Resolution no 1 concerning appointing the Chairman of the Company s Extraordinary General Meeting Acting on the basis of article 409 of the Code of Commercial Companies the Extraordinary General Meeting of the Company under business name: BSC DRUKARNIA OPAKOWAŃ S.A. based in Poznań decides to appoint as the Chairman of the General Meeting. Resolution no 2 concerning adoption of the agenda The Extraordinary General Meeting of the Company under business name: BSC DRUKARNIA OPAKOWAŃ S.A. decides to adopt the agenda of the Extraordinary General Meeting of the Company, including: 1) Opening of the Company s Extraordinary General Meeting, 2) Appointing the Chairman of the Company s Extraordinary General Meeting, 3) Determination that the Company s Extraordinary General Meeting was properly convened and that they are able to pass resolutions, 4) Drawing up a list of attendance, 5) Adopting the agenda, 6) Presenting Henrik Kehren s resignation from his position as the member of the Company s Supervisory Board. 7) Passing resolutions concerning: a) The Company s consent for purchasing the property (right to perpetual usufruct of the property and proprietorship of buildings situated within the property); b) Amendments to the Articles of Association; 1
c) Authorizing the Supervisory Board to determine the uniform text of the Articles of Association, d) Appointing a member of the Company s Supervisory Board; 8) Closing the Company s Extraordinary General Meeting. Resolution no 3 concerning the Company s consent to purchasing the property (right to perpetual usufruct of the property and proprietorship of buildings situated within the property) Acting on the basis of article 393 point 4 of the Code of Commercial Companies and article 13 point 3 of the Articles of Association, the Company s Extraordinary General Meeting gives their consent to the Company s purchase of the property (right to perpetual usufruct of the property and proprietorship of buildings situated within the property) situated in Poznań in ul. Żmigrodzka 41-49, constituting record parcel number 47/8, of the area of 18,345 m 2 entered in the land and mortgage register at the number KW PO1P/00048464/2, run by the District Court Poznań- Stare Miasto in Poznań, Division V Land Registry, from the company under the business name POSBAU SPÓŁKA AKCYJNA BUDOWNICTWO UPRZEMYSŁOWIONE based in Poznań, at the total gross price not exceeding the amount of PLN 5,784,000. Resolution no 6 2
concerning amendments to the Articles of Association On account of (i) the liquidation of the company under the business name "BSC Invest" V. Schwark, J. Schwark, A. Czysz general partnership in Poznań, (ii) selling the Company s shares by Violetta Schwark and Anna Schwark and losing the status of the Company s shareholders by these persons, (iii) purchasing all the Company s shares to date belonging to Janusz Schwark indirectly by the company under the business name JS Holding joint-stock company based in Poznań (60-789) in ul. Iłłakowiczówny 8/2, (Tax Identification Number: 7792433734, National Business Registry Number: 362234878), entered in the register of entrepreneurs of the National Court Registry run by District Court Poznań - Nowe Miasto and Wilda in Poznań, VIII Economic Division of the National Court Registry at the number: 0000571361; (iv) purchasing all the Company s shares to date belonging to Arkadiusz Czysz indirectly by the company under the business name Green Place joint Stock company based in Poznań (61-233) in os. Jagiellońskie32/1(Tax Identification Number: 7822592929, National Business Registry Number: 362748991), entered in the register of entrepreneurs of the National Court Registry run by District Court Poznań - Nowe Miasto and Wilda in Poznań, VIII Economic Division of the National Court Registry at the number: 0000580819; and changing the name by the shareholder ColorpackVeprackungen mit System GmbH into Colorpack GmbH; the Company s Extraordinary General Meeting hereby decides: 1) Article 7 item 4 of the Articles of Association is changed into the following new form: 4. If the General Meeting does not pass the resolution concerning appointing the President of the Board, the shareholders JS Holding S.A. and Green Place S.A, on the condition that they hold in total at least 20% shares in the Company s share capital, have the right, in the period not longer than two months staring from the date of holding the General Meeting which did not pass the resolution concerning appointing the President of the Board, to present the shareholder COLORPACK GmbH with not more than two candidates meeting the requirements determined in item 6 ( the Candidates ) together with written justification of their choice, however each of them is to present one Candidate only, and the shareholder COLORPACK GmbH on the condition that they hold in total at least 20% shares of the Company, has the right to appoint one of the two presented Candidates for the position of the President of the Board in the period of one month starting from the date of receiving written information about the proposed Candidates. The authorised shareholders exercise their vested rights through written statement directed to the Company. If the shareholder COLORPACK GmbH does not appoint the President of the Board within the period given in the previous sentence, JS Holding S.A. and Green Place S.A. have exclusive right to independently appoint the President of the Board from among the two Candidates they proposed in the period of two weeks after the unsuccessful period for appointing the President of the Board by COLORPACK GmbH has passed. The choice mentioned in the previous sentence is made by the authorized shareholders among themselves by the majority votes (where the number of votes is determined by the number of shares in the Company s share capital held by the authorized shareholder) by providing the Company with the statement signed by both the shareholders or by the one of them who holds more shares in the Company s share capital. Failure to exercise the above mentioned right by the shareholders JS Holding S.A. and Green Place S.A. in the given period of time leads to moving the rights to appoint the President of the Board again to the General Meeting, with reservation, that appointing the President of the Board requires the ordinary majority of votes. 3
