I. GENERAL PROVISIONS
Article 1.
The Company shall operate under the name ZAKŁADY MAGNEZYTOWE “ROPCZYCE” Spółka Akcyjna. The Company may use the abbreviation ZMR SA and the equivalent thereof in foreign languages.
Article 2.
The Company shall be based in Warszawa .
Article 3.
3.1. The Company was established by the State Treasury.
3.2. The Company was established as a result of transformation of state-owned Zakłady Magnezytowe in Ropczyce based in Ropczyce.
Article 4.
4. The Company shall operate under the Act of 15 September 2000 – the Commercial Companies Code (Dziennik Ustaw [Journal of Laws] No. 94 of 2000 item 1037) and other relevant laws.
Article 5.
5.1. The Company shall operate in and outside the territory of the Republic of Poland.
5.2. The Company may set up branches in and outside the territory of the Republic of Poland.
Article 6.
6. The duration of the Company shall be unlimited.
II. OBJECTS OF THE COMPANY
Article 7.
7. The Company’s objects shall be:
Manufacture of refractory products – 23.20.Z.,
The Company’s another objects shall be:
Research and experimental development on natural sciences and engineering – 72.19.Z,
Specialist designing activities 74.10.Z,
Other professional, scientific and engineering activities, not classified elsewhere – 74.90.Z,
Manufacture of electric energy – 35.11.Z,
Transfer of electric energy – 35.12.Z,
Distribution of electric energy – 35.13.Z,
Commerce of electric energy – 35.13.Z,
Production and supply of steam, hot water and air for air conditioning systems – 35.30.Z,
Recycling of raw materials from separated materials – 38.32.Z,
Works related to construction of other civil engineering facilities, n.e.c – 42.99.Z.,
Agents involved in the sale of a variety of goods – 46.19.Z.,
Freight transport by road – 49.41.Z.,
Warehousing and storage of other goods – 52.10.B.,
Service activities incidental to land transportation – 52.21.Z.,
Other financial services activities, not classified elsewhere, excluding insurance and pension funds – 64.99.Z,
Property dealing on one’s own – 68.10.Z,
Renting and managing one’s own properties and leased ones – 68.20.Z,
Property management by other parties orders 68.32.Z,
Accounting servicing; tax advisory 69.20.Z
Other kinds of consultancy on business activities and management 70.22.Z,
Activities related to engineering and technical consultancy related to – 71.12.Z,
Other technical research and analyses – 71.20.B.,
Lease and rent of other machines, units and properties, not classified elsewhere – 77.39.Z,
Other activities related to employees sharing – 78.30.Z”.
III. COMPANY EQUITY
Article 8.
8.1. The Company shall establish the following capitals and funds:
1) share capital,
2) supplementary capital,
3) reserve capital,
4) other capitals and funds provided for by the law.
8.2. The use of capitals shall be determined by the General Meeting of Shareholders, however, a portion of the supplementary capital in the amount of one third of the share capital may be used solely to cover balance sheet losses.
8.3. The share capital may be raised by virtue of a resolution of the General Meeting of Shareholders. Capital may be raised by way of issuing new shares or increasing a par value of shares.
8.4. The General Meeting of Shareholders may pass a resolution on transferring the entire capital or any part thereof between particular capitals and funds, in particular it may pass a resolution on transferring certain amounts from the supplementary capital, the reserve capital or special funds to the share capital in order to cover an increase of the share capital. The foregoing shall not breach the provisions on the lowest amount of the share capital as well as methods and manner of reducing it.
Article 9.
