Statute
STATUTE of The Polish Meat Concern DUDA SA
--------- Consolidation ---------
I. GENERAL PROVISIONS
§ 1
1. Polish companies, is DUDA Meat Group Joint Stock Company.
2. The Company may use the following shortcut's Polish Meat Group DUDA SA
and its logo.
§ 2
Company headquarters is the capital city Warsaw.
§ 3
1. Company resulting from the conversion of Meat Plants "DUDA" company
a limited liability joint stock company.
2. The company operates under the Statute, the Commercial Companies Code and other
applicable law.
3. Duration of the company is unlimited.
4. Costs incurred at the date of incorporation of the Company in connection with its formation amounts to 60.000, --
zł (sixty thousand).
§ 4
1. The company operates on Polish territory and outside its borders.
2. Company in the area of its operations may open, lead and abolish branches, subsidiaries,
representation and be a partner or shareholders of other companies, including
also with the participation of foreign capital.
II. OBJECT OF THE ENTERPRISE
§ 5
1. Object of activity the company is manufacturing, construction,
trade and services on own account or third-person account of:
01.11.Z Growing cereals, leguminous crops and oil seeds, with the exception of rice
01.13.Z Growing vegetables and melons, and crop roots and tubers
Growing 01.16.Z fiber crops
01.19.Z Other agricultural crops other than long-term
01.27.Z Growing crops used to produce soft drinks are
- 2 --
01.29.Z Growing of other perennial crops
01.30.Z growing plants
01.46.Z Chow and breeding pigs
01.50.Z Growing of crops combined with farming and animal husbandry (mixed)
01.61.Z Support activities for crop production
01.62.Z Support activities and livestock farming
01.63.Z activities following the harvest
01.64.Z Seed processing for propagation of plants
10.11.Z Processing and preserving of meat, except poultry
10.12.Z Processing and preserving of poultry meat
10.13.Z production of meat, including poultry meat products
10.41.Z Manufacture of oils and fats
10.85.Z Manufacture of prepared meals and dishes
10.89.Z Manufacture of other food products nec
10.91.Z Manufacture of prepared feeds for farm animals
10.92.Z Manufacture of prepared pet foods
33.13.Z Repair and maintenance of electronic and optical equipment
33.14.Z Repair and maintenance of electrical equipment
45.11.Z Wholesale and retail sales of passenger cars and vans
45.19.Z Wholesale and retail trade of other motor vehicles, excluding
motorcycles
45.31.Z Wholesale of parts and accessories for motor vehicles, excluding
motorcycles
45.32.Z Retail sale of parts and accessories for motor vehicles, excluding
motorcycles
45.20.Z Maintenance and repair of motor vehicles, excluding motorcycles
46.11.Z Agents involved in the sale of farm produce, live animals,
raw materials for textile and semi-finished
46.13.Z Agents involved in the sale of timber and building materials
46.14.Z Agents involved in the sale of machinery, industrial equipment,
ships and aircraft
46.17.Z Agents involved in the sale of food, beverages and Store
tobacco
46.18.Z Agents specializing in the sale of other particular products
46.19.Z Agents involved in the sale of such cargo
46.21.Z Wholesale of cereals, unmanufactured tobacco, seeds and animal feeds
46.23.Z Wholesale of live animals
46.24.Z Wholesale leather
46.31.Z Wholesale fruits and vegetables
46.32.Z Wholesale of meat and meat products
46.34.A Wholesale of alcoholic beverages
46.34.B Wholesale non-alcoholic beverages
46.35.Z Wholesale of tobacco products
46.36.Z Wholesale of sugar and chocolate, confectionery and bakery
46.37.Z Wholesale coffee, tea, cocoa and spices
Wholesale 46.38.Z remaining food, including fish, crustaceans and molluscs
Sales 46.39.Z wholesale of food, beverages and tobacco
46.47.Z Wholesale furniture, carpets and lighting equipment
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46.51.Z Wholesale of computers, peripherals and software
46.52.Z Wholesale of electronic and telecommunications equipment and parts
46.66.Z Wholesale of other machinery and equipment
46.71.Z Wholesale fuels and products derived
46.73.Z Wholesale wood, construction materials and sanitary equipment
46.74.Z Wholesale of metal products and equipment and additional equipment
plumbing and heating
47.11.Z Retail sale in non-specialized stores with food,
beverages and tobacco
47.19.Z Other retail sale in non-specialized stores
47.22.Z Retail sale of meat and meat products in specialized
stores
47.23.Z Retail sale of fish, crustaceans and molluscs in specialized
stores
47.25.Z Retail sale of beverages kept in
specialized stores
47.26.Z Retail sale of tobacco products in specialized stores
47.29.Z Retail sale of other food in specialized stores
47.30.Z Retail sale of fuel for motor vehicles at service stations
47.41.Z Retail sale of computers, peripherals and software
in specialized stores
47.42.Z Retail sale of telecommunications equipment in specialized
stores
47.43.Z Retail sale of audio and video equipment in specialized
stores
47.91.Z Retail Sales of homes by mail order or Internet sales
47.99.Z Other retail sale not in stores, stalls and
open air markets
49.41.Z road freight transport
52.10.B Warehousing and storage of other goods
52.21.Z Support activities for land transport
52.24.C cargo handling, cargo handling at the remaining points
52.29.C Activities of other transport agencies
55.10.Z hotels and similar accommodation
55.20.Z Holiday and short-stay accommodation
55.90.Z Other accommodation
56.10.A Restaurants and other fixed food service
56.21.Z Preparing and delivering food to external recipients (catering)
Other service activities 56.29.Z catering
56.30.Z Preparing and serving drinks
61.20.Z activities in wireless communications, with the exception of telecommunications
satellite
61.30.Z activities in the field of satellite telecommunications
61.90.Z activities other telecommunications
62.01.Z activities software
62.02.Z activities consultancy
62.03.Z activities facilities management
62.09.Z Other service activities in the field of information technology and computer
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63.11.Z processing data management web (hosting) and similar
activity
63.12.Z Web portals
64.19.Z Other agency cash
64.20.Z Activities of holding companies
64.30.Z Trusts, funds and similar financial institutions
64.92.Z Other credit granting
64.99.Z Other financial service activities nec,
except insurance and pension funds
66.19.Z Other activities auxiliary to financial services, except insurance and
pension funds
68.10.Z Purchase and sale of own real estate
68.20.Z rental and property management of own
69.10.Z Legal activities
69.20.Z activity accounting, tax consultancy
70.10.Z Activities of (head offices) and holding, with the exception of holding
financial
70.22.Z Other advice on business and management
74.90.Z Other professional, scientific and technical activities nec
77.11.Z and rental cars and vans
77.12.Z Rent and other motor vehicles, excluding motorcycles
77.39.Z Rent and other machinery, equipment and tangible goods nec
unclassified
Activities of travel agents 79.11.A
79.11.B Activities Tourist Agents
79.12.Z organizers of tourism activities
79.90.A activities for tour and travel guides
79.90.B activities tourist information
79.90.C Other service activities in the book, nec
2. Activities requiring a permit, or concession arrangements the company will take after their
obtained.
