GENERAL PROVISIONS:

 

§ 1

 

1. The Company operates under the business name of PEKAES Spółka Akcyjna.

2. The Company may use the abbreviation PEKAES SA.

 

§ 2

 

1. The Company’s registered seat is the city of Błonie.

2. The Company conducts its activity in the Republic of Poland and abroad.

3. The Company may create and run divisions, plants, offices, agencies, and other organizational units, as well as it can participate in other companies and undertakings in the Republic of Poland and abroad.

 

§ 3

 

The Company’s founders are:

 

1) Przedsiębiorstwo Międzynarodowych Przewozów Samochodowych "PEKAES" seated in Warsaw,

2) Towarzystwo Ubezpieczeń i Reasekuracji "WARTA" Spółka Akcyjna seated in Warsaw.

3) "DAL" Towarzystwo Handlu Międzynarodowego Spółka Akcyjna seated in Warsaw.

 

§ 4

 

The Company was incorporated for unlimited time.

 

COMPANY’S SUBJECT OF BUSINESS ACTIVITY

 

§ 5

 

1.Comapany’s subject of business activity are:

1. Other supporting transport activities – PKD 52.29.C,

2. Other professional, scientific and technical activities, not classified elsewhere –PKD 74.90.Z,

3. Road transport of goods – PKD 49.41.Z,

4. Land transport auxiliary service activities – PKD 52.21.Z,

5. Transport of goods via railways– PKD 49.20.Z,

6. Sea and costal transport of goods – PKD 50.20.Z,

7. Activities of sea transport agencies – PKD 52.29.A,

8. Activities auxiliary to sea transport – PKD 52.22.A,

9. Air transport of goods– PKD 51.21.Z,

10. Service activities auxiliary to air transport - PKD 52.23.Z,

11. Transshipment of goods in sea ports – PKD 52.24.A,

12. Transshipment of goods in other freight ports – PKD 52.24.C,

13. Warehousing and storage of other goods – PKD 52.10.B,

14. Activities related to fairs, exhibitions and congress organization – PKD 82.30.Z,

15. Advertising agencies activities – PKD 73.11.Z,

16. Publishing of journals and other periodicals – PKD 58.14.Z,

17. Other publishing activities – 58.19.Z,

18. Hotel and similar accommodation – PKD 55.10.Z,

19. Other provision of lodgings – PKD 55.90.Z,

20. Restaurants and other catering – PKD 56.10.A,

21. Other catering service activities – PKD 56.29.Z,

22. Renting and lease of passenger cars and vans – PKD 77.11.Z,

23. Renting and lease of other motor vehicles except for motorcycles – PKD 77.12.Z,

24. Renting and lease of other machinery, equipment and material goods not classified elsewhere – PKD 77.39.Z,

25. Wholesale and retail sale of other motor vehicles except for motorcycles – PKD 45.19.Z,

26. Maintenance and repair of motor vehicles except for motorcycles -PKD 45.20.Z,

27. Buying and selling of real estate on own account – PKD 68.10.Z,

28. Letting and management of own real estate and leased real estate – PKD 68.20.Z,

29. Sewage disposal and sanitation – PKD 37.00.Z,

30. Other business management and administration consultancy – PKD 70.22.Z,

31. Head office activities and its management consultancy services – PKD 70.10.Z,

32. Manufacture of wooden containers – PKD 16.24.Z,

33. Other courier and postal activities – PKD 53.20.Z,

34. Other activities auxiliary to financial services, except for insurance and retirement funds – PKD 66.19.Z,

35. Other activities auxiliary to insurance and retirement funds – PKD 66.29.Z,

36. Software related services – PKD 62.01.Z,

37. IT consultancy activities – PKD 62.02.Z,

38. Other IT and computer services – PKD 62.09.Z,

39. Other software publishing activities – PKD 58.29.Z,

40. Management of computer machinery – PKD 62.03.Z,

41. Data processing; hosting of web sites and similar activities – PKD 63.11.Z,

42. Web portal activities – PKD 63.12.Z,

43. Sound and music recording – PKD 59.20.Z,

44. Repair and maintenance of machinery – PKD 33.12.Z,

45. Repair and maintenance of computer and peripheral equipment – PKD 95.11.Z,

46. Searching workplaces and acquiring employees – PKD 78.10.Z,

47. Other activities auxiliary to business administration not classified elsewhere – PKD 82.99.Z,

48. Collection of waste except for dangerous – PKD 38.11.Z,

49. Accounting and bookkeeping activities; tax consultancy – PKD 69.20.Z,

50. Office administration services – PKD 82.11.Z,

51. Photocopying, preparing of documents and other expert activities auxiliary to Office administration – PKD 82.19.Z.

 

2. Any significant change in the subject of the company’s business activity may be made without a buyout of shares if the resolution thereof is supported with two-thirds of votes in front of representatives of at least half of the company’s share capital.

