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

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, 42-400 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. 1/2005 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 Management Board;
7. "Member of the Management Board" - means person dully appointed to the Management Board of the Company, pursuant to the provisions of the Company's Articles of Association and the Code of Commercial Companies;

1. The Management Board shall manage the activities of the Company, manage and dispose of its movable and immovable assets and the rights assigned to the Company, pass resolutions and decisions in all matters not restricted to the General Meeting or Supervisory Board.
2. The Management 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 Management Board shall consist of 1 (one) to 3 (three) members, including the President of the Management Board, elected and dismissed by the Supervisory Board.
2. The term of each member of the Management Board shall be 3 (three) years. The mandate of the member of the Management Board shall expire with the day of holding the Ordinary General Meeting approving the financial statements for the last full financial year of holding the position of the member of the Management Board. The member of the Management Board can be also dismissed by the General Meeting prior to the end of the term.
3. The members of the Management Board shall perform their duties personally.
4. The President of the Management Board shall manage the internal activity of the Management Board.
   

1. The Management Board shall collegially manage the current Company’s activities, and in particular:
   1. Shall take all activities necessary or recommended in order to manage the Company’s activity properly within the scope stipulated in the Articles of Association, pursuant to the resolutions of the General Meeting and the Supervisory Board, subject to matters restricted by law or the Articles of Association to the competences of the General Meeting or the Supervisory Board;
   2. Shall represent the Company in all court and non-court proceedings;
   3. Shall manage the Company’s assets and matters.
2. The detailed internal scope of duties of single members of the Management Board resulting from functions assigned them in the Management Board constitutes Attachment No. 1 hereto, which is the integral part hereof.
3. Each member of the Management Board can manage, without prior resolution of the Management Board, the matters not exceeding the ordinary activities of the Company. If however prior to settle such matter, any of the remaining members of the Management Board objects or if the matter exceeds the scope of ordinary activities of the Company, the prior resolution of the Management Board shall be required.
4. The Management Board shall also perform the following activities:
   1. Convene the General Meeting pursuant to the applicable provisions of law and in the dates stated there;
   2. Keep and store the book of minutes and book of resolutions of the General Meeting and keep and store the book of minutes and book of resolutions of the Supervisory Board;
   3. By the end of 3 (third) month from the end of financial year, the Management Board of the Company shall prepare annual financial statements and the report on Company’s activities, and upon their examination and providing opinion by certified auditors, together with the resolutions draft on the division of profit or cover of loss together with the opinion and the report of certified auditors shall be submitted by the Management Board to the Supervisory Board for its assessment pursuant to art. 382 § 3 of the Code of the Commercial Companies and not later that 30 (thirty) days prior to the date of Ordinary General Meeting.
   4. Ensure timely examination of financial statements of the Company by independent certified auditor;
   5. Present the Supervisory Board or General Meeting all necessary data, explanations and documents concerning the Company and its business activity;
   6. Ensure administrative and office assistance of other governing bodies of the Company;
   7. Inform the competent Registration Court on all amendments to data entered in the Register of Entrepreneurs - the National Court Register pursuant to the applicable provisions of law and in the dates stated there;
   8. Prepare long-term strategic plans of the Company and annual budgets of the Company;
   9. Ensure keeping of accounting and commercial books of the Company and prepare financial statements and other reports of the Company pursuant to the applicable provisions of law;
   10. Ensure preparation of all tax and financial documents pursuant to the applicable provisions of law and in the dates stated there;
   11. Determine and ensure the proper organisational structure of the Company;
   12. Exercise the right of the Company related to the participation in partnerships/companies of civil law or companies/partnerships of commercial law and legal entities or organisations, in particular the right of vote from shares held by the Company;
   13. Prepare unified text of the Articles of Association of the Company for internal use.
5. Each member of the Management Board shall actively participate in the works of the Management Board, including the participation in all meetings of the Management Board and voting during these meetings.
   

1. In the event of the multi-personal Management Board, the Company can be represented by the President of the Management Board individually or by 2 (two) members of the Management Board acting jointly or member of the Management Board together with procurator.
2. Representations addressed to the Company, as well as service of documents can be made to the each member of the Management Board.
   

1. The meetings of the Management Board shall be held in the Company’s registered office or in other place determined by the President of the Management Board.
2. The meeting of the Management Board shall be convened by the President of the Management Board at own initiative or at the request of the member of the Management Board. The form of convening the meeting by the President of the Management Board, as well as the form of filing the request to convene meetings shall be free.
3. The meeting of the Management Board can be held by means of telephone or other means of remote communications, enabling the communication of all members of the Management Board participating in the meeting, provided that all members of the Management Board participate in the meeting. In the event of holding meeting in the above mentioned way, the place where the President of the Management Board is, shall be deemed to be the place of holding the meeting.
4. The meetings of the Management Board shall be held as often as required to ensure due management of the Company and carrying out its activities.
5. The meeting shall be held in the dates enabling the participation of each member of the Management Board.
6. The President of the Management Board shall open and preside the meeting and supervise its course.
7. The President of the Management Board shall be in particular obliged 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.
8. Persons invited by any member of the Management Board can participate in the meetings of the Management Board if no member of the Management Board objects that.
9. Decisions of the Management Board shall be passed in a form of resolution. Subject to the preceding sentence, the resolutions of the Management Board shall be passed during its meetings. The Management Board may pass the resolution without holding the meeting if all members of the Management Board consented to the text of the resolution in writing. The request to pass the resolution in the written mode, referred to in the preceding sentence, can be made by each member of the Management Board. Such request will the resolution draft should be served on all members of the Management Board.
10. The Management Board shall pass binding resolutions if all members have been duly notified about the meeting.
11. Resolutions of the Management Board shall be passed by the absolute majority of votes cast.
12. The Management Board shall unanimously decide on granting procuration. Each member of the Management Board can cancel the procuration.
13. Voting is unclassified, unless any of the Members of the Management Board request to settle a given matter in secret voting.
14. 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 and persons, with whom he is related personally, the member of the Management Board shall refrain from deciding in these matters and can requires to state that in the minutes from the meeting.
    

