§ 1

The company's name is: Towarzystwo Sportowe Wisła Kraków Spółka Akcyjna. The company may use the abbreviated name: Towarzystwo Sportowe Wisła Kraków S.A. or TS Wisła Kraków S.A.

§ 2

The Company's registered office is in Krakow.

§ 3

The company's area of operation is the territory of the Republic of Poland and abroad.

§ 4

Within its area of operation, the company may establish and operate branches, subsidiaries, plants, and representative offices, as well as research and development, training, and practice centers, and join other companies.

§ 5

The subject of the Company's activity is:

1. activities of sports clubs (93.12.Z) – which constitutes the leading PKD,
2. manufacture of games and toys (32.40.Z),
3. other non-specialized retail sale (47.12.Z),
4. retail sale of sporting equipment (47.63.Z),
5. retail sale of games and toys (47.64.Z),
6. retail sale of clothing (47.71.Z),
7. retail sale of footwear and leather goods (47.72.Z),
8. non-specialized retail sale via intermediaries (47.91.Z),
9. scheduled road passenger transport (49.31.Z),
10. on-demand passenger transport with a driver (49.33.Z),
11. intermediation in passenger transport (52.32.Z),
12. restaurants (56.11.Z),
13. mobile food service activities (56.12.Z),
14. book publishing (58.11.Z),
15. newspaper publishing (58.12.Z),
16. magazine and other periodical publishing (58.13.Z),
17. other publishing activities, except software (58.19.Z),
18. motion picture, video and television programme production activities (59.11.Z),
19. sound recording and music publishing activities (59.20.Z),
20. broadcasting of television programmes (free-to-air and subscription) and video distribution (60.20.Z),
21. leasing and management of own or leased real estate (68.20.Z),
22. accounting and bookkeeping activities (69.20.A),
23. advertising agency activities (73.11.Z),
24. advertising via mass media (73.12.Z),
25. rental and leasing of cars and light motor vehicles, including motorcycles (77.11.Z),
26. rental and leasing of trucks (77.12.Z),
27. rental and leasing of recreational and sports equipment (77.21.Z),
28. travel agency activities (79.11.Z),
29. tour operator activities (79.12.Z),
30. general cleaning of buildings (81.21.Z),
31. other cleaning of buildings and industrial facilities, not elsewhere classified (81.22.B),
32. activities related to organizing trade fairs, exhibitions and congresses (82.30.Z),
33. intermediation in support activities for business operations, not elsewhere classified (82.40),
34. other sports education and sports and recreation activities (85.51.Z),
35. support activities for education, not elsewhere classified (85.69.Z),
36. sports facilities activities (93.11.Z),
37. other sports activities, not elsewhere classified (93.19.Z),
38. other entertainment and recreation activities, not elsewhere classified (93.29.B).

§ 6

The duration of the company is unlimited.

§ 7

1. The Company's share capital amounts to PLN 89,162,300.00 (eighty-nine million one hundred sixty-two thousand three hundred zlotys) and is divided into 891,623 (eight hundred ninety-one thousand six hundred twenty-three) shares with a nominal value of PLN 100 (one hundred zlotys) each, including:
   1. 15,400 (fifteen thousand four hundred) Series A registered shares;
   2. 50,000 (fifty thousand) Series B registered shares;
   3. 50,000 (fifty thousand) Series C registered shares;
   4. 626,563 (six hundred twenty-six thousand five hundred sixty-three thousand) Series D registered shares;
   5. 40,000 (forty thousand) Series E registered shares;
   6. 109,660 (one hundred nine thousand six hundred sixty) Series F registered shares.
2. All Series "A" shares have been 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 Krakow.
3. All Series "B" shares have been fully covered in cash.
4. All Series "C" shares have been fully covered in cash.
5. All Series "D" shares have been fully covered by monetary contribution.
6. All Series "E" shares have been fully covered by monetary contribution.
7. All Series "F" shares have been fully covered by monetary contribution.
8. The following share numbering is introduced:
   1. Series "A" shares from A1 to A15400;
   2. Series "B" shares from B1 to B50000;
   3. Series "C" shares from C1 to C50000;
   4. Series "D" shares from D1 to D626563;
   5. Series "E" shares from E1 to E40000;
   6. Series "F" shares from F1 to F109,660.

