I. General Provisions

Transcription

1 I. General Provisions 1 1. The name of the Company shall be Polski Koncern Mięsny DUDA Spółka Akcyjna 2. The Company may use an abbreviation of its name: PKM DUDA S.A. as well as a graphic sign. 2 The Company s registered Head Office shall be the Capital City of Warsaw 3 1. The Company was established from transformation of Zakłady Mięsne DUDA limited liability company into a joint stock company. 1. The Company shall operate in accordance with this Articles of Association, provisions of the Commercial Companies Code and other legal provisions being in force. 2. The time of the Company s duration shall be unlimited 3. The incurred costs connected with the Company s establishment shall amount to PLN (sixty thousand PLN) 4 1. The Company shall conduct its business in the territory of the Republic of Poland 2. Within the scope of activity, the Company may: open, run and close down divisions, branches and representative offices as well as may act as a Co-partner or a Shareholder in other companies, as well as, in the Companies with foreign capital.

2 II. Activity of the Company 5 1. The scope of the Company s activity shall comprise the following operations: the production operations as well building, trading and services at own expense or at the expense of third persons in scope of: 1. Raising and breeding of livestock PKD Z 2. Services activity concerning raising and breeding of animals PKD Z 3. Meat production, excluding poultry and rabbit meat PKD Z 4. Production of poultry and rabbit meat PKD Z 5. Production of canes, processed meat, from meat offal and from blood PKD A 6. Service activity concerning the production of meat merchandise PKD B 7. Servicing and reparations of mechanical vehicles PKD A 8. Activity of Agents who deal with the sale of machines, industrial machines, ships and planes PKD Z 9. Activity of Agents who deal with the sale of food, drinks and tobacco articles PKD Z 10. Activity of Agents who specialize in the sale of specific products or specific group of products, not classified anywhere else PKD Z 11. Wholesale of food, drinks and tobacco PKD Wholesale of fruits and vegetables 13. Wholesale of alcoholic drinks PKD ZPKD A 14. Non-specialized wholesale of food, drinks and tobacco articles PKD Z 15. Retail sale of food, drinks and tobacco articles in specialized shops PKD Retail sale of fruits and vegetables 17. Retail sale of alcoholic and soft drinks PKD ZPKD Z 18. Remaining retail sale of food, drinks and tobacco articles in specialized shops, not classified anywhere else PKD B 19. Hotels and Motels with restaurants PKD Z 20. Hotels and Motels without restaurant PKD Z 21. Restaurants and other gastronomy posts PKD 55.30

3 22. Bars PKD Z 23. Canteens PKD Z 24. Preparation and food delivery for the outside recipients (catering) PKD Z 25. Road transport of merchandise with specialized vehicles PKD A 26. Road transport of merchandise with universal vehicles PKD B 27. Lorry hire with drivers PKD C 28. Remaining activity concerning support of land transport PKD Z 29. Activity concerning tourism PKD Remaining forms of granting credits PKD Z 31. Remaining financial mediation, not classified anywhere else PKD Z 32. Purchase and sale of real estate at one s own account PKD Z 33. Real estate lease for one s own account PKD Z 34. Car hire PKD Z 35. Lease of remaining means of land transportation PKD Z 36. Consultancy in scope of running the economic activity and administration PKD A 37. activity concerning management of Holdings PKD Z 38. Crop growing: market gardening; horticulture PKD The Company shall undertake activities which require permission, contracts or concessions, only after it will obtain the above mentioned. 3. Upon resolution of The General Meeting, change in the Company s scope of activity may be executed. The Company shall not be obligated to acquire shares of those Shareholders, who didn t agree to change the scope of activity. III. Capital, Shares, Disposal of Shares, Extinction of Shares, Issuance of Bonds 6 1. Share capital amounts to ,00 PLN (forty-eight million and two hundred thousand PLN) and is divided up to ( four million eight hundred and twenty thousand) of ordinary bearer shares with face value of 10 PLN (ten PLN) each

