ARTICLES OF ASSOCIATION OF LARQ S.A. (JOINT STOCK COMPANY)
§1
1. The Company shall operate under business name: LARQ Spółka Akcyjna
(a Joint Stock Company).
2. The Company may use its abbreviated name LARQ S.A.. The Company shall be seated
in Warsaw, Poland.
§2
1. The duration of the Company shall be unlimited.
2. The Company shall operate on the territory of the Republic of Poland and abroad.
GENERAL PROVISIONS
§3
1. The Company was established as a result of transformation of the legal form CAM
MEDIA Spółka z ograniczoną odpowiedzialnością (a limited liability company) with its
registered office in Warsaw into a Joint Stock Company.
2. The founders of the Company are the Partners of a Company operating under business
name CAM MEDIA Spółka z ograniczoną odpowiedzialnością (a limited liability
company), who joined the Transformed Joint Stock Company, that is: Paweł Orłowski,
Adam Michalewicz, Krzysztof Przybyłowski, Norbert Orłowski, Zbigniew Przybyłowski,
Kazimierz Michalewicz.
3. Whenever in the Articles of Association there is a mention of:
1) Associated Entity
it implies an associated entity within the meaning of the
Polish Accounting Act of 29 September 1994 /Journal of
Laws of 2002, No. 76 item 694 as amended/,
2) Independent Member
it implies a member of the Supervisory Board, who
meets the following criteria:
1) is not a member of the Management Board of the Company or a proxy
of the Company or of an entity associated with the Company and has not
been a member of the Management Board of the Company or a proxy of
the Company or of an entity associated with the Company within the past
five years,
2) is not an employee of the Company or of an entity associated with the
Company and has not been a senior employee of the Company or an
associated entity in the past three years. The term senior managerial
employees implies employees who are managers or directors of
organization units of the company directly subordinate to the
Management Board of the Company or to specific members of the
Management Board of the Company,
3) does not receive from the Company or from an entity associated with
the Company remuneration other than remuneration for fulfilling duties
in the Supervisory Board, including in particular remuneration for
participation in a options program or other result-based reward program,
4) is neither a shareholder holding Company shares constituting more
than 10% (ten percent) of the share capital of the Company, nor a person
related to such a shareholder. Person related to a shareholder implies (i)
a spouse, relatives by blood and relatives by affinity up to the second
degree (ii) joint stock companies, in which the shareholder is a member
of the management board, or in relation to which the shareholder is a
dominant entity within the meaning of Article 4 § 1 item 4), (iii)
partnerships, in which the Shareholder is a Partner or which (s)he is
entitled to represent,
5) currently does not or in course of the last year has not maintained any
significant business relationships with the Company or with an entity
associated with the Company, regardless whether directly or acting as a
partner, shareholder, or member of the Management Board, proxy or
senior manager in an entity maintaining such relationships with the
Company or with the entity associated with the Company. Significant
business relationships imply business relationships, the value of which
exceeds 5% (five percent) of the Company’s revenues generated in the
last financial year,
6) currently is not or in the last three years has not been a partner or an
employee of the current or former auditor of the Company,
7) is neither a member of the Management Board nor a proxy in a
company, in which a member of the Management Boar or a proxy of the
Company acts as a member of the Supervisory Board,
8) does not act as a member of the Supervisory Board for a period longer
than three terms of office,
9) is not a spouse, or a person remaining in actual cohabitation or an
immediate family member of a member of the Management Board, a
proxy or the persons stipulated in item 1)-8) above. An immediate family
member implies relatives by blood and relatives by affinity up to the
second degree.
3) Affiliated Entity
1) a person who is or in past 12 (twelve) months has been a shareholder holing
shares of the Company that entitle to exercise at least 5 % (five percent) votes
at the General Meeting,
2) a member of the supervisory board, management board, or a proxy of the
Company or of an entity, in which the Company holds stocks or shares
representing at least 50 % (fifty percent) of the share capital,
3) spouses of persons indicated in items 1) and 2) or a person remaining in
cohabitation with these persons, as well as ascendants and descendants,
siblings of persons specified in items 1) and 2), persons in adoption relations
with persons specified in items 1) and 2),
4) companies, in relation to which the persons specified in items 1) to 3) are
dominant entities in line with the meaning of Article 4 (1)(4) of the Code of
Commercial Companies.
