RESOLUTION No. 10/2011
OF THE SUPERVISORY BOARD OF ALMA MARKET SA OF THE 11th JULY 2011
concerning the approval of the unified text of the Company’s Statute
The Supervisory Board of ALMA MARKET SA with its registered office in Krakow, entered into the register of entrepreneurs by the District Court for Krakow – Śródmieście in Krakow, XI Business Division – of the National Court Register under KRS no. 19474, (the „Company”), acting under resolution of Ordinary General Shareholders Meeting No. 28/06/2011 of 29th of June 2011, regarding to the changes adopted at the Ordinary General Shareholders Meeting on 29th of June 2011, hereby passes a resolution about the approval of the consolidated text of the Company’s Statutes:
STATUTE
I. GENERAL PROVISIONS
§1.
The business name of the Company is: ALMA MARKET Spółka Akcyjna.
§2.
The Company has its registered office in the city of Krakow.
§3.
1. The Company operates in the territory of the Republic of Poland and abroad.
2. The Company may form branches, subsidiaries and offices in the territory of the Republic of Poland and abroad.
II. SCOPE OF BUSINESS OF THE COMPANY
§4.The scope of business of the Company includes commercial, service, production and construction business on its own account or in the form of agency within the scope of:
a) crafts related to metals, precision and motor industry; construction of machines electronic and electro-technical devices; tele- and radio-mechanics; building materials; wood, stationery, pharmaceutical, chemical, petrochemical, perfume and cosmetic materials, clothing, foods, designing of machinery, devices and technological processes; lease, rental and leasing of cars and other machines and devices,
b) innovation and implementation activity, organization of sales and implementation of scientific, technical and artistic achievements,
c) economic and financial advising, technical advising, scientific and technical information, opinions, expertise, service,
d) trade, advertising, commercial advising, preparation and coordination of deliveries, organization of production and rendering of services,
e) publishing activity and printing services,
f) fine arts, photography, sound and picture recording and distribution of recordings,
g) exhibition, promotion and marketing services,
h) gastronomic, hotel, camping and tourist services, including the operation of tourist agencies and organization of leisure,
i) organization and service of congresses, meetings and symposia,
j) designing,
k) communal, order-keeping and security services,
l) agricultural and food production,
m) production and distribution of alcoholic goods,
n) rendering medical and dentist services,
o) rental and lease of real properties.
III. SHARE CAPITAL, SHARES AND BONDS
§5.
1. The share capital amounts to 5.428.990,00 PLN and it consists of:
1.1. 600.000 (six hundred thousand) A series preference shares of nominal value of 1 PLN (one zloty) each;
1.2. 2.367.000 (two million three hundred sixty seven thousand) B series ordinary bearer shares of nominal value of 1 PLN (one zloty) each;
1.3. 249 990 (two hundred forty nine thousand nine hundred ninety) C series ordinary bearer shares of nominal value of 1 PLN (one zloty) each;
1.4. 1.000.000 (one million) D series ordinary bearer shares of nominal value of 1 PLN (one zloty) each;
1.5. 100.000 (one hundred thousand) E series bearer shares of nominal value of 1 PLN (one zloty) each, issued as a result of the conditional increase of the share capital;
1.6. 1.112.000 (one million one hundred twelve) F series bearer shares of a nominal value of 1 PLN (one zloty) each.
2. The Company may increase the share capital by issuing new shares or by increasing the nominal value of the shares.
3. The increase of the nominal value of the shares may take form of the transfer of funds from the supplementary capital to the share capital.
4. The Company undertakes a conditional increase of the share capital by the amount not exceeding 300.000,00 PLN, and:
1. the conditional increase up to the amount not exceeding 100.000,00 PLN is performed by issuing 100.000 E series ordinary bearer shares of nominal value of 1 PLN each and of total nominal value not exceeding 100.000,00 PLN to ensure that the E series shares are taken up by the bondholders who hold the bonds with the priority right, and who at the same time are the authorized persons as defined in the motivation program adopted by the General Meeting on the 6th May 2004;
2. the conditional increase up to the amount not exceeding 200.000,00 PLN is performed by issuing 200.000 Gseries ordinary bearer shares of nominal value of 1 PLN each and the total nominal value not exceeding 200.000,00 PLN to ensure that the G series shares are taken up by the holders of warrants, who are the participants in the motivation program adopted by the General Meeting on the 25th July 2008.
