Articles of Association

“ARTICLES OF ASSOCIATION OF THE COMPANY

NESTMEDIC JOINT-STOCK COMPANY

with its registered office in Warsaw

 

GENERAL PROVISIONS

§ 1

(1) The Company’s business name is: Nestmedic Joint Stock Company.

(2) The Company may use the abbreviated name: Nestmedic S.A.

(3) The seat of the Company is Warsaw.

(4) The Company shall operate on the territory of the Republic of Poland and abroad.

(5) The Company may establish branches, divisions, offices, representative offices and create companies with natural and legal persons, as well as operate research and development centers, manufacturing and service facilities in the territory of the Republic of Poland and abroad.

(6) The duration of the Company shall be unlimited.

 

MANNER OF ESTABLISHMENT OF THE COMPANY

§ 2

  1. The Company was established by the transformation of Nestmedic limited liability company into Nestmedic Joint Stock Company.

2.  The founders of the Company are:

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, seated in Warsaw, 

e. Leonarto Spółka z ograniczoną odpowiedzialnością, based in Wrocław,

f. Marcin Bruś, 

g. Jacek Szkurłat,

h. Mariusz Jaklewicz,

i. Bartłomiej Wydra,

j. Bartłomiej Godlewski,

k. Kamil Cisło,

l. Stefan Twardak,

m. Wieslaw Likus,

n. Anna Lagowska,

o. Nestmedic ESOP Sp. z o.o., seated in Wrocław.

3 The Company’s share capital was fully covered by the assets of the transformed company, i.e. Nestmedic sp. z o. o., prior to the registration of the Company in the Register of Entrepreneurs.

 

SUBJECT OF THE COMPANY’S ACTIVITY

§ 3

1. The object of the Company’s business is:

1) PKD 26.11.Z Manufacture of electronic components,

2) PKD 26.20.Z Manufacture of computers and peripherals,

3) PKD 26.51.Z Manufacture of instruments and appliances for measuring, controlling and navigation,

4) PKD 26.60.Z Manufacture of irradiation, electromedical and electrotherapeutic equipment,

5) PAC 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 and medical products,

8) PKD 46.51.Z Wholesale of computers, peripherals and software,

9) PKD 46.52.Z Wholesale of electronic and telecommunication equipment and parts,

10) PKD 58.19.Z Other publishing activity,

11) PKD 58.29.Z Publishing activity in the field of other software,

12) PKD 61.20.Z Activities in the field of wireless telecommunications, excluding satellite telecommunications,

13) PKD 61.90.Z Activity in the field of other telecommunications,

14) PKD 62.01.Z Activity related to software,

15) PKD 62.02.Z Activity related to consultancy in the field of information technology,

16) PKD 62.03.Z Activity related to management of IT devices,

17) PKD 62.09.Z Other service activities in the field of information and computer technology,

18) PKD 63.11.Z Data processing; management of websites (hosting) and similar activities,

19) PKD 63.12.Z Activity of Internet portals,

20) PKD 64.19.Z Other monetary intermediation,

21) PKD 64.92.Z Other forms of granting credit,

22) PKD 64.99.Z Other financial service activities, not classified elsewhere, excluding insurance and pension funds,

23) PKD 66.19.Z Other activities auxiliary to financial services, except insurance and pension funds,

24) PKD 70.22.Z Other business and management consulting,

25) PKD 68.20.Z Rental and management of own or leased real estate,

26) PKD 70.22.Z Other business and management consulting,

27) PKD 71.20.B Other technical research and analysis,

28) PKD 72.11.Z Scientific research and development work in the field of biotechnology,

29) PKD 72.19.Z Scientific research and development work in the field of other natural and technical sciences,

30) PKD 73.20.Z Market and public opinion research,

31) PKD 74.10.Z Specialized design activity,

32) PKD 74.90.Z Other professional, scientific and technical activities not elsewhere classified,

33) PKD 77.29.Z Rental and lease of other personal and household goods,

34) PKD 77.39.Z Rental and lease of other machinery, equipment and tangible goods, not elsewhere classified,

35) PKD 77.40.Z Lease of intellectual property and similar products, excluding works protected by copyright;

36) PKD 82.30.Z Activities related to the organization of trade fairs, exhibitions and congresses,

37) PKD 82.99.Z Other activities supporting business activity, not classified elsewhere,

38) PKD 85.59.B Other extracurricular forms of education, not elsewhere classified,

39) PKD 85.60.Z Activities supporting education,

40) PAC 86.90.E Other health care activities, not elsewhere classified,

41) PKD 96.09.Z Other service activities, not elsewhere classified.

