TEMPLATE OF DRAFT RESOLUTION OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

Transcription

1 TEMPLATE OF DRAFT RESOLUTION OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS Resolution no.... of [date]... electing the Chairperson The Ordinary General Meeting of AZTEC International S.A. hereby adopts as follows: 1 The Ordinary General Meeting elects By secret ballot... as the Chairperson. Resolution no.... of AZTEC International with its registered office in Poznań of [date]... the withdrawal from the election of the Vote Counting Commission The Ordinary General Meeting of AZTEC International S.A. hereby adopts as follows: 1. It is resolved not to elect the Vote Counting Commission. 2. Votes shall be counted by the person appointed by the Chairperson of the Ordinary General Meeting. Resolution no.... of [date]... the approval of the agenda The Ordinary General Meeting of Shareholders resolves to adopt the following agenda: 1. Opening the Meeting.

2 2. Election of the Chairperson of Shareholders. 3. Statement of proper convening of Shareholders and its capacity to adopt resolutions. 4. Adoption of the resolution concerning the withdrawal from the election of the Vote Counting Commission. 5. Approval of the agenda. 6. Approving the Management Board s report on the operation of the Aztec International S.A. Corporate Group in the financial year Approving the financial statements of Aztec International S.A. Corporate Group for the financial year Approving the Management Board s report on the operation of Aztec International S.A. in the financial year Approving the financial statements of Aztec International S.A. for the financial year Examining and approving the report on the operation of the Supervisory Board and on the results of the assessment of: the Management Board s report on the operation of the Aztec International S.A. Corporate Group in the financial year 2011, the financial statements of Aztec International S.A. Corporate Group for the financial year 2011, the Management Board s report on the operation of the Aztec International S.A. in the financial year 2011, the financial statements of Aztec International S.A. for the financial year Adopting a resolution on granting a vote of acceptance to Ms Aneta Grząbka, a Member of the Supervisory Board, for the year Adopting a resolution on granting a vote of acceptance to Mr Matthew de Graan, a Member of the Supervisory Board, for the year Adopting a resolution on granting a vote of acceptance to Mr Henry de Graan, a Member of the Supervisory Board, for the year Adopting a resolution on granting a vote of acceptance to Mr David Welk, a Member of the Supervisory Board, for the year Adopting a resolution on granting a vote of acceptance to Mr Mariusz Matusik, a Member of the Supervisory Board, for the period from 8 November 2011 to 31 December Adopting a resolution on granting a vote of acceptance to Mr Mariusz Staszak, a Member of the Supervisory Board, for the period from 1 January 2011 to 8 November 2011.

3 17. Adopting a resolution on granting a vote of acceptance to the President of the Management Board for the year Adopting a resolution on the allocation of profit for the year Adopting a resolution on the changes in the composition of the Company's Supervisory Board. 20. Adopting a resolution on the amendments to the By-laws of the General Meeting of Shareholders of Aztec International S.A. 21. Adopting a resolution on the adoption of the consolidated text of the General Meeting By-laws. 22. Adopting a resolution on amending the Company's Articles of Association as regards Company's representation. 23. Adopting a resolution on the adoption of the consolidated text of the Company's Articles of Association. 24. AOB 25. Closing of Shareholders. Resolution no.... of [date]... examining and approving the Management Board s report on the operation of the Aztec International S.A. Corporate Group in the financial year 2011 The Ordinary General Meeting of Shareholders of Aztec International S.A. with its registered office in Poznań, hereby resolves to approve the Management Board s report on the operation of the Aztec International S.A. Corporate Group in the financial year This Resolution shall come into effect as of the date of its adoption.

4 Resolution no.... of [date]... examining and approving the financial statements of Aztec International S.A. Corporate Group for the financial year 2011 Having examined the financial statements of Aztec International S.A. Corporate Group for the financial year 2011, the Ordinary General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby approves: 1. the Introduction 2. (consolidated) balance sheet of the Corporate Group as at (thirtyfirst of December 2011) closing with the balance sheet total of PLN 19,937, (say: nineteen million nine hundred thirty-seven thousand eight hundred and eighty-seven PLN, 31/100), 3. consolidated profit and loss account covering the period from (the first of January two thousand and eleven) to (thirty-first of December two thousand and eleven), showing the net profit of PLN 1,228, (say: one million two hundred twenty-eight thousand nine hundred and four PLN, 65/100), 4. consolidated statement of changes in equity for the period from to , showing the increase in equity by PLN 5,215, (say: five million two hundred fifteen thousand two hundred and eighty-eight PLN, 77/100), 5. consolidated cash flow statement for the period from to , showing the increasing status of net cash by PLN 760, amount (say: seven hundred sixty thousand five hundred and twenty PLN, 71/100). 6. Notes to the financial statements This Resolution shall come into effect as of the date of its adoption.

