Articles of association
Articles of Association
of Korporacja Gospodarcza ‘efekt’ S.A.
CONSOLIDATED TEXT
(With amendments registered by a Court and implemented on the basis of the following Resolutions:
- No 6/92 and 7/92 of the Ordinary General Meeting of 18 May 1992,
- No 6/93 and 7/93 of the Ordinary General Meeting of 31 May 1993,
- No 1/93 of the Extraordinary General Meeting of 22 December 1993,
- No 8/95 of the Ordinary General Meeting of 31 May 1995,
- No 9/97 of the Ordinary General Meeting of 27 June 1997,
- No 7/98 of the Ordinary General Meeting of 26 June 1998,
- No 4/99 of the Extraordinary General Meeting of 28 September 1999,
- No 5/2000 of the Extraordinary General Meeting of 22 February 2000,
- No 5/2001 and No 6/2001 of the Extraordinary General Meeting of 15 March 2001,
- No 4/2003 of the Extraordinary General Meeting of 9 September 2003,
- No 9/2004 of the Ordinary General Meeting of 14 June 2004,
- No 9 of the Ordinary General Meeting of 17 June 2010)
I.GENERAL PROVISIONS
§ 1
- Company business name is: Korporacja Gospodarcza "efekt" Spółka Akcyjna.
- The registered office of the Company is in Kraków.
- The Company carries out business activity both at home and abroad.
- The Company can open and close branches and representatives, incorporate other companies, join companies or other business organisations.
- The Company is established for an unlimited period of time.
- The Company is a Public Company within the meaning of the provisions of an Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies. AA-series, BB-series, CC-series and DD-series shares are dematerialized shares and have been introduced to public trading in accordance with the relevant provisions. The shares of the Company are listed on the regulated market operated by the Warsaw Stock Exchange.
- Information required under Commercial Companies Code and the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies is disclosed by the Company in the manner and in line with rules determined in mentioned Acts.
§ 2
- The subject of the Company’s business activity shall be:
1/ supply of services of lease and tenancy of real property, premises and commercial units;
2/ provision of services of carrying out entrusted interests, including advisory on carrying out business and management, advertising and other commercial activity;
3/ provision of services of design and advisory within the scope of environment protection and servicing pro-ecological investments, including the organisation of financing the ecological activity;
4/ investment activity on the financial instrument market;
5/ wholesale and retail trade, including at foreign markets;
6/ exportation and importation of goods and services;
7/ provision of services of commercial brokerage including the commodity sale and commodity exchange turnovers;
8/ provision of services of warehousing, storing of commodities, including the management of commodity exchange storages;
9/ provision of services of transportation and carriage, shipment, re-load and repair;
10/ organisation and management of production activity, in particular for the benefit of rural areas and agriculture.
- Apart from activity stated in paragraph 1, the Company may carry out any other production and manufacture, service, commercial and cooperation activity stipulated in the Polish law.
II. SHAREHOLDERS AND SHARES
§ 3
- The Company’s share capital equals PLN 1,665,150 (one million six hundred sixty five thousand one hundred and fifty zloty) and is divided into 1,665,150 (one million six hundred sixty five thousand one hundred and fifty) shares with a face value of PLN 1 (one zloty) each, issued in series:
•Series AA composing of 542,075 (five hundred forty two thousand seventy five) incorporation shares equivalent to the initial share capital in the amount of PLN 542,075 (five hundred forty two thousand seventy five zloty);
•Series BB composing of 207,925 (two hundred seven thousand nine hundred and twenty five) shares of the second issue to increase the share capital by the amount of PLN 207,925 (two hundred seven thousand nine hundred and twenty five zloty).
•Series CC composing of 375,000 (three hundred seventy five thousand) shares of the third issue to increase the share capital by the amount of PLN 375,000 (three hundred seventy five thousand zloty);
•Series DD composing of 540,150 (five hundred forty thousand one hundred and fifty) shares of the fourth issue (Merger Issue) to increase the share capital by PLN 540,150 (five hundred forty thousand one hundred and fifty zloty) in relation to the merger of "AGRO-EFEKT" Spółka Akcyjna (Joint-Stock Company) in Kraków with the Korporacja Gospodarcza "efekt" Spółka Akcyjna (Joint-Stock Company) in Kraków.
The shares of series AA are shares of incorporation issue and are paid in cash and contributions in kind. The shares of incorporation issue were issued on collective tickets, each of which consist of 25 (twenty five) single shares. Each single share of AA issue holds the privileges described in § 3.2 of the Articles of Association. The shares of series BB and CC are ordinary bearer shares and are paid by contribution in cash.
