Annex to the Resolution of the Management Board of the Company of January 16, 2019.
STATUTES OF THE COMPANY AITON CALDWELL SA
I. GENERAL PROVISIONS
The company operates under the name Aiton Caldwell Spółka Akcyjna.
The registered office of the Company is Gdańsk.
The company operates in the territory of the Republic of Poland and abroad.
In the area of its operation, the Company may establish branches, subsidiaries, plants, enterprises and
other branches as well as join other companies.
1. The subject of the Company's activity is:
1) publishing books PKD 58.11.Z,
2) activity in the field of sound and music recordings PKD 59.20.Z,
3) reproduction of recorded data carriers PKD 18.20.Z,
4) retail sale of computers, peripheral devices and software
conducted in specialized PKD 47.41.Z stores,
5) retail sale of telecommunications equipment in specialized companies
PKD 47.42.Z stores,
6) retail sale of furniture, lighting equipment and other articles of use
housed in specialized PKD 47.59.Z stores,
7) other activity supporting financial services, with the exception of insurance and
pension funds PKD 66.19.Z,
8) renting and leasing of office machines and devices, including computers of PKD
9) activities related to IT consultancy PKD 62.02.Z,
10) activities related to the PKD 62.01.Z software,
11) dzialłalność associated with the management of IT equipment PKD 62.03.Z,
12) data processing; web site management (hosting) and similar
PKD activity 63.11.Z,
13) repair and maintenance of machines PKD 33.12.Z,
14) repair and maintenance of computers and peripheral devices PKD 95.11.Z,
15) other service activity in the field of information technology and
16) scientific research and development works in the field of biotechnology PKD 72.11.Z,
17) scientific research and development works in the field of other natural sciences and
technical PKD 72.19.Z,
18) accounting and accounting activity; tax consultancy PKD 69.20.Z,
19) market and public opinion survey PKD 73.20.Z,
20) interpersonal relations (public relations) and communication PKD 70.21.Z,
21) other consultancy in the field of business and management
PKD 70.22.Z, 2
22) activities of head offices and holding companies, excluding holding companies
financial statements PKD 70.10.Z,
23) activities of holding companies PKD 64.20.Z,
24) other out-of-school forms of education, not classified elsewhere, PKD 85.59.B,
25) telecommunications PKD 61,
26) wholesale of electronic and telecommunications equipment and parts for
PK D 46.52.Z,
27) production of computers and peripheral devices PKD 26.20.Z,
28) production of office machines and equipment, excluding computers and devices
peripheral PKD 28.23.Z,
29) wholesale trade, with the exception of trade in motor vehicles, PKD 46,
30) retail trade, excluding retail trade in motor vehicles
31) repair and maintenance of household and personal goods, PKD 95.2,
32) activities related to software and consultancy in the field of computer science and
related related activities PKD 62.0,
33) scientific research and development work in the field of natural and technical sciences
34) education of PKD 85.
2. Where a resolution on a significant change in the subject of the Company's operations will be adopted
two-thirds of their votes in the presence of persons representing at least half
share capital, the change of the subject of the Company's operations may take place without redemption
shares of those shareholders who do not agree to change.
The company has the right to issue bonds, including bonds convertible into shares and bonds from
II. SHARE CAPITAL
1. The share capital of the Company is PLN 1,130.728 (one million one hundred and thirty thousand seven hundred
twenty-eight zlotys) and consists of 11,307,280 (eleven million three hundred and seven thousand
two hundred and eighty) bearer shares with a nominal value of PLN 0.10 (ten grosz) each share,
1) 5,000,000 (five million) series A bearer shares,
2) not less than 191,820 (one hundred ninety one thousand eight hundred and twenty) bearer shares
series B and no more than 291,820 (two hundred and ninety-one thousand eight hundred and twenty) shares
series B bearer,
3) 840,000 (eight hundred and forty thousand) series D bearer shares,
4) 5.100.000 (five million one hundred thousand) series E bearer shares,
5) 175,460 (one hundred and seventy-five thousand, four hundred and sixty) series F bearer shares
2. To cover the share capital prior to the registration according to art. 309§3
The Commercial Companies Code was paid in the amount of PLN 125,000 (one hundred and twenty five thousand)
Golden). The remaining part of the share capital will be covered within twelve
months from the date of registration of the Company.
