Statute of TS Wisła Kraków SA

§ 1
The Company's business name is: Towarzystwo Sportowe Wisła Kraków Spółka Akcyjna (Association of Sportsmen and Women). The Company may use the abbreviation: Towarzystwo Sportowe Wisła Kraków SA or TS Wisła Kraków SA

§ 2
The company's headquarters is located in Krakow.

§ 3
The Company's area of ​​operation is the territory of the Republic of Poland and abroad.

§ 4
Within its territory of operations, the Company may establish and operate branches, subsidiaries, plants and representative offices as well as research and development, training and coaching centers and join other companies.

§ 5
The subject of the Company's business is:

• operation of sports facilities /93.11.Z/,
• activities of sports clubs /93.12.Z/,
• operation of facilities for improving physical fitness /93.13.Z/,
• other sports-related activities /93.19.Z/,
• activities related to the organization of fairs, exhibitions and congresses /82.30.Z/,
• other commercial activities, not classified elsewhere /82.9/,
• advertising /73.1/,
• publishing of books and periodicals and other publishing activities,
• software exclusion /58.1/,
• retail sale of clothing in specialized stores /47.71.Z/,
• retail sale of footwear and leather goods in specialized stores /47.72.Z/,
• retail sale of cultural and recreational products in specialized stores /47.6/,
• retail sale of other new products in specialized stores /47.78.Z/,
• retail sale of sports equipment in specialized stores /47.64.Z/,
• retail sale of other products in specialized stores /47.7/,
• retail sale of games and toys in specialized stores /47.65.Z/,
• retail sales in non-specialized stores /47.19/,
• restaurants and other catering facilities /56.10/,
• other passenger land transport /49.3/,
• other financial service activities excluding insurance and pension funds /64.9/,
• rental and leasing of motor vehicles, excluding motorcycles /77.1/,
• data processing, website management (hosting) and similar activities; internet portal activities /63.1/,
• activities related to job search and recruitment /78.1/,
• cleaning of facilities /81.2/,
• commercial activity, not elsewhere classified /82.9/,
• activities supporting education /85.6/,
• creative activities related to culture and entertainment /90.0/,
• activities of cultural facilities /90.04/,
• entertainment and recreational activities /93.2/,
• activities of amusement parks and theme parks /93.21 /, -30/,
• activities of facilities related to improving physical condition /93.13/,
• other service activities /S/.

§ 6
The duration of the Company is unlimited.

§ 7
1. The share capital of the Company amounts to PLN 86,162,300.00 (eighty-six million one hundred sixty-two thousand three hundred zlotys) and is divided into 861,623 (eight hundred sixty-one thousand six hundred twenty-three) shares with a nominal value of PLN 100 (one hundred zlotys) each, including:

a) 15,400 (fifteen thousand four hundred) series A registered shares;
b) 50,000 (fifty thousand) series B registered shares;
c) 50,000 (fifty thousand) series C registered shares;
d) 626,563 (six hundred twenty-six thousand five hundred sixty-three thousand) series D registered shares;
e) 40,000 (forty thousand) series E registered shares;
f) 79,660 (seventy-nine thousand six hundred and sixty) series F registered shares.

2. All series "A" shares were fully covered by the assets of the Company under the name: "Towarzystwo Sportowe Wisła" - Autonomiczna Sekcja Piłki Nożnej Spółka z ograniczoną odpowiedzialnością" with its registered office in Kraków.
3. All series "B" shares were fully paid for in cash.
4. All series "C" shares were fully paid for in cash.
5. All series "D" shares were fully covered by cash contributions.
6. All series "E" shares were fully covered by cash.
7. All series "F" shares were fully covered by cash contributions.
8. The following share numbering is introduced:
- series "A" shares from A1 to A15400;
- series "B" shares from B1 to B50000;
- series "C" shares from C1 to C50000;
- series "D" shares from D1 to D626563;
- series "E" shares from E1 to E40000;
- series "F" shares from F1 to F79,660.

