THE REGULATIONS OF THE BOARD OF DIRECTORS
The EuCO European Compensation Centre SA (Joint Stock Company)
seated in Legnica

(the text accepted by the resolution No. 5/2010 of the Board of Directors of the European Compensation Centre S.A. (Joint Stock Company) in Legnica as of 16 August 2010)

I. GENERAL PROVISIONS

§ 1

Pursuant to §27 of the Statute of the European Compensation Centre S.A. one adopts the Regulations of the Board of Directors of the European Compensation Centre S.A. ("the Company”), hereinafter referred to as "the Regulations”.

§ 2

The Board of Directors of the Company, hereinafter referred to as "the Board of Directors” is an organ exercising constant supervision over the activity of the Company in all domains of its activity, working pursuant to the provisions of law in force, including particularly the law of 15 September 2001 - The Commercial Companies Code (The Journal of Laws No. 94, item 1037 with further amendments) and the decisions of the Articles of Association, corporate resolutions and these Regulations.

§ 3

Council members execute their own rights and duties in person.

II. THE COMPOSITION OF THE BOARD OF DIRECTORS

§ 4

The number of members of the Board of Directors and the mode of appointing and recalling its members are defined in The Articles of Association.

§ 5

1. The term of office of members of the Board of Directors lasts two years.
2. Mandates of members of the Board of Directors expire at the latest on the day of holding the Corporate Meeting to confirm the finance statement for the last full working year of the function of the member of the Board of Directors. Mandates of members of the Board of Directors expire also as a result of death, resignation or recalling from the Board of Directors.

§ 6

1. The Board of Directors chooses from its own members a Chairperson, a Vice-Chairperson of the Board of Directors  as well as a Secretary of the Board of Directors.
2. The Board of Directors can at any moment cancel the Chairperson of the Board of Directors, the Vice-Chairperson of the Board of Directors as well as the Secretary of the Board of Directors.
3. The work of the Board of Directors is conducted by the Chairperson of the Board of Directors, and in his/her absence, the Vice-Chairperson. The Chairperson can also transfer the management temporarily to the Vice-Chairperson of the Board of Directors

III. RIGHTS AND DUTIES OF THE BOARD OF DIRECTORS

§ 7

Members of the Board of Directors are obliged to:

a)      participate in meetings of the Board of Directors,

b)      perform supervisory activities to which they were appointed by the Board of Directors,

c)      preserve the secrecy of the course of meetings, unless the Board of Directors decides otherwise. In matters which are official and industrial secrecy included in lists of kinds of messages prepared by the Company pursuant to the binding regulations on protection of secret information and the industrial secrecy, secrecy preservation of sessions is obligatory.

§ 8

1. The scope of activity of the Board of Directors includes performance of permanent supervision over the activity of the company in all domains of its activity, and besides, representing the Company while concluding contracts between the Company and members of the Board of Management and in case of any possible disputes between the Company and members of the Board of Management.

2. The authorizations and duties of the Board of Directors include in particular:

a)      appointing and recalling members of the Board of Directors, including the Chairperson of the Board of Directors, pursuant to $12.1 of the Articles of Association;

b)      determining the number of members of the Board of Directors;

c)      determining the remuneration rules for members of the Board of Directors and rules of employing them;

d)      accepting the Regulations of the Board of Management;

e)      audit of the finance statements of the Company, the report of the Board of management from the activity of the Company, assessment of the situation of the Company and motions submitted by the Board of Management regarding the distribution of profits and the covering losses, as well as submitting to the Corporate Meeting yearly reports from the results of this assessment;

f)       submitting to the Corporate Meeting motions regarding granting vote of approval to members of the Board of Management of the Company;

g)      choosing an expert auditor to execute an audit of the finance statement;

h)      express their agreement to purchasing, disposal or mortgaging a property, perpetual lease, transferable cooperative right or share in these rights;

i)      express their agreement to payment of advance for the account of dividends;

j)      express their agreement to members of the Board of Management being involved in competitive businesses;

k)      accepting plans concerning of the development of the Company.

§ 9

In case of any clash of interests of the Company with any personal business of a member of the Board of Directors, his spouse, relatives and in-laws to the second degree, the member of the Board of Directors should refrain from participation in settlement of such matters and require it to be noted in the minutes.

§ 10

So as to execute its own duties the Board of Directors can examine all documents of the Company, require the Board of Management and employees to present reports and explanations, and perform an inspection of the state of the Company's property. In the event when it requires a special knowledge, qualification or specialist activities, the Board of Directors can oblige the Board of Management to order experts to prepare for it an expertise or an opinion. In such a case the Board of Directors is obliged to ensure that experts mentioned in the previous sentence commit themselves to confidentiality preservation as regards any information obtained in connection with preparation of an expertise or an opinion.