(2) Activities requiring relevant permits or licenses shall be undertaken by the Company after obtaining them.

(3) A change in the objects of the Company’s business shall not require the repurchase of shares of shareholders who do not agree to the change, if a resolution to change the objects of business is adopted by a two-thirds majority of votes in the presence of persons representing at least half of the share capital.

 

SHARE CAPITAL AND SHARES

§ 4

  1. The Company’s share capital amounts to PLN 2,446,305.40 (two million four hundred and forty-six thousand three hundred and five zlotys and forty cents) and is divided into:

i. 5,125,000 (five million one hundred and twenty-five thousand) series A ordinary bearer shares with a nominal value of PLN 0.10 (ten cents) per share,

ii. 703,834 (seven hundred and three thousand eight hundred and thirty-four) series B ordinary bearer shares, with a nominal value of PLN 0.10 (ten cents) each share.

iii. 357,000 (three hundred and fifty-seven thousand) ordinary bearer shares of series C, with a nominal value of PLN 0.10 (ten cents) each share.

iv. 143,000 (one hundred forty-three thousand) ordinary bearer shares of series D, with a nominal value of PLN 0.10 (ten cents) each share.

v. 500,000 (five hundred thousand) ordinary bearer shares of series E, with a nominal value of PLN 0.10 (ten cents) each share;

vi. 500,000 (five hundred thousand) ordinary bearer shares of series H, with a nominal value of PLN 0.10 (ten cents) each share;

vii. 230,000 (two hundred and thirty thousand) ordinary bearer shares of series I, with a nominal value of PLN 0.10 (ten cents) each share;

viii. 2,640,000 (two million six hundred and forty thousand) series J ordinary bearer shares, with a nominal value of PLN 0.10 (ten cents) each share;

ix. 1,327,672 (one million three hundred and twenty-seven thousand six hundred and seventy-two), series K ordinary bearer shares, with a nominal value of PLN 0.10 (ten cents) per share;

x. 2,000,548 (two million five hundred and forty-eight), series L ordinary bearer shares, with a nominal value of PLN 0.10 (ten cents) each share;

xi. 7,936,000 (seven million nine hundred and thirty-six thousand) series M ordinary bearer shares, with a nominal value of PLN 0.10 (ten cents) per share;

xii. 180,250 (one hundred and eighty thousand two hundred and fifty) series N ordinary bearer shares with a nominal value of PLN 0.10 (ten cents) per share;

xiii. 3,000,000 (three million) O series ordinary bearer shares with a nominal value of PLN 0.10 (ten cents) each share.

2. The change of registered shares into bearer shares shall be made by the Management Board acting at the shareholder’s request. Conversion of bearer shares into registered shares is not allowed. In the case of conversion of registered shares into bearer shares, registered shares lose all preference.

3. Shares may be redeemed. Shares may be redeemed only with the consent of the shareholder (voluntary redemption). The conditions for redemption shall be determined each time by a resolution of the General Meeting.

4. The Company may issue convertible bonds.

5. The Management Board shall be authorized to take action on the dematerialization of shares and to conclude agreements with the National Depository for Securities for the registration of shares, as well as to apply for the introduction of shares to an organized trading system or to trading on a regulated market, in accordance with the provisions on trading in financial instruments.

6. Share capital may also be increased within the limits of authorized capital.

7. The Board of Directors shall be authorized to increase the share capital within the limits of authorized capital for three years from the date of registration of the Company’s Articles of Association. The Management Board’s authorization to increase the authorized capital shall also authorize the issuance of subscription warrants, with the term of exercise of subscription rights expiring no later than the period for which the authorization was granted.