§ 7a

1. The Management Board is authorized to increase the Company's share capital by an amount not exceeding PLN 64,621,700.00 (sixty-four million six hundred twenty-one thousand seven hundred zlotys) through the issuance of 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 not exceeding PLN 64,621,700.00 (sixty-four million six hundred twenty-one thousand seven hundred zlotys), by way of one or several subsequent increases of the share capital (authorized capital).
2. The authorization of the Management Board to increase the share capital and to issue new Series "F" shares within the authorized capital expires on October 31, 2028.
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 with respect to Series "F" shares issued within 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 regarding the determination of the issue price of Series "F" does not require the consent of the Supervisory Board.

§ 8

1. Shares may be registered or bearer.
2. All Series "A", "B", "C", "D", "E" and "F" shares are registered shares.
3. The Company may convert registered shares into bearer shares, as well as convert bearer shares into registered shares. The conversion is carried out by the Management Board upon written request of the shareholder.

§ 9

The founders of the company are:

1. Towarzystwo Sportowe "WISŁA" with its registered office in Krakow (address: Krakow, ul. Reymonta no. 22),
2. Bogusław Cupiał, residing in Myślenice, at ul. Wczasowa no. 1,
3. Zbigniew Urban, residing in Myślenice, at ul. Wybickiego no. 23,
4. Stanisław Ziętek, residing in Kazimierza Wielka, at ul. Konstytucji 3-go Maja no. 57,
5. Piotr Skrobowski, residing in Rząska no. 403.

§ 10

The shares have been fully paid up.

§ 11

The issue price of shares, their types, and the dates and amounts of payments for shares are determined by the General Meeting. The issue price of founders' shares is equal to their nominal value.

§ 12

1. Shares are transferable and indivisible.
2. (deleted)

§ 13

1. Shares may be redeemed. Redemption of shares requires a reduction of the company's share capital.
2. A share may be redeemed either with the consent of the shareholder by the company acquiring it (voluntary redemption) or without the consent of the shareholder (compulsory redemption). Voluntary redemption may not occur more often than once per financial year.
3. Compulsory redemption occurs for consideration, which may not be lower than the value of net assets attributable to the share (book value), shown in the financial statement for the last financial year, reduced by the amount allocated for distribution among shareholders. Voluntary redemption may occur without consideration.
4. Payment of the monetary amount referred to in paragraph 3 shall be made by the company after six months from the date of entry of the share capital reduction in the register.
5. The provisions of paragraphs 3 and 4 do not apply to redeemed, fully paid-up shares, if:
   1. the company redeems its own shares acquired gratuitously for the purpose of redemption, or
   2. the monetary amount referred to in paragraph 3 is to be paid to the shareholder exclusively from the company's profit, shown in the financial statement examined by a certified auditor, not earlier than six months before the redemption of shares, or
   3. the redemption of shares occurs without any consideration.
6. The General Meeting, upon a motion of the company's Management Board, may adopt a resolution on compulsory redemption of shares:
   1. for the purpose of satisfying the company's claims that cannot be satisfied otherwise from the shareholder's assets,
   2. of a shareholder who acts to the detriment of the company or who has caused significant damage to the company through their activities,
   3. of a shareholder who notoriously evades the obligations specified in these Articles of Association, resolutions of the General Meeting, or the provisions of the commercial companies code.
7. Compulsory redemption of shares and payment of the monetary amounts due in this respect to the entitled parties shall take place on the terms and in the manner specified in paragraphs 2-4.

§ 14

The company creates the following capitals:

1. share capital,
2. reserve capital,
3. contingency capital.

§ 15

The Company's profit shall be obligatorily allocated first to the reserve capital, to which at least 8% of the profit for a given financial year shall be transferred, until this capital reaches at least one third of the share capital.

§ 16

1. By resolution of the General Meeting of Shareholders, the company's net profit may be excluded from distribution among shareholders.
2. Dividends shall be paid within the period specified in the resolution of the General Meeting, but no later than 3 months from the date specified in the resolution. If the resolution of the General Meeting does not specify such a period, the dividend shall be paid within the period specified by the Supervisory Board, taking into account the period indicated in the preceding sentence.

