STATUT AIRWAY MEDIX SPÓŁKA AKCYJNA
consolidated text of 27/06/2018
The company was formed as a result of the merger of Airway Medix limited liability company
headquartered in Warsaw with the company Airway Medix Bis limited liability company with registered office
in Warsaw effected in accordance with art. 492 § 1 point 2 of the Code of Commercial Companies. Resolution
of the general meeting of shareholders of Airway Medix limited liability company based in
Warsaw on the merger was taken unanimously. resolution of the General meeting of shareholders
Airway Medix Bis limited liability company based in Warsaw in the case
the call was made unanimously.
1. The company operates under the name of Airway Medix Spółka Akcyjna.
2. The Company may use the abbreviation of Airway Medix SA, as well as the company's distinguishing it
1. The registered office of the Company is the Capital City of Warsaw.
2. The Company may operate in the territory of the Republic of Poland and abroad.
3. The company may establish branches and representative offices in the country and abroad, as well as participate
in other companies and business units in the country and abroad.
The company is established for an indefinite period.
The object of the Company's activity
1. The subject of the Company's activity is:
a) Production of fruit and vegetable juices (PKD 10.32.Z);
b) Other processing and canning of fruit and vegetables (PKD 10.39.Z);
c) Manufacture of grain mill products (PKD 10.61.Z);
d) Production of rusks and biscuits; manufacture of preserved body products and
cookies (PKD 10.72.Z);
e) Production of homogenised food products and dietetic foods (PKD
f) Production of other food products not classified elsewhere (PKD
g) Manufacture of non-alcoholic beverages; production of mineral waters and other waters
bottled (PKD 11.07.Z);
h) Agents specializing in the sale of other specific goods
i) Agents involved in the sale of various types of goods (PKD 46.19.Z);
j) Wholesale of computers, peripherals and software (PKD 46.51.Z);
k) Wholesale of other semi-finished products (PKD 46.76.Z);
l) Ungraded wholesale sales (PKD 46.90.Z);
m) Other retail sales in non-specialized stores (PKD
n) Retail sale of other food in specialized stores
o) Retail sale of other new products in specialized stores
stores (PKD 47.78.Z);
p) Retail sales carried out by mail order houses or = nternet (PKD
q) Activities related to software (PKD 62.01.Z);
r) Data processing; web site management (hosting) and similar
activity (PKD 63.11.Z);
s) Operation of internet portals (PKD 63.12.Z);
t) Other information service activities, not classified elsewhere
u) Activities of trusts, funds and similar financial institutions (PKD 64.30.Z);
v) Credit granting services (PKD 64.92);
w) Other financial service activities, not classified elsewhere
insurance and pension funds (PKD 64.99.Z);
x) Activities of head offices and holdings, excluding holding companies
financial (PKD 70.10.Z);
y) Other consultancy in the field of business and management (PKD
z) Engineering activities and related technical consultancy (PKD 71.12);
aa) Other technical testing and analysis (PKD 71.20.B);
bb) Research and development in the field of biotechnology (PKD 72.11.Z);
(cc) Research and development in the field of other natural sciences and
technical (PKD 72.19);
dd) Research and development in the field of social sciences and humanities
ee) Other professional, scientific and technical activities elsewhere
not classified (PKD 74.90.Z);
ff) Renting and leasing of passenger cars and vans (PKD 77.11.Z);
gg) Lease of intellectual property and similar products, excluding works
protected by copyright (PKD 77.40.Z);
hh) Other business support activities, elsewhere
unclassified (PKD 82.99.Z);
ii) Activities supporting education (PKD 85.6);
jj) Paramedical activity (PKD 86.90.D);
kk) Other activities in the field of health care, not classified elsewhere (PKD
ll) Service activities related to improving physical condition (PKD 96.04.Z);
mm) Other service activity, not classified elsewhere (PKD 96.09.Z);
nn) Manufacture of equipment, instruments and medical devices, including dental
oo) Production of products not classified elsewhere (PKD 32.90.Z);
pp) Retail sale of medical devices, including orthopedic, carried out in
specialized stores (PKD 47.74.Z).