§6.
1. The shares of the Company may be registered shares or bearer shares.
2. The A series shares (subscribers’ shares) are registered shares. Shares of the future issuances may be registered and (or) bearer shares.
3. The A series shares entail the following rights:
a/ each A series share entails the right to 5 votes at the General Meeting,
b/ each A series share entails the priority right of its pay-off during the division of the assets carried out in connection with the liquidation of the Company.
c/ additionally, each A series share participates in the division of the half of the Company’s assets, if any, remaining after the pay-off of all shares, while the other half of the surplus is divided in equal parts amongst all shares (including the A series shares),
4. The A series shares may be issued to the shareholders individually or in collective lots. In order to issue A series shares, the Company deposits them at a bank or any other institution appointed for this purpose and makes sure that inscribed deposit certificates are issued to the shareholders. A deposit certificate is the only document confirming the title to share disposal and to exercise other rights the shares entail.
5. The sale of registered shares requires the consent of the Company. The pre-emption right to the registered shares is vested in the shareholders of A series shares. The detailed principles of the trade in registered shares are determined by the Supervisory Board.
6. In the event of a conversion of registered shares into bearer shares, the preference of these shares described in § 6 ss.3. and the limitations described in § 6 ss.5 expire.
7. The shareholders holding the preference shares with plural voting are entitled to the pre-emption right of the preference shares with plural voting. In the event of issuance of ordinary and preference shares with plural voting, the shareholders holding the preference shares with plural voting acquire the pre-emption right to the preference shares with plural voting.
8. The Company may issue promissory shares, i.e. promises of share allotment.
9. The Company’s shares may be redeemed in accordance with the principles set forth in the Commercial Companies Code.
§7.
1. The Company may issue registered bonds as well as bearer bonds.
2. The bonds issued by the Company may be convertible bonds or bonds with priority right.
IV. BODIES OF THE COMPANY
§8.
The Bodies of the Company are:
1. The Management Board.
2. The Supervisory Board.
3. The General Meeting.
A. THE MANAGEMENT BOARD
§9.
1. The Board consists of one or more persons.
2. The tenure of office of the Board is three years.
3. The Board is appointed and dismissed by the Supervisory Board.
4. The mandates of the Members of the Board expire on the date of holding the General Meeting approving the Board’s report on the activity of the Company and a financial statement for the last year of their tenure.
5. The Members of the Board are appointed for the period of common tenure.
§10.
1. In the agreements between the Members of the Board and the Company, the Company is represented by the Chairman of the Supervisory Board or another representative of the Supervisory Board delegated from among its members.
2. Other actions connected with the execution of agreements between the Company and the Members of the Board are performed in accordance with the provisions of ss. 1.
§11.
1. The Board presided over by the President manages the Company and represents it outside.
2. All issues related to managing the affairs of the Company not restricted by the act of law or by the Company’s statute as responsibilities of the General Meeting or the Supervisory Board, constitute the responsibilities of the Board.
3. The Board is authorized to purchase or sell properties or shares in properties, perpetual usufruct rights or shares in perpetual usufruct rights to properties without consent of the General Meeting, but with consent of the Supervisory Board. If the net sale or purchase price does not exceed 20% of the total amount of the Company’s own capitals, the consent of the Supervisory Board is not required to conclude the agreement. The amount of the Company’s own capitals is established in accordance with the Company’s latest annual financial statement approved by the General Meeting.
4. The Bylaws of the Management Board shall describe in detail the course of activity for the Management Board. The Bylaws are adopted by the Board and approved by the Supervisory Board.
§12.
1. The following persons are authorized to represent the Company,:
- if the Board consists of one person – the Member of the Management Board on his own;
- if the Board consists of more than one person – the President of the Board on his own or two Members of the Management Board acting together, or one member of the Board together with a proxy.