§ 17

The company's authorities are:

1. General Meeting of Shareholders,
2. Supervisory Board,
3. Management Board.

§ 18

All shareholders may participate in the General Meeting of Shareholders.

§ 19

1. Shareholders may participate in the General Meeting in person or by proxy.
2. Members of the Management Board and employees of the company may not be proxies at the General Meeting of Shareholders.
3. The power of attorney must be granted in writing under penalty of invalidity and attached to the minutes of the General Meeting of Shareholders.

§ 20

1. The General Meeting of Shareholders may be ordinary or extraordinary.
2. An ordinary General Meeting of Shareholders should be held no later than 6 months from the end of the financial year.
3. The General Meeting is convened by the Management Board.
4. The Supervisory Board has the right to convene an ordinary General Meeting of Shareholders if the Management Board has not done so within the period specified in paragraph 2.
5. An extraordinary General Meeting of Shareholders is convened if the bodies or persons authorized to convene General Meetings deem it appropriate.
6. The Supervisory Board has the right to convene an Extraordinary General Meeting of Shareholders whenever it deems it appropriate, and the Management Board does not convene the Meeting within 2 (two) weeks of the Supervisory Board's request.
7. A shareholder or shareholders representing at least 1/20 (one-twentieth) of the share capital may request the convening of an Extraordinary General Meeting and the inclusion of specific matters on the agenda of that meeting. If, within two weeks from the date of submitting the request to the Management Board, the Extraordinary General Meeting is not convened, the registration court may authorize the shareholders requesting it to convene the Extraordinary General Meeting. The court appoints the chairman of that meeting.
8. The publication in which company announcements will be made is "Monitor Sądowy i Gospodarczy" (Court and Economic Monitor). The General Meeting of Shareholders is convened by announcement in "Monitor Sądowy i Gospodarczy", and additionally, an announcement is 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 notices should specify the day, time, and place of the General Meeting of Shareholders and the detailed agenda.
9. The General Meeting of Shareholders may adopt resolutions also without formal convocation, if the entire share capital is represented, and no one present objects to holding the General Meeting or including individual matters on the agenda.
10. Only matters included in the agenda are considered at the General Meeting of Shareholders. On matters not included in the agenda, resolutions may only be adopted on condition that the entire share capital is represented and no one present objects to the adoption of the resolution.
11. General Meetings of Shareholders are held at the company's registered office.
12. Participation in the General Meeting using electronic means of communication is permissible. Such participation includes, in particular:
    1. real-time transmission of the General Meeting proceedings;
    2. real-time two-way communication, allowing shareholders to speak during the General Meeting proceedings while being in a place other than the place of the General Meeting, and
    3. exercising voting rights in person or by proxy before or during the General Meeting.
13. The Supervisory Board shall define the detailed rules for participation in the General Meeting using electronic means of communication in a regulation. The regulation may not specify requirements and restrictions that are not necessary for identifying shareholders and ensuring the security of electronic communication.

§ 21

1. The General Meeting of Shareholders is valid if at least 50% of the share capital is represented, unless the provisions of the commercial companies code state otherwise.
2. The General Meeting is chaired by the Chairman elected by that Meeting.
3. The General Meeting is opened by the chairman of the Supervisory Board or his deputy, and then a chairman is elected from among the persons 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:

1. consideration and approval of the report, balance sheet, and profit and loss account for the previous financial year,
2. decision on the distribution of profit and the method of covering losses,
3. discharge of the Company's authorities from their duties,
4. amendment of the Company's Articles of Association and increase or decrease of the share capital,
5. determining the remuneration of Supervisory Board members,
6. disposal or lease of the enterprise or its organized part and their encumbrance, in particular the establishment of a limited property right on them,
7. issuance of bonds and other debt securities,
8. (deleted)
9. consideration of matters submitted by the Management Board or the Supervisory Board,
10. creation and liquidation of special purpose funds,
11. other matters provided for by the provisions of the commercial companies code and these Articles of Association,
12. (deleted)

