Attachment
of the Resolution No 457 of the
Supervisory
Board of “ENERGOMONTAŻ-PÓŁNOC” S.A.
of 15
December 2005
L E G A L S T
A T U S
OF
„ENERGOMONTAŻ-PÓŁNOC” Joint Stock Company
I. GENERAL
PROVISIONS
§ 1.
1. Wording
of the Company is “ENERGOMONTAŻ-PÓŁNOC” Joint Stock Company.
2. The
Company can use abbreviation of the name: “ENERGOMONTAŻ-PÓŁNOC” S.A., as well
as graphic mark distinguishing the Company.
§ 2.
Location of the seat of the Company is Warsaw capital city.
§ 3.
1.
Founder
of the Company is the State Treasury.
2.
The
Company has arisen as a result of transformation of state owned enterprise
under the name of: Przedsiębiorstwo Montażu Elektrowni i Urządzeń Przemysłowych
"ENERGOMONTAŻ- PÓŁNOC" in Warsaw.
3.
The
Company acts on the ground of generally ruling provisions of law, especially on
the grounds of the Code of Commercial Companies and this Status.
§ 4.
The Company acts on territory of the
Republic of Poland and abroad.
II. SUBJECT OF ACTIVITY OF THE COMPANY
§ 5.
1.
Subject
of enterprise of the Company is:
1)
Execution
of construction/erection works: investment, rehabilitation and repair in power
engineering, industrial, as well as general and civil engineering
2)
Construction
of complete building objects or their parts, herein residential buildings for sale
or hire
3)
Design
of organization and technology of erection works of back-up facilities
construction, technological equipment, power engineering, industrial and
building plants, as well as developing of welding procedures of welding works
4)
Manufacturing
of: steel structures and metal components of structure items, piping, tanks and
their components, air and flue gas ducts, as well as building materials,
woodwork and carpenter products for own use and commercial purposes
5)
Metalworking
and applying of lining on metals, mechanical working of metal items
6)
Providing
services: equipment/transportation, typography, computer science, in the range
of start-up of equipment and plants, as well as laboratory testing of materials
and welds using non destructive, destructive and metallographic methods
7)
Purchase,
planning/development of sites/estates on own account, hire of estates on own
account, as well as management of estates by order
8)
Hire
of machines and equipment without operators
9)
Carrying
out extra-school forms of occupational education
10) Providing services in the range of
carrying out book-keeping
11) Providing services of acting as an
agent for domestic and foreign subjects
12) Providing tourist services in owned
resting centers
13) Carrying out commercial activity in
the range defined in points 1, 2, 3, 4 and 5
14) Trade in electric energy
Licensed activity or an activity
required a permit would be taken up after obtaining concession or permit.
2.
In the
range of activity subject defined in subparagraph 1, points 1 and 2, the
Company may act as investor, substituting investor, general contractor and
general supplier.
III. INITIAL CAPITAL
§ 6.
Founding fund and
enterprise fund in enterprise, described in § 3, subparagraph 2, have formed
jointly ownership capital of the Company.
§ 7.
Initial capital of the
Company amounts to PLN 55 596 436.00 (fifty five million five hundred
ninety six thousand four hundred thirty six Polish zlotys) and divides itself
into 15 884 696 (fifteen million eight hundred eighty four thousand six hundred
ninety six) shares with nominal value PLN 3.50 (three Polish zlotys and fifty
groszes) each, whereof in “A” series is 2 162 000 (two million one
hundred sixty two thousand ) shares, in “B” series 155 000 (one hundred
fifty five thousand ) shares, in “C” series 1 400 000 (one million
four hundred thousand), in “D” series 617 696 (six hundred seventeen
thousand six hundred ninety six)
shares, and in “E” series is 11 500 000 (eleven million five hundred
thousand) shares.
§ 71.
1. The Board of the
Company is entitled (but not bound) to execute, until June 9, 2008, one or
several increasing(s) of initial capital by max amount not exceeding PLN
27 877 500.00 (in words: twenty seven million eight hundred seventy
seven thousand five hundred of Polish zlotys) (target capital). The Board can
execute the above said entitlement after obtaining Supervisory Board consent
for each accomplishment of increasing of initial capital of the Company.
