Charter of the Urainian Seed Partnership Association

Charter of the Urainian Seed Partnership Association

Charter of the Urainian Seed Partnership Association

APPROVED

By the meeting of founders of the Ukrainian Seed Partnership Association

Minutes No 1

Dated 3 February 2011

1. General Provisions

1.1. Ukrainian Seed Partnership Association, further referred to as the Association, established by the meeting of founders (Minutes No1 dated 3 February 2011), is an economic entity (economic association), acting on the basis of this Charter, Memorandum of Association, Civil Code of Ukraine, Economic Code of Ukraine and other laws and regulations.

1.2. Name of the Association:

- in Ukrainian: АСОЦІАЦІЯ "УКРАЇНСЬКЕ НАСІННЄВЕ ТОВАРИСТВО";

- in Russian: АССОЦИАЦИЯ "УКРАИНСКОЕ СЕМЕННОЕ ТОВАРИЩЕСТВО";

- in English: Ukrainian Seed Partnership Аssociation;

Short name of the Association in English:

-USP Аssociation.

1.3. Location of Association: 03038, Kyiv, Yamska street, building 32.

1.4. The Association shall be established and shall act on the basis of voluntariness, equality of its members, self-governance, legitimacy and transparency.

The Association shall not be entitled to interfere with economic activities of its Members.

The Association shall be established as contractual union, which shall not be an economic partnership or enterprise.

1.5. The Association is non-profitable organization. The Founders and Members of the Association shall not receive any direct profit (dividends) from the declared activities of the Association.

1.6. Activities of the Association shall expand within and beyond Ukraine.

1.7. The enterprises – members, which joined the Association during its establishment, shall be its founders. The Agreement about establishment and activities of the Association shall enable accession of any legal entity, which meets requirements, set by the charter documents of the Association and which shares and supports principles and aim of establishment of the Association, expands its opportunities and deepens internal specialization.

1.8. The Members shall retain economic independency and rights of the legal entity in accordance with their Charters and current Ukrainian legislation.

1.9. Activities of the Association shall be financed only at the expense of accession fee and membership fee of the Founders (Members) and other sources in accordance with current legislation.

2. Legal Status of the Association

2.1. The Association shall be a legal entity which has its own round seal, stamps with its name, letterheads and its symbols, samples of which shall be approved by the Association's Director and registered in the established order. The Association shall have all rights and bear liability with regard to its obligations under current Ukrainian legislation. The Association shall not be liable for the obligations of the state, and the state shall not be liable for the obligations of the Association. The Association shall not be liable for the obligations of its Members, and the Members shall not be liable for the obligations of the Association.

2.2. The Association shall be entitled to act as a claimant, defendant or the third person in the court.

2.3. The Association shall be liable for its obligations to the extent of its property, which can become the object of forfeiture in accordance with Ukrainian legislation.

2.4. According to the resolution of its highest governing body the Association shall have right to establish affiliates, representative offices or separate branches, both within and beyond Ukraine, their activities shall comply with Charter tasks of the Association, in the order set by the current legislation of Ukraine, legislation of corresponding states and norms of international treaties. The Affiliates, representative offices and other separate branches of the Association shall be opened without establishment of legal entity.

2.5. The Association shall own property, transferred to it by the Members in the established order in order to ensure functions in accordance with this Charter, and received on legal basis from other persons.

2.6. Performing its activities the Association shall not act as entrepreneur and shall not conclude any agreements (contracts) with regard to common entrepreneurial activities and shall not be a cofounder of economic entity and shall not perform control or management. The Association shall be established and act in order to represent interests of its Founders (Members), it shall be maintained only at the expense of contributions of Founders (Members) and shall not perform economic activities, except for receipt of passive revenues.

3. Aim and Task of the Association

3.1. The Association aims at coordination of economic activities of the Members without right to interfere with their production and commercial activities and to take managerial solutions.

3.2. Subject (task) of Association’s activities is coordination of members’ activities with regard to the following questions exclusively:

3.2.1. In the sphere of technical information and education of the Association’s members, in particular:

- Clarification of purposes of the Association through organization of lectures, discussions, workshops and conferences, speeches in mass media, consultations, involvement of local and foreign specialists-consultants with regard to selection, production of seeds and associated issues.

- Spreading of scientific achievements, technical tasks, advanced experience about efficient technologies, introduction of measures for reduction of expenditures, environmentally friendly technologies in the sphere of selection, production of seeds and associated spheres;

- Formation of the system of professional training of the Members’ personnel, regular publication of information about work of Association and its Members, about problems of the industry, foreign experience in the sphere of selection, seeds’ production and associated spheres;

- Organization of analytical work with regard to management and marketing on the markets and regular distribution of the results of these works between Members of the Association;

- Provision of methodological assistance to the Members of the Association when removing drawbacks in the work or improving qualification of the Association’s Members.