§ 23

1. Resolutions of the General Meeting of Shareholders are passed by an absolute majority of votes, unless the provisions of these Articles of Association or the commercial companies code specify stricter conditions for passing a resolution.
2. Resolutions of the General Meeting of Shareholders are passed by a ¾ (three-fourths) majority of votes cast if they concern:
   1. increase or decrease of the share capital,
   2. amendment of the company's articles of association,
   3. merger of the company with another company or division of the company,
   4. dissolution or liquidation of the company,
   5. issuance of bonds, convertible bonds, and bonds with pre-emptive rights to subscribe for shares,
   6. disposal of the enterprise,
   7. change of the company's business purpose,
   8. redemption of shares.
3. The consent of all shareholders is necessary for adopting a resolution changing the articles of association by increasing shareholders' obligations or reducing rights granted personally to individual shareholders to whom they apply.
4. 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

1. The Supervisory Board consists of 3 (three) to 8 (eight) members, including the Chairman, Vice-Chairman or Vice-Chairmen, and other members of the Supervisory Board, from among whom a Secretary of the Supervisory Board may be appointed. The Supervisory Board acts in accordance with the regulations it adopts, which define the organization and manner of performing duties by the Supervisory Board.

The members of the Supervisory Board shall be appointed and dismissed by the General Meeting of Shareholders of the Company. The members of the Supervisory Board shall elect the Chairman, Vice-Chairman or Secretary of the Supervisory Board from among themselves.

The term of office of the Supervisory Board shall be 5 (five) years, with the term of office of the first Supervisory Board being 1 (one) year. In place of a member of the Supervisory Board who has resigned or in place of a deceased member of the Supervisory Board, the Supervisory Board may elect a new member (co-opt) to the Supervisory Board for the duration of that term of office. Such newly elected members of the Supervisory Board should be presented for approval at the next General Meeting. The mandates of the members of the Supervisory Board shall expire on the date of the General Meeting approving the report, balance sheet, and profit and loss account for the last year of their office.

§ 25

1. The competences of the Supervisory Board are specified by the provisions of the Commercial Companies Code and the provisions of these Articles of Association.
2. (deleted)
3. The Supervisory Board shall exercise continuous supervision over the Company's operations in all branches of the enterprise.
4. The scope of activity of the Supervisory Board includes, in particular:
   1. suspending members of the Management Board from their duties for important reasons,
   2. submitting recommendations to the General Meeting of Shareholders regarding the directions of the company's operations,
   3. reviewing monthly balance sheets with the right to make comments and demand explanations from the Management Board,
   4. inspecting the company's accounting books and cash registers at any time at its discretion,
   5. examining the balance sheet and the profit and loss account at the end of each financial year for compliance with the books and documents and the factual state,
   6. examining the Management Board's report and proposals regarding the method of profit distribution or loss coverage, and submitting an annual written report on the results of the above examination to the General Meeting,
   7. determining the remuneration of Management Board members employed on the basis of an employment contract or other agreement,
   8. delegating members of the Supervisory Board to temporarily perform the duties of Management Board members who have been dismissed, resigned, or for other reasons cannot perform their functions,
   9. giving consent to the conclusion, termination, extension, and amendment of agreements by the Company exceeding a net value of PLN 2,000,000.00 (two million zlotys),
   10. 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 senior first team coaching staff, where the coaching staff refers to the head coach, assistant coach, assistant coaches of the Wisła Kraków football team, exceeding a net value of PLN 1,000,000.00 (one million zlotys),
   11. selecting an auditor to audit the Company's balance sheet,
   12. submitting a report on the activities of the Supervisory Board for the previous financial year to the General Meeting of Shareholders.

