1. The Company shall operate under the business name OPTOPOL Technology Spółka Akcyjna (Joint-Stock Company). The Company can use the abbreviation of the business name OPTOPOL Technology S.A.2.    The registered office of the Company shall be Zawiercie.

1. The Company shall perform its business activity on the territory of the Republic of Poland and abroad.
2. The Company can open and close branches, branch offices and representatives home and abroad as well as join other companies.
3. The Company can use the graphics signs distinguishing it.
4. The Company is established for an unlimited period of time.
   

The joint-stock company OPTOPOL Technology S.A. was created as a result of conversion of the limited liability company under the business name of “OPTOPOL Spółka z ograniczoną odpowiedzialnością” performed pursuant to the provisions of the articles 551 - 584 of the Code of Commercial Companies.

1. The Company's objects, pursuant to the Ordinance of the Council of Ministers of 20 January 2004 on the Polish Classification of Economic Activities (PKD) (Journal of Laws of 2004, No. 33, item 289, as amended) shall be:
   1. Wholesale of pharmaceutical, medical and orthopaedic goods (PKD 51.46.Z);
   2. Other wholesale sales (PKD 51.90.Z);
   3. Retail sale of medical and orthopaedic goods (PKD 52.32.Z);
   4. Retail sales of optical, photographical and precision equipment (PKD 52.48.B);
   5. Other non-store retail sale not elsewhere classified (PKD 52.63.B);
   6. Provision of services within the installation, repairs and maintenance of medical equipment, including surgical one (PKD 33.10.B);
   7. Financial leasing (PKD 65.21.Z);
   8. Renting of automobiles (PKD 71.10.Z);
   9. Renting of other land transport equipment (PKD 71.21.Z);
   10. Renting of other machinery and equipment (PKD 71.34.Z);
   11. Research and development works in the field of technical sciences (PKD 73.10.G);
   12. Market research and public opinion polling (PKD 74.13.Z);
   13. Business and management consultancy activities (PKD 74.14.A);
   14. Management activities of holding companies (PKD 74.15.Z);
   15. Activities related to the organisation of fairs and exhibitions (PKD 74.87.Z)
   16. Accounting, book-keeping and auditing activities; tax consultancy (PKD 74.12.Z);
   17. Manufacture of medical and surgical equipment and orthopaedic appliances, Medical furniture, with the exclusion of service-provision activity (PKD 33.10.A);
   18. Manufacture of industrial process control equipment (PKD 33.30 .Z);
   19. Manufacture of optical instruments and photographic equipment (PKD 33.40 .Z);
   20. Other manufacturing not elsewhere classified (PKD 36.63.Z).
   21. Other service-provision activity, not elsewhere classified (PKD 93.05.Z).The Company can carry out other activity which is useful for the implementation of the Company's objects. If in order to take up a given type of activity, the law shall require to be granted consent, permission, licence or concession, the taking up of the activity shall not take place without being granted suitable consent, permission licence or concession.
2. The effectiveness of the resolution on significant change of the Company's objects shall not depend on the buyback of shares of these Shareholders who do not consent to the change.
   

1. The Company’s share capital equals PLN 710,215.00 (seven hundred ten thousand two hundred and fifteen zloty) and is divided into 14,204,300 (fourteen million two hundred four thousand three hundred) shares, including:
   1. 10,000,000 (ten million) ordinary bearer shares A series with the numbers from 00000001 to 10.000.000;
   2. 638,300 (six hundred thirty eight thousand three hundred) ordinary bearer shares B series with the numbers from 000001 to 638,300; and
   3. 266,000 (two hundred sixty six thousand) ordinary bearer shares C series with the numbers from 000.001 to 266,000;
   4.  3,300,000 (three million three hundred thousand) ordinary bearer shares E series with the numbers from 000.001 to 3,300,000;
      With the nominal value of 5 (five) groszy each share.
      

1 a) The Company's share capital shall be conditionally increased by the amount not exceeding 18,000 (eighteen thousand) zlotych, by issue not exceeding 360,000 (three hundred sixty thousand) bearer shares D series, with the numbers from 000.001 to 360.000, with the nominal value of 5 (five) groszy each share.

1 b)    The objective to increase the share capital referred to in para. 1a) above shall be the assignment of right to the holders of subscription warrants to be allotted with the shares series D, issued on the basis of the resolution no. 4/2007 of the Extraordinary General Meeting of OPTOPOL Spółka Akcyjna in Zawiercie of 10 September 2007.