2. Where a specific business activity is required under the applicable laws
obtaining a permit or concession, the Company has the right to undertake such activity after obtaining it
appropriate permit or concession.
3. A change in the subject of the Company's operations may take place without the purchase of shares of the Shareholders who do not
they agree to change if the relevant resolution is adopted by a two-thirds majority
votes in the presence of persons representing at least half of the share capital. -----------
1. The share capital of the Company is PLN 19.862.27 0.96 (nineteen million eight hundred
sixty two thousand two hundred seventy zlotys 96/100) and is divided into 58.418.444
(in words: fifty eight million four hundred eighteen thousand four hundred and forty
four) shares with a nominal value of PLN 0.34 (thirty four groszy) each. Equities in capital
company's share are divided into the following series:
a) 43.518.444 (in words: forty three million five hundred eighteen thousand four hundred
forty-four) ordinary bearer series A shares;
b) 6,000,000 (in words: six million) ordinary bearer series B shares;
c) 4,900,000 (in words: four million nine hundred thousand) ordinary bearer shares series C;
d) 4,000,000 (in words: four million) ordinary series D bearer shares
2. Series A shares from No. A1 to A3,915,000 were paid as a result of the merger, as a consequence
which company was founded.
3. New issue shares may be registered or bearer shares.
4. Bearer shares can not be converted into registered shares.
5. In the event that registered shares are covered by a joint-stock property, a shareholder
there may be only one of your spouses.
The share capital is conditionally increased by PLN 1,043.800 (one million forty three thousand
eight hundred zlotys), through:
a) an issue of no more than 3,070,000 (in words: three million seventy thousand) shares per
Series A bearer with a nominal value of PLN 0.34 (thirty four groszy) each and total
nominal value not higher than PLN 1,433,800 (one million forty three thousand eight hundred
zlotys) to grant holders of series A subscription warrants issued
by the Company based on uc of glory No. 4 of the Extraordinary General Meeting of the Company
of 30 June 2014, the right to subscribe for series A shares.
1. The Company may issue bonds, including convertible or pre-emptive bonds, and
2. Shares may be redeemed subject to the provisions of the Commercial Companies Code on reduction
3. Shares may be redeemed only with the consent of the shareholder whose shares are to be redeemed, in
their acquisition by the Company (voluntary redemption). With the consent of the shareholder, the purchase may
be free. The terms and method of voluntary redemption shall be determined each time by General
Assembly in the form of a resolution.
Bodies of the company
The Company's bodies are:
b) Supervisory Board,
c) the General Meeting.
1. Unless otherwise reserved, the Management Board conducts all matters of the Company and represents it in
relations with third parties.
2. All matters related to running the Company not reserved by law or the Statute to
the competences of the General Meeting or the Supervisory Board belong to the scope of the Management Board.
3. The Management Board consists of 1 (one) or more members, including the President, appointed and
dismissed by the Supervisory Board for a 5-year term.
4. In the case of a one-person Management Board, the only member of the Management Board acts as the President
Heśla The Management Board is single-person, the only member of the Board has the right to represent it
Company. The Management Board consists of more members, to make statements on behalf of the Company
cooperation of 2 (two) members of the Management Board jointly or 1 (one) member of the Management Board is required
together with a commercial proxy.
1. The Management Board acts on the basis of the regulations adopted by the resolution of the Management Board and approved by the Board
2. Resolutions of the Management Board are adopted by an absolute majority of votes. In the case of an equal number of votes
the vote of the President of the Management Board is decisive.
3. A member of the Management Board may not deal with competing interests without the consent of the Supervisory Board
or participate in a competitive company as a partner in a civil partnership, partnership or
as a member of the governing body of a capital company, or associate it with another competitive legal person
as a member of the body. This prohibition also includes participation in a competitive capital company, in
in the case of a member of the Management Board having at least 10% of shares or shares in it
the right to appoint at least one member of the management board. This does not apply to the exercise of functions
or holding shares or stocks in a company belonging to the same capital group.