OBJECTS OF THE COMPANY ACTIVITIES
§4
1. The objects of the Company’s economic activity, according to the Polish Classification of
Activity (PKD) include the following:
1) PKD 17.23.Z – Production of stationery
2) PKD 18.13.Z – Services connected with print preparation
3) PKD 18.12.Z – Other printing
4) PKD 58.11.Z – Publishing books
5) PKD 58.13.Z – Publishing newspapers
6) PKD 58.14.Z – Publishing magazines and periodicals
7) PKD 58.19.Z – Other publishing activity
8) PKD 59.11.Z – Production of films and video recordings and television programs
9) PKD 59. 12.Z – Production-related activity connected with films, video recordings
and television programs
10) PKD 59.20.Z – Audio and music recordings
11) PKD 63.99.Z – Other information-related services, not elsewhere classified
12) PKD 70.21.Z – Public relations and communication
13) PKD 70.22.Z – Other consultancy in the area of economic activity and management
14) PKD 73.11.Z – Advertising agencies’ activity
15) PKD 73.12.A – Agency in sale of time and place for advertising purposes in radio
and television,
16) PKD 73.12.B – Agency in sale of time and place for advertising purposes in printed
media
17) PKD 73.12.C – Agency in sale of time and place for advertising purposes in
electronic media (Internet)
18) PKD 73.12.D – Agency in sale of time and place for advertising purposes in other
media
19) PKD 73.20.Z – Market and opinion research
20) PKD 74.10.Z – Activity in the area of specialist design,
21) PKD 74.20.Z – Photographic activity,
22) PKD 74.90.Z – Other professional, scientific and technical activity, not elsewhere
classified,
23) PKD 77.40.Z – Lease of intellectual property and similar products, except of works
subject to copyright,
24) PKD 82.30.Z – Activity connected with organization of fairs, exhibitions and
congresses,
25) PKD 82.99.Z – Other auxiliary activity in the area of economic activity, not
elsewhere classified,
26) PKD 85.32.A – Technology
27) PKD 85.51.Z – Extracurricular forms of sport education and sport and recreational
classes,
28) PKD 85.52.Z – Extracurricular forms of artistic education,
29) PKD 85.59.B – Other extracurricular forms of education, not classified elsewhere,
30) PKD 85.60.Z – Activity auxiliary to education,
31) PKD 64.20.Z – Activity of financial holdings,
32) PKD 64.92.Z – Other forms of loan-making
33) PKD 66.19.Z – Other activity supporting financial services, except for insurance and
pension funds,
34) PKD 70.10.Z – Activity of head offices and holdings, other than financial holdings,
35) PKD 77.11 Z – Rental and lease of cars and vans,
36) PKD 77.33.Z – Rental and lease of office devices and machines, except for
computers,
37) PKD 77.39.Z – Rental and lease of other machines, devices, and material goods, not
elsewhere classified,
38) PKD 82.11.Z – Service activity related to office administration,
39) PKD 82 19.Z – Photocopying, documents processing, and other specialized activity
supporting office administration.
2. Change in the objects is concluded without redemption of shares of shareholders, who do
not agree to the change, provided that the resolution of the General Meeting is passed by
majority of two thirds of votes in the presence of persons representing at least half of the
share capital.
SHARE CAPITAL. RIGHTS AND RESPONSIBILITIES OF THE SHAREHOLDERS
§5
1. The Company’s share capital is PLN 733,450 (seven hundred thirty-three thousand four
hundred fifty zloty) and is divided into 7,334,500 (seven million three hundred thirty-three
thousand and five hundred shares, each with the nominal value of PLN 0.10 (ten grosze),
including
1) 975,000 (say: nine hundred and seventy five thousand) ordinary A series bearer
shares;
2) 1,225,500 (say: one million two hundred and twenty five thousand five
hundred) ordinary B series bearer shares;
3) 3,000,000 (say: three million) registered C series preference shares;
4) 84,000 (say: eighty four thousand) ordinary D series bearer shares;
5) 2,000,000 (say: two million) ordinary E series bearer shares;
6) 50,000 (say: fifty thousand) F-series ordinary bearer shares.
2. Preference of C series registered shares implies that there are two votes at the
General Meeting per each such share.
3. A, B, C and D series shares have been covered in full in the process of transforming the
legal form of the company referred to in § 1 item 1, prior to registration of the Company
in the Register of Entrepreneurs.