Regardless of the above, resolutions concerning determination of issue price and
transfer of shares against non-pecuniary contributions additionally require
consent of Supervisory Board of the Company.
2. Executing
increase of initial capital within the limits of authority, described in
subparagraph 1, the Board of the Company may transfer the shares against
pecuniary and non-pecuniary contributions.
3. The resolution
of the Board of the Company on increase of initial capital within the limits of
authority, described in subparagraph 1, requests form of notarized deed and
replaces resolution of General Assembly of the Shareholders concerning increase
of initial capital.
4. Provisions of
subparagraphs 1 through 3 do not infringe the powers of General Assembly to
ordinary increasing of initial capital during the time of benefit of the Board
from authority, described in subparagraph 1.
§ 72.
1. The shares are transferable.
2. During the period
when the shares admitted to public circulation, on which pledge or usufruct has
been established, are recorded on accounts of securities in brokerage house or in
bank carrying out accounts of securities, the shareholder is entitled to right
to vote from these shares.
3. The shares of the
Company could be redeemed in a manner foreseen in the Code of Commercial
Companies.
4. Redemption is
held on the grounds of resolution of General Assembly and requires decrease of
initial capital, unless relevant regulations of the Code of Commercial
Companies foreseen possibility of shares redemption without decrease of initial
capital.
The resolution
should specify in particular legal grounds of shares redemption and amount of
remuneration to which the shareholder of redeemed shares is entitled or
substantiation of shares redemption without remuneration, as well as method of
decrease of initial capital, unless in accordance with regulations of the Code
of Commercial Companies, redemption of shares is held without decrease of
initial capital.
5. The Company could
redeem the shares on approval of the shareholder by way of their purchase by
(voluntary redemption).
6. Voluntary
redemption is allowable in each case when the shareholder, whose shares would
be redeemed, states consent for redemption conditions, in particular when
number of the shares which would be redeemed, date of redemption, amount of
remuneration or consent for redemption without remuneration are agreed as well
as date of remuneration payment.
7.
When redemption is held against remuneration,
remuneration is paid to the Shareholder:
a)
During 30 days since the date of receipt by the
shareholder a notification about passing of resolution concerning shares
redemption, if redemption is held in situations they are told about in Art. 360
§ 2 and Art. 457 §1 of Code of Commercial Companies
b)
During 30 days since the date of delivery of decision
about entry into register of change of initial capital, in remaining
situations.
8.
In exceptional situation, when payment of remuneration endangers
financial liquidity of the Company, payment of remuneration could be paid in
max 10 installments; therewith the last installment should be paid during two years
since the date of redemption, at the latest.
9. Detail
principles of redemption of shares of the Company could determine Regulations
of shares redemption, formulated by the Board and accepted by Supervisory
Board.
§ 73.
1.
Initial
capital could be increased by way of change of Legal Status on a base of
resolution of General Assembly through issue of new shares or increase of
nominal value of existing shares of the Company, therewith on principles
determined in regulations of Code of Commercial Companies, increase of initial
capital could be made from reserve capital (funds).
2.
The Company can issue
bonds, therein bonds exchangeable for shares or bonds with right of priority.
Total number of issued bonds, form, method and principles of eventual exchange
of bonds for shares will be determined in particular resolutions of General
Assembly.
§ 8.
All shares of
the Company are bearer’s shares.
IV. AUTHORITIES OF
THE COMPANY
§ 9.
Authorities of
the Company are:
1/
The Board of the Company
2/
Supervisory Board
3/ General Assembly
A.
THE BOARD OF THE COMPANY
§ 10.
1.
The
Board of the Company consists of two (2) to five (5) persons appointed by
Supervisory Board for a period of common term of office, which lasts three
years.
2.
Supervisory
Board determines the number of members of the Board within above indicated
limits.
3. Supervisory
Board appoints President of the Board from the complement of the Board.
4.
Supervisory
Board can dismiss all members of the Board, including also President of the
Board, at any time before expiry of the term of
office.
