Certified translation from Polish language.-/-

 

 

1. The Company shall operate under the business name: „Poczta Polska Spółka Akcyjna”.    

2. The Company may use a business name abbreviation: Poczta Polska S.A. ---------

1. The Company’s registered office shall be the capital city of Warsaw.--------------

2. The Company shall operate within the territory of the Republic of Poland and abroad.      

3. The Company may open and manage branches, establishments, offices, representative offices within the territory of the Republic of Poland and abroad. -------------------------------------------

1. The Company’s founder shall be the State Treasury represented by a minister competent in communications matters.------------------------------------------------------------------------

2. The Company was formed as a result of commercialization of a state-owned public utility enterprises „Poczta Polska”.---------------------------------------------------------------------------------

The Company was formed for an indefinite period of time.----------------------------

1. The Company may use a distinguishing trademark.-----------------------------------

2. The Company’s business name and the trademark distinguishing the Company shall be restricted by virtue of law.-------------------------------------------------------------------------------------

The Company shall operate pursuant to the Act dated 5 September 2008 on Commercialization of a State-owned Public Utility Enterprise „Poczta Polska” /Journal of Laws No 180, item 1109/ hereinafter referred to as the „Act”, the Act dated 30 August 1996 on Commercialization and Privatization /Journal of Laws of 2002,  No 171, item 1397, as amended/, hereinafter referred to as the „Act on Commercialization and Privatization”, the Act of 15 September 2000 – the Commercial Companies Code /Journal of Laws No 94, item 1037, as amended/, hereinafter referred to as the „Commercial Companies Code” and this statute, hereinafter referred to as the „Statute”.--------------------------------------------------------

The Company’s business objects shall be:-----------------------------------------------

1) to pursue business which consists of provision of postal services, including the services of a universal nature, --------------------------------------------------------------------------------------------

53.10.Z Postal services under universal service obligation (public operator),--------

53.20.Z Other postal and courier activities,---------------------------------------------

2) issue, introduction into and withdrawal from the market of postage stamps, postcards and envelopes with printed sign of postage fee, ---------------------------------------------------------------

18.12.Z Other printing, -------------------------------------------------------------------

58.19.Z Other publishing activities,------------------------------------------------------

3) other services involving technical and personnel resources of the Company, including press subscription, press and publishing distribution, philately,  -----------------------------------

47.61.Z Retail sale of books in specialised stores,-------------------------------------

47.62.Z Retail sale of newspapers and stationery in specialised stores, --------------

53.20.Z Other postal and courier activities,---------------------------------------------

4) provision of financial services and performance of activities relating thereto, ---

64.92.Z Other credit granting, -----------------------------------------------------------

66.19.Z Other activities auxiliary to financial services, except insurance and pension funding,---------------------        

5) intermediation in financial services, including banking operations,

64.19.Z Other monetary intermediation, ------------------------------------------------

64.92.Z Other credit granting, -----------------------------------------------------------

66.19.Z Other activities auxiliary to financial services, except insurance and pension funding,        

6) provision of logistic services, in particular freight of goods, packaging and warehousing,            

49.39.Z Other passenger land transport n.e.c., ------------------------------------------

49.41.Z Freight transport by road, -------------------------------------------------------

52.10.B Warehousing and storage of other goods, -------------------------------------

52.23.Z Service activities incidental to air transportation,-----------------------------

52.24.C Cargo handling,------------------------------------------------------------------

7) Manufacture of corrugated paper and paperboard and of containers of paper and paperboard 17.21.Z, ----------------------------------------------------------------------------------------------------

8) Manufacture of paper stationery 17.23.Z, -------------------------------------------

9) Pre-press and pre-media services 18.13.Z,-------------------------------------------

10) Binding and related services 18.14.Z,-----------------------------------------------

11) Manufacture of metal structures and parts of structures 25.11.Z,  ---------------

12) Treatment and coating of metals 25.61.Z,-------------------------------------------

13) Machining of metal elements 25.62.Z,  --------------------------------------------

14) Manufacture of locks and hinges 25.72.Z,------------------------------------------

15) Manufacture of steel drums and similar containers 25.91.Z, ---------------------

16) Sale of cars and light motor vehicles 45.11.Z,  ------------------------------------

17) Sale of other motor vehicles other than motorcycles 45.19.Z,--------------------

18) Maintenance and repair of motor vehicles other than motorcycles 45.20.Z,  ---

19) Retail trade of motor vehicle, other than motorcycles, parts and accessories 45.32.Z,   

20) Non-specialised wholesale of food, beverages and tobacco 46.39.Z,-------------

21) Wholesale of solid, liquid and gaseous fuels and related products 46.71.Z,-----

22) Non-specialised wholesale trade 46.90.Z,  -----------------------------------------

23) Other retail sale in non-specialised stores 47.19.Z,  ------------------------------

24) Retail sale of automotive fuel in petrol stations  47.30.Z,-------------------------

25) Other retail sale of new goods in specialised stores 47.78.Z,---------------------

26) Retail sale of second-hand goods in specialized stores 47.79.Z,------------------

27) Retail sale via mail order houses or via Internet 47.91.Z,--------------------------

28) Other retail sale not in stores, stalls or markets 47.99.Z,--------------------------

29) Service activities incidental to land transportation 52.21.Z, ----------------------

30) Hotels and similar accommodation 55.10.Z,---------------------------------------

31) Holiday and other short-stay accommodation 55.20.Z,----------------------------

32) Restaurants and other permanent food service points 56.10.A, -------------------

33) Other food service activities 56.29.Z,-----------------------------------------------

34) Beverage preparation and serving activities 56.30.Z,  -----------------------------

35) Wired telecommunications activities 61.10.Z,-------------------------------------

36) Other telecommunications activities 61.90.Z,--------------------------------------

37) Computer programming activities 62.01.Z,-----------------------------------------

38) Computer consultancy activities 62.02.Z,------------------------------------------