4. On the basis of the Resolution of the Extraordinary General Meeting of the Company,
dated 31 August 2015, Number 17/15, on the conditional increase of share capital through
the issue of series F shares, depriving existing shareholders' pre-emptive rights of series F
shares and on amendments to the Articles of Association, the share capital of the
Company has been conditionally increased by no more than 37,500 zł (say: thirty seven
thousand five hundred zlotys) by issuing no more than 375,000 (say: three hundred and
seventy-five thousand) bearer series F with a nominal value of 0.10 zł (ten groszy ) each ii
total nominal value of no more than 37,500 zł (say: thirty seven thousand five hundred
zlotys). The conditional share capital increase was made in order to grant rights to
subscribe for series F shares by holders of subscription warrants of series A, B and C issued
pursuant to a resolution of the Extraordinary General Meeting of the Company, dated 31
August 2015, Number 16/15, on the issue of subscription warrants of series A, B and C with
the right to subscribe for series F shares and deprive existing shareholders of pre-emptive
rights of subscription warrants of series A, B and C in the incentive program for the
management of the Company.
5. Pursuant to resolution no. 24/16 of the Company’s Annual Meeting of Shareholders from
31 May 2016 on the conditional increase of the share capital by way of issuing G-series
shares, on the waiver of existing shareholders’ pre-emptive right to G-series shares and on
amendments to the Company’s Articles of Association, the Company’s share capital was
conditionally increased with an amount not exceeding PLN 30,000 (thirty thousand zloty)
by the issuance of not more than 300,000 (three hundred thousand) G-series bearer
shares, each with the nominal value of PLN 0.10 (ten grosze), the total nominal value of
which does not exceed PLN 30,000 (thirty thousand zloty). The conditional increase of the
Company’s share capital was effected in order to award the right to take up G-series
shares by the holders of D-series subscription warrants (designated with numbers 1, 2 and
3), which were issued pursuant to resolution no. 23/16 of the Company’s Annual Meeting
of Shareholders from 31 May 2016 on the issue of D-series subscription warrants carrying
the right to take up G-series shares and on the waiver of existing shareholders’ right to
acquire D-series subscription warrants in connection with an incentive scheme for the
Company’s executives.
§ 5a
1. The Management Bard is entitled to increase the share capital of the Company through the
issue of New shares of total nominal value not exceeding PLN 546,337.50 (say: five hundred forty six
thousand three hundred and thirty seven zlotys, and 50/100), through one or several increases of the
share capital within the limits specified above (statutory capital). The Management Board may issue
shares within the framework of the statutory capital in exchange for cash or non-cash contributions.
The Management Board’s entitlement to increase the share capital and to issue new shares within the
framework of the statutory capital shall expire after three (3) years after the date when the statutory
capital is entered into the Register of Entrepreneurs, however never later than on 31 July 2017.
2. Subject to item 3 below, unless the provisions of the Code of Commercial Companies
stipulate otherwise, the management board decides in all matters connected with the
increase of share capital within the framework of the statutory capital, and the
Management Board is in particular authorized to:
1) conclude investment underwriting or commitment underwriting agreements or
other agreements used as collateral of successful issue of shares,
2) passing resolutions and undertaking other actions in the matter of dematerialization
of
shares and concluding agreements with Krajowy Depozyt Papierów Wartościowych
S.A. (The
National Depository for Securities) for registration of shares,
3) passing resolutions and undertaking other actions in the matter of issue of shares
through private subscription or public offering respectively, or applying for listing of
shares on the regulated market.
3. The Resolutions of the management Board in the matter of determining the issue price for
shares within the framework of the statutory capital or issuing shares in exchange for noncash contributions require a prior consent of the Supervisory Board. The share issue price
within the framework of the statutory capital cannot be lower than the average market
price in the last six months preceding the date on which the resolution in that matter was
passed.
4. The Management Board is entitled to exclude the pre-emptive right of current
shareholders. The resolution of the Management Board in that matter requires a prior
consent of the Supervisory Board.
§6
1. Conversion of bearer shares into registered shares is excluded.
2. Subject to item 4, the conversion of registered shares into bearer shares can be conducted
upon request of the shareholder, upon consent of the Management Board of the Company
expressed by virtue of a resolution.
3. The resolution of the Management Board mentioned in item 2, should be passed within 14
(fourteen) days as of the submission date of a written request for conversion of shares to
the Management Board. The request should specify the number of registered shares
covered by the request for conversion, complete with indication of their reference
numbers. In case of conversion of registered shares into bearer shares, the Management
Board shall include an item referring to amending the Articles of Association with respect
to the number of registered shares to the agenda of the next General Meeting.