§ 11

1. All agreements concluded with members of the Board of Management of the Company require the written form.
2. An agreement on behalf of the Company is concluded by the Chairperson of the Board of Directors or another member of the Board of Directors, delegated from among its members by way of a resolution, pursuant to § 16 of the Articles of Association.

IV. THE WORKING MODE OF THE BOARD OF DIRECTORS

§ 12

The Board of Directors performs its duties collectively, however, it can delegate its own members to perform other specified supervisory activities independently or within qualified committees. Persons who are not members of the Board of Directors can participate with consultative voice in supervisory and inspection activities. In such a case the Board of Directors is obliged to ensure that persons mentioned in the previous sentence commit themselves to confidentiality preservation in relation to any information obtained in connection with their participation in supervisory and inspection activities of the Board of Directors.

§ 13

1.       The Board of Directors is in session at least three times per year or according to need.

2.       The Chairperson of the Board of Directors convenes and chairs the meetings and conducts its work. The Chairperson can temporarily hand over conducting of the session to the Vice-Chairperson of the Board of Directors.

3.       In case of absence of the Chairperson sessions are convened and presided by the Vice-Chairperson. In case of absence of the Vice-Chairperson sessions are convened by any other member of the Board of Directors chosen by members of the Board of Directors present in the session.

4.       The Board of Management or a member of the Board of Directors can require convening the Board of Directors, providing a suggested agenda. The Chairperson of the Board of Directors convenes a session in the term of two weeks since the day of receiving the motion. If the Chairperson does not convene a meeting of the Board of Directors in the term of two weeks since the day of the receiving the motion, the mover can convene it independently, providing a date, a place and a suggested agenda.

5.       A message notifying about the date, the hour, the agenda and the place of the session together with materials and documents should be delivered to all council members by registered mail, couriered, faxed or via electronic mail not later than on 7 days before the session.

6.       In urgent matters the Chairperson of the Board of Directors can convene sessions in shorter time, however, not later than on 3 days before the session.

7.       The session of the Board of Directors can be held even without formal convening if all members of the Board of Directors are present on such a session, and none of them raised an objection regarding his/her performance.

8.       The Chairperson of the Board of Directors can cancel the session of the Board of Directors from important reasons.

§ 14

1. Persons invited by the Chairperson of the Board of Directors working from their own initiatives or on motion of a member of the Board of Directors are permitted to participate in meetings of the Board of Directors in investigation of a specified matter.
2. A Member of the Board of Directors has the right to raise an objection regarding participation of persons from beyond the Board of Directors in the session, pursuant to section 3. The matter is decided by the Board of Directors by way of vote.
3. Those authorized to participation in a session of the Board of Directors with a consultative voice are members of the Board of Management, except matters concerning directly the Board of Management or its members, particularly: recalls, responsibilities and decisions concerning remuneration.
4. During the meeting of the Board of Directors a translator of the suitable foreign language can be the present in case when a person unable to speak Polish participates in the session.

§ 15

1. Subject to the decisions of § 23 of Articles of Association, resolutions of the Board of Directors are adopted by a majority vote. In case of an equal number of votes the decisive vote is that if the Chairperson of the Board of Directors.
2. The Board of Directors adopts resolutions if at least a half of its members are present on the session, and all its members were invited.
3. The Board of Directors can adopt resolutions only in matters mentioned in the agenda attached to the invitation, unless all members of the Board of Directors are present on the session and on consent to adoption of the resolution.
4. Members of the Board of Directors can participate in adopting resolutions of the Board of Directors, casting a vote in writing through the mediation of another council member. casting the vote in writing cannot concern matters introduced to the agenda on the session of the Board of Directors.
5. The Board of Directors can adopt resolutions in the written mode or remotely by means of resources of direct communication. A resolution is valid when all members of the Board of Directors were informed about the content of the project of the resolution.
6. Adoption of resolutions in the mode determined in section 4 and 5 does not concern elections of the Chairperson of the Board of Directors, the Vice-Chairperson of the Board of Directors and the Secretary of the Board of Directors, convening of a member of the Board of Directors as well as recalling and suspension in activities of these persons.
7. Pursuant to the decisions of section 8 voting is open.
8. Ballot is administered:

a)      in elections and over motions about recalling of members of the Company bodies,

b)      in personal matters ,

c)      on demand of even one members of the Board of Directors.

§ 16

1. Sessions of the Board of Directors are recorded.
2. The minutes from the session should contain:

a)      the symbol and the sequence number,

b)      the date of preparation,

c)      the agenda,

d)      full names of members of and other persons present at the session,

e)      a concise summary of the reported matter and declarations submitted to the minutes,

f)      pronouncement of adoption of the resolution and its full text if it is not attached to the minutes in the form of an enclosure, or pronouncement of a different settlement of the matter,

g)      the result of voting,

h)      separate tasks for members of the Board of Directors if they were submitted.