39) Computer facilities management activities 62.03.Z,-------------------------------

40) Other information technology and computer service activities 62.09.Z,---------

41) Data processing, hosting and related activities 63.11.Z,---------------------------

42) Activities of insurance agents and brokers 66.22.Z,--------------------------------

43) Other activities auxiliary to insurance and pension funding 66.29.Z,  ------------

44) Buying and selling of own real estate 68.10.Z,-------------------------------------

45) Renting and operating of own or leased real estate 68.20.Z,----------------------

46) Accounting, bookkeeping and auditing activities; tax consultancy 69.20.Z.,-----

47) Business and other management consultancy activities 70.22.Z,  ----------------

48) Technical testing and analysis  71.20.B,---------------------------------------------

49) Intermediation in sale of advertisement space in press media 73.12.B, ----------

50) Intermediation in sale of advertisement space in electronic media (Internet) 73.12.C,   

51) Intermediation in sale of advertisement time and space in other media 73.12.D,

52) Market research and public opinion polling 73.20.Z,------------------------------

53) Renting and leasing of cars and light motor vehicles  77.11.Z, -------------------

54) Renting and leasing of other motor vehicles, other than motorcycles  77.12.Z, 

55) Renting and leasing of office machinery and equipment (including computers) 77.33.Z,           

56) Renting and leasing of other machinery, equipment and tangible foods n.e.c 77.39.Z,    

57) Travel agency activities 79.11.B,----------------------------------------------------

58) Other reservation service and related activities 79.90.B,--------------------------

59) Private security activities, other than security systems service activities 80.10.Z,          

60) Security systems service activities 80.20.Z,----------------------------------------

61) Combined office administrative service activities 82.11.Z,-----------------------

62) Photocopying, document preparation and other specialised office support activities 82.19.Z,  

63) Activities of call centres 82.20.Z,---------------------------------------------------

64) Packaging activities 82.92.Z,--------------------------------------------------------

65) Defence activities 84.22.Z,----------------------------------------------------------

66) State safety, public order and safety activities 84.24.Z,----------------------------

67) Other education n.e.c. 85.59.B,------------------------------------------------------

68) General medical practice activities 86.21.Z,---------------------------------------

69) Specialist medical practice activities 86.22. Z,-------------------------------------

70) Archives activities 91.01.B,----------------------------------------------------------

71) Gambling and betting activities 92.00.Z,--------------------------------------------

72) Other sports activities 93.19.Z,------------------------------------------------------

73) Other amusement and recreation activities 93.29.Z.-------------------------------

1. The Company’s share capital amounts to PLN 774,140,000 (say: seven hundred seventy four million one hundred forty thousand zlotys) and is divided into 77,414,000 (say: seventy seven million four hundred fourteen thousand) inscribed shares with the nominal value of PLN 10.00 (say: ten zlotys) each which are A series shares with numbers from No A 00000000001 to No A 00077414000.------------

2. All the shares referred to in subpar. 1 shall be taken up by the State Treasury. Global share certificate or shares documents shall be placed in the Company’s deposit, in witness whereof the Management Board shall issue a relevant certificate to the State Treasury. ---------------------------------------

3. The Management Board shall deliver the shares held by the State Treasury upon a request thereof.----------------------------------------------------------------------------------------------------

4. The Management Board shall keep a share register.----------------------------------

The inscribed shares may be converted into bearer shares until such shares are sold to third parties or are introduced into trade on the regulated market.-------------------------------------------------

1. The Company’s shares may be cancelled. --------------------------------------------

2. Cancellation of shares shall be subject to the consent of the shareholder.---------

3. The procedure for share cancellation shall be each time determined by the General Meeting in a resolution. ---------------------------------------------------------------------------------------

1. The share capital may be increased by virtue of a resolution of the General Meeting in course of an issue of new shares (inscribed or bearer), or in course of an increase in the nominal value of the shares.

2. The share capital increase in the course of an increase in the nominal value of the shares may be performed solely from the Company’s own resources.---------------------------------------

The Company may acquire treasury shares in cases provided for by the provisions of Art. 362 § 1 of the Commercial Companies Code.-----------------------------------------------------------------

1. The share capital may be decreased pursuant to the principles set forth in the provisions of Art. 455-458 of the Commercial Companies Code.-----------------------------------------------------

2. The resources referred to in Art. 396 of the Commercial Companies Code shall be transferred to the Company’s capital reserve. ---------------------------------------------------------------------

The Company may issue shares of each and every class, including: issue of convertible bonds pursuant to the Act of 29 June 1995 on Bonds /Journal of Laws of 2001, No 120, item 1300, as amended/ subject to §46 subpar. 3 point 5.---------------------------------------------------------------------------------

The Company’s shares shall be transferable.--------------------------------------------

1. The entitled employees may acquire, free of charge, 15% of the Company’s shares, taken up by the State Treasury on the day when the Company was entered in the register, pursuant to the principles set forth in the Act on Commercialization and Privatization, in connection with Art. 18 of the Act.---

2. Shares acquired by the entitled employees, pursuant to the principles set forth in subpar. 1, may not be a subject of trade prior to the lapse of two years since the State Treasury sold the first shares on general principles, however, the shares acquired by the employees holding functions of the Management Board members may not be a subject of trade prior to the lapse of three years since the State Treasury sold the first shares on general principles. Throughout the above periods, such shares may not be converted into bearer shares. --------------------------------------------------------------------------------------------

3. Shares acquired by the entitled employees may not be subject to a compulsory redemption in line with Art. 418 of the Commercial Companies Code, within the time limits referred to in subpar. 2.       