9.1. The share capital of the Company shall amount to PLN 17.531.585 (seventeen million five hundred thirty one thousand and five hundred eighty five zloty) and it shall be divided into:
-1.368.660 (one million three hundred and sixty-eight thousand six hundred and sixty) A series ordinary bearer shares with numbers A 0000001 up to A 1368660, with a par value of PLN 2.5 (two zloty and fifty groszy) each,
– 2.737.320 (two million seven hundred thirty-seven three hundred and twenty) B series ordinary bearer shares with numbers B 0000001 up to B 2737320, with a par value of PLN 2.50 (two zloty and fifty groszy) each,
– 500.000 (five thousand) C series ordinary bearer shares with numbers C 0000001 up to C 500000, with a par value of PLN 2.5 (two zloty and fifty groszy) each,
– 460.137 (four hundred sixty thousand, one hundred and thirty seven) ordinary bearer shares of series D of the numbers D 000001 up to the number D 460137, of the face value equaling 2,50 PLN (two zlotys fifty grosz) each;
– 1.946.517 (one million nine hundred forty six thousand, five hundred and seventeen) of ordinary bearer shares of series E of the numbers 000001 up to the number E 1946517, of the face value equaling 2,50 PLN (two zlotys fifty grosz) each;
9.2. Series A shares paid and subscribed by the Treasury of State upon the transformation of the company, as discussed in art. 3.2; series B shares have been subscribed within the scope of increasing the initial capital, made as a result of issuing the shares. Series B shares have been covered with the transfer of the appropriate part of the reserve capital to the initial capital. Series C shares have been issued as a result of increasing the initial capital; they have been covered and paid in full by the shareholders as a result of provisions in the public subscription. Series D shares have been issued as a result of increasing the initial capital within the limit of the authorized capital; they have been covered and paid in full by the shareholders in a private subscription. Series E shares have been issued as a result of increasing the initial capital within the limit of the authorized capital; they have been covered by shareholders in a private subscription and paid in full by means of contributions in kind in the form of 2.139 (two thousand one hundred and thirty nine) of Series A registered shares of ZM Invest S.A. with the registered office in Ropczyce.
Article 9a
1) The Management Board shall be authorised to raise the Company’s share capital by way of issuing new shares with the total par value not exceeding PLN 8.636.212,50 (eight million six hundred thirty-six thousand two hundred and twelve zloty, fifty groszy) by way of one or several consecutive increases of the share capital within the boundaries defined hereinabove (target capital), by way of issues of next series ordinary bearer shares with a par value of PLN 2.50 (two zloty and fifty groszy), each in a number not exceeding 3.454.485 shares.
2) The authorisation of the Management Board to raise the share capital and to issue new shares within the target capital shall expire upon the lapse of 3 years from the date of entering an amendment of the Articles of Association providing for a change of the target capital into the National Court Register.
3) With the consent of the Supervisory Board, the Management Board may deprive current Shareholders of entire or any preemptive rights with respect to shares issued within the target capital
or in connection with exercising rights from subscription warrants issued in accordance with the provision of Section 7 herein below.
4) Subject to Section 3, Section 6 and Section 7, unless the provisions of the Commercial Companies Code provide for otherwise, the Management Board shall be authorised to make decisions on all matters regarding increasing the share capital within the target capital, in particular the Management Board shall be authorised to:
a) determine the issue price of shares and define other terms and conditions of the share issue, including the date(s) from which shares will participate in the dividend,
b) lay down rules, pass resolutions and take other actions regarding issuing and proposing shares by way of a public offer or a private placement,
c) conclude investment sub-issue, service sub-issue agreements or other agreements ensuring successful share issues,
d) pass resolutions, submit applications and take other actions regarding dematerialisation of shares, including concluding share registration agreements with the National Depository for Securities S.A.,
e) pass resolutions, submit applications and take other actions regarding submitting applications for admitting and introducing shares to trading on the regulated market, including concluding agreements with the Warsaw Stock Exchange.
f) make amendment(s) in the Articles of Assosiation, base on rights amd laws of this authorization.
5) Shares issued within the target capital may be taken up for cash or non-cash contributions.
6) Management Board resolutions on determining the issue price of shares issued within the target capital, issuing shares in return for non-cash contributions, concluding sub-issue investment, service sub-issue agreements or other agreements ensuring successful share issues shall be approved by the Supervisory Board.
7) With the consent of the Supervisory Board, within its authorisation to increase the share capital within the target capital, the Management Board may issue subscription warrants
with the term of exercising the right to subscribe expiring not later than the term for which the Management Board has been authorised to increase the share capital within the target capital.
The Management Board, with the consent of the Supervisory Board, shall be authorised to: define the terms and conditions of issuing warrants – including non-payment or payment and the issue price, the terms and conditions and the terms of exercising rights to take up or subscribe for the Company’s shares as well as the terms and conditions of redeeming shares.
