Current Report no. 03/2014 Adopting the Consolidated Text of the Articles of Association of Amica Wronki Spółka Akcyjna

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1 Current Report No. 03/2014 Title: Adopting the Consolidated Text of the Articles of Association of Amica Wronki Spółka Akcyjna Legal basis 39 item 1 point 2b of the Ordinance of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and the conditions for recognition as equivalent of the information whose disclosure is required under the laws of a non-member state (Journal of Laws No 33 dated 28 February 2009, item 259 as amended). The Management Board of Amica Wronki Joint Stock Company based in Wronki ("the Company") hereby announces that at its yesterday session, the Company's Supervisory Board, acting on the basis of the authorisation indicated in Resolution no. 08/2013 of the Extraordinary General Shareholders' Meeting of Amica Wronki of 21 November 2013, passed a resolution to establish a Consolidated text of the Company Articles of Association (Resolution no. 02/I/2014 dated 23 January 2014), taking into consideration the changes made by the Extraordinary General Shareholders' Meeting of Amica Wronki Spółka Akcyjna on 21 November 2013 (registered by the District Court in Poznań - Nowe Miasto and Wilda in Poznańvide on 27 December 2013, vide Current Report no. 01/2014 of 08 January 2014; District Court made the changes in the register including the provisions of: 6 section 6, 18 section 7, 19 section 2, 30 section 1 and item 20 was added to 28 section 1 of the Issuer's Articles of Association). ARTICLES OF ASSOCIATION OF SPÓŁKA AKCYJNA (JOINT STOCK COMPANY) AMICA WRONKI (with amendments as in the Commercial Register, Section B maintained by District Court in Piła, No. 831; notarial act of August 14th 2002 Rep. A No. 5713/2002 notary K. Rzepa, Notary Office in Chodzież s.c. K.. Rzepa, P. Pietrzak; notarial act of May 22nd 2003 Rep. A No. 3567/2003 Notary Office in Chodzież private partnership K. Rzepa i P. Piechocki, notarial act of May 10th 2006 Rep. A No. 2518/2006 notary P. Piechocki, Notary Office in Chodzież private partnership K. Rzepa i P. Piechocki); notarial act of February 16th 2010 Rep. A No. 1182/2010 notary K. Rzepa, Notary Office in Chodzież private partnership K. Rzepa and P. Piechocki; notarial act of May 26th 2010 Rep. A No. 4043/2011 notary K. 1 P a g e

2 Rzepa, Notary Office in Chodzież private partnership K. Rzepa and P. Piechocki; notarial act of May 30th 2011 Rep. A No. 4767/2011 notary K. Rzepa, Notary Office in Chodzież private partnership K. Rzepa and P. Piechocki; notarial act of December 22nd 2011 Rep. A No /2011 notary K. Rzepa, Notary Office in Chodzież private partnership K. Rzepa and P. Piechocki; notarial act of June 27th 2013 Rep. A No. 5663/2013 notary K. Rzepa, Notary Office in Chodzież private partnership K. Rzepa and P. Piechocki; notarial act of November 21st 2013 Rep. A No /2013 notary P.Piechocki, Notary Office in Chodzież private partnership K. Rzepa and P. Piechocki] ARTICLES OF ASSOCIATION OF SPÓŁKA AKCYJNA (JOINT STOCK COMPANY) AMICA WRONKI ARTICLES OF ASSOCIATION OF SPÓŁKA AKCYJNA (JOINT STOCK COMPANY) I. General provisions The Company conducts its business under the name "Amica Wronki Spółka Akcyjna". The Company may also use the abbreviation "Amica Wronki S.A." The Company may use graphic symbols, to differentiate itself The Company's registered headquarters is in the town of Wronki The Company operates on the territory of the Republic of Poland and other countries The Company may establish and transfer branches and representations in Poland and abroad, and also participate in other companies The Company is established for an indefinite time The Joint Stock Company Amica Wronki S.A. was formed as a result of the transformation of Wronki Cooker Factory Limited into a joint stock company, made on the basis of articles of the Commercial Code The founders of the Company are all of the partners in Fabryka Kuchni WRONKI Sp. z o.o. entered in the share register on the day the resolution was passed to transform it into a joint stock company. The list of founders of the Company constitutes annex no. 1 to the present Articles of Association The aim of the Company is to achieve a long-term increase in the value of the Company by conducting the business defined in P a g e