4. The Company shall assist the State Treasury in execution of the right referred to in subpar. 1.    

1. The shareholder – the State Treasury, represented by the minister competent in communications matters, shall be vested with the rights under this Statute and separate provisions of law.-

2. As long as the State Treasury is the shareholder of the Company, it shall be have the right to:     

1) receive information of the Company in the form of a quarterly report in compliance with the guidelines of the minister competent in the State Treasury matters,-------------------------

2) receive information on any material changes in the financial and legal status of the Company,    

3) receive notifications of convening the General Meeting by a register letter with return receipt or by a courier post with return receipt,----------------------------------------------------------------

4) receive a copy of the minutes from the meetings of the Supervisory Board where an annual assessment of the Company’s operations is carried out, resolutions on appointment, revocation, or suspension in duties of the Management Board members are adopted, and the meetings where dissenting opinions were raised with respect to the adopted resolutions, together with the copies of the resolutions,           

5) receive a copy of the information delivered to the minister competent in public finance matters on sureties and guarantees granted, pursuant to Art. 34 of the Act of 8 May 1997 on Sureties and Guarantees Granted by the State Treasury and Certain Legal Entities /Journal of Laws of 2003, No 174, item 1689, as amended/.-----------------------------------------------------------------------------------------

1. The Company’s bodies shall be:-------------------------------------------------------

1) the Management Board,----------------------------------------------------------------

2) the Supervisory Board,-----------------------------------------------------------------

3) the General Meeting.-------------------------------------------------------------------

2. Irrespective of the restrictions set forth by the provisions of law, the Management Board member and the Supervisory Board member may not pursue, on its own account or together with other persons, business which may raise doubts as to its impartiality, interests, or may lead to a conflict of interests with the Company or its subsidiaries, manage such business, be a representative or an attorney of the entities pursuing thereof, be employed by or perform other tasks for the entrepreneurs pursuing such business or hold shares in the companies involved in trade relationships with the Company or its subsidiaries, except for the shares acquired on the regulated market. ------------------------------------------------------------------------

1. Subject to the absolutely binding provisions of the Commercial Companies Code and the provisions of this Statute, the resolutions of the Company’s bodies shall be adopted by an absolute majority of votes, where the absolute majority of votes shall mean that more votes were cast “for” than “against” and “abstained”.  ----------------------------------------------------------------------------------------------------

2. In the event of a voting deadlock in course of adoption of a resolution by the Management Board or the Supervisory Board, the President of the Management Board or the Chairman of the Supervisory Board respectively shall have the casting vote. -------------------------------------------------------

 

1. The Management Board shall be composed of 3 to 6 members appointed and revoked by the Supervisory Board. The number of the Management Board members shall be specified by the Supervisory Board, except for the composition of the initial Management Board appointed by the minister competent in communications matters.------------------------------------------------------------------------

2. Subject to § 21, the Supervisory Board shall appoint the President, the Vice-President(s) and other members of the Management Board having conducted a recruitment procedure in compliance with the provisions of the Ordinance of the Council of Ministers of 18 March 2003 on Conducting  Recruitment Procedure for the Position of a Management Board Member in Certain Commercial Companies /Journal of Laws No 55, item 476, as amended/. ----------------------------------------------------------

3. The Management Board members shall be appointed for a joint term of office which shall last three years, except for the initial Management Board whose term of office shall expire on 31 December 2012.----------------------------------------------------------------------------------------------------

4. The Management Board members’ mandates shall expire as of the day when the General Meeting approving the financial statement for the last full financial year when the Management Board member held its function is held. The financial year shall be specified in § 49 subpar. 1, however, the initial financial year shall correspond with the financial year referred to in § 49 subpar. 2.-----------------------------

5. The Management Board member’s mandate shall also expire through the member’s death, resignation or revocation from the composition of the Management Board.-----------------------------

6. Each Management Board member may be revoked or suspended in duties by the Supervisory Board. ----------------------------------------------------------------------------------------------------

7. The Management Board member shall submit a written resignation to the Supervisory Board and to the attention of the minister competent in communications matters as long as (s)he represents the State Treasury as the shareholder of the Company. ------------------------------------------------------------

8. Should the number of the Management Board members fall below the minimum prescribed hereunder, the Supervisory Board shall undertake immediate actions to supplement the composition of the Management Board. --------------------------------------------------------------------------------------------

1. As long as the State Treasury is the Company’s shareholder, and the Company, on an average annual basis, employs over 500 employees, the Supervisory Board shall appoint to the composition of the Management Board one person elected by the Company’s employees for the term of office of the Management Board.  ----------------------------------------------------------------------------

2. The Supervisory Board shall call for election of a candidate for the Management Board member taking into consideration the provisions of § 22 and 23. The election of a candidate for the Management Board, elected by the employees for the Management Board of the initial term of office shall be called by the Supervisory Board as soon as practicable, not later than within three months since the Company is entered in the register of entrepreneurs, and for the subsequent term of office – not later than two months prior to the expiry of the term of office. The election shall take place within two months since it is called for by the Supervisory Board.-------------------------------------------------------------------------------

3. Failure by the Company’s employees to elect Management Board member shall not hinder the adoption of valid resolutions by the Management Board, unless the number of the Management Board members is lower than the minimum set forth hereunder.------------------------------------

4. The provisions referred to in § 20 subpar. 2 shall not apply to the Management Board member elected by the employees.--------------------------------------------------------------------------------

1. The election of the Management Board member, elected by the employees, shall be carried out in a secret ballot, as direct and universal. ----------------------------------------------------------

2. The election shall be organized and carried out by the Electoral Commissions – the National Electoral Commission and the Regional Electoral Commissions, appointed from among the Companies employees. The National Electoral Commission shall be appointed by the Supervisory Board. The Regional Electoral Commissions shall be appointed by the National Electoral Commission. The Electoral Commissions shall not be composed of persons who run as a candidate in the election. The Electoral Commissions shall be liable for carrying out the elections smoothly, in compliance with the applicable provisions of law, the Statute, the Election Regulation and the Commission Works Regulation.--------------------------------

3. The Election Regulation shall be resolved by the Supervisory Board. The Election Regulation shall determine in particular the detailed procedure for carrying out the election and revocation of the Management Board member elected by the employees, as well as shall determine the tasks of the National Electoral Commission and the Regional Electoral Commissions with respect to preparation and carrying out of the election.------------------------------------------------------------------------------------------