4 2. In accordance with issue of A series bonds in the amount of (fifteen thousand), with the pre-emptive right to acquire company shares, share capital shall be increased by the amount not exceeding (one million five hundred thousand PLN) by issuing additional ordinary bearer shares series F in the amount not exceeding (one hundred and fifty thousand). 3. All of the company s shares shall be ordinary bearer shares 7 1. The General Meeting shall have the right to increase the Company s share capital through the issue of new shares of the Company or by increasing the nominal value of the hither to existing shares 2. The increase in capital may be also executed as a result of: - conditional increase of the capital - increase of the capital from equity - increase of the target capital 4. The Company shall have the right to issue bonds, therein: - Based on resolution of the General Meeting of Shareholders, convertible bonds for the Company s shares, bonds which will give in the future the precedence right to acquire shares issued by The Company s, and other bonds that will give the holder right to participate in the Company s future profits - in accordance with resolution of the Management Board, not stipulated to the competence of the General Meeting, kinds of bonds Shares may be extinct pursuant to resolution of the General Meeting, extinction may be executed by lowering the share capital or from clear profit. The resolution referred to above, may only be undertaken upon the request, or upon the Shareholder s approval. 2. Resolution of The General Meeting concerning the extinction of shares, defines the method and conditions of extinction of shares, and specially the amount, deadline and the payment of emoluments, the Shareholder is entitled to by virtue of extinction of his shares, legal basis of the extinction as well as method by which the share capital is reduced.

5 3. The Company may establish a special fund for the absorption of possible future extinction of shares, from the profit s write off. In order to create the special fund, the Resolution of the General Meeting is required. 4. The Company may acquire own shares for the extinction purposes, on it s own account. 5. In return for the extinction of shares, the Company may issue other certificates without determined nominal value Disposal or listing of bearer shares shall require approval of the Supervisory Board. Upon invalidity rigor, approval for disposal or listing of bearer shares shall be granted in the written form. 2. The Shareholder shall submit to the Supervisory Board an application for the approval Disposal or listing of the Company s bearer shares. The above application must be submitted in the written form and should define the number of bearer shares destined for disposal or listing, the acquirer or the depositor and in case of sale additionally the suggested price. IV. The Company Founders are: 10 The Company Founders are: a) Marek Bolesław Duda- registrated in Grąbkowo no. 73, Jutrosin municipality, wielkopolskie voivodeship b) Bogna Duda- Jankowiak- registrated in Grąbkowo no. 73, Jutrosin municipality, c) wielkopolskie voivodeship d) Marcin Jerzy Duda- registratedin Grąbkowo no. 73, Jutrosin municipality, wielkopolskie voivodeship e) Maciej Józef Duda- registrated in Śląskowo no. 22, Jutrosin municipality, wielkopolskie voivodeship

6 V. The Company Authorities 11 The Company Bodies are: f) The General Meeting of Shareholders g) The Supervisory Board h) The Management Board VI. The General Meeting of Shareholders The Management Board t shall convene the General Meeting of Shareholders 2. The General Meeting of Shareholders shall convene as the ordinary or extraordinary General Assembly of Shareholders 3. The Ordinary General Meeting of Shareholders shall convene not later than 6 (six) Months following the end of the financial year. 4. Management Board shall convene the Extraordinary General Meeting of Shareholders, from its own initiative, at written request of the Supervisory Board, the shareholder or the shareholders representing at least 1/20 (one twentieth) of share capital. 5. The Extraordinary General Meeting of Shareholders shall convene not later than 2 (two) weeks following the day of the request. The above mentioned application should define issues that shall be the subject of the meeting and furthermore the justification. 6. The Supervisory Board has the right to convene the Extraordinary General Meeting of Shareholders, every time it requests for it and when the Management Board fails to convene at the specific period of time. 7. The General Meeting of Shareholders shall be convened by way of announcement published in Monitor Sądowy i Gospodarczy. The adequate announcement shall be

7 published not later than 3 (three) weeks prior to the date of the General Meeting of Shareholders. 8. The General Meeting of Shareholders shall be opened by the Chairman of the Supervisory Board or a person designated by him. In case of an absence of the Chairmen or a person appointed by him or in case when nobody was appointed to open the General Assembly of Shareholders, The General Meeting of Shareholders shall be opened by the shareholder who owns the biggest stake of shares in the Company s share capital or a person representing him. Chairman of the General Meeting of Shareholders shall be elected among all the persons entitled to vote. 9. The Shareholders having at least 1/20 (one twentieth) of share capital may request to include particular matters in agenda of the nearest General Meeting of Shareholders. Such a request shall be valid when submitted at least, 4 (four) weeks prior to the date of the General Meeting of Shareholders and when the shareholders were informed about changes in the agenda at least 3 (three) weeks prior to the date of the General Meeting of Shareholders. In case when the above deadlines were met, the request concerning completion of the agenda shall be treated as a request to convene the Extraordinary General Meeting of Shareholders. Sub-paragraph 4 of the hereby paragraph shall be applied. 10. The General Meeting of Shareholders shall convene in accordance with the resolutions adopted by them, changes in resolutions shall be valid following from the next General Meeting of Shareholders 11. Any pauses during the General Meeting of Shareholders lasting, not longer than 3 (three) hours within one day, shall by announced by way of resolution of the General Meeting of Shareholders, undertaken by the majority of ¾ votes cast. The abolition of any matters put on agenda shall be adopted by way of resolutions of the General Meeting of Shareholders, undertaken by the majority of 2/3 (two thirds) votes cast The Shareholders may participate in the General Meeting of Shareholders and shall exercise their voting rights either personally or by proxies. 2. Authorization to attend The General Meeting of Shareholders and to exercise the voting rights shall be granted upon the invalidity regime in the written form and