3 II. The Company's Business 5 The Company's core business is: ) manufacture of household goods (PKD 27.5); ) manufacture of other electrical equipment (PKD Z); ) activity in the field of engineering, and associated technical consultancy (PKD Z); ) other research and technical analysis (PKD B); ) wholesale of home use articles (PKD 46.4); ) retail sale conducted in non-specialised shops (PKD 47.1); ) retail sale of articles for household use conducted in specialised shops (PKD 47.5); ) retail sale conducted other than in shop chains or at stalls and markets (PKD 47.9); ) repair and maintenance of personal and home use articles (PKD 95.2); ) road transport of goods and service activities connected with removals (PKD 49.4); ) storage of goods (PKD 52.1); ) service activities in support of transport (PKD 52.2); ) legal activities (PKD Z); ) legal and accounting activities; fiscal consultancy (PKD Z), ) activity of head offices and holdings, with the exception of financial holdings (PKD Z); ) consultancy connected with management (PKD 70.2); ) hotels and similar premises for accommodation (PKD Z); ) production and supply of steam, hot water and air for air conditioning systems (PKD Z); ) activities of holding companies (PKD Z); ) other financial service activities, except insurance and pension funding (PKD 64.9); ) other professional, scientific and technical activities n.e.c. (PKD Z); -- 22) other business support service activities n.e.c. (PKD Z); 23) renting and leasing of motor vehicles (PKD 77.1); ) holiday and other short-stay accommodation(pkd Z) III. Share capital The Company's initial capital is 15,550,546 PLN (fifteen million five hundred fifty thousand five hundred forty-six) and is divided into 7,775,273 (seven million seven hundred seventy-five thousand two hundred seventy-three) shares The nominal value of one share is 2 (two) zlotys Shares include at the time the Company was formed and issued for shares in Fabryka Kuchni WRONKI Sp. z o.o. are registered preference shares at the General Shareholders' Meeting in that each share is entitled to 2 (two) votes P a g e

4 4. Company shares may be either registered or bearer shares Exchange of a registered share for a bearer share takes place at the request of a shareholder, except where indicated otherwise by 7 (seven), within fourteen days of the request being submitted by the shareholder Subject to generally applicable laws, the Company may issue bonds, including bonds entitling to shares issued by the Company in exchange for the bonds (convertible bonds) and bonds entitling bondholders apart from other benefits to subscribe shares in priority to its shareholders (bonds with preemptive rights). Issuance of convertible bonds or bonds with pre-emptive rights requires a resolution of the General Meeting. Issuance of bonds other than convertible or with pre-emptive rights requires a resolution of the Supervisory Board Share capital of the Company, consisting of: ,099,559 series A shares numbered to , including: a) 2,896,750 shares numbered to , which are registered preference shares, each share is entitled to 2 (two) votes b) 2,202,809 shares numbered to , which ordinary bearer shares Series A shares were issued in exchange for shares in Fabryka Kuchni Wronki Spółka z ograniczoną odpowiedzialnością, as a result of the transformation of this company into a joint stock company. The A shares remained in the Company deposit and could neither be converted into bearer shares nor be sold or pledged until the financial report for 1997 had been approved. Series A shares participate in the dividend as of the profits for ,675,714 series B shares numbered from to are ordinary bearer shares and have participated in the dividend since the day of January first nineteen ninety seven ( ) Shareholders owning A series shares with voting right privileges in the Company have priority when purchasing registered preference series A shares offered for sale Registered shares in the Company with voting privileges may only be sold under the conditions stipulated in the provisions below: ) in the event that any of the shareholders owning registered shares with voting right privileges (shares) intends to sell the shares (the shareholder selling), he is obliged to inform the Company's Management Board in writing of this intention, giving the details of the persons to whom they are to be sold, the number of shares intended for sale, the proposed price and the conditions and method of payment, at the same time submitting the share documents to the Company's deposit or, in the event that these shares in the joint coupon have been lodged with the National Depository for Securities, by blocking the account of these shares in his accountant entitling the Company to apply to unblock the account and order these shares to be transferred to 4 P a g e

