COMECO Spółka Akcyjna
I. GENERAL PROVISIONS
Herzy Zygmunt Komosiński declares that he is establishing a joint-stock company, hereinafter referred to as the Company.
The company will run a business under the name: COMECO Spółka Akcyjna.
The registered office of the Company is the city of Płock.
The duration of the Company is unlimited.
The founder of the company is Herzy Zygmunt Komosiński.
1. The company operates on the territory of the Republic of Poland and abroad.
2. The company may establish branches and representative offices at home and abroad.
3. The company may participate in domestic companies and outside the borders of the Republic of Poland.
II. SUBJECT OF THE COMPANY'S OPERATIONS
1. The Company's goal is to run a commercial enterprise in Poland and abroad.
2. The object of the Company's activity is to conduct the following activities:
46.90.Z - non-specialized wholesale trade,
46.75.Z - wholesale of chemical products,
35.11.Z - generation of electricity,
46.72.Z - wholesale of metals and metal ores,
46.71.Z - wholesale of fuels and derivative products,
38.11.Z - collection of non-hazardous waste,
38.22.Z - processing and neutralization of hazardous waste,
74.90.Z - other professional, nuket and technical activity not classified elsewhere,
42.11.Z - works related to the construction of roads and highways,
42.99.Z - works related to the construction of other civil engineering structures elsewhere
42.22.Z - works related to the construction of telecommunications and power lines,
43.32.Z - putting on woodwork,
43.29.Z - performance of other construction installations,
47.19.Z - other retail sales in non-specialized armpits,
43.31.Z - plastering,
68.10.Z - purchase and sale of real estate on its own account,
68.32.Z - real estate management performed on commission,
08.92.Z - peat extraction,
43.34.Z - painting and glazing,
43.39.Z - performing other finishing construction works,
47.25.Z - retail sale of alcoholic and non-alcoholic beverages is carried out
in specialized stores,
56.21.Z - preparation and delivery of food for external recipients (catering),
20.15.Z - production of fertilizers and nitrogen compounds,
68.20.Z - renting and managing own or leased real estate,
68.31.Z - real estate brokerage,
38.32.Z - recovery of raw materials from segregated material,
46.76.Z - wholesale of other semi-finished products,
46.73.Z - wholesale of wood, construction materials and sanitary equipment,
46.77.Z - wholesale of waste and scrap,
38.12.Z - collecting hazardous waste,
38.21.Z - treatment and disposal of non-hazardous waste,
41.10.Z - implementation of construction projects related to erection of buildings,
41.20.Z - construction works related to the construction of residential and non-residential buildings,
43.12 .Z - preparation of land for construction,
43.21.Z - electrical installations.
III. SHARE CAPITAL
The share capital of the Company amounts to PLN 1,220,000 (one million two hundred and twenty thousand zlotys) and is divided into
12.2 million (twelve million two hundred thousand) shares with a nominal value of PLN 0.10 (ten groszy) each, in
1) 1,000,000 (one million) series A ordinary bearer shares;
2) 8,500,000 (eight million five hundred thousand) ordinary bearer series B shares;
3) 1,900,000 (one million, nine hundred thousand) ordinary bearer series C shares;
4) 800,000 (eight hundred thousand) series D ordinary bearer shares
The Company's shares may be redeemed from net profit or by reducing the share capital.
The company may issue registered shares and bearer shares.
The company may convert registered shares into bearer shares and converts bearer shares into shares
The sale or pledging of registered shares requires the consent of the Company's Management Board.
IV. COMPANY AUTHORITIES
The Company's authorities are:
1) the General Meeting,
2) Supervisory Board,
1. The General Meeting may be ordinary or extraordinary.
2. The Ordinary General Assembly is convened annually by the Management Board no later than June 30 each year.
3. An extraordinary assembly shall be convened by the Management Board on its own initiative or upon a written request of the Supervisory Board
or at the request of shareholders representing at least 1/20 of the share capital.
The Supervisory Board may convene an ordinary General Meeting if the Management Board fails to convene it within a specified period
in § 14 and an extraordinary General Meeting, if it considers it necessary to convene it.
1. The agenda of the General Meeting is determined by the body that convenes the General Meeting.
2. The Supervisory Board and shareholders representing at least 1/20 of the share capital may demand
placing particular issues on the agenda of the General Meeting.
Resolutions of the General Meeting are adopted by a simple majority of votes unless the Statute or the act constitute
1) Resolutions of the General Meeting require the following matters:
1. consideration and approval of the Management Board's report on the Company's operations and financial statements
for the previous financial year and granting discharge to the members of the Company's governing bodies for their performance
2. provision regarding claims for damages caused at the establishment of the Company or
exercising management or supervision,
3. the sale and lease of the enterprise or its organized part, and establishment on them
limited property rights,
4. dividing profit or covering losses,
5. bond issue.
2) Acquisition and sale of real estate, perpetual usufruct or share in real estate does not require a resolution
1. The General Meeting is opened by the Chairman of the Supervisory Board or his deputy, and then from among the persons
the chairman is elected to participate in the General Meeting. In case
absence of these persons The General Meeting is opened by the President of the Management Board or a person appointed by the Management Board.
