Articles of Association

Articles of Association

The Articles of Association NESTMEDIC SPÓŁKA AKCYJNA a joint-stock company with its registered office in Warsaw consolidated text dated 18 August 2021 GENERAL PROVISIONS § 1 1. The business name of the Company shall be Nestmedic Spółka Akcyjna. 2. The Company may use an abbreviated name of Nestmedic S.A. 3. The registered office of the Company shall be in Warsaw. 4. The Company shall operate in the territory of the Republic of Poland and abroad. 5. The Company may establish local offices, branches, offices, representative offices and form companies/partnerships with natural and legal persons, as well as run research and development centres, production and service facilities within the territory of the Republic of Poland and abroad. 6. The duration of the Company shall be unlimited. MANNER OF COMPANY’S FORMATION § 2 1. The Company was formed as a result of transformation of a limited liability company trading as Nestmedic spółka z ograniczoną odpowiedzialnością into Nestmedic Spółka Akcyjna, a joint-stock company. 2. The founders of the Company shall be: a. Avallonii Seed Limited with its registered office in Larnaca, b. Patrycja Aleksandra Wizińska – Socha, c. Anna Skotny, d. Centurion Partners Spółka z ograniczoną odpowiedzialnością Spółka komandytowa with its registered office in Warsaw, – e. Leonarto Spółka z ograniczoną odpowiedzialnością with its registered office in Wrocław, f. Marcin Bruś, g. Jacek Szkurłat, h. Mariusz Jaklewicz, i. Bartłomiej Wydra, j. Bartłomiej Godlewski, k. Kamil Cisło, l. Stefan Twardak, m. Wiesław Likus, n. Anna Łagowska, o. Nestmedic ESOP Sp. z o.o. with is registered office in Wrocław. – 3. The initial capital of the Company was covered in full with the assets of the transformed company, i.e. Nestmedic sp. z o. o., before entering the Company into the register of entrepreneurs. OBJECTS OF THE COMPANY’S ACTIVITY § 3 1. The objects of the Company business activity shall include the following: 1. PKD 26.11.Z Manufacture of electronic components, – 2. PKD 26.20.Z Manufacture of computers and peripheral equipment, – 3. PKD 26.51.Z Manufacture of instruments and appliances for measuring, testing and navigation, 4. PKD 26.60.Z Manufacture of irradiation, electromedical and electrotherapeutic equipment, 5. PKD 26.70.Z Manufacture of optical instruments and photographic equipment, 6. PKD 28.99.Z Manufacture of other special-purpose machinery not elsewhere classified, 7. PKD 46.46.Z Wholesale of pharmaceutical goods, 8. PKD 46.51.Z Wholesale of computers, peripheral equipment and software, 9. PKD 46.52.Z Wholesale of electronic and telecommunications equipment and parts thereof, 10. PKD 58.19.Z Other publishing activities, 11. PKD 58.29.Z Other software publishing, 12. PKD 61.20.Z Wireless telecommunications activities, excluding satellite telecommunications activities, 13. PKD 61.90.Z Other telecommunications activities, 14. PKD 62.01.Z Computer programming activities, 15. PKD 62.02.Z Computer consultancy activities, 16. PKD 62.03.Z Computer facilities management activities, 17. PKD 62.09.Z Other information technology and computer service activities, 18. PKD 63.11.Z Data processing, hosting and related activities, 19. PKD 63.12.Z Web portals, 20. PKD 64.19.Z Other monetary intermediation, 21. PKD 64.92.Z Other forms of granting credits, 22. PKD 64.99.Z Other financial service activities, except insurance and pension funding not elsewhere classified, 23. PKD 66.19.Z Other activities auxiliary to financial services, except insurance and pension funding, 24. PKD 70.22.Z Business and other management consultancy activities, 25. PKD 68.20.Z Rental and operating of own or leased real estate, 26. PKD 70.22.Z Business and other management consultancy activities, 27. PKD 71.20.B Other technical testing and analysis, 28. PKD 72.11.Z Research and experimental development on biotechnology, 29. PKD 72.19.Z Other research and experimental development on natural sciences and engineering, 30. PKD 73.20.Z Market research and public opinion polling, 31. PKD 74.10.Z Specialised design activities, 32. PKD 74.90.Z Other professional, scientific and technical activities not elsewhere classified, 33. PKD 77.29.Z Rental and leasing of other personal and household goods, 34. PKD 77.39.Z Rental and leasing of other machinery, equipment and tangible goods not elsewhere classified, 35. PKD 77.40.Z Leasing of intellectual property and similar products, except copyrighted works 36. PKD 82.30.Z Organisation of conventions and trade shows, 37. PKD 82.99.Z Other business support service activities not elsewhere classified, 38. PKD 85.59.B Other out-of-school forms of education, not elsewhere classified, – 39. PKD 85.60.Z Educational support activities, 40. PKD 86.90.E Other human health activities not elsewhere classified, 41. PKD 96.09.Z Other personal service activities not elsewhere classified. 