Statutes

ARTICLES OF ASSOCIATION
"PRIMA MODA" SPÓŁKA AKCYJNABonis
text

General

(§ 1)

(1) A joint-stock company is established operating on the basis of these Articles of Association and the Commercial Companies Code and other relevant provisions of generally applicable law? under the name ,,PRIMA MODA Spółka Akcyjna?? ? hereinafter referred to in this Statute? Company?.

(2) The Company may use the following abbreviation of the company in trading? PRIMA MODA S.A.?, and can also use its distinctive graphic sign.

(3) The company was formed as a result of transformation into a joint-stock company ? limited liability companies ? PRIMA MODA limited liability company? based in Wrocław.

(4) The founders of the Company are all the partners of the transformed limited liability company entered in the share register? PRIMA MODA limited liability company? with their registered office in Wrocław, who submitted statements of participation in the Company.

(§ 2)

The seat of the Company is the city of Wrocław.

(§ 3)

(1) The Company operates in the Republic of Poland and abroad.

(2) The Company may establish and abolish branches, subsidiaries and representative offices in the Republic of Poland and abroad, as well as join other commercial law companies in the Republic of Poland and abroad.

(§ 4)

(1) The duration of the Company is unlimited.

(2) The Company is an independent organizational unit and has legal personality.

SUBJECT MATTER OF THE COMPANY'S ENTERPRISE

(§ 5)

(1) The subject of the Company's activity is to conduct the following business activity, marked in accordance with the Polish Classification of Activities (PKD):

wholesale of clothing and footwear (PKD 51.42.Z); – wholesale of textile products (PKD 51.41.Z);
wholesale of perfumes and cosmetics (PKD 51.45.Z);
wholesale of other household and personal goods (PKD 51.47.Z);
other wholesale (PKD 51.70);
other retail sales in non-specialized stores (PKD 52.12.Z);
retail sale of clothing (PKD 52.42.Z);
retail sale of footwear and leather goods (PKD 52.43.Z);
retail sale of non-food products in specialised shops not elsewhere classified (PKD 52.48.G);
other retail sales outside the store network (PKD 52.63.Z);
repair of footwear and other leather articles (PKD 52.71.Z);
freight road transport by universal vehicles (PKD. 60.24.B);
rental of trucks with a driver (PKD. 60.24.C);
storage and storage of goods (PKD. 63.12);
rental of passenger cars (PKD. 71.10.Z);
rental of other means of land transport (PKD. 71.21.Z);
advertising (PKD. 74.40.Z); – market and public opinion research (PKD. 74.13.Z);
other commercial activities (PKD. 74.84);
performing construction works related to the construction of buildings (PKD. 45.21.A);
performance of general construction works in the field of engineering objects not elsewhere classified;
performing finishing construction works (PKD. 45.4)
geological and engineering excavations and drilling (PKD.45.12.Z)
demolition and demolition of buildings: earthworks (PKD.45.11.Z)
execution of general construction works in the field of engineering objects, n.e.c. (PKD.45.21.F)
execution of construction works in the field of assembly and erection of buildings and structures from prefabricated elements (PKD.45.21.G)
construction and roofing (45.22.Z)
surface works for the construction of sports facilities (45.23.B)
installation of scaffolding (PKD.45.25.A)
foundation works(45.25.B)
execution of construction works in the field of erecting steel structures (PKD.45.25.C)
execution of masonry construction works (PKD.45.25.D)
execution of specialized construction works n.e.c. (PKD.45.25.E)
execution of electrical installations of buildings and structures (PKD.45.31.A)
execution of other electrical installations (PKD.45.31.D)
execution of insulation construction works (PKD.45.32.Z)
execution of other electrical installations (PKD.45.31.D)
execution of central heating and ventilation installations (PKD.45.33.A)
execution of plumbing (PKD.45.33.B)
execution of gas installations (PKD.45.33.C)
execution of other building installations (PKD.45.34.Z)
rental of construction and demolition equipment with operator service (PKD.45.50.Z)
development and sale of real estate on own account (PKD.70.11.Z)
purchase and sale of real estate on own account (PKD.70.12.Z)
rental of real estate on own account (PKD.70.20.Z)
real estate brokerage (PKD.70.31.Z)
property management on request (PKD.70.32.Z)
execution of general construction works in the field of bridge structures (PKD.45.21.B)
flooring: wallpapering and facing of walls(PKD.45.43.A)
painting(PKD.45.44.A)
installation of passenger and goods lifts and escalators (PKD.45.31.C)
execution of electrical signalling installations (PKD.45.31.B)
foundation works(PKD.45.25.B)
construction of other water engineering facilities (PKD.45.24.B)
execution of general construction works in the field of distribution of linear facilities: pipelines, power and telecommunications lines – local (PKD.45.21.D)
execution of general construction works in the field of linear facilities: pipelines, power, electrotraction and telecommunications lines – industrial (PKD.45.21.C)
other commercial activities not elsewhere classified (PKD.74.84.B)
examination of technical analyses (PKD.74.30)
activities in the field of construction, urban planning, technological design (PKD.74.20.A)
rental of construction machinery and equipment (PKD.71.32.Z)
rental of other means of land transport (PKD.71.21.Z)
other activities supporting land transport (PKD.63.21.Z)
rental of trucks with driver(PKD.60.24.C)
road freight transport by specialized vehicles (PKD.60.24.A)
other retail sales in non-specialized stores (PKD.52.12.Z)
retail sale of non-food products, in specialized stores not elsewhere classified (PKD.52.48.G)
other specialised wholesale (PKD.51.70.A)
other non-specialized wholesale (PKD.51.70.B)
service activities related to the development of green areas (PKD.01.41.B)
rental of personal and household goods (PKD.71.40.Z)
rental of other machinery and equipment (PKD.71.34.Z)
other commercial activities not elsewhere classified (PKD.74.87.B)
IT-related activities, other (PKD.72.60.Z)
management and management in the field of conducting business activity (PKD.72.60.Z)