§ 26

1. Meetings of the Supervisory Board shall be convened and their agenda set by the Chairman of the Supervisory Board or the Vice-Chairman of the Supervisory Board.
2. The work of the board shall be directed by the Chairman, and in his absence, by the Vice-Chairman of the Supervisory Board, and in their absence from the meeting, the members of the Supervisory Board present shall elect a meeting chairman from among themselves.
3. Meetings of the Supervisory Board shall be held at least once every 3 (three) months.
4. Members of the Supervisory Board may participate in adopting resolutions of the board by casting their vote in writing through another member of the Supervisory Board. Written votes cannot be cast on matters introduced to the agenda at the Supervisory Board meeting.
5. The Supervisory Board adopts resolutions if at least half of its members are present at the meeting and all its members have been invited.
6. Resolutions of the Supervisory Board shall be passed by a majority of votes of the members of the Supervisory Board present at the meeting. In the event of a tie, the vote of the Chairman of the Supervisory Board shall prevail.
7. The Supervisory Board may adopt resolutions in writing or using means of direct long-distance communication. A resolution is valid if all members of the Supervisory Board have been informed of the content of the draft resolution.
8. Members of the Supervisory Board may receive remuneration for performing their duties in the amount determined by the General Meeting of Shareholders.
9. The Supervisory Board operates based on these Articles of Association and the regulations of the Supervisory Board. The regulations of the Supervisory Board are adopted independently by the Supervisory Board.
10. Minutes of the Supervisory Board meetings should be kept. The minutes are signed by the meeting chairman and the present members of the Board. The minutes should list the members participating in the meeting and state the manner of conducting and the result of the voting. The minutes should be collected in a minute book. Separate opinions of present members and later objections submitted by members absent from the Supervisory Board meeting should be attached to the minutes.
11. (deleted)

§ 27

1. The Management Board shall consist of 1 (one) to 3 (three) members.
2. Members of the Management Board shall be appointed and dismissed by the Company's Supervisory Board. The Supervisory Board may entrust a given member of the Management Board with the function of President of the Management Board or Vice-President of the Management Board.
3. Members of the Management Board are appointed for a period of 5 (five) years.
4. The Management Board shall adopt its own internal regulations in the form of a resolution.

§ 28

1. The Management Board conducts the company's affairs and represents it externally. The right of the Management Board members to represent the company extends to all judicial and extrajudicial acts related to the operation of the company's enterprise, with the exception of matters requiring a resolution of the General Meeting of Shareholders or the Supervisory Board.
2. Resolutions of the Management Board are passed by a majority of votes, and in the event of an equal number of votes, the President of the Management Board's vote decides.

§ 29

The following are authorized to make declarations of will regarding the company's property and non-property rights and obligations, and to sign on behalf of the Company:

1. the sole member of the Management Board in the case of a single-person Management Board, and
2. the President of the Management Board acting alone, or two members of the Management Board acting jointly, or one member of the Management Board acting jointly with a commercial 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 an agreement between the Company and a member of the Management Board, as well as in a dispute with him, the Company shall be represented by the Supervisory Board or an attorney appointed by a resolution of the General Meeting. The Supervisory Board, based on a resolution, may authorize one of its members to conclude an agreement between the Company and a member of the Management Board.

§ 32

All regulations concerning the internal organization of the Company are adopted by the Management Board.

§ 33

1. The accounting year lasts 12 months, with the proviso that the accounting year commencing on January 1, 2021, ends on June 30, 2022. Starting from July 1, 2022, the accounting year begins on July 1 of a given calendar year and ends on June 30 of the following year.
2. The first accounting year shall commence on the date of registration of the company and end on December 31, 1998.

§ 34

The Company's own financial resources consist of:

1. share capital,
2. reserve capital,
3. contingency capital.

§ 35

1. The company's Management Board is obliged to prepare and submit to the Supervisory Board within three months after the end of the accounting year the following documents for that year:
   1. the balance sheet as of the last day of the year,
   2. the profit and loss account,
   3. a detailed report on the company's activities (annual report) along with a proposal for the distribution of profits or the method of covering losses.
2. The above documents shall be signed by all members of the Management Board, and a refusal to sign shall be justified in writing.
3. The information obligation referred to in art. 3801 §1-2 of the Commercial Companies Code is excluded.

§ 36

Distributable profit may be allocated to:

1. reserve capital,
2. investments,
3. dividends for shareholders,
4. other purposes determined by a resolution of the General Meeting of Shareholders.

§ 37

Shareholders have the right to participate in the annual profit, provided that the General Meeting of Shareholders allocates it for distribution.

§ 38

The dissolution of the company is caused by:

1. a resolution of the General Meeting,
2. declaration of bankruptcy,
3. other circumstances and legal acts prescribed by law.

§ 39

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