2. The share capital was paid in full.
3. Each share shall give one vote during the General Meeting.
4. The Company can issue bonds, including convertible bonds and bonds with pre-emption right to new shares as well as other securities. The amount of the issue of bonds as well as date, mode and the terms of possible conversion to shares shall be determined by the resolution of the General Meeting each time.
   

1. To prevent direct important damage threatening the Company;
2. To offer the shares to employees or people who for the period of at least three years were employed in the Company or in the associated company;
3. As a result of charge free activity or universal succession;
4. To be redeemed;
5. In other cases allowed by the provisions of law.
   

1. The present Shareholders shall have the right of pre-emption to be granted the new shares in the increased share capital, proportionally to the number of shares held (subscription right).
2. The General Meeting, for the benefit of the Company, can devoid the present Shareholders of the subscription right wholly or partially.
   

1. General Meeting;
2. Supervisory Board;
3. Management Board.
   

1. The General Meeting shall be convened by the Management Board as Ordinary or Extraordinary.
2. The Ordinary (or Annual) General Meeting shall be held by the end of June each year at the latest.
3. If the Management Board does not convene the Ordinary General Meeting within the prescribed term, this right to convene shall be within the Supervisory Board.
4. The General Meeting shall be held at the Company’s registered office.
   

1. The Extraordinary General Meeting shall be convened by the Management Board. The Supervisory Board shall have the right to convene the Extraordinary General Meeting if it deems it reasonable, and the Management Board does not convene Board does not convene the Extraordinary General Meeting within two weeks from the publication of relevant request by the Supervisory Board.
2. Shareholder(s) representing at least one tenth of the share capital can request to convene the Extraordinary General Meeting as well as to put single matters on the agenda of the next General Meeting.
3. The removal from the agenda or the abandonment of recognition of the matter put on the agenda at the request of Shareholders shall require passing of the resolution of the General Meeting with the prior the consent of all present Stockholders who filed the request. The resolution of the General Meeting, referred to above, shall require the majority of 3/4 (three fourth) of votes cast.
   

1. The General Meeting shall be convened by the announcement in Court and Business Monitor, which should be published at least three weeks prior to the date of the General Meeting.
2. The announcement should include the date, time and place of holding the General Meeting as well as a detailed meeting agenda. In the event of intended amendment to the Company's Articles of Association, the existing provisions as well as proposed amendments should be presented. If it is justified by significant scope of proposed amendments, the announcement can include the draft of new unified text of the Company's Articles of Association with the indication of new or amended provisions of the Company's Articles of Association.
   

1. The agenda of the General Meeting shall be determined by the Management Board.
2. The request to put single matters on the agenda of the next General meeting shall me made in writing by authorised persons and submitted to the Management Board a month prior to the proposed date of the General Meeting at the latest.
   

1. All Shareholders shall have the right to participate in the General Meeting personally or by proxies pursuant to the provisions of the Code of Commercial Companies. The power of attorney shall be granted in writing otherwise null and void and shall be attached to the minutes of the General Meeting. The employees of the Company and the members of the Management Board cannot be proxies.
2. The members of the Company’s governing bodies shall have the right to participate in the General Meeting.
   

1. The General Meeting shall be the capable of passing resolutions if it has been duly convened.
2. The General Meeting shall be opened by the Chairperson of the Supervisory Board or in case of his absence - the Vice-Chairperson of the Supervisory Board - and in the event of absence of both, the President of the Company's Management Board or the person designated by the Management Board shall open the General Meeting.
3. The Chairperson of the Supervisory Board or other authorised person referred to in para. 2 above shall carry out the election of the Chairperson of the General Meeting. The voting on the election of the Chairperson of the General Meeting shall be secret.
4. In the event of convening of the General Meeting by virtue of the registration court, the General Meeting shall be presided by the Chairperson of the General Meeting appointed by the registration court.
5. The resolutions of the General Meeting shall be passed with the absolute majority of votes cast unless the binding provision of law or the Articles of Association states otherwise.
6. Voting is unclassified. Secret voting shall be ordered during elections and in the event of request to dismiss the members or liquidators of the Company's bodies, bring them to justice as well as in personal matters or at the request of at least one of the persons authorised to participate in the General Meeting.
7. The General Meeting shall pass the regulations stipulating the detailed mode of proceedings course.
   