3. Share capital may be increased by increasing the nominal value
existing shares or through the issuance of new shares.
4. The Company may issue bearer shares.3
5. No bearer shares may be exchanged for registered shares.
6. The shares are not separate. Shares may be issued in sections.
1. The Management Board of the Company is entitled to increase the share capital of the Company by the amount no
higher than PLN 113,2,72,80 (one hundred and thirteen thousand and seventy-two zlotys and eighty cents)
by way of one increase in the share capital within the limits set out above
(target capital) by issuing new ordinary G series bearer shares with a value
nominal PLN 0.10 (ten grosz) each share, in the number not exceeding 1.130.728 (one
million one hundred and thirty thousand seven hundred and twenty-eight) ac- tivities.
2. Authorizing the Management Board of the Company to increase the share capital as part of the capital
and to issue new shares within the target capital ceases on
December 31, 2019.
3. The issue of series G shares issued as part of the authorized capital will be carried out in
a private subscription addressed to the Company's management team, which includes
enters the management of the Company, senior management and managerial / managerial staff.
4. The issue price of series G shares issued within the target capital will be equal to them
the nominal price, ie PLN 0.10 (ten groszy) for each share.
5. Series G shares issued as part of the authorized capital will participate in profits
developed by the Company from January 1, 2019.
6. Within the framework of the authorization of the Company's Management Board referred to in paragraph 1 - 5 above,
The Management Board of the Company is authorized to offer series G shares issued as part of capital
with the prior consent of the Supervisory Board expressed in the form of a resolution and from
subject to any applicable law.
7. Unless the provisions of the Code of Commercial Companies or the Company Statute provide otherwise, the Management Board
The company is authorized to decide on all matters related to the increase
share capital as part of the target capital, in particular to:
a) determining any remaining share issue conditions,
b) perform all necessary actions regarding the issue of series G shares, including
proposing shares by way of a private offer,
c) concluding share subscription agreements for series G shares,
d) accept payments to the Company's share capital,
e) adoption of resolutions, submission of applications, conclusion of contracts and performance of other
actions and taking other steps to apply for admission and
introduction of series G shares to the market on the regulated market, including the introduction to
an alternative trading system organized by the Warsaw Stock Exchange
in Warsaw SA
8. Series G shares issued as part of the authorized capital may be acquired only
for cash contributions.
9. Series G shares are issued with the intention of introducing them to an alternative system
trading organized by the Warsaw Stock Exchange SA
1. The founders of the Company are:
Marek Bednarski [...],
Ryszard Wojnowski [...],
Tadeusz Kruszewski [...],
Mirosław Szturmowicz [...],
Krzysztof Malicki [...],
Bogdan Bartkowski [...],
Han Wyrwiński [...],
Sebastian Zaprzalski [...].
2. The shares of the Company were covered as follows:
Marek Bednarski [...] includes 96,000 (ninety six thousand) series A registered shares
numbers 000.001 to 96,000 with a total nominal value of PLN 96,000 (ninety
six thousand zlotys), which is covered by cash,
Ryszard Wojnowski [...] includes 96,000 (ninety six thousand) registered shares
Series A with the numbers 96.001 to 192.000 with a total nominal value of PLN 96,000
(ninety-six thousand zlotys), which is covered by cash,
Tadeusz Kruszewski [...] includes 33,600 (thirty three thousand six hundred) registered shares
Series A with numbers from 417.601 to 451.200 with a total nominal value of PLN 33,600
(thirty three thousand six hundred zlotys), which is covered by cash,
Mirosław Szturmowicz [...] includes 28,800 (twenty-eight thousand and eight hundred) shares
registered series A with numbers from 451.201 to 480.000 with a total nominal value of 28,800
(twenty eight thousand eight hundred zlotys), which is covered by cash,
Krzysztof Malicki [...] includes 129,600 (one hundred and twenty-nine thousand and six hundred) shares
registered series A with numbers from 288.001 to 417,600 with a total face value
PLN 129.600 (one hundred twenty-nine thousand, six hundred zlotys), which is covered by cash, 4
Bogdan Bartkowski [...] includes 96,000 (ninety-six thousand) series of registered series
A with the numbers 192.001 to 288,000 with a total nominal value of PLN 96,000 (ninety
six thousand zlotys), which is covered by cash,
Han Wyrwiński [...] includes 5,000 (five thousand) series A registered shares numbered from
495.001 to 500,000 with a total nominal value of PLN 5,000 (five thousand zlotys), which
covers with cash,
Sebastian Zaprzalski [...] includes 15,000 (fifteen thousand) series A registered shares
numbers from 480.001 to 495,000 with a total nominal value of PLN 15,000 (fifteen thousand
zlotys), which is covered by cash.