5 an account indicated by the Company; a letter of attorney for the Company to accept the purchase price from the purchaser should be added to the declaration; ) the Company's Management Board will inform the entitled shareholders of the possibility to purchase shares within 7 days by displaying a notice at the headquarters of the Company's Management Board; the shareholders who requested to be informed in writing of Company notices will be informed by the Management Board by having the text of the notice sent to them by registered letter; ) the right of priority is executed by the authorised shareholder submitting a declaration that he is executing that right; the declaration should indicate the number of shares which the purchasing shareholder intends to buy and be lodged at the Company headquarters within 21 (twenty one) days of the day notice is given and the registered letters are posted; ) in the event that the declarations of authorised shareholders result in an amount of shares greater than the number of shares offered for sale, the Company's Management Board will divide the shares up for the interested shareholders relative to the quotient of the number of shares they own to the total number of A series shares owned by the interested shareholders; if the result thus obtained is a fraction then the Management Board is obliged to round it down and allocate the shares not allocated proportionately by lot; ) if the shares are sold by way of executing priority rights, the purchase price equals the price included in the announcement made by the shareholder selling and should be paid by the purchaser in at least three equal monthly instalments to the Company account or Company cash desk; the Company will immediately transfer the payment for the purchase price to the shareholder selling the share; ) The shareholder selling may sell the shares to persons indicated in the declaration mentioned in point 1 (one), if: a) none of the authorised shareholders submits within the appointed time a declaration of executing priority rights, b) if the combined number of shares purchased using this right is less than the total of all the shares allocated for sale (this only concerns a surplus of shares offered over the number of shares purchased using priority purchase rights), c) any of the preference shareholders expressing a will to purchase the shares does not pay at least part of the purchase price on time (this only concerns share packages for which payment has not been made), or d) within 70 days of the Company's announcement, the shareholder has not received an announcement from the Management Board of the number of shares purchased by executing priority rights ) The Management Board is obliged to inform the shareholder selling by registered letter of the execution of priority rights by authorised shareholders, within 60 days of receiving the announcement from the shareholder selling of the intention to sell shares; similarly, the Management Board is obliged within 7 (seven) days from the payment 5 P a g e

6 due date of any of the payment instalments to inform the shareholder selling of the fact that the purchase has not paid that instalment ) in the cases defined in point six the shareholder selling is entitled to sign a share sale agreement, in which he includes the entitlement to receive shares from the Company deposit; in the event that the shares subject to the agreement are submitted in the joint coupon to the National Depository for Securities, the agreement will contain an instruction for the Company to make a transfer from the blocked securities account belonging to the shareholder selling to the purchaser's securities account indicated in the agreement; shares may be sold to a person indicated in the announcement within 14 days at most of the date mentioned in section 2 pt. 6d or within 14 days of receipt of the announcement from the Company that part of the purchase price has not been paid; the purchase price should be paid by the purchaser into the Company's account or cash desk at the amount and within the time stipulated in the announcement of the intention to sell the shares In the event that a share purchaser indicated by the Company does not make any one of the payments for shares or makes only a partial payment, the shareholder selling is entitled to compensation by payment of a sum equal to the first of the instalments owed to him for the purchase price. The shareholder selling is entitled to unilaterally allocate the payments received to the compensation due The sale of registered shares with voting privileges is invalid regarding the Company if the procedure mentioned in section 2 is not adhered to or the price is lower than that defined in the announcement The sale of registered shares with voting privileges to a person other than a shareholder owning A series registered shares with voting privileges causes the privileges from these shares to expire The sale of registered shares with voting privileges between shareholders who own these shares does not require the procedure described in section 2 to be implemented The profit allocated by the General Shareholders' Meeting for sharing is divided proportionately among the shares participating in the dividend The Company may only purchase its own shares: ) to prevent serious harm which is directly threatening the Company; ) to offer the purchase of these shares to employees of the Company or companies of the AMICA Group; ) as the result of an unpaid action or universal succession; ) for redemption; ) in other cases allowed by legislation Own shares are purchased pursuant to pts. 2 and 4 either by public request or in session transactions. The Company may purchase its own shares in a 6 P a g e

