ARTICLES OF ASSOCIATION
of BUDOPOL-WROCŁAW S.A.
 
Consolidated text
 
ARTICLES OF ASSOCIATION OF THE JOINT-STOCK COMPANY
BUDOPOL-WROCŁAW S.A. with its registered office in Wrocław
PART I
ARTICLES OF ASSOCIATION

I. GENERAL PROVISIONS

§ 1

 The Company’s name is BUDOPOL-WROCŁAW Spółka Akcyjna. The Company may use the abbreviated name BUDOPOL-WROCŁAW S.A. and its equivalents in foreign languages.

§ 2

 The Company’s registered office is in Wrocław.

§ 3 

The Company shall operate in the Republic of Poland and abroad.

§ 4

 The Company shall operate pursuant to the Code of Commercial Companies and other applicable legal regulations.

 § 5

The Company’s duration shall be indefinite.

II. THE COMPANY’S OBJECTS

§ 6 

The Company’s objects according to the Polish Classification of Economic Activities (PKD) include:

1) 41.20.Z Construction of residential and non-residential buildings.
2) 42.11.Z Construction of roads and motorways.
3) 42.12.Z Construction of railways and underground railways.
4) 42.13.Z Construction of bridges and tunnels.
5) 42.21.Z Construction of transmission pipelines and distribution networks.
6) 42.91.Z Construction of water projects.
7) 42.99.Z Construction of other civil engineering projects n.e.c.
8) 43.11.Z Demolition.
9) 43.12.Z Site preparation.
10) 43.21.Z Electrical installation.
11) 43.22.Z Plumbing, heat, gas and air-conditioning installation.
12) 43.29.Z Other construction installation.
13) 43.31.Z Plastering.
14) 43.32.Z Joinery installation.
15) 43.33.Z Floor and wall covering.
16) 43.34.Z Painting and glazing.
17) 43.39.Z Other building completion and finishing.
18) 43.91.Z Roofing activities.
19) 43.99.Z Other specialised construction activities n.e.c.
20) 23.61.Z Manufacture of concrete products for construction purposes.
21) 23.62.Z Manufacture of plaster products for construction purposes.
22) 25.11.Z Manufacture of metal structures and parts of structures.
23) 25.12.Z Manufacture of doors and windows of metal.
24) 33.11.Z Repair of fabricated metal products.
25) 52.10.A Warehousing and storage – gaseous fuels.
26) 52.10.B Warehousing and storage – other.
27) 68.20.Z Renting and operating of own or leased real estate.
28) 71.11.Z Architectural activities.
29) 71.12.Z Engineering activities and related technical consultancy.
30) 77.32.Z Renting and leasing of construction and civil engineering machinery and equipment.
31) 77.39.Z Renting and leasing of other machinery, equipment and tangible goods n.e.c.
32) 64.20.Z Activities of financial holding companies.
33) 70.10.Z Activities of head offices and holding companies, except financial holdings.
34) 64.92.Z Other credit granting.

§ 7

 The Company shall operate in and outside of Poland. In particular, the Company may establish branch offices, representative offices and agencies in Poland and abroad.

§ 8

 The Company may establish and hold interest in Polish and foreign entities, and participate in Polish and foreign business organisations.

 III. SHARE CAPITAL

 § 9

1. The Company’s equity consists of share capital and reserve capital.
2. The Company’s share capital amounts to PLN 52,000,000.00 (in words: fifty two million PLN) and is divided into 52,000,000 (fifty two million) bearer shares of the nominal value PLN 1.00 (one PLN) per share, of which:
   • 100,000 (one hundred thousand) series A shares – 1st issue,
   • 1.400.000 (one million four hundred thousand) shares – 2nd issue, of which:
   • 700,000 (seven hundred thousand) series B shares and 700,000 (seven hundred thousand) series C shares,
   • 1,500,000 (one million five hundred thousand) series D shares – 3rd issue,
   • 1,500,000 (one million five hundred thousand) series E shares – 4th issue,
   • 7,500,000 (seven million five hundred thousand) series F shares – 5th issue,
   • 1,000,000 (one million) series G shares – 6th issue,
   • 13,000,000 (thirteen million) series H shares – 7th issue,
   • 26,000,000 (twenty six million) series I shares – 8th issue.
     All shares are bearer shares.
3. Shares may be issued in the form of single- or multiple-share certificates.
4. Founding Shareholders shall take over their interests before the Company’s registration, upon payment of a cash consideration equal to the total value of shares. Other Shareholders shall take over their interest upon payment of the entire amount due.
5. Share capital may be increased by way of issue of new shares or increase in the nominal value of existing shares.
   The Company’s share capital may be increased by the Company on the basis of its reserves (transfers from profit or reserve capital).
6. Shares may be redeemed upon consent of the Shareholder on the basis of net profit, in accordance with the regulations on share capital reductions.
7. To this end, shares are bought back by the Company from the market or from Shareholders at a price determined by the Management Board based on the amount earmarked for this purpose and the number of shares to be bought back, as defined by the General Shareholders’ Meeting.
8. Shares shall be redeemed at a date determined by the General Shareholders’ Meeting.