Individual
terms of office of the members of the Board, who held mandates on the day of
entering into register changes in Legal Status of the Company, accepted by
resolution of Extraordinary General Assembly of December 15, 2005, on this day
transform themselves into common term of office. As a beginning of such common
term of office is deemed 5 June 2003.
5.
In case of resignation
or dismissal of the member of the Board (therein President of the Board)
Supervisory Board is obliged to appoint immediately another person in his place
or delegate the member of Supervisory Board to execute temporary activities of
the member of the Board, for a period not longer than three months, until the
moment of appointment of a new member of the Board.
6.
Delegation
of the member of Supervisory Board to execute
temporary activities of the member of Company Board (therein President of the
Board) in a manner of Art. 383 § 1 of the Code of Commercial Companies, caused
suspension of his activity in Supervisory Board and imposes on him a ban on
carrying out competition activity toward the Company during the time of
delegation.
§ 11.
1. The Board of the
Company carries out affairs of the Company and represents it outside.
2. All matters
connected with running of the Company and not reserved to competence of General
Assembly or Supervisory Board by law or this Status belong to scope of the
Board activities.
3.
Resolution
of the Board is required for all matters exceeding scope of ordinary
management, which will be specified in Regulations of the Board, therein in
particular purchase or disposition of immovables, perpetual usufruct or
participation in immovable, under condition of putting forward a motion to and
obtaining consent of Supervisory Board.
4.
Regulations
of the Board describe in detail a manner of the Board activity. Supervisory
Board approves Regulations of the Board.
5. Should the
need arise; resolutions of the Board could be passed in writing manner (circularizing). Passing of the resolution in this manner requires
casting of the votes by all members of the Board, therewith the members voting
for passing of the resolution sign themselves under the drafts, which
thereafter will submit to President of the Board, meanwhile the
members of the Board voting against or holding up from voting, note in writing
President of the Board about the above. Meetings of the Board can be executed
also with use of the means of direct communication (e.g. by phone or with the
aid of videoconference), each time in a manner enabling simultaneous
communication of all members participating in it. As a place of the meeting
executed by phone is deemed the place of person presiding over the meeting.
In case of
voting in writing and in case of voting with the aid of the means of direct
communication, the resolutions are valid if all members of the Board have been
informed about content of drafts of the resolutions.
President
of the Board informs the Board about the resolutions passed in writing manner
or with use of the means of direct communication at the next meeting of the
Board.
Materials
documenting such voting should be incorporated into
the book of minutes of the Board.
§ 12.
1. To make a
declaration of will on behalf of the Company are entitled two members of the
Board acting jointly or one member of the Board acting jointly with a proxy.
2. To appoint proxy consent of all
members of the Board is required.
The proxy could be dismissed by
decision of each member of the Board.
3. For
execution of particular activity, the Board can appoint legal representatives
acting on the base determined in the Civil Code.
4.
Resignation,
death, dismissal from the complement of Supervisory Board or other reason,
causing impossibility of execution of function by the member of the Board,
results in carrying out supplement election at the nearest session of General
Assembly.
Until supplement of the number of
the Board members, its undertaking activities, therein its resolutions are
valid, if number of the members of the Board is equal or exceeds minimum
determined in the Legal Status.
§ 13.
In agreements between the Company and the
members of the Board, as well as in disputes between them, Supervisory Board or
legal representative appointed by resolution of General Assembly represents the
Company.
In case of agreements
concluded by Supervisory Board, Supervisory Board approves (in form of
resolution) the agreement signed by the member of the Board and delegates one
of its members to sign such agreement.
B. SUPERVISORY
BOARD
§ 14.
1. Supervisory
Board consists of five (5) to seven (7) members, appointed by resolution of
General Assembly of the Company.
2.
The number of the members of Supervisory Board is settled by General
Assembly of the Company, within the limits shown above.
3. The members of Supervisory Board are
appointed for a period of common term of office, which lasts three years.
4. Particular
members as well as the whole Supervisory Board can be dismissed at any time
before expiry of the
term of office.
Individual terms of office of
Supervisory Board members, who held mandates on the day of entering into
register changes in Legal Status of the Company, accepted by resolution of
Extraordinary General Assembly of December 15, 2005, on this day transform
themselves into common term of office. As a beginning of such common term of
office is deemed June 29, 2005.