7 manner other than that described in the previous sentence if the purchase price of these shares is lower than the average weighted share price for the month preceding the transaction Current shareholders are entitled to priority rights for the acquisition of new shares in the increased share capital proportionate to the number of shares owned The General Shareholders' Meeting may - in the Company's interest - deprive current shareholders of acquisition rights for new shares IV. Company Bodies. 12 The Company bodies are: ) The General Shareholders' Meeting, ) The Supervisory Board, ) The Management Board A. The General Shareholders' Meeting A General Shareholders' Meeting is called by Management Board as either Ordinary or Extraordinary An Ordinary General Shareholders' Meeting should be held no later than six months after the end of each financial year If the Company's Management Board does not call an Ordinary General Shareholders' Meeting within the time stipulated, the Supervisory Board is entitled to call the meeting General Meetings shall be held at the Company's registered office or in Poznań or Warsaw Extraordinary General Meetings are called by the Management Board: ) on its own initiative, ) at the request of the Supervisory Board, ) at the request of a shareholder or shareholders representing at least one twentieth of the share capital; these shareholders may also request that specific matters be included on the agenda of that meeting; the request is submitted in written or electronic form; ) at the request of shareholders entitled to put forward candidates for Independent Members of the Supervisory Board, in accordance with the provisions of 22 section 2 of the Articles of Association, in order to elect new Independent Members of the Supervisory Board; ) at a request contained in a vote of order of the General Shareholders' Meeting defined in rule 18 section 2 of the Articles of Association; ) in the event of the Supervisory Board adopting a resolution suspending a member of the Management Board or the entire Management Board from their management function P a g e

8 2. Irrespective of the provisions of 14 section 1 above, an Extraordinary General Shareholders' Meeting may be called by: ) The Company's Supervisory Board, if the Supervisory Board considers the calling of a General Shareholders' Meeting to be proper; ) shareholders representing at least half of the Company's share capital, or at least half of the total number of votes in the Company; the shareholders nominate a chair for this meeting Apart from other persons indicated by the provisions of the Commercial companies Code, each Independent Member of the Supervisory Board may demand: the calling of a General Shareholders' Meeting; the addition of defined items to the agenda of the Extraordinary General Shareholders' Meeting Removal of items included on the agenda at the request of an authorised person or persons requires their consent After receiving the proper request, the Company's Management Board is obliged to call an Extraordinary General Shareholders' Meeting immediately, and no later than 14 days after receipt of the request If the Company's Management Board does not call an Extraordinary General Shareholders' Meeting within the appointed time, the right to call a meeting falls to shareholders submitting a request to call a General Shareholders' Meeting, after authorisation has been granted by the Registration Court or Supervisory Board, if it has approached the Management Board with a request to call an Extraordinary General Shareholders' Meeting If an Extraordinary General Shareholders' Meeting has not been called within two weeks of the request being presented to the Management Board, the registration court may authorise shareholders who request to call an Extraordinary General Shareholders' Meeting to do so. The court nominates a chair for this meeting. Failure by the Management Board to call an Extraordinary General Shareholders' Meeting on the basis of a request from the Supervisory Board within the time reserved in the first sentence entitles the Supervisory Board to call one independently A General Shareholders' Meeting of the Company is called by an announcement made on the Company's website and in the manner stipulated for communicating current information and according to the provisions of the Public Offering / Conditions for Introducing Financial Instruments into Organised Trading Systems legislation. The announcement, keeping to the requirements stipulated in art of the Commercial Companies code, is made at least twenty six days before the planned date of the General Shareholders' Meeting On the website, the Management Board publishes the information and data mentioned in art of the Commercial Companies Code In the event of a General Shareholders' Meeting being called by the Supervisory Board or a shareholder or shareholders, including pursuant to a court authorisation, the party calling it communicates information regarding this meeting to the Management Board, including its date and venue, agenda 8 P a g e

