CONSOLIDATED TEXT OF THE ARTICLES OF ASSOCIATION OF APATOR S.A.
General provisions
§ 1
The Company's business name is: Apator Spółka Akcyjna. The Company may use the abbreviated name Apator S.A. and its distinctive sign.
§ 2
The registered office of the Company is the city of Toruń.
§ 3
The Company shall operate on the territory of the Republic of Poland and abroad.
§ 4
The Company is allowed to establish and run its units, branch offices, companies, offices and other places of business in the country and abroad.
§ 5
The Company has been established for an indefinite term.
§ 6
The objective of the Company is to conduct the activity aimed at the performance of the strategy of the Apator Group of Companies defining the interest of the Apator Group of Companies.
The Apator Group of Companies should be understood as the Company, its legal successors and subsidiaries of Apator S.A. (within the meaning of the Accounting Act).
The Company's interest is determined by its objective as defined pursuant to section 1 above.
The Company's core business is:
− Manufacture of instruments and appliances for measuring, testing and navigation, PKD 26.51.Z.
The Company's other lines of business are:
Manufacture of other plastic products, PKD 22.26.Z,
Manufacture of other technical ceramic products, PKD 23.44.Z,
Manufacture of metal structures and parts of structures, PKD 25.11.Z,
Machining of metal parts, PKD 25.53.Z,
Manufacture of electronic printed circuits, PKD 26.12
Manufacture of computers and peripheral equipment, PKD 26.20.Z,
Manufacture of (tele)communication equipment, PKD 26.30.Z,
Manufacture of consumer electronics, PKD 26.40.Z,
Manufacture of watches and clocks, PKD 26.52.Z,
Manufacture of electric motors, generators and transformers PKD 27.11.Z,
Manufacture of electricity distribution and control apparatus, PKD 27.12.Z,
Manufacture of installing equipment, PKD 27.33.Z,
Manufacture of other electrical equipment, PKD 27.90.Z,
Manufacture of office machinery and equipment, except computers and peripheral equipment, PKD 28.23.Z,
Production of electrical and electronic equipment for motor vehicles, PKD 29.31.Z,
Other manufacturing not elsewhere classified, PKD 32,99. Z,
Repair and maintenance of machinery, PKD 33.12.Z,
Repair and maintenance of electronic and optical equipment, PKD 33.13.Z,
Repair and maintenance of electrical equipment, PKD 33.14.Z,
Installation of industrial machinery and equipment and outfit, PKD 33.20.Z,
Renewable electricity generation, PKD 35.11.Z,
Solar power, PKD 35.12.B,
Generation of electricity from other renewable sources, PAC 35.12.F,
Transmission of electricity, PKD 35.13.Z,
Distribution of electricity, PKD 35.14.Z,
Trade of electricity, PKD 35.15.Z,
Electricity storage, PKD 35.16.Z,
Recovery of raw materials, PKD 38.21.Z,
Works related to the construction of telecommunication and electric power lines, PKD 42.22.Z.
Electrical installation, PKD 43.21.Z,
Wholesale of information and communication technology tools, PKD 46.50.Z,
Wholesale of other intermediate products, PKD.46.86.Z,
Wholesale of waste and scrap, PKD 46.87.Z,
Non-specialised wholesale trade, PKD 46.90.Z,
Retail sale of information and communication technology equipment, PKD 47.40.Z,
Scheduled passenger road transport, PKD 49.31.Z,
Freight transport by road, PKD 49.41.Z,
Warehousing and storage of other goods, PKD 52.10.B;
Other service activities incidental to land transport, PKD 52.21.B,
Holiday and other short-stay accommodation, PKD 55.20.Z,
Regular preparation and delivery of food for external clients (regular catering) and other food service activities, PKD 56.22.Z,
Other software publishing, PKD 58.29.Z,
Other content distribution activities, PKD 60.39.Z,
Internet traffic exchange activity, PKD 61.10.A,
Other activities in the field of wired, wireless, and satellite telecommunications, PKD 61.10.B,
Other telecommunication activities not elsewhere classified, PKD 61.90.B,
Other programming activities, PKD 62.10.B,
Other computer consultancy and computer facilities management activities, PKD.62.20.B,
Other services related to computing infrastructure, data processing, website management (hosting), and related activities, PKD 63.10.D,
Other information service activities, PKD. 63.92.Z,
Other forms of credit granting not elsewhere classified, PKD 64.92.B,
Buying and selling of own real estate, PKD 68.11.Z,
Rental and operating of own or leased real estate, PKD 68.20.Z,
Accounting and bookkeeping activity, PKD 69.20.A,
Activities of head offices, PKD 70.10.A,
Activities of shared service centres, PKD 70.10.B.