8 enclosed in the Protocol Book of the General Meeting of Shareholders. In case of the authorization granted in the foreign language, it shall be enclosed in the Protocol Book along with its certified translation Unless the provisions in sub-paragraph 2, 1 (one) share entitles to 1 (one) vote at the General Meeting of Shareholders. 2. Voting rights of the Company s Shareholders shall be restricted in such a manner that none of them shall exercise an aggregate of more than 50% (fifty percent) of the total number of voting rights in the Company on the day of the General Meeting, with the proviso that the hereby restriction concerning the voting rights shall not effect the needs to determine the responsibilities of the acquirers of the considerable stake of shares, pursuant to the Law on Public Trading in Securities. For the needs of hereby sub-paragraph, the exercise of voting rights by the subsidiary entity shall be considered as the exercise of voting rights by the Holding Company pursuant to the Statute on Law on Public Trading of Securities. In order to determined the number of votes, each shareholder is entitled to, an aggregate of number of votes from shares and number of votes shall be taken, which shareholder would obtain in case of change in the number of warrants he owns. 3. Voting shall be open. A secret ballot shall be ordered in case when: a) electing and when voting on motions to dismiss members of he Company s authorities, or liquidators, b) voting on bringing them to justice, c) voting on motions concerning personnel issues d) a secret ballot shall be ordered if so requested by any of the Shareholders present and the representatives at the General Meeting of Shareholders 15 Unless the Articles of Association or the legislation provide otherwise, the General Meeting of Shareholders shall undertake resolutions by the absolute majority of votes cast. Votes for, against and withhold shall be considered as votes cast:

9 16 The General Meeting of Shareholders shall convene at the Company s Registered Head Office or in: Poznań, Wrocław, Rawicz, Leszno, Góra or in Wschowo 17 The Supervisory Board, Members of the Supervisory Board and the Shareholders who own at least 1/20 (one twentieth) of the share capital may request to include particular matters in agenda of the nearest General Assembly of Shareholders. 18 The General Meeting shall have the exclusive power to: a) examine and approve the Management Board reports on the Company s operations and financial reports for prior financial year as well as have the right to grant a vote of approval to members of the Company Bodies, to confirm the discharge of their duties. b) adopt resolutions on the distribution of profit or coverage of losses, as well as utilization of funds coming from profit; c) appoint and recall members of the Supervisory Board and determine procedures according to which Members of the Supervisory Board shall be rewarded. d) any changes in the Statue, along with the increase and reduction of the share capital and change in the subject of the Company e) merger and transformation of the Company f) dissolution of the Company g) issuance of convertible bonds h) disposal and lease of the Company or its organized part thereof as well as establishing them a limited property rights thereon. i) all the rules concerning claims for repairman of damages caused upon settlement, managing or supervising the Company j) in cases when the General Meeting adopts resolution on distribution of some or the whole profit for the dividend payment to the Shareholders, specification of the day according to which, the list of shareholders entitled to dividends