1. The object of the Ordinary General Meeting shall be:
   1. reviewing and approving of financial statements, the Management Board Business Report and the report of the Supervisory Board for the preceding financial year;
2. Passing resolution on the method of appropriation of profit or offset of loss;
3. Passing resolution to grant the approval to the members of the Company’s governing bodies for performance of their duties.
4. The competences of the General Meeting shall also include:
   1.  Passing and dismissing the members of the Supervisory Board;
   2. Amendments to the Company's Articles of Association, including increase and decrease of the Company’s share capital;
   3. Issue of convertible bonds and the bonds with the right of pre-emption to be allotted with shares of the Company and other securities, including subscription warrants;
   4. Determining the terms and condition for the remuneration and the remuneration itself of the members of the Supervisory Board;
   5. Merger, conversion or division of the Company;
   6. Dissolution of the Company and appointment of liquidators;
   7. Sales or lease of the undertaking or its organized unit of the Company and establishing a limited property right on them;
   8. Decision concerning claims for repairing damage caused when establishing the Company or when managing or supervising the Company;
   9. Purchase and sales of real property, perpetual usufruct or share in real property;
   10. Other matters for which the Code of Commercial Companies or the Articles of Association shall require the resolution of the General Meeting.

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:
   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 resolutions of the Supervisory Board can be passed if all members have been duly invited to the meeting.
2. The resolutions of the General Meeting shall be passed with the absolute majority of votes cast unless the Articles of Association state otherwise.
3. In case of equal number of votes the vote of the Chairperson of the Supervisory Board shall be the casting vote.
   

1. The Chairperson of the Supervisory Board, and in the event of his absence the Vice-Chairperson, elected by the Supervisory Board from among their members during the first meeting of the Supervisory Board in secret voting, shall preside the works of the Supervisory Board.
2. The Management Board shall convene the first meeting of the Supervisory Board within 14 (fourteen) days from the date of its appointment.
3. The administration of the secretary office of the Supervisory Board shall be ensured by the Management Board.
   

1. The members of the Supervisory Board shall perform their duties only personally.
2. The Supervisory Board can delegate its members to perform certain supervisory duties individually.
3. The non-competition ban shall apply to the members of the Supervisory Board, delegated to perform supervisory duties, in the same scope as in the case of the members of the Management Board.
4. The Supervisory Board can suspend in activities single or all members of the Management Board.
5. The members of the Management Board with the advisory voice can participate in the meetings of the Supervisory Board.
6. The members of the Supervisory Board shall receive remuneration for the performance of their duties in the amount determined by the General Meeting.
7. In the event of delegation of the member of the Supervisory Board to perform the management function, his mandate 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 be convened at least 1 (once) a quarter by its Chairperson at his own initiative, at the request of the Management Board or the member of the Supervisory Board. 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.
2. 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.
3. 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.
4. 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. The resolutions should be valid if all members of the Supervisory Board have been communicated about the text of the resolution draft.
5. The resolutions of the Supervisory Board can be passed in the written mode or 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.
6. 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.
   

1. The competences of the Company's Supervisory Board shall include the constant supervision of the Company's activity and exercise of its rights stipulated in law, in particular:
   1. Settling remuneration and employment terms and conditions of the Management Board Members;
   2. Giving consent to the members of the Management Board to participate in competitive activities personally or as participants of partnerships/companies, members of the company’s or cooperative’s governing bodies as well as shareholders of companies or cooperatives, if their participation in the share capital of these companies or cooperatives shall not exceed 10 (ten) percent or if pursuant to the Articles of Association or agreement they are entitled to appoint at least one member of the management board or supervisory body;
   3. Giving consent to join companies of civil or commercial law or other business organisations;
   4. Approving, presented by the Management Board, annual and long-term financial plans (budgets) of the Company;
   5. Prior approval of expenses exceeding 1,000,000 (one million) zlotych, concerning single transaction or series of related transactions, not included in the approved budget and being beyond the ordinary management of the Company;
   6. Prior approval to sell the assets of the Company, the value of which exceeds 10 (ten) percent of the book value of the Company, stated in the last audited financial statements of the Company, both in single transaction or series of related transactions, unless the transaction was included in the approved budget;
   7. Giving consent to increase the level of Company’s liabilities due to long term loans and credits other than customer credits, incurred within the ordinary management of the Company, exceeding 1,000,000 (one million) zlotych, exceeding the amount determined in the budget;
   8. Giving consent to increase the level of guaranties and warrants provided by the Company exceeding the amount of 500,000 (five hundred thousand) zlotych;
   9. Giving consent to incur other off-balance sheet liabilities in single transaction or series of related transactions for the amount exceeding 1.000.000 (one million) zlotych, exceeding the amount determined in the budget;
   10. Giving consent to purchase, sell and encumber real property or their decimal parts;
   11. Approving the Regulations of the Management Board;
   12. Appointing the certified auditor performing the examination or the review of financial statements;
   13. Delegating the members of the Supervisory Board to perform the function of the Management Board, in the event of suspension of the members thereof.
2. The Supervisory Board shall represent the Company in agreements and disputes with the members of the Management Board, however, on behalf of the Supervisory Board, on the basis of power of attorney granted each time by resolutions, they shall be signed by the Chairperson of the Supervisory Board or other member of the Supervisory Board appointed by the resolution of the Supervisory Board.
   