3. Changing the subject company may be made under the relevant resolutions
General Assembly, without the obligation to repurchase shares to those shareholders who did not agree
to change activity.
III. CAPITAL, SHARES, DISPOSAL OF SHARES AND WAIVER OF SHARES AND ISSUE BONDS
§ 6
1. The share capital amounts to PLN 308,891,433 (three hundred and eight million eight hundred ninety-one thousand four hundred and thirty-three zlotys) and is divided into 308,891,433 (three hundred and eight million eight hundred ninety-one thousand four hundred and thirty-three) ordinary shares with a nominal value of PLN 1,00 (one zloty) each, including:
a.23 million bearer shares of A series,
b.10,142,000 bearer shares of B series,
c.10 million bearer shares of C series,
d.4,558,000 bearer shares of D series,
e.500.000 bearer shares of E series,
f. 900,000 bearer shares of F series,
g. 48.2 bearer shares of G Series,
h. 82,468,843 bearer shares of H series,
i. 129,122,590 bearer shares of I series.
2. In connection with the issuance of 15,000 (in words: fifteen thousand) series A bonds with the law priority to subscribe for shares of the Company, increase of the conditional share capital by the amount of not more than 1,500,000 zł (in words: one million five hundred thousand) through the issue of not more than 1,500,000 (in words: one million five hundred thousand) ordinary bearer shares Series F
3. All the company's shares are ordinary bearer shares.
§ 7
1. Share capital increase requires an amendment to occur in the Statute and by issuing new shares or increase the nominal value of existing shares. The share capital may be made in any manner provided by law.
2. The Company may issue bonds, particularly convertible bonds or bonds with priority rights and subscription warrants.
3. The Board is authorized to increase the Company's share capital by issuing new shares with total nominal value of not more than 208,501,717 zł (two hundred eight million five hundred one seven hundred seventeen) by means of one or more capital increases within the limits specified above (the capital target).
4. The authorization to increase the share capital The Board is authorized to issue warrants referred to in art. 453 § 2 of the Commercial Companies Code, the record date of execution of the law expiring no later than the period for which this authorization is granted.
5. The authorization of the Board to increase the share capital of the Company under the capital expires on 31 December 2012.
6. With the consent of the Supervisory Board, the Board may deprive shareholders' of subscription rights in whole or in part in relation to shares or warrants issued by the Management Company pursuant to the authorization granted in paragraph 3 and 4 of this section.
7. Board of Directors may issue shares issued in the authorized capital in exchange for cash or in other way.
8. Resolutions of the Board on the establishment of the issue price of shares issued in the capital or to issue shares in exchange for cash requires the consent of the Supervisory Board, provided that the above mentioned. issue price may not be less than 1 zł (one zloty) per share.
9. While the Commercial Companies Code and the provisions of the Articles of Association provide otherwise, the Board decides on all matters relating to increasing the share capital in the capital, in particular, the Board is empowered to:
1. conclude agreements on investment underwriting or underwriting services, or other agreements protecting the success of the share issue;
2. adopt resolutions and other actions on the dematerialisation of shares and contracts with the National Depository for Securities for registration of shares, rights to shares or subscription rights;
3. adopt resolutions and other actions on the issue of shares respectively by way of private placement or public offering or applying for admission and introduction of shares, rights to shares or warrants to trading on a regulated market.
§ 8
1. The shares may be waived with the approval of shareholders through their acquisition by the Company
(voluntary cancellation).
2. Redemption of shares requires a resolution of the General Assembly. Resolution of the General Assembly of the redemption of shares determined way and conditions of debt redemptions, particularly legal basis for redemption, the amount of fees due to the shareholder shares canceled or justification for redemption of shares for no consideration in the case of redemption voluntary way and reduce the share capital.
3. The company can create the net profit, a special fund to cover
possible future redemptions of shares. Creation of a fund requires a special resolution
General Assembly.
4. The Company may at your account to purchase its own shares to their redemption.
5. In exchange for the shares redeemed the company shall issue a certificate useable without a roll call specified nominal value.
§ 9
1. Transfer or pledge shares of the Company requires the consent of the Supervisory Board. Consent the sale or pledge of registered shares must be given in writing under
pain of nullity.
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2. An application for consent to transfer the expression or pledge shares of the Company shall be made by the shareholder to the Board of Directors. Such a request must be in writing and complex set number of shares for sale or pledge, the purchaser or a person in the case of the proposed sale of an additional price.
IV. Founders COMPANY
§ 10
are:
- Marek Boleslaw Duda,
- Bogna Maria Duda - Jankowiak
- Marcin Jerzy Duda,
- Maciej Jozef Duda.
