SUEX OTC Sro - Prague Articles of Incorporation
SUEX OTC Sro - Prague Articles of Incorporation
SUEX OTC Sro - Prague Articles of Incorporation
written on 6.9.2018 (in words: on the sixth of September of the year two thousand and eighteen) on behalf of JUDr. Jiří
Pražák, a notary based in Prachatice, his deputy appointed pursuant to Section 24
of the Notary Code Mgr. Martina Bauer, a notary candidate, on site and during
holding an official day in the office at Prague 1, Old Town, Rybná 732/25, postal code 110
00. ------------------------------------------------ -------------------------------------------------- --------------
AND.
First: Partners ---------------------------------------------- --------------------------------------------
The partners of the company are: ---------------------------------------------- --------------------------------
1) Mr Egor Petukhovsky, born April 8, 1985, residence as declared by the Republic of Belarus,
Vitebsk, Čkalova 29/1/74 (hereinafter also referred to as " Egor Petukhovsky " in the articles of association ),
2) Mr Maksim Subbotin, b. May 3, 1987, residence according to the declaration of the Russian Federation,
Moscow, 40 years Oktjabja 20/15 (hereinafter in the social contract also referred to as “ Maksim
Subbotin '), ---------------------------------------------- ------------------------------------------------
Page 2
3) Mr Ildar Zakirov, born July 29, 1988, residence according to the declaration of the Russian Federation,
Magnitogorsk, Domenshikov 23/1/40 (hereinafter in the articles of association also referred to as “ Ildar
Zakirov ”), ---------------------------------------------- -------------------------------------------------- ---
4) Mr Vasilii Zhabykin, b. 7/13/1981, residence according to the declaration of the Russian Federation,
Moscow, Polotskaya 3 (hereinafter also referred to as “ Vasilii Zhabykin ” in the articles of association), -------
under the conditions stipulated by this Articles of Association, Act No. 90/2012 Coll., on
companies and cooperatives (Act on Business Corporations) in force
wording (hereinafter also in the Articles of Association also referred to as “ ZOK ”), and Act No. 89/2012 Coll., Civil
Code, as amended (hereinafter in the Articles of Association also referred to as " Trademarks "). -----------------------
Second: Business name, registered office and duration of the company --------------------------------------
1) Company name: SUEX OTC sro ----------------------------------------- ------------
2) Registered office: Prague. -------------------------------------------------- ----------------------------
3) The company was established for an indefinite period . -------------------------------------------------- -
Third: The subject of the company's business (activities) ----------------------------------------- --------
The subject of business (activities) of the company is: ------------------------------------------ ------------
1) production, trade and services not listed in Annexes 1 to 3 of the Trade Licensing Act
with fields of activity No. 1 to 79 , ----------------------------------------- -----------------------------------
2) rental of real estate, apartments and non-residential premises. ------------------------------------------
Fourth: The registered capital of the company -------------------------------------------- ---------------------
1) The share capital of the company is the sum of all shareholders' deposits and amounts to CZK 100,000
(in words: twenty thousand Czech crowns). -------------------------------------------------- ----------------
2) The minimum amount of the partner's deposit is CZK 1 (in words: one Czech crown). -----------------
Fifth: Shares of shareholders, rights and obligations associated with it and the amount of the deposit
for the share of the partner ----------------------------------------------- -------------------------------------------
1) The share of a partner represents the share of the partner in the company and from this participation
ensuing rights and obligations. -------------------------------------------------- ---------------------
2) There is only one type of share in the company , and that is the basic share, with which they are not
associated with no special rights or obligations. -------------------------------------------------- ---
3) Each partner can own only one share . -------------------------------------------
4) The partner Mr. Egor Petukhovsky has a contribution to the registered capital of 40,000
CZK (in words: forty thousand Czech crowns), which corresponds to a basic share of size
40% (in words: forty percent). This basic share is referred to as basic share 1.
The partner Mr. Maksim Subbotin has a contribution to the registered capital of 25,000.
CZK (in words: twenty - five thousand Czech crowns), which corresponds to the basic share of
Size 25% (in words: twenty five percent). This basic share is referred to as
basic share 2. ---------------------------------------------- -----------------------------------------
The partner, Mr. Ildar Zakirov, has a contribution to the registered capital of CZK 25,000
(in words: twenty-five thousand Czech crowns), which corresponds to a basic share of size
25% (in words: twenty-five percent). This basic share is marked as basic
share 3. ----------------------------------------------- -------------------------------------------------- -
Page 3
Third party
The partner Mr. Vasilii Zhabykin has a contribution to the registered capital of 10,000, -
CZK (in words: ten thousand Czech crowns), which corresponds to a basic share of size
10% (in words: ten percent). This share is referred to as share 4.
The issue of master sheets is not permitted. -------------------------------------------------- ----
5) If the share in co-ownership is more than one person , then the co-owners are common
partners of the company and the share is managed towards the company only by the administrator of the common cause.
6) Share transfer ------------------------------------------------ ----------------------------------------
Upon death or dissolution of the partner, his share in the company passes to the heirs or
legal successor. -------------------------------------------------- ---------------------------------
7) Share transfer ------------------------------------------------ -----------------------------------------
A partner may, by contract, transfer his share or part thereof to another partner
without the consent of the General Meeting and to a person other than the partner with the consent
general meeting. The partner has a pre-emptive right to the share of the other partner.
