Chapter 1
General Provisions

§1

1. The name of the company shall be: „Macrologic” Spółka Akcyjna.
2. The company shall use the abbreviated name: „Macrologic” SA.

§2

The registered office of the company shall be in the capital city of Warsaw.

§3

The company shall operate in the Republic of Poland and abroad.


Chapter 2
Business Activities of the Company

§4

Business activities of the Company shall include:
62.01.Z Software Services;
62.02.Z IT Consulting Services;
62.03.Z IT Equipment Management;
62.09.Z Other IT and Computer Services;
63.11.Z Data Processing, Website Management (Hosting) and similar services;
63.12.Z Web Portals;
63.99.Z Other Information Services which are not classified elsewhere;
70.10.Z Head Office and Holding Companies (excluding Financial Holding Companies) Activities;
70.22.Z Other Business and Management Consulting Services;
71.12.Z Engineering and Technical Consulting Services;
77.33.Z Office Machines and Equipment (including computers) Hire and Lease Services;
18.13.Z Print Preparation Services;
18.20.Z Media Copying Services;
46.51.Z Computer, Peripheral Devices and Software Wholesale;
46.52.Z Electronic and Telecommunication Equipment (including spare parts) Wholesale;
58.19.Z Other Publishing Services;
58.29.Z Other Software Publishing Services;
61.90.Z Other Telecommunication Services.
69.20.Z Accountancy and book-keeping services, tax consultancy;
85.59.B Other forms of non-formal education, nec.

§5

The duration of the Company is unlimited.


Chapter 3.
Share Capital

§6

The following capital shall be created in the Company:

  1. Share Capital
  2. Supplementary Capital
  3. Reserve Capital.

 

§7

  1. The share capital of the company amounts to 1,888,719 (one million eight hundred and eighty eight thousand seven hundred and nineteen) PLN and is divided into 1,888,719 (one million eight hundred and eighty eight thousand seven hundred and nineteen) shares of a nominal value of 1 (one) PLN per share.
  2. The Company may issue inscribed or bearer shares.
  3. Share capital can be covered in cash or with in-kind contributions or both. Share capital may be increased through transferring funds from supplementary capital or other funds from net profit to the share capital or through presenting the shareholders with shares instead of their due dividend.
  4. Each share shall give right to one vote at the General Meeting of Shareholders and to a share of the profit of the Company defined by the General Meeting of Shareholders. Profit shall be distributed in relation to the nominal value of shares.
  5. The Company may issue bonds, including bonds convertible into shares.

 

§8

  1. A series founder’s shares with numbers from 1 to 100 000 are ordinary inscribed shares and have been covered with in-kind contributions in the form of the assets of a transformed company under the name of: Biuro Usług Komputerowych „MACROSOFT'' Spółka z ograniczoną odpowiedzialnością.
  2. B series shares with numbers from 100,000 to 800,000 are ordinary bearer shares and have been paid for in cash.
  3. C series shares with numbers from 800,000 to 873,700 are ordinary bearer shares and have been paid for in cash.
  4. D series shares with numbers from 873,701 to 1,052,700 are ordinary bearer shares and have been paid for in cash.
  5. F series shares with numbers from 1,052,701 to 1,579,050 are ordinary bearer shares and have been paid for in cash.
  6. E series shares with numbers from 1,579,051 to 1,676,650 are ordinary bearer shares and have been issued in exchange for A series bonds.
  7. G series shares with numbers from 1,676,651 to 1,691,705 are ordinary bearer shares and have been paid for in cash.
  8. H series shares with numbers from 1,691,706 to 1,786,019 are ordinary bearer shares and have been paid for in cash.
  9. I series shares with numbers from 1,786,020 to 1,888,719 are ordinary bearer shares and have been paid for in cash.


§9

  1. Share capital may be reduced through decreasing the nominal value of shares or through share redemption.
  2. Utility certificates without specified nominal value may be issued in exchange for redeemed shares.
  3. The method and the date of share redemption shall be defined by the resolution of the General Meeting of Shareholders.
  4. Share redemption shall be executed according to the regulations on share capital reduction.



Chapter 4.
The Founders of the Company

§10

The Founders of the Company are:

  1. Bogdan Stanisław Michalak,
  2. Włodzimierz Jacek Napiórkowski,
  3. Andrzej Stanisław Odyniec.



Chapter 5.
The Governing Bodies of the Company

§11

The Governing Bodies of the Company shall be:

  1. The Management Board of the Company,
  2. The Supervisory Board,
  3. The General Meeting of Shareholders.

 

§12

Management Board

  1. The Management Board of the Company shall consist of one or more members.
  2. The members of the Management Board shall be appointed for 3 years.
  3. The number of members of the Management Board shall be defined by the Supervisory Board. The Supervisory Board shall also appoint and recall the members of the Management Board, including the President of the Management Board.