4. The National Electoral Commission shall lay down the Commission Works Regulation.  

5. Any employee of the Company shall have a right to vote, and an employee who obtains the support in writing of at least one thousand of the Company’s employees shall have the right to stand for the election.  ----------------------------------------------------------------------------------------------------

6. A proposal of a candidate for the Management Board member shall be presented to the National Electoral Commission in writing.--------------------------------------------------------------

7. The person who received the highest number of valid votes in the election shall be the candidate elected by the employees. The result of the election shall bind the Supervisory Board.---

8. In the event that more than one candidate received in the election the same, highest number of votes, the voting shall be repeated. In the repeated voting, the election is carried out solely from among those candidates who received the same, highest number of votes. --------------------------------

9. Having determined the final result of the election, the National Electoral Commission shall confirm the validity thereof, and subsequently shall announce the results of the election and shall provide the Supervisory Board with the election documentation. -----------------------------------------

10. The Supervisory Board may invalidate the election in the event that it finds the reservations raised as to the compliance of the election with the generally applicable provisions of law, the Statute, the Election Regulation and the Commission Works Regulations to be justified. ------------------------

11. The Management Board shall assist to the extent necessary in carrying out the elections.          

1. Should the Management Board member, elected by the employees, be revoked, resign or die, the person who received the consecutive highest number of votes in the election shall be appointed. Should this prove impossible, a supplementary election shall be carried out. The provisions of § 22 shall apply to the supplementary election.-------------------------------------------------------------------------

2. The supplementary election of the Management Board member, elected by the employees, shall be called for by the Supervisory Board within two months since the Supervisory Board acquires information on the existing circumstances which justify the carrying out of the election. Such election shall be carried out within two months since it is called for by the Supervisory Board. Until the composition of the Management Board is supplemented by a Management Board member elected by the employees, the resolutions of the Management Board shall be valid, unless the number of the Management Board member falls below the minimum set forth hereunder. ------------------------------------------------------------------

3. Upon a written application of at least 15% of the Company’s employees, the Supervisory Board shall call for voting on revocation of the Management Board member elected by the Company’s employees. The result of the voting shall bind the Supervisory Board provided that at least 50 % of all the entitled employees vote and the application referred to in the first sentence receives in its favour an absolute majority of the votes cast. ----------------------------------------------------------------------------------------

4. The application to revoke the Management Board member elected by the employees shall be submitted to the Management Board. The Management Board shall immediately deliver the application to the Supervisory Board.-------------------------------------------------------------------------------

5. The voting on revocation of the Management Board member elected by the employees shall be carried out under the same procedure as applied to the election.-------------------------------------

1. The candidate for the Management Board member elected by the employees who is the Company’s employee employed under a work contract, having been appointed to the Management Board, shall conclude with the Company, for the time of mandate, an annex to the hitherto work contract which shall specify the remuneration and additional rights and duties relating to the performance of the function in the Management Board.---------------------------------------------------------------------------------------------

2. As of the expiry of the mandate of the Management Board member, the employee referred to in subpar. 1 may return to the previously held or corresponding work position, and shall remain the employee benefits acquired prior to the appointment to the composition of the Management Board.

1. The Company shall be the employer within the meaning of the Labour Code.-----

2. A person authorized by the Management Board shall perform the labour law activities subject to the provisions of § 37 subpar. 1.--------------------------------------------------------------------

1. The Management Board shall manage the Company’s affairs and shall represent the company in all court and out-of-court actions.-----------------------------------------------------------------

2. The Management Board shall be competent in all matters relating to the management of the Company’s affairs which are not restricted by virtue of law or the provisions of the Statute for the General Meeting or the Supervisory Board.-------------------------------------------------------------

3. The  Management Board Bylaws adopted under a resolution of the Management Board and approved by the Supervisory Board shall specify the procedure for the Management Board operations.       

1.  Joint action of two Management Board members or one Management Board member together with an official proxy shall be required to make declarations on behalf of the Company.----------

2. An unanimous resolution of all the Management Board members shall be required to grant an official proxy. Any Management Board member may revoke an official proxy.---------------------

1. A Management Board resolution shall be required with respect to any matters beyond the scope of ordinary activities of the Company.------------------------------------------------------------

2. A Management Board resolution shall be required in particular to:-----------------

1) adopt the Management Board bylaws,-------------------------------------------------

2) adopt the Company’s organizational bylaws,-----------------------------------------

3) grant an official proxy,-----------------------------------------------------------------

4) assume borrowings, subject to the provisions of § 30 subpar. 2 point 5 and § 46 subpar. 3 point 10,                  

5) approval of annual schedules of works and expenditures and long-term plans,----

6) grant loan guarantees and sureties, subject to the provisions of § 30 subpar. 2 point 6,     

7) dispose of and encumber the elements of fixed assets of value exceeding EUR 50,000, subject to the provisions of § 46 subpar. 3 point 2,-----------------------------------------------------------

8) acquire elements of fixed assets of value exceeding EUR 50,000, subject to the provisions of § 46 subpar. 3 point 3,---------------------------------------------------------------------------------

9) issue notes of value exceeding EUR 50,000, subject to the provisions of  § 30 subpar. 2 point 9,                  

10) enter by the Company into a contract of donation or debt exemption and other contracts not relating to the Company’s business objects set forth in the Statute, subject to the provisions of § 30 subpar. 2 point 2,                  

11) take up or acquire shares or interests in other company, subject to the provisions of § 30 subpar. 2 point 7 and § 46 subpar. 3 point 11, ------------------------------------------------------------

12) sale of acquired or taken up shares or interests in other company, subject to the provisions of § 30 subpar. 2 point 8 and § 46 subpar. 3 point 12,--------------------------------------------------

13) matters the review whereof by the Supervisory Board was requested by the Management Board.                  