5 Resolution no.... of [date]... Examining and approving the Management Board s report on the operation of AZTEC International S.A. in the financial year The Ordinary General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby approves the Management Board s report on the operation of AZTEC International S.A. in the year This Resolution shall come into effect as of the date of its adoption. Resolution no.... of [date]... Examining and approving the financial statements of Aztec International S.A. for the financial year Having examined the financial statements of Aztec International S.A. for the financial year 2011, the Ordinary General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby approves: 1. the Introduction, 2. Company's balance sheet as at (thirty-first of December 2011) showing the balance sheet total of PLN 16,501, (say: sixteen million five hundred and one thousand six hundred and fifty-seven PLN, 78/100), 3. Profit and loss account covering the period from (the first of January two thousand and eleven) to (thirty-first of December two thousand and eleven), showing the net profit of PLN 597, (say: five hundred ninety-seven thousand nine hundred and ninety-six PLN, 44/100),

6 4. Statement of changes in equity for the period from to , showing the increase in equity by PLN 4,098, (say: four million ninety-eight thousand PLN, 44/100), 5. Cash flow statement covering the period from to , showing a net cash decrease of PLN 286, (say: two hundred eighty-six thousand seven hundred and fourteen PLN, 35/100), 6. Notes to the financial statements. The resolution shall be effective from the day of its adoption. Resolution no.... of [date]... approving the report on the operation of the Supervisory Board and on the results of the assessment of: the Management Board s report on the operation of the Aztec International S.A. Corporate Group in the financial year 2011, the financial statements of Aztec International S.A. Corporate Group for the financial year 2011, the Management Board s report on the operation of the Aztec International S.A. in the financial year 2011, the financial statements of Aztec International S.A. for the financial year The Ordinary General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby approves the Supervisory Board report for 2011 and on the result of the assessment of: the Management Board s report on the operation of the Aztec International S.A. Corporate Group in the financial year 2011, the financial statements of Aztec International S.A. Corporate Group for the financial year 2011, the Management Board s report on the operation of the Aztec International S.A. in the financial year 2011, the financial statements of Aztec International S.A. for the financial year The resolution shall be effective from the day of its adoption.

7 Resolution no.... of [date]... granting a vote of acceptance to Ms Aneta Grząbka, a Member of the Supervisory Board, for the year The Ordinary General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby grants a vote of acceptance to Ms Aneta Grząbka, a Member of the Supervisory Board, for fulfilling her duties in The resolution shall be effective from the day of its adoption. Resolution no.... of [date]... granting a vote of acceptance to Mr Matthew de Graan, a Member of the Supervisory Board, for the year 2011 The Ordinary General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby grants a vote of acceptance to Mr Matthew de Graan, a Member of the Supervisory Board, for fulfilling his duties in The resolution shall be effective from the day of its adoption.

8 Resolution no.... of [date]... granting a vote of acceptance to Mr Henry de Graan, a Member of the Supervisory Board, for the year 2011 The Ordinary General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby grants a vote of acceptance to Mr Henry de Graan, a Member of the Supervisory Board, for fulfilling his duties in The resolution shall be effective from the day of its adoption. Resolution no.... of [date]... granting a vote of acceptance to Mr David Welk, a Member of the Supervisory Board, for the year 2011 The Ordinary General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby grants a vote of acceptance to Mr David Welk, a Member of the Supervisory Board, for fulfilling his duties in The resolution shall be effective from the day of its adoption.

9 Resolution no.... of [date]... granting a vote of acceptance to Mr Mariusz Matusik, a Member of the Supervisory Board, for the period from 8 November 2011 to 31 December The Ordinary General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby grants a vote of acceptance to Mr Mariusz Matusik, a Member of the Supervisory Board, for fulfilling his duties in the period from 8 November 2011 to 31 December The resolution shall be effective from the day of its adoption. Resolution no.... of [date]... granting a vote of acceptance to Mr Mariusz Staszak, a Member of the Supervisory Board, for the period from 1 January 2011 to 8 November The Ordinary General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby grants a vote of acceptance to Mr Mariusz Staszak, a Member of the Supervisory Board, for fulfilling his duties in the period from 1 January 2011 to 8 November The resolution shall be effective from the day

10 Resolution no.... of [date]... on granting a vote of acceptance to the President of the Management Board for the year The Ordinary General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby grants a vote of acceptance to Mr Marek Ciulis, the President of the Management Board, for fulfilling his duties in The resolution shall be effective from the day of its adoption. Resolution no.... of [date]... the allocation of profit for the year 2011 The Ordinary Meeting of Shareholders of Aztec International S.A. with its registered office in Poznań decided that the net profit for the year 2011, amounting to PLN 597, will be allocated in full to the supplementary capital. The resolution shall be effective from the day

