CeMat '70 English versionCeMat '70 Polska wersja

I. GENERAL PROVISIONS

§1

  1. The business name of the Company shall be: Centrum Naukowo-Produkcyjne Materiałów-Elektronicznych CeMat '70 Spółka Akcyjna.
  2. The Company may use the abbreviation of its business name: CeMat'70 S.A.

§2

The seat of the Company shall be: Warsaw.

§3

The Company was created as a result of the transformation of a state-owned enterprise under the name: Centrum Naukowo - Produkcyjne Materiałów Elektronicznych CeMat'70 with its seat in Warsaw and its branches in Osieczany, Zielona Góra and Skawina.

 

II. OBJECTS OF THE COMPANY

§4

The objects of the Company shall be:

  • 68.20.Z Rental and management of own or leased properties;
  • 35.13.Z Distribution of electricity;
  • 35.30.Z Production and supply of steam, hot water and air conditioning supply;
  • 36.00.Z Collection, purification and distribution of water;
  • 37.00.Z Sewage disposal and treatment;
  • 41.10.Z Exection of construction projects related to buildings;
  • 68.10.Z Buying and selling of own real estate;
  • 71.20.B Other technical testing and analysis;
  • 77.33.Z Renting and leasing of office machinery and equipment including computers;
  • 82.99.Z Other business support service activites nec.

 

III. SHARE CAPITAL

§5

The share capital shall be covered by the founding capital and by the Company’s own resources, the State-owned enterprise, referred to in §3, in which the share capital amounts to PLN 10 500 000 (in words: ten million five hundred thousand), and the remaining part thereof shall constitute the reserve capital of the Company.

§6

The share capital shall be divided into 105 000 (in words: one hundred five thousand) registered shares of nominal value of PLN 100 (in words: one hundred) each which shall be A-series shares with the numbers from A 000000001 to no. A 000105000.

§7

  1. All shares belonging to the State Treasury shall be deposited with the Company, and as a confirmation, the Board Management shall issue a certificate of shares to the State Treasury. The Board Management shall be obliged to release such shares to the State Treasury at each demand and pursuant to the instruction of a State Treasury representative. State-owned shares, which will be made accessible to the third parties, shall be released no later than three days prior to release thereof.
  2. Until the A-series registered shares are disposed to the third parties or prior to introduction to the public trading thereof, the shares may not be converted into bearer shares.
  3. The A-series registered shares shall be issued to the authorised persons, as referred to § 9, may be converted into the bearer shares upon consent of the Company.
  4. The shares acquired by the entitled persons, under provisions laid down in §9, may not be traded within two years, but the shares acquired by the employees acting as the members of the Management Board may not be traded within three years, from the date of disposal the first shares on general rules by the State Treasury.

§8

  1. The shares may be redeemed upon the shareholders’ consent through purchase thereof by the Company, subject to the provisions on decrease of the share capital.
  2. The redemption shall require a resolution by the General Assembly. The resolution on redemption, in particular, shall define a legal basis of such redemption, number of shares to be redeemed, the amount of remuneration to which the shareholder is entitled for the redeemed shares or the justification behind redemption of shares without remuneration and the manner of decreasing the share capital.
  3. The amount of remuneration may not be lower than the share value per net assets, indicated in the financial statement for the previous accounting year, less the amount to be divided between shareholders. Unless the agreement with the shareholder provides otherwise, remuneration \repayment\ for the share redeemed shall be paid within 30 days from the expiry of the period, as referred to Article 456 (3) of the Commercial Companies Code, and in the case of payment of the remuneration \repayment\ from profit within 30 days from the date of registration of the resolution on reduction of the share by the court.

§9

  1. The eligible employees shall be entitled to gratuitous acquisition up to 15% of Company’s shares belonging to the State Treasury pursuant to the act referred to § 4 and in the Regulation of the Ministry of State Treasury on the detailed rules of dividing eligible employees into groups, determination of the number of shares per each group and the procedure of acquiring shares through eligible employees (Journal of Laws of 1997, No. 300, item 200).
  2. On the date of making the Company’s shares available, the Management Board shall make relevant entries in the share register.

 

IV. GOVERNING BODIES

§10

The governing bodies of the Company shall be:

  1. Management Board
  2. Supervisory Board
  3. General Assembly

§11

  1. The Management Board shall consist of between 1 and 3 members. The number of Board members shall be established by the Supervisory Board.
  2. The term of office of the Management Board shall be three years.
  3. The President of the Management Board and other members of the Management Board shall be appointed and removed by the Supervisory Board at its own initiative, or at request of the General Assembly.