 

1. The Supervisory Board shall be composed of five persons. The Chairman of the Supervisory Board shall be elected by the General Meeting and upon the application of the Chairman shall elect a deputy Chairman and the Secretary, except for the initial Supervisory Board where the Chairman and the Secretary and, if justified, the deputy Chairman shall be appointed by the minister competent in communications matters.-------------------------------------------------------------------------------------------

2. The Supervisory Board shall exercise supervision over the operations of the Company in all areas thereof.-------------------------------------------------------------------------------------------

1. The Supervisory Board shall have the right to:----------------------------------------

1) assess the Management Board report on the Company’s activity and the financial statements for the financial year with respect to the compliance thereof with the account books, documents and the factual circumstances. The above shall also apply to the consolidated financial statements of the capital group, if it is prepared,------------------------------------------------------------------------------------------

2) assess the Management Board applications as to the distribution of profit or cover of loss,        

3) submit to the General Meeting an annual, written report on results of the activities referred to in point 1 i 2,----------------------------------------------------------------------------------------------

4) appoint an expert auditor to audit the financial statements,-------------------------

5) evaluate the Company’s long-term strategic plans,----------------------------------

6) evaluate annual schedules of works and expenditures,-------------------------------

7) resolve the bylaws which lays down the procedure for the Supervisory Board operations,

8) approve the bylaws of the Management Board,---------------------------------------

9) appoint and revoke the Management Board members,-------------------------------

10) suspend in duties the Management Board members due to significant reasons,--

11) delegate the Supervisory Board members to temporarily perform the activities of the Management Board members who are not able to perform their activities,--------------------------------

12) carry out the recruitment procedure referred to in § 20 subpar. 2,----------------

13) adopt the Management Board Election Regulation and the Supervisory Board Election Regulation.----------------------------------------------------------------------------------------------------  

2. The Supervisory Board shall also have the right to grant its consent to the Management Board to:----------------------------------------------------------------------------------------------------

1) have the Management Board members take positions in bodies of other companies,         

2) enter by the Company into a contract of donation or debt exemption and other contracts not relating to the Company’s business objects set forth in the Statute with the value exceeding EUR 5,000. The equivalent of the above shall be calculated pursuant to the National Bank of Poland fixing rate announced on the date of conclusion of the contract,----------------------------------------------------------------------

3) dispose of or encumber the elements of the fixed assets of the value exceeding EUR 10,000,000, however, not exceeding the value of 1/3 of the Company’s share capital,-------------------

4) acquire the elements of the fixed assets of the value exceeding EUR 10,000,000, however, not exceeding the value of 1/3 of the Company’s share capital,----------------------------------

5) assume borrowings by the Company in the event that the value of the borrowing exceeds EUR 10,000,000, however, not exceeding the value of 1/3 of the Company’s share capital, ----

6) grant by the Company loan guarantees and sureties of value exceeding EUR 30,000,        

7) take up or acquire shares or interests in other companies with the value exceeding EUR 500,000, however, not exceeding the value of 1/3 of the Company’s share capital,-------------------

8) sell the shares or interests taken up or acquired in other company companies with the value exceeding EUR 500,000, however, not exceeding the value of 1/3 of the Company’s share capital,--

9) issue notes with the value exceeding EUR 10,000,000.-----------------------------

3. A written justification shall be required concerning the refusal to grant consent by the Supervisory Board with respect to the issues referred to in subpar. 2.-------------------------------------

4. The Management Board shall provide the Supervisory Board with the copies of the information delivered to the minister competent in public finance matters on the sureties and guaranties granted, pursuant to Art. 34 of the Act of 8 May 1997 on Sureties and Guarantees granted by the State Treasury and Certain Legal Entities /Journal of Laws of 2003, No 174, item 1689, as amended/.----------------

1. In reasonable cases, the Supervisory Board may delegate, for a definite period of time, particular members to individually perform specified supervision activities.--------------------------

2. A delegated Supervisory Board member shall submit a written report on the performed activities to the Supervisory Board.--------------------------------------------------------------------------

1. The Supervisory Board members shall comply with the requirements set forth in the Ordinance of the Council of Ministers of 7 September 2004 on Trainings and Examinations for Candidates to Supervisory Board of Companies where the State Treasury is the Sole Shareholder /Journal of Laws No 198, item 2038, as amended/.-----------------------------------------------------------------------------------------

2. The Supervisory Board members shall be appointed for a joint term of office which shall last three years, except for the initial Supervisory Board whose term of office shall expire on 31 December 2011.----------------------------------------------------------------------------------------------------

3. The Supervisory Board members’ mandates shall expire as of the day when the General Meeting is held approving the financial statements for the last full financial year when the Supervisory Board members performed their function. The financial year shall be the year referred to in § 49  subpar. 1, and the first year shall be the financial year referred to in § 49  subpar. 2.--------------------------------------

4. The Supervisory Board member may be revoked by the General Meeting at any time.       

5. The Supervisory Board member shall submit the resignation in writing to the Management Board and for the attention of the minister competent in communications matters as long as (s)he represents the State Treasury as the Company’s shareholder and the minister who (s)he.-------------------------

1. The General Meeting shall appoint two members of the Supervisory Board elected by the employees.----------------------------------------------------------------------------------------------------

2. The Supervisory Board shall call for the election of the candidates for the Supervisory Board members elected by the employees, taking into consideration § 35, not later than two months prior to the expiry of the term of office. The election shall be carried out within two months since it is called for by the Supervisory Board.-------------------------------------------------------------------------------

3. Failure by the employees to elect the Supervisory Board member shall not hinder adoption of valid resolutions by the Supervisory Board.----------------------------------------------------------

1. The election of the Supervisory Board members elected by the employees, except for the election of the members of the initial Supervisory Board, shall be carried out in a secret ballot, as direct and universal.  ----------------------------------------------------------------------------------------------------