(2) If taking up or conducting business activity specified in the objects of the Company's activity listed in paragraph 2. (1), by virtue of special provisions of generally applicable law, requires the consent, permit or concession of an authority or administration of a state or local government ? the commencement and subsequent pursuit of such activities may take place after such authorisation, consent or concession has been obtained.

(3) A significant change in the object of the Company's activity is made without the redemption of shares referred to in Article 3. 416 ? 417 of the Commercial Companies Code, if the resolution of the General Meeting in this matter is adopted by a two-thirds majority of votes in the presence of persons representing at least half of the share capital.

CAPITAL AND SHARES

(§ 6)

(1) The share capital amounts to PLN 1,600,000 (one million six hundred thousand zlotys) and is divided into:

(a) 1,600,000 series A registered shares with a nominal value of PLN 0.50 (fifty groszy) each,
(b) 400,000 series B ordinary bearer shares with a nominal value of PLN 0.50 (fifty groszy) each.
(c) 1,200,000 series C shares with a nominal value of PLN 0.50 (fifty groszy) each.

(2) Series A shares are registered shares with preferential voting rights? in such a way that each share of this series gives the right to 2 (two) votes at the General Meeting. The abolition or limitation of that preference requires the consent of the shareholders concerned? expressed in accordance with Art. 419 § 1 of the Commercial Companies Code. In the event of the sale of series A shares, their preference expires, except for the sale of these shares in the manner specified in (§7) ? to other shareholders of the Company who are the owners of privileged registered shares of this series; in addition, the preference for those shares shall cease if they are converted into bearer shares.

(3) Series A and B shares were issued in exchange for shares in the transformed limited liability company? PRIMA MODA limited liability company? based in Wrocław.

(4) Shares in the Company may be both registered and bearer.

(5) At the request of a shareholder, after the Opinion of the Management Board – the General Meeting will convert registered shares into bearer shares. In the case of conversion of registered shares into bearer shares? the voting privileges of the registered shares? Expires. Conversion of bearer shares into registered shares? is not acceptable.

(6) Granting voting rights to the pledgee and user of the shares requires the consent of the Supervisory Board. During the period when the shares of a public company on which the pledge or use has been established ? are recorded in a securities account at a brokerage house or in a bank maintaining securities accounts? the shareholder shall have the right to vote on those shares.

(7) The Company's shares may be redeemed with the consent of the shareholders by way of their acquisition by the Company (voluntary redemption). Redemption of shares requires a resolution of the General Meeting. Redemption of shares requires a reduction in the share capital.