Business and other management consultancy activities, PKD 70.20.Z,
Other engineering activities and related technical consultancy, PKD 71.12.B,
Other technical testing and analysis, PKD 71.20.C,
Research and experimental development in other natural sciences and engineering , PKD 72.10.Z,
Advertising agencies activities, PKD 73.11.Z,
Market research and public opinion polling, PKD 73.20.Z,
Graphic design and visual communication activities, PKD 74.12.Z,
All other professional, scientific and technical activities not elsewhere classified, PKD 74.99.Z,
Rental and leasing of office machinery and equipment, including computers, PKD 77.33.Z,
Rental and leasing of other machinery, equipment and tangible goods not elsewhere classified, PKD 77.39.Z,
Other leasing of intellectual property and similar products, except copyrighted works, PKD 77.40.B,
Temporary employment agency activities, PKD 78.20.Z,
Activities of call centres, PKD 82.20.Z,
Organisation of conventions and trade shows, PKD 82.30.Z,
Other out-of-school forms of education, not elsewhere classified, PKD 85.59.D,
Repair and maintenance of computers and (tele)communications equipment, PKD 95.10.Z,
Repair and maintenance of consumer electronics, PKD 95.21.Z.
If the commencement or pursuit of business activities within the scope of the Company's objects set out above requires an appropriate permit or licence, such activities may only be commenced or pursued upon obtaining the relevant permit or licence.
Company capital, shareholders and shares
§ 7
The Company's share capital is PLN 3,264,707.30 (three million two hundred and sixty-four thousand seven hundred and seven zlotys 30/100) and is divided into 7,326,515 (seven million three hundred and twenty-six thousand five hundred and fifteen) A series registered shares and 25,320,558 (twenty-five million three hundred and twenty thousand five hundred and fifty-eight) A, B and C series bearer shares with a nominal value of PLN 0.10 (ten groszy) each.
§ 8
Conversion of Series A registered shares into Series A bearer shares is carried out at the request of shareholders in January each year. If a total of more than 100,000 (one hundred thousand) registered shares
are proposed for conversion during the year, the Company's Management Board is obliged to set an additional conversion date within 90 days.
Conversion of bearer shares into registered shares is not permitted.
§ 9
Each share entitles to 1 (one) vote, except for Series A registered shares, each of which entitles to 4 (four) votes. The conversion of registered shares into bearer shares results in the loss of their voting preference.
§ 10
Series A registered shares may be sold by the shareholders and their heirs or legal successors only to the shareholders holding Series A registered shares. Disposal of Series A registered shares to persons other than the shareholders holding Series A registered shares requires the consent of the Management Board.
Shareholders intending to transfer Series A registered shares to persons other than the shareholders holding Series A registered shares shall submit a written application to the Management Board for permission to do so.
The Management Board of the Company shall consider the request for permission to dispose of Series A registered shares and shall decide whether or not to grant such permission within
60 days of the date of submission of the request, taking into account the interests of the Company.
If the Board of Directors does not approve the transfer of the shares, it should within 60 days:
− designate another purchaser,
− set a price in line with the price of bearer shares on the date of application. The deadline for payment of the price so indicated shall be 7 days from the date of the decision of the Management Board.
If the Management Board does not take a position within 60 days of the written application for permission to dispose of shares, the disposal of shares is not subject to any restrictions.