§ 7a
1. The Management Board is authorized to increase the Company's share capital by an amount not higher than PLN 64,621,700.00 (sixty-four million six hundred twenty-one thousand seven hundred zlotys) by issuing up to 646,217 (six hundred forty-six thousand two hundred seventeen) new ordinary registered shares with a nominal value of PLN 100.00 (one hundred zlotys) each, designated as series "F", with a total nominal value of not more than PLN 64,621,700.00 (sixty-four million six hundred twenty-one thousand seven hundred zlotys), by way of one or several subsequent increases in the share capital (authorized capital).
2. The Management Board's authorization to increase the share capital and to issue new series "F" shares within the authorized capital expires on October 31, 2026.
3. With the consent of the Supervisory Board, the Management Board may deprive existing shareholders, in whole or in part, of their pre-emptive rights to series "F" shares issued within the limits of the authorized capital.
4. The Management Board is authorized to determine the issue price of series "F" shares issued within the authorized capital. A resolution of the Management Board on determining the issue price of series "F" shares requires the consent of the Supervisory Board.

§ 8
1. Shares may be registered or bearer shares.
2. All shares of series "A", "B", "C", "D", "E" and "F" are registered shares.
3. The Company may convert registered shares into bearer shares, as well as convert bearer shares into registered shares. Conversions are made by the Management Board upon the written request of the shareholder.

§ 9
The founders of the company are:
1. Sports Association "WISŁA" with its registered office in Kraków, address: Kraków, ul. Reymonta nr 22,
2. Bogusław Cupiał, residing in Myślenice, at Wczasowa Street No. 1,
3. Zbigniew Urban, residing in Myślenice, at 23 Wybickiego Street,
4. Stanisław Ziętek, residing in Kazimierza Wielka, at 57 Konstytucji 3-go Maja Street,
5. Piotr Skrobowski, residing in Rząska, no. 403.

§ 10
The shares were fully paid up.

§ 11
The issue price of shares, their types, and the terms and amounts of share payments are determined by the General Meeting. The issue price of founder shares is equal to their nominal value.

§ 12
1. The shares are transferable and indivisible.
2. (deleted)

§ 13
1. Shares may be redeemed. Redemption of shares requires a reduction in the company's share capital. A share may be redeemed either with the shareholder's consent through its acquisition by the company (voluntary redemption) or without the shareholder's consent (compulsory redemption). 2. Voluntary redemption may not be performed more than once per financial year.
3. Compulsory redemption is subject to compensation, which may not be lower than the net asset value per share (carrying amount) as reported in the financial statements for the most recent financial year, less the amount designated for distribution to shareholders. Voluntary redemption may be effected without compensation.
4. The payment of the amount of money referred to in paragraph 3 shall be made by the Company after six months from the date of entry of the reduction of the share capital in the register.
5. The provisions of paragraphs 3 and 4 shall not apply to redeemed, fully paid-up shares if:

a) the Company redeems its own shares acquired free of charge for the purpose of redemption, or
b) the amount of money referred to in paragraph 3 is to be paid to the shareholder exclusively from the Company's profit, as shown in the financial statements audited by a statutory auditor, not earlier than six months before the redemption of the shares, or
c) shares are redeemed without any benefits.

6. The General Meeting, at the request of the Management Board of the Company, may adopt a resolution on compulsory redemption of shares:
d) to satisfy the Company's claims that cannot be satisfied in any other way from the shareholder's assets,
e) a shareholder who acts to the detriment of the Company or whose activities have caused serious damage to the Company,
f) a shareholder who persistently fails to fulfil the obligations set out in these Articles of Association, resolutions of the General Meeting or the provisions of the Commercial Companies Code.

8. Compulsory redemption of shares and payment of the amounts due in this respect to the entitled persons shall take place on the terms and in the manner specified in sections 2-4.

§ 14
The company creates the following capitals:
1. share capital,
2. reserve capital,
3. reserve capital.

§ 15
The Company's profit will be allocated first and foremost to the supplementary capital, to which at least 8% of the profit for a given financial year will be transferred, until this capital reaches at least one third of the share capital.

§ 16
- By virtue of a resolution of the General Meeting of Shareholders, the Company's net profit may be excluded from distribution among shareholders.
- The dividend is paid on the date specified in the resolution of the General Meeting, but no later than three months from the date specified in the resolution. If the resolution of the General Meeting does not specify such a date, the dividend is paid on the date specified by the Supervisory Board, taking into account the date indicated in the preceding sentence.

§ 17
The company's authorities are:
- General Meeting of Shareholders,
- Supervisory Board,
- Management Board.