2. In order to appoint a proxy, a unanimously passed resolution of the Board is required.
B. SUPERVISORY BOARD
§13.
1. The tenure of office of the Supervisory Board is three years.
2. The Supervisory Board consists of at least 5 persons elected by the General Meeting.
3. The organization and the activities of the Supervisory Board are described in the Bylaws of the Supervisory Board adopted by the Supervisory Board.
4. The Mandates of the members of the Supervisory Board expire on the date when the General Meeting approving the report of the Management Board on the activity of the Company and the financial statement for the last year of the tenure is.
5. The Members of the Supervisory Board are appointed for the period of common tenure.
6. The shareholders or the other persons may be appointed members of the Supervisory Board. In particular, independent persons may be appointed members of the Supervisory Board. A person considered as fulfilling the criteria of independence:
a) is not a member of the Management Board of the Company or of any affiliate or subsidiary; and has not held such a function for the last five years;
b) is not an employee of the Company or any affiliate or subsidiary; and has not held such a function the last three years;
c) does not receive and did not use to receive any additional remuneration of significant amount from the Company or its affiliate or subsidiary, except for the remuneration received as a Member of the Supervisory Board. Such additional remuneration includes, in particular, the participation in the option for shares allotment system or in other result-rewarding system; this does not include the constant remuneration amounts received as part of a pension plan (including the deferred salary) resulting from previous employment with the Company (unless the condition for payment of such remuneration is the continuation of employment);
d) is not a shareholder or does not represent in any way (a) shareholder(s) holding the control block of shares;
e) does not maintain nor has maintained for the last year any significant commercial relations with the Company or its affiliates or subsidiaries, directly, or as a partner, shareholder, director or an employee with a high level of responsibility in a body maintaining such relations. Commercial relations include a situation of being a significant supplier of goods or services (including financial, legal, advisory or consulting services), a significant client and organization, which receives significant inputs from the Company or its group;
f) is not currently or has not been for the last three years a partner or an employee of the current or previous external auditor of the Company or any affiliate or subsidiary;
g) is not a Member of the Management Board or Supervisory Board in another company, in which a Member of the Management Board of the Company is a member of the Management Board or a member of the Supervisory Board and does not have any other significant connections with the members of the Management Board of the Company as a result of participation in other companies or bodies;
h) is not and has not been a Member in the Supervisory Board for longer than three terms of office;
i) is not a close relative of a Member of the Management Board or a person being in any of the situations described in a)-h) hereinabove.
§14.
1. The Supervisory Board elects from among its members a Chairman, Vice-Chairman and a Secretary of the Supervisory Board.
2. Chairman of the Supervisory Board, and in event of his absence the Vice-Chairman convenes the meetings of the Supervisory Board. The first meeting of the Supervisory Board in a new term of office shall be convened by the Management Board of the Company or a member of the new Supervisory Board.
3. The Chairman of the Supervisory Board or the Vice-Chairman is obliged to convene a meeting of the Supervisory Board also on a written request of the Management Board or of a Member of the Supervisory Board. The meeting should take place within two weeks after the date such a request is made.
§15.
1. For the validity of the resolutions of the Supervisory Board, it is required that all members of the Supervisory Board have to be invited to the meeting.
2. The Supervisory Board passes resolutions by absolute majority of votes in the presence of at least one half of the Members of the Supervisory Board. In event of the equal number of votes the Chairman of the Supervisory Board shall have the decisive vote.
3. In order to suspend the Chairman of the Management Board, a unanimous resolution of the Supervisory Board is required.
4. The Members of the Supervisory Board may participate in passing the resolutions of the Supervisory Board by voting in writing through another Member of the Supervisory Board. Voting in writing may not take place in connection with the introduced to agenda at the meeting of the Supervisory Board.
5. The Supervisory Board may pass resolutions in writing or using the means of long distance direct communication. A resolution is valid, when all Members of the Supervisory Board were informed about the content of the resolution draft.
