THE REGULATIONS OF THE BOARD OF MANAGEMENT

The EuCO European Compensation Centre S.A. (Joint Stock Company) in Legnica

(the text accepted with the resolution No. 12/2010 by the Board of Management of the EuCO European Compensation Centre S.A. (Joint Stock Company) in Legnica as of 2 September 2010).

§1. The Subject of the Regulations

These Regulations establish rules of job organization of the Board of Directors of the EuCO European Compensation Centre S.A. (Joint Stock Company) in Legnica and the manner in which the Board of Directors is supposed exercise its duties.

§2. Definitions

For the purpose of these Regulations, the following terms have the meaning assigned to them below:

1. "The Company" - means the EuCO European Compensation Centre S.A. (Joint Stock Company) in Legnica, ul. M. Kolbe 18, 59-220 Legnica, entered into the Register of Companies of the National Judicial Register at the Regional Court for Wrocław Industrial the 9th Economic Department of the National Judicial Register under the KRS number: 0000359831

2. "The Corporate Meeting" - means the Corporate Meeting of Shareholders of the Company;

3. "The Board of Directors" - means the Board of Directors of the Company;

4. „The Board of Management” - means the Board of Management of the Company;

5. „The Articles of Association” - means the Articles of Association accepted pursuant to the resolution of the Extraordinary Meeting of Shareholders of the European Compensation Centre the Limited Liability Company  seated in Legnica No. 3/2010 as of 8  June 2010 (the authenticated deed prepared by the notary public Mariusz Kędzierski who conducts his Notary Public's Office in Legnica, Rep. A No. 7564/2010 7564/2010 with further amendments;

6. „The Regulations” - means these Regulations of the Board of Management;

7. „The Member of the Board” - means a person duly qualified to the Board of Directors of the Company pursuant to the decisions of the Articles of Association and the Commercial Companies Code.

§3. The Board of Management

1. The Management is in charge of the Company's activity, manages and disposes its movable and immovable property and the rights vested to the Company, adopt resolutions and decisions in all matters not reserved for the Corporate Meeting or the Board of Directors.

2. The Management acts on the basis and pursuant to:

1.      the law regulations in force, including the decisions of the Commercial Companies Code;

2.      the Articles of Association;

3.      these Regulations; and

4.      the adopted by the Company declaration as regards the rules of good practices in public companies.

§4. Members of the Board of Management

1. The Board of Management consists of 1 (one) to 5 (five) members, including the Chairperson of the Board, appointed and recalled by the Board of Directors

2. The term of office of every member of the Board lasts 2 (two) years. The mandate of the member of the Board expires on the day of holding the Ordinary Corporate Meeting to approve the finance statement for the last full working year of performing the function of a member of the Board. A member of the Board can be recalled also by The Corporate Meeting before the lapse of the term of office.

3. Members of the Board of Management perform their duties in person.

4. The Chairperson of the Board of Management manages the internal activity of the Board of Management.

5. The scope of the Chairperson's activity include:

* Managing and organizing the internal activity of the Board of Management.

* Chairing the Board's meetings.

* Organizing current cooperation of the Board of Management with the Board of Directors, including activities to check if  current administrative service of the Corporate Meeting and the Board of Directors is provided.

* Supervising the manner and the quality of the work performed by all the Company's employees and their observance of the provisions of labour law binding in the Company, particularly the Labour Scheme, the Rules of Remuneration and the Rules of Company's Social Fund.

* Supervision over the Accounts Department, the Human Resources Department and the Work Safety Service.

* Strategic business contacts with the Company's Customers and Co-operators.

* Preparing the report by the Board of Management from the Company's activity for each working year.

The Chairperson of the Board of Management can temporarily entrust the exercise of the functions mentioned above to other Members of the Board of management.

§5. Authorizations and duties of the Board of Management

1. The Board of Management collectively manages the current activity of the Company and it particularly;

1. undertakes all activities necessary or advisable for proper control over the Company's activity within the scope determined by the Articles of Association, pursuant to the resolutions adopted by the Corporate Meeting and the Board of Directors, except  for issues reserved by law or pursuant to the Statute to the competence of the Corporate Meeting or the Board of Directors;

2. represents the Company in all judicial and extrajudicial actions;

3. administers the property and manages the affairs of the Company.