§ 18
All shareholder owners may participate in the General Meeting of Shareholders.

§ 19
- Shareholders may participate in the General Meeting in person or through proxies.
- Members of the Management Board and employees of the Company may not act as proxies at the General Meeting of Shareholders.
- The power of attorney must be granted in writing under pain of nullity and attached to the minutes of the General Meeting of Shareholders.

§ 20
- The General Meeting of Shareholders may be ordinary or extraordinary.
The Annual General Meeting of Shareholders should be held no later than 6 months after the end of the financial year.
- The General Meeting is convened by the Management Board.
- The Supervisory Board has the right to convene the Annual General Meeting of Shareholders if the Management Board fails to do so within the time limit specified in section 2.
- An Extraordinary General Meeting of Shareholders is convened if the bodies or persons authorized to convene General Meetings deem it appropriate.
- The Supervisory Board has the right to convene an Extraordinary General Meeting of Shareholders whenever it deems it necessary and the Management Board fails to convene the Meeting within 2 /two/ weeks of the Supervisory Board submitting an appropriate request.
- A shareholder or shareholders representing at least 1/20 (one twentieth) of the share capital may request that an Extraordinary General Meeting be convened and that specific matters be placed on the agenda. If an Extraordinary General Meeting is not convened within two weeks of the request being submitted to the Management Board, the registry court may authorize the requesting shareholders to convene an Extraordinary General Meeting. The court will appoint the chairman of the meeting.
- The publication in which the company's announcements will be published is "Monitor Sądowy i Gospodarczy". The General Meeting of Shareholders is convened by an announcement in "Monitor Sądowy i Gospodarczy", and an announcement is also placed at the company's registered office. The announcement should be made at least 3 (three) weeks before the date of the General Meeting of Shareholders. The announcements and notifications should specify the date, time and place of the General Meeting of Shareholders, as well as a detailed agenda.
- The General Meeting of Shareholders may also adopt resolutions without being formally convened if the entire share capital is represented and none of those present objects to holding the General Meeting or including individual matters on the agenda.
- Only matters included in the agenda are considered at the General Meeting of Shareholders. Resolutions on matters not included in the agenda may be adopted only if the entire share capital is represented and no one present objects to the adoption of the resolution.
- General Meetings of Shareholders are held at the Company's registered office.
Participation in the General Meeting via electronic means of communication is permitted. This participation includes, in particular:89

a) real-time broadcast of the General Meeting;1011

b) real-time two-way communication, where shareholders may take the floor during the General Meeting from a location other than the venue of the General Meeting, and

c) exercising the right to vote in person or through a proxy before or during the General Meeting.

The Supervisory Board will establish detailed rules for participating in the General Meeting using electronic means of communication in its regulations. The regulations may not include requirements or restrictions that are not necessary to identify shareholders and ensure the security of electronic communications.

§ 21
- The General Meeting of Shareholders is valid if at least 50% of the share capital is represented therein, unless the provisions of the Commercial Companies Code provide otherwise.
- The General Meeting is chaired by the Chairman elected by the General Meeting.
- The General Meeting is opened by the Chairman of the Supervisory Board or their deputy, and then a chairman is elected from among those entitled to participate in the General Meeting. In the absence of these persons, the General Meeting is opened by the President of the Management Board or a person designated by the Management Board.

§ 22
Resolutions of the General Meeting of Shareholders require:
a) consideration and approval of the report, balance sheet and profit and loss account for the previous financial year,
b) decision on the distribution of profits and the method of covering losses,
c) acknowledging the Company's authorities for the duties they perform,
d) amending the Company's Articles of Association and increasing or decreasing the share capital,
e) determining the remuneration of members of the Supervisory Board,
f) sale or lease of an enterprise or its organised part and their encumbrance, in particular the establishment of a limited property right thereon,
g) issuance of bonds and other debt securities,
h) establishing branches, representative offices and subsidiaries,
i) considering matters reported by the Management Board or the Supervisory Board,
j) creation and liquidation of special-purpose funds,
k) other matters provided for in the provisions of the Commercial Companies Code and this Statute,
l) determining and approving the Company's directions of operation;