4. If the interests of the Company conflict with the interests of a member of the Management Board, his spouse,
relatives and relatives up to the second degree and people with whom he is personally related,
a member of the Management Board should inform other members of the Management Board about the conflict
and refrain from participating in the settlement of such matters and may demand the significance of this in
5. The Management Board may adopt resolutions in writing or using funds
direct communication at a distance. The resolution is valid if all members
The Management Board has been notified about the contents of the draft resolution.
6. Membership of the Company's Management Board on management boards or supervisory boards of companies from outside the group
the capital of the Company requires the consent of the Supervisory Board.
1. The remuneration of members of the Management Board is determined by a resolution of the Supervisory Board.
2. In the contract between the Company and a member of the Management Board, as well as in a dispute with him, the Company represents
The Supervisory Board or a proxy appointed by resolution of the General Meeting.
board of directors
1. The Supervisory Board exercises permanent supervision over the activities of the Company in all its areas
2. The Supervisory Board consists of 5 (five) members appointed and dismissed in a manner
referred to in paragraph 6-8.
3. The chairman and vice-chairmen are appointed in the manner specified in para. 6 except that if
the authorized shareholder will not elect the Chairman or the Vice-President, or
he will lose the right to appoint them, the Chairman or Vice-Chairman will be elected by
Supervisory Board from among its members. The Supervisory Board may appoint from among its members
4. The Council adopts resolutions in public voting.
5. Members of the Supervisory Board are appointed for a 5-year term.
6. Biovo sp. Z oo with its registered office in Warsaw (KRS 0000364514), as long as it remains
a shareholder of the Company holding at least 20 (twenty) percent in capital
the company has the right to appoint and dismiss two (two) members of the Supervisory Board,
including the Chairman and Vice Chairman. Declaration on the appointment or
appeals must be submitted in writing and delivered personally to the registered office of the Company or
sent by registered mail to the address of the registered office of the Company.
7. Oron Zachar together with Elad Einav, as long as they are shareholders of the Company holding a total of 10
(ten) percent in the share capital of the Company, have the joint right to appoint and dismiss 1
(one) member of the Supervisory Board. Declaration on the appointment or dismissal must
be submitted in writing and delivered personally to the registered office of the Company or sent by letter
registered to the address of the registered office of the Company.
8. Two members of the Supervisory Board are appointed and dismissed by a resolution of the General Meeting
Meeting. In the event of a failure by a member of the Supervisory Board by the rightholder
shareholder within 30 (thirty) days of expiry of the mandate of a member of the Supervisory Board
appointed by a given shareholder or in case of expiration of the given right
shareholder to appoint a member of the Supervisory Board or otherwise expire
mandate of a member of the Supervisory Board, as a result of which the number of members of the Supervisory Board will fall
below the minimum set by the Statute, the remaining members of the Supervisory Board may make
supplementing the composition of the Supervisory Board. The mandate of such a selected member of the Supervisory Board expires
on the day of the next General Meeting. In the composition of the Supervisory Board may
at the same time sit no more than 2 (two) members chosen in the manner specified in
sentence first. The next General Meeting selects the missing members
Supervisory Board, however, that by the date of adoption of the resolution by the General Meeting, the shareholder
the person authorized pursuant to the Statute may appoint his / her member of the Supervisory Board, whose
the term of office in such a case begins not earlier than upon the closing of the meeting
1. Meetings of the Supervisory Board are convened if necessary, however not less than 3 (three) times
in the course of the financial year.
2. The meeting of the Supervisory Board is convened by the Chairman. Management Board or other members of the Board
The Supervisory Board may request a meeting of the Supervisory Board to be convened, stating the proposed order
meeting. The Chairman of the Supervisory Board is obliged to convene the meeting within 1
(one) week from the date of receipt of the request, setting the date of the meeting at the latest
14. (fourteenth) day from the date of convening. If the Chairman of the Supervisory Board does not call
meeting in accordance with the previous sentence, the authorized person can convene
sitting giving the date, place and proposed agenda.