4. Conversion of registered D series shares into bearer shares is excluded until 15 July 2010
(fifteenth of July two thousand and ten).
5. Until 15 July 2010 (fifteenth of July two thousand and ten) the registered D series shares can
be disposed only to the Company, in order to redeem them or for other legally admissible purpose.
§7
1. Shares of the Company can be redeemed upon consent of the Shareholder through
purchase of shares by the Company (voluntary redemption).
2. Detailed conditions and the mode of share redemption shall be specified in a resolution of
the General Meeting for each case separately, subject to § 6 item 5.
§8
Pursuant to a resolution of the General Meeting, the Company may issue bonds, including
bonds convertible for Company’s shares or senior bonds.
COMPANY AUTHORITIES
§9
The following are the Company authorities:
1) The Management Board,
2) The Supervisory Board,
3) The General Meeting.
The Management Board
§ 10
1. The Management Board of the Company comprises 1 (one) to 4 (four) persons,
including the President of the Management Board, and – if the Management Board
has more than one member – also Deputy President(s) of the Management Board,
who are appointed and dismissed by the Supervisory Board provided that the
members of the first Management Board are to be appointed during the process of
changing the Company’s legal form.
2. The term of office of the Management Board is joint and lasts 3 (three) years.
§ 11
1. The Management Board of the Company manages the Company operations and represents
it externally.
2. Two members of the Management Board acting jointly or one member of the Management
Board acting jointly with a proxy are entitled to represent the Company.
§ 12
1. The President of the Management Board handles the works of the Management Board, and
in particular coordinates, supervises and organizes the work of members of the
Management Board, as well as calls for and presides over the meetings of the Management
Board. In case of tie of votes at the meeting of the Management Board, the vote of the
President of the Management Board shall be prevailing.
2. The mode of works of the Management Board is specified in the Regulations for the
Management Board passed by the Management Board and approved by the Supervisory
Board.
§ 13
In the agreements concluded between the Company and the members of the Management
Board and in disputes between them, the Company shall be represented by the Supervisory
Board or a proxy indicated in the resolution of the General Meeting. Agreements, including
employment contracts with members of the Management Board shall be signed on behalf of
the Supervisory Board by its Chairperson or by a member of the Supervisory Board specified
in a resolution – upon a previous approval of the contents of such agreements and contracts
by virtue of a resolution of the Supervisory Board.
1.
2.
3.
4.
5.
6.
7.
The Supervisory Board
§ 14
The Supervisory Board is composed of 5 (five) or 7 (seven) members appointed for a
joint term of office lasting 4 (four) years, however with a reservation that as of the day
of Company’s shares introduction to trading on the regulated market the Supervisory
Board shall be composed of from three to five persons.
The Supervisory Board is appointed and recalled by the General Meeting, however in
case of the first term of office the Supervisory Board its members shall be elected
under the process of transforming the legal form of the Company. When electing
members of the Supervisory Board, the General Meeting appoints the Chairperson of
the Supervisory Board.
For each term of office the number of members of the Supervisory Board shall be
separately determined by the General Meeting. The General Meeting may change the
number of members of the Supervisory Board in course of its term of office, however
only in connection with implementing changes to the composition of the Supervisory
Board in course of its term of office.
The Supervisory Board elects out of its makeup the Deputy Chairperson of the
Supervisory Board and the Secretary to the Supervisory Board at the first session of a
new term of office.
The first session of the newly elected Supervisory Board can be called for by any of its
members.
In course of the term of office of the Supervisory Board, the General Meeting can recall
the Chairperson of the Management Board, his/her Deputy or the Secretary to the
Supervisory Board from their positions, however keeping these persons in the makeup
of the Supervisory Board at the same time appointing other persons for these
positions.
Every member of the Supervisory Board can be elected for further terms of office.
A member of the Supervisory Board can at any time tender his/her resignation from
being a member of the Supervisory Board. The resignation is tendered to the
Management Board in writing.
§ 15
1. The Supervisory Board is acting on the basis of regulations it passed and approved by the
General Meeting, which specify in detail the mode of Supervisory Board’s operation.
2. Sessions of the Supervisory Board are called for when needed, however not less often than
once every three months. The Management Board or a member of the Supervisory Board
can request a call for a Supervisory Board, by submitting a proposed agenda. The
Chairperson of the Supervisory Board, and in case of his/her absence or contact difficulty,
the Deputy of the Chairperson, calls for a session within two weeks since the day of
receiving the request.