10 payment for the particular financial year (the dividend date payment) shall be prepared as indication of the dividend date payment. k) increase of share capital from the Company s financial resources l) The Management Board is authorized to increase once or several times share capital pursuant to the resolutions of the General Meeting of Shareholders (target capital) m) The conditional increase of share capital in order to grant the owners of convertible bonds, with call-options or warrants, or to grant the employees, members of the Management Board warrants in return for their non financial contribution constituting for liabilities, their entitled to by virtue of acquired rights to participate in the Company s or in the subsidiaries profit. n) other matters, which according to the Company s Articles of Association or current legislation belong exclusive powers of the General Meeting 2. The Supervisory Board shall present its opinion on draft resolutions, referred to in sub-paragraph 1 as well as in all other matters, being a subject of the General Meeting. VII. The Supervisory Board The Supervisory Board shall consist of up to 5 (five) members appointed by the General Meeting. 2. The term of office shall last 3 (three) years 3. The number of members of the Supervisory Board and its make-up shall be determined by the General Meeting of Shareholders. 4. Members of the Supervisory Board shall participate in meetings of the Supervisory Board and shall execute their own personal responsibilities. 5. The Shareholders, who own shares which entitle them to exercise not more than 10% (ten percent) of existing votes, based on issued shares (small shareholders), shall have the right to appoint their own representatives to the Supervisory Board in the following way. Small shareholders shall have a right to elect not more than 2 (two)

11 members of the Supervisory Board. This right shall be exercised through a request to perform a group voting, submitted by the small shareholders representing an aggregate of at least 10% (ten percent) of votes registered at the General Meeting. All persons elected, in this manner, by small shareholders, shall be independent in pursuant to supparagraph No resolutions shall be adopted if at least one of the elected members of the Supervisory Board, representing small shareholders, shall not approve the following matters, pursuant to mode 19 sub-paragraph 5: i) election of the certified auditor j) contracts and provisions between the Company and persons associated with the Company 7. A person fulfilling at least one of the following criteria shall be considered as a person associated with the Company ; a) is a member of the Management Board, The Supervisory Board, proxy b) is a shareholder who owns at least 10% (ten percent) of votes at the General Meeting c) is a member of the Management Board, the Supervisory Board or a proxy of the Company associated with the Company, pursuant to the provisions of the Commercial Companies Code d) is a spouse, relative or a kinsman to the second degree 8. At least half of the General Meeting shall consist of the independent persons. A person fulfilling following criteria shall be considered as independent persons a) are not associated pursuant to 19 item 7, points b-d b) are not the Company s employees c) are not associated with the Company through a permanent provision of services The Supervisory Board shall convene when necessary, but not less than once in 3 (three) months 2. The Supervisory Board shall be convened in accordance with the Code of Practice, adopted by the General Meeting of Shareholders

12 3. The Chairman shall convene meetings of the General Meeting of Shareholders, and in case, of the Chairman s inability to convene the General Meeting of Shareholders, meeting shall be convened by the vice- Chairman of the Supervisory Board. 4. Meetings of the Supervisory Board shall be convened if so requested in writing by the Management Board. In this case, such a meeting should be held within 2 (two) weeks of the date such a request is received. 5. Members of the Management Board may attend meetings of the Supervisory Board with the advice vote, only if none of the Members of the Supervisory Board shall object. 6. Meetings of the Supervisory Board shall be convened by means of telefax with the confirmation note of its delivery or by means of registered letters, which should be sent to each member of the Supervisory Board at least 7 (seven) days prior to the planned meeting. Each Member of the Supervisory Board shall give, the Company, an address to which an invitation to the Supervisory Board meeting shall be sent. This invitation shall inform of the date, the time, the venue and the agenda of such meeting. Resolutions of the Supervisory Board shall only be valid, if a quorum is present at such meeting. The quorum shall consist of a majority of the total number of the Supervisory Board. In an emergency, the President of the Supervisory Board may convene a meeting via a different method and period of informing members of the Supervisory Board about the date of a meeting, 7. Meetings of the Supervisory Board shall be held by means of telephone or other means of direct distance communication in a manner allowing mutual communication between, all the participants and members of the Supervisory Board meeting. Resolutions adopted during such conference shall be effective if the minutes including such resolutions would be signed by each member of the Supervisory Board participating in such meeting. In such case an assumption will be made that the place of meeting and preparation of the minutes will be the place where the President of the Supervisory Board shall be or in case of his absence, where the Vise- Chairman shall be, if the meeting shall be held under the preside of the Vice- Chairman of the Supervisory Board. 8. Meetings shall be recorded. The minutes shall be signed by Chairman of the Supervisory Board. The minutes shall include information about the number of