Article 10.
10.1 All the shares of the Company shall be ordinary bearer shares and they shall not be converted into registered shares.
10.2. The Company may acquire own shares in cases permitted by the provisions of the Commercial Companies Code, in particular with the aim of redeeming these shares.
10.3. The Company’s shares may be redeemed by way of General Meeting resolutions with a Shareholder’s consent through a purchase by the Company (voluntary redemption).
10.4. Redemption of shares shall require a decrease of the Company’s share capital. Resolutions on redeeming shares and on decreasing the share capital should be passed at the same General Meeting.
10.5. Shares shall be redeemed with consideration. In the case of voluntary redemption, it shall be possible to redeem shares without consideration with a Shareholder’s consent.
10.6. In the resolution on redeeming shares the General Meeting may grant a utility certificate to a Shareholder in the place of these shares.
Article 11.
The Company may issue bonds, including bonds convertible to shares.
IV. THE AUTHORITIES OF THE COMPANY
Article 12.
12. The authorities of the Company shall be:
A. the Management Board;
B. the Supervisory Board;
C. the General Meeting.
A.THE MANAGEMENT BOARD;
Article 13.
13.1. The Company Management Board shall consist of one or more members. The Management Board shall be appointed for a common term of office lasting three years.
13.2. The Supervisory Board shall appoint the President of the Management Board and, at request of the President of the Management Board, other members of the Management Board.
13.3. The Supervisory Board shall determine the number of the members of the Management Board.
13.4 The Supervisory Board may remove the President of the Management Board, a member of the Management Board, or the entire Management Board before the end of the term of the Management Board.
13.5. Members of the Management Board may be removed or suspended in their activities by the General Meeting.
Article 14.
14.1. The Management Board shall exercise all powers in the scope of managing the Company, except for the powers reserved by the law or these Articles of Association for the other authorities of the Company.
14.2. Internal rules of procedure of the Management Board shall be determined in detail by the Regulations of the Management Board adopted by the Management Board and approved by the Supervisory Board.
Article 15.
15.1. Any representations shall be made and signed on behalf of the Company by two members of the Management Board acting jointly or one member of the Management Board acting jointly with a proxy. In the case of a one-person Management Board, the Management Board member shall make and sign representations on behalf of the Company.
15.2. The Management Board may grant a commercial power of attorney. A commercial power of attorney may be individual or joint.
Article 16.
16.1. The Supervisory Board shall conclude agreements with members of the Management Board on behalf of the Company and represent the Company in disputes with members of the Management Board. The Supervisory Board may authorise, by way of resolution, one or more members of the Management Board to perform such legal transactions.
16.2. The employees of the Company shall be subject to the Management Board. The Management Board shall conclude and terminate employment agreements with them as well as determine their remuneration on the rules defined in the Company Collective Labour Agreement and the applicable law.
B. THE SUPERVISORY BOARD
Article 17.
17.1. The Supervisory Board shall comprise 5 (five) or 7 (seven) members. The Supervisory Board shall be appointed for a common term of office lasting three years. The number of members of the Supervisory Board shall be determined by the General Meeting.
17.2. The Supervisory Board shall be appointed on the following rules:
1) The Shareholder holding the biggest number of the Company’s shares, however, not less than 26% of shares, shall have the right to appoint members of the Supervisory Board in a number constituting an absolute majority of all members less one, including the Chairperson, i.e.:
a) in the case of a five-member Supervisory Board – two members, including the Chairperson,
b) in the case of a seven-member Supervisory Board – three members, including the Chairperson.
2) In the case where several Shareholders present and voting at a General Meeting, holding at least 26% of the Company’s shares each, have an identical number of shares, only this Shareholder that took up or acquired at least 26% of the Company’s shares as the first one, shall have the right to appoint members of the Supervisory Board in accordance with the rules defined in Subsection 1;
3) The other members of the Supervisory Board shall be appointed by the General Meeting in line with general principles with the stipulation that the Shareholder referred to in Subsection 1 shall not participate in such voting;
4) In the case where the Shareholder referred to in Subsection 1 does not exercise the right defined in Subsection 1, then members of the Supervisory Board shall be appointed by the General Meeting in line with general principles.