2. The detailed internal scope of responsibility of the Chairperson of the Board of Management and  Members of the Board of Management resulting from functions attached to them in the Board of Directors is included in Enclosure No. 1 to these Regulations which constitute an integral part of these Regulations.

3. Every member of the Board of Management is allowed to deal with, without prior resolution of the Management matters which does not exceed the scope of the Company's usual activities. However, if before the settlement of such a matter one of the other members of the Board should oppose to its execution or if the matter exceeds the range of the Company’s usual activities, a prior resolution of the Management is required.

4. The management also performs the following activities:

1. it convenes Corporate Meetings pursuant to the provisions of law in force and in the terms determined in them;

2. keeps and stores the minute book and the book of resolutions of the Corporate Meeting and keeps and stores the minute book and the book of resolutions of the Board of Directors;

3. until the end of the 3rd (third) month from the end of the working year, the Board of Management of the Company prepares the annual financial statement and the report from the activity of the Company and, after they are examined and audited by expert auditors, together with a project of the resolution on profit sharing or covering a loss and the opinion and the report by expert auditors, submits them to the Board of Directors for assessment pursuant to the art. 382 § 3 of the Commercial Companies Code, not later than in 30 (thirty) days before the Ordinary Corporate Meeting;

4. ensures punctual audit of the finance statements of the Company performed by an expert auditor;

5. presents to the Board of Directors or to the Corporate Meeting all necessary data, explanations and documents concerning the Company and its activity;

6. ensures the administrative and office service of other organs of the Company;

7. notifies the competent Registration Court about any changes in the data included in the Business Register - The National Judicial Register pursuant to the provisions of law in force and in the terms determined in them;

8. prepares long-term strategic plans of the Company and annual budgets of the Company;

9. ensures keeping of the account and commercial books of the Company and preparing financial reports and other documents of the Company in the manner pursuant to the provisions of law in force;

10. ensures preparation of all tax and financial documents pursuant to the provisions of law in force and in the terms determined in them;

11. determines and ensures the proper organizational structure of the Company;

12. executes the Company's rights in virtue of participation in civil law companies, or other commercial law companies and corporate bodies or organizations, particularly executes the right of vote from the shares possessed by the Company;

13. prepares the uniform text of Articles of association for internal use.

5. Every Member of the Board of Management actively participates in the Board of Management's work, including participation in all meetings of the Board of Management and voting on these sessions.

§6. The functions of Members of the Board of Management

1. In case of a numerous Management the Company can be represented by the Chairperson of the Board of Management independently or 2 (two) members of the Board of Management together or a member of the Board of Management together with the procurator.

2. Submission of declarations to the Company, as well as delivering documents can be executed towards every member of the Board of Management.

§7. Meetings of the Board of Management

1. Meetings of the Board of Management are held in the seat of the Company or another place established by the Chairperson of the Board of Management.

2. A meeting of the Board of Management is convened by the Chairperson of the Board of Management from his/her own initiative or  on demand of a member of the Board of Management. The form of convening a session by the Chairperson of the Board of Management, as well as the form of submitting a motion for convening a session are facultative.

3. Meetings of the Board of Management can be held remotely by means of the telephone or other transport facilities allowing mutual communication of all the members of the Board of Management participating in a session, provided that in such a session all the members of the Board of Management participate. In case of holding a session in the above manner it is assumed that the venue of the session the place where the Chairperson of the Board is present.

4. Meetings of the Board of Management are held with a frequency dependent on the needs, thus ensuring proper management of the Company and conducting its enterprise.

5. Meetings should be held in terms allowing every member of the Board of Management to participate in them.

6. The Chairperson of the Board of Management opens the session, chairs it and supervises its course.

7. The Chairperson of the Board of Management is obliged particularly to:

1. open the meeting and ascertain the regularity of convening it and suggest accepting the agenda;

2. chair and close the discussion on individual items of the agenda;

3. give the floor to the participants of the meeting;

4. submit resolutions to be voted on and conduct voting;

5. appoint persons responsible for preparing the protocol and taking minutes of resolutions;

6. close sessions.

8. persons invited by any member of the board can participate without the right of vote in a meeting of the Board of Management, unless it is opposed by another member of the Board of Management.

