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ENERGOAPARATURA S.A.
A JOINT STOCK COMPANY SEATED IN KATOWICE
   
  THE STATUTE
   
  GENERAL
   
  § 1
1. Name of the Company: „Energoaparatura Spółka Akcyjna”.
2. The company may use the abbreviation:ENAP Spółka Akcyjna.
   
  § 2
   
  The town of Katowice is the seat of the Company.
 
  § 3
1. The Treasury is the founder of the Company.
2. The Company has been founded in result of transforming the state-owned  enterprise  „Przedsiębiorstwo Montażu Aparatury Kontrolno Pomiarowej i Automatyki Energoaparatura”.
3. The Company  operates on the basis of the Code of Trade Companies  and other valid regulations.
   

§ 4
1. The Company  acts on the territory of Poland and abroad.
2. The Company duration is indefinite.
3. The Company can found and liquidate works, divisions, offices and representations on the area of its activities. It may join other companies and also participate in other organisational ventures.
   
  COMPANY SCOPE OF ACTIVITIES 
 
  § 5

The Company scope of activities includes:
1. electrical installations – PKD 43.21.Z
2. remaining structural installations – PKD 43.29.Z
3. works connected with the transportation pipelines and distribution networks – PKD 42.21.Z;
4. works connected with the construction of telecommunication and electrical power lines – PKD 42.22.Z;
5. repair and maintenance  od electrical equipment – PKD 33.14.Z;
6. production of metal structures – PKD 25.11.Z
7. production of connectors and screws-PKD 25.94.Z
8. production of electrical power distribution and control equipment  – PKD 27.12.Z
9. production of installation equipment – PKD 27.33.Z
10. production of equipment for the hydraulic and pneumatic drives  – PKD 28.12.Z;
11. repair and maintenance of prefabricated hardware – PKD 33.11.Z;
12. repair and maintenance of machines – PKD 33.12.Z;
13. repair and maintenance of electronic and optical equipment  – PKD 33.13.Z;
14. installation of industrial machines and equipment  – PKD 33.20.Z;
15. construction works  – PKD 41.20.Z
16. works at geological excavation and drillings  – PKD 43.13.Z
17. construction of the water and sewage, heat, gas and air conditioning systems – PKD 43.22.Z
18. wholesale of fuels and derivative products – PKD 46.71.Z;
19. transportation of goods – PKD 49.41.Z;
20. remaining financial services, excluding insurance and pension funds – PKD 64.99.Z
21. remaining activities, supporting the financial services, excluding insurance and pension funds – PKD 66.19.Z
22. purchase and sales of immovables– PKD 68.10.Z
23. renting and managing the immovables  – PKD 68.20.Z
24. engineering and technical advisory activities  – PKD 71.12.Z;
25. remaining technical tests and analyses – PKD 71.20.B;
26. scientific investigations and research works in the area of natural and technical science – PKD 72.19.Z
27. temporary employment agency activities  – PKD 78.20.Z
28. security activities  – PKD 80.20.Z
29. effective management  – PKD 84.13.Z;
30. education supporting activities – PKD 85.60.Z”
31. distribution of electrical power – PKD 35.13.Z;
32. trade in electrical power – PKD 35.14.Z;
33. wholesale of metals and metal ores – PKD 46.72.Z
34. wholesale of wastes and scrap – PKD 46.77.Z
35. production of electrical power – PKD 35.11.Z
36. distribution of electrical power – PKD 35.12.Z
37.
 production and delivery of steam, hot water and air for the air conditioning systems - PKD 35.30.Z
   
INITIAL CAPITAL
   
§ 6
1. The initial capital is 4.040.183,20 PLN (four million forty thousand one hundred eighty  three Polish zloty and twenty grosz)  and is divided into 20.200.916 (twenty million two hundred thousand and nine hundred sixteen) shares of the value of of 0,20 (twenty grosz) PLN each, including:
 
  • 12.707.800 shares  emitted in  series A ,
  • 2.692.200 shares  emitted in  series B,
  • 1.000.000 shares  emitted in  series C,
  • 3.800.916 shares  emitted in  series D,
   