2. The business activity which requires relevant permits or concessions shall be undertaken by the Company only upon their prior securing. 3. The change of the objects of the Company’s activity does not require the redemption of shares from the shareholders who do not give their consent to the change if the resolution on the change of the objects of the Company’s activity is adopted with the majority of two-third of votes in the presence of persons representing at least half the initial capital. INITIAL CAPITAL AND SHARES § 4 1. The initial capital of the Company shall be no less than PLN 1,229,650.60 (one million two hundred and twenty-nine thousand six hundred and fifty zlotys and sixty grosz) and no more than PLN 1,329,705.40 (one million three hundred and twenty-nine thousand seven hundred and five zlotys and forty grosz) and shall be divided into: i. 5,125,000 (five million one hundred and twenty-five thousand) series A ordinary bearer shares with the nominal value of PLN 0.10 (ten grosz) each, ii. 703,834 (seven hundred and three thousand eight hundred and thirty-four) series B ordinary bearer shares with the nominal value of PLN 0.10 (ten grosz) each. iii. 357,000 (three hundred and fifty-seven thousand) series C ordinary bearer shares with the nominal value of PLN 0.10 (ten grosz) each. iv. 143,000 (one hundred and forty-three thousand) series D ordinary bearer shares with the nominal value of PLN 0.10 (ten grosz) each. v. 500,000 (five hundred thousand) series E ordinary bearer shares with the nominal value of PLN 0.10 (ten grosz) each; vi. 500,000 (five hundred thousand) series H ordinary bearer shares with the nominal value of PLN 0.10 (ten grosz) each; vii. 2,640,000 (two million six hundred and forty thousand) series J ordinary bearer shares with the nominal value of PLN 0.10 (ten grosz) each; viii. 1,327,672 (one million three hundred and twenty-seven thousand six hundred and seventy-two) series K ordinary bearer shares with the nominal value of PLN 0.10 (ten grosz) each; ix. no less than 1,000,000 (one million) and no more than 2,000,548 (two million five hundred and forty-eight) series L ordinary bearer shares with the nominal value of PLN 0.10 (ten grosz) each. 2. The conversion of registered shares into bearer shares shall be performed by the Management Board based on a request filed by a shareholder. It is not permitted to convert the bearer shares into registered shares. When the registered shares are converted into bearer shares, the registered shares shall be deprived of any preferences. 3. The shares may be redeemed and cancelled. The shares may be redeemed and cancelled only with the shareholder’s consent (voluntary redemption and cancellation). The terms and conditions of redemption and cancellation shall be each time determined in the resolution of the General Meeting. 4. The Company may issue convertible bonds. 5. The Management Board is authorised to undertake the activities to dematerialise the shares and conclude agreements with Krajowy Depozyt Papierów Wartościowych S.A. (Central Securities Depository of Poland) concerning the registration of shares, as well as to apply for the introduction of the shares to organised trading or trading on the regulated market in compliance with the regulations concerning financial instrument trading. 6. The initial capital may be increased also within the limits of the target capital. 7. The Management Board is authorised to increase the initial capital within the limits of the target capital within three years of registration of the articles of the Company. The authorisation of the Management Board to increase the initial capital includes also the authorisation to issue subscription warrants with the time limit for exercising the subscription right expiring no later than the period for which the authorisation has been granted. 8. The authorisation of the Management Board to increase the initial capital may be granted for consecutive periods which, however, shall not exceed three years. For this authorisation to be granted, the Articles must be amended. 9. The amount of the target capital shall be PLN 100,000 (one hundred thousand zlotys). The Management Board may issue shares in exchange for cash contributions or non-cash contributions. 10. The Management Board may make one or more initial capital increases within the limits specified in point 9. The Management Board shall not make the increase out of the Company’s own means. 