Series DD shares are ordinary registered shares from the Merger Issue referred to in § 3.1.4.
- The incorporation shares are preferred shares and hold special privileges to the right of vote, amount of dividend and the pre-emption right to be covered from the assets of the Company, remained to satisfy the creditors in the event of Company's liquidation. These shares are awarded with 5 (five votes) each. They hold the pre-exemption in dividend pay-outs, which shall exceed by 20% (say: twenty percent) the dividend paid out for non-preferential shares. The privileges referred to above shall expiry in the event if the owner of the shares is a person not being a founding-shareholder, with the exception of the shares of Wojewódzka Spółdzielnia Transportu Wiejskiego w Kraków, transferred for the benefit of its members - legal entities within the liquidation proceedings. These privileges shall expiry as well in the event of the conversion of preferential registered share into bearer share.
- The shareholders holding incorporation shares shall have the pre-exemption right to use the services of the Company and in provision for the benefit of the Company, on the basis of the employment agreements, agency agreements, contracts of mandate, contracts to perform particular work, of transportation, of hire of vehicle, of shipment and other civil law agreements.
- Registered shares are subject to conversion on the basis of rules arising from the provisions regarding the trading in financial instruments, twice in a given calendar year, in the first and the fourth term determined by the National Depositary for Securities in Warsaw for the conversion of securities. In the period of being the public company - the possibility of conversion of bearer shares into registered shares shall be excluded.
- TThe Company's shares are saleable and inheritable without limitations.
- The decrease of share capital and the redemption of shares of the Company may take place pursuant to terms and conditions stipulated in the Code of Commercial Companies.
- TThe share capital may be increased by issue of new shares and by transfer to this capital a part of reserve capital pursuant to terms and conditions determined by the General Meetings of Shareholders. The shares of subsequent issues may be bearer shares. The existing shareholders shall have the pre-exemption right to subscribe for newly issued shares.
- The Management Board shall keep the records of registered shares (stock ledger). The Company may assign the maintenance of stock ledger to the bank or investment firm on the territory of the Republic of Poland.
III. GOVERNING BODIES OF THE COMPANY
§ 4
The governing bodies of the Company are:
- a/ General Meeting,
- b/ Supervisory Board,
- c/ Management Board
§ 5
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The Ordinary General Meeting shall be convened by the Management Board. The Ordinary General Meeting shall be convened by the Management Board after the end of each financial year for the date not falling after 30 June. The Management Board convenes the Extraordinary General Meeting it deems it advisable.
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The Supervisory Board may convene the General Meeting, if the Management Board fails to convene it within the time specified in Par. 1 above and may convene the General Meeting if deems it advisable.
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The shareholders representing at least a half of the share capital or holding at least a half of the total number of votes may convene the General Meeting. The shareholders shall appoint the Chairman of this Meeting.
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A shareholder or shareholders representing at least one-twentieth of the share capital may request to convene the Extraordinary General Meeting and to include certain matters on the agenda of this Meeting. The request to convene the Extraordinary General Meeting shall be submitted to the Management Board electronically or in written. The Management Board shall convene the Extraordinary General Meeting within two weeks upon receiving the shareholders’ request.
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The General Meeting shall be convened through the notice at least 26 days before the date of the General Meeting. The notice convening the General Meeting shall be published on the Company’s website while the information on convening the General Meeting shall be disclosed in the manner determined for publishing current information in accordance with the provisions of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
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A shareholder or shareholders representing at least one-twentieth of share capital may request inclusion of certain matters on the agenda of the General Meeting. The request shall be submitted to the Management Board at least twenty one days before planned date of the General Meeting. The request shall include the justification or a draft resolution regarding the proposed item of agenda. The request may be submitted electronically or in written.
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A shareholder or shareholders representing at least one-twentieth of share capital may submit to the Company before the date of the General Meeting (in written or electronically) draft resolutions on matters placed on the agenda of the General Meeting or on matters that are to be placed on the agenda.
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Each of shareholders may propose draft resolutions on matters included in the agenda during the General Meeting.
§ 6
- The General Meeting shall be the highest power of the Company.