Article 18.
18.1. Subject to Article 17.2, the Supervisory Board shall appoint the Chairperson and one or two Deputy Chairpersons and the Secretary from among its members.
18.2. The Chairperson of the Supervisory Board shall convene meetings of the Board and preside over them. At the request of the Chairperson of the Supervisory Board, a meeting may also be convened by the Secretary to the Board. In the case where the Chairperson of the Supervisory Board is absent from a meeting, the meeting shall be presided over by one of Deputy Chairpersons.
The Chairperson of an outgoing Supervisory Board shall convene and open the first meeting of a newly appointed Supervisory Board and shall preside over its meetings until a new Chairperson has been appointed.
Article 19.
19.1. The Supervisory Board shall meet at least once every quarter.
19.2. The Chairperson of the Supervisory Board or a Deputy Chairperson shall be obliged to convene a meeting at a written request of the Management Board or a member of the Supervisory Board. The meeting should be convened in the course of one week since the request submission date on a day falling not later than within two weeks from the convening day.
Article 20.
20.1. For Supervisory Board resolutions to be valid, written invitations to all the members delivered at least seven days before a set date of a meeting shall be required. Supervisory Board resolutions shall also be valid if the meeting date was set during a previous meeting in which all members of the Supervisory Board participated.
20.2. The Supervisory Board shall adopt resolutions by an absolute majority of votes. In the case of a tied vote, the Chairperson of the Supervisory Board shall have the casting vote.
20.3. The Supervisory Board shall adopt its regulations defining a detailed procedure of the Board.
20.4. The Supervisory Board may also adopt resolutions without satisfying the formal requirements defined in Article 20.1. in the case where all members are present at a meeting and none of them objects to voting on resolutions.
20.5. The Supervisory Board may also adopt resolutions by voting in writing or with the use of means of distance communication, however, on the condition that all members of the Supervisory Board give their consent in writing to such a method of adopting resolutions.
Article 21.
The Supervisory Board may delegate its members to perform particular supervisory activities individually.
Article 22.
22.1. The Supervisory Board shall supervise the operations of the Company.
22.2. Apart from the activities determined in other provisions hereof, the Supervisory Board shall also:
1) audit and issue opinions on the Directors’ Report,
2) audit the annual balance sheet and the profit and loss account as well as issue opinions on motions of the Management Board concerning rules of profit distribution, including the amount earmarked for the dividend or the way to cover losses,
3) appoint certified auditors to audit financial statements,
4) audit on an annual basis and approve business plans, financial plans and marketing plans of the Company drawn up by the Management Board, and request detailed reports on the performance of those plans from the Management Board,
5) submit written reports to the General Meeting on the results of the actions referred to in Section 1 and 2,
6) give its consent, at the request of the Management Board, to perform transactions not covered by plans approved for a relevant year and involving disposal, acquisition, burdening or leasing assets if the value of a relevant transaction exceeds 10% of the net asset value of the Company according to the latest balance sheet,
7) appoint, suspend and remove members of the Management Board and determine the rules of their consideration,
8) delegate members of the Supervisory Board to perform activities of a member of the Management Board in the case of suspending or removing members of the Management Board or if members of the Management Board cannot perform their activities for other reasons,
9) draw up the consolidated text of the Articles of Association.
Article 23.
The consideration of the members of the Supervisory Board shall be determined by the General Meeting.
C. THE GENERAL MEETING
Article 24.
24.1. The General Meeting of the Company shall be convened by way of an announcement published on the Company’s website and in the method determined for publishing current reports in accordance with the law on public offer and the conditions for introducing financial instruments to organised trading and on public companies.
24.2. The Annual General Meeting shall be convened by the Management Board of the Company.
24.3. The Annual General Meeting should be convened in June at the latest. The Supervisory Board shall have the right to convene the Annual General Meeting if the Management Board fails to convene it within the time limit determined herein.
24.4. An Extraordinary General Meeting shall be convened on an as-needed basis by the Management Board of the Company at its own initiative or at a written request of the Supervisory Board, or at a request of Shareholders representing at least 1/20 of the share capital.
