Sygnity SaGPW: SGN

Registration of amendments to the Articles of Association of Sygnity S.A.

· Issued by Sygnity SA
Uniform text of the Articles of Association of Sygnity Spółka Akcyjna
  1. GENERAL PROVISIONS Article 1

    1. The business name of the Company shall be "Sygnity Spółka Akcyjna".

    2. The Company may use the abbreviated name of "Sygnity S.A." and a distinguishing graphic sign.

    3. Article 2

      1. The registered office of the Company shall be Warsaw.

      2. The Company was established as a result of a transformation of a limited liability company and it is that company's legal successor. The Company was founded by shareholders of the transformed limited liability company who joined the Company and acquired its shares.

      Article 3

      1. The Company shall operate in the Republic of Poland and abroad.

      2. Subject to Art. 12.2(e) hereof, the Company may open and run departments, business establishments, branches, agencies, and other organizational units and it may participate in other companies and undertakings in the Republic of Poland and abroad.

    4. ACTIVITIES OF THE COMPANY Article 4

      1. The activities of the Company shall include:

        1. IT activities,

        2. Activities related to software,

        3. Data processing,

        4. Activities related to data bases,

        5. Maintenance and repair of office, accounting and calculating machines,

        6. Other IT activities,

        7. Other printing activities, not elsewhere classified,

        8. Reproduction of computer data carriers,

        9. Manufacture of empty data carriers,

        10. Manufacture of computers and other information processing equipment,

        11. Manufacture of machines and electric apparatuses, not elsewhere classified,

        12. Installation, repair, and maintenance of electric equipment, not elsewhere classified,

        13. Manufacture of radio, TV, and telecommunications equipment and devices,

        14. Manufacture of valves and other electronic elements,

        15. Manufacture of measuring, controlling, testing, navigating, and other purpose instruments and devices, except for equipment for steering industrial processes,

        16. Installation, repair, and maintenance of measuring, controlling, research, testing, and navigating instruments and devices,

        17. Manufacture of systems for steering industrial processes,

        18. Construction,

        19. General construction works on line distribution objects: pipelines and electric, energetic, and local telecommunications lines,

        20. Construction of electric signalling systems,

        21. Construction of other electric systems,

        22. Construction of central heating and ventilation systems,

        23. Wholesale and commission sale, except for mechanic vehicles and motorcycles,

        24. Wholesale of other office machines and devices and office furniture,

        25. Wholesale of other machines and devices for industry, trade, and water transport,

        26. Other specialised wholesale,

        27. Retail sale, except for mechanic vehicles and motorcycles; repair of personal and household goods,

        28. Trans-shipment and storage of goods,

        29. Other activities supporting transport,

        30. Telecommunications,

        31. Line telephony and telegraphy,

        32. Mobile telephony,

        33. Data transmission,

        34. Radiocommunications,

        35. Broadcasting,

        36. Other telecommunications activities,

        37. Other financial agency,

        38. Financial lease,

        39. Other financial agency, not elsewhere classified,

        40. Supporting activities related to financial agency,

        41. Administration of real properties, lease and services related to running business operations, administration of real properties,

        42. Renting machines and devices without operators and lending personal and household goods,

        43. Research and development,

        44. Research and development in technical sciences,

        45. Other economic activities,

        46. Market research and public opinion polling,

        47. Activities related to holding company management,

        48. Geodesic and cartographic activities,

        49. Activities related to employee recruitment and provision,

        50. Lifelong learning of adults and other forms of education,

        51. Non-school forms of education, not elsewhere classified,

        52. Bookkeeping,

        53. Call centres,

        54. Security activities - security systems operation.

          The activities listed in items 7-9, 11-22, 24-26, 28-46, and 48-49 above shall be performed only within the scope related to projects completed by the Company and its capital group.

          The activities listed in item 52 above shall be performed only for subsidiaries being members of the capital group.

        55. If starting or conducting an activity listed above requires a relevant permit or a license, the Company may start or conduct such an activity only after having obtained such a permit or a license.

        56. Resolutions concerning material changes of the Company's activities shall not require a purchase of shares under Art. 416(4) of the Code of Commercial Companies as long as they are adopted with the two-thirds majority of votes, with shareholders representing at least a half of share capital present.

        57. Article 4a

          The Company may issue convertible bonds and bonds with a subscription warrant.

        58. SHARE CAPITAL AND SHARES Article 5

          1. Share capital of Sygnity S.A. shall be PLN 11,886,242 (eleven million eight hundred and eighty-six thousand two hundred and forty-two) and shall be divided into 11,886,242 (eleven million eight hundred and eighty-six thousand two hundred and forty-two) shares, each of the nominal value of PLN 1 (one), out of which:

            1. 6,152,178 (six million one hundred and fifty-two thousand one hundred and seventy-eight) shares shall be series A shares (series A shares were created as a result of the combination of series A, B, C, D, E, F, G, H, I, J, K, and L series shares of the Company existing on 27 June 2003 into a single series;

            2. 359,425 (three hundred and fifty-nine thousand four hundred and twenty-five) shares shall be series M shares;

            3. 223,010 (two hundred and twenty-three ten) shares shall be series O shares;

            4. 153,888 (one hundred and fifty-three thousand eight hundred and eighty-eight) shares shall be series P shares;

            5. 88,725 (eighty-eight thousand seven hundred and twenty-five) shares shall be series R shares;

            6. 15.625 (fifteen thousand six hundred and twenty-five) shares shall be series S shares;

            7. 25,250 (twenty-five thousand two hundred and fifty) shares shall be series T shares;

            8. 200 (two hundred) shares shall be series U shares;

            9. 1,000,000 (one million) shares shall be series W shares;

            10. 2,795,572 (two million seven hundred and ninety-five thousand five hundred and seventy- two) shares shall be series X shares;

            11. 1,072,369 (one million seventy-two thousand three hundred and sixty-nine) shares shall be series Y shares.

            12. The Company has performed the following conditional increases in share capital:

              1. under the resolution concerning the issue of bonds convertible to shares and the conditional increase in share capital adopted by the Extraordinary General Meeting on 02 March 2001, share capital of the Company was conditionally increased by PLN 750,000 (seven hundred and fifty thousand) through the issue of 750,000 (seven hundred and fifty thousand) series N ordinary bearer shares, each of the nominal value of PLN 1 (one);

              2. under the resolution concerning the issue of series C1, C2, and C3 bonds with a subscription warrant concerning the Company's series P shares and the conditional increase in share capital through an issue of series P shares adopted by the Ordinary General Meeting on 28 June 2002, share capital of the Company was conditionally increased by PLN 323.675 (three hundred and twenty-three thousand six hundred and

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