13 members participating in the meeting as well as shall inform about the procedures and results of voting. These minutes shall be collected and put in the Minute book. 9. Separate opinions of members of the Supervisory Board shall be added to the minutes 10. All members of the Supervisory Board shall be obligated to keep official secret. 11. No resolutions of the Supervisory Board shall be valid unless all the members of the Supervisory Board have been invited to the meeting pursuant to sub-paragraph 6 of the hereby paragraph 12. Meetings of the Supervisory Board may be held without any formal convening if all members of the Supervisory Board are present and agree to such a meeting and the proposed agenda. 13. Member of the Supervisory Board may cast his vote in writing or through another Member of the Board. 14. Members of the Management Board, liquidators, proxies and the Company s employees, who occupy the position of the General Accountant, commercial lawyer, lawyer, director of the department or other positions which report directly to member of the Supervisory Board, shall not be, simultaneously, a member of the Supervisory Board. 15. Members of the Supervisory Board shall be remunerated in form and in the amount specified by the General Meeting Pursuant to sub-paragraph 2 of hereby paragraph, the Supervisory Board shall pass resolutions by an absolute majority of votes cast, in the presents of at least half of the Board members. All the votes cast for, against and withhold shall be counted as votes cast. The Chairman shall have the power to cast the deciding vote in the event of a an equal amount of votes. 2. Resolution of the Supervisory Board is needed in order to dismiss separately, each member of the Management Board or the whole Management Board. Resolution shall be adopted by the majority of ¾ (three fourth) votes with a quorum of at least 2/3 (two thirds) of all members of the Supervisory Board.

14 22 1. The Supervisory Board shall constantly supervise the Company s activities in all the Company s branches 2. Unless the provisions of legislation or this Articles of Association provide otherwise, the General Meeting shall have the exclusive competence to: a) To appoint or dismiss the president of the Management Board- as well as, on his request- other members of the Management Board b) To represent the Company in all the disputes with members of the Management Board c) To represent the Company in contracts with members of the Management Board d) To set out rules of remuneration and other conditions of contracts with members of the Management Board e) To give consent members of the Management Board, to run competitive business or to participate in the competitive company as a co-partner in the partnership or proprietorship or as a member of the Board in the Capital company or other competitive corporate body. f) To give opinions on all matters undertaken at the General Meeting of Shareholders. g) To appoint the Company s certified auditor to audit the Company s financial statements h) To assess the Management Board reports on the Company s operations and the financial statements for the prior year, in order to check their compatibility with the books and documents, as well as with the actual situation. i) To assessment of the Managers Board motions on distribution of profit or coverage of losses. j) To submit to the General meeting a written report on the above assessments and the motion concerning granting members of the Management Board a vote of approval. k) To give consent to convert personal shares into bearer shares. l) To consider and give opinions on matters concerning proposals which fall within resolutions of the General Meeting

15 m) To give consent to incur liabilities by the Company or expenses regarding single or a series of transactions in the amount exceeding equivalent of euro (one million EURO) determined in accordance with the average exchange rate of EURO, announced by NBP on a day prior to the day of the proposal, not included in the adopted budget and exceeding ordinary management of the Company. n) To give consent to acquire or sale shares or acquisition of shares in other companies, except for shares allowed for public trading. o) To give consent to set about other corporate body p) To give consent to dispose the Company s assets, whose value exceeds 10% (ten percent) of net value of fixed assets, excluding those, which constitute inventories for sale, within the Company s ordinary activity q) To give consent to incur debts and loans with maturity date above 1 (one) year, not included in the adopted budget, other than incurred by the Company within the ordinary management of the Company. r) To give consent to grant, by the Company, unexpected not included in the adopted budget, guarantees, warrants and other liabilities on the Company s property not included in the budget s) To give consent to acquire and sale real estate or shares in real estate, except the Company s plant real estate t) adoption of the Company s business plans and budget, and any changes within its limits, as well as adoption of any amendments in the operations not included in the Company s budget u) To give consent regarding transactions and benefits between the Company and associated bodies VIII. The Management Board The Management Board of the Company shall consist of one or many members. The Supervisory Board shall appoint and dismiss Members of the Management Board.