9 and also draft resolutions, and the Management Board is obliged to adhere to the duties indicated in section 1 and 2 of the present section Unless stipulated otherwise in the provisions of 15 section 3 above, the order of the General Shareholders' Meeting is established by the Management Board A shareholder or shareholders in the Company representing at least one twentieth of the share capital may request the inclusion of defined matters on the agenda of the next General Shareholders' Meeting. The request should be made to the Management Board no later than twenty one days before the date set for the meeting, and should include a justification or text of the resolution regarding the proposed agenda item. This request may be made in electronic form. The Management Board is obliged to announce the changes made to the agenda at the request of shareholders immediately, and no later than eighteen days before the date set for the General Shareholders' Meeting. The announcement is made in the way appropriate to the calling of the General Shareholders' Meeting A shareholder or shareholders in the Company representing at least one twentieth of the equity capital may, before the date of the Company's General Shareholders' Meeting, inform the Company in writing or by electronic communication of draft resolutions connected with matters included on the agenda of the General Shareholders' Meeting, or matters which are to be included on the agenda. The Company immediately announces the draft resolutions on the website. During the General Shareholders' Meeting, each shareholder may submit draft resolutions regarding matters included on the agenda The Management Board is obliged to inform the General Shareholders' Meeting of the content of each application made in writing or by electronic communication to the Management Board by even one shareholder before the date of the General Shareholders' Meeting, but after the calling of the General Shareholders' Meeting All shareholders may participate at the Shareholders' Meeting either in person or through an attorney. Power of attorney should be granted in writing or electronic form Members of the Management Board and Supervisory Board, and also persons appointed by Management to serve the General Shareholders' Meeting, are entitled to participate in the General Shareholders' Meeting The General Shareholders' Meeting is able to pass resolutions if it has been properly called The General Shareholders' Meeting is opened by the Chair of the Supervisory Board or, if he is absent, another member of the Supervisory Board entitled by it to do so. In the event that the General Shareholders' Meeting has been called by proxy of a Court, the General Shareholders' Meeting is opened by a person 9 P a g e

10 nominated by the Court as Chair of the General Shareholders' Meeting; the provisions of section 3 below do not apply The Chair of the Supervisory Board or another person authorised on the basis of section 2 conducts the election of the Chair of the General Shareholders' Meeting. The election of the Chair of the General Shareholders' Meeting takes the form of a secret ballot, unless only one candidate is proposed and none of those present at the General Shareholders' Meeting object to the conducting of an open ballot. During the election of the Chair of the General Shareholders' Meeting, Shareholders and their representatives are entitled to the number of votes stipulated by the Shareholders List drawn up by the Management Board pursuant to art of the Commercial Companies Code Resolutions of order may only concern the order in which agenda items are considered, or the announcement of a break in the proceedings or if necessary obliging the Management Board to call a General Shareholders' Meeting in order to consider matters raised by shareholders but not included in the order of the General Shareholders' Meeting set by the Management Board Each share, with the exception of shares with voting privileges, gives the right to one vote at the General Shareholders' Meeting Resolutions of the General Shareholders' Meeting are passed by an absolute majority of votes cast, unless an absolutely binding provision of the Articles of Association or Commercial Companies Code stipulates otherwise Resolutions regarding issuing convertible bonds and bonds with share acquisition privileges, changes to the Articles of Association, sale of a Company business, company mergers and dissolution of a company, as well as leasing an enterprise or establishing usufruct rights on it, are passed by a 3/4 (three quarters) majority of valid votes cast Voting is open. Secret ballots are organised for elections, and for motions to remove members of Company bodies or liquidators, or hold them to account, and also in personal matters or at the request of one of those present at the General Shareholders' Meeting An open vote by roll call is organised in cases stipulated by law. Where a legal regulation provide for an open vote by roll call, the secret ballot is invalid, unless the respective legal regulation provides otherwise The following should be subjects of an Ordinary General Shareholders' Meeting: ) examination and approval of the financial statements and the Management report into the Company's activities, and the Supervisory Board's report for the previous financial year, ) passing a resolution in the matter of profit sharing or covering losses for the previous financial year, ) passing a resolution on discharging (acknowledgement of) duties of the members of the Company bodies ) passing a resolution on electing members of the Company bodies, if they are elected by the General Meeting and their mandates expire at the latest on the day of the General Shareholders' Meeting approving 10 P a g e