3.2.2. Provision of information, in particular:

- collection from the Members of the data only about production, production capacity etc, in order to research the market and distribute them in generalized form at least in a month after collection, under conditions that it is not possible to use these data against the Members of the Association and/or competitors.

3.2.3. In the sphere of standardization, in particular:

- promotion of increase in efficiency of the selection area and seeds production, only thought development, discussion, introduction of proposals regarding reasonable types of classifiers, quality standards of seeds production, operational reliability and safety, ecological standards.

3.2.4. Relations with the authorities and between the Members, in particular:

- cooperation with the authorities only with regard to the issues of legal regulation of general basis of functioning on the involved market of seeds production;

- protection of interests of the Association’s Members in the state authorities and other organizations both within and beyond Ukraine;

- assistance in creation of conditions for entry of the Association’s Members on the foreign markets.

3.3 The Association shall not allow to have decisive influence upon economic

3.4 activity of the founders (members) or approve their competitive behavior.

The Association and its members shall not make any coordinated actions, which can limit competition between the Members of the Association, in particular coordinated actions, which concern:

- price, at which the goods are sold;

- amount of produced goods;

- standard formula for price calculation ;

- support of set correlation between prices for competing but not similar goods;

- cancellation of discounts for the price or setting of unified discounts;

- credit agreements which cover the buyers;

- not reducing the price without preliminary notification of all other members of the coordinated actions;

- purchase of surplus amount of goods, offered at low price (in order to support higher price for the goods);

- appointment of single sales agent, who can manage sales volume of all members of the coordinated actions;

- distribution of purchases between members of the coordinated actions;

- distribution of territory, purchase or sale of goods between the members of the coordinated actions.

3.5. Activities of the Association must comply with principles, stipulated in the documents of the International Seed Testing Association (ISTA), The International Union for the Protection of New Varieties of Plants (UPOV) , and schemes of varieties certification, intended for international trade, Organization for Economic Co-operation and Development (OECD).

4. Founders of the Association

4.1. Founders of the Association are:

- Limited Liability Company “DON-FORT” (located at the address: 02100, Kyiv, Ivana Dubovoho street, building 37, identification number 30862034, registered on 04.04.2000 by Dniprovska regional State Administration in Kyiv City, number of record about registration of data about the legal entity in the Unified State Registry 1067120 0000 001275).

- TheV.M.Remeslo Myronivka Instytute of Wheat of the National Academy for Agrarian Sciences of Ukraine (location: 08853, Kyiv oblast, Myronivskyi region, village Tsentralne, identification number 00496863, registered on 28.12.1998 by Myronivska regional State Administration of Kyiv Oblast, number of record in the Unified State Registry about replacement of certificate on state registration 1341105 0004 000332)

- Limited Liability Agrarian Company “Ukrainske Nasinnya” (located at the address: 64032, Kharkiv oblast, Kehychivskyi region, village Krasne, identification number 30773793, registered on 08.02.2001 by Kehychiv regional State Administration of Kharkiv Oblast, number of record in the Unified State Registry about replacement of certificate on state registration 1461 120 0000 000253)

- Limited Liability Agrarian Company “Sady Ukrainy” (located at the address: 64032, Kharkiv oblast, Kehychivskyi region, village Krasne, identification number 20212313, registered on 29.07.1993 by Kehychiv regional State Administration of Kharkiv Oblast, number of record about registration of data about the legal entity in the Unified State Registry 1461 120 0000 000078)

- Institute for Physiology of Plants and Genetics under the National Academy of Sciences of Ukraine (located at the address: 03022, Kyiv, Vasylkivska street, building 31/17, identification number 05417242, registered on 28.04.1994 by Holosiyivska regional State Administration in Kyiv City, number of record about registration of data about the legal entity in the Unified State Registry 1068120 0000 007250).