V. THE COMPANY'S AUTHORITIES
§ 11
The bodies of the Company are:
a) the General Assembly;
b) the Board;
c) Board.
VI. GENERAL ASSEMBLY
§ 12
1. The General Assembly shall be convened by the Board.
2. The General Assembly shall sit as ordinary or extraordinary.
3. Annual General Meeting shall be held within 6 (six) months after the end of each
year.
4. Extraordinary General Meeting shall be convened by the Management Board on its own initiative, upon written request
Supervisory Board, a shareholder or shareholders representing at least 1 / 20 (one
twentieth) of the capital. Moreover, the General Assembly may convene
shareholder or shareholders holding shares representing a total of over 40% of the total
voice.
5. Convening the Extraordinary General Meeting should take place within 2 (two)
weeks from the date of application. The proposal to convene the Assembly should determine
cases brought under deliberation, and also include a justification.
6. The Supervisory Board has the right to convene an Extraordinary General Meeting, shall file whenever request for the convening of a Board does not convene the Assembly within the prescribed period.
7. The General Assembly shall be convened by the announcement made at the company's website and in the manner prescribed for the transmission of information in accordance with the current regulations on public offering and the implementing rules. Advertisement should be made at least 26 (twenty six) days before the date of the General Assembly.
Notice of the General Assembly should include the elements listed in the appropriate
provisions of the Commercial Companies Code.
8. The General Assembly opened by the Chairman of the Supervisory Board or his
indicated. In the absence of the Chairman of the Supervisory Board of the General
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Meeting or no indication of a person to open it, the General Assembly opens
shareholder with the highest percentage of the share capital of the company or person
representing such shareholder. Out of people entitled to vote shall be selected
President of the General Assembly.
9. Shareholders representing at least 1 / 20 (one-twentieth) of the capital may include specific questions on the agenda General Assembly. Such demand is effective, if was reported at least 4 (four) weeks prior to the date of the General Assembly, change agenda shareholders have been notified no later than 3 (three) weeks before the date of the General Assembly. In the event of failure to time, request for addition to the agenda, will be treated as a request to convene the Extraordinary General Meeting. Paragraph 4 of this section shall apply accordingly.
10. The General Assembly meets under the rules of procedure adopted by them. Changes
Rules always apply from the next Annual General Meeting.
11. Announcement of a break in the proceedings of the General Assembly and the abolition of the point of order
business requires a resolution of the General Assembly taken by a majority of 2 / 3 (two
countries) voice.
§ 13
1. Shareholders may participate in the General Meeting and exercise their right to vote
personally or through their representatives.
2. Authority to participate in the General Assembly and to exercise voting rights
is granted under pain of nullity in writing and attached them to the book minutes of the General Assembly. In the case of a mandate in stranger, a book of minutes of it shall be accompanied by an appropriate translation sworn into Polish.
§ 14
1. Provides one share one vote at the General Assembly.
2. Resolutions of the General Meetings of the Company on the changes made in the Articles of Association period to 31 December 2012 and resolution of General Meetings of the Company on the distribution of the Company's profit for the financial years 2009, 2010, 2011 and 2012, with the exception of resolutions on to cover the losses of the company, are taken by qualified majority, 9 / 10 votes cast. Resolutions General Meetings of the Company concerning changes in the Articles of Association made in the period after 31 December 2012 and decisions on the profit for the year 2013 and subsequent years, absolute majority of votes.
3. Voting is open. A secret ballot shall be managed by:
a) the election of board members and its liquidators, and vote on them
appeal;
b) the applications for this liability as indicated above people;
c) the proposals for personal matters;
d) at the request of at least one of the shareholders present or represented at the General
Assembly.
- 8 --
§ 15
The General Assembly shall take decisions by an absolute majority of votes cast,
unless the statutes or the mandatory provisions of law which provide for stricter requirements
to take the resolution. Per considers the votes cast votes cast for, against and "abstentions."
§ 16
The General Assembly shall be held at the headquarters of the company or in Poznan, Wroclaw, Rawicz , Leszno, Gora, Wschowa, Grabkowo.
§ 17
Shareholder or Shareholders representing at least 1 / 20 (one-twentieth) part of the capital may include specific questions on the agenda General Assembly.
§ 18
1. The special powers of the General Assembly should:
a) Consideration and approval of the Board's report on the activities of the Company and the report for the previous financial year and to discharge the members of the organs
Companies with the performance of their duties;
b) to resolutions of the distribution of profits or losses on the way as well as use of funds created from profits;
c) the appointment and dismissal of members of the Board and the arrangements for their
pay;
d) any amendment of the Statute, including the increase of the share capital reduction and
and change the subject company;
e) the combination and transformation of the company;
f) the dissolution of companies;
g) the issuance of bonds convertible into shares;
h) the sale and enterprise or its organized part, and
the establishment of their limited property right;
i) any provisions relating to damages caused by
pooling of the Company or the exercise of managerial or supervisory board,
i1) appointment and dismissal of members of the Board of the Company, including Chairman of the Board and Vice-Presidents of the Board, as detailed as defined in § 231 of the Company's.
j) Where a General Assembly resolution on allocation of profit
or the payment of the entire profit for shareholders, according to the definition of fixed
list of shareholders entitled to dividend for the year (day dividends)
and an indication of payment of dividends;
k) the increase of the share capital of the company;
l) authorize the Board to carry out one or more subsequent capital requirement at the conditions set out resolutions of the General Assembly (capital Target);
m) conditional increase of capital in order to grant rights to subscribe for shares
the convertible bond debenture, or the law of priority, or to grant rights to shares to employees, members of the Board or the Supervisory Board for consideration
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constituting claims granted to them under the vested rights to participate in the profits of the Company or subsidiaries;
n) other matters, which according to the Statute or the mandatory provisions of law
belong to the competence of the General Assembly.