 

 

CAPITALS

 

§ 6

 

1. The Company’s share capital amounts to 30,520,870.00 zlotys (in words: thirty three million twenty thousand eight hundred seventy) and is divided into 30,520,870 common bearer shares with a nominal value of 1,00 zloty each, issued consecutively as B to K series.

2. All the B, C, D ,E ,F ,G ,H ,I , J and K series shares are fully paid-up.

3. The Company’s shares can be registered shares or bearer shares.

4. The issue of shares is marked with consecutive letters of the alphabet.

5. (deleted)

6. (deleted)

 

§ 7

 

1. Registered shares and bearer shares may be redeemed.

2. The acquisition of shares by the Company for redemption as well as the redemption of shares shall require separate resolutions of the General Meeting.

 

§ 8

 

1. The share capital may be increased by way of the resolution of the General Meeting, through the issuance of new shares or through the increase of the nominal value of shares.

2. The share capital’s increase through the increase of the nominal value of shares may only be made from Company’s own funds.

 

§ 9

 

The share capital may be decreased in accordance with the relevant regulations.

 

§ 10

 

The Company’s supplementary capital shall be created in accordance with the relevant regulations.

 

§ 11

(deleted)

 

§ 12

(deleted)

 

COMPANY GOVERNING BODIES

 

§ 13

 

The company governing bodies are:

1.The Management Board

2.The Supervisory Board

3.The General Meeting of Shareholders

 

§ 14

 

With prejudice to the mandatory regulations of the Commercial Companies Code and the provisions of the Statute, the resolutions of the Company’s governing bodies shall be adopted by an absolute majority of votes understood as more ‘yes’ votes than ‘no’ and ‘abstain’ votes.

 

 

A. MANAGEMENT BOARD

 

§ 15

 

1. The Management Board manages the affairs of the Company and represents the Company in and out of court.

2. The Management Board takes decisions in all the Company’s matters that are not otherwise reserved by the provisions of law, provisions of the Statute for the General Meeting and the Supervisory Board.

 

§ 16

 

1. Submitting declarations on the Company’s behalf shall require a joint action of two members of the Management Board or of one member of the Management Board jointly with a proxy.

2. In case of a one-person Management Board, the only member of the Management Board is entitled to submit declarations on the Company’s behalf.

3. Detailed rules of procedure of the Management Board are specified in the regulations passed by the Management Board and approved by the Supervisory Board.

 

 

§ 17

 

1. The Resolutions of the Management Board shall be required for all matters that are beyond the scope of the ordinary operations of the Company.

2. The Resolutions of the Management Board shall be required, in particular, in the following cases:

 

1) regulations of the Management Board,

2) organizational regulations of the Company,

3) creating and liquidating of the company divisions,

4) contracting credits and loans,

5) adopting annual material and financial plans and strategic long-term plans,

6) granting guarantees, sureties and issuing bills of exchange by the Company with stipulation of § 24 Para.2 items 2 and 3,

7) exercising rights or contracting liabilities to the extent representing at least the PLN equivalence of 50,000 euro with stipulation of the provisions of § 24 Para.2 items 2 and 3 of the Company’s Statute,

8) matters addressed by the Management Board to the Supervisory Board and the General Meeting for approval. Submission of such matters shall require a justification from the Management Board.

 

 

§ 18

 

Drawing up plans mentioned in § 17 Para.2 item 5 and submitting them for the Supervisory Board’s opinion and approval shall be a duty of the Management Board.

 

§ 19

 

1. The Management Board shall be composed of 1 to 6 persons, including the President of the Management Board.

2. The Management Board members shall be appointed for a common three-year term of office.

3. A new three-year term of office shall commence as of the day of the General Meeting which approves the Company’s financial statement for year 2006.

 

§ 20

 

1. Members of the Management Board, including the President of the Management Board, shall be appointed and recalled by the Supervisory Board.

2. Each member of the Management Board may be recalled or suspended from duties by the General Meeting.

3. A member of the Management Board shall submit his resignation to the Supervisory Board in writing.

 

§ 21

 

1. The rules for and amounts of the remuneration of the Management Board members shall be determined by the Supervisory Board by way of a resolution.

