These Regulations shall determine the organisation of the works of the Supervisory Board of OPTOPOL Technology Spółka Akcyjna in Zawiercie („Company”) and the way of performing activities.

For purposes of these Regulations, the following terms shall have the meanings indicated below:

1. "Company" - OPTOPOL Technology Spółka Akcyjna with its registered office in Zawiercie, at ul. Żabia 42, 44-400 Zawiercie, entered into the Register of Entrepreneurs – the National Court Register in the District Court in Częstochowa, 17th Commercial Division of the National Court Register under the number KRS 0000244054;
2. "General Meeting" – means General Meeting of the Shareholders of the Company;
3. "Supervisory Board" – means the Supervisory Board of the Company;
4. "Management Board" – means the Management Board of the Company;
5. "Articles of Association" – mean Articles of Association of the Company passed with the resolution no. 1/2007 of the Extraordinary General Meeting of OPTOPOL Technology Spółka Akcyjna, with its registered office in Zawiercie of 10 September 2007 (notary need made by the notary public Łukasz Roztoczyński, having his notary office in Katowice, Repertory A no. 12726/2007) as amended;
6. "Regulations" – mean these Regulations of the Supervisory Board;
7. "Member of the Supervisory Board" - means person dully appointed to the Supervisory Board of the Company, pursuant to the provisions of the Company's Articles of Association and the Code of Commercial Companies;
8. "Associated Entity" – has the meaning assigned in § 32 point 1) of the Articles of Association;
9. "Parent Company" – has the meaning assigned in § 32 point 2) of the Articles of Association;
10. "Controlled Entity" – has the meaning assigned in § 32 point 3) of the Articles of Association.
    

1. The Supervisory Board shall be the collegial supervision body of the Company.
2. The Supervisory Board shall act on the basis and pursuant to:
   1. Applicable provisions of law, including the provisions of the Code of Commercial Companies;
   2. Articles of Associations of the Company; and
   3. these Regulations.
      

1. The Supervisory Board shall be composed of at least 5 (five) members elected by the General Meeting, including the Chairperson and Vice-Chairperson of the Supervisory Board.
2. The term of the Supervisory Board shall be 3 (three) years and it shall be common for all members of the Supervisory Board.
3. At least 2 (two) Members of the Supervisory Board must be persons, each of whom shall meet the following conditions:
   1. Shall not be the member of the Company or Associated Entity;
   2. Shall not be the member of the supervising or governing bodies of the Associated Entity;
   3. Shall not be the Shareholder holding 10 (ten) per cent or more of the votes during the General Meeting of the Company or during the General Meeting of the Associated Entity;
   4. Shall not be the member of the supervising or governing bodies or the employee holding 10 (ten) per cent or more of the votes during the General Meeting of the Company or during the General Meeting of the Associated Entity; and
   5. Shall not be ascendant, descendant, spouse, brother or sister, the parent of the spouse or person remaining in the adoption towards any of the persons referred in the preceding points, whereas all the above mentioned conditions must be met during the whole period of mandate. The member of the Supervisory Board who ceased to meet the above mentioned conditions should be immediately dismissed.
      
4. The mandate of the Member of the Board shall expire:X
   1. with the closing of the General Meeting approving the financial statements for the last full financial year of holding the position of the member of the Supervisory Board;
   2. With the dismissal of the member of the Supervisory Board by the General Meeting;
   3. With filing resignation by the member of the Supervisory Board;
   4. With the death of the member of the Supervisory Board.
      

1. The Chairperson of the Supervisory Board and the Vice-Chairperson of the Supervisory Board shall be elected by the Members of the Supervisory Board in secret voting pursuant to the provisions of the Articles of Association of the Company.
2. The duties of the Chairperson of the Supervisory Board shall consist in coordination and management of the works of the Supervisory Board, and in particular shall include:
   1. Representing the Supervisory Board in relation with other governing bodies of the Company and third parties;
   2. Signing documents and correspondence on behalf of the Supervisory Board;
   3. Controlling work of administrative and office staff assigned to administration of the Supervisory Board;
   4. Convening and carrying out the meetings of the Supervisory Board;
   5. Other matters restricted to its competences under these Regulations.
3. In the periods of incapability of the Chairperson of the Supervisory Board to perform his duties, the duties shall be taken over by the Vice-Chairperson of the Supervisory Board, and if both the Chairperson and Vice-Chairperson of the Supervisory Board are incapable of performing duties - the person designated by the Chairperson of the Supervisory Board from the composition of the Supervisory Board.
4. The Supervisory Board can also appoint its Secretary and in necessary, assign certain duties to others elected Members of the Supervisory Board.
   

1. The Supervisory Board shall have the constant supervision over the Company’s activities and shall perform other duties in the scope stipulated by the provisions of the code of Commercial Companies, the Articles of Association and these Regulations.
2. The competences of the Supervisory Board shall include matters stipulated by the relevant provisions of the Code of Commercial Companies and the Articles of Association of the Company.
   