6. Passing resolutions in the manner provided for in ss. 4 and 5 of this clause does not concern the issues mentioned in art. 388 §4 of the Commercial Companies Code.
§16.
1. The Supervisory Board constantly supervises the business activity of the Company.
2. The Supervisory Board of the Company elects an auditor who carries out the audit of the financial statement of the Company.
3. The responsibilities of the Supervisory Board are set forth in the Commercial Companies Code, in this Statute and in the Bylaws of the Supervisory Board.
4. If the Supervisory Board consists of no more than 5 (five) members, to the extent that the law provides for the creation of the audit committee, tasks of the audit committee are performed by the entire Supervisory Board.
§17.
1. The Members of the Supervisory Board exercise their rights and obligations jointly and severally.
2. The Members of the Supervisory Board receive remuneration in the amount determined in a resolution of the General Meeting.
C. GENERAL MEETING
§18.
1. The General Meeting may be ordinary or extraordinary.
2. The Extraordinary General Meeting is convened by the Management Board on its own initiative or at the written request of the Supervisory Board. A shareholder or shareholders representing at least one twentieth of the share capital may demand convening of an Extraordinary General Shareholders Meeting and placing particular matters in the meeting’s agenda.
3. The convening of an Extraordinary General Meeting should take place within two weeks after the date such a request is made.
§19.
The General Meetings take place in the Company’s registered office or in the place appointed by the Management Board.
§20.
Each bearer share gives a right to one vote at the General Meeting. A series registered shares A give a right to five votes at the General Meeting.
§21.
1. The resolutions of the General Meeting are passed by ordinary majority of the cast votes, unless the law or this Statute provide otherwise.
2. In the case provided for in art. 397 of the Commercial Companies Code, in order to pass a resolution about the dissolution of the Company the majority of ¾ of the cast votes is required.
3. The voting is open. The secret ballot is ordered in the case of elections and of the applications for dismissal of the Members of the Bodies of the Company or of the liquidators of the Company, or for holding them responsible, as well as in connection with personal matters.
Further, the secret ballot is ordered on the request of at least one of the present persons who is authorized to vote.
4. The resolutions concerning the substantial change of the Company’s scope of business are passed only in voting by roll call.
§22.
1. The General Meeting is opened by the Chairman of the Supervisory Board or a person appointed by him, and then the chairman is elected from among the persons authorized to vote.
2. The General Meeting adopts its own bylaws which stipulate in detail the manner in which the sessions are to be run.
§22(1).
An auditor for special issues may not be an entity acting, currently or throughout the period which the audit concerns, as the auditor of the Company or of the Subsidiaries.
V. MANAGEMENT OF THE COMPANY
§23.
The organization of the Company’s business is described in the organizational bylaws set forth by the Management Board.
§24.
1. The Company keeps reliable accounting, pursuant to legal regulations in force.
A financial year of the Company is the calendar year.
§25.
1. The Company forms the following capitals:
1/ the share capital.
2/ the supplementary capital,
3/ the reserve capital.
2. The Company makes write-offs charged to the expenses on the social benefit fund in the amounts provided for in the legal regulations in force.
§26.
1. The Management Board convenes the Ordinary General Meeting within six months after the end of the financial year.
2. The Management Board is obliged within the periods prescribed by law, after the end of a financial year, to prepare and to submit to the Supervisory Board a report on the Company’s business activity and a financial statement.
§27.
1. The pure profit of the Company may be allocated in particular to :
1/ write-offs to supplementary capital,
2/ investment,
3/ write-offs to top up reserve capitals formed in the Company,
4/ dividend for the shareholders,
5/ other purposes determined in a resolution of a relevant body of the Company.
2. The time of the dividend payment and the date of determining the right to dividend are determined by the General Meeting.
§28.
Any disputes arising in connection with this Statute shall be considered by the court having jurisdiction over the place where the Company has its registered office.
VI. FINAL PROVISIONS
§29.
The Company makes its announcements in a designated publication, in accordance with the legal requirements for a given type of announcements.
The resolution was adopted unanimously
Supervisory Board:
