Articles of association of BUDVAR Centrum Spółka Akcyjna (consolidated text)

§ 1

The Company shall act under the name: "BUDVAR Centrum Spółka Akcyjna". The Company may use the abbreviated form of its name "BUDVAR Centrum SA".
The registered office of the Company shall be in Zduńska Wola.
The Company was established for unlimited period.
The Company may act on the territory of the Republic of Poland and abroad.
The Company may establish divisions, agencies, branches or other offices and also join other companies and economic organizations both in the country and abroad.
The Company was established by Marek Trzciński, Jadwiga Gajowa and Władysław Gajowy.

§ 2

The Company scope of operations shall be the following:

manufacture of builders ware of plastic (PKD 22.23.Z),
manufacture of metal elements of joinery (PKD 25.12.Z),
manufacture of other builders carpentry and joinery (PKD 16.23.Z),
manufacture of flat glass (PKD 23.11.Z),
construction works related to the construction of residentatial and nonresidential buildings (PKD 41.20.Z),
joinery installation (PKD 43.32.Z),
wholesales od wood, construction materials and sanitary equipment (PKD 46.73.Z),
retail sale of hardware, paints and glass in specialized stores (PKD 47.52.Z),
accounting, bookkeeping and auditing activities, tax consultancy (PKD 69.20.Z),
freight transport by road (PKD 49.41.Z),
renting and operating of own or leased real estate (PKD 68.20.Z).

§ 3

The Company equity capital shall amount to PLN 9,895,600 (nine million eight hundred and ninety five thousand six hundred) and shall be divided into:
1. 100,000 (say: one hundred thousand) of ordinary bearer stocks of A series with numbers from A 0000001 to A 0100000, with nominal value of PLN 1 (say: one) each,
2. 150,000 (say: one hundred and fifty thousand) of ordinary bearer stocks of B series with numbers from B 0000001 to B 0150000, with nominal value of PLN 1 (say: one) each,
3. 8,045,600 (say: eight million forty fife thousand six hundred) of ordinary bearer stocks of C series with numbers from C 0000001 to C 8045600, with nominal value of PLN 1 (say: one) each.
4. 1,600,000 (say: one million six hundred thousand) of ordinary bearer stocks of D series with numbers from D 0000001 to D 16000000 with nominal value of PLN 1 (say: one) each.
Stocks were covered with cash and non-cash contribution.
Stocks may be redeemed by means of resolution of the General Meeting.
The Company may issue bonds not excluding convertible bonds.

§ 4

For covering balance sheet losses, the Company shall establish reserve capital according to the provisions specified in article no. 396 of the Commercial Companies Code.
The Company may establish additional reserve capitals.
The financial year of the Company shall be the calendar year.

§ 5

The General Meeting shall decide upon the distribution of net profit.
The profit shall be distributed proportionally in relation to the nominal stock value.

§ 6

The Company authorities shall be the following:

the General Meeting,
the Management Board,
the Supervisory Board.

§ 7

The following issues shall require resolutions of the General Meeting and in particular:

consideration and approval of the Management Board report on the Company activities and the financial statement for the previous financial year and granting of discharge from liability to the members of the Company authorities;
profit distribution or loss coverage;
disposal and lease of an enterprise or its organized part and establishing limited property rights over them;
appointment and dismissal of the members of the Supervisory Board and determination of their remuneration;
increasing or decreasing the Company share capital;
amending the Company Articles of Association;
issuance of bonds;
establishment of a fund and making contributions to the fund;
winding-up or liquidation of the Company, merger of companies, transformation of the Company;
provisions regarding claims for damages done while establishing the Company or during its management or supervision.

§ 8

The General Meeting shall be held in the Company registered office or other location on the territory of Łódzkie province.

§ 9

The Management Board shall be comprised of one or more members who shall be appointed for the common term of office lasting 3 years.
Resolutions of the Management Board shall be adopted with the ordinary majority of votes. In the case of equal number of votes, the vote of the President of the Board shall be decisive.
In the case of occurrence of temporary difficulties in performing duties by a member of the Management Board, the President of the Management Board shall decide who among the remaining members of the Management Board shall be obliged to perform those duties as a replacement.
The President of the Management Board shall be entitled to make statements on behalf of the Company in the case of one-person Management Board and in other cases, two members of the Board or one member of the Board with a proxy.
Member of the Management Board cannot without the permission of the Company be involved in competitive activities or participate in a competitive company or enterprise as a partner, shareholder or stockholder entitling to at least 10% of votes during the meeting of stockholders or the general meeting or as the member of authorities.

§ 10

The Supervisory Board shall be comprised of five to seven members who shall be appointed for the common term of office lasting 3 years.
The Supervisory Board shall be authorized to adopt the rules of procedure of the Supervisory Board.
When adopting resolutions, in the case of equal number of votes, the vote of the President of the Supervisory Board shall be decisive.
Members of the Supervisory Board may participate in the adoption of resolutions of the Board by casting their votes in writing via other member of the Supervisory Board. Casting a vote in writing cannot refer to issues included in the agenda during the meeting of the Supervisory Board.
The Supervisory Board may adopt resolutions in writing and also by using means of direct remote communication. The resolution shall be valid when all members of the board were informed about the content of the resolution draft.
1. The special powers of the Supervisory Board shall include:
  1. approval of the Company economic and financial plans and inspection of their implementation;
  2. granting permission to take up, acquire or dispose of shares or stocks in other companies and also to join a civil law partnership;
  3. granting permission to acquire or dispose of real property, of perpetual usufruct or shares in real property;
  4. granting permission to dispose of the Company assets of which value shall exceed 10% of the Company equity capital according to its last financial statement announced to the public;
  5. granting permission to incur liabilities or adopt a regulation of which amount on the basis of one or more connected legal actions - shall exceed 10% of the Company equity capital according to its last financial statement announced to the public unless those actions were foreseen in the approved economic and financial plan of the Company or refer to acquisition of raw materials and materials for production,
  6. granting permission to the members of the Management Board to conduct competitive business activities in relation to the Company, participate in a competitive company, acquire shares or stocks entitling to at least 10% of votes during the meeting of stockholders or the general meeting of a competitive company and also to a membership in a competitive Company authorities or in any other competitive enterprise;
  7. determination of rules and conditions regarding the remuneration of the Company Management Board and also of its members;
  8. electing an expert auditor to examine the Company financial report and of the corporation;
  9. adoption of the rules of procedure of the Supervisory Board;
  10. preparation and submitting to the General Meeting a brief assessment of the Company situation and the assessment of its work.
2. The Supervisory Board shall be obliged to present its opinion regarding issues of the General Meeting's powers specified in § 7 letter a) - c) and e) - j).

§ 11

Member of the Supervisory Board may have the status of an independent member. Member of the Supervisory Board shall be an independent member if he and his relatives (spouse, descendant, ascendant and siblings in particular):
1. shall not be and have not been employed by the company, subsidiaries or dominant companies for the last 5 years,
2. shall not obtain additional remuneration (apart from remuneration for the membership in the Supervisory Board) or any other material benefits from the company or subsidiaries or dominant companies,
3. shall not be the stockholders owning directly or indirectly stocks with over 10% of the total number of votes during the Company General Meeting or representatives, members of management board, supervisory board or managerial employees with this stockholder;
4. shall not be and have not been expert auditors of the Company or subsidiaries or dominant companies, or employees of an entity providing services of an expert auditor to the Company or subsidiaries or dominant companies for the last 3 years,
5. shall not have and have not had any family relations with the members of the Company Management Board, Company employees with managerial positions, legal advisors or with dominant stockholder for the last 3 years,
6. shall not have and have not had any significant economic relations with the Company both directly and indirectly, as a partner, significant stockholder, member of authorities or with managerial position for the last year,
7. have not been members of the Supervisory Board for more than 12 years since the date of first appointment,
8. shall not be members of the management board in other company where the member of the Management Board is the member of the supervisory board.
The Supervisory Board may declare that a member of the Supervisory Board shall have the status of an independent member despite of non-observance of one of the conditions specified in item 1 or that despite compliance with those conditions, he shall not obtain such status.

§ 12

The employment agreement with the members of the Management Board on the basis specified in a resolution of the Supervisory Board shall be concluded on behalf of the Company by a representative of the Supervisory Board delegated from among the members of the aforementioned authorities.