2. The election shall be organized and carried out by the Electoral Commissions – the National Electoral Commission and the Regional Electoral Commissions, appointed from among the Companies employees. The National Electoral Commission shall be appointed by the Supervisory Board. The Regional Electoral Commissions shall be appointed by the National Electoral Commission. The Electoral Commissions shall not be composed of persons who run as a candidate in the election. The Electoral Commissions shall be liable for carrying out the elections smoothly, in compliance with the applicable provisions of law, the Statute, the Election Regulation and the Commission Works Regulation.--------------------------------

3. The Election Regulation shall be resolved by the Supervisory Board. The Election Regulation shall determine in particular the detailed procedure for carrying out the election and revocation of the Supervisory Board members elected by the employees, as well as shall determine the tasks of the National Electoral Commission and the Regional Electoral Commissions with respect to preparation and carrying out of the election taking into consideration the provisions of the Statute.  ----------------------------

4. The National Electoral Commission shall lay down the Commission Works Regulation.  

5. Any employee of the Company shall have a right to vote, and an employee who obtains the support in writing of at least five hundred of the Company’s employees shall have the right to stand for the election. subject to the provisions of § 32 subpar. 1.----------------------------------------------------

6. A proposal of a candidate for the Supervisory Board member shall be presented to the National Electoral Commission in writing.--------------------------------------------------------------

7. An employee may support solely one candidate for each mandate.-----------------

8. The person who received the highest number of valid votes in the election shall be the candidates elected by the employees. The result of the election shall bind the General Meeting.-----

9. In the event that more than two candidates received in the election the same, highest number of votes, or two candidates received the same second highest number of votes, the voting shall be repeated. In the repeated voting, the election is carried out solely from among those candidates who received the same, highest number of votes. ------------------------------------------------------------------------

10. Having determined the final result of the election, the National Electoral Commission shall confirm the validity thereof, and subsequently shall announce the results of the election and shall provide the Supervisory Board with the election documentation. -----------------------------------------

11. The General Meeting may invalidate the election in the event that it finds the reservations raised as to the compliance of the election with the Election Regulation and the Commission Works Regulations, the Statute or the generally applicable provisions of law to be justified. ------------------------

12. The Management Board shall assist to the extent necessary in carrying out the elections.          

1. Should the Supervisory Board member, appointed from among the persons elected by the employees, be revoked, resign or die, the person who received the consecutive highest number of votes in the election shall be appointed to the composition of the Supervisory Board. Should this prove impossible, a supplementary election shall be carried out. The provisions of § 34 shall apply to the supplementary election.----------------------------------------------------------------------------------------------------

2. The supplementary election shall be called for by the Supervisory Board within the time limit not exceeding two months since the Supervisory Board acquires information on the event which justifies carrying out of the election. Such election shall be carried out within two months since it is called for by the Supervisory Board. ------------------------------------------------------------------------------

3. Upon a written application of at least 15% of the Company’s employees, the Supervisory Board shall call for voting on revocation of the Supervisory Board member elected by the Company’s employees. The result of the voting shall bind the General Meeting provided that at least 50 % of all the entitled employees vote and the application referred to in the first sentence receives in its favour an absolute majority of the votes cast. ----------------------------------------------------------------------------------------

4. The application to revoke the Supervisory Board member elected by the employees shall be submitted to the Supervisory Board. The Supervisory Board shall immediately deliver the application to the General Meeting.------------------------------------------------------------------------------------------

5. The voting on revocation of the Supervisory Board member elected by the employees shall be carried out under the same procedure as applied to the election.-------------------------------------

1. The Supervisory Board shall adopt resolutions if at least three of its members are present at the meeting, and all the members have been duly notified, except for the adoption of resolutions on personal matters which require the presence of four members.----------------------------------------

2. The Supervisory Board shall adopt resolution in an open voting.--------------------

3. Secret ballot shall be ordered upon a application of the Supervisory Board member and with respect to personal matters. The provisions of  subpar. 4 shall not apply in the event that a secret ballot is ordered.  ----------------------------------------------------------------------------------------------------

4. The Supervisory Board may adopt resolutions in writing or through means of direct communication. Such adoption of a resolution shall require a justification and prior presentation of a draft of the resolution to all the Board members. -------------------------------------------------------------------------

5. The Supervisory Board members may participate in adoption of the Board resolutions by voting in writing or through another Supervisory Board member. Voting in writing may not concern issues entered in the agenda at the meeting of the Supervisory Board.------------------------------------------

6. The resolutions adopted pursuant to subpar. 4 and 5 shall be presented at the ensuing meeting of the Supervisory Board together with the results of the voting. -----------------------------------

7. The adoption of resolutions pursuant to subpar. 4 and subpar. 5 shall not concern the appointment of the Management Board member or revocation and suspension in duties thereof, or any other issues which require a secret ballot.---------------------------------------------------------------------------

8. The Supervisory Board Bylaws shall set forth the detailed procedure for the Supervisory Board operations.----------------------------------------------------------------------------------------

1. A Board member delegated by the Supervisory Board or an Attorney appointed under a resolution of the General Meeting shall conclude with the Management Board members contracts underlying the employment or an annex to the hitherto work contract with respect to the Management Board member elected by the employees.--------------------------------------------------------------------------------

2. The provision of subpar. 1 shall apply respectively to legal transactions between the Company and the Management Board member, other than referred to in subpar. 1.  ---------------------------

1. The Supervisory Board shall hold its meetings at least once every two months. --

2. The meeting of the initial Supervisory Board shall be convened by the minister competent in communications matters.------------------------------------------------------------------------

3. The first meeting of the Supervisory Board of new term of office shall be convened by the Chairman of the Supervisory Board of the previous term of office within one month following the day when the Ordinary General Meeting was held, unless the resolution of the General Meeting stipulates otherwise.
In the event of a failure to convene the meeting as set forth above, the meeting of the Supervisory Board shall be convened by the Management Board.-------------------------------------------------------

4. The meetings of the Supervisory Board shall be convened by the Chairman of the Board or the deputy Chairman, together with the presentation of the detailed agenda.----------------------------