The shareholder is obliged to notify the remaining shareholders in the event of a transfer
share or part thereof to a third party, identity of this person, share price, size
share, collateral, scope of guarantees and other conditions of this transfer. The companion has
the obligation to inform, upon written notification, whether to repurchase the share for
offered conditions, within thirty days from the date of the transfer
learned. If the other partners do not exercise their pre-emption right, they are
entitled to require the shareholder whose share is transferred to ensure the possibility
transfer of all other shares in the company to this third party at the same time
the transferred share under the same conditions as the transfer
realized. -------------------------------------------------- --------------------------------------------
8) Suspension of a share ------------------------------------------------ --------------------------------------
The share may be the subject of a lien. The share can be stopped for the same
the conditions under which it can be transferred. -------------------------------------------------- -----------
9) If a company becomes a one- member company , to arrange this social
contracts restricting the transferability or suspension of a shareholding, for as long as
one-man company, does not take into account. -------------------------------------------------- ----------
10) The division of a share is possible only upon its transfer or transfer to the heirs or
legal successor of the partner. General approval is required for the distribution of the share
piles. -------------------------------------------------- ----------------------------------------------
11) The shareholders shall participate in the profit determined by the General Meeting for distribution between
partners in proportion to their shares. The share of the profit is paid in cash, but it can be
also pay in the form of a non-monetary benefit. -------------------------------------------------- -------
12) Upon termination of the shareholder's participation in the company for its duration other than by transfer
share or by awarding a hammer in the enforcement proceedings arises for the partner
the right to settlement (hereinafter also referred to as the “ settlement share ” in the partnership agreement ).
The amount of the settlement share is determined according to the ZOK and is determined by the ratio of the shareholders' shares
in society. However, if the fair value of the asset differs significantly
company from its valuation in accounting, the settlement share is determined according to the assessment
expert appointed by the company. The settlement share is paid in cash, it can be
however, also pay in the form of a non-monetary benefit. -------------------------------------------------- -
Page 4
Page four
13) Upon dissolution of the company in liquidation, the partner has the right to a share in the liquidation
however, the balance , which is paid in cash, can also be paid in non-cash
performance. -------------------------------------------------- -------------------------------------------------
Page 5
Page five
send the draft decision to the address indicated in the list of shareholders or to the
the e-mail address which the partner is obliged to have entered in the list of partners.
The draft decision also contains: --------------------------------------------- ---------------------------
(a) the time limit for receipt of the shareholder's statement by the designated person entitled to convene
a general meeting, which may not be shorter than 15 (fifteen) days; for the beginning of her
the delivery of the proposal to the partner is decisive, ------------------------------------------
(b) the documents required for its adoption. -------------------------------------------------- ---------
If the partner does not deliver the statement to the person entitled to
convening the General Meeting agrees with the draft resolution, it is valid that he does not agree with the draft.
The majority is calculated from the total number of votes of all partners. Decision including date
its acceptance shall be notified to all by the company or the person authorized to convene the general meeting
shareholders without undue delay from the date of its adoption. ----------------------------------
9) Voting at the General Meeting or decision-making outside the General Meeting is permitted
using technical means under conditions which, in accordance with the provisions of ------
ZOK is determined by the statutory body. In particular, the statutory body is entitled to choose the technical
means to ensure sufficient identification of those acting. --------------------------
Page 6
Page six
The founders took note of the affidavits of the executives in accordance with the provisions of § 199
ZOK, as well as a statement of the executives on the ability to perform the function of the company's executive officer.
Fourteenth: The effectiveness of Part II. is bound to comply with the following untying
conditions: ------------------------------------------------ -------------------------------------------------- ---
a) formation of the company, --------------------------------------------- --------------------------------------------
b) full fulfillment of the deposit obligation by the founders or their legal successors. -----------------
By fulfilling the last of the above untying conditions, Part II. expires. ----------------------
III.
I, notary candidate Mgr. Martina Bauerová, I declare that in my opinion: ---------
(a) the legal conduct
legislation referred
and other to in the in
documents, articles of association
particular is in accordance
the Civil Code and with
the Commercial Corporations Act, --------------------------------------------- ------------------
-
Page 7
Page seven
(b) complies with the legal conduct set out in the articles of association
requisites and conditions stipulated by the Act on Public Registers of Legal and
natural persons (No. 304/2013 Coll.) for entry in the public register, --------------------------
c) all formalities have been completed by the legal regulations for the establishment of a business corporation -
limited liability companies required except for the conditions, conditions and
requirements for entry in the public register which, under the relevant legal
regulations have and must be met only after this notarial record has been drawn up. ------------
This notarial record was written about it and after reading it by the representatives of the participants before
by me, a notary candidate, fully approved . -----------------------------------
Mgr. Roman Konvalina, signed
LS
JUDr. Jiří PRAŽÁK Mgr. Martina Bauerová, signed
small coat of arms Deputy JUDr. Jiří Pražák
-4- notary based in Prachatice
NOTARY IN PRACHATICE
Page 17
10
12
13
14
15
16
8
9
11
I confirm that this copy of the notarial record also contains a copy of the notarial attachments
of the record literally coincides with the notarial record written by JUDr. Jiří Pražák,
notary with its registered office in Prachatice on September 6, 2018 under number No. NZ 1437/2018 and his
Annexes No 1, No 2, No 3, No 4 and No 5.