Consolidated text of the Articles of Association of. Aztec International Spółka Akcyjna [Joint-Stock Company] with the registered office in Poznań

Transcription

1 Consolidated text of the Articles of Association of Aztec International Spółka Akcyjna [Joint-Stock Company] with the registered office in Poznań General provisions 1 1. Henry de Graan and Matthew de Graan, the shareholders of the Company being transformed Aztec International limited liability company with its registered office in Poznań, entered in the Register of Entrepreneurs under the number KRS , hereby declare that in accordance with the company's transformation plan adopted on (twenty-seventh of May, two thousand and eight) and under Article 556 of the Code of Commercial Companies and Partnerships, they hereby sign the Articles of Association of the Transformed Company, acting as its founders 2. The Company's name is: AZTEC International Spółka Akcyjna [Joint-Stock Company]. 3. In professional dealings, the Company may use the abbreviation: AZTEC International S.A. 4. The registered office of the Company shall be the city of Poznań The Company shall be established for an indefinite period of time. 2. The Company shall conduct its business activity on the territory of the Republic of Poland and abroad. 3. The Company may establish their own branches in the country and abroad, join the existing business entities and create new ones based on the provisions of law. Scope of activity 3 The Company s line of business includes: 1. Manufacture of wire products, chain and springs, 2. Manufacture of couplings and screws,

2 3. Wholesale of metal products, as well as plumbing and heating equipment and accessories, 4. Wholesale of chemical products, 5. Retail sale of fine metal elements, paint and glass in specialised stores, 6. Manufacture of metal structures and their parts, 7. Forging, pressing, stamping and roll-forming of metal; powder metallurgy, 8. Treatment and coating of metals, 9. Mechanical treatment of metal elements, 10. Manufacture of metal containers, 11. Manufacture of metal packaging, 12. Manufacture of other fabricated metal products n.e.c., 13. Agents involved in the sale of timber and building materials, 14. Agents involved in the sale of machinery, industrial equipment, ships and aircraft, 15. Agents specialised in the sale of other particular products, 16. Agents involved in the sale of a variety of goods, 17. Wholesale of agricultural machinery, equipment and supplies, 18. Wholesale of machine tools, 19. Wholesale of mining, construction and civil engineering machinery, 20. Wholesale of other machinery and equipment, 21. Wholesale of other intermediate products, 22. Non-specialised wholesale trade, 23. Freight transport by road, 24. Activities of head offices and holdings, excluding financial holdings, 25. Business and other management consultancy activities. 4 A significant change of the scope of activity of the Company is allowed without the necessity to purchase shares from those shareholders who oppose the change, provided that a resolution of the General Meeting on this matter will be decided by a majority of 2/3 (two thirds) of votes in the presence of persons representing at least half of the share capital. Share capital and shares

3 5 1. The Company's share capital amounts to PLN 3,414, (say: three million four hundred and fourteen thousand six hundred and sixty-seven PLN) and is divided into: a) 1,557,000 (say: one million five hundred and fifty-seven thousand) series A bearer shares of the face value of PLN 1.00 (say: one PLN) each, numbered from to , b) 1,066,000 (say: one million sixty-six thousand) series B bearer shares of the face value of PLN 1.00 (say: one PLN) each, numbered from to , paid up in cash, b) (say: five hundred thousand) series C bearer shares of the face value of PLN 1.00 (say: PLN one) each, numbered from to , paid up in cash. d) 291,667 series D bearer shares of the face value of PLN 1.00 (say: PLN one) each, numbered from to , covered with an in-kind contribution in the following manner: - for 100 shares in the company Aztec (UK) Ltd Hamade, LLC seated in the USA State of Delaware 142,544 (say: one hundred forty-two thousand five hundred forty-four) series D shares were taken up, numbered from to of the face value of PLN 1.00 each and of the issue price of PLN each, - for 25,564 shares in the company AZTEC Dichtscheiben GmbH Hamade, LLC seated in the USA State of Delaware 149,123 (say: one hundred forty-nine thousand one hundred and twenty-three) series D shares were taken up, numbered from to of the face value of PLN 1.00 each and of the issue price of PLN each, 2. Series A shares were issued in exchange for shares in the company Aztec International spółka z ograniczoną odpowiedzialnością [limited liability company] which was transformed into a joint stock company in accordance with the provisions of the Code of Commercial Companies and Partnerships and have been covered with the assets of the Company being transformed, therefore the amount paid to cover the share capital, which amounts to PLN 1,557, (say: one million five hundred and fifty-seven thousand PLN), was fully paid up. 3. The share capital may be increased by issuing new shares. 4. The share capital may be increased by transferring to it the amount determined by the General Meeting from the supplementary capital and by issuing of free shares to the existing shareholders, in proportion to the number of shares held by them.