2. The Supervisory Board shall conclude all agreements with the members of the Management Board, establish their wording by way of a resolution and appoint a person authorized to conclude agreements with the Management Board members.

 

§ 22

 

1. The employer in the meaning of the Labor Code is the Company.

2. The procedures of the Labor Law shall be performed by the person appointed by the Board with stipulation of provisions of § 21.

 

 

 

B. SUPERVISORY BOARD

 

§ 23

 

The Supervisory Board shall exercise permanent supervision over the company’s activities in all areas of the operations.

 

§ 24

 

1. The powers of the Supervisory Board shall include:

 

1) appraisal of the Management Board’s report on the company’s activity and financial report for a preceding business year as regards their consistency with the account books, documents and the actual state,

2) appraisal of the Management Board’s report on the Group’s activity and the Group’s consolidated financial statement for a preceding business year,

3) appraisal of the Management Board’s motion concerning distribution of profit or coverage of loss,

4) submission to the General Meeting of a written report on the results from the activities referred to in items 1), 2) and 3),

5) submission to the General Meeting of a written report on the results from the activities referred to in items 1), 2) and 3),

6) appointment of the statutory auditor to audit the financial statement,

7) approval of the Company’s long-term strategic plans,

8) approval of the annual material and financial plans,

9) adoption of the regulations specifying detailed rules of the procedure of the Supervisory Board,

10) approval of the Management Board regulations

11) (deleted),

12) granting approval for creating Company divisions.

 

2. The powers of the Supervisory Board shall include granting approval to the Management Board in the following scope:

 

1) acquisition and disposal of property, perpetual usufruct and share in property,

2) exercising rights or contracting liabilities to the extent representing at least the PLN equivalence of 50,000 euro if their execution was not included in the annual material and financial plan approved by the resolution of the Supervisory Board,

3) granting guarantees, sureties and issuing bills of exchange by the Company in case their unit value exceeds the PLN equivalence of 150,000.00 euro if their execution was not included in the material and financial plan approved by a resolution of the Supervisory Board

 

3. In addition, the powers of the Supervisory Board shall include, in particular:

 

1) suspending members of the Management Board from duty,

2) delegating members of the Supervisory Board to temporarily perform duties of the Management Board members who cannot perform their duties,

3) establishing the rules for and the amount of remuneration of the Management Board members,

4) granting approval to members of the Management Board for holding positions in governing bodies of other companies.

 

4. Taking up, acquiring and disposing of stocks or shares in other companies, except when for the Company’s debts under conciliatory or composition proceedings, shall require an approval of the Supervisory Board.

 

5. The procedure of voting of the Company’s representatives in the governing bodies of subsidiaries shall require a prior approval by way of a resolution of the Supervisory Board as long as the voting concerns the following:

 

1) amendments to the Company’s Statute or articles of incorporation,

2) increase or decrease of the share capital,

3) combinations, transformations or divisions of the company,

4) disposal of the company’s shares,

5) disposal and lease of the company or its organized part and establishing limited property rights thereon as well as acquisition or disposal of property or share in property if their value exceeds the PLN equivalent of 50,000.00 euro,

6) company’s dissolution or liquidation.

 

 

 

§ 26

 

1. The Supervisory Board shall be composed of 5 to 7 members appointed by the General Meeting.

2. The Supervisory Board members shall be appointed for a common three-year term of office.

3. At least two members of the Supervisory Board shall meet the independence criteria with relation to the company or any of the entities which remain in a material relationship with the Company in the meaning of the Code of Best Practices for WSE Listed Companies.

4. The conditions set forth in para.3 shall be fulfilled throughout the entire mandate period. The member who did not fulfill or shall crease to fulfill the abovementioned conditions shall be dismissed without delay.

 

§ 27

 

1. At the first session, the Supervisory Board shall appoint from amongst their members Chairman and Vice-chairman of the Supervisory Board.

2. Sessions of the Supervisory Board are chaired by the Chairman, or in case of his absence, the Vice-chairman.

3. Statements addressed to the Supervisory Board in between sessions are submitted to the Chairman of the Supervisory Board or, in case it is not possible, the Vice-chairman of the Board.

 

§ 28

 

1. The Supervisory Board shall be called as needed, not less frequently than three times in a business year.

2. The first meeting of the Supervisory Board of the new term shall be held not later than 14 days after the General Meeting.

3. The first session of the Supervisory Board of the new term shall be called by the Supervisory Board’s Chairman of the previous term within 1 week from the date of the General Meeting unless otherwise provided in the Resolution. If the meeting is not called according to this procedure, it shall be called by the Management Board.