3. Resolutions of the Supervisory Board are passed by virtue of absolute majority of votes in
the presence of at least half of the members of the Supervisory Board. In case of a tie, the
Chairperson of the Supervisory Board has a casting vote.
4. Session of the Supervisory Board can take place without a formal call, if all members express
their consent thereto on the day of the session at the latest and confirm this in a letter or
sign the record of attendance. Resolutions in the subject not included in the agenda cannot
be passed, unless all members of the Supervisory Board are present at the session and none
of those present objects in this matter or when it is necessary for the Supervisory Board to
undertake specific actions that would protect the Company against damage, as well as in
case of a resolution, which shall determine whether there is a conflict of interests between
a member of the Supervisory Board and the Company.
5. Members of the Supervisory Board can take part in passing resolutions of the Supervisory
Board, by casting their votes in writing, through another member of the Supervisory Board.
Casting votes in writing cannot refer to matters included to the agenda in course of the
session of the Supervisory Board.
6. Members of the Supervisory Board can pass resolutions in writing or with the use of means
of direct remote communication. A resolution is binding when all members were informed
about the contents of such draft resolution.
7. The Management Board of the Company has the right to participate in sessions of the
Supervisory Board, unless the Supervisory Board decides otherwise by virtue of a
resolution. Also other persons invited by the Chairperson of the Supervisory Board can
participate in sessions of the Supervisory Board.
§ 16
1. Supervisory Board supervises the operations of the Company.
2. Apart from other duties listed in the commercial companies code and the Articles, the
Supervisory
Board’s competence covers:
1) Assessment of Company’s operations and requests of the Management Board
referring to
distribution of profits and coverage of losses,
2) Submitting annual reports on the outcome of such audits and evaluation of
company’s standing to the General Meeting,
3) Appointing and recalling members of the Management Board,
4) Representing the Company when concluding agreements between the Company
and members of the Management Board, making declarations of intent related to such
agreements and representing the Company in disputes with members of the
Management Board; the Supervisory Board may authorize the Chairperson of the
Supervisory Board or his/her Deputy to conclude the aforementioned agreements and
to make declarations of intent connected with such agreements on behalf of the
Company,
5) Approving the Regulations for the Management Board,
6) Approving annual financial plans of the Company,
7) Expressing consent to purchase and sale of real estate, perpetual usufruct or share
in real estate by the Company,
8) Considering and issuing opinions in matters to be the subject of resolutions of the
General
Meeting,
9) Determining the principles of remuneration for the members of the Management
Board,
10) Selecting a statutory auditor to perform the audit of the Company’s financial
statements,
11) Subject to item 4), expressing consent to concluding agreements with an Affiliated
Entity.
12) Expressing consent to exclude the pre-emptive right in relation to shares issued in
case of
increase of the share capital within the framework of the statutory capital, pursuant
to § 5a above, by the current shareholders,
13) Expressing consent for the Management Board to set the issue price of shares, in
case of
increasing the share capital within the framework of the statutory capital, pursuant to
§ 5a above,
14) Expressing consent for issuing shares in exchange for non-cash contributions, in
case of increasing the share capital within the framework of the statutory capital,
pursuant to § 5a above.
3. Passing a resolution mentioned in item 2 point 11), as well as passing a resolution on
remuneration of the Management Board members or proxies on any other grounds than
remuneration resulting from the employment contract or any other agreement, on the
basis of which a member of the Management Board or a proxy works for the Company,
requires voting for passing such resolution by at least one Independent Member. This
provision shall be binding as of the introduction of any Independent Members to the
composition of the Supervisory Board.
4. At least one Independent Member should be appointed for the Supervisory Board in course
of the session of the first Ordinary General Meeting occurring following the date of
introduction of the Company shares to trading on the regulated market, at the latest.
5. Resolutions of the Supervisory Board on recalling a member of the Management Board from
the Management Board or suspending a member of the Management Board due to
essential reasons, shall be passed by majority of 4/5 (four fifth) votes (in case of a
Supervisory Board composed of five members) or 5/7 (five/seventh) votes (in case of a
Supervisory Board composed of seven members) or 2/3 (two thirds) votes (in case of a
Supervisory Board composed of three members) or 3/4 (three fourth) votes (in case of a
Supervisory Board composed of four members), in the presence of all members of the
Supervisory Board.
§ 17
1. Remuneration for members of the Supervisory Board, including the member of the
Supervisory Board entrusted by the Management Board with control functions, shall be
determined by the General Meeting.