(§ 7)

(1) The Company's share capital may be increased. An increase in the share capital may take place through the issue of new shares, by determining the minimum and maximum amount of this capital and as a target or conditional increase. New issue shares may be registered shares or bearer shares and may be covered by cash or non-cash contributions, in accordance with resolutions of the General Meeting or authorizations granted to the Management Board under these Statutes.

(2) An increase in the share capital may also be effected by increasing the nominal value of the shares.

(3) An increase and coverage of the share capital increase may also be effected by earmarking for this purpose? by virtue of a resolution of the General Meeting? part of the funds from the reserves and from the Company's reserve capital? when the conditions are met and in accordance with the requirements set out in this respect in Article 442 et seq. of the Commercial Companies Code.

(4) The Company may issue bonds, including bonds convertible into shares and bonds with pre-emptive rights.

COMPANY BODIES

(§ 8)

The Company's bodies are:

(1) the General Meeting,
(2) the Supervisory Board,
(3) Management Board.

GENERAL MEETING

(§ 9)

(1) The General Meeting shall be held as ordinary or extraordinary and shall be convened by the Management Board of the Company, which shall also set the agenda of the General Meeting. The Annual General Meeting is held once a year, no later than within 6 (six) months after the end of each financial year of the Company.

(2) The Extraordinary General Meeting is convened by the Management Board of the Company on its own initiative or ? when the Supervisory Board deems it advisable to convene an Extraordinary General Meeting? at a written request submitted by the Supervisory Board. If the Supervisory Board submits such a request? The Management Board is obliged to convene an Extraordinary General Meeting within two weeks from the date of submitting a given request.

(3) A shareholder or shareholders representing at least one tenth of the Company's share capital? may require the Management Board to convene an Extraordinary General Meeting, as well as to place certain matters on the agenda of the next General Meeting. Such a request should be submitted to the Management Board in writing, at the latest one month before the proposed date of the General Meeting.

(4) If requested in paragraph (2) or (3) was submitted after the announcement of convening the General Meeting ? they should then be treated as a demand for the next General Meeting.

(5) The General Meeting may adopt resolutions only on matters included in the agenda? unless the entire share capital is represented at the General Meeting, and none of those present objected to the adoption of the resolution.

(6) Matters brought to the General Meeting should be presented to the Supervisory Board for consideration in advance? with the exception of the Management Board's motion addressed to the General Meeting, regarding granting consent to perform actions in the absence of such consent on the part of the Supervisory Board.

(7) The General Meeting is opened by the Chairman of the Supervisory Board or a person designated by him, after which the Chairman of the General Meeting is elected from among the persons entitled to vote at the General Meeting. In the absence of these persons, the General Meeting shall be opened by the President of the Management Board or a person appointed by the Management Board.

(8) Removal from the agenda or failure to consider a matter placed on the agenda at the request of the shareholders requires the adoption of a resolution of the general meeting, with the prior consent of all shareholders present who have made such a request, supported by 75% of the votes of the general meeting.

(§ 10)

(1) The General Meeting of the Company adopts resolutions on matters reserved to its competence in the provisions of the Commercial Companies Code and in other provisions of generally applicable law? unless the provisions of these Statutes, within the limits permitted by law, provide otherwise? and in particular in the following cases:

(a) approving the directions of the Company's development and annual and long-term programs of its activities;
(b) amendment of the Company's Articles of Association, including an increase or decrease in the share capital and a change in the Company's business;
(c) consideration and approval of the financial statements, the Management Board's report and the Supervisory Board's report;
(d) adopting resolutions on the distribution of profit and coverage of losses, determining the dividend date and determining the dividend payment date;
(e) granting discharge to the members of the Management Board and the Supervisory Board for the performance of their duties;
(f) issuance of the Company's bonds, including bonds convertible into shares and bonds with pre-emptive rights;
(g) appointing and dismissing members of the Supervisory Board and determining their remuneration;
(h) merger and transformation of the Company and dissolution and liquidation of the Company;
(i) any provision relating to claims for compensation for damage caused in the establishment of the Company, the exercise of management or supervision;
(j) the sale or lease of the Company's enterprise or its organized part or the establishment of a limited right in rem thereon.