2. Draft resolutions set out in paragraphs. 1 and in all other matters that are
discussed in the General Assembly, subject to opinion of the Supervisory Board.
3. Acquisition or disposal of property (ownership or perpetual use) or participate
property does not require resolution of the General Assembly, if the contract value does not
exceeds 10% (ten percent) of equity.
VII. SUPERVISORY BOARD
§ 19
1. Supervisory Board shall consist of not less than 6 (six) and not more than ten (10)
Member appointed by the General Assembly.
2. The term of office of the Supervisory Board takes 3 (three) years and is common to all its members. Change the composition of the board during the term of office commenced does not
interrupt its flow.
3. The number of members of the Board and its composition determined by the General Assembly.
4. Supervisory Board members attend the meetings of the Board and carry out their
responsibilities personally.
5. (Deleted)
6. The following decisions shall require the approval of the Supervisory Board:
a)selection of auditor to audit the Company’s financial statements; and
b)entering by the Company into a contract with a related person with the exception of contracts that do not require a resolution of the Management Board pursuant to § 25.2 of the Company’s by-laws;
7. As a person associated with the Company shall mean the natural or legal person meets one or more of the following criteria:
a) is a member of the Management Board, Supervisory Board, proxy;
b) is a shareholder holding more than 10% (ten percent) of votes at the General Assembly;
c) a member of the Board, a member of the Supervisory Board or the proxy of an associated company of the Company within the meaning of the Commercial Companies Code;
d) is a spouse, relative by blood or marriage to the second degree, adoptee or adoptive parent of the persons mentioned in points ac;
e) is a commercial company in which the Company holds at least 50% of shares in the capital
8. At least two members of the Supervisory Board should meet the criteria of independence
set out in the Best Practices of Listed Companies.
§ 20
1. The Supervisory Board shall meet as necessary but not less frequently than once every 3 (three) months.
2. The Supervisory Board shall meet under the rules adopted by the General Assembly.
3. The meeting called by the Chairman of the Supervisory Board, in the case of not being able to convene
meeting by the Chairman, the meeting may be convened by the
Vice-Chairman of the Supervisory Board.
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4. The meeting of the Supervisory Board should also be convened at the request of the Board or on
representative on his behalf. The meeting should be held in this case within 2
(two) weeks after submission of the application. Paragraph 3 of this section shall apply accordingly.
5. Members of the Board, its agents or other persons invited by the Board may take
participation in Supervisory Board meetings in an advisory capacity, unless the meeting is not applicable matters directly touching the board or its members, especially removal,
responsibility and remuneration.
6. Board meeting followed by facsimile with confirmation of his
give or via registered mail or e-mail, which should be sent to members of the Supervisory Board at least ten (10) days before the date of the meeting,
subject to paragraph. 7. Invitation to the meeting of the Supervisory Board should refer to
address given to the company by a member of the Supervisory Board. The invitation to the Council meeting Supervisory Board should determine the location, date, time and agenda of the meeting. To validity of the resolutions of the Supervisory Board must be present at the meeting most of its States.
7. In urgent cases, the Chairman of the Supervisory Board, may prescribe a different way and
Council members' notice of the date of the meeting. In this case, the resolution is
important when the vote took part 4 / 5 Member of the Supervisory Board.
8. Deliberations should be recorded. Minutes signed by all members of the Council
Supervisory Board attending the meeting. The protocols should include State taking
attend the meeting and give way to carry out and vote. Minutes
should be collected in a book of minutes.
9. To the protocols should be accompanied by a separate sentence Member of the Supervisory Board.
10. All members of the Supervisory Board are obliged to maintain secrecy.
11. To the validity of the Supervisory Board resolutions taken at the meeting, it is required that all Supervisory Board members were invited to a meeting in accordance with the provisions of paragraph. 6 or 7 of this paragraph.
12. Meetings of the Supervisory Board may be held by telephone or at using another method of direct communication at a distance mutual agreement of all participants in this meeting
Member of the Supervisory Board. Supervisory Board resolutions may also be taken in
written form or by means of direct communication to the distance and by electronic mail.
13. Supervisory Board member may cast your vote in writing through another member
Board of Directors.
14. Members of the Board, the liquidators, proxies, and the company's employees, who occupy the position of chief accountant, solicitor or advocate, Head of Unit or
other position directly under the Board member can not be simultaneously
Members of the Supervisory Board.
15. Supervisory Board members receive remuneration in the form and amount determined by the General Assembly
16. In the event of an obstacle of permanently or temporarily to perform the
Chairman of the Supervisory Board under this section obligations, their Vice-President takes over the execution in case of his absence, another member elected by the Supervisory Board.
- 11 --
§ 21
Supervisory Board resolutions passed by an absolute majority of votes in the presence of 2 / 3 State Board of Directors. Where indicated the resolution of the Supervisory Board have not been taken on due to lack of quorum in the making, these decisions can be taken at the next
meeting of the Supervisory Board appointed not earlier than after 5 days of the initial meeting of the Supervisory Board, irrespective of the number of Supervisory Board Member
participating in such meeting of the Supervisory Board.