 

A. MANAGEMENT BOARD

§12

  1. The Management Board shall manage the affairs of the Company and shall represent it before court and otherwise.
  2. The detailed procedures of operation of the Management Board shall be set out in by-laws. The regulation shall be passed by the Management Board and approved by the Supervisory Board.
  3. The matters which exceed ordinary management shall require a resolution of the Management Board, in particular, establishing the organizational regulation specifying the organisation of the Company’s business, appointing a holder of the commercial power of attorney, taking out loans and borrowings, granting loan guarantees and sureties, disposing and acquiring of movable property in the amount exceeding not exceeding the amount of PLN 1 000 000.00 (in words: one million), and matters in which the Management Board shall refer to the General Assembly and the Supervisory Board.

§13

Making declarations of intent and signing on behalf of the Company shall be authorized each Management Board member itself.

§14

An employment contract or other contracts with the members of the Management Board, pursuant to resolutions of the Supervisory Boards, shall be executed on behalf of the Company by a representative of the Supervisory Board, delegated from its members. The same procedure shall apply to other legal actions between the Company and a member of the Management Board.

 

B. SUPERVISORY BOARD

§15

  1. The Supervisory Board shall consist of between 5 and 10 members. If during the term of office of the Supervisory Board the number of thereof falls, the General Assembly within two months from the date of obtaining the information of the situation, shall complete the composition of the Supervisory Board.
  2. The term of office of the Supervisory Board shall be three years.
  3. Subject to clause 4, the members of the Supervisory Board shall be appointed and removed by the General Assembly.
  4. Following the disposal by the State Treasury above half of the Company’s shares, the employees of the Company shall remain the right to be elected to the Supervisory Board in direct universal election, in secret voting and the result thereof shall be binding for the General Assembly:
    • 1) two members, in the Supervisory Board consisting of up to 6 members,
    • 2) three members, in the Supervisory Board consisting of between 7 and 10 members.
    Upon a written request of 15% of total employees of the Company, the voting shall be held to dismiss the employees representative from the Supervisory Board.
  5. Dismissal, death or any other important reason resulting in decrease in the number of members of the Supervisory Board elected by employees, shall require complementary elections. The complementary elections shall be ordered by the Supervisory Board within three weeks from the moment the Supervisory Board obtained information on such situation justifying holding of elections. Such elections shall be held within one month from ordering thereof.
  6. The Supervisory Board shall pass the election by-laws containing a detailed procedure of appointment and dismissal of the members of the Supervisory Board elected by the employees as well as holding the supplementary voting, referred to in clause 5.
  7. The election, referred to in clause 6, shall be held in a secret voting, as direct and universal, by the Election Committee appointed by the Supervisory Board from among the employees of the Company. The Election Committee may not consist of the members of the Supervisory Board elected by the employees.
  8. The Supervisory Board shall order the election of the members of the by the employees of the Company for the next term of office, within two months after expiration of the last year of their term of office.

§16

  1. The Supervisory Board during its first session shall elect from among their number, in a secret voting, the Chairperson of the Supervisory Board, the Deputy Chairperson and the Secretary of the Supervisory Board. If necessary, at its next meeting, the Supervisory Board shall hold the supplementary voting.
  2. The Chairperson of the Supervisory Board shall convene the meetings of the Supervisory Board and shall chair such meetings. When the Chairperson is absent, the meeting may be convened and chaired by the Deputy or a person named by the Chairperson. When the term of office of the Chairperson should expire, the Chairperson shall convene and open the meeting of the new Supervisory Board and shall chair the session until the new Chairperson of the Supervisory Board is elected. If, within two months, from notification the Chairperson of the Supervisory Board of the last term of office by the Management Board on convening the members of the members of the Supervisory Board of the next term of office by the General Assembly, he shall fail to convene the first meeting if the Supervisory Board, such meeting shall be convened and opened by the President of the Company.
  3. The Supervisory Board may dismiss, in a secret voting, the Chairperson, the Deputy Chairperson and the Secretary of the Supervisory Board from their positions.