Resolutions of the Management Board

1. Person appointed by the chairperson of the given meeting shall prepare the minutes of that meeting.
2. The minutes from the meeting of the Management Board should in particular include:
   1. Place and date 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. Text of the resolutions;
   6. The results of voting on single resolutions, stating all other votes;
   7. Other important circumstances.
3. The resolutions passed during the meeting should be indicated in the minutes of the meeting. The resolutions should be assigned numbers within subsequent years. The minutes of the meeting should be approved and signed by all Members of the Management Board participating in the meeting, immediately upon closing the meeting.
4. The resolutions passed during the meetings held by means of telephone or other means of remote communications should be confirmed by minutes, approved and signed by all members of the Management Board within 7 (seven) days after holding the meeting at the latest.
5. The resolutions passed without holding the meeting should be attached to the book of minutes.
6. The resolutions of the Management Board shall be valid as of its passing and signing of the minutes by all Members of the Management Board participating in the meeting, including the text of the resolutions of the Management Board, unless the resolutions states other date of coming into force. The resolutions passed without holding the meeting shall be valid as of expressing written consent by all Members of the Management Board of the text of the resolution, unless the resolutions states other date of coming into force.
7. The Management 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 President of the Management Board and should be assigned the date of their passing.
8. The Management Board shall be responsible for keeping and storing the book of minutes, where all minutes from single meetings of the Management Board and resolutions passed in writing are attached.
9. Each Member of the Management Board shall have the right to view the book of minutes and book of resolutions.
   

1. The newly elected Management Board of the company shall start performing duties from formal taking over, on the basis of inventory, matters from the stepping Management Board.
2. The inventory should include the report on the business and legal situation of the Company and companies in which the Company holds shares as of the transfer, the Inventory should be prepared by the stepping Management Board and should include, in particular, the following documents:
   1. Shareholders register of the Company;
   2. Financial statements as of the transfer day;
   3. The list of important amounts receivable of the Company and companies in which the Company holds shares;
   4. The list of important liabilities and debts of the Company and companies in which the Company holds shares;
   5. The book of minutes and book of resolutions, kept by the Management Board;
   6. Other documents or information, any of the members of new Management Board requests.
3. Inventory should be signed by the stepping and newly appointed members of the Management Board. The report, together with documents referred to in para. 2, should be made in such number of copies, equal to the number stepping and newly appointed members of the Management Board, with one additional copy for the Company.
4. If the transfer cannot be made by the stepping Management Board, the inventory should be prepared by the committee appointed by the Supervisory Board from among its members. In such event the inventory should be signed by the Supervisory Board.
5. These Regulations shall be valid as of its passing by the Supervisory Board pursuant to the Articles of Association of the Company.
   

The detailed internal scope of duties of single members of the Management Board resulting from functions assigned them in the Management Board

The President of the Management Board

1. Management and organisation of the internal activity of the Management Board.
2. Leading of the meetings of the Management Board.
3. Organisation of current cooperation of the Management Board with the supervisory Board, including supervision on ensuring current administrative assistance of the General Meeting and Supervisory Board.
4. Supervision of the way and quality of work performed by all employees of the Company and their observance of the provisions of labour law applicable in the Company, in particular the staff regulations, Remuneration Regulations and the Company Social Benefits Scheme.
5. Supervision over the Accounting Department, HR Department and the Occupational Safety and Health Service.
6. Strategic commercial contacts with the Customers and Contractors of the Company.
7. Ensuring preparation of the Management Board Activity Report for the each financial year;
   

Vice-President of the Management Board for Finance

1. Supervision, management and organisation of work of Controlling Department, Investor Relation Department,Owner Supervision Department.
2. Supervision over all aspect of finance and administration management in the Company.
3. Planning and control of the Company’s business activity observing accounting principles.
4. Supervision on preparation and filing in the competent Registration Court and with the relevant bodies of annual and periodical financial statements, periodical reports on Company's and controlled companies financial standing;
5. Preparation of strategic analysis aimed at current and long term determination of investment, financial or organisational needs of the Company.
6. Talks with banks and other institutions or persons crediting or financing the Company.
7. Preparation of annual and long-term financial plans and supervision on execution of such plans approved by the Management Board and Supervisory Board.
8. Supervision over the processes of acquiring, spending and settlement of the target funds by the Company, received from funds and financial institutions.
9. Supervision over the Company’s cooperation with external advisors.
10. Supervision over the execution of the Company’s rights and duties related to the trade with financial instruments issued by the Company and contacts and cooperation with the bodies supervising control over the financial market, bodies of The Stock Exchange and the bodies of the National Securities Deposit, as well as entities issuing Company’s securities to public trading and investment companies.
    

Vice-President of the Management Board for Commerce

1. Supervision, management and organisation of work of: Sales Department, Production Department, Technical Department, Quality Control Department,
2. Supervision over the quality control systems in the Company.
3. Current commercial contacts with Customers and Contractors of the Company and distributors of the products produced by the Company;
4. Preparation and responsibility for the execution of annual and long-term sales planes approved by the Management Board and the Supervisory Board.
5. Search for new sales markets.
6. Supervision over the organisation and preparation of the Company’s participation in planned conferences, exhibitions and congresses.
7. Supervision over the introduction of new technology.
8. Talks and maintaining contacts with the bodies of public administration competent for the products launched on the market by the Company.
9. Supervision over the material investments held by the Company.