11 the financial report for the last full financial year of the term of office of the Company body The exclusive competencies of the General Shareholders' Meeting also include: 1) appointing and dismissing members of the Supervisory Board, in particular, otherwise than as provided in section 1 item 4 hereof, subject to the provisions on co-optation, ) appointing and dismissing members of the Management Board, in particular, otherwise than as provided in section 1 item 4 hereof, 3) changes to the Articles of Association, ) issuing convertible bonds and bonds with share acquisition privileges, -- 5) establishing the salary principles and the salaries of the Supervisory Board members, ) mergers, divisions, conversion or dissolution of the Company as well as election and dismissal of liquidators, ) selling or leasing an enterprise or organised part of the Company, and establishing limited material rights on this, ) acquiring and transferring by the Company of real estate, perpetual usufruct or share in the ownership or perpetual usufruct, ) claims for damages made against members of the Company bodies or founders for reparation of damage or harm caused by their illegal behaviour B. The Supervisory Board The Supervisory Board, unless otherwise indicated in 23, includes 5 to 7 members appointed in the manner defined in 22 of the present Articles of Association, including the Chair of the Board. The Board may pass resolutions for the next General Shareholders' Meeting if its membership does not fall below five Members of the Supervisory Board shall be appointed for a joint term of office of three years. Appointment of members of the Supervisory Board for the joint term office shall cause the mandate of a member of the Supervisory Board appointed before the end of the term of office of the Supervisory Board to expire simultaneously with the mandates of other members of the Supervisory Board A Supervisory Board Member's mandate expires: on the date of the General Meeting approving the financial statements for the last full financial year of acting as a member of the Supervisory Board (in particular, the last full year of joint term of office of the Supervisory Board members); upon appointment of a member of the Supervisory Board as a member of the Management Board; upon dismissal of a member of the Supervisory Board by the General Meeting; P a g e

12 upon submitting of a letter of resignation by a member of the Supervisory Board to the hands of the Chairman or Vice-Chairman of the Supervisory Board and the Management Board; upon death of a member of the Supervisory Board The Supervisory Board may co-opt a member of the Supervisory Board in the place of a member whose mandate has expired before the end of the Supervisory Board's joint term of office The Supervisory Board may co-opt no more than three persons to its membership. 6. Co-opted members should be approved by the next General Shareholders' Meeting; their mandates expire along with end of the Supervisory Board's joint term of office In the event that the co-option resolution of Supervisory Board is not approved by the General Shareholders' Meeting or is not presented to the General Shareholders' Meeting, the mandates of the co-opted members of the Supervisory Board expire when the General Shareholders' Meeting closes In the event that the co-option resolution is not approved, the General Shareholders' Meeting selects new Supervisory Board members in place of the co-opted members The Supervisory Board, unless stipulated otherwise by the provisions of 23 of the Articles of Association, includes two members elected in the manner defined in 22 of the Articles of Association section 1 pt b) and section 3, 4, 5 and who meet the criteria defined in section 2 below - referred to in the present Articles of Association as "Independent Members of the Supervisory Board" An Independent Member of the Supervisory Board should fulfil the following conditions: ) that person may not be a Subsidiary or Affiliate, nor a partner, shareholder, stockholder, employer, adviser or member of the authorities of a Subsidiary or Affiliate or entity belonging to the Amica Group ) that person may not be a relative or second-degree kinsman of an employee of a subsidiary, affiliate or entity of the Amica Group; ) that person may not, either directly or indirectly, conduct any business with the Amica Group or its Subsidiaries or Affiliates; ) that person may not be an employee, adviser, member of the authorities, owner, partner, stockholder or shareholder in a company or association, or other entrepreneur conducting business in competition, nor a Person Close to such a person Members of the Supervisory Board are appointed by the General Shareholders' Meeting in line with the following principles: a) candidacies for members of the Supervisory Board are announced to the Management Board no later than 7 (seven) days before the date of the General Shareholders' Meeting. Announcements of candidacies should 12 P a g e