5.
Resignation,
death, dismissal from the complement of Supervisory Board or other reason
causing decrease of the number of Supervisory Board members results in carrying
out of supplement election by the nearest General Assembly.
Until supplement of the number of
the Supervisory Board members, its undertaking activities, therein its
resolutions are valid, if number of the members of Supervisory Board is equal
or exceeds minimum determined in the Legal Status.
§ 15.
1. Supervisory
Board elects from its body the Chairman and Deputy Chairman of Supervisory
Board and, should the need arise, Secretary of Supervisory Board.
2. The Chairman of
Supervisory Board summons Board sessions and presides over them. The Chairman
or Deputy Chairman of Supervisory Board of previous cadence or a person
authorized by one of them summons first session of a new-elected Board and
presides over it until the election of a Chairman.
3. Supervisory Board can dismiss the
Chairman, Deputy Chairman and Secretary of Supervisory Board with such a result
that dismissed person becomes an ordinary member of Supervisory Board.
§ 16.
1.
Supervisory
Board holds the sessions once a quarter, at least.
2. The Chairman or
Deputy Chairman of Supervisory Board has an obligation to summon session of
Supervisory Board, also at written request of the Board of the Company or at
least two members of Supervisory Board.
The session
should be held during two weeks after the request
§ 17.
1.
Sessions
of Supervisory Board are valid only, when all members have been invited.
Written notice about each session of
Supervisory Board with indication of place, date, time and agenda of the
session should be delivered to each member of Supervisory Board by fax,
registered letter, courier, e-mail or another method of data transmission, not
later than fourteen (14) days before the session, at the address for
correspondence delivered for this purpose to the Chairman of Supervisory Board.
2. The
members of Supervisory Board can participate in passing of resolutions of
Supervisory Board, casting its voice in writing by intercession of another
member of Supervisory Board.
Cast of
voice in writing cannot concern the matters introduced into agenda during the
session, and the member of Supervisory Board, casting the voice in writing,
cannot be deemed as present at the session.
3. Should the
need arise; resolutions of the Supervisory Board could be passed in writing
manner (circularizing).
Passing of
the resolution in this manner requires casting of the votes by all members of
Supervisory Board, therewith the members voting for passing of resolution sign
themselves under the drafts, which thereafter will submit to President of the
Board, meanwhile the members of the Board voting against or
holding up from voting, note in writing President of the Board about the above.
Meetings of Supervisory Board can be executed also with use of the means of
direct communication (e.g. by phone or with the aid of videoconference), each
time in a manner enabling simultaneous communication of all members
participating in it. As a place of the session executed by phone is deemed the
place of person presiding at the session.
In case of
voting in writing and in case of voting with the aid of the means of direct
communication, the resolutions are valid if all members of Supervisory Board
have been informed about content of drafts of the resolutions.
President
of Supervisory Board informs Supervisory Board about the resolutions passed in
writing manner or with use of the means of direct communication at the next
session of Supervisory Board. Materials documenting such voting should be incorporated into the book of minutes of Supervisory
Board. Passing of resolutions in the above described manner does not apply to:
election of the Chairman and Deputy Chairman of Supervisory Board, appointment,
dismissal and suspension from activities of the members of the Board and
abrogation of such suspension.
4.
Supervisory
Board passes the resolutions with simple majority of votes at a presence of at
least half of the complement of Supervisory Board. At equal number of
affirmative votes and votes against, vote of the Chairman is decisive.
5.
Supervisory
Board adopts its regulations, which describes in detail procedure of
Supervisory Board activity.
§ 18.
1.
Supervisory Board exercises continuous supervision over activity of the
Company.
2.