11 Resolution no.... of [date]... a change in the composition of the Supervisory Board. The Ordinary Meeting of Shareholders of Aztec International S.A. with its registered office in Poznań hereby resolves to appoint Mr/Ms... to the position of/to dismiss Mr/Ms... from the position of a Member of the Supervisory Board of AZTEC International S.A. joint-stock company. The resolution shall be effective from the day of its adoption. Resolution no.... of [date]... a change in the composition of the Supervisory Board. The Ordinary Meeting of Shareholders of Aztec International S.A. with its registered office in Poznań hereby resolves to appoint Mr/Ms... to the position of/to dismiss Mr/Ms... from the position of a Member of the Supervisory Board of AZTEC International S.A. joint-stock company. The resolution shall be effective from the day

12 Resolution no.... of [date]... a change in the composition of the Supervisory Board. The Ordinary Meeting of Shareholders of Aztec International S.A. with its registered office in Poznań hereby resolves to appoint Mr/Ms... to the position of/to dismiss Mr/Ms... from the position of a Member of the Supervisory Board of AZTEC International S.A. joint-stock company. The resolution shall be effective from the day of its adoption. Resolution no.... of [date]... a change to the By-laws of the General Meeting of Shareholders of Aztec International S.A. The General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby resolves to modify the content of Chapter II 4 (1) of the By-laws of the General Meeting of Shareholders of Aztec International S.A. and to give it the following wording: 1. Drafts of the resolutions suggested to be adopted by the General Meeting, together with the justification of the Management Board and the opinion of the Supervisory Board shall be made available to the shareholders on their request, no later than twenty-one days prior to the General Meeting, upon the return of costs of their preparation, and on the Company's website. The resolution shall be effective from the day

13 Resolution no.... of [date]... a change to the By-laws of the General Meeting of Shareholders of Aztec International S.A.. The General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby resolves to modify the content of Chapter IV 0 of the By-laws of the General Meeting of Shareholders of Aztec International S.A. and to give it the following wording: A person opening the General Meeting shall procure an immediate election of the Chairperson, refraining from deciding on any formal or substantive issues. The resolution shall be effective from the day of its adoption. Resolution no.... of [date]... the adoption of the consolidated text of the By-laws of the General Meeting of Shareholders of Aztec International S.A. In connection with adopting the changes to the By-laws of the General Meeting of Shareholders of Aztec International S.A., the General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby resolves to adopt the consolidated text of the By-laws of the General Meeting of Shareholders of Aztec International S.A. in the following wording: BY-LAWS OF THE GENERAL MEETING of Aztec International Spółka Akcyjna [Joint-Stock Company] I. General provisions [Subject matter of the By-laws] The By-laws define the detailed rules of convening and holding the General Meeting of the Company.

14 [Glossary of terms] The notions used in the by-laws shall have the following meaning: 1) "By-laws" the By-laws adopted by a resolution of the Company's General Meeting of Shareholders, 2) "Company" AZTEC International S.A. joint-stock company with its seat in Poznań, 3) "Articles of Association" the Company's Articles of Association of 4 August 2008 as amended, 4) "Management Board" the Management Board of the Company, 5) "Supervisory Board" the Supervisory Board of the Company, 6) "Participant of the General Meeting" Company's shareholder or his/her representative, 7) "Representative" a person entitled to participate in the General Meeting, holding a power of attorney or other relevant document entitling him/her to represent the Shareholder at that General Meeting, 8) "Chairperson" the Chairperson of the General Meeting of the Company, 9) "Best practice" "Best practices in public companies 2005" Attachment to the Resolution No. 44/1062/2004 of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie (the Warsaw Stock Exchange) of 15 December [Legal basis] Convening and holding the General Meeting shall be carried out in accordance with applicable laws and regulations, By-laws and with the consideration of the provisions of "Best practice". II. Activities preceding the General Meeting 4 [Making draft resolutions available for review] 1. Drafts of the resolutions suggested to be adopted by the General Meeting, together with the justification of the Management Board and the opinion of the Supervisory Board, shall be made available to the shareholders on their request, no later than twenty-one days prior to the General Meeting, upon the return of costs of their preparation, and on the Company's website. 2. Within one week prior to the General Meeting, the Shareholder shall have the right to request the excerpt from the motions concerning issues included in the agenda. 5 [List of Shareholders] 1. The List of Shareholders is a list of the shareholders that proved their right to participate in the General Meeting and provided that possibility of participation in the Meeting for themselves. The List of Shareholders includes surnames and first names or company name(s) of the entitled persons, their place of residence (seat) or, in the case of natural