9. Decisions of the Board of Management are undertaken in the form of resolutions. Subject to the next sentence, resolution of the Board of Management they are adopted on its sessions. The Board of Management can adopt a resolution without holding a session, if all members of the Board of Management expressed in writing their agreement on the content of that resolution. A motion for adopting a resolution in the written mode, determined in the previous sentence, can be submitted by every member of the Board of Management.  Such a motion, together with a project of the proposed resolution, should be delivered to all members of the Board of Management.

10. The Board of Management adopts binding resolutions, if all members were duly informed about the session.

11. Resolutions of the Board of Management are adopted by the absolute majority vote, In case of equal number of votes, the voice of the Chairperson of the Board of Management is decisive.

12. The Board of Management decides unanimously about granting procuration. Procuration can be recalled by every member of the Board of Management.

13. Voting is open, unless any of the members of the Board of Management demands that a given matter is to be decided upon by ballot.

14. In case of any clash of interests of the Company with the business of a member of the Board of Management or his/her spouse, relative and in-law to the second degree and persons with whom he/she is related personally, the member of the Board of Management should refrain from participation in deciding on such matters and can demand that such a fact be noted in the protocol from the session.

§8.  The minutes of the meeting. Resolutions of the Management

1.  The minutes of the meeting is prepared by a person appointed by the chairman of a given session.

2.  The minutes from a meeting of the Board of Management should include particularly:

1. the date and the venue of the session, and a declaration that the was duly convened;

2. names and names of the participants of the session;

3. the agenda;

4. a concise description of discussions;

5. the content of resolutions;

6. declaration of voting on individual resolutions, highlighting all separate votes;

7. other essential circumstances.

3. Resolutions adopted in a session should be recorded in the minutes of the meeting. Resolutions should be marked with numbers within the following years. The minutes of the meeting should be accepted and signed by all members of the Board of Management participating in this session directly after closing the session.

4. Resolutions adopted on sessions held by phone or by means of other communication media should be certified with a protocol, accepted and signed by all members of the Board of Management at the latest within 7 (seven) days after holding the session.

5. Resolutions adopted without holding a session should be entered into the minutes book.

6. Resolutions of the Board of Management become binding as soon as all members of the Board of Management participating in the session accept and sign the minutes of the meeting embracing the content of resolutions of the Board of Management, unless the resolution provides different date of binding. Resolutions adopted without holding a session become binding on expressing a written agreement by all members of the Board of Management on the content of the resolution, unless the resolution provides different date of binding.

7. The Board of Management can issue copies of resolutions adopted by it when it is necessary or advisable in connection with the business activity of the Company. Copies of resolutions are certified true copies by the Chairperson of the Board of Management and should be provided with the date of their submission.

8. The Board of Management is in charge for keeping and storing the minutes book which contains minutes of individual board meetings and resolutions adopted in writing.

9. Every Member of the Board of Management has the right of inspection of the minutes book and the book of resolutions.

§9.  Final decisions

1. The newly convened Board of Management of the Company begins its office from a formal taking over, on the basis of the protocol, matters from the leaving Management. It does not concern the first qualified Management.

2. The delivery protocol should include a report concerning of the economic and legal situation of the Company and companies in which the Company possesses shares according to the state as of the day of delivering. The Protocol should be prepared by the leaving Management and particularly include the following documents:

1. a register of the Company's shares;

2. a finance statement prepared as of the day of delivery;

3. a list of essential receivables of the Company and the companies in which the Company possesses shares;

4. a list of essential liabilities and debts of the Company and the companies in which the Company possesses shares;

5. a minute book and a book of resolutions, kept by the Board of Management;

6. other documents or information which will be requested by any of the members of the new Board of Management.

3. The protocol should be signed by the leaving and the newly qualified members of the Board of Management. The report, together with documents mentioned in section 2, should be prepared in the number of copies which is equal to the number of the leaving and the newly qualified Members of the Board of Management, together with one additional copy for the Company.

4. If the delivery cannot be accomplished through the leaving Management, the protocol should be prepared by the committee qualified by the Board of Directors from among its members. If this is the case, the protocol should be signed by the Board of Directors.

5. These Regulations are in force at the moment of its acceptance by the Board of Directors in accordance with the Articles of Association.