4 5. Shares shall be issued in series marked with successive letters of the alphabet Shares may be redeemed by means of a resolution of the General Meeting of Shareholders. Governing Bodies 7 Governing Bodies of the Company are: a. General Meeting, b. Supervisory Board, c. Management Board Apart from the matters indicated in the Code of Commercial Companies and Partnerships, the competences of the General Meeting include the adoption of by-laws defining, i.a. the mode of the Meeting. 2. The purchase and sale of real property, of perpetual usufruct or of shares in real property shall not require a resolution of the General Meeting The Supervisory Board shall consist of five (5) to nine (9) members appointed and dismissed by the General Meeting for a five-year term of office, with the exception of the first Supervisory Board appointed by the founding shareholders. 2. At its first meeting, the Supervisory Board shall elect a chairperson and a secretary; the Chairperson of the Supervisory Board shall convene and preside over the meetings of the Supervisory Board. 3. The organisation and the manner of operation of the Supervisory Board shall be defined by the regulations adopted by the Supervisory Board.

5 4. The Supervisory Board shall adopt resolutions by a majority of votes; in the event of a tie, the Chairperson shall have the decisive vote. 5. The Supervisory Board shall meet at least quarterly, the Chairperson of the Supervisory Board or its Secretary shall convene a meeting of the Board on a written motion of the Management Board or of at least two members of the Supervisory Board; the meeting should be held within two weeks from the date of filing the abovementioned motion. The Supervisory Board may pass resolutions in writing or by means of direct distant communication. Members of the Supervisory Board may participate in adopting resolutions of the Board also by casting their votes in writing through another member. Casting a vote in writing may not apply to matters introduced to the agenda during the meeting of the Supervisory Board. 6. The powers of the Supervisory Board include: a. appointing and dismissing members of the Management Board, including the President and Vice-President, and defining the principles of remuneration of the members of the Management Board, however, the members of the first one-person Management Board shall be elected by the founding shareholders, b. examining the Company's annual operational programme, c. representing the Company in agreements and disputes between the Company and members of the Management Board, d. examining and reviewing all matters that may be the subject of the General Meeting, e. appointing statutory auditors to audit the financial statements of the Company covering the respective financial years, f. providing consenting to the acquisition and sale of real property, of the perpetual usufruct and of shares in real property. 7. Members of the Supervisory Board shall exercise their rights and obligations in person. 8. For the performance of their functions, members of the Supervisory Board shall receive remuneration in the amount determined by the General Meeting of Shareholders The Management Board shall consist of 1 (one) to 5 (five) members. 2. In the case of the one-person Management Board, the Company shall be represented and managed by the President of the Management Board, and in the case of electing a Management Board composed of several members, each member of the Management

6 Board shall be entitled to represent the Company on his/her own. In the event of appointing a Proxy, the Proxy may represent the Company jointly with the President of the Management Board or a Member of the Management Board. 3. The Management Board shall be elected for a five-year term of office. Members of the Management Board shall be employed under a contract of employment, or provide management services under a management contract. 4. The Management Board shall be entitled to pay to shareholders advances towards the dividend expected at the end of the financial year. The advance payment shall require the consent of the Supervisory Board. Accountancy 11 The Company's organisation shall be defined by the organisational rules and regulations adopted by the Management Board The financial year shall be the calendar year. 2. Within 5 (five) months from the end of the financial year, the Management Board shall prepare a balance sheet covering the previous financial year, a profit and loss account as well as a detailed written report on the operation of the Company during this period, and submit the aforementioned to the Supervisory Board. 3. Reserve fund, development fund, Employee benefit fund and other special funds may be set up from the profit under the resolution and in the amount determined by the General Meeting. Final provisions 13 The Company may be dissolved: a. by means of a resolution of the General Meeting on dissolution, b. due to the declaration of Company's bankruptcy.