11. The Management Board shall make decisions on all matters related to the initial capital increase within the limits of the target increase, in particular, the Management Board shall be authorised to: 1) set the issuing price, 2) distribute the shares for non-cash contributions, 3) conclude the agreements concerning investment sub-issue, service sub-issue or other agreements securing the successful issue of shares, as well as conclude the agreements providing for the issue of depositary receipts in connection with the shares outside the territory of the Republic of Poland, 4) undertake the activities related to dematerialisation of shares and conclude the agreements for registration of shares with Krajowy Depozyt Papierów Wartościowych S.A. (Central Securities Depository of Poland), 5) undertake the activities in the scope of issue of shares by private subscription, open or closed, conduct of public offering, as well as application for the introduction of the shares to organised trading or trading on the regulated market in compliance with the regulations concerning financial instrument trading. 12. The Management Board shall be authorised to waive the pre-emptive right for the existing shareholders in whole or in part with the consent of the Supervisory Board. 13. The resolution of the Management Board on capital increase shall require the form of a notarial deed. A resolution of the Management Board adopted within the limits of the authority arising from the Articles shall substitute the resolution of the General Meeting on initial capital increase. § 4a The conditional initial capital of the Company shall be no more than PLN 285,710 (two hundred and eighty-five thousand seven hundred and ten zlotys) series G bearer shares with the nominal value of PLN 0.10 (ten grosz) and is divided into no more than 2,857,100 (two million eight hundred and fifty-seven thousand and one hundred) series G ordinary bearer shares of the Company with the nominal value of PLN 0.10 (ten grosz) each, of total nominal value no higher than PLN 285,710 (two hundred eighty-five thousand seven hundred and ten zlotys). The series G shares may be taken up by the holders of series A bonds of the Company convertible into series G shares issued by the Company. The right to take up series G shares may be exercised by the bondholders holding Bonds by the date falling no later than the redemption date specified in the Bond Issue Terms and Conditions, yet no later than within 36 months of allotment of Bonds to investors, and in each case – no later than within 5 years of adopting the resolution on the conditional increase of the initial capital of the company by the issue of series G shares. § 4b The conditional initial capital of the Company shall be no more than PLN 285,714,20 (two hundred and eighty-five thousand seven hundred and fourteen zlotys and twenty grosz) by way of issue of no more than 2,857,142 (two million eight hundred and fifty-seven thousand one hundred and forty two) series H bearer shares with the nominal value of PLN 0.10 (ten grosz) each. The series H shares may be taken up by the holders of series A subscription warrants issued by the Company. The right to take up series H shares may be exercised no later than within 60 months of the date of allocation of warrants to authorised persons. § 4c The conditional initial capital of the Company shall be no more than PLN 68,288.30 (say: sixty-eight thousand two hundred and eighty-eight zlotys and thirty grosz) and is divided into no more than 682,883 (say: six hundred and eighty-two thousand eight hundred and eighty-three) series I bearer shares with the nominal value of PLN 0.10 (ten grosz) each. The series I shares may be taken up by the holders of series B subscription warrants issued by the Company. The right to take up series I shares may be exercised no later than within 5 years of the date of allocation of series B subscription warrants to authorised persons. CORPORATE BODIES § 5 The corporate bodies of the Company shall be: 1. The Management Board of the Company, 2. The Supervisory Board, 3. The General Meeting. A. The Management Board § 6 1. The Management Board shall be composed of one to five members. 2. The members of the Management Board shall be appointed and recalled by the Supervisory Board. When appointing the Management Board, the Supervisory Board shall determine the number and functions of the members, of which shall define which of the members of the Management Board shall assume the function of the President of the Management Board. 3. The term of the Management Board shall last three years. The term of office shall be common. 