1. The Supervisory Board shall perform its duties collegially; however it can delegate its members to perform certain supervisory duties individually.
2. If the Supervisory Board was elected in voting by separate groups, each group shall have the right to delegate one from among the elected Members of the Supervisory Board, to perform permanent individual supervision activities.
3. The Members of the Supervisory Board shall exercise their rights personally.
4. The Members of the Supervisory Board shall be entitled to carry out controls of the Company, request from the Management Board and the employees of the Company reports and explanations, inspect all department of the Company, and perform revision of its assets and to examine its books and documents with prior relevant notification and during normal business hours.
5. In relation to performing its duties the Supervisory Board can – if it is necessary to properly examine the reports, sheets and other documents and explanations presented by the Company – use the services provided by third parties (experts) at the Company’s cost.
6. In the event of delegation of the member of the Supervisory Board to perform the management function, his seat in the Supervisory Board and the right to remuneration for the performance of the function of the member of the Supervisory Board shall be suspended. The delegated member of the Supervisory Board, to perform the function of the member of the Management Board shall be entitled to separate remuneration determined by the resolution of the Supervisory Board.
   

1. The meetings of the Supervisory Board shall take place at least once a quarter, in the Company's registered office, unanimously approved by the Members of the Supervisory Board.
2. The meetings of the Supervisory Board shall be convened by be Chairperson, at own incentive or at the request of the Management Board or any of the remaining Members of the Management Board. The request to convene the meeting of the Supervisory Board should include the proposed agenda and can include the request to pass resolution in the written mode.
3. The Chairperson of the Supervisory Board shall convene the meeting of the Supervisory Board, within 2 (two) weeks, from the date of receiving the written request referred to in the preceding sentences. If the Chairperson of the Supervisory Board does not convene the meeting within 2 (two) weeks from receiving the request, the requestor may convene the meeting of the Supervisory Board in his own, stating date, place and proposed agenda of the meeting.
4. The Management Board shall convene the first meeting of the Supervisory Board within 14 (fourteen) days from the date of its appointment.
5. The invitation for the date of the meeting shall be deemed to be effective if sent by return request mail (to the last correspondence address stated by the member of the Supervisory Board) or received personally by the member of the Supervisory Board. The member of the Supervisory Board can request to be sent the invitation in the electronic form to the last e-mail address stated by him or by means of fax to the last fax number stated by him. The Management Board shall keep the list of correspondence and e-mail addresses and the fax numbers. The invitation for the meeting shall be deemed to be effective if sent by means of the one of the above mentioned means of communications.
6. Invitation to the meeting of the Supervisory Board should be sent at least 14 (fourteen) days prior to the proposed date of the meeting and should include date, place and proposed agenda of the meeting. The materials on the matters covered by the agenda should be sent at least 7 (seven) days prior to the proposed date of the meeting.
7. The meetings of the Supervisory Board can take place by means of the remote communication means, if it is ensured that all participants of the meeting can hear all the remaining participants of the meeting as well as have the possibility to take the floor and that all participants will have the same documents on the matters covered by the agenda.
8. These provisions applicable to the convening of the Supervisory Board, in particular on the way to send invitation shall apply respectively to passing resolutions by the Supervisory Board in the written mode.
   

1. The Chairperson of the Supervisory Board shall open and preside the meeting and supervise its course.
2. The Chairperson of the Supervisory Board shall be entitled or obliged in particular to:
   1. Open the meeting and state it is duly convened and to propose the passing of the agenda;
   2. lead and close discussions on the single points on the agenda;
   3. Give the floor to the participants of the meeting;
   4. vote over the resolutions and carry out the voting;
   5. Designate person responsible for preparation of minutes and keeping records of resolutions;
   6. close the meetings.
3. Rights and duties referred to in para. 1 and 2 above shall be taken over by the Vice-Chairperson of the Supervisory Board in the event of the Chairperson absence, and if both these persons are absent during the meeting - person designated by the Chairperson of the Supervisory Board from the composition of the Supervisory Board.

1. The members of the Management Board with the advisory voice can participate in the meetings of the Supervisory Board.
2. The Chairperson of the Supervisory Board can, at his own initiative or at the request of any Member of the Supervisory Board or the member of the Management Board, invite to participate in the meeting persons from outside the Supervisory Board. The 2 (two) Members of the Supervisory Board can effectively object to invitation of such third party or its participation in the whole or part of the meeting.
3. Person not being the Members of the Supervisory Board shall not have the right of vote.
   

