. Work connected with the construction of telecommunications and electrical power lines (PKD Z) 16. Construction of electrical systems (PKD Z) 17. Installing construction joinery (PKD Z) 18. Other specialised construction work not classified elsewhere (PKD Z) 19. Wholesale of machines used in mining, construction and civil and water engineering (PKD Z) 20. Road transport of goods (PKD Z) 21. Warehousing and storage of other goods (PKD B) 22. Other financial service activities not classified elsewhere, except insurance and pension funds (PKD Z) 23. Activities in the field of engineering and related technical consultancy (PKD Z) 24. Other research and technical analysis (PKD B)

2 25. Other activities associated with providing employees (PKD Z) II. COMPANY CAPITAL Article 3 1. The share capital of the Company is PLN 8,990,061,41 (eight million nine hundred and ninety thousand sixty one zloty, 41/100), and is divided into 600,000 (six hundred thousand) registered shares of issue A, 233,250 (two hundred and thirty three thousand two hundred and fifty) bearer shares of issue B, 106,750 (one hundred and six thousand seven hundred and fifty) bearer shares of issue C, 18,127 (eighteen thousand one hundred and twenty seven) bearer shares of issue D and 60,000 (sixty thousand) bearer shares of issue E, with a nominal value of PLN 8.83 (eight zloty, 83/100) each, taken hold of and paid up in full by contributions in kind and in money. 2. Founding shares of issue A in the number of 600,000 (six hundred thousand) pieces are preference shares. The preference of the shares of issue A concerns the right to vote and the payment of dividend. Each of these shares is assigned five votes to be cast at the General Meeting of Shareholders and the right to dividend amounting to 2 percentage points above the average discount rate of the National Bank of Poland for the domestic bills of exchange during the preceding financial year of the Company. 3. The Company may issue both registered and bearer shares, and also bonds, including bonds convertible to shares and bonds with the preemption right to take hold of shares, attached to them. 4. The Company s Management Board keeps a stock ledger, pursuant to legal regulations in force. 5. The Company capital may be reduced by decreasing the nominal value of shares, combining shares or redeeming a part of shares under the conditions stipulated in the Commercial Company Code and the Articles of Association. 6. The principles of shares issue and their redemption are stipulated in the Articles of Association and by the General Meeting of Shareholders. 7. Transfer or pledge of the registered shares requires the Management Board permission given by way of a regulation, otherwise null and void. 8. In absence of such permission the Management Board shall within 3 days of receipt of the motion, notify the remaining Shareholders who hold the registered shares, of receipt of the motion for permission to transfer the registered shares and call them to make declarations within not more than 30 days of notification delivery date, whether they are going to take hold of the shares offered for the market price, however, not lower than the price indicated in the motion for permission to transfer the shares, and pay that price in a way to be indicated by the transferor within 2 months of such declaration submission date, the time limit for payment for the shares being transferred in that way may be extended upon the parties consent. After an ineffective lapse of such time limit the Management Board shall indicate the transferee or give its permission to transfer the shares within 2 months of the date when the Company has been notified of the intention to transfer the shares. If this provision is not met, the transfer of the shares shall be ineffective towards the Company.

3 9. The pledgee and the user of the shares is eligible for the right to vote upon the Management Board permission. 10. An alteration of the objects of the Company s enterprise may be made without buying out shares if a resolution is adopted by a majority of two thirds of votes cast in the presence of persons representing at least a half of the share capital. The Company s bodies are: a) General Meeting of Shareholders, b) Supervisory Board, c) Management Board. III. THE COMPANY S BODIES Article 4 Article 5 1. General Meetings are ordinary and extraordinary, and shall be held in the location of the Company s seat or in other locations within the territory of the Republic of Poland, indicated by the Management Board. 2. An ordinary General Meeting shall be held every year by 30 June, at the latest. It shall be convened by the Management Board and in the event that the Management Board has not called it at the time provided for above, the General Meeting shall be convened by the Supervisory Board. 3. An extraordinary General Meeting shall where necessary, be convened by the Management Board on its own initiative, or upon request of the Supervisory Board or the shareholders representing at least one twentieth of the share capital; the shareholders request shall be submitted to the Management Board in writing or electronic format. The Extraordinary General Meeting may be convened by the Supervisory Board at any time, if it considers it desirable 4. The shareholders representing at least half of the share capital or at least half of the total votes in the Company, may convene an extraordinary General Meeting. The shareholders shall appoint Chairman on that Meeting. 5. Where the Management Board and the Supervisory Board remain inactive the shareholders representing at least one twentieth of the share capital, may petition to the Registration Court that an extraordinary General Meeting be convened. Such petition shall satisfy the legal regulations that are obligatory for a statement of claim and shall contain the proposed agenda, draft resolutions, documents indispensable to correct and efficient debates, and substantive and legal reasons. If during the course of the debates it turns out that the convening of the General Meeting has been ungrounded, the Meeting shall adopt a resolution specifying who is to bear its costs. In absence of such resolution the Supervisory Board shall petition to the Registration Court for its verdict on the issue and submit evidence. 6. A General Meeting or an extraordinary General Meeting shall be convened through an announcement on the Company s website and in the way defined for disclosing current information by public companies, as well as by a registered letter sent to those shareholders who have provided the Company with their written demand to be notified in that way. Article 6