4. The resolutions of the Management Board shall be adopted with the absolute majority of votes, with the exclusion of the situation when the Management Board consists of two Members in which case the unanimity is required. With the exclusion of the situation when the Management Board consists of two Members where the unanimity is required, the President of the Management Board shall have the casting vote in other cases of equality of votes § 7 1. The Management Board manages the Company’s affairs and represents the Company. 2. The rules of operation of the Management Board shall be determined in the Rules adopted by the Supervisory Board. The principles regarding the remuneration for the members of the Management Board shall be determined by the Supervisory Board. § 8 The following persons shall be authorised to represent the Company: if the Management Board consists of one person – the President of the Management Board independently; if the Management Board consists of more than one person: two members of the Management Board acting jointly, with the reservation that the President of the Management Board shall always be one of them. § 9 Without the consent given by the Supervisory Board, a member of the Management Board shall not get involved in a competitive business and shall not participate in any competitive company as a partner in civil partnership or any partnership, or as a member of any corporate body in any company, and also shall not participate in any competitive legal entity as a member of its corporate bodies. This prohibition shall apply equally to having any interest in a competitive company in the event that the member of the management board holds 10% or more of shares in it or has the right to appoint at least one member of its management board. B. The Supervisory Board § 10 1. The Supervisory Board shall be composed of 5 (five) to 7 (seven) members, of which the Chairperson and the Deputy Chairperson, appointed and recalled by the General Meeting. The General Meeting shall each time decide about the number of the members of the Supervisory Board in a given term of office. 2. The term of office of the Supervisory Board shall be 3 years. The members of the Supervisory Board shall be appointed for the common term of office. § 11 The members of the Supervisory Board shall exercise their rights and perform their duties personally and collectively. § 12 1. The Supervisory Board shall exercise permanent supervision over the activity of the Company in all aspects of its business activity. Each member of the Supervisory Board shall take into account the Company’s interest above all. 2. In addition to the matters listed in the provisions of the Code of Commercial Partnerships and Companies and these Articles, the competence of the Supervisory Board shall include: a. giving the consent that the Company acquires or transfers the immovable property, perpetual usufruct or share in the immovable property; b. giving the consent that the Company purchases an enterprise or its organised part; c. giving the consent that the Company forms a new enterprise; d. giving the consent to the acquisition, taking up and transfer of shares, shares (of other entities) or bonds; e. giving the consent to joining other companies; f. giving the consent to the issue of bonds; g. appointing a statutory auditor to examine the financial statements of the Company; h. appointing and recalling the members of the Management Board of the Company, i. setting the remuneration for the members of the Management Board; j. suspending the activities of individual or all members of the Management Board of the Company for important reasons; k. delegating the members of the Supervisory Board to perform temporarily the duties of the members of the management board who cannot perform their duties; l. adopting the rules of the Management Board of the Company; m. giving the consent to payment of advance towards the dividend; n. giving the consent to the conclusion of an agreement referred to in Article 433 of the Code of Commercial Partnerships and Companies with a sub-issuer o. examining and resolving the requests filed by the Management Board or the General Meeting. § 13 1. The meetings of the Supervisory Board shall be held as needed but at least 3 times per financial year. 2. The meeting of the Supervisory Board may be also held without the formal convening referred to hereinabove if all members of the Supervisory Board give their consent to it and no one of them objects to the agenda of the meeting. 3. The meetings of the Supervisory Board shall be chaired by the Chairperson of the Supervisory Board, and in the event of their absence – the Deputy Chairperson. If the Chairperson and the Deputy Chairperson are absent from the meeting, the chairperson of the meeting shall be appointed by the Supervisory Board. 