- Closed Joint-Stock Company with Foreign Investments “EKOPROD A.T.” (Located at the address: 85700, Donetsk oblast, Volnovakha region, Volnovakha town, Vorovskoho street, building 16, identification number 23981928, registered on 17.05.1996 by Volnovakha regional State Administration of Donetsk Oblast, number of record in the Unified State Registry about registration of data 1239120 0000 000276)

- Limited Liability Agrarian Company “Astarta-Kyiv” (located at the address: 04070, Kyiv, Pochaynynska street, building 38/44, identification number 19371986, registered on 02.03.1993 by Pechersk Regional State Administration in Kyiv, number of record about replacement of certificate 1070105 0004 004955)

- Limited Liability Company “TRADING HOUSE “UKRAGROPROM” (located at the address: 04060, Kyiv, Schuseva street, building 36, identification number 36529168, registered on 15.07.2009, by Shevchenkivska Regional State Administration in Kyiv, number of record in the Unified State Registry 1074102 0000 034071)

- Association “Ukrsortnasinnyeovoch” (located at the address: 03151, Kyiv, Narodnoho Opolchennya street, building 15, identification number 00488823, registered on 27.11.1991 by Shevchenkivska Regional State Administration in Kyiv, number of record in the Unified State Registry about replacement of certificate 1074107 0005 011649)

- “Ukrainian Association of Producers and Processors of Soya-beans” (Located at the address: 08321, Kyiv oblast, Boryspilskyi region, village Chubynske, Vystavkova street, building 1, identification number 32792307, registered on 31.12.2003 by Boryspilska regional State Administration of Kyiv Oblast, number of record in the Unified State Registry about replacement of certificate on state registration 1330120 0000 001299)

- Private enterprise “Terra-Yug” (located at the address: 54056, Mykolayiv oblast, Mykolayiv city, proepekt Myru, building 19Б, apartment 42,identification code 30126119, registered on 14.10.1998 by Executive Committee of Mykolayiv City Council, number of record in the Unified State Registry about replacement of certificate on state registration 1522120 0000 015138)

- Closed Joint-Stock Venture “SELENA” (located at the address: 67624, Odesa oblast, Bilyaivka region, village Dachne, Garkavogo street, building 5, identification number 30818912, registered on 29.03.2000 by Bilyaivka regional State Administration of Odesa Oblast, number of record 1531120 0000 000018)

- Limited Liability Agrarian Company “Kolos” (located at the address: 09051, Kyiv oblast, Skvyra region, village Pustovarivka, ploscha Vatutina, building 18A, identification number 03754120, registered on 21.03.2000 by Skvyra regional State Administration of Kyiv Oblast, number of record in the Unified State Registry about replacement of certificate on state registration 1346120 0000 000483)

- Limited Liability Company “Science and production agrarian corporation “Stepova” (located at the address: 49000, Dnipropetrovska oblast, Dnipropetrovsk city, Kalynova street, building 3, identification number 32193229, registered on 24..06.2004 by Synelnykivska Regional State Administration of Dnipropetrovsk oblast, number of record in the Unified State Registry about replacement of certificate on state registration 1216107 0010 000018)

- Limited Liability Company “Agrarian Trade Hose “Ukrainian Genetic Company” (Located at the address 61125, Kharkiv oblast, Kharkiv city, Vaschenkivskyi provulok, building 2, identification number 31942068, registered on 25.04.2002 by the Executive Committee of Kharkiv City Council, number of record about registration of data about the legal entity in the Unified State Registry 1480120 0000 011604)

- Limited Liability Company “YEVROSTANDART (located at the address: 61010, Kharkiv city, Vaschenkivskyi provulok, building 2, identification number 32943476, registered on 18.05.2004 by the Executive Committee of Okhtyrka City Council of Sumy Oblast, number of record in the Unified State Registry 1630107 0017 000626).

- Institute for oilseed crops of the National Academy of Agrarian Sciences of Ukraine (Located at the address: 70417, Zaporizhya oblast, Zaporizhya region, village Sonyachne, Instytutska street, building 1, identification number 01296051, registered on 23.12.1994 by Zaporizhya regional State Administration of Zaporizhya Oblast, number of record in the Unified State Registry about replacement of certificate on state registration 1085107 0008 000504)

- Limited Liability Agrarian Company “SUMY-NASINNYA” (located at the address: 42343, Sumy oblast, Sumy region, village Sad, Zaozerna street, building 39, identification number 02888981, registered on 05.12.2007 by Sumy regional State Administration of Sumy oblast, number of record in the Unified State Registry 1623145 0000 000601)

- State enterprise “Research Entity “Askaniyske” of Askaniya State Agricultural Research Station of the National Academy of Agrarian Sciences of Ukraine” (located at the address: 74862, Kherson oblast, Kakhovka region, village Tavrychanka, 40-rokiv Peremogy street, building 16, identification number 00856787, registered on 23.12.1999 by Kakhovka regional State Administration of Kherson Oblast, number of record in the Unified State Registry about replacement of certificate on state registration 1492107 0016 000005)