§ 9a

 The Company's share capital shall be conditionally increased by no more than PLN 1,200,000.00 (in words: one million two hundred thousand PLN) ordinary bearer shares, of which:

• no more than 600,000 (six hundred thousand) series J ordinary bearer shares of the nominal value PLN 1.00 (one PLN) per share, to be taken over on terms defined in Resolution No. 2/12/2009 of the Extraordinary General Shareholders’ Meeting of 17 December 2009 by holders of series A subscription warrants issued under Resolution No. 4/12/2009 of the Extraordinary General Shareholders’ Meeting of 17 December 2009,
• no more than 600,000 (six hundred thousand) series K ordinary bearer shares of the nominal value PLN 1.00 (one PLN) per share, to be taken over on terms defined in Resolution No. 3/12/2009 of the Extraordinary General Shareholders’ Meeting of 17 December 2009 by holders of series B subscription warrants issued under Resolution No. 5/12/2009 of the Extraordinary General Shareholders’ Meeting of 17 December 2009.
   

 IV. THE COMPANY’S AUTHORITIES

§ 11

The Company’s authorities shall include:
a) Management Board
b) Supervisory Board
c) General Shareholders’ Meeting

MANAGEMENT BOARD

§ 12

1. The Company’s Management Board shall manage the Company’s assets and represent the Company in court and in contacts with authorities and third parties.
2. The Management Board shall manage the Company’s assets and perform its duties with due diligence, as required for business transactions, in accordance with the applicable laws, the Company’s Articles of Association, and Resolutions of the General Shareholders’ Meeting and the Supervisory Board.
3. The Management Board shall consist of one to five members appointed and removed from office by the Supervisory Board.
4. The Management Board’s term of office shall be three years, except for the first Management Board whose term of office shall be two years.
5. Resolutions of the Management Board shall be adopted by majority vote. In the event of an equal vote, the President of the Management Board shall have the casting vote.
6. Members of the Management Board may be recalled from office at any time by the Supervisory Board for justified reasons. The removal shall not preclude any claims of the Management Board members under their respective contracts of employment.

§ 13

 The Management Board shall appoint the Company’s authorised representatives upon approval by the Supervisory Board. In addition, the Management Board may authorise other persons to perform specific tasks.

§ 14

The following persons shall be authorised to represent the Company, make statements of will, and sign documents for and on behalf of the Company:
1) two members of the Management Board acting jointly,
2) one member of the Management Board and the Company’s authorised representative acting jointly,
3) two authorised representatives acting jointly.
 
The specific principles of the Management Board’s operation shall be laid down in the Management Board Bylaws approved by the Supervisory Board.
 

SUPERVISORY BOARD

§ 16

1. The Supervisory Board shall consist of five to seven members appointed for a joint term of office of three years.
2. Members of the Supervisory Board may be recalled from office at any time, in accordance with the procedure applied to their appointment. Each member of the Supervisory Board may resign from office without giving reasons.
3. Resolutions of the Supervisory Board shall be adopted by absolute majority vote. In the event of an equal vote, the Chairperson shall have the casting vote. Resolutions of the Supervisory Board may be adopted in writing or using means of direct remote communication only if draft resolutions are made available in advance to all members of the Supervisory Board.
4. The Supervisory Board shall appoint and recall members of the Management Board.
5. In order to perform its duties, the Supervisory Board shall be entitled to review the Company’s documents and request for reports and explanations from the Management Board and the Company’s employees.
6. The Supervisory Board performs on-going supervision of Company’s activities. In particular, the task of the Supervisory Board is to:
   a) examine the Balance Sheet and Income Statement for compliance with the underlying accounts and for their accuracy, as well as the Management’s Discussion and Analysis,
   b) analyse and present opinion on the Management Board’s proposed distribution of profits, sources and methods of coverage of losses, and amounts of write-offs to the Company’s earmarked (special-purpose) funds,
   c) approve the Management Board Bylaws,
   d) sign agreements with the Management Board, define the amount of remuneration and bonuses paid to the President and members of the Management Board, and exercise the rights arising from the contract of employment in respect of members of the Management Board and on behalf of the Company, save for matters reserved for decision by the General Shareholders’ Meeting,
   e) suspend individual or all members of the Management Board (including the President) for justified reasons, and delegate members of the Supervisory Board to perform duties of the Management Board members on a temporary basis, if Management Board members are unable to perform their duties,
   f) present opinion on the amendments to the Company’s Articles of Association and other matters to be decided by the General Shareholders’ Meeting,
   g) determine the consolidated text of the Company's amended Articles of Association and introduce other editorial amendments thereto, pursuant to a resolution of the General Shareholders’ Meeting.
7. In the case of a member’s death, resignation, or dismissal from office, the Supervisory Board may appoint another member in his/her stead. Any such appointment must gain approval of the next General Shareholders' Meeting.
8. Members of the Supervisory Board shall receive remuneration determined by the General Shareholders’ Meeting.
9. The specific scope of the Supervisory Board’s work is defined in its Bylaws approved by the General Shareholders’ Meeting.
10. The Supervisory Board shall select a statutory auditor to examine the Company’s financial statements.
11. The Supervisory Board shall approve any purchase or sale of property, perpetual usufruct rights, or interest in any property.
12.  Candidates for the Company’s authorised representatives must be approved by the Supervisory Board.