5. The meeting of the Supervisory Board shall be convened upon the application of any member of the Board or upon the application of the Management Board. Should the Chairman of the Supervisory Board fail to convene the meeting within two weeks since that day the request is received, the applicant may convene the meeting individually, giving the date, place and the proposed agenda.-----------------------

6. The meetings of the Supervisory Board shall be recorded in the minutes.---------

1. The Supervisory Board members shall perform their rights and duties in person.-

2. The Supervisory Board members shall be obliged to participate in the Board meetings. The Supervisory Board members shall give the reasons for their absence in writing. A resolution of the Board shall be required to excuse the Board member’s absence.------------------------------------------

3. The Supervisory Board members shall be entitled to monthly remuneration in the amount determined by the minister competent in communications matters, subject to the provisions of the Act on Remuneration of Persons Managing Certain Legal Entities. -------------------------------------------------

4. The Company shall provide the Supervisory Board with administrative service. --

 

1. The General Meeting shall be ordinary or extraordinary.----------------------------

2. Ordinary General Meeting shall be convened by the Management Board. It shall be held not later within six months upon the lapse of each financial year.--------------------------------------

3. Extraordinary General Meeting shall be convened by The Management Board :---

1) on its own initiative,--------------------------------------------------------------------

2) upon a written application of the Supervisory Board,--------------------------------

3) upon a written application of the shareholder – the State Treasury irrespective of its interest in the share capital, submitted at least one month prior to the proposed date of the General Meeting.     

4. Extraordinary General Meeting shall be convened within two weeks since the day when the application referred to in subpar. 3 point 2 and 3 is submitted at the registered office of the Company.           

5. In the event that an Extraordinary General Meeting is not convened within the time limits referred to in subpar. 4, then:--------------------------------------------------------------------------------

1) if the application was submitted by the Supervisory Board – it shall acquire the right to convene an Extraordinary General Meeting,----------------------------------------------------------------

2) if the application was submitted by the shareholder – the District Court may, having summoned the Management Board to submit a statement, authorize the shareholder to convene an Extraordinary General Meeting.------------------------------------------------------------------------------------------

6. The issues placed on the agenda shall be indicated in the application for convening an Extraordinary General Meeting.--------------------------------------------------------------------------------

The General Meetings shall be held in Warsaw. ----------------------------------------

1. Subject to Art. 404 of the Commercial Companies Code, the General Meeting may adopt resolutions solely on issued covered by the agenda.--------------------------------------------------------

2. The agenda shall be proposed by the person convening the General Meeting.-----

3. The shareholder – the State Treasury may request to have particular issues placed on the agenda of the ensuing General Meeting.-----------------------------------------------------------------------

4. In the event that the request referred to in subpar. 3 is submitted after the announcement of convening the General Meeting is made, then it shall be deemed to be an application for convening an Extraordinary General Meeting.--------------------------------------------------------------------------------

The General Meeting shall be opened by a representative of the  State Treasury, the Chairman of the Supervisory Board or the deputy Chairman of the Board, and in the absence thereof – the President of the Management Board or a person appointed by the Management Board. Subject to the provisions of Art. 401 § 1 of the Commercial Companies Code, the Chairman of the General Meeting shall be elected from among the persons entitled to participate thereat.---------------------------------------------------------

 

1. The General Meeting shall adopt resolutions irrespective of the number of shares represented thereat, unless the provisions of the Commercial Companies Code and the Statute stipulate otherwise.     

2. One share shall give one vote at the General Meeting.-------------------------------

The General Meeting adjourn the sessions. Total adjournments may not last longer than 30 days.   

1. The subject of the Ordinary General Meeting shall be to:---------------------------

1) review and approve the financial statement for the previous financial year and the Management Board report on the Company’s activity,---------------------------------------------------------------

2) discharge the members of the Company’s bodies from the performance of their duties,  

3) distribute the profit or cover the loss,------------------------------------------------

4) postpone the dividend payment date or division of the dividend payment into instalments.           

2. The resolutions of the General Meeting shall be required with respect to:--------

1) appointment and revocation of the Supervisory Board members,-------------------

2) setting forth the principles for remuneration and the amount of the remuneration of the Management Board members,----------------------------------------------------------------------------------

3) merger, transformation and division of the Company,-------------------------------

4) amendment to the Statute, including amendment to the Company’s business objects,       

5) winding-up and liquidation of the Company.------------------------------------------

3. The resolutions of the General Meeting shall be required with respect to the following issues involving the Company’s assets:----------------------------------------------------------------

1) sale and lease of the Company’s enterprise or its organised part and encumbrance thereof with a limited property right,---------------------------------------------------------------------------

2) disposal or encumbrance of the elements of the fixed assets with value exceeding 1/3 of the Company’s share capital, -----------------------------------------------------------------------

3) acquisition of the elements of the fixed assets with value exceeding 1/3 of the Company’s share capital, -------------------------------------------------------------------------------------------

4) increase and decrease in the Company’s share capital,------------------------------

5) issue of bonds of each class, including the issue of convertible bonds, pursuant to the Act of 29 June 1995 on Bonds /Journal of Laws of 2001, No 120, item 1300, as amended/,---------------

6) acquisition of treasury shares pursuant to Art. 362 § 2 point 2 of the Commercial Companies Code,----------------------------------------------------------------------------------------------------

7) creation, designation and liquidation of capital reserves,----------------------------

8) designation of the reserve capital,-----------------------------------------------------

9) provisions concerning claims for redress of the damage inflicted in the course of the Company’s formation or in the course of management or supervision, ----------------------------------

10) assumption by the Company of loans in the event that the loan principal exceeds the value of 1/3 of the Company’s share capital, -------------------------------------------------------------------

11) taking up or acquisition of shares or interests in other company with the value exceeding 1/3 of the Company’s share capital, except for taking up or acquisition of shares or interests in lieu of the Company’s claims in course of settlement or composition proceedings,--------------------------------

12) sale of the acquired or taken up shares or interests in other company with the value exceeding 1/3 of the Company’s share capital, except for:-------------------------------------------------------

a) sale of the shares subject to public trade of securities,------------------------------

b) sale of shares or interests which the Company holds in the number not exceeding 10% of the interest in the share capital of particular companies,---------------------------------------------------

c) sale of shares or interests taken up in lieu of the Company’s claims in course of settlement or composition proceedings.-----------------------------------------------------------------------

The resolutions of the General Meeting, except for the issues referred to in § 46, shall be required with respect to the issues referred to in the Commercial companies Code or in the provisions of other acts. 