1. All decisions of the Supervisory Board shall be passed in a form of resolution.
2. The resolutions of the Supervisory Board shall be passed during the meetings subject to the provisions of the following sentence. Passing resolution apart from the meeting of the Supervisory Board shall be possible if the voting takes place in the written mode.
3. The resolutions of the Supervisory Board can be passed by means of the remote communication means, subject to the matters where such voting is excluded by the provisions of the Code of Commercial Companies. The resolutions should be valid if all members of the Supervisory Board have been communicated about the text of the resolution draft. The resolutions of the Supervisory Board passed by means of the remote communication means can be passed, if it is ensured that all participants of the meeting can hear all the remaining participants of the meeting as well as have the possibility to take the floor and communicate with the remaining participants and that all participants of the Meeting of the Supervisory Board have the same documents on the matters covered by the agenda.
4. In the matter not covered by the agenda of the meeting of the Supervisory Board, the resolution cannot be passed unless during the meeting all Members of the Supervisory Board are present and no one of them objects to passing such solution. Request of the procedural nature can be always the subject of important resolution, even if they are not included on the agenda.
   

The resolutions passed in the written mode should be valid if all members of the Supervisory Board have been communicated about the text of the resolution draft, pursuant to the provisions of § 8 para. 5 and 6 of these Regulations and at least half of the Members of the Supervisory Board participated in the voting.

The Supervisory Board shall pass resolutions if at least half of the Members of the Supervisory Board was present during the meeting and all members of the Supervisory Board have been invited to the meeting of the Supervisory Board, pursuant to the provisions of § 8 para. 5 and 6 of these Regulations.

1. Resolutions of the Supervisory Board shall be passed by the absolute majority of votes cast. In the event of equal number of votes the vote of the Chairperson of the Supervisory Board shall be the casting vote.
2. Voting is unclassified, unless any of the Members of the Supervisory Board request to settle a given matter in secret voting.
3. In the event of conflict of interest with personal interest of the member of the Supervisory Board or his spouse, next-in-kin or relative, the Member of the Supervisory Board shall refrain from voting in such matters and should request to record this fact in the minutes from the meeting.
4. The members of the Supervisory Board can take part in passing the resolutions, by giving their vote in writing by another member of the Supervisory Board subject to the matters where such voting is excluded by the provisions of the Code of Commercial Companies. Giving the vote in writing cannot apply to matters put on the agenda on the meeting of the Supervisory Board.
   

The resolutions of the Supervisory Board shall be valid as of their signing unless their text states other date.

1. Person appointed by the Chairperson of the Supervisory Board of the given meeting shall prepare the minutes of that meeting.
2. The minutes from the meeting of the Supervisory Board should in particular include:
   1. Place, date and time of holding the meeting and representation that the meeting was duly convened;
   2. Names and surnames of the participants of the meeting;
   3. Agenda of the meeting;
   4. Brief description of the discussions held;
   5. Voting mode;
   6. Text of the resolutions;
   7. The results of voting on single resolutions, stating all other votes;
   8. Other important circumstances taking place during the meeting.
3. At the request of any of the Members of the Supervisory Board, the course of meeting can be recorded by means of devices to record sound and picture. In the event of holding meeting by using means of direct remote communication the course of that meeting should be always recorded. The fact of recording the course of meeting should be indicated in the minutes. In the recording shall take place in the place of the presence of the Chairperson of the Supervisory Board. The carriers shall be kept by the Chairperson of the Supervisory Board in the place of keeping book of minutes.
4. The resolutions passed during the meeting should be signed during that meeting by all Members of the Supervisory Board participating in the meeting. The signed resolutions shall be transferred to the Management Board of the Company.
5. The minutes of the meeting should be signed by all Members of the Supervisory Board participating in the meeting, to which the minutes apply. Signing of the minutes should take place during the next meeting of the Supervisory Board; The Members of the Supervisory Board absent during the next meeting can sign the minutes by mail. The signed minutes shall be transferred to the Management Board of the Company.
6. The resolutions should be assigned numbers within subsequent years.
   

1. The minutes from single meetings together with the resolutions of the Supervisory Board shall be published in the book of minutes. Resolutions passed in the written mode shall be also attached to the book of minutes.
2. Each Member of the Supervisory Board shall have the right to view the book of minutes.
3. The book of minutes shall be held at the Company’s registered office. The Management Board shall be responsible for proper keeping and storing of the book of minutes.
   

The Supervisory Board may issue copies of passed resolutions if it is necessary or recommended due to Company’s business activity. The copies of resolutions shall be certified by the Chairperson of the Supervisory Board and should be assigned the date of their passing.

1. The Supervisory Board can use the offices and office equipment of the Company as well as the assistance of its office staff.
2. Any information gained by the Members of the Supervisory Board as a result of performing their duties, related to the Company's activities, shall be confidential information and each Member of the Supervisory Board shall be obliged to keep them confidential.
3. The Supervisory Board can require from the Management Board to ensure the Supervisory Board any administrative and technical assistance in performance of the function by the Supervisory Board.
4. These Regulations shall be valid as of its passing by the General Meeting pursuant to the Articles of Association of the Company.