§ 6a

The initail capital has conditionally been increased by no more than PLN 1.000.000,00 (one million Polish zloty) , resulting from the emission of no more than 5.000.000,00 (five million) shares, including:  :
a) 3.000.000 (three million) shares emitted in series E, of the nominal value of PLN 0,20 ( twenty grosz) each and of the total nominal value of  PLN 600.000,00 (six hundred thousand Polish zloty), to  award the right to get the shares to the owners of the subscription warrants series I, emitted basing on the Resolution  No. 5/2010 of the Extraordinary General Meeting, held on 21 July, 2010;
b) 2.000.000 (two million) shares emitted in series F, of the nominal value of PLN 0,20 ( twenty grosz) each and of the total nominal value of PLN 400.000,00 (four hundred thousand Polish zloty), to  award the right to get the shares to the owners of the subscription warrants series II, emitted basing on the Resolution  No. 5/2010 of the Extraordinary General Meeting, held on 21 July, 2010.  
   
§ 7
1.
 The Company shares are of the holder and of the personal type. Each share equals one vote at the General Meeting.
2. On shareholder’s demand the Supervisory Board change the personal type shares into holder type shares.
3. The shareholders are not allowed to demand exchange of  the holder type shares into the personal type ones
   
  § 8
1. The shares can be amortised against a GMS resolution, by purchasing them by the Company. The said resolution should determine the legal basis of the amortisation, the reward to the owner of the amortised shares  as well as the way of decreasing the initial capital.
2. The  shares amortisation requires decreasing the initial capital. With the reservation of item 3, the resolution of the initial capital decrease should be taken during the GMS  at which the shares amortisation has been decided.
3. The Board will, without calling the GMS, immediately amortise :
a)    shares purchased  with violation of the art. 362 § 1 or  § 2  of the Code of Trade Companies   regulations, which were not sold during one year from their purchase date ,
b)    the remaining part of the Company equity which exceeds 10% of the initial capital, not sold during two years from the date of their purchase.
4. The Company has the right to purchase shares to remit them and in other cases, described in the Code of Trade Companies
   
  § 9
  The Company has the right to issue bonds, including the bonds changeable to shares
   
  COMPANY ORGANS
   
  § 10
  The organs of the Company are as follows:
 
  • The Board,
  • Supervisory Board,
  • General  Meeting,
   
  THE BOARD
   
  § 11
1. The Company Board consists of 1 (one) to 3 (three) persons, appointed to subsequent three-year terms. The Board comprises the President or the President and Members of the Board. The members of the Board may use the title of the Vice-President.
2. The Supervisory Board  decides of the number of persons consituting the Board for the given term.
3. The Supervisory Board call and recall the President of the Board as well as the Members of the Board . The President and the Members are appointed for the joint term. The President’s or member’s mandate expires as per the Art. 369 § 4 of the Code of Trade Companies.
4. The Supervisory Board may recall the President of the Board, member of the Board or the whole Board before the term termination. The President or the Member of the Board may be recalled or suspended by the General Meeting.
   
  § 12
1. The following persons are authorised to declare the will and sign on behalf of  the Company: the President of the Board independently or two Members of the Board jointly, or one member of the Board jointly with the Proxy or two Proxies jointly.
2. To execute activities of a given type or of special type plenipotentiaries may be appointed. The Board keep a record of plenipotentiaries according to a template elaborated by the Board and approved the Supervisory Board.
3. To execute activities related to the labour relations on behalf of the Company, the Board may appoint a plenipotentiary.
   
  § 13
1. The Board manage the affairs of the Company and represent it. The Board sit under the leadership of the President. All affairs not reserved for the General Meeting or the Supervisory Board belong the the Board of the Company  competence .
2. The Board work basing on the regulations prepared by them and approved by the Suppervisory Board.
3. The resolutions are decided by the absolute majority of votes. In case the votes are equal the President’s vote is deciding.
   