4. Supervisory Board Meetings shall be called by the Board’s Chairman and in case of his absence the Vice-chairman who shall submit a detailed agenda.

5. Supervisory Board Meetings shall be called per request of each of the Supervisory Board members or on a motion of the Management Board.

6. Minutes shall be taken of Supervisory Board meetings.

 

§ 29

 

1. Calling sessions of the Supervisory Board shall require a written invitation of all the Supervisory Board members at least 7 days before the meeting. For important reasons the Chairman may shorten this period up to 2 days specifying the way of delivering the invitation. Invitations shall be delivered to the post or e-mail address or the fax number indicated by a member of the Supervisory Board

2. The notification of the Supervisory Board’s meeting shall specify the date, place and detailed agenda.

3. The proposed agenda may be amended when all the members are present at the meeting and none of them raises an objection to the agenda.

 

§ 30

 

1. The Supervisory Board shall pass resolutions if at least half of the members are present at the meeting, and all of the members have been invited to the meeting in compliance with § 29.

2. The resolutions of the Supervisory Board shall be adopted in an open vote.

3. A secret ballot is subject to a motion by a member of the Supervisory Board or for personal reasons. In case of ordering a secret ballot, provisions of item 4 and 5 shall not apply.

4. The Supervisory Board may pass resolutions in a written form or by means of long distance communication systems. Adopting a resolution according to this procedure shall have to be justified and shall require a prior submission of the draft resolution to all Supervisory Board’s members.

5. A member of the Supervisory Board may participate in the adoption of resolutions by casting a written vote through the agency of another member of the Supervisory Board.

6. Adoption of resolutions under Para. 4 and 5 above shall not apply to electing Chairman and Vice-chairman of the Supervisory Board, appointing a member of the Management Board and recalling or suspending from duties of the above persons.

7. Resolutions adopted under Para. 4 shall be submitted at the first session of the Supervisory Board with disclosure of the voting results.

 

§ 31

(deleted)

 

§ 32

 

1. Members of the Supervisory Board shall exercise their rights and perform their duties in person.

2. Attendance in a Supervisory Board meeting shall be a duty of the Supervisory Board member. In case of absence, the Supervisory Board’s member shall explain the reasons for his absence in writing. The explanation of absence of the Supervisory Board member shall be justified by way of a resolution of the Supervisory Board

3. The rules for and the amount of the Supervisory Board members’ remuneration shall be established by the General Meeting

4. Members of the Supervisory Board shall be entitled to a reimbursement of costs relating to their participation in the work of the Supervisory Board.

 

 

C. GENERAL MEETING

 

§ 33

 

1. The General Meeting shall be called at the initiative of the Management Board or on the request of a shareholder or shareholders as specified in para.4 below.

2. The Supervisory Board may call an Ordinary General Meeting if such was not called by the Management Board in the time specified by the provisions of law or the Statute, and the Extraordinary General Meeting if such it deemed advisable.

3. Shareholders representing at least fifty per cent of the share capital or at least half of the total number of votes in the Company may call the Ordinary General Meeting. The shareholders shall appoint Chairman of the Meeting.

4. A shareholder or shareholders representing at least one twentieth of the share capital may request to call the Extraordinary General Meeting and to include specific items in the agenda of the Meeting. A request to call the Extraordinary General Meeting shall be submitted to the Management Board in writing or in an electronic form. The Extraordinary General Meeting shall be called within two weeks from the date of submitting the aforementioned request.

5. In case the Extraordinary General Meeting is not called within the time specified in Para 4. sentence 3 above, the court register may authorize shareholders submitting the request to call the Extraordinary General Meeting on their own. The Chairman of the Meeting shall be appointed by the Court.

 

§ 34

 

General Meetings shall be held at the Company’s seat or in Warsaw.

 

§ 35

(deleted)

 

§ 36

(deleted)

 

§ 37

 

The General Meeting shall adopt resolutions regardless of the number of shares represented at the Meeting.

 

§ 38

 

One share shall represent one voting right at the General Meeting

 

§ 39

(deleted)

 

§ 40

 

The General Meeting shall adopt resolutions in an open vote. Secret ballot shall be ordered for appointment of members of the Company governing bodies or the Company’s liquidator or in case of a motion for recalling members of the governing bodies or liquidators, holding them responsible, or for personal reasons. As well, a secret ballot is ordered per request of at least one of the shareholders who are present or represented at the General Meeting.

 

 

§ 41

 

The Ordinary General Meeting shall be convened annually by the Management Board. The Meeting shall be held within six month period after the end of a business year.