4 1. The General Meeting shall be valid regardless of the number of shares represented at it, unless the Commercial Company Code provisions provide otherwise. 2. The General Meeting may be held and adopt resolutions also without the formal convention of a meeting if the entire share capital is represented and none of those present have objected either to holding a General Meeting or placing particular matters on the agenda. 3. Resolutions shall be adopted by an absolute majority of votes cast, unless the Commercial Company Code provisions provide otherwise. 4. A share shall give the right to one vote at the General Meeting, save as pointed under Article 3 Clause 2 of the Articles of Association. The shareholder may cast opposite votes taking advantage of the votes attached to the shares held by him/her. Article 7 The General Meeting shall be opened by the Chairman of the Supervisory Board or the Deputy Chairman of the Supervisory Board, and in case of his/her absence, by one of the Supervisory Board Members. In case of their absence the General Meeting shall be opened by the President of the Management Board or a person nominated by the Management Board. Then, from among the persons entitled to participate in the General Meeting, the Chairman of the General Meeting shall be elected. Article 8 1. The General Meeting is the supreme body of the Company and shall decide on any matters concerning the Company. 2. The following matters shall in particular require a resolution of the General Meeting: a) determination of the number of the Supervisory Board members, b) election and removal of a chairman, deputy chairman and members of the Supervisory Board, save as pointed under Article 9 Clause 4 of the Articles of Association, c) any decisions concerning the principles of remunerating and paying bonuses to the Supervisory Board members, d) consideration and approval of the Management Board s report on the Company s activities and the financial statements for the preceding financial year, e) distribution of profits and coverage of losses for the preceding financial year, f) acknowledgement of the fulfilment of duties entrusted to the Company s bodies, g) formation and reversal of revenue reserves and special funds, h) transfer and lease of the enterprise or its organized portion and granting the limited real right thereon, i) undertaking measures aimed at admitting the Company shares to public trading, j) acquisition of Company shares as provided for under Article point 2 of the Commercial Company Code, k) redemption or issuance of shares, issuance of bonds, l) amendments to the Company s Articles of Association, m) merger of companies, n) decisions on claims to repair the damage inflicted while forming the Company, or exercising management or supervision, o) dissolution of the Company, appointment and removal of liquidators,