2. A member of the Supervisory Board delegated to temporarily perform the duties of a
member of the Management Board shall receive remuneration in the amount anticipated
for a member of the Management Board, whose responsibilities (s)he fulfils pursuant to
the delegation by the Supervisory Board.
General Meeting
§ 18
1. General Assemblies are held in the registered office of the Company.
2. General Meeting is called for in line with provisions of law. General Meeting can be
cancelled if its organization encounters extraordinary obstacles (Force Majeure) or is
obviously unsubstantiated. Cancellation shall be completed in the same way as the calling,
no later than within three weeks prior to the originally scheduled date. Cancellation of a
General Meeting, agenda of which contains matters included upon request of authorized
persons or bodies is only possible upon consent of the requesting parties.
3. Rescheduling of the Meeting shall be executed in the same mode as its cancellation,
irrespective of whether its proposed agenda has been altered or not.
4. The resolutions in the matter of removing specific issues from the agenda, as well as the
resolutions on refraining from consideration of specific matters included in the agenda,
require a detailed justification and consent of all present shareholders, upon whose
request a specific matter had been included in the agenda. The resolutions in the matters
mentioned in the previous sentence shall be passed by a majority of . (three fourth) votes.
5. It is banned to grant a voting right attached to shares to a pledge or share user.
§ 19
1. The General Meeting shall pass its Regulations, specifying in detail the mode of conducting
sessions.
2. The General Meeting is opened by the Chairperson of the Supervisory Board or a person
appointed by him/her. Should the Chairperson of the Supervisory Board not be present at
the General Meeting or fail to appoint a person responsible for its opening, the Meeting
shall be opened by the President of the Management Board or a person appointed by
him/her, and in case of absence of the abovementioned persons – by a Shareholder or by
a person representing the Shareholder holding the highest percentage share in the share
capital of the Company, present at the General Meeting.
§ 20
1. Except for other matters specified under provisions of law and these Articles of Association,
the competences of the General Meeting include passing resolutions in the following
matters:
1) distribution of profit or coverage of loss,
2) generating and cancelling reserve capitals, special funds and determining their
designation,
3) appointing and recalling members of the Supervisory Board of the Company,
4) appointing and recalling liquidators,
5) determining remuneration for members of the Company Supervisory Board,
6) approving regulations for the Supervisory Board,
7) passing regulations on General Meeting proceedings,
8) introducing shares of the Company to trading on the regulated market.
2. Purchase and sale of real estate, perpetual usufruct or share in real estate by the Company
does not require a separate resolution of the General Meeting.
3. Resolutions of the General Meeting are passed by virtue of an absolute majority of votes,
unless the regulations of law or the provisions of these Articles of Association stipulate
otherwise.
4. A resolution of the General Meeting in the matter of recalling a Member of the Supervisory
Board or his/her suspension, being passed pursuant to Article 368 § 4 second sentence of
the Code of Commercial Companies, requires a majority of 2/3 (two thirds) votes.
COMPANY MANAGEMENT, COMPANY ACCOUNTING
§ 21
1. The company shall generate supplementary capital to cover balance sheet losses. 8 % (eight
percent) of net annual profit shall be transferred to the supplementary capital, until this
capital amounts to at least 1/3 (one third) of the share capital.
2. The General Meeting can make a decision on generating other capitals for coverage of
special losses or expenditures (reserve capital).
3. The General Meeting determines the way in which reserve capital is used.
4. General Meeting can exclude the profit generated by the Company and allocate it to
supplementary capital, reserve capital or other special purpose funds or to other admissible
purpose.
§ 22
1. Calendar year shall be the financial year of the Company, however the first financial year
ends on 31 December 2007.
2. The Company is obliged to provide the Shareholders with the annual financial statement of
the Company, the report of the Management Board from Company’s operations, as well as
statutory auditor opinions and report, complete with a report of the Supervisory Board
containing the outcome of financial statement and the report of the Management Board
from Company’s operations evaluation; 15 (fifteen) days prior to the date of the Ordinary
General Meeting at the latest. The aforementioned documents shall be made available to
the Shareholder and laid out for inspection in the registered office of the Company.
3. The Management Board is authorized upon consent of the Supervisory Board to issue an
advance payment to the Shareholders, credited to the dividend anticipated at the end of
the financial year, provided that the Company possesses sufficient resources to execute
such payment.
FINAL PROVISIONS
§ 23
To all matters not regulated herein appropriate provisions of the Code of Commercial
Companies and other provisions of law in force in this area shall apply.