15 persons, correspondence address for notices, the type and number of shares and the number of votes held by the entitled. 2. The List of Shareholders, signed by the Management Board, shall be made available to the shareholders for review in the seat of the Management Board for three business days preceding the date of the General Meeting, from 10 a.m. to 3 p.m. and during the session of the General Meeting. A shareholder may request a copy of the list upon the reimbursement of the costs of its preparation. Furthermore, a shareholder may request to have the List of Shareholders sent to him/her free of charge via to the address indicated by him/her. 6 [Holding the General Meeting] 1. If, pursuant to Article 400 of the Code of Commercial Companies and Partnerships, the Shareholders representing at least 1/20 of the share capital request to convene the Extraordinary General Meeting, the Management Board of the Company shall convene the Extraordinary General Meeting within two weeks from the receipt of the request. 2. The request referred to in paragraph 1 may be submitted to the Management Board in writing or electronically. 3. The cancellation of the Extraordinary General Meeting convened pursuant to Article 400 of the Code of Commercial Companies and Partnerships, or the cancellation of the General Meeting whose agenda includes certain issues under Article 400 of the Code of Commercial Companies and Partnerships, may occur only upon the consent of the applicants. 4. In other cases, the General Meeting may be cancelled if its course is prevented by extraordinary obstacles (Force Majeure) or is evidently groundless. The Meeting shall be cancelled in the same way as it is convened, providing the least severe consequences for the Company and its shareholders, in any case not later than three weeks ahead of the scheduled date. 5. Changing the date of the General Meeting shall be performed in the same manner as its cancellation, even if the proposed agenda remained unchanged. 6. The Extraordinary General Meeting convened as provided for in Article 400 of the Code of Commercial Companies and Partnerships shall adopt a resolution on whether the costs of convening and holding the Meeting shall be borne by the Company. III. Participation in the General Meeting 7 [Shareholders and their representatives] 1. A Shareholder may participate in the General Meeting and execute the voting right in person or by a plenipotentiary or other representative. 2. The power of attorney to attend the General Meeting and exercise voting rights must be made in writing or be in an electronic form. Granting the power of attorney in electronic form shall not require a secure electronic signature verified by a valid qualified certificate. 3. The other representatives of the Shareholders must duly prove their right to act on their behalf (in particular with excerpts from the relevant records). 4. A Shareholder interested in granting the power of attorney in electronic form should report such a will to the Management Board in writing within 7 days prior to the General

16 Meeting. The Management Board will assign a personal code to such Shareholder; the code must be included in the Appointment of a Proxy. 8 [Members of the body and the statutory auditor] 1. The General Meeting may be attended by members of the Management Board and the Supervisory Board. Absence of a member of the Management Board or the Supervisory Board at the General Meeting shall require an explanation. The explanation shall be provided to the General Meeting. 2. The Ordinary General Meeting shall attended by a statutory auditor. The Extraordinary General Meeting should be attended by the statutory auditor if the agenda covers the financial matters of the Company. 9 [Experts and guests] 1. The General Meeting, or the relevant part of the Meeting, may be attended by experts and guests invited by the body convening the General Meeting. 2. The persons referred to in paragraph 1 may take the floor upon the consent of the Chairperson. IV. Session of the General Meeting 0 [Opening the General Meeting] A person opening the General Meeting shall procure an immediate election of the Chairperson, refraining from deciding on any formal or substantive issues. 1 [Electing the Chairperson] 1. The Chairperson shall be elected from among the Participants of the General Meeting. 2. Each of the Participants of the General Meeting may nominate one candidate. Having stated that he/she agrees to be a candidate, the nominated candidate shall be entered onto the list of candidates. The List of Candidates shall be prepared by the person opening the General Meeting. 3. The Chairperson of the General Meeting shall be elected by secret ballot, by voting for each candidate consecutively, following the alphabetical order. Secret ballot shall not be held if only one candidate was nominated, unless requested by at least one of the Shareholders. The candidate who receives the largest number of votes shall become the Chairperson. 4. If only one candidate for the Chairperson is nominated, the Chairperson may be elected by acclamation. 5. The person opening the General Meeting shall ensure the proper conduct of voting over the election of the Chairperson, shall announce who became elected for the Chairperson and shall delegate the responsibility of presiding over the session to that person.

17 2 [Responsibilities of the Chairperson] 1. The Chairperson shall ensure the efficient course of the meeting and respecting the rights and interests of all Participants of the General Meeting. The responsibilities of the Chairperson shall include in particular: 1) preparing the attendance list, 2) presenting the suggested agenda of the Meeting to the Participants of the General Meeting, 3) giving the floor, 4) ordering a voting, 5) announcing voting results and the signing of documents presenting voting results, 6) giving relevant procedural orders to maintain order in the meeting room, 7) ordering a procedural break, 8) settling doubts concerning By-laws, 9) ensuring that the agenda of the meeting is exhausted. 2. The Chairperson should, in particular, counteract attempts to abuse rights by the Participants of the General Meeting and to ensure respecting the rights of minority shareholders. 3. The Chairman shall not resign from his/her function without good cause nor delay the signing of the minutes of the General Meeting without justified reasons. 4. When exercising his/her duties, the Chairperson may use the help of assistants. 3 [Attendance list] 1. The attendance list shall be prepared immediately after the Chairperson is elected. 2. The attendance list is a list of Participants of the General Meeting and shall include: 1) name and surname or the name of the company of the shareholder and, if the shareholder is represented by a representative, also the name and surname of the representative, 2) the number of shares represented by the Participant of the General Meeting, 3) the number of votes held by the Participant of the General Meeting, 4) signatures of the Participants of the General Meeting, 5) signature of the Chairperson. 3. The attendance list shall be made available for review to the Participants of the General Meeting and it shall be available to them throughout the session. 4. At the request of the shareholders holding one-tenth of the share capital represented at that General Meeting, the attendance list should be checked by a committee appointed for this purpose, composed of at least three members. The applicants shall be entitled to elect one member of the commission. 5. Shall it be necessary to enter additional Participants onto the attendance list, their participation in the General Meeting is decided upon by the General Meeting by means of a resolution. 6. In the event of changes in the composition of the Participants of the General Meeting, the Chairperson may order to check the number of votes held by the current Participants prior to the next voting. Each time the attendance list is completed or corrected, the Chairperson