3. The share capital has been paid in such a way that the shares will be paid in cash in 1/4
(one quarter) of their value before registering the Company. Coverage of the rest
parts of the share capital will take place within twelve months from the date of registration
Shares may be redeemed with the consent of the shareholder through the acquisition of shares by the Company
(voluntary cancellation). Voluntary redemption can not be made more than once
III. ORGANIZATION OF THE COMPANY AUTHORITY
The Company's authorities are:
2. The Supervisory Board.
3. The General Meeting.
1. The Management Board consists of one to five members.
2. The number of Management Board members is determined by the Supervisory Board.
1. A member of the Management Board is appointed and dismissed by the Supervisory Board. Members of the Management Board
are appointed for a joint term of three years. Mandate of a member of the Management Board
expires at the latest on the date of the general meeting approving the report
financially for the full financial year of performing the function of a member of the Management Board.
2. The Management Board works on the basis of the regulations adopted by the Supervisory Board.
1. In the case of a one-person Management Board, it is authorized to represent the Company
one member of the Board.
2. In the case of appointing a multi-person Board to represent the Company
each member of the Management Board acting independently is authorized.
1. The Management Board of the Company is required to obtain the consent of the Supervisory Board expressed in the form of a resolution
to take the following decisions or actions:
1) approving a change in accounting principles (policy), unless it results from a change
valid legal provisions,
2) purchase or another form of acquisition of an enterprise or an organized part of another enterprise
subject, joining another company or acquiring shares in another company, selling or
other form of disposal or encumbrance of the Company,
3) determining the rules of employment, including remuneration, members of the Management Board,
4) payable or gratuitous disposal, limitation or encumbrance under any title
the Company's rights to industrial property or copyright. these
the limitation does not apply to the granting of non-exclusive licenses for the use of property rights
industrial or copyrights vested in the Company, necessary to keep it current
operational activity, which should be understood as granting non-exclusive licenses for
software necessary to use the services offered by the Company,
5) incurring liabilities or making regulations of the Company's assets with a value
exceeding PLN 60,000 in total or PLN 600,000 (six hundred thousand zlotys). This decision is not
may be celebrated by the Management Board by dividing the liability or regulation into activities o
2. The Supervisory Board adopts resolutions by a simple majority of votes, if all of them
its members have been notified of the meeting, unless the Statute or other legal provisions stipulate
more stringent conditions.
In agreements and disputes between the Company and members of the Management Board, the Company is represented by the Supervisory Board
Supervisory Board or plenipotentiaries appointed by resolution of the General Assembly.
A member of the Management Board may not deal with business without the permission of the Supervisory Board
competing as a partner or member of the authorities.
The Supervisory Board consists of five members and acts on the basis of its resolution
The rules of the mines, specifying the organization and the manner of performing activities, by resolution adopted
unanimously by at least four of the five members of the Supervisory Board.
1. Members of the Supervisory Board are appointed by resolution of the General Meeting.
2. The General Assembly shall recall members or a member of the Supervisory Board.
3. The Supervisory Board elects a Chairperson from among its members
Vice-President. Members of the Supervisory Board are appointed for a joint period
term of office of five years. The mandate of a member of the Supervisory Board expires at the latest on
the general meeting approving the last full financial statements
the financial year of performing the function of a member of the Supervisory Board.