1. The minutes are prepared under the direction of the Secretary of the Board of Directors as far as the Secretary was appointed. If one was not chosen the Secretary of the Board of Directors, the Chairperson indicates the person who will fulfil his role during the given session.
2. The minutes from the previous session of the Board of Directors is accepted on the next session and signed by all members present on the previous session of the Board of Directors. Every council member has the right to submit a motion for supplementing the minutes. In case of rejection of the motion by the Board of Directors, the member of the Board of Directors, while signing the minutes, has the right to submit a written statement.
3.  Absent members are informed about and accept the protocol from the last session on the nearest session, confirming it with a signature.
4. Minutes together with the attendance list, the agenda and the enclosed materials and documents are stored in the seat of the Company.

V. THE APPOINTMENT OF COMMITTEES

§17.

1. The Board of Directors can appoint the following permanent committees:

a)      the Audit Committee;

b)      the Remuneration Committee

1. The Board of Directors can appoint other Committees, including the Strategy Committee.
2. Committees are appointed for the term of office of the Board of Directors from among her members.
3. The Board of Directors appoints, from among committee members, the chairman of the committee who conducts its work.
4. Every Committee consists of at least 3 (three) members, including at least 1 (one) member who should meet the requirements of independence.
5. Within the scope her their competences committees or their members can oblige the Board of Directors to commission an expert to prepare for their use an expertise or an opinion, if this is the case par. 10 sentence 3 of the Regulations applies accordingly.
6. Sessions of Committees are held depending on needs but not less frequently than three times in the working year. Members of the Board of Management of the Company and members of the Board of Directors who are not members of a given committee can participate in sessions of Committees.
7. Committees undertake their decisions by the usual majority vote. In case of an equal number of votes, the decisive vote is vested to the Chairperson of the Committee.
8. Committee members can participate in committee meetings and vote personally, or remotely by means of direct communication media.

VI. THE AUDIT COMMITTEE

§18.

1. Members of the Audit Committee exercise their own duties constantly, irrespective of meetings of the Board of Directors.

2. The scope of activity of the Audit Committee is determined by the provisions of laws in force. The Audit Committee exercises constant supervision over the accountancy and finance of the Company.

3. The authorizations and duties of the Audit Committee include in particular:

a) monitoring the operational and financial results of the Company;

b) analysis of contracts, transactions and agreements concluded among the Company and the related subjects;

c) monitoring of work of expert auditors of the Company and presentation to the Board of Directors recommendation regarding the choice and the remuneration of expert auditors of the Company;

d) discussing with expert auditors of the Company, before the beginning of every annual audit of the financial statement, the character and the range of this audit and monitoring the co-ordination of works between expert auditors of the Company;

e) review of periodic and financial annual statements of the Company.

f) preparing guidelines for the Board of Directors as regards the audit of finance statements of the Company;

g) preparing guidelines for the Board of Directors as regards expression of the agreement on payment of the advance on account the forecast dividend at the end of the working year;

h) informing the Board of Directors about any other important matters included in the range of its competence;

4. The Audit Committee will submit to the Board of Directors annual reports from its own activity. These reports will be made available by the Board of Directors to the shareholders of the Company.

VII. THE REMUNERATION COMMITTEE

§ 19

1. Members of the Remuneration Committee exercise their duties constantly aside from meetings of the Board of Directors.
2. The scope of the activity of the Remuneration Committee includes constant supervision over the level and the manner in which salaries are paid in the Company.
3. The authorizations and duties of the Remuneration Committee include in particular:

a)      presenting proposals concerning the content of contracts for the function of a member of the Board of Directors of the Company,

b)      presenting proposals concerning the remuneration and bonus award system for members of the Board of Directors of the Company and the work appraisal system and the results of the Board of Management,

c)      expressing its opinions on the remuneration and bonus award policy of the Company, with particular reference to the managers' team,

d)     expressing its position as regards necessity to suspend a member of the Board of Directors of the Company or delegation of a member of the Board of Directors to a temporary exercise of the activity of a member of the Board of Directors not able to exercise his/her own function,

e)     expressing its opinion of remuneration for members of the Board of Management and the Board of Directors which requires making it public,

f)     informing the Board of Directors about all other important matters included in the range of its competence,

1. The Remuneration Committee shall submit to the Board of Directors annual reports from its activity. These reports will be made available by the Board of Directors to the shareholders of the Company.

VIII.  FINAL DECISIONS

§ 20

The remuneration for members of the Board of Directors is determined by the Corporate Meeting.

§ 21

In any matters while are not decided upon with these regulations, the provisions of the Commercial Company Code and decisions of the Articles of Association are to be applied.

§ 22

Any amendments into these Regulations can be introduced by way of a resolution of the Board of Directors, adopted with the majority of the cast votes.