Apart
from the cases reserved by provisions of this Status or regulations of the Code
of Commercial Companies, to specific entitlements of Supervisory Board belong:
1) Valuation of
reports of the Board from activity of the Company and Capital Group and
financial reports of the Company and Capital Group, to the extent of their
conformity with the books and documents, as well as with facts of a case
2) Valuation of the
Board motions about a method of distribution of profit or loss covering
3) Presentation of
written yearly report to General Assembly from the results of activities
described in points 1 and 2
4)
Presentation of its own yearly valuation concerning situation of the
Company
5) Suspension of
particular members of the Board or the whole Board from duties, due to important reasons
6) Delegation of
the member or members of Supervisory Board, however for a period not longer
than three months, to execute temporarily activities of the members of Company
Board in case of suspension, dismissal or resignation of particular members of
the Board or the whole Board or when the members of the Board could not
exercise their activities due to other reasons
7) Acceptance of
Regulations of the Board of the Company
8)
Settlement of principles of remuneration of the Board members
9)
Choosing of the auditor carrying out audit of financial report of the
Company and Capital Group, in accordance with binding law regulations
10)
Upon the motion of the Board, expression of consent for foundation of
the commercial law companies and entering into partnership, as well as for
holding of the shares in enterprises or stocks or bringing-in contribution for
cover of the shares in enterprises or stocks in the companies, as well as for
purchasing or disposition of the shares in enterprises or stocks, if hitherto
existing capital commitment of the Company in relevant company, or commitment
to be obtained by the Company as a result of purchasing or holding of the
shares in enterprises or stocks in the companies, calculated according to
purchase price (or value of another performance of the purchaser) or value of
contribution bringing-in for cover of the shares in enterprises or stocks
(together with agio), exceeds PLN 2 500 000 (two million five hundred
thousand) or equivalent of this amount in foreign currencies, except of holding
of stocks or the shares in enterprises in a way of exchange of active debts on
a base of Act of February 3, 1993 on financial restructuring of enterprises and
banks
11) Upon the motion of the
Board, expression of consent for exercising by the Company a right to vote at
general assemblies and assemblies of the shareholders of the companies, in
which the Company is entitled to exercise votes from shares in enterprises or
stocks, if value of shares in enterprises or stocks owned by the Company, set
down according to purchase price (or value of another performance of the
purchaser) or value of contribution bringing-in for cover of the shares in
enterprises or stocks (together with agio), exceeds PLN 2 500 000
(two million five hundred thousand) or equivalent of this amount in foreign
currencies, in the cases of:
-
Merger with another company and transformation of it
-
Disposition or hire of enterprise of the company or establishment of
rights in property on it
-
Change of agreement or legal status
-
Dissolution or liquidation of the company
-
Increasing of initial capital of the company
12)
Upon the motion of the Board, granting permission on establishment of
foreign branches
13)
Upon the motion of the Board, granting permission for purchase and
disposition of immovables or share in immovable or of perpetual usufruct
14)
Granting permission for conclusion of any agreement (including its
content) between the Company and the members of the Board, members of
Supervisory Board, their relatives and related up to the second degree, persons
being in common household with them, or on behalf of these persons or subjects
directly or indirectly controlled by these persons
15) Expression of consent to
accommodate with loan, if the value of relevant loan would exceed the amount
previously specified by Supervisory Board for relevant accounting year (or at
lack of such resolution, in each case), unless accommodation with such the
loan:
a) Had been
foreseen in financial plan for relevant year or:
b) Is for the
subjects, in which the Company has over 50% of votes at shareholders assembly
or general assembly and within one or a few related actions does not exceed
amount of PLN 2 500 000 (two million five hundred thousand) or
equivalent of this amount in foreign currencies
16)
Expression of consent to draw up bills of exchange, issue of guaranties,
sureties, transfer of ownership or assignment for protection or protection in
another form, including encumbrance of property components of the Company by
pledge or mortgage, if the value of
relevant protection or encumbrance would exceed amount of PLN
2 500 000 (two million five hundred thousand) or equivalent of this
amount in foreign currencies, unless such the encumbrance or protection had
been foreseen in financial plan for relevant year
17)
Acceptance of annual financial plans of the Company
18)
Acceptance of strategic plans of the Company
19)
Giving opinions on creation and liquidation of funds
20)
Expression of consent for contracting a loan or another obligation,
which on base of one or a few related actions exceeds equivalent of PLN
2 500 000 (two million five hundred thousand) or equivalent of this
amount in foreign currencies, excluding:
a) Expression of consent for submitting
of offers and concluding of contracts, concerning execution of industrial
production and services within the scope of construction/erection, laboratory
and equipment/transportation activities
b)
Actions, execution of which requires consent of
General Assembly
21) Upon the motion of the
Board, expression of consent for conclusion of an agreement with sub-issuer
according to Art. 433 § 5 of the Code of Commercial Companies
3.