18 shall mark the time at which the said activity occurred. After closing the Meeting, the Chairman shall re-sign the attendance list. 4 [Agenda of the Meeting] 1. After signing the attendance list and stating the capability of the General Meeting to pass resolutions, the Chairperson of the General Meeting presents the suggested agenda to the Participants of the General Meeting. 2. Without the consent of the General Meeting, the Chairperson shall have no right to remove or change the order of matters included in the agenda. 3. It is permissible to introduce new matters to the agenda and to discuss them, however, without adopting resolutions on these matters. 4. The resolution on refraining from considering an issue included on the agenda may be adopted only when supported by important reasons. The motion in this respect should be justified in detail. 5 [The Vote Counting Commission] 1. The Voice Counting Commission may be elected by the General Meeting. The Voice Counting Commission shall consist of three members selected from among the Participants of the General Meeting. 2. Each of the participants of the General Meeting may nominate one candidate. The nominated candidate should submit a statement that he/she agrees to be a candidate. 3. The members of the Vote Counting Commission shall be elected by secret ballot, subject to par. 4 and 6 para. 3 sentence 2 of the By-laws, by voting for each candidate consecutively, following the alphabetical order. Candidates who received the largest number of votes shall become the members of the Commission. 4. If only three candidates are put forward to be the members of the Vote Counting Commission, all three candidates shall be elected at the same time by acclamation. 5. The responsibilities of the Commission shall include: 1) ensuring the proper conduct of voting, 2) determining the voting results and submitting them to the Chairperson, who shall announce them, 3) informing the Chairperson immediately about any possible irregularities in the voting and suggesting further actions, 4) performing other activities related to holding the voting. 6. Documents showing the results of each of the ballots shall be signed by all members of the Vote Counting Commission and the Chairperson. 6 [Opening the discussion] 1. Each Participant of the General Meeting shall have the right to express his/her opinion on matters included in the agenda, only in relation to the matter under discussion at that time.

19 2. Having presented each matter included in the agenda, the Chairperson opens a discussion, giving the floor to the shareholders according to the order in which they reported the need to take the floor. 3. The Chairperson may give the floor to the members of the Management Board and the Supervisory Board, as well as to the invited persons, out of turn. 4. The person speaking shall introduce himself/herself by his/her name and surname, the representatives also indicate on whose behalf they act. The Chairperson may order a written manner of requesting the floor in the discussion, together with providing the name and surname of the person requesting it and, in the case of representatives, with indication on whose behalf they act. 5. Each time a speaker expresses his/her opinion on a specific draft resolution during the discussion, he/she should also clearly state at the end whether he/she are for or against the draft resolution under discussion. 7 [Course of discussion and powers of the Chairperson] 1. Before opening the discussion on a particular matter, the Chairperson may set the speaking time limit for each speaker. It is permissible no to impose the above limitation in relation to members of the Management Board and the Supervisory Board and the invited guests. 2. The extension of speaking time or giving the floor to a speaker additionally shall be decided upon by the Chairperson. 3. The Chairperson shall supervise the proper course of the discussion. The Chairperson may reprimand the speaker who in his/her speech deviates from the subject matter of the session, whose speech exceeds the assigned speaking time limit or who speaks in an unacceptable manner. 4. In the event the reprimand is ineffective, the Chairperson may deprive the speaker of the right to speak. 5. The Chairperson shall have the right to decide to exclude from the General Meeting a person disturbing the peace and the agenda, stating that the said person prevents the Meeting from being conducted. A person excluded from the General Meeting shall be required to leave the meeting room immediately. 6. When the speeches are delivered, the Chairperson shall close the discussion on a given matter. 7. The party concerned shall have the right to appeal against the decision of the Chairperson to set the speaking time limit, to deprive the speaker of the right to speak, to exclude them from the General Meeting and to close the discussion. The General Meeting shall decide about sustaining or waiving the decision of the Chairperson by adopting a resolution. 8 [Information on the General Meeting] 1. Each participant of the General Assembly shall have the right to ask members of the Management Board, the Supervisory Board and the statutory auditor of the Company questions relating to matters included in the agenda under discussion at that time.