§ 23
Resolutions of the General Meeting of Shareholders are adopted by an absolute majority of votes, unless the provisions of these Articles of Association or the Commercial Companies Code specify stricter conditions for adopting a resolution.
Resolutions of the General Meeting of Shareholders are adopted by a majority of ¾ /three-quarters/ of the votes cast if they concern:
a) increase or decrease in the share capital,
b) changes to the Company's Articles of Association,
c) merger of the Company with another company or division of the Company,
d) dissolution or liquidation of the Company,
e) issue of bonds, convertible bonds and bonds with the right of priority to acquire shares,
f) sale of the enterprise,
g) changes to the subject of the Company's business,
h) redemption of shares.
The consent of all shareholders is necessary for the adoption of a resolution amending the Articles of Association by increasing the benefits of shareholders or reducing the rights granted personally to individual shareholders to whom they apply.
The acquisition and disposal of real estate, perpetual usufruct or a share in real estate by the Company does not require a resolution of the General Meeting of Shareholders.

§ 24
- The Supervisory Board consists of three to eight members, including the Chairperson, Vice-Chairperson(s), and other members of the Supervisory Board, from among whom a Secretary of the Supervisory Board may be appointed. The Supervisory Board operates in accordance with its own regulations, which define the organization and manner of performing its duties.
- Members of the Supervisory Board are appointed and dismissed by the Company's General Meeting of Shareholders. Supervisory Board members elect from among themselves the Chairman, Vice-Chairman, or Secretary of the Supervisory Board.
The Supervisory Board's term of office is five (5) years, with the term of office of the first Supervisory Board being one (1) year. In place of a Supervisory Board member who has resigned or in place of a deceased Supervisory Board member, the Supervisory Board may elect (co-opt) a new Supervisory Board member for the duration of that term. New Supervisory Board members so elected should be presented for approval at the next General Meeting of Shareholders.
- The mandates of the Supervisory Board members expire on the date of the General Meeting approving the report, balance sheet and profit and loss account for the last year of their term of office.

§ 25
- The competences of the Supervisory Board are defined by the provisions of the Commercial Companies Code and the provisions of this Statute.
- The Supervisory Board decides on all matters that are not reserved to the competence of the General Meeting of Shareholders or that do not fall within the scope of activities of the Management Board.
- The Supervisory Board exercises constant supervision over the Company's activities in all branches of the enterprise.
- The scope of activities of the Supervisory Board includes in particular:
a) suspending members of the Management Board from their duties for important reasons,
b) submitting recommendations to the General Meeting of Shareholders regarding the directions of the Company's activities,
c) considering monthly balance sheets with the right to make comments and request explanations from the Management Board,
d) checking the Company's books and cash registers at any time at its discretion,
e) examination of the balance sheet and profit and loss account at the end of each financial year for consistency with the books, documents and factual circumstances,
f) examining the Management Board’s report and proposals regarding the method of distributing profits or covering losses, and submitting an annual written report on the results of the above examination to the General Meeting,
g) determining the remuneration of members of the Management Board employed under an employment contract or other agreement,
h) delegating members of the Supervisory Board to temporarily perform the duties of members of the Management Board who have been dismissed, resigned or are unable to perform their functions for other reasons,
i) giving consent to the conclusion, termination, extension and amendment of contracts by the Company with a value exceeding PLN 1,000,000.00 (in words: one million zlotys) net,
j) giving consent to the conclusion, termination, extension and amendment of all transfer and contractual agreements between the Company and clubs, players and members of the training staff of the first senior team, where the training staff shall be understood as the first coach, second coach, assistant coaches of the senior football team of Wisła Kraków, with a value exceeding PLN 1,000,000.00 (in words: one million zlotys) net,
k) selecting the auditor to audit the Company's balance sheet,
l) submitting to the General Meeting of Shareholders a report on the activities of the Supervisory Board for the previous financial year.