The detailed mode of convening and works of the Supervisory Board are determined the Regulations, passed by the General Meeting at the request of the Chairperson of the Supervisory Board.

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. 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.
3. The Company can be represented by proxies appointed by the Management Board, on the basis and within the limits of granted power of attorney.
4. 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.
5. The member of the Management Board can be dismissed by the General Meeting prior to the end of the term.
   

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 unanimously decide on granting procuration. Each member of the Management Board can cancel the procuration.
   

1. 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.
2. The statements and reports referred to in preceding paragraph, upon their examination and providing opinion by certified auditors, together with the resolutions draft on the appropriation of profit or offset 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.
   

1. The own capitals of the Company are:
   1. Share capital;
   2. Supplementary capital;
   3. Reserve capitals.
2. The financial year of the Company equals the calendar year.
   

The reserve capitals can be created or liquidated as appropriate by virtue of the resolutions of the General Meeting.

The profit, upon making mandatory write-offs, shall be disposed to:

1. Offset losses for the previous years;
2. Dividends for the Shareholders in the amount stated annually by the General Meeting; and
3. Other objectives compliant with the resolution of the General Meeting.
   

1. Shareholders shall have the right to participate in profit, disposed by the resolutions of the General Meeting to be divided among the Shareholders (dividend).
2. Distributable profit shall be distributed among the Shareholders proportionally to the numbers of shares held, and if shares are not fully paid, proportionally to the amount of payments made.
3. The dividend day and the date of dividend pay-out shall be determined by the resolution of the General Meeting.
   

1. Shares can be redeemed.
2. The shares can be redeemed upon the consent of the Shareholders by means of their purchase by the Company (voluntary redemption).
3. Voluntary redemption cannot be made more than once a financial year.
4. The redemption of shares shall require the resolution of the General Meeting.
5. The resolution on the redemption of shares shall determine in particular the legal basis of redemption, the amount of remuneration eligible to Shareholder for redeemed shares or the justification for redemption of shares without remuneration and the way to decrease the share capital.
6. The resolution on the redemption shall be published.
7. The resolution on the amendment to the Articles of Association concerning the redemption of shares should be justified.
8. The redemption of shares shall require decreasing the Company’s share capital. The resolution on decrease the Company’s share capital shall be passed during the General Meeting, during which the resolution on the redemption of shares was passed.
   

In the event of the Company’s liquidation the General Meeting shall appoint one or more liquidators and shall determine the way of liquidation.

Within the meaning of these Articles of Association a given entity shall be:

1. "Associated Entity" if it is Parent Company in relation with the Company, Controlled Entity in relation with the Company or Controlled Entity in relation with Parent Company in relation with the Company.
2. "Parent Company", if: (a) holds directly or indirectly through other entities the majority of votes in the governing bodies of a given entity, on the basis of agreements with other people as well, or (b) is entitled to appoint or dismiss the majority of the members of managing bodies of the other entity, or (c) more than half of the member of the management board of the other entity is at the same time the members of management board, procurators or persons holding management functions of the first entity or other entity dependant on the first one.
3. "Controlled Entity" is in relation to that entity, other entity is Parent Company, however, all Controlled Entities of that Controlled Entities are deemed to be the Controlled Entities of the Parent Company.
   

In these Articles of Associations all capitalised expression shall have the following meaning:

1. Company - OPTOPOL Technology S.A. with its registered office in Zawiercie;
2. General Meeting, Supervisory Board, Management Board – relevant governing bodies of the Company;
3. Shareholder – shareholder of the Company;
4. Articles of Associations - Articles of Associations of the Company.
   

In all matters not regulated by these Articles of Association the provisions of the Code of Commercial Companies shall apply.