§ 22
1. The Supervisory Board exercises permanent supervision over the Company's activities in all branches company.
2. To the specific powers of the Supervisory Board, in addition to statutory duties and these
the other provisions of this statute include:
a) Appointment of Board members, including Vice Chairman of the Board and Executive Board and dismissing them from their functions, but the appeal of the President of the Board or any of the Vice-Presidents of the Board may be made only for important reasons
listed in § 261 paragraph. 2 of the Statute of the company;
b) represent the company in any disputes with members of the Board;
c) the representation of the Company upon the conclusion of all of its agreements with the members of the Board;
d) the arrangements for remuneration and other terms of contracts with members of the Board;
e) expressing the consent of the members of the Board to do business or competitive
participate in a competitive company as a partner of a partnership or a civil or
as a member of the authority of a capital company or any other competitive legal person;
f) To comment on any issues raised at the deliberations of the General Assembly;
g) the choice an auditor to examine the financial statements;
h) an assessment report of the Board of the Company's operations and financial statements for the previous financial year for compliance with the books and documents, as well as state
actual;
i) the evaluation of proposals of the Board on the profit or loss coverage;
j) submitting a written report to the General Meeting of the above test results and bringing an application for discharge members of the Board;
k) agree to make the conversion of registered shares into bearer shares,
l) to consider and issue opinions on the proposals subject to the resolution of the General
Assembly;
m) (deleted)
n) (deleted)
o) (deleted)
p) (deleted)
q) (deleted)
r) (deleted)
s) (deleted)
t) (deleted)
u) (deleted)
v) (deleted)
w) (deleted)
x) suspension in any or all activities Member of the Board of the Company, in
including Vice Chairman of the Board and Executive Board Member of the Council, and delegate
- 12 --
Supervisory Board for a period not exceeding three months, to temporarily perform the duties
Member of the Board, including Vice President of the Board and the Board, who
were removed, resignation or other reasons can not exercise their
operations, while the suspension of the President of the Board or any of its Vice Presidents
The Board may be made only for important reasons listed in § 261 paragraph. 2 of the Statute
Company.
s) giving opinions on draft resolutions on the amendment of the Statute of the content of a company which has made
be a resolution of the General Assembly;
from) the approval by the Supervisory Board budget and programs adopted by the Board in
accordance with § 262 shareholders, and
aa) the settlement of subjects Supervisory Board under § 25 paragraph. 4
Articles of Association.
3. (Deleted)
4. The provisions of paragraphs. 2 pts. b) c) d) e) shall not prejudice the competence of the agent appointed resolution of the General Assembly in accordance with art. 379 § 1 of the Commercial Companies Code.
5. If the Board does not consent to carry out a particular action, the Board may
please contact the General Assembly that it takes a resolution granting permission to carry out
activities.
VIII. BOARD
§ 23
1. Management Board is one or multiplayer. Members of the Board are appointed and removed by the Supervisory Board. The Board includes Chairman of the Board and Executive Board members.
2. Term of office is 3 (three) years and is common to all its members. Change in
composition of the Board during the term of office commenced does not stop its flow.
3. All matters relating to the operation of a company is not reserved by law or the Statute for
competence of the General Assembly or the Board belong to the scope of
Board of Directors.
§ 231
1. Subject to the provisions of paragraph § 231. 2 and 3 of the shareholders, board members, including Vice-Chairman of the Board and the Board appoints and dismisses the position of
Board positions, while the appeal of the President of the Board or any of
Vice-Presidents of the Board may be made only for important reasons listed in § 261 paragraph. 2
Articles of Association. Resolution of the Supervisory Board to appoint member of the Board shall be taken to candidates designated in writing by the Chairman of the Board. Shareholder or shareholders holding shares representing more than 40% of the company
may specify in writing the candidate for one member of the Board of the company and ask for his reference to the composition of the Board of the Company, provided that the candidate will receive a written approval of the company's president. If a person appointed to the Board of the Company in writing by shareholder or shareholders holding shares representing more than 40% of the capital
the company does not obtain the written approval of the President of the Board within 7 days from the date of indication, that person shall not be appointed as Member of the Management Board. In this If a shareholder or shareholders holding shares representing more than 40%
capital of the company who have earlier indicated, will be entitled to
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indicate the new person as a Member of the Board of the Company, the candidature of such
does not require the written approval of the President of the Board.
2. Members of the Board of the Company, including Vice Chairman of the Board and the Board may be removed from the position resolution of the General Assembly, the appeal of the President Board of Directors or any of the Vice-Presidents of the Board may be made only for important reasons listed in § 261 paragraph. 2 of the Statute of the Company.
3. General Assembly by resolution may appoint a Member of the Board including the President Executive Board and Vice-Presidents of the Board, if:
1) as a result of death, cancellation, resignation or other event resulting in
expiry of the mandate of the Management Board Member, Vice-President or President of the Board, in
Governing Board of the Company shall not enter, nor one person, and the Supervisory Board within 7 days working there that the state did not lead to the establishment of the Management Board at least one member of the Board, Vice-President and Chairman of the Board, or
2) The General Assembly dismissed from the Company's Board of the reasons listed in § 261
paragraph. 2 of all board members, including Vice President of the Board and, if
they were called, while in the case of appointment of board members, including Chairman of the Board and Vice-Presidents of the Board, by resolution of the General Assembly, Member of the Board, Vice
Chairman of the Board or the Board may propose to each shareholder of the Company. 4. Member of the Board, including Vice President of the Board and Executive Board, appointed
position resolution of the General Assembly can only revoke the General Assembly.
§ 24
1. To make declarations and sign on behalf of the Company are entitled to: Chairman of the Board alone or 2 (two) members of the Management Board acting jointly, a member of the Executive Board including proxy or 2 (two) proxies together.
2. To perform acts or to a particular type of routine administration may be
Company's appointed agents, acting independently within the limits of their
attorney. Granting power of attorney, and appeal is provided under the
make declarations on behalf of the Company.
3. Management of the Company is required to manage the assets of the company and direct affairs of the Company and comply with their duties taken due diligence required in business transactions,
the strict observance of the law and the provisions of the Statutes, regulations and resolutions
taken by the General Assembly and the Supervisory Board.
4. Participation of the President of the Board or designated by the member in the deliberations of the General
Assembly is mandatory. Other members of the Board may participate in the deliberations
General Assembly.
5. Member of the Board can not deal with competing interests for the company, nor
participate in the Company as a competitive or a civil partner of a partnership or as a
member of the authority of a capital company or any other competitive legal person, unless authorized by
on the Supervisory Board.
