Magellan : Attachment - Memorandum of Association of Magellan Joint Stock Company

Memorandum of Association of Magellan Joint Stock Company

1. General Provisions § 1

   The Company shall operate under the following name: Magellan Spółka Akcyjna [Joint Stock Company], hereinafter referred to as the Company. The Company may use an abbreviated company's name of Magellan S.A.in its business operations.

   § 2

   The Company's registered office is in the city of Łódź.

   § 3

   The Company's business activities are:

2. 63.99.Z Other service activities to the extent of information, not elsewhere classified,

3. 64.19.Z Other monetary intermediation,

4. 64.20.Z Activities of financial holding companies,

5. 64.30.Z Activities of trusts, funds and similar financial institutions,

6. 64.91.Z Financial lease,

7. 64.92.Z Other forms of extending credits,

8. 64.99.Z Other financial service activities, not elsewhere classified, to the exclusion of insurance and pension funds,

9. 66.12.Z Security and commodity market-related stock brokerage activities,

10. 66.19.Z Other financial services supporting activities, to the exclusion of insurance and pension funds,

11. 69.20.Z Accounting and bookkeeping services; tax consulting ,

12. 70.21.Z Interpersonal relationships (public relations) and communication,

13. 70.22.Z Other consulting activities to the extent of running a business and management,

14. 71.20.B Other research and technical analyses,

15. 73.20.Z Market research and public opinion polls,

16. 74.90.Z Other professional, scientific and technical activities, not elsewhere classified,

17. 77.11.Z. Rental and lease of motorcars and crew vans,

18. 77.12.Z Rental and lease of other motor vehicles, to the exclusion of motorcycles,

19. 77.33.Z Rental and lease of office machinery and equipment, including computers,

20. 77.39.Z Rental and lease of other machinery, equipment and tangible goods, not elsewhere classified,

21. 82.11.Z Office administration-related services,

22. 82.19.Z Photocopying, document preparation and other specialized office support activities,

23. 82.91.Z Activities offered by collection agencies and credit bureaus,

24. 82.99.Z Other business supporting activities, not elsewhere classified,

25. 85.60.Z Education supporting activities,

26. 96.09.Z Other service activities, not elsewhere classified,

27. 47.99.Z Other retail sale made beyond a chain of stores, stalls and market places,

28. 46.69.Z Wholesale of other machinery and equipment,

29. 45.11.Z Wholesale and retail sale of passenger cars and vans,

30. 45.19 Z Wholesale and retail sale of other motor vehicles to the exclusion of motorbikes,

31. 46.14.Z Activity of agents dealing in sale of machinery, industrial equipment, ships and aircraft,

32. 46.51.Z Wholesale of computers, peripheral equipment and software,

33. 47.41.Z retail sale of computers, peripheral equipment and software made in specialized stores,

34. 42.99.Z Works related to construction of other civil engineering facilities, not elsewhere classified,

35. 43.11.Z Demolition and wrecking of civil structures,

36. 43.12.Z Site preparation,

37. 43.13.Z Test drilling and boring,

38. 43.21.Z Electrical installations,

39. 43.22.Z Water and sewage, heat, gas and air conditioning installations,

40. 43.29.Z Other construction installations,

41. 43.31.Z Plastering,

42. 43.32.Z First fix joinery,

43. 43.33.Z Floor covering; wallpapering and wall facing,

44. 43.34.Z Painting and glazing,

45. 43.39.Z Other building and finishing works,

46. 43.91.Z Roof structures and roof covering,

47. 43.99.Z Other specialized building works, not elsewhere classified,

48. 46.46.Z Wholesale of pharmaceuticals and medical products,

49. 47.7 Retail sale of other products made in specialized stores,

50. 47.73.Z Retail sale of pharmaceuticals made in specialized stores,

51. 47.74.Z Retail sale of medical products, including orthopaedic products, made in specialized stores,

52. 68.10.Z Purchase and sale of real estates to own account,

53. 68.20.Z Rental and management of own or leased real estates,

54. 68.31.Z Real estate agencies,

55. 68.32.Z Management of real estates as requested,

56. 69.10.Z Legal activities.

§ 4

1. The Company shall operate in the territory of the Republic of Poland and beyond its borders. The Company may establish and run local offices and branches both in the country and abroad, it may also participate in other companies' businesses both in the country and abroad.

2. The Company (i.e. Magellan S.A.) and its subsidiaries belong to the bank group of companies Banca Farmafactoring (BFF Group) and are, as a consolidated group, subject to the supervision of the Bank of Italy.