8. Authorization of the Management Board to increase the share capital may be granted for successive periods, but not longer than three years. The granting of authorization requires an amendment to the Articles of Association.

9. The amount of authorized capital shall be PLN 100,000 (one hundred thousand zlotys). The Management Board may issue shares in exchange for cash or non-cash contributions.

10. The Board of Directors may make one or more consecutive increases within the limits specified in paragraph 9. The Board of Directors may not make an increase from the Company’s own funds.

11. The Board of Directors shall decide on all matters related to the increase of authorized capital, in particular, the Board of Directors shall be authorized to:

1) determine the issue price,

2) issue shares in exchange for in-kind contributions,

3) enter into investment underwriting or service underwriting agreements or other agreements to secure the success of the share issue, as well as to enter into agreements under which, outside the territory of the Republic of Poland, depository receipts would be issued in connection with the shares, -.

4) to take action on the dematerialization of shares and to conclude agreements with the National Securities Depository S.A. for the registration of shares,

5) to take action on the issue of shares by private, open or closed subscription, conducting a public offering and also to apply for the introduction of shares to an organized trading system or to trading on a regulated market, in accordance with the regulations on trading in financial instruments.

12. The Management Board shall be authorized to deprive existing shareholders of their subscription rights in whole or in part, subject to the approval of the Supervisory Board.

13. A resolution of the Management Board to increase the capital shall require the form of a notarial deed. A resolution of the Management Board adopted within the limits of statutory authorization shall replace the resolution of the General Meeting of Shareholders to increase the share capital.

§ 4a

The Company’s conditional share capital amounts to no more than PLN 285,710 (two hundred and eighty-five thousand seven hundred and ten zlotys) series G bearer shares with a nominal value of PLN 0.10 (ten groszy) and is divided into no more than 2,857,100 (two million eight hundred and fifty-seven thousand one hundred) series G ordinary bearer shares of the Company with a nominal value of PLN 0.10 (ten groszy) each, with a total nominal value of no more than PLN 285,710 (two hundred and eighty-five thousand seven hundred and ten zlotys). The holders of the Company’s series A bonds convertible into series G shares issued by the Company shall be entitled to acquire series G shares. The right to acquire series G shares may be exercised by the bondholders holding the Bonds at a date no later than the redemption date specified in the Terms of the Bonds, but no later than 36 months from the date of allotment of the Bonds to investors, in any case no later than within 5 years from the date of adoption of the resolution on conditional increase of the Company’s share capital through the issuance of series G shares.

§ 4b

The Company’s conditional share capital shall be no more than PLN 285,714.20 (two hundred and eighty-five thousand seven hundred and fourteen zlotys and twenty cents) through the issuance 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 a nominal value of PLN 0.10 (ten cents) each. Those entitled to acquire series H shares will be holders of series A subscription warrants issued by the Company. The right to take up H-series shares may be exercised no later than within 60 months from the date of allotting the warrants to the eligible persons.

§ 4c

The Company’s conditional share capital shall amount to no more than PLN 68,288.30 (say: sixty-eight thousand two hundred and eighty-eight zlotys and thirty groszy) and shall be divided into no more than 682,883 (say: six hundred and eighty-two thousand eight hundred and eighty-three) series I bearer shares with a nominal value of PLN 0.10 (ten groszy) each. Those entitled to take up series I shares shall be 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 from the date of allotment of series B subscription warrants to the eligible persons.

§ 4d

The Company’s conditional share capital shall amount to no more than PLN 125,000.00 (one hundred and twenty-five thousand zlotys) and shall be divided into no more than 1,250,000 (one million two hundred and fifty thousand) series N bearer shares with a nominal value of PLN 0.10 (ten groszy) each. The holders of series C subscription warrants issued by the Company will be entitled to acquire series N shares. The right to take up series N shares may be exercised no later than within 5 years from the date of allotment of series C subscription warrants to eligible persons.