The applications with respect to the issues referred to in § 46 shall be presented for the agenda of the General Meeting together with the justification of the applicant and a written opinion of the Supervisory Board. The opinion of the Supervisory Board shall not be required with respect to the applications concerning the Supervisory Board members. ---------------------------------------------------------------

1. The Company’s financial year shall correspond with the calendar year.------------

2. The first financial year of the Company shall begin on the first day of the month falling after the Company is entered in the register of entrepreneurs and shall end on 31 December 2009, subject to subpar. 3.----------------------------------------------------------------------------------------------------

3. In the event that the first day of the month referred to in subpar. 2 falls on 1 December 2009 or 1 January 2010, the first financial year shall end on 31 December 2010.---------------------

The Company’s accounting shall be conducted in compliance with the applicable provisions on accounting and other applicable provisions.---------------------------------------------------

1. The Company shall create the following capitals and funds:-------------------------

1) share capital,----------------------------------------------------------------------------

2) reserve capital,--------------------------------------------------------------------------

3) revaluation reserve,---------------------------------------------------------------------

4) other reserves,--------------------------------------------------------------------------

5) employee benefit fund.-----------------------------------------------------------------

2. The Company may create and cancel, by virtue of a resolution of the General Meeting, other capitals to cover particular losses or expenses at the beginning and throughout the financial year.

The Management Board shall:------------------------------------------------------------

1) prepare financial statements together with the report on the Company’s activity for the previous financial year within three months following the balance sheet date,------------------------

2) have the financial statements audited by an expert auditor,--------------------------

3) submit for assessment by the Supervisory Board the documents referred to in point 1, appended with the opinion of an expert auditor and the report on the financial statement  audit,-----------

4) present to the Ordinary General Meeting the documents referred to in point 1, the opinion of an expert auditor, the report on the financial statement audit and the report of the Supervisory Board referred to in § 30 subpar. 1 point 3, within the time limits until the end of the fifth month following the balance sheet date.-----------------------------------------------------------------------------------------------

1. The General Meeting resolution shall specify the allocation of the Company’s net profit.

2. The General Meeting shall make write off from the profit for the reserve capital amounting to at least 8% of the profit for a given financial year until such capital reaches the level of at least one-third of the share capital.--------------------------------------------------------------------------------------------

3. The General Meeting may allocate the net profit in particular to:------------------

1) a dividend for the shareholder,--------------------------------------------------------

2) other capital and funds,-----------------------------------------------------------------

3) other purposes set forth under a resolution of the General Meeting. --------------

4. The dividend day shall be the day when the Ordinary General Meeting is held for the financial year, however, the payment of dividend shall commence not later than within two months following the dividend day, unless the General Meeting stipulates otherwise.

1. The Company shall publish its announcements in Monitor Sądowy i Gospodarczy. The copies of the announcements shall be sent to the shareholder – the State Treasury, represented by the minister competent in communications matters, and also shall be posted at the Company’s registered office in a place accessible to all the employees.--------------------------------------------------------------------------------

2. Within four weeks since the day when the amendments to the Statute are entered in the register of entrepreneurs, the Management Board shall send the uniform text of the Statute to the shareholder referred to in subpar. 1.---------------------------------------------------------------------------------------

3. The resolutions of the General Meeting, adopted in the manner specified in Art. 405 § 1 of the Commercial Companies Code, except for the resolutions subject to entry in the register, shall be announced by the Management Board within one month since the day the resolutions are adopted.---

4. The Management Board shall file with the registry court having jurisdiction over the Company’s registered office an annual financial statements, the opinion of an expert auditor, a copy if the resolution of the General Meeting approving the financial statements and distribution of profit or cover of loss and the report on the Company’s activities, within fifteen days following the day when the General Meeting approved the financial statements of the Company.
In the event that the financial statements were not approved within six months following the balance sheet date, then they shall be filed within fifteen days after that time limit.-----------------------

5. Within fifteen days following the day when the General Meeting approved the financial statements of the Company, the Management Board shall submit for announcement in Monitor Polski B the documents referred to in Art. 70 of the Act of 19 September 1994 on Accounting /Journal of Laws of 2002, No 76, item 694, as amended/.    -----------------------------------------------------------------------------

1. The Company shall be would up due to the reasons provided for by law.-----------

2. The Management Board shall be the liquidators, unless a resolution of the General Meeting stipulates otherwise.----------------------------------------------------------------------------------------

3. As long as the State Treasury is the sole shareholder of the Company, the State Treasury shall be entitled to the residuary estate after all creditors are satisfied or secured.------------------

4. Subject to the absolutely applicable provisions of law and subject to § 30 subpar. 2 point 2 of the Statute, whenever this Statute refers to a particular amount expressed in Euro, this shall mean the Polish zloty equivalent thereof  determined pursuant to the fixing rate of the domestic currency to Euro announced by the National Bank of Poland on the day preceding the adoption of the resolution by the competent Company’s body or authorized to grant consent to carry out the activities for which such equivalent is determined.  

 

====================THE END OF TRANSLATION =======================

Repertorium No 1/08/09

I, Małgorzata Cyganik, a certified translator of English language entered in the list of certified translators of the Ministry of Justice under number TP/9/09, hereby certify the conformity of the above translation with the original of the document in Polish language presented to me.

Warsaw, 20^th August 2009