3. The Supervisory Board is authorized to adopt its regulations.
Meetings of the Supervisory Board may be held without being formally convened if they are present in a local government
members of the Supervisory Board and none of those present raised any objections to the agenda. IN
In the event of a formal convening of a meeting, the Supervisory Board can not deal with matters that
they were not included in the agenda, unless all members of the Board are present at the meeting
Supervisory Board, and none of those present opposed the inclusion of a given matter on the agenda.
1. The Supervisory Board adopts resolutions if at least half of it is present at the meeting
2. The Supervisory Board adopts resolutions by an absolute majority of votes. In the case of equality
votes are cast by the vote of the Chairman of the Supervisory Board.
3. Members of the Supervisory Board may participate in the adoption of resolutions of the Supervisory Board,
by casting his vote in writing through another member of the Supervisory Board. A vote for
through another member of the Supervisory Board counts towards the quorum necessary to be held
4. The adoption of resolutions by means of distance communication and in writing is
acceptable. From adopting resolutions in the mode specified in the first sentence
The Chairman of the Supervisory Board prepares a written report containing a description of the procedure
voting and the content of the resolutions adopted.
5. Adoption of resolutions in the mode specified in para. 3 and par. 4 of this paragraph does not apply
election of the Chairman and Vice Chairman of the Supervisory Board, appointment of a member
Management Board and dismiss and suspend in the activities of these people.
6. Meetings of the Supervisory Board may also take place by means of communication
at a distance (eg phone).
7. In case of conflict of interest of the Company with the interests of a member of the Supervisory Board, his
your spouse, relatives and relatives up to the second degree and the people with whom you are
personally related, a member of the Supervisory Board should inform about the conflict
other members of the Supervisory Board and refrain from participating in settling such
matters and may request this in the protocol.
8. A member of the Supervisory Board should provide the Management Board with information on the connections with
shareholders with the Company's shares with shares representing no less than 5% (five percent)
the total number of votes at the General Meeting. The above obligation applies to the connections of nature
economic, family or other, which may affect the position of a member of the Board
On virgin in a matter decided by the Supervisory Board.
9. Remuneration of members of the Supervisory Board is determined by a resolution of the General Meeting.
10. Members of the Supervisory Board shall be entitled to reimbursement of costs related to participation in
meetings of the Supervisory Board, provided that they have been accepted by
The chairman or prior consideration of such expenditure in the Company's budget.
The Company incurred other expenses related to the functioning of the Supervisory Board
requires the prior consent of the General Assembly in the form of a resolution.
1. The specific duties of the Supervisory Board include:
a) assessment of the Company's financial statements and the Management Board's report on the Company's operations
in the previous financial year in terms of their compliance with the books and documents, as well as
with the actual state, as well as the assessment of the internal control system and management system
significant risk for the Company;
b) assessment of the Management Board's motions regarding the distribution of profit or loss coverage;
c) submitting to the General Meeting an annual written assessment report about which
referred to in points (a) and (b);
d) appointing and dismissing Management Board members;
e) concluding and terminating contracts with members of the Management Board, on behalf of the Board
The Supervisory Board signs this agreement with the Chairman of the Supervisory Board or authorized by
The Supervisory Board is its member;
f) determining the amount and rules for receiving remuneration by Management Board members;
g) selection or change of the chartered auditor to audit the report
of the Company's financial statements or consolidated financial statements of the capital group
h) suspension for important reasons in the activities of individual or all members
Management Board and delegating members of the Supervisory Board, for a period not longer than three
months, temporarily performing the duties of the members of the Management Board who have remained
dismissed, resigned or for other reasons can not exercise theirs
i) approving and changing the Company's development plan or budget;
j) consenting to the acquisition, rental, lease or conclusion of another similar contract
regarding assets of the Company, if the value of such a component exceeds
PLN 500,000.00 (five hundred thousand zlotys), unless the transaction was provided for in the budget
k) consent to the introduction of incentive programs in the Company, in particular