16 The Management Board shall constitute of: President of the Management Board and Members of the Management Board 2. Term of office of the Management Board shall last 3 (three) years 3. Unless the provisions of law or this Articles of Association, regarding the competences of the General Meeting or the Supervisory Board, provide otherwise, all matters regarding activities of the Company fall within exclusive competences of the Management Board The President of the Management Board independently or 2 (two) members of the Management Board acting together, member of the Management Board acting along with proxy or 2 (two) proxies together, shall be authorized to submit declarations of will and to sign, on behalf of the Company. 2. The plenipotentiaries, acting independently or within limits of their authorization, may be appointed to handle specific activities or activities of the ordinary management. Granting and cancellation of the authority shall be exercised pursuant to the mode to submit declarations of will, on behalf of the Company. 3. The Management Board shall manage the Company s property and manage the activities of the Company as well as shall perform its responsibilities with due diligence that is required in the economic circulation, pursuant to legislation or this Articles of Association, code of practice and resolutions adopted by the General Meeting and the Supervisory Board 4. The President of the Management Board or a member designed by him, are obligated to participate in the General Meeting. Other members of the Management Board may participate in sessions of the General Meeting. 5. Unless the permission of the Supervisory Board, Member of the Management Board shall not handle matters that are competitive for the Company, or shall not participate in the competitive company as a co-partner or as a corporate body, or as the Board member of the Capital company or other competitive corporate body.

17 25 1. The Management Board shall act based on the Code of Practice drawn up by itself m and approved by the Supervisory Board. All matters, specified in the Code of Practice, which do not fall within the competences of the ordinary management, shall be adopted through necessary resolutions. 2. Unless the provisions of this Articles of Association or law, regarding the adoption of resolutions provide stricter requirements concerning adoption of resolutions, the Management Board shall adopt resolutions at the meetings by the majority of votes present at the meeting. The President of the Management Board shall have the power to cast the deciding vote in the event of a an equal amount of votes. 3. The Management Board may undertake resolutions also through the circulation procedure. Resolutions of the Management Board may be adopt using circulation mode, if all the Board members have agreed to this resolution in writing. 4. Upon the opinion of the Supervisory Board, the Management Board shall submit to the General Meeting, proposed distribution of profit The Company may employ members of the Management Board based on the employment contract or commission contract. The Supervisory Board may also determine that Members of the Management Board shall receive remuneration for their work for the Management Board independently from their remuneration resulting from the employment or commission contracts. 2. The Supervisory Board shall represent the Company in contracts and disputes between the Company and members of the Management Board 3. The representative, delegated from among members of the Supervisory Board, shall conclude, on behalf of the Company, employment contracts or other contracts with members of the Management Board. 4. Other activities concerning the employment contracts or other legal acts connecting member of the Management Board with the Company shall be exercised in the same mode

18 IX. Management of the Company, the Company Accounts The Company s organization shall be specified in the Code of Practice,settled by the Management Board and approved by the Supervisory Board 2. The Company shell keep reliable accounts, pursuant to the provisions of law Pursuant to resolution of the General Meeting, the Company may generate other capital. Resolution of the General Meeting shall determine methods of their utilization. 2. The General Meeting may generate any reserve capital and special funds. This may be generated or annulled during and by the end of the financial year 3. The Management Board shall be obliged to prepare annual financial statements as well as statements on the Company s performance, not later than 3 (three) months after the end of the prior financial year, after which this statements shall be submitted to the Supervisory Board for its opinion. The Supervisory Board shall have 30 (thirty) days to give an opinion on the submitted documents. 4. All members of the Management Board should sign the Company s annual financial statement The financial year shall be the calendar year 2. The first financial year shall start on a day of the Company registration and shall end on The Company is obliged do render the annual financial statement, statement of the Management Board on the Company s performance, opinions along with the auditor s report as well as statement of the Supervisory Board from the assessment of the financial statement. These reports shall be accessible to all shareholders, at the Company s registered Head Office, 15 days prior to the date of the General Meeting,

19 30 1. The Company s net profit may be destined for the: a) increase of share capital b) write offs on reserve capital c) write offs on reserve capital and special funds d) dividends payment to shareholders e) other purposes specified in resolution of the General Meeting 2. The Company shall generate reserve capital for coverage of book losses a) As long as the capital shall not reach at least 1/3 (one thirds) of share capital, 8% (eight percent) of annual profit shall be transferred to reserve capital b) Surplus generated from disposal of shares above their face value, shall be transferred to reserve capital, the rest of it can be used to absorb costs of share disposal. c) The General Meeting shall decide on utilizing reserve capital, however part of reserve capital in the amount of 1/3 (one third) of share capital, may be used to absorb any book losses XI. Final Provisions The Company s dissolution shall be executed as a result of liquidation 2. Liquidators shall be members of the Management Board, unless the General Meeting provides otherwise 32 Unless resolution provides otherwise, all the announcements, required by law, concerning, or coming from the Company shall be published in the in Monitor Sądowy i Gospodarczy 33 In any matters not provided in this Articles of Association, the provisions of the Commercial Companies Code shall apply.