4. The Supervisory Board shall be competent to adopt resolutions if at least half of its members are present at the meeting and all its members have been invited. The resolutions shall be adopted with the simple majority of votes of the Members of the Supervisory Board present at the meeting. The Chairperson of the Supervisory Board shall have the casting vote in the case of equal number of votes. 5. The Supervisory Board may adopt resolutions in writing or by means of direct communication at a distance. A resolution shall be valid when all members of the Supervisory Board have been notified of the contents of the draft resolution. 6. The members of the Supervisory Board may participate in adopting the resolutions of the Supervisory Board by casting their votes in writing through another member of the Supervisory Board. Casting a vote in writing cannot apply to matters entered into the agenda of the meeting during the Supervisory Board meeting. 7. The adopting of resolutions under the procedure specified in points 5 and 6 shall not apply to the election of the chairperson and the deputy chairperson of the Supervisory Board, the appointment of a Member of the Management Board, and the recalling and suspending of the said persons. 8. The Supervisory Board may adopt the rules providing for its organisation and the manner of performing its duties. C. The General Meeting § 14 The General Meeting may be annual or extraordinary. § 15 The General Meetings are held in the registered office of the Company, Gdańsk, Poznań, Kraków, Katowice and Warszawa. If the Company acquires the status of a public company, the General Meetings may be also held in a locality being the registered office of a company operating the stock exchange where the shares of this company are traded. § 16 1. The resolutions of the General Meeting shall be adopted with a simple majority of votes unless the provisions of the act or these Articles provide otherwise. 2. The General Meeting shall be valid regardless of the number of shares represented thereat. 3. The voting shall be open. Secret voting shall be ordered for elections and motions concerning the recalling of members of corporate bodies or liquidators or calling them to account, or at the request of even on of those present authorised to vote. § 17 1. The General Meeting shall be opened by the Chairperson of the Supervisory Board, or – in the case of their absence – by another member of the Supervisory Board, and then the chairperson shall be elected from among those authorised to vote. If those persons are absent, the General Meeting shall be opened by the President of the Management Board or a person designated by the Management Board. 2. The General Meeting shall adopt its own regulations determining in detail the procedures of holding the meeting. § 18 1. In addition to the matters listed in the provisions of the Code of Commercial Partnerships and Companies and these Articles, the competence of the General Meeting shall include: a. adopting the rules of procedure of holding the General Meeting, b. appointing and recalling the members of the Supervisory Board and setting the remuneration for them, c. examining and resolving the requests filed by the Supervisory Board or the Management Board. 2. The conclusion of an agreement referred to in Article 433 § 3 of the Code of Commercial Partnerships and Companies with a sub-issuer shall not require the resolution of the General Meeting. In such a case, only the consent of the Supervisory Board is required. 3. The acquisition and transfer of the immovable property, perpetual usufruct or share in the immovable property shall not require the resolution of the General Meeting. In such a case, the consent of the Supervisory Board is required. COMPANY’S ACCOUNTS § 19 1. The financial year of the Company shall be the calendar year. 2. The first financial year shall end on 31 December of the year in which the Company has been incorporated. 3. The supplementary capital shall be established to cover the financial losses and the annual write-offs shall be made on its account in the amount no less than 8% (eight per cent) of the annual net profit until the supplementary capital is equal to at least one-third of the initial capital. § 20 1. The dividend is paid on the dates determined by the General Meeting. 2. The General Meeting shall fix the day as of which the list of shareholders entitled to dividend for a given financial year is established. 3. The Management Board shall be entitled to pay – to the shareholders – the advance towards the expected end-of-financial-year dividend if the Company has sufficient means for making such a payment. The payment of the advance shall require the consent of the Supervisory Board.