- The resolutions of the General Meeting, apart from the matters referred to in the Code of Commercial Companies, provisions of separate acts or in these Articles of Association shall be required in the following matters:
1/election and dismissal of the members of the Supervisory Board, including the election of the Chairman of the Board and determination of their remuneration, if the General Meeting does not elect the Chairman of the Board, this election shall be made by the Supervisory Board;
2/passing and amendment of the Regulations of the General Meeting;
3/reviewing and approving of the report of the Management Board on the Company’s activities, its financial statements for the preceding financial year as well as annual consolidated financial statement of the capital group;
4/distribution of profit or offset of loss for the preceding year;
5/granting the vote of approval to the members of the company’s bodies for performance of their duties;
6/granting consent to sale or lease of an enterprise or its organized unit and establishing a limited property right on it;
7/redemption of shares, issue of convertible bonds or those with pre-emption right
8/increase, decrease of the share capital and other amendments to the Company's Articles of Association;9/decisions concerning claims for repairing damage caused when establishing the Company or when managing or supervising;
10/dissolution of the Company, appointing and dismissing liquidators; 11/ purchase by the Company their own shares in order to offer them to employees or individuals who for the period of at least three years were employed in the Company or in an associated company;
12/dismissal of the members of the Management Board or their suspension pursuant to art. 368 § 4 second sentence of the Code of Commercial Companies, taking into account the provisions of § 11 para. 4 of the Articles of Association; 13/ adoption of an authorization for the Company to purchase own shares on the basis of article 362.1.8 of the Commercial Companies Code.
- The General Meeting, by passing resolutions on dividend pay-out for the benefit of Company's shareholders, shall determine the date of the determination of the right to dividend and the dates for the dividend pay-out, taking into account the art. 348 § 3 of the Code of Commercial Companies
- The acquisition and disposal by the Company of real property, perpetual usufruct.
§ 7
- The General Meeting shall be valid regardless of the quantity of shares represented there.
- A share shall give at the General Meeting the right to one vote with the exemption of preferential shares.
- Resolutions shall be passed by the absolute majority voting, with the exception of:
1/Resolutions, for which the Commercial Companies Code requires qualified majority of votes;
2/Resolutions in matters, referred to in § 6 para. 2 point 12, which shall require 4/5 of votes.
- The significant amendment of the Company's objects shall take place without the buyback of shares. Passing resolution in this matter shall require 2/3 of votes in the presence of persons representing at least a half of the share capital.
§ 8
- The Supervisory Board is composed of at least 5 (five) members appointed for a five-year joint term of office. The number of the members of the Supervisory Board shall be determined in the General Meeting’s resolution. If the Supervisory Board is composed of five members then such Board shall also perform duties of the audit committee as referred to in the Act on Auditors and their Self-governing bodies, on entities authorized to audit the financial statements and on public supervision.
- The members of the Supervisory Board cannot be individuals referred to in art. 387 of the Code of Commercial Companies.
- The members of the Supervisory Board shall act personally.
- The members of the Supervisory Board shall be obliged to keep secret all confidential information pursuant to the applicable provisions of law.
§ 9
- The Supervisory Board shall execute constant supervision on the Company's business activity.
- Particular duties of the Supervisory Boards shall include:
1/Approving organisational regulations of the Company;
2/Appointing the members of the Management Board;
3/Dismissing the members of the Management Board;
4/Passing and amending of the Regulations of the Supervisory Board;
5/Passing and amending of the Regulations of the Management Board; the Regulations of the Management Board may indicate the division of competences among its single members;
6/Concluding employment agreements or managerial contracts with the members of the Management Board, as well as terminating thereof or amending their provisions or determining new remuneration for the Management Board members;
7/Settling competence disputes between the Management Board members;
8/Representing the Company within legal proceedings between the Company and the Management Board members – however entering into contracts with the Management Board Members, making declaration of will or knowledge related to the execution of agreement; or termination of agreement, the Supervisory Board authorises, by means of resolution, the Chairman of the Supervisory Board or its other member;
9/Assessing the reports of the Management Board on the Company’s activities and financial statements for the previous financial year within the compliance with accounting books and documents as well as with the actual state and assessing the applications of the Management Board as far as the distribution of profit or coverage of loss is concerned;
10/Submitting to the General Meeting written annual report on the results of assessments referred to in point 9;
11/Giving consent to purchase and sell by the Company real property, perpetual usufruct or share in real property, the price of which exceeds 1/5 of the total value of own capitals (funds) of the Company;
12/Suspending, due to important reasons, all or selected members of the Management Board in their activities and delegating the members of the Supervisory Board to the temporal execution of the activities of the members of the Management Board, incapable of fulfilling their duties.
- The resolutions of the Supervisory Board shall be passed with absolute majority of votes with the presence of at least half of the members of the Board, however passing resolution in the matters referred to in § 9 para. 2, point 3 and 12 of the Articles of Association shall require the presence of all members of the Supervisory Board and the majority of 2/3 votes. In the event of equal number of votes the vote of the Chairman shall be the casting vote.
- If the Supervisory Board passed negative resolution in the matter referred to in § 9 para. 2, point 11 of the Articles of Association, the Management Board may ask the General Meeting to pass the resolution granting consent to perform that activity.