3. In the abovementioned function and by virtue of Polish Law, Banca Farmafactoring S.p.A., the parent company of BFF Group, is entitled to exert influence on the Company's activities through the Company bodies, in order to ensure that the Company performs the instructions of the Bank of Italy which are aimed at maintaining the stability of BFF Group. The Company Board, within the scope specified by Polish law, shall hand over the necessary data and information or ensure handing over such data and information by the subsidiaries.

4. The Company shall ensure access to any and all information or documents regarding the Company and its subsidiaries as may be demanded by authorized representatives of the Bank of Italy due to inspection or other supervisory actions, within the scope of applicable law regulations.

5. The Company may hold shares which give the Company control over the companies belonging to BFF Group. Under such ownership structure, the Company acts, within the scope specified by Polish law, as the coordinator of the controlled companies. In particular, within the scope specified by applicable regulations of law, the Company shall ensure that its subsidiaries obey the

   instructions given by the parent company in performance of its managerial and coordinative function in order to implement the instructions of the Bank of Italy which are aimed at maintaining the stability of BFF Group.

   § 5

   The Company shall run its business during an unlimited period of time.

   § 6

6. The Company's authorized stock capital is 2.016.011,10 PLN (two million sixteen thousand eleven and 10/100) and is divided into:

7. 5.812.500 (five million eight hundred twelve thousand five hundred) common registered A Class stock at 0,30 PLN par each;

8. 261.588 (two hundred sixty one thousand five hundred eighty eight) common registered B Class stock at 0,30 PLN par each;

9. 440.000 (four hundred forty thousand) common registered C Class stock at 0,30 PLN par each;

10. 205.949 (two hundred five thousand nine hundred forty nine) common registered D Class stock at 0,30 PLN par each.

11. The Company may issue registered and bearer stock.

12. Pursuant to the resolution with regard to issuance of subscription warrants authorizing to subscribe for the Company's D Class stock and a conditional raise in authorized stock capital through the issue of D Class stock, which was adopted on 6 May 2009 by Ordinary General Stockholders' Assembly, the Company's authorized stock capital was conditionally raised by the amount of 117.252,00 PLN (one hundred seventeen thousand two hundred fifty two PLN) through the issuance of 390.840 (three hundred ninety thousand eight hundred forty) of common registered stock of D Class at 0,30 PLN par each.

13. Pursuant to the resolution with regard to issuance of subscription warrants authorizing to subscribe for the Company's E Class stock and a conditional raise in authorized stock capital through the issue of E Class stock, which was adopted on 23 April 2014 by Ordinary General Stockholders' Assembly, the Company's authorized stock capital was conditionally raised by the amount of 97.711,20 PLN (ninety seven thousand seven hundred eleven PLN) through the issuance of 325.704 (three hundred twenty five thousand seven hundred four) of common registered stock of E Class at 0,30 PLN par each.

§ 7

The Company may raise its capital by issuance of new stock, or raise a par value of the existing stock. It is Ordinary Stockholders' Assembly, which by adopting a respective resolution makes a decision about a preference right for subscription of new stock by the existing stockholders.

§ 8

With permission of stockholders, stock may be redeemed being purchased by the Company.

Voluntary redemption may not occur more frequently than once in an accounting year.

14. Company's Governing Bodies § 9

    The Company governing bodies are Board of Directors, Supervisory Board and General Stockholders Assembly.
15. Board of Directors
§ 10

1. It is Supervisory Board that shall appoint and recall directors. Supervisory Board may suspend the Company's Board Director, or entire Board of Directors in their activities.

2. The Company's Board of Directors shall consist of 2 to 5 Directors, who shall be appointed to act during their common office term. The Board of Directors' first office term shall be 2 years; any subsequent Board of Directors' office term shall be 4 years.

3. Supervisory Board appoints President of Board of Directors from among Board Directors.

4. Supervisory Board shall determine rules of remunerating Board Directors.

5. Board Directors shall perform work or tasks delegated to them on behalf of the Company based on employment agreements, or any other agreements, or by means of appointment.

6. Supervisory Board or General Stockholders'' Assembly may recall Board Directors any time, which does not prevent them from making claims resulting from a legal relationship between them and the Company.

§ 11

1. Board of Directors shall be authorized to make any decisions that are not reserved to other Company's governing bodies. Board of Directors shall be obliged to manage the Company's assets and matters with due diligence as required in business, comply with laws, provisions of this Memorandum of Association and resolutions adopted by General Stockholders'' Assembly and Supervisory Board within matters reserved for these bodies.

2. Board of Directors shall run the Company's business, shall represent it at court and beyond court.

3. Board of Directors shall act in compliance with this Memorandum of Association and By-Laws of Board of Directors, which shall be adopted by Supervisory Board.

§ 12

It is required that two Directors acting jointly, or one Director acting together with a holder of commercial power of attorney, make representations in the name of the Company.