  § 14
  In the agreements and disputes between the Company and the President and Members, the Company is represented by the Supervisory Board or a plenipotentiary appointed by the General Meeting. The agreements, including the job contracts with the President and Members are signed by the Supervisory Board member.
THE SUPERVISORY BOARD
   
  § 15
1. The Supervisory Board consists of 5 (five) to 8 (eight) persons, including the Chairman and his deputies. The number of the Board members for the given term is determined by the General Meeting.
2. The Supervisory Board term is three years. The Board members  mandates expire on the day of the Ordinary Shareholders General Meeting, at which the  Board’s financial report for the previous year  has been approved. 
3. The Supervisory Board members are appointed for a joint term. The mandate of the member appointed before the term end expires on the expiry date of the remaining mandates.
4. General Meeting call and recall the Members of the Supervisory Board. The members elect the Chairman and the Vice-Chairman.
   
  § 16
  In case of death or resignation of two or more Members of the Supervisory Board, appointed acc. to § 15 section 4 of the Statute, the General Meeting apoint the successors of such members till the end of the term.
   
  § 17
1. The Chairman of the Supervisory Board calls the meeting of the Board and presides at it. The Chairman may pass his function to his deputy for a period not longer than six months.
2. The meetings of the Board must be called at least once per a quarter of the year .
3. The Supervisory Board undertake resolutions, if at least half of its members are present at the meeting.
4. The  members of the Supervisory Board may praticipate in undertaking the resolutions by voting in writing  by hand of another Member with the exception of  electing the Chairman and his Deputy, appointing the President  and Member of the Board as well as recalling and suspending them .
5. The Supervisory Board meeting is called by the Chairman either on his own initiative,  or on the Members written motion or on the Board’s motion. The convocation should take place within 14               ( fourteen) days from the motion date. If the Chairman does not call the meeting during this period, the mover may call it individually, indicating the date, venue and agenda  of the meeting.
6. The Supervisory Board meeting is called with a 7 (seven) days notice by registered letter or by e-mail, unless all members agree for the meeting without a previous notice. Such an approval can be expressed to the person calling the meeting of the Supervisory Board by any means of communication.
7. The Supervisory Board meeting  may take place without the formal calling if all  members accept it on the day of the meeting at the latest and confirm by signing the attendance record.
8. With the reservation of the previous section, the invitation to the meeting must contain, under pain of invalidity of the resolutions, the agenda of the meeting.
9. The resolution on an affair not included in the agenda cannot be taken , unless all the members  of the Supervisory Board are present at the meeting and have no objections in this matter.
10. The resolutions can be taken by the Supervisory Board in writing or by using the communication media, especially by means of telephone or Internet , if all members have been acquainted with the resolution draft. Resolutions taken in such a way will be valid on the condition the protocol is signed by each member of the Supervisory Board present at the meeting. In this case it is assumed that the venue of the meeting and the protocol elaboration is the domicile of the Chairman or his deputy, if the meeting has taken place under his chairmanship. The date of signing the protocol is the date of resolution.
   
  § 18
1. The Supervisory Board execute their duties jointly, however they may delegate their members to execute some supervisory actions individually.
2. The resolutions are decided by the absolute majority of votes. In case the votes are equal the Chairman’s vote is deciding.  For affairs described in  § 6 sections 2 to 6 and in § 31 section 2 of the statute the unanimous resolution taken by all members at the Supervisory Board meeting is required.
3. The Board work basing on the regulations elaborated by themselves, determining the Board’s mode of work in detail.
   