§ 26
- Meetings of the Supervisory Board are convened and their agenda is determined by the Chairman of the Supervisory Board or the Vice-Chairman of the Supervisory Board.
- The work of the board is managed by the Chairman and, in his absence, by the Vice-Chairman of the Supervisory Board, and in the event of their absence at the meeting, the members of the Supervisory Board present elect from among themselves a chairperson of the meeting.
- Meetings of the Supervisory Board are held at least once every 3 /three/ months.
- Supervisory Board members may participate in adopting resolutions by casting their votes in writing through another Supervisory Board member. Voting in writing may not concern matters added to the agenda at a Supervisory Board meeting.
- The Supervisory Board adopts resolutions if at least half of its members are present at the meeting and all its members have been invited.
- Resolutions of the Supervisory Board are adopted by a majority vote of the Supervisory Board members present at the meeting. In the event of a tie, the Chairman of the Supervisory Board has the casting vote.
- The Supervisory Board may adopt resolutions in writing or using remote means of direct communication. A resolution is valid when all members of the Supervisory Board have been notified of the content of the draft resolution.
- For the performance of their duties, members of the Supervisory Board may receive remuneration in the amount determined by the General Meeting of Shareholders.
The Supervisory Board operates on the basis of this Statute and the regulations of the Supervisory Board.
- The Supervisory Board's regulations are adopted independently by the Supervisory Board.
- Supervisory Board meetings should be recorded. Minutes are signed by the chairperson and the members of the Board present. The minutes should list the members participating in the meeting and indicate the manner of conducting and the outcome of the vote. - Minutes should be compiled into a minute book. Dissenting opinions from the members present and any objections submitted later should be attached to the minutes.
- Members absent from the Supervisory Board meeting.
- (deleted)

§ 27
- The Management Board consists of 1 (one) to 5 (five) members.
- Members of the Management Board are appointed and dismissed by the Company's Supervisory Board. The Supervisory Board may appoint a member of the Management Board to serve as President or Vice President of the Management Board.
- Members of the Management Board are appointed for a period of 5 (five) years.
- The Management Board's work regulations are adopted independently by the Management Board in the form of a resolution.

§ 28
- The Management Board manages the Company's affairs and represents it externally. The right of Management Board members to represent the Company extends to all judicial and extrajudicial activities related to the management of the Company's business, except for matters that require a resolution of the General Meeting of Shareholders or the Supervisory Board.
- Resolutions of the Management Board are passed by a majority of votes, and in the event of an equal number of votes, the vote of the President of the Management Board is decisive.

§ 29
The following persons are authorized to make declarations of intent regarding the Company’s property and non-property rights and obligations and to sign on behalf of the Company:
the sole member of the Management Board in the case of a Management Board consisting of one person and
two members of the Management Board jointly or one member of the Management Board jointly with a proxy in the case of a Management Board consisting of more than one person.

§ 30
Members of the Management Board may be shareholders or persons from outside their group.

§ 31
In any contract between the Company and a Management Board member, as well as in any dispute with such member, the Company is represented by the Supervisory Board or a proxy appointed by a resolution of the General Meeting. The Supervisory Board, by resolution, may authorize one of its members to enter into a contract between the Company and a Management Board member.

§ 32
All regulations regarding the internal organization of the Company are adopted by the Management Board.

§ 33
The fiscal year lasts 12 months, except that the fiscal year beginning January 1, 2021, ends June 30, 2022. Beginning July 1, 2022, the fiscal year begins on July 1 of the current calendar year and ends on June 30 of the following year. The first fiscal year begins on the date the company is registered and ends on December 31, 1998.

§ 34
The Company's own financial resources consist of:
- share capital,
- supplementary capital,
- reserve capital.

§ 35
- The company's Management Board is obliged to prepare and submit to the Supervisory Board the following documents for the financial year within three months after the end of that year:

a) balance sheet as of the last day of the year,
b) profit and loss account,
c) a detailed report on the Company's activities (annual report) together with a proposal regarding the distribution of profits or the method of covering losses.

- The above documents are signed by all members of the Management Board, and any refusal to sign should be justified in writing.
- The information obligation referred to in Article 3801 §1-2 of the Commercial Companies Code is excluded.

§ 36
The profit to be distributed may be allocated to:
- supplementary capital,
- investments,
- dividends to shareholders,
- other purposes specified in the resolution of the General Meeting of Shareholders.

§ 37
- Shareholders are entitled to a share in the annual profit, provided that the General Meeting
- The shareholders will allocate it for distribution.

§ 38
The dissolution of the Company is caused by:
- resolution of the General Meeting,
- declaration of bankruptcy,
- other circumstances and activities prescribed by law.

§ 39
In matters not regulated by these Statutes, the provisions of the Commercial Companies Code and other generally applicable legal acts shall apply.

Statute (pdf)