20 2. Members of the Management Board, Supervisory Board and the statutory auditor of the Company all within their powers shall be required to answer the questions asked, to the extent necessary to resolve the issues discussed by the General Meeting. 3. By answering to the questions one should take into account the fact that the Company performs the disclosure obligations in a manner specified by the Act on public trading in securities, and a number of pieces of information cannot be provided in a manner other than in accordance with this Act. 9 [Procedural motions] 1. Each Participant of the General Meeting may file a motion concerning a procedural matter. In the case of such motion, the Chairperson may give the floor to the relevant person out of turn. 2. Motions on procedural matters shall be understood as motions concerning the way the Meeting and voting are held, and in particular the motions concerning: 1) announcing the end of filing the motions to take the floor, 2) setting the speaking time limit, 3) limiting, postponing and closing the discussion, 4) ordering a break in the meeting, 5) the order of submitting the motions for voting, 6) closing the list of candidates. 3. The discussion on procedural matters shall be opened immediately after they are indicated. The General Meeting shall decide on the procedural motion after hearing the applicant and, possibly, one opponent to the motion. 4. Immediately after the discussion, the Chairperson shall submit the procedural motion for voting. 0 [Statements] 1. At the request of a Participant of the General Meeting, his/her written statement shall be recorded in the minutes. 2. The statement referred to in paragraph 1 shall be recorded at the end of the meeting. 1 [Breaks during the Meeting] 1. The General Meeting can order a break in the meeting by a two-thirds majority of votes. Breaks cannot last longer than thirty days in total. 2. The resolution on ordering a break should specify the date, time and place of resuming the meeting of the General Meeting. 3. After the break, the General Meeting may be attended by a number of Participants different than the number present during the Meeting held before the break. 4. The session shall be presided over by the Chairperson elected before the break, if he/she is present. Otherwise, the Chairperson shall be elected again. 5. The resolution referred to in para. 2 shall not require additional convocation of the General Meeting nor additional notice on its continuation and on its agenda.

21 2 [Procedural break] In justified cases, the Chairperson may order a short break in the meeting (procedural break). Procedural break cannot hinder the exercise of shareholders' rights. 3 [Resolutions] 1. Until the discussion on a given matter is closed, each Participant of the General Meeting shall have the right to bring draft resolutions to the floor or to suggest changes to the draft resolutions. 2. If the change significantly amends the content of a draft resolution, the Chairperson may require the speaker to submit a written draft of the revised resolution. In this case, the Chairperson may order a procedural break. 4 [Order of voting] 1. After closing the discussion and reading out the draft resolutions by a notary public, Chairperson or a person designated by him/her, the Chairperson shall announce that the General Meeting proceeds to voting. 2. If a motion to change the draft resolution is filed, that motion is voted over first and then the whole draft resolution is submitted to voting. The order of voting over motions concerning the draft resolution shall be established by the Chairperson. 3. After receiving the voting results, the Chairperson shall announce the number of votes in favour of the resolution, against it and the number of abstentions, and then determine if the resolution has been adopted. 5 [Exclusion from voting] 1. A shareholder shall not have the right to vote, neither in person nor by a proxy, on adopting the resolutions concerning: 1) his/her liability to the Company for any reason, including granting the vote of acceptance, 2) his/her exemption from the obligations towards the Company, 3) a dispute between him/her and the Company. 2. A shareholder may vote on resolutions referred to in para. 1 of this section as a proxy of another person. A shareholder who is to be the proxy must inform the shareholder granting him/her the power of attorney about the circumstances indicating an actual or potential conflict of interests. A shareholder who is a proxy shall vote in accordance with the instructions given by the shareholder granting the power of attorney. 6 [Types of voting] 1. Voting held during the General Meeting is open.

22 2. Secret ballot shall be ordered for elections of Members to the Company s bodies and when voting over the motions to dismiss members of the Company s bodies or the liquidators, or to hold them liable, as well as in personal matters. 3. Secret ballot shall be ordered by the Chairperson on request of even one of the Participants of the General Meeting, unless the open ballot is required under applicable laws. The General Meeting may adopt a resolution to waive the secrecy of voting on matters relating to the election of the committee appointed by the General Meeting. 4. Voting can be held using an electronic voice counting system. 7 [The majority] Resolutions of the General Meeting shall be adopted by an absolute majority of votes cast, unless the binding laws or the Articles of Association require a qualified majority for the resolution be adopted. 8 [Objections] Participants of the General Meeting raising objections to a resolution shall be entitled to a right to provide a concise justification of the objection. 9 [Candidates for the members of Supervisory Board] 1. The General Meeting shall determine the number of members of the Supervisory Board in accordance with 9 para. 1 of the Articles of Association. 2. Each Participant of the General Meeting shall have the right to nominate one or more candidates for the members of the Supervisory Board. The written nomination shall include: 1) name and surname or the name of the company of the nominating shareholder and, if the shareholder is represented by a representative, also the name and surname of the representative, 2) name and surname and a short résumé of the candidate, 3) specific reasons for nomination. 3. Having stated that he/she agrees to be a candidate, the nominated candidate shall be entered onto the list of candidates. The list of candidates shall be prepared by the Chairperson. The list of candidates shall not be closed if the number of candidates is smaller than the number of the members of the Supervisory Board determined by the General Meeting. 30 [Electing the Supervisory Board] Members of the Supervisory Board shall be elected by secret ballot voting for each candidate consecutively, following the alphabetical order. If the number of nominated candidates is equal to the number of members of the Supervisory Board determined by the General Meeting, it shall be permissible to vote for all candidates at the same time, unless even one member of the General Meeting raises an objection.