  § 19
1. The Supervisory Board constantly control the Company activities .
2. The duties and powers of the Supervisory Board include:
a. appraisal of the Board’s reports from the Company activities as well as the financial report for the previous turnover year in the range of their completeness, conformity with the books and documents and the actual status and legal regulations,
b. appraisal of the Board’s proposals regarding the profit distribution or the loss defrayal,
c. submit the annual written report on the execution of activities as per items a) and b) above to the General Meeting,
d. call and recall the President and the Members of the Board,
e. suspend the President and the Members of the Board
f. delegation of a Member or Members of the Board to  temporarily perform the duties of the President or Members of the Board in case of either their suspension or their inability to perform their duties from other reasons,
g. approval of the Company Board  statute ,
h. approval of the annual budget and strategic tasks of the Company ,
i. repesentation of the Company in the contracts concluded between the Company and the President and Members of the Board as well as in any disputes between them,
j. acceptance of the purchase , take up or sale of shares in companies and acceptance of establishing other companies,
k. acceptance of joining other legal entities and the sale of Company assets of the value exceeding 10 %, excluding those, making up the transferable stock .
l. acceptance of concluding contracts between the President of the Board  and the relatives of the President or Members of the Board or other persons  any way related to them in any case, and with the Company employers directly subordinated to the President or Members of the Board in the case of a single contract or several associated contracts of the value exceeding 15.000 ( fifteen thousand) USD .
m. acceptance of  employing the advisors and other persons from outside the Company, especially those employed as consultants, lawyers and agents, if the total annual costs of employing such persons would exceed 150.000 ( one hundred fifty thousand) USD,
n. acceptance  to pay the dividend in advance,
o. acceptance of purchase and sale of the properties, the perpetual usufruct or the share in the properties or perpetual usufruct,
p. selection of the auditor to check the financial report,
q. changing the personal shares into the holder shares,
r. to give the opinion on the affairs mentioned in  § 27, section 1, items b) d), e), f), g), h), i), j), k), l), m) and n).
s. to establish the salaries of the President and Members of the Board ,
t. to establish the Supervisory Board statute .
   
  § 20
1. The members of the Supervisory Board execute their rights and duties in person.
2. The General Meeting establish the salaries of the Members of the Supervisory Board.
3. The Members of the Supervisory Board are entitled to cost refundation .
4. In justified cases, if it is necessary for a proper execution of their function, the Supervisory Board may apply to the Company Board for appointing experts, translators or other persons of specific qualifications.
   
  THE GENERAL MEETING
   
  § 21
   
1. The General Meeting can be held either as ordinary or extraordinary one.
2. The Ordinary General Meeting should be held within six months from closing the turnover year.
3. The entities entitled to call the Ordinary General Meeting are:
a. the Company Board,
b. the Supervisory Board, if the Meeting has not been  called  in a time allowing to hold it by the end of June of a given year.
4. The entities entitled to call the Extraordinary General Meeting are:
a. the Company Board,
b. the Supervisory Board, if they find it necessary,
c. the shareholders representing at least half of the Company initial capital or at least half of the votes ,
d. the shareholder authorised by the register court.
5. The shareholder or shareholders representing at least 1/20 of the initial capital may request calling the Extraordinary General Meeting and put the determined issues in the agenda. Such request must be submitted to the Board in a written form . The request for putting any issues on the agenda must be submitted in writing within 21 ( twenty one) days before the general meeting date. The request should contain a justification or the drafts of proposed resolutions. The Board is obliged to announce the changes in the agenda request by the shareholders not later than 18 (eighteen) days before the meeting date. The shareholder or shareholders representing at least 1/20 of the initial capital may submit to the Board  the drafts of resolutions regarding the issues on the agenda . The Company is obliged to publish them on its website.
6. The Extraordinary General Meeting should be called within 14 ( fourteen) days from the date of the appropriate request.
   