§17

  1. The Supervisory Board shall hold meetings as necessary at least three times a financial year
  2. The Chairperson of the Supervisory Board shall be obliged to convene a meeting of the Supervisory Board, at the written request of a member of the Supervisory Board or the Management Board. The request shall include the proposed agenda. The Chairperson of the Supervisory Board shall be obliged to convene a meeting within two weeks from the date of receipt of the request. The meeting shall be held within one month from the date of convocation.

§18

  1. The Supervisory Board shall pass resolutions by an absolute majority of votes cast, in the presence of at least half of the members of the Supervisory Board.
  2. The members of the Supervisory Board may participate in adopting resolutions, casting its votes in a written form through another member of the Supervisory Board. Casting a vote in writing shall not apply to matters added to the agenda during the meeting of the Supervisory Board.
  3. The Supervisory Board may adopt resolutions in a written form or by using means of direct remote communication. Such resolution shall be valid if all members of the Supervisory Board have been informed about the content of a draft resolution.
  4. The Supervisory Board shall adopt its rules of procedure, which determines mode of action.
  5. Adoption of resolutions in the manner described in paragraph 2 and paragraph. 3 & sect; 18 does not apply to the election of the Chairperson, Deputy Chairperson and Secretary of the Supervisory Board, appointment of a member of the Management Board and removal or suspension of these people.

§19

  1. The Supervisory Board shall be responsible for permanent supervision over the Company's activity.
  2. The Supervisory Board shall be responsible in particular to evaluation of the financial statement for the previous accounting year in terms of compliance with ledgers and documents thereof, its factual state, and conclusions of the Management Board regarding distribution of profits or covering of losses, as well as filing a written statement of results of the evaluation with the General Assembly.
  3. The Supervisory Board shall also be responsible for:
    • 1) dismissing an individual or all members of the Management Board for material reasons,
    • 2) designating members of the Supervisory Board to temporarily perform the duties of Management Board members in the case when they are unable to perform their duties,
    • 3) determining the terms of remuneration and fixing the remuneration of members of the Management Board,
    • 4) granting approval to set up domestic and overseas branches of the Company,
    • 5) granting approval to the members of the Board to hold positions in the governing bodies in the Company, in which the Company owns shares or stocks and collecting the remuneration for this reason,
    • 6) granting consent to dispose the movables of the Company exceeding PLN 1 000 000 (in words: one million) and to make donations of the value exceeding PLN 10,000 (in words: ten thousand),
    • 7) granting consent to acquire and dispose real property, perpetual usufruct or a share in real property,
    • 8) granting consent to take up and dispose of shares or stocks in other companies,
    • 9) appointing an auditor to examine financial statement,

§20

  1. The members of the Supervisory Board shall exercise their rights and perform their duties in person.
  2. The members of the Supervisory Board shall exercise their rights and perform their duties without remuneration, unless the General Assembly shall pass a resolution on granting the remuneration to the members of the Supervisory Board and shall fix its amount.
  3. The remuneration of the members of the Supervisory Board delegated to temporarily perform the duties of members of the Management Board shall be passed by the Supervisory Board.

 

C. GENERAL ASSEMBLY

§21

  1. The General Assembly may be ordinary or extraordinary.
  2. The General Assembly shall be convened by the Management Board.
  3. The Supervisory Board may convene the Ordinary General Assembly, if the Management Board fails to convene it within the period set out by the law and the Extraordinary General Assembly, if the Supervisory Board deems it appropriate.
  4. The shareholders representing at least half of the share capital or at least half of total votes in the Company may convene the Extraordinary General Assembly and they shall appoint the chairperson of the Assembly.

§22

  1. A shareholder(s) representing at least one twelfth of the share capital may request the Extraordinary General Assembly to be convened and to include certain matters in the agenda thereof. The request to convent the Extraordinary General Assembly shall be filed with the Management Board in written form or electronically.
  2. A shareholder(s), referred to in clause 1, may request certain matters to be included in the agenda of the next General Assembly. Such request shall be filed with the Management Board no later than 14 days prior to the next date of assembly, it also shall include justification or a draft of a resolution concerning proposed item of the agenda.
  3. The Management Board shall be obliged without unnecessary delay, however no later than four days prior the Assembly, to announce the changes in the agenda made at shareholder’s request.

§23

The General Assembly may pass resolutions only in matters included in the agenda, unless the entire share capital shall be represented at the General Assembly and none present person shall raise objections as regards adoption of the resolution.

§24

The General Assemblies shall take place at the seat of the Company.