23 31 [Voting in separate groups] 1. On request of shareholders representing at least one fifth of the share capital, the Supervisory Board shall be elected by the next General Meeting by voting in separate groups. 2. The written request should be submitted to the Management Board within the time sufficient for including the matter of electing the Supervisory Board by voting in separate groups in the agenda provided in the notice on convening the General Meeting. 3. The persons at the General Meeting representing the part of shares falling as a result of dividing the total number of represented shares by the number of the members of the Supervisory Board may form a separate group to elect a member of the Supervisory Board, however, they shall not participate in the election of the remaining members. 4. Prior to the election of members of the Supervisory Board by voting in separate groups, the Chairperson shall inform the General Meeting about the number of shares represented at the General Meeting and the minimum number of shares required to form a group capable of electing a member of the Supervisory Board. 5. The body convening the General Meeting shall provide each of the formed groups with the possibility to gather and hold the elections. Each group shall elect the chairperson of their meeting. 6. The mandates of the Supervisory Board not filled by the relevant group of shareholders, which was created in accordance with the rules indicated in para. 3, shall be filled via voting participated by all the shareholders who did not cast their votes while electing the members to the Supervisory Board by voting in separate groups. 7. If at the General Meeting, referred to in para. 3, not even one group capable of electing a member of the Supervisory Board is formed, there shall be no elections. 8. Upon the election of at least one member of the Supervisory Board, in accordance with para. 1-7, the mandates of all current members of the Supervisory Board shall expire early. 32 [Closing the Meeting] Upon the completion of the agenda, the Chairperson shall announce the General Meeting to be closed. 33 [Notarised minutes] 1. Resolutions of the General Meeting shall be included in the minutes prepared by a notary public. 2. It shall be stated in the minutes that the General Meeting has been duly convened and that it has been capable of adopting resolutions. The minutes shall also list the resolutions adopted, and, for each resolution, provide: the number of shares from which valid votes were cast, the percentage of those shares in the share capital, the total number of valid votes, the number of votes in favour, votes against and abstentions and any objections raised. The attendance list signed by the Participants of the General Meeting shall be attached to the minutes. The evidence proving the conveyance of the General Meeting shall be attached by the Management Board to the corporate book of minutes.

24 34 [Corporate book of minutes] 1. The evidence proving the conveyance of the General Meeting shall be attached by the Management Board to the corporate book of minutes. 2. The extract from the minutes, together with the evidence proving the conveyance of the General Meeting and with the powers of attorney granted by the shareholders, shall be attached by the Management Board to the corporate book of minutes. 3. The corporate book of minutes shall be available to shareholders for review and they may request the copies of the resolutions certified by the Management Board to be issued. The Company may request the reimbursement of costs of preparing the copies. 4. Within a week from closing the General Meeting, a public company shall disclose on its website the results of voting held in matters set forth in 33 para. 2 of the By-laws. Voting results should be available until the day when the term of appealing against the resolution of the General Meeting lapses. 35 [Additional minutes] The Chairperson may order that, in addition to the minutes drawn up by a notary public, a supplementary copy of minutes of the General Meeting is prepared for a more complete record of its course. The scope and form of additional minutes shall be determined by the Chairperson. 36 [Services related to the General Meeting] Legal and notary services, as well as services related to organisational and technical issues shall be provided by the Management Board. V. Final provisions 37 [Matters not covered by the By-laws] In cases not covered by the By-laws, the relevant legal regulations and the provisions of the Articles of Association shall apply. 38 [Amendments to the By-laws] 1. Amendments to the By-laws shall require a resolution of the General Meeting. Amendments to the By-laws shall come into force on the next General Meeting. 2. Shall the By-laws be amended by the General Meeting, the Management Board shall be obliged to draw up the consolidated text of the By-laws within 14 days. The resolution shall be effective from the day of its adoption.