 
GENERAL SHAREHOLDERS’ MEETING

§17

1. A General Meeting may be either Annual or Extraordinary.
2. Annual General Meetings shall be convened by the Management Board and held no later than on 30 June every year.
3. Extraordinary General Meetings shall be convened by the Management Board on its own initiative, or upon request of any Shareholder(s) representing at least 1/20 of the Company's share capital, or upon a written request of the Company’s Supervisory Board.
4. The Supervisory Board shall have the right to convene an Annual General Meeting if the Meeting is not convened by the Management Board by the date referred to in par. 2 hereof. The Supervisory Board shall have the right to convene an Extraordinary General Meeting if the Board deems it necessary.
5. An Extraordinary General Meeting may be convened by Shareholders representing at least 50% of the Company’s share capital or total vote.

§ 18

 The General Shareholders’ Meeting shall take decision on the following matters:

1. examination and approval of the financial statements and Management’s Discussion and Analysis for the previous financial year,
2. discharging members of the Company’s bodies for the performance of their duties,
3. examination and approval of the Supervisory Board’s report,
4. adoption of resolutions on the distribution of profits, coverage of losses, and amounts of write-offs to the Company’s earmarked (special-purpose) funds and amount of dividends,
5. any claims to make good any damage suffered during the formation of the Company or caused by any actions related to Company’s management or supervision,
6. adoption of resolutions on any transfer or lease of the Company’s enterprise and establishment of any usufruct thereon,
7. business combination or liquidation of the Company, as well as appointment of a liquidator,
8. adoption of resolutions on any issue of convertible bonds, bonds with pre-emptive rights, and subscription warrants,
9. appointment and removal of Supervisory Board members,
10.  adoption of resolutions on the amendments of the Company’s Articles of Association, including any increase or reduction of its share capital,
11.  change of the Company’s objects,
12.  adoption of Bylaws of the General Shareholders’ Meeting to be published on the Company’s website,
13.  determining the amount of remuneration of Supervisory Board members,
14.  adoption of any other resolutions referred to in the Code of Commercial Companies, and resolving any matters upon request of Shareholders, Supervisory Board, or Management Board.

§ 19

Matters to be discussed by the General Meeting shall be presented in advance to the Supervisory Board for review.

§ 20

 Resolutions of the General Shareholders’ Meeting shall be adopted by simple majority vote, irrespective of the number of shares represented at the Meeting, unless otherwise provided for in the Code of Commercial Companies.

§ 20a

The Company may issue bonds, including convertible bonds and bonds with pre-emptive rights to shares issued by the Company.
 
 V. THE COMPANY’S ACCOUNTING AND FINANCE

§ 21

1. The Company shall establish:
   a) share capital
   b) reserve capital
   c) other reserves and funds, including development, social benefits, and business risk funds.
2. The specific rules of use of these funds shall be laid down in the applicable regulations adopted by the Supervisory Board.

§ 22

 The Company’s net annual profit (clear profit) equals earnings less any regulatory liabilities.

§ 23

1. In particular, the Company’s net profit may be appropriated for:
   a) transfers to reserve capital,
   b) investments,
   c) write-offs to special funds,
   d) dividends,
   e) other purposes defined in a resolution of a General Meeting.
2. The General Shareholders’ Meeting shall determine and announce the dividend record date and dividend payment date. Payment of dividends should start no later than within two months from the respective resolution on the distribution of profits.
    
   

§ 24

1. The Company’s financial year is equal to the calendar year. Within four months after year end, the Management Board shall prepare and submit to the Supervisory Board the Company’s financial statements for the previous financial year, as well as the Management Board’s report on the Company’s activities in this period (Management’s Discussion and Analysis).
2. The Company’s Balance Sheet, financial statements, and Management’s Discussion and Analysis shall be examined by the Supervisory Board and approved by the General Shareholders’ Meeting.
3. The Company first financial year shall start on the registration date and shall end on 31 December 1994.
    

VI. MISCELLANEOUS PROVISIONS

§ 25

 The Company’s internal organisational structure shall be defined in the Rules of Organisation adopted by the Management Board.

§ 26

 Provisions of the Code of Commercial Companies and resolutions of the General Shareholders’ Meeting shall apply to any matters not provided for herein.

§ 27

 Any notices from the Company shall be published in the official gazette Monitor Sądowy i Gospodarczy.