for granting by S a right to subscribe or acquire shares or warrants
subscription under management options and approval of regulations
regarding such programs and options;
l) approving the Regulations of the Management Board and the Organizational Regulations of the Company as well as amendments to these
m) granting sureties and incurring liabilities under the guarantee and other by the Company
off-balance sheet liabilities over PLN 500,000.00 (five hundred thousand zlotys);
n) expressing consent to the Company's incurring liabilities or making ordinances
(including in the form of loans, credits, bond issues and sureties) with a value
exceeding PLN 500,000.00 (five hundred thousand zlotys), unless the obligation is incurred
or the regulation was provided for in the Company's budget;
o) expressing consent to any and all encumbrances of the Company's assets, including establishing
pledge, mortgage, transfer for collateral over PLN 500,000.00 (five hundred
PLN thousand), unless such a charge was provided for in the Company's budget;
p) giving consent to being, acquiring or taking up shares or stocks by the Company or
any other forms of participation in other commercial companies and accession
Companies to other business entities if the transaction exceeds the amount
PLN 500,000.00 (five hundred thousand zlotys);
q) consenting to the sale or transfer of copyright or other rights by the Company
intellectual property, in particular rights to patents and technologies and signs
r) expressing consent for the Company to employ advisors and others about external entities in
towards the Company as consultants, lawyers or agents, if joint
annual unpaid budget for the involvement of such persons incurred by
The company would exceed PLN 200,000.00 (two hundred thousand zlotys);
s) expressing consent for the Company to make any unpaid ordinances or
incur any unpaid obligations other than business
conducted by the Company in the amount exceeding PLN 200,000.00
(two hundred and eighty zlotys).
2. Mandate of a member of the Supervisory Board delegated to temporarily perform a member's activities
The Management Board is suspended for the period of the delegation. For performing the duties of a member of the Management Board,
a delegated member of the Supervisory Board is entitled to a separate remuneration defined
resolution of the Supervisory Board.
3. The value of individual obligations or regulations that are not one-off,
is counted for a period of one calendar year (in the case of long-term contracts decisive
the highest su has the annual benefits during the period of validity
4. The Supervisory Board should approve the Company's budget by December 31st before starting the next
turnover year. The Management Board presents the draft budget of the Company to the Board no later than 30
November before the beginning of the next financial year. In the absence of approval
the Company's budget in time The Management Board acts on the basis of the submitted to the Supervisory Board
project of the Company's budget. The Supervisory Board has the right to comment on the presented
the draft budget of the Company, which should be considered by the Management Board within 2 weeks from
on the day of their notification to the Management Board and within this period, the revised draft budget should be
again presented to the Supervisory Board for approval.
5. Increasing expenses or reducing the revenues planned in the Company's budget
approved by the Supervisory Board by at least 10% (ten percent) or PLN 1,000,000.00
(one million zlotys) requires changing the Company's budget. The change in the budget of the Company requires the approval of the Council
Board. Changes and budget can be made no more than once a quarter. these
applies accordingly to the draft budget submitted to the Supervisory Board.
6. From the day of admission of the Company's shares to trading on the regulated market, a committee is appointed
audit. Where the Council of Advisors has 5 (five) members of the audit committee tasks, it is performed by the Council
Supervisory Board, unless the General Meeting decides otherwise by way of a resolution.
7. Before the Company concludes a significant agreement with a shareholder with at least 5%
the total number of votes in the Company or a related entity, the Management Board shall address the Council
The Supervisory Board to approve such a transaction. The supervisory board before giving consent
assesses the impact of such a transaction on the Company's interest. The above obligation does not
typical transactions are concluded and concluded on market terms as part of the conducted transaction
operating activity by the Company with entities forming part of the capital group
The General Meeting
1. The General Meeting may be convened as ordinary or extraordinary.
2. Members of the Management Board appointed by the General Meeting should participate in the General Meeting
President of the Management Board and members of the Supervisory Board appointed by the Chairman of the Supervisory Board
It does not require the consent of the General Meeting to acquire and dispose of real estate and rights by the Company
perpetual usufruct or share in real estate or perpetual usufruct right.