25 Resolution no.... of [date]... amending the Company's Articles of Association as regards Company's representation. The Ordinary General Meeting of Shareholders of AZTEC International S.A. in Poznań hereby resolves to amend 0 para. 2 of the Company's Articles of Association and to give it with the following wording: 0 2. In the case of the one-person Management Board, the Company shall be represented and managed by the President of the Management Board, and in the case of electing a Management Board composed of several members, each member of the Management Board shall be entitled to represent the Company on his/her own. In the event of appointing a Proxy, the Proxy may represent the Company jointly with the President of the Management Board or a Member of the Management Board. This resolution shall come into effect upon its registration by the Registry Court. Resolution no.... of [date]... the adoption of the consolidated text of the Company's Articles of Association. In connection with adopting the changes to the Articles of Association of the Company, the General Meeting of Shareholders of AZTEC International S.A. with its registered office in Poznań hereby resolves to adopt the consolidated text of the Articles of Association of the Company in the following wording: Consolidated text of the Articles of Association of Aztec International Spółka Akcyjna [Joint-Stock Company] with its registered office in Poznań General provisions. 1. Henry de Graan and Matthew de Graan, the shareholders of the Company being transformed Aztec International spółka z ograniczoną odpowiedzialnością [limited

26 liability company] with its registered office in Poznań, entered in the Register of Entrepreneurs under KRS number , hereby declare that in accordance with the company's transformation plan adopted on (twenty-seventh of May, two thousand and eight) and under Article 556 of the Code of Commercial Companies and Partnerships, they hereby execute the Articles of Association of the Transformed Company, acting as its founders.. 2. Company's name shall be: AZTEC International spółka akcyjna [joint-stock company]. 3. In professional dealings the Company may use the abbreviati AZTEC International S.A. 4. The registered seat of the Company shall be the city of Poznań.. 1. The Company is established for an indefinite period. 2. The Company shall conduct its business activity on the territory of the Republic of Poland and abroad. 3. The Company may establish its own branches in the country and abroad, join the existing business entities and create new ones based on the provisions of law. Company's scope of activity 3. The Company s scope of activity shall include: 1. Manufacture of wire products, chain and springs, 2. Manufacture of fasteners and screw machine products, 3. Wholesale of hardware, plumbing and heating equipment, 4. Wholesale of chemical products, 5. Retail sale of hardware, paints and glass in specialised stores, 6. Manufacture of metal structures and parts of structures, 7. Forging, pressing, stamping and roll-forming of metal; powder metallurgy, 8. Treatment and coating of metals, 9. Machining 10. Manufacture of steel drums and similar containers

27 11. Manufacture of light metal packaging, 12. Manufacture of other fabricated metal products n.e.c., 13. Agents involved in the sale of timber and building materials, 14. Agents involved in the sale of machinery, industrial equipment, ships and aircraft, 15. Agents specialised in the sale of other particular products, 16. Agents involved in the sale of a variety of goods, 17. Wholesale of agricultural machinery, equipment and supplies, 18. Wholesale of machine tools, 19. Wholesale of mining, construction and civil engineering machinery, 20. Wholesale of other machinery and equipment, 21. Wholesale of other intermediate products, 22. Non-specialised wholesale trade, 23. Freight transport by road, 24. Activities of head offices, 25. Business and other management consultancy activities. 4. A significant change of the Company's scope of activity shall be permitted without the necessity of buying out the shares of the shareholders who do not agree to the amendment, provided that the resolution of the General Meeting on this matter shall be adopted by the majority of 2/3 (two thirds) of the votes cast, with the presence of persons representing at least a half of the share capital.

28 Share capital and shares The Company's share capital amounts to PLN 3,414, (say: three million four hundred and fourteen thousand six hundred and sixty-seven PLN) and is divided into: a) 1,557,000 (say: one million five hundred and fifty-seven thousand) series A bearer shares of the face value of PLN 1.00 (say: one PLN) each, numbered from to , b) 1,066,000 (one million and sixty-six thousand) series B bearer shares of the face value of PLN 1.00 (say: one PLN) each, numbered from to , paid up in cash, c) 500,000 series C bearer shares of the face value of PLN 1.00 (say: one PLN) each, numbered from to , paid up in cash. d) 291,667 series D registered shares of the face value of PLN 1.00 (say: one PLN) each, numbered from to covered with an in-kind contribution in the following manner: - for 100 shares in the company Aztec (UK) Ltd Hamade, LLC seated in the USA State of Delaware 142,544 (say: one hundred forty-two thousand five hundred and forty-four) series D shares were taken up, numbered from to of the face value of PLN 1.00 each (say: one PLN) and of the issue price of PLN (say: twelve PLN) each, - for 25,564 shares in the company AZTEC Dichtscheiben GmbH Hamade, LLC seated in the USA State of Delaware 149,123 (say: one hundred forty-nine thousand one hundred and twenty-three) series D shares were taken up, numbered from to of the face value of PLN 1.00 (say: one PLN) each and of the issue price of PLN (say: twelve PLN) each; 2. Series A shares were issued in exchange for shares in the company Aztec International spółka z ograniczoną odpowiedzialnością [limited liability company] which was transformed into a joint stock company in accordance with the provisions of the Code of Commercial Companies and Partnerships and have been covered with the assets of the Company being transformed, therefore the amount paid to cover the share capital, which amounts to PLN 1,557, (say: one million five hundred and fifty-seven thousand PLN), was fully paid up. 3. The share capital may be increased by issuing new shares.