§13

  1. The Management Board shall manage the activities of the Company and represent the Company outside.
  2. The operation of the Management Board shall be detailed in the Bylaws of the Management Board. The Bylaws of the Management Board shall be adopted by the Management Board and approved by the Supervisory Board.


§14

The right to issue statements on behalf of the Company shall be granted to:

  1. Each member of the Management Board in the event of accepting financial obligations or disposing of assets of value no greater than 500,000 PLN (five hundred thousand zloty).
  2. Two members of the Management Board acting together in the case of other statements of will.


§15

Contracts with the members of the Management Board shall be concluded on behalf of the Company by the Chairman of the Supervisory Board.

§16

Supervisory Board

  1. Supervisory Board shall consist of at least five members.
  2. Supervisory Board shall be appointed for three years.
  3. The number of members of the Supervisory Board shall be defined by the General Meeting of Shareholders. The General Meeting of Shareholders shall also appoint and recall the members of the Supervisory Board.
  4. If the Supervisory Board is elected by separate groups, each group shall have the right to recall its appointed member and to appoint another member instead. The members of the Supervisory Board shall be appointed and recalled with the consent of all members of the group, according to the attendance at the General Meeting of Shareholders.

 

§17

The Supervisory Board shall appoint and recall its Chairman.

§18

  1. A meeting of the Supervisory Board shall be held at least once in three months.
  2. The Chairman shall organize the work of the Supervisory Board and chair its meetings.
  3. The Management Board or a member of the Supervisory Board shall have the right to demand the Supervisory Board to call a meeting of the Supervisory Board and to propose an agenda for the meeting.
  4. The Supervisory Board shall have the right to adopt important resolutions when at least 50% of its members are present at the meeting, and when all members of the Supervisory Board have been informed of the date and the place of the meeting in compliance with the Bylaws of the Supervisory Board. Resolutions of the Supervisory Board shall be passed by a majority vote.
  5. The Chairman of the Supervisory Board shall have the right to order a written vote for a resolution without holding a meeting. A written consent of all members of the Supervisory Board is required to adopt a resolution in this manner.
  6. The Supervisory Board shall adopt Bylaws, which detail the rules of its operation.


§19

The Supervisory Board shall perform its activities collectively. The Supervisory Board shall have the right to delegate its members to perform individual supervisory activities.

§20

The responsibilities of the Supervisory Board, apart from those defined in the Code of Commercial Companies, shall include:

  1. Reviewing and approving the plans of the operations of the Company,
  2. Providing advice to the Management of the Company,
  3. Sharing its opinions regarding all documents and motions submitted to the General Meeting of Shareholders by the Management Board,
  4. Giving consent for appointing commercial representative,
  5. Choosing an expert auditor.


§21

The Supervisory Board shall have the right to express its opinions regarding all matters of the Company and submit motions and initiatives to the Management Board. The Management Board must notify the Supervisory Board of its stance regarding an opinion, a motion or an initiative within 2 weeks.

§22

The remuneration of the members of the Supervisory Board shall be set by the General Meeting of Shareholders.

§23

General Meeting of Shareholders
The resolutions of the General Meetings of Shareholders shall be adopted by a majority vote, unless these Articles of Association or the provisions of the Code of Commercial Companies state differently.

§24

  1. The General Meeting of Shareholders shall be opened by the Chairman of the Supervisory Board. The Supervisory Board shall have the right to designate another person to open the General Meeting of Shareholders.
  2. The General Meeting of Shareholders shall adopt its Bylaws detailing the procedures of its meetings.



Chapter 6.
Financial Management of the Company

§25

The Company’s financial year is the calendar year.

§26

The Management Board of the Company shall be obliged to prepare and submit to the Supervisory Board balance sheets, profit and loss accounts and detailed written reports on the Company’s activities in a given financial year within 3 months after the end of this financial year.

§27

The net profit of the Company may be allocated for the following purposes:

  • Shareholder's dividend,
  • Share capital write-offs,
  • Reserve capital write-offs,
  • Other purposes defined by the resolution of the General Meeting of Shareholders.

§28

  1. Management Board is authorized to pay shareholders an advance on the expected dividend at the end of the year, if the Company has sufficient funds to pay. An advance payment shall require the consent of the Supervisory Board of the Company.
  2. Board may have established reserve capitals of profit to advance on the dividend forecast.