§ 25
1. The Management Board is based on the prepared by himself and approved by the Supervisory Board regulations. Organizes the work of the Board President and Vice Presidents of the Board, if they were called.
- 14 --
2. Resolutions of the Board shall require the following issues, which are in excess of normal operations
management company:
1) the disposal, burden or a commitment to sell or the burden
business of the Company or its organized part;
2) the disposal, burden or a commitment to sell or the burden of any Real Estate Company
3) disposal well in this transfer on the basis of the rules governing public trading in securities
securities, burden or a commitment to dispose of shares or the burden
belonging to the Company's capital Meat Center MAKTON SA and shareholders
the company's capital companies: Agro Duda Sp. z oo, Rosana Agro Sp. z oo, Hunter
Wild Sp. z oo, Agroferm sp z oo, ZM Duda Sp. z oo, Duda Purchase Sp. z oo;
4) subject to the exceptions under § 25 paragraph. 2, paragraph 10) the company's charter, sale,
burden or a commitment to dispose of assets or the burden
Company other than those listed in § 25 paragraph. 2 pt 1), 2) and 3) shareholders, including
owned by the company shareholders, shares or other securities, if:
The unit current book value of the Company's assets without
account of depreciation exceeds the amount of 2,000,000 zlotys, while provisions of this § 25 paragraph. 2 point 4) of the Company's concern also is sold, burden or incur an obligation to dispose of or burden on a number of separate Company's assets value per unit of less than 2,000,000 dollars and total value exceeding PLN 2,000,000, including if they meet the following conditions:
a) those assets are disposed of or burden on the basis of separate
contracts or commitments are subject to sale or load assets on the basis of separate agreements, and b) those assets: (i) constitute the entire business, or (ii) are
the subject of separate contractual agreements in order to avoid the need to obtain
permission for the conclusion of individual contracts under this § 25 paragraph. 2, paragraph 4)
articles of association on the basis of a series of agreements concluded within the time interval no more than
6 months;
5) subject to the exceptions provided for in § 25 paragraph. 2, in paragraph 10) shareholders, the acquisition
or a commitment to purchase by the Company of any assets,
including shareholders, shares or other securities, if the unit value
Starting these assets after they have entered into the accounts of the Company
amount of 2,000,000 gold, the provisions of § 25 paragraph. 2 in paragraph 4)
articles of association shall apply mutatis mutandis to the acquisition or entering into a commitment to
acquisition of several assets of a unit lower than the initial value
2,000,000 PLN;
6) submission on behalf of the Company's statements of will result in: (i) the drawdown of the credit
bank in an amount exceeding 2,000,000 backbone of gold, or (ii) re -
terms of such credit;
7) to submit on behalf of the Company's statements of will result in: (i) the drawdown under
a series of agreements concluded within the time interval no more than 30 calendar days, a few
bank credits in the total principal amount exceeding PLN 2,000,000, or
(ii) the change in terms of several agreements with a bank loan for your item
loans in total outstanding principal amount in excess of PLN 2,000,000 if
Such a change is made on the basis of a series of agreements concluded within the time interval is not
a longer than 30 calendar days;
- 15 --
8) subject to the exceptions provided for in § 25 paragraph. 2, in paragraph 10) Articles of Association,
submission on behalf of the Company's statements of will result in:
(a) a commitment in the amount of backbone exceeding 2,000,000
gold, or
(b) the change in terms of such an undertaking would result in an increase in the amount of
basic commitments,
but in the case of periodic cash obligations of the Company arising from
legal relations that are continuous, the amount of the liability shall be the sum of the periodic cash benefits that the Company is obliged to meet within
first 12 consecutive months of the legal relationship of
either continuous throughout the duration of the legal relationship of a continuous,
if it is incorporated or established for a fixed period shorter than 12 months;
9) subject to the exceptions provided for in § 25 paragraph. 2, paragraph 10) the company's charter, making
On behalf of declarations of will result in the drawdown, based on a series of
of legal acts with the same subject and the object or
objects forming a single economic whole, the time interval no more than
30 calendar days, a number of commitments for a total cash amount of backbone
more than 2,000,000 gold, while § 25 paragraph. 2 point 8) of the Company's applicable
respectively to determine the amounts of cash liabilities arising from the relations
law of a continuous, where the company is a party;
10) disposal or acquisition or a commitment to dispose of or acquisition by a company
total assets of the current book value or total value, after
ktorej assets would have been brought into the accounts of the Company
exceeding the 10,000,000 gold, and incurrence of liabilities arising from
trade agreements with the contractors of the Company concluded in the normal activities of
Company for an amount higher than the 10,000,000 of gold, while § 25 paragraph. 2 point 4) and 8) Statutes
Company shall apply mutatis mutandis to a series of agreements, each of which concerns the sale or acquisition, commitment to sell or purchase assets with a total
lower than the unit value of PLN 10,000,000, and commitments
arising from commercial contracts with a counterparty of the Company which gives rise to obligations of permanent or intermittent, concluded in the ordinary course of business
Company for a higher amount than 10,000,000 gold;
11) conclusion, amendment or termination of any contract guarantees, surety company,
forming a partnership or company, and the issuance of a promissory note or check their
endorsement or warranty, excluding guarantee contracts, guarantees or issue
promissory note or check, the endorsement or surety unit, including safeguards
obligations of subsidiaries of the company, a unit not exceeding the value
2,000,000 PLN;
12) conclusion, amendment or termination of any contract between the company and its
shareholder holding at least 5% of the share capital of the company;
13) agree to purchase the company's own shares and the key provisions
contract or agreement on the acquisition of the company's own shares;
14) issuance by the Company of shares, bonds or any other securities;
15) carried out by a right to vote and accept the contents of resolutions for which the cast
Companies will vote at a general meeting of shareholders of City Meat MAKTON
SA and accordingly the meetings tags: Duda Agro Sp. z oo, Rosana Agro
Sp. z oo, Hunter Wild Sp. z oo, Agroferm Sp. z oo, ZM Duda Sp. z oo, Duda Purchase Sp.