When in this Status is told about:
1) One or a few
related actions; by this are understood actions undertaken with relevant
subject (or subjects controlled by such subject or toward which the subject is
controlled in understanding of regulations of the Code of Commercial Companies binding on
December 15, 2005) during eighteen months previous to execution of the action
2) Disposition
or purchase; by this is understood accordingly disposition or
purchase, both payable and gratuitous, therein also bringing-in of the subject
of disposition or purchase as non-pecuniary contribution
for cover of initial capital
3) Competence of Supervisory Board to
express consent for
execution of determined actions means that the Board is obliged to turn to
Supervisory Board for expression of consent before execution of such action.
4) Execution of determined legal action (e.g. purchase, disposition,
holding); the above include also execution of preliminary action or under
condition as well as both, obligational as well as decretive
one
5) Equivalents
of determined value in Polish zlotys; by this is
understood an equivalent of determined currency, calculated according to
average rate of exchange of such currency, published by the National Bank of
Poland on the day of lodging a motion for expression of consent to execute
determined action.
§ 19.
1. The members of
Supervisory Board fulfill their rights and duties in person.
2. Remuneration of
the members of Supervisory Board is determined by General Assembly
3. Supervisory
Board determines remuneration of the members of Supervisory Board, delegated to
execute temporarily activities of the member of the Board.
4. The members of
Supervisory Board cannot:
1)
Occupy themselves with carrying out competitive activity on territory of
the Republic of Poland, and
2)
Be the members of authorities of the subject carrying out competitive
activity on territory of the Republic of Poland,
unless
General Assembly grants its explicit consent.
Before
appointment, candidate to Supervisory Board of the Company is bound to deliver
assurance that he does not carry on competitive activity or pointing out which
competitive activity towards the Company he carries out.
C. GENERAL
ASSEMBLY
§ 20.
1.
General Assembly holds debates as ordinary or extraordinary ones
2. The Board of the
Company summons Ordinary General Assembly and it should be held during six
months after expiring of accountancy year.
3.
Extraordinary
General Assembly is summoned by the Board of the Company initialed by itself or
on written petition of Supervisory Board or on written petition of the
shareholders representing at least 1/10 of initial capital.
4.
Summoning
of Extraordinary General Assembly on petition of Supervisory Board or the
shareholders should occur during two weeks since the date of submission of the
petition.
5.
Supervisory
Board summons General Assembly:
1)
In
case when the Board of the Company had not summoned Ordinary General Assembly
within attributed time
2)
If
despite the petition, described in subparagraph 3, the Board of the Company had
not summoned General Assembly within the time described in subparagraph 4.
§ 21.
1.
General
Assembly can pass the resolutions only about the matters included in agenda.
2.
The
Board draws up the agenda.
3.
Supervisory
Board and the shareholders representing at least 1/10 of initial capital could
require placing of particular matters on the agenda of the next General
Assembly.
4.
If
such requirement is submitted after announcement about summoning of General
Assembly, it will be treated then as a petition to summon Extraordinary General
Assembly.
§ 22.
General
Assemblies are held in Warsaw.
§ 23.
1.
General
Assembly can pass the resolutions insofar there are present representatives of
the shareholders having shares, constituting at least 35% of votes from general
number of the votes in the Company.
2.
Unless
this Status stipulates otherwise, each share gives the right to one vote at
General Assembly.
§ 24.
1.
The
resolutions of General Assembly pass with an absolute majority of cast votes,
unless provisions of the Code of Commercial Companies and this Status stipulate
otherwise.
2.
In the
case foreseen in Art. 415 § 2 of the Code of Commercial Companies is required
majority of ¾ of cast votes to pass a resolution.
§ 25.
1.