13 include, along with the personal details, a description of the candidate's qualifications and professional experience. The announcement should include the written consent of that person to stand for the Supervisory Board, and, in the event that the given candidate is a candidate for Independent Member of the Supervisory Board, a written declaration that he meets the criteria stipulated in 21 section 2; b) Candidates for Independent Member of the Supervisory Board may only be submitted by shareholders who, before declaring their candidacy, documented their right to no more than 10% of the votes and at the moment of declaring their candidacy own no more than 10% of the Company's share capital, while the effective declaration of a candidacy requires the shareholder or shareholders declaring it to confirm their right to no less than 2% of the votes at the General Shareholders' Meeting at which elections will be held with that candidate's participation c) The Company's Management Board will publish information on the website about the candidacies for membership of the Supervisory Board, along with the description of the qualifications and professional experience supplied to the Company, no later than 5 (five) days before the date of the General Shareholders' Meeting In the event that candidacies are not announced according to the procedure stipulated in section 21, the Management Board or outgoing Supervisory Board will be obliged to announce candidates to the Supervisory Board In elections for Independent Members of the Supervisory Board, each shareholder has voting rights resulting from no more than 5% of the total number of shares in the Company When electing Independent Members of the Supervisory Board, each share entitles to one vote The first Independent Members of the Supervisory Board after the registration of changes to the Articles of Association are appointed by co-option by the Supervisory Board One person may not hold the position of Independent Member of the Supervisory Board for longer than two terms. Re-election of an Independent Member of the Supervisory Board may not take place before another two terms of office have expired An Independent Member of the Supervisory Board is obliged to inform the Company of any events which may arise causing him to no longer meet the criteria entitling him to hold the position of Independent Member of the Supervisory Board The Management Board, on being informed of an event mentioned in the previous paragraph, makes this information public, simultaneously announcing the expiry of the mandate of that member of the Supervisory Board. The Management Board is obliged to call a General Shareholders' Meeting or supplement the agenda of a General Shareholders' Meeting already called in order to fill the Board, in such a way that the General Shareholders' Meeting is held no later than 60 days from the Management Board receiving the information about the event causing the Member of the Supervisory Board to no longer fulfil the criteria for an Independent Member of the Supervisory Board. In urgent cases, the Supervisory 13 P a g e

14 Board, if composed of fewer than five members, may co-opt one member of the Supervisory Board until the General Shareholders' Meeting is held. The person coopted must meet the criteria defined in 21. Such a person has the rights of an Independent Member of the Supervisory Board In the event that shareholders request for elections to be held in separate groups, the provisions regarding the election of Independent Member of the Supervisory Board and their rights do not apply. A Supervisory Board elected by groups comprises five members Unless stipulated otherwise in the provisions of section 3 below, Board resolutions are passed at the session and may be adopted if all the members have been properly invited to the session, the Board consists of no fewer than five persons, and if at least four members of the Board are present at the session, including the Chair and the Vice Chair Unless stipulated otherwise in art of the Commercial Companies Code, Members of the Supervisory Board may take part in passing resolutions by voting in writing through another member of the Supervisory Board. Voting cannot take place in writing on matters introduced to the agenda during the session of the Supervisory Board The Board may also pass resolutions in writing or by means of direct longdistance communication, unless stipulated otherwise in art of the Commercial Companies Code. A resolution is valid if all members of the Board have been informed of the contents of the draft resolution Board resolutions are passed by an absolute majority of votes cast, unless the Articles of Association stipulates otherwise In the event of a tied number of votes, the person chairing the Board's session has the casting vote The work of the Board is directed by its Chair and, in his absence the Vice- Chair, elected by the Board by secret ballot from among its members at the first session of the Board The Management Board calls the first session of the Board within 14 (fourteen) days of it being appointed The Management Board ensures management of the Board's office Supervisory Board Members discharge their Board duties in person only The Board can delegate its members to fulfil defined supervisory functions individually Board members delegated to fulfil supervisory functions individually or delegated by a minority group are bound by a non-competition clause The Board may suspend any or all of the members of the Management Board Members of the Management Board may participate at the Board's sessions in an advisory capacity P a g e