- Corporation of Vegetable and Potato Growers of Ukraine “UKROVOCHKARTOPLEPROM” (located at the address: Kyiv, Hrushevskoho street, building 10, identification number 30401194, registered on 07.05.1999 by Pechersk Regional State Administration of Kyiv, number of record in registry of registration cases 24526)

- Plant Breeding and Genetics Institute-National Center of Seed and Cultivar Investigation (located at the address: 65036, Odesa oblast, Odesa city, Ovidiopolska doroga, building 3, identification number 00494628, registered on 13.03.2000 by the Executive Committee of Odesa City Council, number of record about registration of data about the legal entity in the Unified State Registry 1556120 0000 016249)

- Private Enterprise “Elite seeds agrarian company “Mriya” (located at the address: 09340, Kyiv oblast, Volodarka region, village Kapustyntsi, Lenina street, building 8, identification number 03753310, registered on 14.03.2000 by Volodarka regional State Administration of Kyiv Oblast, number of record in the Unified State Registry about replacement of certificate on state registration 1335105 0007 000143)

- Additional Liability Company “TEREZYNE” (located at the address: 09133, Kyiv oblast, Bilotserkivskyi region, village Teresyne, Pershotravneva street, building 2, identification number 05407982, registered on 23.12.1991 by Bilotserkivska Regional State Administration of Kyiv Oblast, number of record in the Unified State Registry 1328145 0000 002693)

- Farm “SYAIVO-STRYI” (located at the address: 82421, Lviv oblast, Stryiskyi region, village Lysyatychi, identification code 33650468, registered on 31.10.2005 by Stryi Regional State Administration of Lviv Oblast, number of record about state registration 1410102 0000 000146)

- Small Private Enterprise “ERIDON” (located at the address: 08143, Kyiv oblast, Kyevo-Svyatoshynskyi region, village Knyazhychi, Lenina street, building 46, identification number 19420704, registered on 13.10.1993 by Kyevo-Svatoshynskyi Regional State Administration of Kyiv Oblast, number of record in the Unified State Registry 1339107 0006 001869)

- Limited Liability Agrarian Company “VYSOKI AGRARNI TEKHNOLOGII” (located at the address: 03038, Kyiv, Yamska street, building 28A, identification number 36376609, registered on 12.02.2009, by Holosiivska Regional State Administration in Kyiv, number of record in the Unified State Registry 1068102 0000 024034)

- Institute for Vegetable and Melons Growing of the National Academy of Agrarian Sciences of Ukraine (Located at the address: 62478, Kharkiv oblast, Kharkiv region, village Selektsiyne, Instytutska street, building 1, identification number 00497124, registered on 29.01.2004 by Kharkiv regional State Administration of Kharkiv Oblast, number of record in the Unified State Registry about replacement of certificate on state registration 1471105 0007 000622)

- LIMITED LIABILITY COMPANY “UKRAINIAN HUNGARIAN SEEDS COMPANY” (located at the address: 51100, Dnipropetrovsk oblast, Magdalynivka region, village Magdalynivka, Naberezhna street, building 39, identification number 36414333, registered on 05.08.2009 by Magdalynivka Regional State Administration of Dnipropetrovsk Oblast, number of record in the Unified State Registry 1206102 0000 000607)

5. Membership in the Association

5.1. The Association is free for accession (withdrawal) of new Members. The Members of the Association may be enterprises, organizations, institutions, economic entities, contractual unions, and other legal entities, except for cases, stipulated by the legislation of Ukraine, which establish and perform their activities in accordance with Ukrainian legislation, have corresponding licenses and agree to support and fulfill Charter purposes of the Association and obligations, stipulated by the Charter documents of the Association, which applied for accession to the Association and paid accession fees. Membership in the Association is performed on non-discrimination basis.

5.2. Foreign legal entities and international organizations, which support and implement Charter of the Association can be Members of the Association on equal terms with national legal entities in accordance with current Ukrainian legislation.

5.3. Founders of the Association, which took decision to create the Association, after state registration of the Association, become Members of the Association.

5.4. All Members of the Association enjoy equal rights of the Members of the Association and are obliged to fulfill similar duties of the Members of the Association.

5.5. Resolution about acceptance of the Association’s Members shall be taken by the General Meeting of the Members of the Association on the basis of the proposal put forward by the Director of the Association about acceptance of the legal entity as a Member of the Association and written application of the legal entity about accession to the Association, which in written form confirms agreement with the Charter of the Association and obligation to implement the Charter and resolutions of the General Meeting of the Members of the Association and Council of the Association.