§25

The General Assembly shall be opened by the Chairperson of the Supervisory Board or Deputy Chairperson of the Supervisory Board or a person named by them. Afterwards, the Chairperson shall be elected from among the eligible persons.

§26

  1. The following matters shall be, in particular, within the competence of the General Assembly:
    1. examination and approval of the financial statement and report on the Company's activity
    2. in the previous financial year and discharging the members of the Company’s Governing Bodies of their duties,
    3. distribution of profits or coverage of losses,
    4. change of the objects of the Company,
    5. amendments of the Statutes,
    6. increase or reduction of the share capital,
    7. merger or change of the legal form of the Company,
    8. winding-up of the Company,
    9. issuance of bonds,
    10. transfer or lease of the Company's business or its organised part or creation of limited property rights therein,
    11. any decision on claims for compensation of damages suffered in the course of the Company’s establishment or during the execution of managerial or supervisory functions,
  2. The powers listed in clause I point 2-10 hereinabove shall be performed by the General Assembly at request of the Management Board filed together with a written opinion of the Supervisory Board or at request of the shareholders, which shall be submitted for an opinion of the Management Board and the Supervisory Board.
  3. The acquisition and disposal of the real property, perpetual usufruct or a share in real property or in the right of perpetual usufruct shall not require passing a resolution by the General Assembly.

§27

The objects of the Company may be amended without the obligation to purchase the shares if the resolution shall be passed by a majority of two thirds of votes cast in the presence of persons representing no less than a half of the share capital.

 

V. OPERATIONS OF THE COMPANY

§28

The accounting year of the Company shall be the calendar year.

§29

  1. The Company shall manage its accounting pursuant to the current legal regulations and shall establish the following capitals:
    • 1) share capital,
    • 2) supplementary capital,
    • 3) revaluation reserve,
    • 4) reserve capital,
    • 5) company social benefit fund.
  2. The General Assembly shall take decisions on the use of the supplementary capital and the reserve capital.

§30

  1. The Management Board shall be obliged to prepare, within three months of the balance sheet date, a financial statement with the report on Company’s activity for the accounting year, to have the financial statements audited by a chartered accountant and together with his opinion and the report to submit them to the Supervisory Board for audit, and afterwards to present them with the statement of the Supervisory Board with the General Assembly of Shareholders to approve thereof.
  2. The General Assembly shall be held within six months of the end of each accounting year.

§31

  1. The manner of the distribution of the Company's net profit shall be determined by the General Assembly.
  2. The General Assembly shall allocate at least 8% of profit for a given accounting year to the supplementary capital until the supplementary capital reaches at least one third of the reserve capital.
  3. The General Assembly may allocate a part of the profit for the following:
    • - to other capitals,
    • - dividend for the shareholders,
    • - other purposes.
  4. The dividend shall be paid on the day set out by the resolution of the General Assembly. If the resolution of the General Assembly shall not specify the date, the dividend shall be paid on the day set out by the Supervisory Board.

 

VI. FINAL PROVISIONS

§32

  1. The Company shall publish its announcements in Monitor Sądowy i Gospodarczy [Court and Commercial Gazette]. If the relevant provisions of the Commercial Companies Code set out an additional publication in the newspaper assigned for the Company’s announcements, the Company shall publish such announcements in the newspaper called “Rzeczpospolita”.
  2. Each announcement should also be posted at the seat of the Company, in a place accessible to employees.
  3. The Management Board of the Company shall be obliged within one month, in Monitor Sądowy i Gospodarczy, to publish resolutions of the General Assembly adopted in the mode set out in Article 405 (1) of the Commercial Companies Code, with exception of resolutions which shall be entered to the register of businesses.
  4. The Management Board of the Company shall file with the register of businesses of the National Court Register the annual financial statement, opinion of the expert auditor, report of the Management Board on the Company’s activity, excerpt of the resolution of the General Assembly on approving the financial statement and the distribution of profits or covering of losses within fifteen days of the date of approving by the General Assembly thereof. If the financial statement was not approved within 6 months of the balance sheet date, it must be filed with the court register within 15 days following this period, and 15 days of approval thereof together with the required documents.
  5. The Management Board shall be obliged to file for publication in the Monitor Polski B the introduction to the financial statement constituting a part of additional information, balance sheet, income statement, statement on changes in equity and the cash flow statement for the accounting year, within 15 days of the day of approval thereof, together with the opinion of the expert auditor and a copy of the resolution of the General Assembly on approval the financial statement and the distribution of profits or covering of losses.