15 6. Members of the Supervisory Board receive a salary set by the General Shareholders' Meeting for performing their functions In the event that a member of the Supervisory Board is delegated to perform a management function, his mandate in the Supervisory Board and right to a salary are suspended. The delegated member of the Supervisory Board is entitled to a separate salary defined by a resolution of the Supervisory Board Sessions of the Board are called at least once per quarter, and are called by its Chair, or in the event of his absence by the Vice-chair, at his own initiative or at the request of the Management Board or a Board member An invitation to the session is considered effective when sent as a telegram or other confirmed written form, also containing the agenda of the Board session, to the service address stipulated by the Board member, at least fourteen days before the session Materials concerning matters covered by the agenda should be sent to Board members in a manner ensuring their delivery at least 7 days before the session The Board's competencies include continuous supervision over the operations of the Company and the Amica Group, and executing the entitlements and duties stipulated by law, in particular: ) auditing the financial reports prepared by the Management Board and presenting the General Shareholders' Meeting with a written report on this audit; ) checking the Company's ledgers and cash desk at any time; ) setting the salaries of members of the Management Board and issuing opinions regarding the salaries of other Management Boards in the Amica Group; ) expressing consent to enter into other civil or commercial law companies and other economic organisations; ) approving the annual and quarterly financial plans (budgets) presented by the Company's Management Board; ) approving in advance expenditure of over 1,000,000 (one million) zlotys involving individual transactions or series of related transactions not foreseen in an approved budget and going beyond the general management of the Company; ) expressing consent in advance for the sale of Company assets whose value exceeds 10% (ten per cent) of the net book value of fixed assets, both in individual transactions and series of related transactions; ) expressing consent to increase the Company's liabilities from long-term loans and credits, other than trade credit, taken out as part of the Company's general operations and exceeding 4,000,000 (four million) zlotys; ) expressing consent to increase surety and guarantees granted by the Company exceeding 4,000,000 (four million) zlotys; P a g e

16 10) expressing consent to take out other off-balance liabilities in individual transactions or series of related transactions for a sum exceeding 1,000,000 (one million) zlotys; ) expressing consent to sell and encumber Company property and other material assets if the value of these assets exceeds 4,000,000 (four million) zlotys, which does not affect the Company in its business; ) expressing consent to make investment expenditure in a financial year of sums exceeding 4,000,000 (four million) zlotys resulting from individual transactions or series of related transactions; ) unless otherwise indicated in the following sections, expressing consent for the Company to sign or amend a contract or contracts with subsidiaries or affiliates; ) approving the Management Board's Regulations; ) expressing an opinion on the candidacy for Commercial Proxy presented by the Management Board; ) appointment of the statutory auditor authorised to examine financial statements; ) delegating members of the Supervisory Board from among its members to perform management functions, in the event of Members of management being suspended; 18) selection of a statutory auditor to audit agreements or draft agreements with affiliates and subsidiaries, or to which Companies of the Amica Group are party, whose value exceeds 2,000,000 EURO; ) establishing the number and composition of the Audit Committee mentioned in art. 86 section 1 of the Act of May 7th 2009 regarding independent auditors, entities authorised to audit financial reports and public supervision (Journal of Laws from 2009, No. 77, item 649) and adopting the Regulations of the Audit Committee, and also creating other committees and collective bodies - according to the opinion of the Supervisory Board, ) expressing consent to issue of bonds other than convertible bonds and bonds with pre-emptive rights" The Supervisory Board represents the Company in agreements and disputes with members of the Management Board, with the Chair or other member indicated by a resolution of the Supervisory Board signing for the Supervisory Board Supervisory Board resolutions regarding expressing consent for the actions mentioned in section 1 pt 3, 13, 16 and 18 above also require at least one of the Independent Members of the Supervisory Board to vote for them In the event of: a) agreements signed as part of the Company's ordinary statutory activity, in accordance with the general conditions of contracts, contractual regulations and price lists - at the Supervisory Board's request, the Management Board may express consent to sign agreements of this type, establishing the time for which consent is expressed, b) loan, additional payment, warranty and surety agreements signed between the Company and subsidiary or affiliated entities in the understanding of the Accounting Act - the Supervisory Board may 16 P a g e