Voting
is open. Secret ballot is ordered at election and over the motions for
dismissal of the members of authorities or liquidators of the Company, or for
holding them responsible, as well as in personal affairs. Furthermore, secret
ballot is ordered on the motion of even one of the present persons entitled to
vote.
2.
The
resolutions concerning change of the subject of enterprise of the Company
always pass in open voting by roll call.
§ 26.
1.
The
Chairman of Supervisory Board or his Deputy opens General Assembly, and then
from among the persons entitled to vote at General Assembly, the Chairperson is
elected.
In case of absence of these persons,
President of the Board or the person appointed by the Board opens General
Assembly.
2.
General
Assembly adopts its regulations, which determines in detail procedure of
debates.
§ 27.
1.
To the powers of General Assembly belong in particular:
1/
Investigation and acceptance of reports of the Board from activity of
the Company and Capital Group and financial reports of the Company and Capital
Group for last accountancy year
2/
Passing of resolution about distribution of profit or covering of loss
3/
Giving of acknowledgement of fulfillment of duties to the members of Company
bodies
4/
Change of the subject of enterprise of the Company
5/
Change of Legal Status of the Company
6/
Increasing or decreasing of initial capital and redemption of shares
7/
Merger of the Company and transformation of the Company
8/
Dissolution and liquidation of the Company
9/
Issue of exchangeable bonds and bonds with right of priority of shares holding
10/ Disposition and
hiring of enterprise or its organized part, as well as granting limited rights
in property on them
11/ All decisions
concerning claims for redress of damage inflicted at creation of the Company or
at exercise of administrative or supervisory duties
2. Apart from cases
described in subparagraph 1, resolution of General Assembly is required for
cases determined in this Status or at lack of regulations in it, in the Code of
Commercial Companies
3. General Assembly
executes the powers listed in subparagraph 1, p. 1, 2, 4, 5, 6, 7, 8, 9, 10, 11
upon the motion of the Board of the Company, submitted together with an opinion
of Supervisory Board. Petition of the shareholders concerning these matters
should have opinion of the Board of the Company and Supervisory Board.
§ 28.
With observance of relevant legal provisions,
change of the subject of enterprise activity of the Company could be done
without obligation to buy out shares but effectiveness of the resolution of
General Assembly concerning essential change of enterprise activity of the
Company depends on repurchase of shares of these shareholders that do not agree
on the change.
The shareholders present at General Assembly
that had voted against the resolution should, during two days since the day of
General Assembly, and absent ones during one month since the day of
announcement of the resolution, submit to the Company their shares or evidence
of their submitting for the Company disposal. In a contrary case, these
shareholders will be deemed as accepting the change.
V. ECONOMY OF THE COMPANY
§ 29.
Organizational regulations
established by the Board of the Company determines organization of enterprise
of the Company
§ 30.
1.
The
Company carries out reliable accountancy in accordance with provisions of law
in force.
2.
Calendar
year is an accounting year of the Company.
§ 31.
1.
The
Company creates the following capitals:
1/ Initial capital
2/ Supplementary capital
2.
The
Company could create other capitals and funds on the grounds of resolution of
General Assembly.
§ 32.
The Board of the Company is bound to, within
the time limits determined in Regulations of the Board, draw up and submit to
Supervisory Board reports from activity and financial reports of the Company
and Capital Group.
These documents (after auditing by an auditor),
undergo to investigation and acceptance of General Assembly, within the time
limits:
-
Not
later than during six months since balance day (with respect to the Company)
-
Not
later than during eight months since balance day (with respect to the Capital
Group)
§ 33.
Clear profit of the Company could be
in particular allocated to:
1/ Write-offs
on reserve capital
2/ Investments
3/ Write-offs
on reinforcement of reserve capitals created in the Company
4/ Dividend
for the Shareholders
5/ Other
targets determined by resolution of competent body of the Company.
VI. FINAL PROVISIONS
§ 34.
The Company inserts its
announcements in “Monitor Sądowy i Gospodarczy” (“Judicial and Economic
Gazette”).
§ 35.
In cases unregulated in
this Status, have application provisions of the Code of Commercial Companies
and other provisions of law in force.