2) Remove article 7 item 5 of the Articles of Association ; 3) Amend article 7 item 7 of the Articles of Association, into the following new form: 7. If the General Meeting does not pass the resolution concerning appointing the Financial Vice- President of the Board, the shareholder COLORPACK GmbH, on the condition that they hold in total at least 20% shares in the Company s share capital, has the right, in the period not longer than two months staring from the date of holding the General Meeting which did not pass the resolution concerning appointing the Financial Vice-President of the Board, to present the shareholders JS Holding S.A. and Green Place S.A. with two candidates meeting the requirements determined in item 9 ( the Candidates initially agreed upon ) together with written justification of their choice, and the shareholders of JS Holding S.A. and Green Place S.A, on the condition that they hold in total at least 20% shares in the Company s share capital, have the right to appoint one of the two presented Candidates initially agreed upon for the position of the Financial Vice- President of the Board in the period of one month starting from the date of receiving written information about the proposed Candidates initially agreed upon. The choice mentioned in the previous sentence is made by the authorized shareholders among themselves by the majority votes (where the number of votes is determined by the number of shares in the Company s share capital held by the authorized shareholder) by providing the Company with the statement signed by both the shareholders or by the one of them who holds more shares in the Company s share capital. If JS Holding S.A. and Green Place S.A. do not appoint the Financial Vice-President of the Board within the period given in the previous sentence, COLORPACK GmbH, on the condition that they hold at least 20% shares of the Company, appoints the Financial Vice-President of the Board from among the two Candidates initially agreed upon whom they proposed in the period of two weeks after the unsuccessful period for appointing the Financial Vice-President of the Board by JS Holding S.A. and Green Place S.A. has passed. COLORPACK GmbH exercises their vested rights through written statement directed to the Company. Failure to exercise the above mentioned right by COLORPACK GmbH in the given period of time leads to moving the rights to appoint the Financial Vice-of the Board again to the General Meeting, with reservation, that appointing the Financial Vice-of the Board requires the ordinary majority of votes. 4) Remove article 7 item 8 of the Articles of Association; 5) Amend article 7 item 12 of the Articles of Association, into the following new form: 12.in the case when JS Holding S.A. and Green Place S.A. hold in total at least 20% of the Company shares, the Supervisory Board may dismiss the President of the Board only of grave reason and/ or recurring violation of the resolutions of the Articles of Association, management agreement, the Board Regulations or mandatory provisions of law. The grave violation takes place when by acting or wilful failing to act, damage caused by the President of the Board or damage which may be done as a result of the Board President s wilful acting or failing to act, caused or might cause a financial or fiscal loss for the Company exceeding the equivalent of EUR 100,000 (hundred thousand) in Polish zlotys or when President of the Board led to a wilful long-lasting deterioration of relationships with significant customers or suppliers or carried out other wilful deeds harming important business undertakings of the Company. 6) Amend article 9 item 3 of the Articles of Association, into the following new form: 3.The shareholder COLORPACK GmbH on the condition that they hold at least 20% of the 4
Company shares is authorized to appoint four persons for the personnel of the Supervisory Board, including the Chairman of the Supervisory Board. The shareholder exercises their authorization in the form of a written statement provided for the Company. 7) Amend article 9 item 4 of the Articles of Association, into the following new form. 4. The shareholders JS Holding S.A. and Green Place S.A acting together present he General Meeting with the candidates for in total not more than two members of the Supervisory Board of the Company on the condition that they in total hold at least 20% of the Company shares, where the above mentioned shareholders presents one candidate each. The shareholders exercise their authorization mentioned in the previous sentence in the form of a written statement provided for the Company. The General Meeting chooses the members from among the candidates presented by the authorized shareholders with simultaneous according cooperation of COLORPACK GmbH, particularly expressed in the voting of COLORPACK GmbH. Each time one of the two members of the Supervisory Board appointed in accordance with the resolutions of this item ought to perform the function of the Secretary of the Supervisory Board. In the case of not appointing one of the two members of the Supervisory Board or either of the members of the Supervisory Board in the manner indicated in this item, the General Meeting appoints the member or members of the Supervisory Board. 8) Add a new article 20 titled Personal rights after the article 19 of the Articles of Association. The content of the article 20 is to be as follows: Art. 20 Personal rights In the case when all the Company s shares held by COLORPACK GmbH are transferred to the company under the business name rlcpackaging GmbH (which results in expiration of personal rights of COLORPACK GmbH defined in these Articles of Association), the company under the business name rlcpackaging GmbH from the moment of gaining the status of the Company s shareholder will hold personal rights identical with the personal rights of COLORPACK GmbH determined in these Articles of Association, exercised on the basis of the same rules and conditions as those provided by these Articles of Association for the rights of COLORPACK GmbH. 5
Resolution no 5 of the Extraordinary General Meeting of the Company under business name: concerning authorizing the Supervisory Board to determine the uniform text of the Articles of Association The Extraordinary General Meeting of the Company authorizes the Supervisory Board to determine the uniform text of the Articles of Association accommodating the amendments passed during this Extraordinary General Meeting of the Company. 6
Resolution no 6 of the Extraordinary General Meeting of the Company under business name: concerning appointing a member of the Company s Supervisory Board The Extraordinary General Meeting of the Company appoints as a member of the Company s Supervisory Board. 7