Ltd., on these issues, in which the Commercial Companies Code require
- 16 --
resolution of the General Assembly or the Assembly members and such provisions do not
were excluded relevant provisions of association or articles of association;
16) the conclusion or amendment of loan agreement with the exception of the conclusion or amendment of terms
contractual loans granted by a subsidiary of the Company to companies with the exception of loans
or loans in aggregate principal amount of PLN 2,000,000, granted to any
Company's subsidiary companies during the next 3 calendar months.
3. Resolutions of the Board shall be taken by an absolute majority of votes in the presence of all Board Members, including the President and Vice-Presidents of the Board. In the event that marked the resolution of the Management Board had not been taken due to lack of quorum for the taking, the resolutions may be taken at the next meeting of the Board appointed not earlier than after 3 days, including after at least one working day from the date of original meeting of the Board, regardless of the number of Board Members participating in such meeting. The provisions of sentence 1 and 2 shall not apply if the absence is due to illness or other causes beyond the control of the Company or persons absent. In this case, the resolution is taken by an absolute majority, in the presence of the other board members.
4. If, in any of the matters referred to in § 25 paragraph. 2 of the Statute of the company, the resolution of the Board
not be taken unanimously, and Board Member of the voters against the resolution occurs on
writing within 3 days from the day of the vote with an appropriate proposal to the Supervisory Board,
resolve this matter the resolution of the Supervisory Board.
5.Board meetings may be held via telephone or using another means of direct communication at a distance allowing a mutual agreement of all participating in this meeting of the Board members. Resolutions may be made well in circulation (in writing) or by means of direct communication at a distance and by electronic mail. Adoption of a resolution by the Board in one of the modes referred to above requires the consent of all members of the Board.
6. Executive Board to the General Assembly a proposal for distribution of profit after
opinion from the proposal by the Supervisory Board.
§ 26
1. Members of the Board may be employed by the company under a contract of employment or
order. The Supervisory Board may also determine that the Executive Board members will receive
remuneration for serving on the Board functions independently from their salary
arising from a contract of employment or freelance contracts.
2. In the agreements between the company and members of the Board and in disputes with them, a company
represents the Board or an attorney appointed by resolution of the General Assembly in
under Art. 379 § 1 of the Commercial Companies Code.
3. Contract or other agreement with the Company's Board members include the name of the company
representative of the Supervisory Board delegated among its members or an attorney appointed
resolution of the General Assembly in accordance with art. 379 § 1 of the Commercial Companies Code.
4. The same procedure shall be carried out other activities relating to an employment relationship or
other legal relationship linking the member with the company.
§ 261
1. Chairman of the Board or any of the Vice-Presidents may be removed from the exercise of
their functions only for important reasons. The provisions of the preceding sentence shall not apply
Member of the Board. Chairman of the Board may request the Board of
Member of the Board with an appeal of his function, for legitimate reasons, the Council
Supervisory Board may not take into account such a request only for compelling reasons. Provisions
preceding sentence shall not apply to the Vice-Presidents of the Board.
2. Important reasons to dismiss the President of the Board or any of its Vice Presidents
Executive Board of the exercise of their functions, or the suspension also Chairman of the Board or
any of the Vice-Presidents of the Board in exercise of their functions, belong exclusively:
- 17 --
1) committed by the President of the Board or any of its Vice Presidents of the Board on or after 1
June 2009, however unintentionally, a crime or serious breach by
Chairman of the Board or any Board Vice, even unintentionally,
law, unless such act or omission caused the Company
any damage or was the result of force majeure or acts of third parties, for which
Chairman of the Board or any of the Vice-Presidents of the Board is not responsible and that he did not
subject;
2) a breach by the Chairman of the Board or any Vice-Presidents of the Board, even
unintentionally, including its addition to the other provisions of § 262 paragraph. 1 or 2, Rules
Board, or a material breach of contract or other agreement governing
performance of the Chairman of the Board or any Vice-Presidents of the Board, including
through the submission on behalf of the Company's declaration of intent, despite the lack of the required resolution
Management Board, Supervisory Board resolutions, the resolutions of the General Meeting of the Company
or submission on behalf of the Company's declaration of intent contrary to that resolution and;
3) acceptance by the Chairman of the Board or any Vice-Presidents of the Board, even
fault in the way, to a substantial breach by the Company or budgetary
financial programs, but, for failure to comply with the relevant budget or program
Financial deemed to be negative deviation from the assumptions of at least 25% in
The revenue from the sale, or EBITDA, as well as significant non-compliance
the company's assets or operational programs, including a
restructuring, if the execution of the budget, or programs have been
approved by the Board, the Supervisory Board or general meeting, unless
such violation:
(i) due to causes other than those specified in paragraph (ii) below, and lasts no longer
than 105 days or
(ii) regardless of how long it is due to the occurrence of one of
poniŜszych events:
a change of at least 20% over no more than 60 days PLN courses in•
compared to EUR or USD at the average exchange rate of the NBP,
a change of no less than 10% of the average price without taking into account the burden•
tax resulting from the implementation, over a 2-turn following the
consecutive months, purchase agreement entered into by the company with its partners,
the occurrence of epidemics going through a period of not less than 2 consecutively•
consecutive months,
change the law on customs or other law substantially restricts•
opportunity to pursue the export or import or the Company's products,
increase the income tax legal person more than 10 points•
rates or any indirect tax, the importance of having for the company, with more than 10 percentage points, which does not change was known as at 1 November preceding the year
extraordinary induced force majeure beyondcontrol of the Board and lasting for over 2 months, but as an act of force majeure will not be considered error or negligence on the part of the company, or situation, which is to overcome while maintaining the maximum of care by
Company.