The General Meeting is opened by the Chairman of the Supervisory Board or another member of the Supervisory Board
indicated by the Chairman of the Supervisory Board. In the absence of these persons, General
The meeting is opened by the President of the Management Board or a person appointed by the President of the Management Board, and in the case of
the absence of these persons, the shareholder present at the General Meeting holding, according to the list
presence of the highest number of voices. Then from among those entitled to participate in
The General Meeting shall elect the Chairman of the General Meeting.
1. Resolutions of the General Meeting shall be adopted by an absolute majority of votes, without
due to the number of shares represented at the General Meeting, unless the provisions
The Code of Commercial Companies shows a different way of adopting resolutions. Any changes
Of the Statute regarding the structure and functioning of the Supervisory Board, including the mode of its appointment and
cancellation, require prior consent of B iovo sp. z oo (in the case when the above-mentioned entity
will have a share in the Company's share capital not lower than 20%) and prior approval
granted by Oron Zachar and Elad Einav (in the event that the above-mentioned entities will have a joint one
share in the Company's share capital not lower than 10%).
2. General Meetings shall be held at the registered office of the Company or in another place in the territory
Of the Republic of Poland, to which the consent of the Supervisory Board.
3. Shareholders may participate in the General Meeting and exercise their voting rights
in person or through their proxies.
4. The right to vote at the General Meeting is vested irrespective of the level of coverage of the Company's shares.
To the competences of the General Meeting, except for matters specified in law and in
other provisions of the Articles of Association:
a) considering and approving Management Board reports on the Company's operations, and
financial statements for the previous financial year,
b) granting discharge to the members of the Management Board and members of the Supervisory Board
c) provision for claims for damages caused at the time of setting up
Company or management or supervision,
d) appointing and dismissing members of the Supervisory Board, subject to §13 par. 6 -8,
(e) the sale or lease of the enterprise or its organized part, and
establishing a limited property right on them,
f) increasing and decreasing the share capital,
g) adopting resolutions on the distribution of profits or covering losses,
h) creating and abolishing reserve capital,
i) determining the rules for remunerating members of the Supervisory Board,
j) making changes to the Statute,
k) adopting resolutions regarding the dissolution and liquidation of the Company or its merger,
transformation or division,
l) selection of liquidators,
m) issue of convertible bonds and bonds with pre-emptive rights,
n) specification of the day on which the list of shareholders entitled to the dividend is determined
for a given financial year (dividend day) and dividend payment date.
Share in profits and losses
1. The Company's profit is available to shareholders in relation to the share held. Where shares do not
they are completely covered, profit is distributed in relation to the payments made for shares.
2. The General Meeting may decide to allocate a profit from a given financial year to
purposes other than payments to shareholders, in particular capital or funds created for
covering specific losses or expenses.
3. The Management Board is authorized to pay shareholders an advance payment
dividends at the end of the financial year, if the Company has sufficient funds to pay out.
The advance payment requires the consent of the Supervisory Board.
Reserve and reserve capital
1. The following capitals are created in the Company:
a) share capital,
b) supplementary capital,
c) other capitals or funds created by resolution of the General Meeting or which
the obligation to create results from generally applicable laws.
2. To cover the loss, it is necessary to create supplementary capital to which at least 8% of the capital is transferred
profit for a given financial year, until such capital reaches at least one third of the capital
capital. The supplementary capital is created from annual write-offs shown in the balance sheet from
annual profit of the Company. The supplementary capital is used to cover potential losses
balance sheet that may arise in connection with the operations of the Company.
The financial year of the Company is a calendar year. The first financial year of the Company ends on December 31
If it is required, all announcements of the Company are published in Monitor Sądowy i
In the scope of the non-regulated Statute, the provisions of the Code of Companies apply to the Company
Content was translated automatically.