24.5. In the event where the Management Board fails to meet requests of the Shareholders referred to in Article 24.4 within two weeks from the date of submitting a relevant request, the Shareholders shall have the right to convene an Extraordinary General Meeting on the basis of an authorisation by the court.
24.6. An Extraordinary General Meeting may also be convened by the Supervisory Board if it considers reasonable to convene one, or by Shareholders representing at least a half of the share capital.
Article 25.
25.1. The agenda of the General Meeting shall be determined by the Management Board in cooperation with the Supervisory Board.
25.2. The Supervisory Board and a Shareholder or Shareholders representing at least 1/20
of the share capital may request that specific items be included in the agenda of the forthcoming General Meeting. A request to include specific items in the agenda of the General Meeting
should contain a statement of reasons and a draft resolution regarding the item proposed, and it should be submitted to the Management Board of the Company not later than within 21 days before the set date of the General Meeting.
25.3. The Management Board shall be obliged to immediately, though not later than within 18 days before the set date of the General Meeting, announce changes in the agenda of the meeting introduced at Shareholders’ request. The announcement shall be made in the manner appropriate for convening a General Meeting.
25.4. Before the set date of a General Meeting, a Shareholder or Shareholders representing at least 1/20 of the share capital may submit draft resolutions regarding items introduced to the agenda of the General Meeting or items which are to be introduced to the agenda to the Company in writing or with the use of means of distance communication. The Company shall publish draft resolutions on its website immediately.
Article 26.
General Meetings shall be held in Warsaw or at the Company’s registered office.
Article 27.
The General Meeting may adopt resolutions regardless of the number of shares represented at the Meeting, except for cases stipulated in the applicable law.
Article 28.
28.1. General Meeting resolutions shall be adopted by an ordinary majority of votes, i.e. the ratio of votes “for” to votes “against” if these Articles of Association or the Act do not stipulate otherwise.
28.2. General Meeting resolutions shall be required in the case of:
1) auditing and approving the Directors’ Report and the financial statements for the previous financial year,
2) profit distribution or loss coverage,
3) acknowledgement of the fulfillment of duties by the Company’s authorities,
4) conclusion of a borrowing agreement, a guarantee agreement or another similar agreement by the Company with a member of the Management Board, the Supervisory Board, the proxy, the liquidator or for the benefit of any of these persons,
5) disposal and lease of the business or an organised portion thereof and establishing a limited right in rem on them,
6) acquisition and disposal of real estate or a share in real estate,
7) decisions concerning claims for repair of damage resulting from establishment, operations or supervision of the Company,
8) issue of convertible or pre-emptive bonds,
28.3. General Meeting resolutions shall be adopted by a majority of ¾ (three fourths) in the following subject matters:
1) amending the Articles of Association, including increasing or decreasing the share capital;
2) issuing convertible and pre-emptive bonds;
3) disposing of the Company’s business or an organised portion thereof;
4) dissolving the Company;
5) redemption of shares;
6) merging the Company with another commercial company;
7) dividing the Company;
8) transforming the Company into a limited liability company, with the stipulation Shareholders voting in favour of adopting this resolution shall represent jointly at least 50% of the Company’s share capital.
28.4. Resolutions amending the Company’s Articles of Association that increase Shareholders’ contributions or reduce rights awarded personally to individual Shareholders shall be approved by all the Shareholders whom they concern.
Article 29.
29.1. Voting at the General Meeting shall be open. Secret voting shall be ordered during the appointment and motions to remove members of the Company’s authorities or hold them to disciplinary liability as well as in personal matters.
29.2. Any significant changes to the scope of the Company’s business shall be voted openly and by name.
29.3. Secret voting shall also be ordered at request of at least one Shareholder present or represented at the General Meeting.
Article 30.
30.1. The General Meeting shall be opened by the Chairperson of the Supervisory Board or the person authorised by them, with the stipulation that the Chairperson of the Meeting shall be appointed from among the persons authorised to vote.
30.2. The General Meeting may adopt its regulations.
V. EXERCISING RIGHTS ATTACHED TO SHARES
Article 31.
31. The Company’s Shareholders shall have rights defined in Article 433 of the Commercial Companies Code (the pre-emptive right).
VI. MANAGEMENT OF CORPORATE AFFAIRS
Article 32.