 

COMPANY’S GOVERNING BODIES

§5

The organs of the Company are:

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

Management Board

§6

  1. The Management Board of the Company consists of from one to five members.
  2. Members of the Management Board are appointed and dismissed by the Supervisory Board. When appointing the Management Board, the Board determines the number of members and their functions, including which member of the Management Board serves as President of the Management Board.
  3. The term of office of the Management Board is three years. The term of office is joint.
  4. Resolutions of the Management Board are adopted by an absolute majority of votes, except when the Management Board has two members, in which case unanimity is required. With the exception of a situation where the Management Board has two Members where unanimity is required, in other situations in the event of an equality of votes, the vote of the President of the Management Board shall be decisive.

§7

  1. The Management Board conducts the Company’s affairs and represents the Company.
  2. The rules of functioning of the Company’s Management Board are set forth in the Regulations adopted by the Supervisory Board. The rules for remunerating members of the Management Board shall be determined by the Supervisory Board.

§8

The following are authorized to represent the Company: in the case of a one-person Management Board – the President of the Management Board alone; in the case of a multi-person Management Board: two Members of the Management Board, at least one of whom must always be the President of the Management Board.

§9

A Member of the Management Board may not, without the consent of the Supervisory Board, engage in competitive business or participate in a competitive company as a partner in a civil partnership, partnership or as a member of a body of a capital company, or participate in another competitive legal person as a member of a body. This prohibition also includes participation in a competitive capital company, in the event that a member of the Management Board holds at least 10% of shares in it or has the right to appoint at least one member of the Management Board.

Supervisory Board

§10

  1. The Board consists of 5 (five) to 7 (seven) members, including the Chairman and Vice Chairman, appointed and dismissed by the General Meeting. The General Meeting decides each time on the number of members of the Supervisory Board for a given term.
  2. The term of office of the Supervisory Board is 3 years. Members of the Supervisory Board are appointed for a joint term of office.

§11

Members of the Supervisory Board exercise their rights and duties in person and in a collegial manner.

§12

  1. The Board exercises constant supervision over the Company’s activities in all areas of its operations. Each member of the Supervisory Board should, first and foremost, have the interests of the Company in mind.
  2. In addition to the matters listed in the provisions of the Commercial Companies Code and these Articles of Association, the powers of the Supervisory Board include:
  3. giving consent to the Company’s acquisition or disposal of real estate, perpetual usufruct or an interest in real estate;
  4. expressing consent to the Company’s acquisition of an enterprise or an organized part thereof;
  5. giving consent to the establishment of a new enterprise by the Company;
  6. consenting to the acquisition, acquisition and disposal of shares, stocks (of other entities) or bonds;
  7. giving consent to join other companies;
  8. consenting to the issuance of bonds;
  9. Selection of an auditor to audit the Company’s financial statements;
  10. Appointment and dismissal of the Company’s Board of Directors,
  11. determining remuneration for members of the Management Board;
  12. suspending, for important reasons, individual or all members of the Company’s Management Board;
  13. delegating members of the Board to temporarily perform the duties of members of the Management Board who are unable to perform their functions;
  14. Adoption of regulations of the Company’s Management Board;
  15. giving consent to advance payment of dividends;
  16. giving consent to conclude an agreement with an underwriter, as referred to in Article 433 of the Commercial Companies Code;
  17. considering and resolving motions submitted by the Board of Directors or the General Meeting.
  18. Conclusion by the Company of any contract, agreement or payment of any remuneration to
    1. a person holding directly at least 5% (five percent) of the shares in the Company, or
    2. a person holding indirectly at least 5% (five percent) of the shares in the Company, or
    3. a subsidiary, affiliate or controlled entity (within the meaning of the Accounting Act of September 29, 1994 or IAS/IFRS) of any of the persons indicated in (a) or (b) above, requires the prior approval of the Supervisory Board.
  19. The requirement to obtain the approval of the Supervisory Board referred to in paragraph 3 above does not apply to the payment of remuneration to Members of the Management Board or Members of the Supervisory Board by virtue of their functions in the Company.