2. Meetings of the General Meeting may be held at the registered office of the Company, as well as throughout Poland.
BOARD OF DIRECTORS
1. The Supervisory Board consists of five members elected by the General Meeting.
2. If the number of members of the Supervisory Board of a given term falls below 5 (five), as a result of expiration
mandates of some members of the Supervisory Board (for reasons other than appeals), other members of the Supervisory Board
The Supervisory Board can be appointed by the Supervisory Board to supplement the Supervisory Board with a five-person composition by way of co-option
new members of the Supervisory Board. Members of the Supervisory Board may co-opt in case the number
Members of the Supervisory Board who make co-opting are at least two.
3. Members of the Supervisory Board shall co-opt in by providing the Company with a written statement about
appointment of a member of the Supervisory Board.
4. Members of the Supervisory Board appointed in accordance with para. 2-3 above, they will be in the process of co-optation
activities to the part of the next General Meeting or selection of their successors.
The Supervisory Board has the right to adopt its regulations and the work regulations of the Management Board.
1. Members of the Supervisory Board are elected for five years.
2. Members of the Supervisory Board are appointed for a joint term of office.
The members of the Supervisory Board elect a chairman, a deputy chairman and a chairman from among themselves
For the validity of resolutions of the Supervisory Board, written notification of all members of the Supervisory Board is required
Supervisory Board delivered at least 7 days prior to the day of the Supervisory Board meeting, unless all members are present
1. The Supervisory Board adopts resolutions if at least 2/3 of its members are present at the meeting,
and all its members were invited.
2. Resolutions of the Supervisory Board are adopted by a simple majority of votes of all members of the Supervisory Board present.
In the event of an equal number of votes, the vote of the chairman of the Supervisory Board is decisive.
3. Members of the Supervisory Board may participate in the adoption of resolutions of the Board by casting their vote in writing
through another member of the Supervisory Board. Casting a vote in writing can not apply to matters
introduced to the agenda at the meeting of the Supervisory Board.
4. Adoption of resolutions by the Supervisory Board in writing or using funds
direct remote communication is acceptable. The resolution is important when everyone
members of the board will be notified about the content of the draft resolution.
5. Adoption of resolutions in the mode specified in para. 3 and 4 does not apply to the chairman's election
and vice-chairman of the Supervisory Board, appointment of a member of the Management Board, and dismissal and suspension
in the activities of these people.
The Supervisory Board may delegate individual members to perform individual activities individually
1. Meetings of the Supervisory Board shall be convened by the chairman of the Supervisory Board or his deputy.
2. A meeting of the Supervisory Board should be convened upon request of at least two members of the Board or on
motion of the Board.
1. The competences of the Supervisory Board include:
a. assessment of the Management Board's reports on the Company's operations and the financial statements for the previous year
rotating in terms of their compliance with the books and documents and with the actual state,
b. assessment of the Board's proposals regarding the distribution of profit or coverage of the loss,
c. submitting to the General Meeting an annual written report on the results of the evaluation about which
d. selecting the entity authorized to audit financial statements.
2. The Supervisory Board appoints and dismisses members of the Company's Management Board.
3. The Supervisory Board shall decide on all matters which the Act or the Statute do not reserve to
the properties of the General Meeting or the Management Board.
1. Members of the Supervisory Board perform their functions without remuneration.
2. Members of the Supervisory Board shall be entitled to reimbursement of costs related to participation in the work of the Board.
1. The Management Board consists of one to three members.
2. The number of Management Board members is determined by the Supervisory Board.
1. Members of the Management Board are appointed by the Supervisory Board with the exception of the first composition of the Management Board, which is appointed
is in the act of establishing the Company.
2. The term of office of a member of the Management Board is five years (term).
3. Members of the Management Board are appointed for a joint term of office.
4. The Supervisory Board has the right to adopt the work regulations of the Management Board.
Resolutions of the Management Board are adopted by an absolute majority of votes. In the case of an equal number of votes, the vote is decisive
President of the Management Board.
In the case of a multi-person Board, cooperation is required to make statements on behalf of the Company
The President of the Management Board and a member of the Management Board, either the President of the Management Board together with the proxy.
V. ECONOMY OF THE COMPANY
The fiscal year is the calendar year. The first financial year ends on December 31, 2011.
The Company's own financial resources consist of:
1. share capital,
2. spare capital,
3. reserve capital.
1. Share capital is the nominal value of shares subscribed for by shareholders.
2. The supplementary capital is created from annual write-offs of the Company's pure annual profit shown in the balance sheet.
Supplementary capital is used to cover potential balance sheet losses that may arise in
connection with the activities of the Company.
3. The reserve capital is created from annual profit, regardless of the supplementary capital, designated for
Company loss coverage or other purposes.
4. The General Meeting shall decide on the use of supplementary and reserve capital.
Special funds may be created in the Company, as required, by virtue of the General resolution
Meeting. A special fund is, among others, a company fundus from social benefits. Rules
managing special funds is determined by the regulations approved by the Supervisory Board.
1. Annual profit created after deduction of all expenses, losses and income tax is allocated
a. dividend for shareholders in the amount adopted annually by the General Meeting;
b. other purposes in accordance with applicable laws and resolutions of the General Meeting.
2. The payment of dividends on shares shall be made not later than within two months from the date of adopting the resolutions
on the distribution of profit, unless the General Meeting of Shareholders in the resolution on profit distribution establishes a later one
dividend payment date.
Where the balance sheet prepared by the Management Board shows a loss exceeding the sum of supplementary and reserve capitals
and one third of the share capital, the Management Board is obliged to immediately convene the General Meeting
to adopt a resolution regarding the continued existence of the Company.
VI. FINAL PROVISIONS
In matters not regulated herein, the provisions of the Code of Commercial Companies shall apply.
Content was translated automatically.