5 p) adoption of by-laws of the General Meeting of Shareholders. Article 9 1. The Supervisory Board consists of 3 (three) to 9 (nine) members appointed for five years by the General Meeting. Members of the first Supervisory Board shall be elected for one year. 2. A Management Board member, a Signing Clerk, a liquidator, a branch or plant manager, or a Chief Accountant, a legal advisor or a lawyer employed by the Company may not be appointed a Supervisory Board member. 3. The Supervisory Board members act in person. 4. In case a Supervisory Board member cannot fulfil his/her function due to the reasons beyond control, in particular death, resignation or another reason for over 6 months, the Supervisory Board may appoint a new Supervisory Board member in his/her place by way of co-optation. Article The Supervisory Board shall perform their duties collectively at the meetings held at least once a quarter. 2. A Supervisory Board meeting shall be convened and presided over by the Chairman of the Supervisory Board, and in case of his/her absence, the Deputy Chairman of the Supervisory Board. 3. The Chairman of the Supervisory Board or his/her Deputy is obliged to convene a meeting also upon a written motion of the Management Board. In that case the meeting shall be held within 14 days of motion date. 4. In the periods between the Supervisory Board meetings, the Board is represented by its Chairman before the Management, and in case of his/her longer absence, such representation is exercised by his/her Deputy or another member authorized by the Supervisory Board to this aim. 5. The Supervisory Board shall provide the General Meeting with an annual concise opinion on the state of affairs in the Company. The opinion shall be included in the Company s annual report. Article The Supervisory Board shall exercise supervision over all the activities of the Company, within the limits stipulated by the Commercial Company Code provisions. 2. Special duties of the Supervisory Board shall include: a) giving the Company Management Board permission to undertake by the Company property or capital investments exceeding 10% of the Company paid-up capital, b) giving the Company Management Board permission to dispose of fixed assets value of which exceed 10% of the Company paid-up capital, c) giving the Company Management Board permission to acquire and dispose of real estate or holding in the real estate, d) consideration of motions and giving permission to form and liquidate the Company s branches, e) determination of the number of the Management Board members,

6 f) defining the principles of employing and remunerating the Management Board members, and also concluding and terminating contracts with particular Management Board members, g) appointment and removal of the Management Board or particular members, h) election of an auditor to examine the Company s financial statements, i) adoption of by-laws of the Supervisory Board. Article Decisions of the Supervisory Board shall be taken in the form of resolutions adopted by an ordinary majority of votes cast. In the event that the Supervisory Board is attended by two members or aye and nay votes are equal in number, a vote cast by the Chairman of the Supervisory Board shall be decisive. 2. The Supervisory Board members may participate in the adoption of the Supervisory Board resolutions by casting their votes in writing through the intermediary of another Supervisory Board member. Such casting of votes in writing may not concern the matters placed on the agenda at the Supervisory Board meeting. 3. Resolutions of the Supervisory Board may be adopted in writing or taking advantage of direct distance communication means. Such resolutions are valid provided that all members of the Supervisory Board have been informed of the contents of draft resolutions. 4. The Supervisory Board may order one or a few its members to exercise permanent supervision over the Company s operations or to perform particular supervisory actions. The members so nominated shall be eligible for remuneration to be determined by the General Meeting of Shareholders. The Meeting may delegate this power to the Supervisory Board. The Supervisory Board may order its member to perform the managing function for the time until the Management Board membership is complete, and shall determine the amount of his/her remuneration and the form of his/her employment. Article 13 The Management Board consists of 1 (one) to 5 (five) members appointed by the Supervisory Board for 5 (five) years. Members of the first Management Board shall be appointed for 1 (one) year. Article The Management Board manages the Company s current operations in all the branches of its activity, and any matters which do not, by virtue of law or these Articles of Association, fall within the exclusive competence of the General Meeting or the Supervisory Board, shall be within the terms of reference of the Management Board, in particular the Management Board represents the Company in courts of law and beyond them, concludes in behalf of the Company agreements, appoints signing clerks and attorneys, builds up the Company s current organizational structures according to the assignments undertaken by the Company.

7 2. Joint action of two Board members or a Board member and a Signing Clerk, or two Signing Clerks, or a Board member and an Attorney shall be required for the validity of legal actions towards third parties. Article Director General President of the Management Board shall have a casting vote in internal affairs of the Company, and the remaining Board members manage particular branches of the Company s economic activity assigned to them. 2. A resolution of the Management Board shall be required in the affairs exceeding the scope of ordinary management, defined in the Board By-Laws. Resolutions of the Management Board shall be adopted by an absolute majority of votes of the members present. The Board meetings shall be held at least once a month. 3. A Board member outvoted at a meeting, shall sign the resolution on equal terms as the remaining members, however, he/she has the right to demand that his/her different opinion and its brief substantiation be included in the minutes of the Board meeting. If the Board meeting is attended by two members, out of whom neither is President of the Board, and their opinions on the matter under consideration are different, such members shall be obliged to present that matter at a nearest meeting attended by all the Board members, and in the event that would be impossible or highly difficult, to refer the matter to the Supervisory Board for their resolution. On the other hand, if one of such members is President of the Board, a resolution is adopted in the wording proposed by President of the Board. This also applies to the situation when one of the Board members abstains from voting of a particular matter. In case of equal number of votes, President of the Board has the casting vote. IV. VOTING PRINCIPLES Article 16 Voting shall be open in all the Company s bodies. Ballots shall be held in elections and on motions for the removal of members of the Company s bodies or liquidators and in all individual and personal matters. Apart from that, a secret ballot must be ordered upon request of any of the members having right to vote. V. COMPANY ACCOUNTS Article The Company establishes the following capitals: a) authorized share capital comprising cash payments to cover a nominal value of the shares and the value of contributions in kind made to cover the shares, b) supplementary capital, c) revenue reserves, d) special funds. 2. The Management Board shall decide on detailed principles of disposing of the funds. Article 18