§13

  1. Meetings of the Supervisory Board are held as needed, but at least 3 times per fiscal year. –
  2. A meeting of the Supervisory Board may also be held without the formal convening referred to above, if all members of the Supervisory Board agree and none of them objects to the agenda of the meeting.
  3. Meetings of the Board shall be chaired by the Chairman of the Board, or in his absence by the Vice Chairman. If the Chairman and Vice Chairman are absent from the meeting, the Chairman of the meeting shall be elected by the Supervisory Board.
  4. The Supervisory Board is capable of adopting resolutions if at least half of its members are present at the meeting and all members have been invited. Resolutions are adopted by a simple majority of votes of the Supervisory Board members present at the meeting. In the event of an equality of votes, the Chairman of the Supervisory Board shall have the casting vote.
  5. The Supervisory Board may adopt resolutions in writing or by means of direct remote communication. A resolution is valid if all members of the Supervisory Board have been notified of the content of the draft resolution.
  6. Members of the Supervisory Board may participate in the adoption of Board resolutions by casting their vote in writing through another member of the Supervisory Board. The casting of a vote in writing may not relate to matters placed on the agenda at a meeting of the Supervisory Board.-.
  7. Adoption of resolutions according to the procedure referred to in paragraphs 5 and 6 does not apply to the election of the Chairman and Vice-Chairman of the Supervisory Board, the appointment of a Member of the Management Board, as well as the dismissal and suspension of such persons. –
  8. The Supervisory Board may adopt rules of procedure defining its organization and the manner of performing its activities.

General Meeting

§14

The General Meeting is held as an ordinary or extraordinary meeting.

§15

General Meetings of Shareholders shall be held at the Company’s headquarters, in Gdańsk, Poznań, Kraków, Katowice or Warsaw. If the Company obtains the status of a public company, the General Meeting may also be held in a location that is the seat of a company operating a stock exchange on which shares of that company are traded.

§16

  1. Resolutions of the General Meeting shall be adopted by a simple majority of votes cast, unless the provisions of the law or these Articles of Association provide otherwise.
    The General Meeting is valid regardless of the number of votes represented at it.
  2. Voting shall be open. A secret ballot shall be ordered for elections and for motions to dismiss members of the company’s bodies or liquidators, to hold them liable or at the request of even one of those present who are entitled to vote.

§17

  1. The General Meeting is opened by the Chairman of the Supervisory Board or in his absence by another member of the Supervisory Board, after which a chairman is elected from among the persons entitled to vote. In the absence of these persons, the General Meeting is opened by the Chairman of the Board or a person appointed by the Board.
  2. The General Meeting shall adopt its regulations specifying in detail the procedure for conducting the meeting.

§18

  1. In addition to the matters listed in the provisions of the Commercial Companies Code and these Articles of Association, the powers of the General Meeting include:
  2. adopting the rules of procedure for the General Meeting,
  3. Appointing and dismissing members of the Supervisory Board and determining their remuneration,
  4. considering and resolving motions presented by the Supervisory Board or the Management Board.
  5. A resolution of the General Meeting is not required to conclude the agreement with the underwriter referred to in Article 433 § 3 of the Commercial Companies Code. In such a case, only the approval of the Supervisory Board is required.
  6. A resolution of the General Meeting is not required for the acquisition and disposal of real estate, perpetual usufruct or an interest in real estate. In such case, the consent of the Supervisory Board is required.

ACCOUNTING OF THE COMPANY

§19

  1. The fiscal year is the calendar year.
  2. The first fiscal year ends on December 31 of the year in which the company was registered.
  3. A supplementary capital shall be created to cover financial losses, for which annual write-offs will be made, in an amount of not less than 8% (eight percent) of the pure annual profit, until the supplementary capital reaches at least one-third of the share capital.

§20

  1. Dividends shall be paid on the dates set by the General Meeting.
  2. The General Meeting determines the date by which the list of shareholders entitled to dividends for a given fiscal year is determined.
  3. The Management Board is authorized to make an advance payment to shareholders on account of the expected dividend at the end of the fiscal year, if the company has sufficient funds to pay it. The payment of an advance requires the approval of the Supervisory Board.”
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