  § 22
1. The following issues require the General Meeting resolution:
a. approval of the Board’s reports from the Company activities as well as the financial report for the previous financial year,
b. approval of the profit distribution or the loss defrayal,
c. exoneration of the Company Organs members duties execution,
d. change of the Company Statute,
e. increase or decrease of the initial capital ( exluding the case as described in § 6a of the Statute),
f. the Company fusion, partition or transformation,
g. the Company dissolution and liquidation,
h. emission of convertible bonds and of subscription warrants,
i. sale and lease of the company or its organised part ,
j. formation and liquidation of reserve capitals and determining their allocation,
k. any decisions on the claims for compensation for damages made at founding the Company or at executing the management or supervisory activities,
l. purchase of Company own shares to be offered to the employers ,
m. remission of shares ( excluding the case described in § 8 section 8 of the Statute),
n. set the date of dividend acquisition right and the date of the dividend payment,
o. conclusion of the credit, loan or guarantee contract between the Company and the President or Member of The Board, Member of the Supervisory Board, the Proxy or liquidator,
p. set the Supervisory Board members salaries,
q. resolve the General Meeting Statute.
2. The powers described in section 1, items  pkt b) d), e), f), g), h), i), j), k), l), m) and n) are executed by the General Meeting on the request of :
a. the Company Board, accompanied by the written opinion of the Supervisory Board , or
b. the shareholders representing at least 5 % ( five per cent) of the initial capital, accompanied by the written opinion of the Company Board and Suprevisory Board.
3. The lack of opinion mentioned above  14 (fourteen) days before the General Meeting date is assumed as the lack of objections.
   
  § 23
1. The General Meetings are held either in Katowice or in Warsaw.
2. The General Meeting work basing on the statute, elaborated by themselves.
   
  § 24
  The Supervisory Board should give their opinion on the issues to be discussed by the General Meeting. The Company Board and the Supervisory Board should give their opinions on the shareholders requests .
   
  § 25
1. The General Meeting is valid and can make resolutions no matter the number of shareholders  present and shares represented , unless the regulations or this statute state differently.
2. The resolution of the General Meeting are taken by the absolute majority of votes, unless the legal regulations or provisions of this statute state differently.
3. Striking off the agenda or resigning from considering an issue put on the agenda on the shareholder request requires the General Meeting resolution against a previous  acceptance of all shareholders having requested such issue present at the Meeting, supported by 75% of the General Meeting votes. The resolution on resigning from considering  an issue put on the agenda can only be taken from relevant reasons.
4. Each share gives the right to one vote at the General Meeting.
   
  THE COMPANY ECONOMY
   
  § 26
  The Company business organisation is defined by the organisation regulations.
   
  § 27
1. Beside the initial and supplementary capitals the Company forms and maintains other capitals , especially the reserve capitals to cover the losses or costs.
2. The General Meeting can form any reserve capitals; they can be formed and liquidated during and at closing the financial year.
3. The initial capital can be increased from the Company means by transferring part of either the supplementary or reserve capital as well as by the emission of new shares or by giving new shares instead of the dividend.
   
  § 28
1. The Company financial year is the calendar year.
2. The Company Board are obliged to elaborate and submit the financial report on the previous year to the supervisory organs within 3 ( three)  months from the end of the  financial year. In addition, the Company Board are obliged to submit the financial report verified by the auditors selected by the Supervisory Board acc. to § 19, section 2, item p)  together with a detailed  report from the Company activities in that year to the Supervisory Board within 5 (five) months.
3. The Board elaborate annual budgets and submit  them to the Supervisory Board for approval at dates  set by them. The Board also prepare and update the strategic Company development plans every year.
4. The Supervisory Board define the requirements to be met by the budgets and strategic plans elaborated by the Board.
   
  § 29
1. The Company net profit can be allocated for:
a. initial capital increase,
b. supplementary capital allowance
c. reserve capital allowance
d. shareholders dividend,
e. other purposes defined by the General Meeting resolution.
2. If the Company is in possession of sufficient means, the  Board are entitled to take a resolution regarding payment of the dividend in advance. The advance payment is to be approved by the Supervisory Board.
The advance payment of the dividend is conditioned by gaining and indicating the profit in the financial report  verified by the auditor. The advance may be at the most half of the profit gained from the end of the last financial year, increased by the unpaid profits from the previous financial years and reduced by the previous years losses and  the amounts of the obligatory reserve capitals.
   
  FINAL PROVISIONS
   
  § 30
  The Company publishes its advertisements and information on its website and in the Monitor Sądowy i Gospodarczy, the daily dedicated for publication of trade companies information or in another daily, if it is required by special regulations.