The organisation of the Company shall be determined by the organisational regulations approved by the Management Board.
Article 33.
The financial year for the Company shall be a calendar year.
Article 34.
Within three months after the end of a calendar year the Management Board shall be obliged to draw up financial statements meeting the accounting requirements defined in the applicable law and a written report on the Company’s operations during this period in order to submit them to the competent authorities.
Article 35.
35.1. The Company’s net profit may be assigned especially for:
1) supplementary capital,
2) the investment fund,
3) reserve capital,
4) dividends,
5) other objectives determined by way of a General Meeting resolution.
35.2. Amounts assigned by the General Meeting for the payment of dividend
shall be distributed among the Shareholders in proportion to the number of shares held. Shareholders holding the Company’s shares on the dividend record date shall be authorised to receive dividend for a relevant financial year.
35.3. The dividend record date shall be determined by the General Meeting by way of a resolution. The dividend record date may not be determined later than within two months since the day on which the General Meeting adopted a resolution on the distribution of profit among Shareholders.
35.4. The date of dividend payout shall be determined by the General Meeting.
VII. FINAL PROVISIONS
Article 36.
36.1. The Company shall publish reports stipulated in the applicable law in Monitor Sądowy i Gospodarczy, except for reports published in Monitor Polski B. If according to the applicable law the Company is required to publish its reports in a newspaper earmarked for its reports, such reports shall be published in the Rzeczpospolita daily.
36.2. Reports of the Company should also be made available in the Company’s registered office within easy reach for all the Shareholders and employees.
This consolidated text of the Articles of Association has been draw up on the basis of:
1) Resolution no. 1 of the Extraordinary General Meeting of Shareholders of 3 October 1995 – Notarial Deed Repertory A-6629/95 of 3 October 1995,
2) Resolution no. 7 of the Annual General Meeting of Shareholders
of 21 June 1996 – Notarial Deed Repertory A no. 1285 of 1996 of 21 June 1996,
3) Resolutions no. 2 and 4 of the Extraordinary General Meeting of Shareholders
of 25 March 1997 – Notarial Deed Repertory A no. 328 of 1997 of 25 March 1997,
4) Resolutions no. 9, 10 and 12 of the Annual General Meeting of Shareholders
of 13 May 1997 – Notarial Deed Repertory A no. 590 of 1997 of 13 May 1997,
5) Resolutions no. 3 and 4 of the Extraordinary General Meeting of Shareholders
of 23 October 1997 – Notarial Deed Repertory A no. 1513 of 1997 of 23 October 1997,
6) Resolution no. 12 of the Extraordinary General Meeting of Shareholders
of 13 August 1999 – Notarial Deed Repertory A no. 1543 / 1999 of 13 August 1999,
7) Resolution no. 10 of the Annual General Meeting of Shareholders
of 29 May 2001 – Notarial Deed Repertory A no. 965 / 2001 of 29 May 2001,
8) Resolution no. 19 of the Annual General Meeting of Shareholders
of 17 May 2002 – Notarial Deed Repertory A no. 930 / 2002
9) Resolution no. 9 of the Annual General Meeting of Shareholders of 20 May 2003. Notarial Deed Repertory A no 1094 /2003.
10) Resolution no. 13 of the Annual General Meeting of Shareholders of 21 June 2006. Notarial Deed
Repertory A no. 1664/2006 of 21 June 2006
11) Resolution no. 9 of the Annual General Meeting of Shareholders of 17 May 2010. Notarial Deed
Repertory A4341/2010
12) Resolution no. 2 of the Extraordinary General Meeting of Shareholders of 24 September 2010. Notarial Deed Repertory A 7288.10
13) Resolution no. 3 of the Extraordinary General Meeting of Shareholders of 14 December 2012. Notarial Deed Repertory A 6437/2012.
14) Resolution no. 16 of the Annual General Meeting of Shareholders of 19 April 2013. Notarial Deed
Repertory A 2211/2013.
15). Resolution no. 2 of the Extraordinary General Meeting of Shareholders of 20 December 2013. Notarial Deed Repertory A 7587/2013,
16). Resolution no. 23 of the Annual General Meeting of Shareholders of 17 April 2014. Notarial Deed
Repertory A 2451/2014.