(2) Acquisition, sale or encumbrance by the Company of real estate or a share in real estate and conclusion of an agreement with the underwriter referred to in Article 2. 433 § 3 of the Commercial Companies Code – does not require the consent and resolution of the General Meeting. In these matters, it is required to obtain the consent of the Supervisory Board, in the form of a resolution. (3) The General Meeting of Shareholders shall adopt its rules of procedure, specifying in detail the procedure for conducting the meeting.

(§ 11)

The General Meeting is held at the Company's registered office. The General Meeting may also be held in the place where the company operating the stock exchange is located, where the Company's shares are traded.

(§ 12)

(1) Resolutions of the General Meeting shall be adopted by a simple majority of votes cast, unless the provisions of the Act or these Statutes provide otherwise.

(2) In the case provided for in Article 2. Article 397 of the Commercial Companies Code requires a majority of 3/4 of the votes cast for the resolution on the dissolution of the Company.

SUPERVISORY BOARD

(§ 13)

(1) The Supervisory Board of the Company consists of 5 (five) to 7 (seven) members appointed for a joint term of office. The term of office of the Supervisory Board is 3 (three) years.

(2) Members of the Supervisory Board are appointed and dismissed by the General Meeting

(3) The Supervisory Board shall elect the Chairman and Vice-Chairman from among its members.

(§ 14)

(1) The Supervisory Board exercises permanent supervision over the Company's activities in all areas of its activity.

(2) The competences of the Supervisory Board include, in particular, the following matters:

(a) auditing, evaluating and reviewing the Company's annual financial statements;
(b) audit of the Management Board's report and the Management Board's conclusions regarding the distribution of profit or coverage of losses;
(c) submitting to the General Meeting a written report on the results of the activities referred to in point ( paragraph . (a) and (b);
(d) appointing and dismissing members of the Management Board, and determining their remuneration;
(e) concluding agreements between the Company and members of the Management Board;
(f) suspending individual members of the Management Board or the entire Management Board for important reasons;
(g) delegating its members to temporarily perform the activities of the Management Board of the Company in the event of dismissal or suspension of members of the Management Board, or in a situation where the Management Board for other reasons cannot act;
(h) appointment of a statutory auditor to audit the Company's financial statements;
(i) giving opinions on draft resolutions submitted for adoption to the General Meeting;
(j) consent to the acquisition, sale of real estate or the right of perpetual usufruct or encumbrance by the Company of real estate or a share in real estate and to conclude with the underwriter the agreement referred to in Article 1. 433 § 3 of the Commercial Companies Code;
(k) other matters provided for by the relevant provisions of the Commercial Companies Code and other relevant provisions of generally applicable law;
(l) performing other tasks specified in these Statutes or resolutions of the General Meeting.

(3) In order to perform its activities, the Supervisory Board is entitled to inspect all departments of the Company's work, review the Company's assets, audit the accounting books and any other documents of the Company, and request reports and explanations from the Management Board and the Company's employees.

(§ 15)

(1) The Supervisory Board shall hold meetings as necessary, but at least four times in each financial year of the Company.

(2) Meetings of the Supervisory Board shall be convened and chaired by the Chairman of the Supervisory Board, and in his absence by another member of the Supervisory Board designated by the Chairman.

(3) The Chairman of the Supervisory Board is obliged to convene a meeting of the Supervisory Board also at the written request of the Management Board or at the written request of a member of the Supervisory Board. Such requests must include the proposed agenda. The Chairman of the Supervisory Board shall convene a meeting of the Supervisory Board within 2 (two) weeks of receipt of a given request.

(§ 16)

(1) The Council shall be capable of adopting resolutions if at least half of its members are present at the meeting and all members have been invited. Resolutions are adopted by an absolute majority of votes, unless the Articles of Association or the Regulations of the Supervisory Board provide otherwise. The Supervisory Board may adopt resolutions in writing or using means of direct distance communication. A resolution is valid when all members of the Supervisory Board have been notified of the content of the draft resolution and could vote on it.

(2) The Supervisory Board adopts resolutions by an absolute majority of votes? in the presence of at least half of the composition of the Supervisory Board. In the event of a tie, the vote of the Chairman of the Supervisory Board shall prevail.

(3) Meetings of the Supervisory Board shall be recorded.