8 1. The share capital may be increased by virtue of a resolution of the General Meeting by: a) issuing fresh shares, b) increasing a nominal value of the shares by transferring the supplementary capital funds and revenue reserves to the share capital, c) issuing fresh gratuitous shares to the shareholders in return for the dividend due to them, d) issuing fresh gratuitous shares to the shareholders in case of the increased share capital covered with the supplementary capital funds or revenue reserves, and allocating it to the paying up of newly issued shares. 2. Supplementary capital shall be established out of the net annual profit and cash payments for shares above their nominal value. At least 8% of the net annual profit shall be transferred into the supplementary capital until it reaches at least one third of the share capital. The supplementary capital shall be allotted for covering debit balance arisen from the Company s operations and other purposes pursuant to a resolution of the General Meeting. 3. By virtue of a resolution of the General Meeting other special funds may be established and used according to the regulations in force. 4. The use of supplementary capital and revenue reserves shall be decided upon by the General Meeting. Article 19 Shares may be redeemed: 1. voluntarily by acquiring the shares by the Company: a) against remuneration due to the shareholder, as provided for in a resolution of the General Meeting, b) without remuneration, with the possibility of granting utility shares. 2. by declaration submitted by the shareholder to the Company Management Board, of voluntary redemption of shares without remuneration. This declaration makes the Management Board obliged to adopt a resolution on reducing the share capital. 3. 1). compulsorily without the shareholder s consent, on the Management Board s motion: a) if the shareholder acts to the detriment of the Company, b) if the shareholder does not fulfil obligations that have been imposed upon him/her by virtue of a regulation of law, the Articles of Association, a resolution of the General Meeting of Shareholders. 2). A resolution of the General Meeting of Shareholders, concerning compulsory redemption, shall stipulate the amount of remuneration due to the shareholder, 3). The payment of such remuneration shall be effected within 60 days of resolution adoption date. 4. The source of finance of shares redemption may be: a) the Company s assets, b) net profit. 5. Redemption of shares shall be effected upon adoption of a resolution, unless the Commercial Company Code or a resolution of the General Meeting provides otherwise. Article 20

9 1. Annual net profit of the Company may be allocated to: a) dividend for the shareholders in the amount determined by the General Meeting, b) redemption of shares, c) other purposes provided for by a resolution passed by the General Meeting. 2. Where a resolution is adopted to pay dividend, the General Meeting shall fix the day of ascertainment of right to dividend and the day of its payment. 3. The Management Board may effect advances on the dividend anticipated at the end of the financial year if the Company has sufficient funds for such payments, under principles stipulated in the Commercial Company Code. The payment of advances shall require the Supervisory Board permission. Article 21 A calendar year is the financial year of the Company. Article 22 The Company shall keep reliable accounts in compliance with the obligatory regulations of law. To this aim, the Management Board shall employ people of adequate professional qualifications and supervise the performance of obligations imposed upon them. In particular, the Management Board shall be obliged to adopt an internal account schedule and ensure its implementation and up-dating according to the regulations in force. VI. FINAL PROVISIONS Article The Company shall publish its announcements in Monitor Sdowy i Gospodarczy, as provided for by law. 2. Provisions contained in the Act of 15 September 2000, Commercial Company Code (Official Journal No 94, item 1037) and other respective legal regulations in force shall apply to all other matters which have not been settled by these Articles of Association. 3. Official copies of this Deed may be issued to the Company s shareholder and the Company in any number.