CHAPTER I
GENERAL PROVISIONS

The Management Board shall represent the Company outside and shall manage the Company matters. In particular the Management Board shall plan, organise and manage the Company’s activities.

The Management Board shall act within the limits resulting from the provisions of law, Articles of Association and resolutions of the General Meeting and Supervisory Board.

The members of the Management Board shall be subject to liability for their activities pursuant to the provisions of law, regardless of the possible liability on the personal work for the Company on the basis of agreements concluded with the Company.

CHAPTER II
COMPOSITION OF THE MANAGEMENT BOARD

1. The Management Board shall be composed of 3-5 (three to five) members, including President and Vice-Presidents. The single members of Management Board shall be elected by the Supervisory Board of the Company for common term of 5 (five) years, from among the shareholders or apart from them.
2. The member of the Management Board may be dismissed from the Management Board before the termination of the term or suspended in his activities only due to important reasons which are:
   1)the reasons stipulated in the provisions of law resulting in unacceptability to hold the position of the member of the Management Board of joint-stock company;
   2)continuous incapability to hold the position of the member of the Management Board lasting for at least 6 months.
3. The dismissal of the member of the Management Board shall not breach his rights resulting from the concluded employment agreement.
4. The member of the Management Board suspended in performing activities cannot carry out the Company’s matters or represent it.
5. The mandate of the member of the Management Board shall expire with the moment of his death or his resignation without the need to dismiss him.
6. Filing resignation by the member of the Management Board shall be made in writing otherwise null and void. The resignation of the member of the Management Board shall be submitted to the Chairman of the Supervisory Board.

CHAPTER III
REPRESENTATION

The Management Board shall represent the Company in relations with courts, bodies of government and local government and other offices as well as with business partners and other parties.

1. The Management Board of the Company can appoint proxies. The proxy can be single or joint.
2. Each member of the Management Board may recall the proxy.
3. The Management Board may grant special authorisations and authorisations of particular kind.

1. Two members of the Management Board or one member of the Management Board with a proxy or power of attorney holder shall act jointly within the granted authorisation when incurring the property liabilities with the value exceeding 1/100 of the share capital of the Company. In all other matters each member of the Management Board may act on his own.
2. The declarations made to the Company and handing the correspondence may be performed to one member of the Management Board or a proxy. Written declarations and letters to the Company shall be deemed as properly served by handing them in the secretary office of the Company's Management Board.

In the agreements between the Company and the members of the Management and in disputes with them, the Company shall be represented by the Supervisory Board or a proxy appointed by the resolution of the General Meeting.

CHAPTER IV
COMPETENCES OF THE MANAGEMENT BOARD

1. The competences of the Management Board shall include all activities not restricted to the General Meeting or Supervisory Board.
2. The competences of the Management Board shall first of all include planning of Company's development and its resources, carrying out matters of strategic character and the matters exceeding the ordinary scope of activities, as well as organisation and supervision on the whole Company.
3. The Management Board may entrust the persons holding the relevant qualifications and vocational preparation with the management of matters from the scope of ordinary business activity of the Company.

The Management Board shall be obliged to perform all activities the Company is obliged to perform pursuant to the applicable provisions of law, in particular in the scope of:

• Registration duties;
• Ensuring keeping the share book (registered share book);
• Ensuring proper keeping of the Company's accounting;
• Ensuring the examination of the financial statements by the entity authorised to carry out such examination, selected by the Supervisory Board at the request of Management Board;
• Reliable and timely performance of duties stipulated in the provisions regarding the public companies in the meaning of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.

1. The Management Board shall be obliged to present to the Supervisory Board after each financial year end and before convening the General Meeting the following documents for the preceding financial year:
   1)financial statements,
   2)report on the Company's activity.
2. The Management Board shall be obliged to convene the General Meeting by the 30 June (thirty June) at the latest after the end of each financial year.
3. The Management Board shall convene the Extraordinary General Meeting at the request of the Supervisory Board or the shareholders representing at least 5% of the Company's share capital, subject to the requirements stated in the Articles of Association and the provisions of law.
4. The Extraordinary General Meeting can be convened upon own initiative.

1. The President shall manage the activities of the Management Board, and during his absence - the designated Vice-President of the Management Board.
2. The division of duties among single members of the Management Board shall be made at the request of the President of the Management Board in form of a resolution.

CHAPTER V
THE MEETINGS OF THE MANAGEMENT BOARD

For the meetings of the Management Board the matters shall be filed, which in particular require taking decision in form of the Management Board resolution, are untypical, exceed the ordinary scope of activities or require the presentation to the Supervisory Board or the General Meeting, as well as other matters which are determined by the President of the Management Board.

1. The meetings of the Management Board shall be held as needed. The President of the Management Board shall convene and manage them and in case of his absence - the Vice-President.
2. The members of the Management Board, proxies and the Chief Accountant shall take part in the Management Board meetings. The persons invited by the person chairing the meeting may take part in the Management Board meetings.

The persons taking part in the meetings shall be obliged to keep confidential all matters being the agenda of the meetings, otherwise subject to legal consequences, and in particular the liability stipulated in the Act on Trading in Financial Instruments.

1. The presence of at least half of the members of the Management Board, including the person managing the meeting, shall be required for the validity of the resolution being taken during the Management Board meetings.
2. Resolutions shall be passed by the absolute majority votes. In case of equal number of votes the vote of the President of the Management Board shall be the casting vote. The member of the Management Board voting against the resolution may require marking that circumstance in the minutes.
3. In the event of conflict of interest of the Company with the personal interest of the member of the Management Board, his spouse, next of kin and relatives up to the second degree, with whom he is related personally, the member of the Management Board shall refrain from deciding in these matters and can require to state that in the minutes.

1. The minutes of the meeting of the Management Board shall be prepared. The minutes should reflect the course of meeting and in particular include: subsequent number, date and place of meeting, the names and surnames of persons present during the meeting, the agenda of the meeting, brief presentation of the meeting course, the content of the resolutions passed, number of votes "for", "against" and "abstentions" given during single resolution, separate opinions.
2. The minutes shall be signed by all present members of the Management Board.
3. Minutes shall be kept in the minutes book of the Management Board, with their confidentiality ensured.
4. The right to view the books of the Management Board minutes shall have only members of the Management Board, members of the Supervisory Board, external control bodies within the scope resulting from the applicable provisions of law as well as other persons if they were granted a written consent of the President of the Management Board, subject to prior submission of declaration on confidentiality, which shall be attached to the book of minutes with the note on the date and scope of making it available.

CHAPTER VI
FINAL PROVISIONS

Appropriate provisions of the Commercial Companies Code and the Articles of Association shall apply to all matters not governed hereby.

The Rules hereof were passed by the Supervisory Board on 24 May 2011.

These Rules shall be valid as of its passing and shall replace the rules of the Management Board passed by the Supervisory Meeting on 5 September 2002.

The Chairman of the Supervisory Board

prof. Roman Niestrój