- Subject to exceptions referred to in art. 388 § 2 and § 4 of the Commercial Companies Code, the members of the Supervisory Board can take part in taking the resolutions, by giving their vote in writing by another member of the Supervisory Board.
- Subject to exceptions referred to in art. 388 § 4, the Supervisory Board can take part in taking the resolutions, by giving their vote in writing by another member of the Supervisory Board or by using means of direct remote communication.
- The Supervisory Board shall be capable of passing resolutions if all its members have been invited to the meeting of the Board, or all its members have been informed about the text of the resolution draft, which is to be passed in writing, referred to in para. 6.
- The detailed method for convention of the meetings of the Supervisory Board and passing resolutions in a written form shall be set in the Regulations of Supervisory Board.
§ 10
- The Management Board of the Company shall consist of 3-5 (three to five) members appointed for common term of 5 (five) years.
- Resolutions of the Management Board shall be passed by the absolute majority voting. In the event of equal number of votes the vote of the President of the Management Board shall be the casting vote.
§ 11
- The Management Board shall manage the current activities of the Company and its scope of activities shall include all matters which have not been restricted as the sole and exclusive competence of the General Meeting or the Supervisory Board.
- The Management Board shall represent the Company in relations with courts, offices and third parties. Two members of the Management Board or one member of the Management Board with a procurator or a proxy holder shall act jointly within the granted authorisation when incurring the property liabilities with the value exceeding 1/100 of the share capital of the Company. In all other matters each member of the Management Board may act on his own.
- The members of the Management Board shall be obliged to keep secret all confidential information pursuant to the applicable provisions of law.
- The member of the Management Board may be dismissed from the Management Board before the termination of the term or suspended in his activities only due to important reasons which are:
1/the reasons stipulated in the provisions of law resulting in unacceptability to hold the position of the member of the Management Board of joint-stock company;
2/continuous incapability to hold the position of the member of the Management Board lasting for at least 6 months.
- The term of the member of the Management Board shall expire with the moment of his death or his resignation without the need to dismiss him.
- Filing resignation by the member of the Management Board shall be made in writing otherwise null and void. The member the Management Board shall file the resignation with the Supervisory Board.
IV. COMPANY’S ACCOUNTING
§ 12
- The Company shall create the following capitals:
a/share capital,
b/supplementary capital,
c/reserve capitals.
- The Company may create special funds, and in particular incentive scheme.
- The General Meeting shall decide on the creation, liquidation and the mode of use of the reserve capitals and special funds. In particular, the General Meeting shall pass the regulations on the use of financial funds gathered on the reserve capitals or special funds.
§ 13
- The supplementary capital up to the amount of the 1/3 of the share capital shall be devoted to cover the balance sheet losses being the result of the Company’s activities. The surplus of the supplementary capital exceeding the amount of the 1/3 of the share capital may be assigned to other objectives determined in the resolution of the Annual General Meeting.
- The supplementary capital shall be created from the write-offs from profits to distribution and increased at least by 8% (eight percent) of the annual profit for distribution until it reaches at least 1/3 (one third) of the share capital.
- Subject to the provisions of Art. 348 § 1 of the Code of Commercial Companies, the reserve capitals shall be assigned to cover losses or other expenses being the result of the Company’s activities.
- In the event of waiver of write-offs for supplementary capital the Company shall make the write-offs for reserve capitals in the amount relevant to the needs of the Company. The amount of the minimum write-off shall be equal to the minimum write-off for the supplementary capital, pursuant to the applicable provisions of law.
§ 14
- The Company's financial year shall be a calendar year.
- The Supervisory Board shall, at the request of the Company’s Management Board, appoint the entity authorised to examine the financial statements.
§ 15
The Company keeps its accounts in accordance with applicable law provisions, including provisions regarding the accounting of public companies.
V. FINAL PROVISIONS
§ 16
The announcements of the Company shall be published pursuant to the applicable provisions of law.
§ 17
In the event of Company’s liquidation, upon the satisfaction of the liabilities, the distribution of the Company's assets shall be made complaint with the following terms and in the following order:
1/Shareholders-founders holding registered incorporation shares shall receive no more than face value of the share adjusted with the inflation rate, calculated on the basis of the date of the Central Statistical Office for the period, in which the shareholders had the right to dividend;
2/Next the owners of other shares shall receive not more than the nominal value of the share adjusted as referred in point 1;
3/The remaining part of the Company’s assets the shareholders shall divide among themselves proportionally to the number of shares held.
§ 18
In matters not regulated by the Articles of Association, the provisions of the Commercial Companies Code, the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies, Law on the Public Trading of Securities and other provisions regarding public companies shall be applicable.