reduction of financial results due to an impairment•
value of assets not previously included in the budget, subject to
prior approval of the Supervisory Board to make such an allowance,
- 18 --
if the effects of any of the events referred to in paragraph 3) (ii) that arose after
company's financial year has started and could not be reversed, with economic
uŜyciu reasonable measures available to the Company in each financial year, so
to remove the state budget of the Company's breach of
4) the acceptance by the Chairman of the Board or any Vice-Presidents of the Board, even
unintentionally, to this, that the company violates the provisions of the agreement binding the Company, whose
the other party is a bank or other agreement or agreements resulting in the Company's website:
(i) the obligation or liability in the amount of backbone, or a value exceeding
20,000,000 PLN or
(ii) Regulation or the Regulations, the things or rights with a value
more than 20,000,000 of PLN
if satisfied all the conditions of the below:
a) by the end of one month from the date of notification of the Company by an entity
injured on the state for breach of contract by registered letter sent at the
hands of the Board:
The Company does not lead to an effective repeal of state breach of contract•
mentioned above, if possible, or:
The company has not led to agree with the principles of body injured•
damages arising from breach of contract non-erasable state, and
b) the breach of contract mentioned above is important,
but to determine the amount of the liability of either the goods or rights shall be
accordingly the provisions of § 25 paragraph. 2 point 4) -11) shareholders, and in determining the amount
liabilities or the value of goods or rights does not take into account the amount of compensation to which payment is or may be required to the Company;
5) non-participation by the Chairman of the Board or any of the Vice-Executive Board
even in the way fault, in 5 consecutive sessions Management Board, the latter of the meetings of the Board can not be earlier than 2 months from the date of holding of the first meeting of the Board.
§ 262
1. Management of the Company is obliged to draw up the budget of the Company for a period of financial year at the latest before the end of the previous year, while budgets are in
until 31 December 2012 will be based on a program referred to in paragraph. 2
below.
2. Not earlier than the date of registration in the National Court Register Act to amend the statutes
Company's introduction into force of this Statute § 262 of the company and not later than 30
September 2009, the Company's Board is required to develop and adopt a program
operational restructuring of the company, including in particular the restructuring of the company's assets restructuring of employment in the company and restructuring the business model conducted by the company.
3. Cases referred to in § 262 Statute Governing Board shall decide by resolution, while the
resolutions of the Board referred to in paragraph. 1 and 2 above do not apply the provisions of §
25, paragraph. 4 of the Statute of the Company.
4. The consent of the Supervisory Board issued under § 25 paragraph. 4 of the Statutes of the Company to make the Company's legal actions will be needed in situations where the incurrence by the Company obligations of a financial nature will aim to:
1) obtaining cash to:
- 19 --
(i) refinanced (repayment) in full any credit granted to the Company, whose
Main subject of the amount refinanced at the time of the loan
The company is not less than PLN 90,000,000 ( "Loan capital"), and
(ii) the purchase of own shares of the Company series "I" in order to redeem them,
if the refinancing and purchase of own shares held simultaneously and apply to all
the outstanding Loan and all shares in the capital
the Company the "I";
2) obtaining cash for refinanced (repayment) in its entirety Credit without also buying all the shares in the capital
The company's series of "I" in order to redeem them, provided that the conditions under which the company obtains new resources
cash for the refinanced (pay) Credit will not be
less favorable terms for the Company from Credit or
3) obtaining cash to make the buying company's own shares in order to
redemption, if at the time of acquisition of these cash company
is no longer liable to repay any loan, whose amount in the Main
the time of granting the loan company is not less than 90,000,000 gold.
IX. THE COMPANY, THE COMPANY'S ACCOUNTING
§ 27
1. Organization of the company defines the organizational rules established by the Board and
approved by the Supervisory Board.
2. Company runs reliable accounts in accordance with current regulations.
§ 28
1. Company based on resolutions of the General Assembly may create other capitals. Way they use determines the resolution of the General Assembly.
2. The General Assembly may set up any reserves and special funds. May be established and released during and at the close of the financial year.
3. The Management Board shall prepare annual financial statements and reports
activities of the Company within 3 (three) months after the end of the financial year, not later
however, than 30 days before the Ordinary General Assembly, then present it to the
opinion of the Supervisory Board. The Supervisory Board is required within ten (10)
days to express an opinion on the submitted documents.
4. Company's annual financial report shall be signed by all Member Board of Directors.
§ 29
1. The financial year is the calendar year.
2. The first financial year begins on the date of registration of the company and ends 31.12.2002 (thirty-first of December two thousand and two)
3. The Company is required to make available to shareholders at least 15 days before the
General Meeting of the Company's annual financial statements, report of the Board of
of the company, reviews, including the report and the auditor's report to the Council
Supervisory Board of the audit. These documents will be made available to shareholders through their to inspect the company's headquarters.
- 20 --
§ 30
1. Company's net income can be used in particular:
a) the increase of share capital
b) copies of the capital,
c) copies of the reserves and special funds,
d) the dividend for shareholders,
e) other purposes determined by a resolution of the General Assembly.
2. The company creates a capital reserve to cover balance sheet losses.
a) The capital reserve is poured into 8% (eight percent) of annual net profit, As long this capital has reached at least 1 / 3 (one third) of the share capital.
b) The capital reserve will be transferred surplus also reached the issue of shares above their nominal value, and the rest to cover costs after the issue of shares.
c) The capital reserve uŜyciu General Assembly resolved, however, part of the capital reserve of 1 / 3 (one third) of the share capital can onlyto cover balance sheet losses.
XI. FINAL PROVISIONS
§ 31
1. Dissolution of companies follows a winding-up.
2. Liquidators are members of the Board, unless the General Assembly decides otherwise.
§ 32
Required by law, notice of, or derived from the company are published in the journal
official "Court and Economic Monitor", unless the law stipulates otherwise.
§ 33
In matters not governed by this Statute shall apply the provisions of the Companies Code Trade.