 

§ 42

 

The subject of the General Meetings covers the following:

1) reviewing and approving the financial statement for the preceding business year and the report of the Management Board on the Company’s activity,

2) granting a vote of acceptance to the members of the Company’s governing bodies for the discharge of duties,

3) distribution of profit or coverage of loss,

4) setting dividend record date and dividend payment date.

 

§ 43

 

1. Resolutions of the General Meeting shall be required in case of the following matters pertaining to the Company’s assets:

 

1) disposal and lease of the Company’s enterprise or its organized part and establishing limited property rights thereon,

2) increase and decrease of the Company share capital,

3) issuance of all type of bonds,

4) (deleted)

5) creating, utilizing and liquidating capital reserves,

6) utilizing of the supplementary capital,

7) resolutions related to claims for compensation of damage arisen upon forming of the Company or while performing supervision or management duties.

 

2. In addition, resolutions of the General Meeting shall be required in the following cases:

 

1) combinations, transformations and divisions of the Company,

2) forming of another entity by the Company.

 

§ 44

 

1. Draft resolutions, reference materials and motions submitted by the Management Board to the General Meeting shall include a justification and an opinion of the Supervisory Board.

2. The requirements set out in Para. 1 shall not be applicable to draft resolutions and motions submitted during the session of the General Meeting.

 

§ 45

(deleted)

 

COMPANY’S ACCOUNTING

 

§ 46

 

The Company’s business year shall be a calendar year.

 

§ 47

 

The Company’s accounting records shall be kept in accordance with the International Financial Reporting Standards (IFRS), the International Accounting Standards (IAS) and in matters not covered by the above standards in accordance with the provisions of the accounting act.

 

§ 48

 

1. The company shall have the following capital and funds:

1) share capital,

2) supplementary capital,

3) revaluation reserve,

4) other reserve capital,

5) company social funds.

 

2. The Company may create or cancel, by way of a resolution of the General Meeting, other capitals to cover special losses or expenditure at the beginning or in the course of a business year.

 

§ 49

 

The Management Board of the Company is obliged to:

 

1) prepare the financial statement and the report on the Company’s activity for the preceding business year within a three month period after the balance sheet date,

2) have the financial statement audited by a statutory auditor,

3) submit for the opinion of the Supervisory Board the documents mentioned in item 1 together with the opinion and report of the statutory auditor,

4) prepare the documents specified in item 1, the opinion and report of the statutory auditor and the report of the Supervisory Board referred to in § 24 Para. 1 item 4 until the end of the fifth month from the balance sheet date,

5) prepare the consolidated financial statement including an activity report of the Group for a preceding business year within six months from the balance sheet date,

6) have the consolidated financial statement audited by the statutory auditor,

7) submit for the Supervisory Board’s opinion the documents referred to in item 5 together with the opinion and report of the statutory auditor,

8) prepare the documents referred to in item 5 within an eight months from the balance sheet date.

 

§ 50

 

1. The General Meeting may appropriate part of the profit to:

1) dividend for the shareholders,

2) other capital and funds,

3) other purposes.

2. Upon adoption of a resolution in the matter of profit distribution, the General Meeting may decide to pay dividend at the amount higher than the profit referred to in Para.1, but not in excess of the amount allowed by the relevant provisions of the Commercial Companies Code.

3. The Management Board shall publish the dividend payment date in Gazeta Giełdy Parkiet and on the Company’s website.

 

 

PUBLICATION PROVISIONS

 

§ 51

 

1. The Company’s General Meeting shall be called through announcement published on the Company’s website and released in a current report according to the regulations of the public offering and conditions of introducing financial instruments to the organized trading system, and on public companies. Any other announcements shall be published by the Company according to the current regulations of law, in particular the provisions of the Commercial Companies Code and the provisions of this Statute.

2. After entering the amendments made to the Company’s Statute into the Register of Entrepreneurs, the Management Board shall publish the current unified text of the Statute on the Company’s website.

3. The Management Board shall submit to the relevant court register the annual financial statement, the opinion of the statutory auditor, the copy of the General Meeting’s resolution regarding the approval of the financial statement, profit distribution or coverage of loss and the report on the Company’s activity within a fifteen day period after the date of the General Meeting’s approval of the financial statement. In case the financial statement is not approved within a six month period after the balance sheet date, it shall be submitted within a fifteen day period thereafter.

 

 

 

FINAL PROVISIONS

 

§ 52

 

1. Company’s liquidators shall be members of the Management Board unless otherwise stated in the General Meeting’s resolution.

2. Property left after satisfying or securing the creditors shall be allocated to the Company’s shareholders.