4. The members of the Supervisory Board shall exercise their rights in person.
1. In order to perform its statutory duties, the Supervisory Board may examine all of them
Company documents, demand reports and explanations from the Company's Management Board and employees, and make them
review of the state of affairs of the Company.
2. The Supervisory Board is authorized to adopt the annual budget prepared by the Management Board
The company (defining revenues, costs and financial flows on a monthly basis).
1. The Management Board or a member of the Supervisory Board may request the convening of the Supervisory Board stating the proposed
agenda. The request for convening a meeting of the Council should be submitted to the Chairman of the Council
or Vice-President. The Chairman of the Supervisory Board or the Vice-Chairman convenes
meeting within two weeks from the date of receipt of the application.
2. Members of the Supervisory Board may participate in adopting resolutions of the Supervisory Board by casting
your vote in writing through another member of the Supervisory Board. Give vote to
writing may not refer to matters introduced to the agenda at the meeting of the Council
3. The Supervisory Board may adopt resolutions in writing or using
means of direct remote communication.
The Supervisory Board carries out permanent supervision over the activities of the Company. For specific duties of Ra
1) consideration of annual balance sheets with the right to request explanations from the Management Board,
checking commercial books and the status of the Company's cash register at any time according to your own
2) examination at the end of each financial year of the balance sheet and profit and loss account,
both as to compliance with the books and documents, as well as with the actual state,
3) examination of the Management Board's report and the Management Board's proposals regarding the distribution of profits and
covering losses and submitting to the General Meeting an annual report
written from the results of the above study,
4) suspending individual or all members of the Management Board for important reasons,
as well as delegating members of the Supervisory Board to perform temporarily
activities of the Management Board, in a situation where it can not perform its activities,
5) appointing statutory auditors to audit annual reports
6) approving the budget and financial plan for the next financial year,
7) adopting the development strategy of the Company prepared by the Management Board.
In the period between meetings of the Supervisory Board, the Chairman of the Board represents it
in relation to the Management Board, and in case of his / her absence, the Vice-Chairman.
1. The General Meeting may be ordinary or extraordinary.
2. Shareholders may attend the General Meeting in person or through
The Ordinary General Meeting is held within six months after the lapse of one year
Resolutions of the General Meeting are passed with an absolute majority of votes.
The General Meeting may be held in Gdańsk, Warsaw, Sopot or Gdynia.
1. The General Meeting determines the day on which the list of shareholders is determined
entitled to a dividend for a given financial year (dividend day).
2. 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 for
payment. The advance payment requires the consent of the Supervisory Board.
The General Meeting sets the remuneration for the members of the Supervisory Board.
= V. RAC: UNKNOWN OF COMPANIES =
The financial statements should be prepared by the Management Board during the first three
months after the end of the financial year, and within the next three months
financial statements should be submitted for approval by Walne
1. The Company creates the following capitals and funds:
- share capital,
- supplementary capital,
- reserve capitals.
2. The Company, based on the resolution of the General Meeting, may create appropriate
purpose funds, whose purpose and use is determined by the General resolution
3. Supplementary capital is created on the basis of art. 396/1 of the Code of Commercial Companies of
write-offs from annual profit. A deduction for this capital can not be less than 8% of profit to
4. Write-off for supplementary capital may be discontinued when this capital reaches at least one
third part of the share capital.
V. FINAL PROVISIONS
In the event of dissolution and liquidation of the Company, the General Meeting of Shareholders designates
liquidator at the request of the Supervisory Board and determines the manner of conducting liquidation. From the moment
appointment of liquidators shall cease to be the rights and duties of the Management Board. The General Meeting and the Council
The Supervisory Board retains their rights until the end of liquidation.
The financial year is the calendar year.
The announcements from the Company provided for by law will be posted in Monitor
Judicial and Economic.
In case of doubt, the lecture and provisions of these Statutes should be made in accordance with
Art. 65 § 2 of the Civil Code.
Content was translated automatically.