(§ 17)

Detailed organization of the Supervisory Board and detailed manner of performing activities by the Supervisory Board? it shall be determined by the rules of procedure adopted by the General Meeting.

BOARD

(§ 18)

(1) The Management Board of the Company consists of 1 (one) to 5 (five) members appointed for a joint term of office.

(2) The term of office of the Management Board shall be 3 (three) years.

(3) The Management Board is appointed and dismissed by the Supervisory Board, which within the limits set out in paragraph 3. (1) determine the number of its members and determine the remuneration of the appointed members of the Management Board. In the case of a single-person Management Board – the person constituting this Management Board is also the President of the Management Board. In the case of a multi-person board? The Supervisory Board appoints individual members of the Management Board to specific functions in the Management Board? except that in the first place it appoints the President of the Management Board, and the other members of the Management Board are appropriately appointed and dismissed at the request of the President of the Management Board.

(4) Members of the Management Board may be appointed from outside the group of shareholders of the Company.

(5) Individual members of the Management Board or the entire Management Board may be dismissed before the end of the term of office or suspended for important reasons? by the Supervisory Board or the General Meeting.

(§ 19)

(1) The scope of the Management Board's activities includes all matters related to the running of the Company not reserved by the Commercial Companies Code, other provisions of generally applicable law or this Statute to the competence of the Supervisory Board or the General Meeting.

(2) All members of the Management Board are entitled and obliged to jointly conduct the Affairs of the Company. The President of the Management Board organizes the work of the Management Board and is the official superior of the Company's employees; in particular, on the basis of resolutions of the Management Board, it issues internal orders, official instructions, regulations and other internal regulations regulating the Company's activities.

(§ 20)

(1) The Management Board directs the Company's activities and represents them externally to third parties, authorities, courts and offices.

(2) The following are authorized to make declarations of will and sign on behalf of the Company:

(a) in the case of a single-member Board: the President of the Management Board? independently, two proxies? jointly, a proxy and a proxy acting within the limits of the authorization? a total of two or two representatives acting within the limits of the authorization? total;
(b) in the case of a multi-member Board: two members of the Management Board? jointly, a member of the Management Board and a proxy ? jointly, a member of the Management Board and a proxy acting within the limits of the authorization? in total, two proxies? jointly, a proxy and a proxy acting within the limits of the authorization? a total of two or two representatives acting within the limits of the authorization? Including.

(3) To perform activities of a certain type or to perform individual activities ? proxies may be appointed acting independently within the limits of the mandate.

(4) Granting of proxies and powers of attorney? with the exception of procedural powers of attorney? takes place in the form of resolutions of the Management Board. Granting a proxy requires the consent of all members of the Management Board. The power of attorney may be revoked by the President of the Management Board? alone or two members of the Management Board? Including. The dismissal of the proxy can be made by any member of the Management Board? alone.

(§ 21)

A member of the Management Board may not, without the consent of the Supervisory Board, deal with competitive interests or participate in a competitive company as a partner in a civil law partnership, a partnership or as a member of a capital company body or participate in another competitive legal person as a member of a body. This prohibition also includes participation in a competitive capital company if a member of the Management Board holds at least 10 (ten) percent of shares in it or the right to appoint at least one member of the Management Board.

(§ 22)

Resolutions of the Multi-Person Management Board are adopted by an absolute majority of votes of the Members of the Management Board present at the meeting. In the event of a tie, the president of the Management Board shall vote. Resolutions of the Management Board may be adopted if all members of the Management Board have been properly notified of the Management Board meeting.

ECONOMY AND ACCOUNTING OF THE COMPANY

(§ 23)

(1) The organization of the Company's enterprise is determined by the Company's organizational regulations, adopted by the Management Board after prior opinion by the Supervisory Board.

(2) The company may create special purpose funds.

(§ 24)

(1) The Company keeps reliable accounts in accordance with the provisions of generally applicable law.

(2) The Company shall constitute the following capitals:

(a) share capital;
(b) reserve capital;
(c) reserves to cover individual losses and expenses, which shall be determined by the Supervisory Board.

(3) The Management Board may create special purpose funds included in the burden of the Company's operating costs, as well as additionally contribute them from the part of the profit allocated by the General Meeting for the purposes of the Company.

(4) The financial year of the Company is a calendar year.

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