Rainbow

Articles of the company

THE ARTICLES OF ASSOCIATION OF
RAINBOW TOURS SPÓŁKA AKCYJNA (RAINBOW TOURS JOINT STOK COMPANY)
(the consolidated text)

Drafted based on: :
1. The notarial deed drafted on 07.09.2003 by civil law notary Anna Goździalska Register A No A1892/2003;
2. The notarial deed drafted on 06.01.2005 by civil law notary Anna Goździalska Register A No A 86/2005
3. The notarial deed drafted on 16.10.2006 by civil law notary Zbigniew Jacek Lipke Register A No A 4530/06
4. The notarial deed drafted on 27.03.2007 by civil law notary Zbigniew Jacek Lipke Register A No 1405/07
5. The notarial deed drafted on 14.05.2007 by civil law notary Zbigniew Jacek Lipke Register A No 2135/07
6. The notarial deed drafted on 18.06.2007 by civil law notary Zbigniew Jacek Lipke Register A No 2755/07
7. The notarial deed drafted on 30.07.2007 by civil law notary Zbigniew Jacek Lipke Register A No 3644/07
8. The notarial deed drafted on 15.10.2007 by civil law notary Zbigniew Jacek Lipke Register A No 4888/07
9. The notarial deed drafted on 06.06.2008 by civil law notary Dorota Kalsztein Register A No 3076/2008
10. The notarial deed drafted on 14.11.2008 by civil law notary Zbigniew Jacek Lipke Register A No 6413/08
11. The notarial deed drafted on 29.06.2010 by civil law notary Anna Bald Register A No 8818/2010
12. The notarial deed drafted on 11.01.2011 by civil law notary Anna Bald Register A No 1715/2011
13. The notarial deed drafted on 29.03.2011 by civil law notary Anna Bald Register A No 4037/2011
14. The notarial deed drafted on 29.06.2011 by trainee civil law notary Tomasz Piotr Król substitute to Zofia Król, Register A No 3165/2011
15. The notarial records drafted on 16.09.2011 by trainee civil; law notary, substitute of Zofia Król, Register A No 4639/2011
16. ) introduced by Regional Court for Łódź Śródmiasto, XX Economic Division at the request of the Company, case No LD.XX NS-REJ.KRS/015231/11/932
17. The notarial deed drafted on 11.06.2013 by civil law notary Anna Bald Register A No 3106/2013
With the following content:


I. Name and registered office of the company

§ 1.
The name of the company is RAINBOW TOURS Spółka Akcyjna (Rainbow Tours Joint Stock Company). The company may use its short name: RAINBOW TOURS SA and its distinguishing logo:
§ 2.
The registered office of the company is Łódź
§ 3.
The company shall operate within territory of the Republic of Poland and overseas.
§ 4.
At the territory of its operations, the company can open and operate divisions, branches, representative offices and other organizational units, form or join other companies or entities, including with foreign capital.
§ 5.
The company shall be incorporated for indefinite period of time.
§ 6.
The founders of the company shall be: Sławomir Wysmyk, Grzegorz Baszczyński, Tomasz Czapla and Remigiusz Talarek.

II. The business of the company shall be:
§ 7.
1. The business of the company shall include operations marked with codes of Classification of business activities in Poland (PKD 2007), which are provided for the individual activities:
1) 18.11.Z – printing of newspapers
2) 18.12.Z – other printing
3) 18.13.Z – pre-press and pre-media services
4) 18.14.Z – binding and related services
5) 41.10.Z –Realization of building projects related to erection of buildings
6) 42.99.Z –Works related to construction of other civil engineering projects not elsewhere classified
7) 47.81.Z –Retail sale via stalls and markets of food, beverages and tobacco product
8) 47.89.Z –, Retail sale via stalls and markets of other goods
9) 47.91.Z –Retail sale via mail order houses or via Internet
10) 47.99.Z –Other retail sale not in stores, stalls or markets
11) 49.10.Z –Passenger rail transport, interurban
12) 49.20.Z – Freight rail transport
13) 49.31.Z – Urban and suburban passenger land transport
14) 49.32.Z – Taxi operation
15) 49.39.Z –Other passenger land transport not elsewhere classified
16) 50.10.Z –Sea and coastal passenger water transport
17) 50.30.Z –Inland passenger water transport
18) 51.10.Z –Passenger air transport
19) 51.22.Z – Space transport
20) 52.21.Z –Service activities incidental to land transportation
21) 52.22.A – Service activities incidental to sea transportation
22) 52.22.B –Service activities incidental to inland transportation
23) 52.23.Z –Service activities incidental to air transportation
24) 52.29.A –Sea transportation agencies activities
25) 52.29.B –Inland transportation agencies activities
26) 52.29.C –Other transportation agencies activities
27) 55.10.Z –Hotels and similar accommodation
28) 55.20.Z –Holiday and other short-stay accommodation
29) 55.30.Z – Camping grounds (including grounds for camping vehicles), and campsites
30) 55.90.Z –Other accommodation
31) 56.10.A –Restaurants and other eating places
32) 56.10.B –Mobile eating places
33) 56.21.Z –Event catering activities
34) 56.29.Z –Other food service activities
35) 56.30.Z –Beverage serving activities
36) 58.11.Z –Book publishing
37) 58.13.Z –Publishing of newspapers
38) 58.14.Z –Publishing of journals and periodicals
39) 58.19.Z – Other publishing activities
40) 59.20.Z –Sound recording and music publishing activities
41) 64.19.Z – Other monetary intermediation
42) 64.92.Z –Other credit granting
43) 64.99.Z –Other financial service activities, except insurance and pension funding not elsewhere classified
44) 66.21.Z –Risk and damage evaluation
45) 66.22.Z –Activities of insurance agents and brokers
46) 66.29.Z – Other activities auxiliary to insurance and pension funding
47) 68.10.Z –Buying and selling of own real estate
48) 68.20.Z –Rental and operating of own or leased real estate
49) 68.31.Z –Real estate agencies
50) 68.32.Z – Management of real estate on a fee or contract basis
51) 73.11.Z – Advertising agencies activities
52) 73.12.A –Intermediation in the sale of time and place on advertising aims in the radio and television
53) 73.12.B –Intermediation in the sale of the place on advertising aims in printed media
54) 73.12.C –Intermediation in the sale of the place on advertising aims in electronic media (Internet)
55) 73.12.D –Intermediation in the sale of the place on advertising aims in other media
56) 74.90.Z –Other professional, scientific and technical activities not elsewhere classified
57) 77.11.Z - Rental and leasing of cars and light motor vehicles
58) 77.12.Z –Rental and leasing of other motor vehicle, excluding motorcycles
59) 77.34.Z –Rental and leasing of water transport equipment
60) 77.35.Z – Rental and leasing of air transport equipment
61) 79.11.A –Tour agents activities
62) 79.11.B – tour middlemen activities
63) 79.12.Z –Tour operator activities
64) 79.90.A – Couriers on package tours and tour guides activities
65) 79.90.B –Tourist information activities
66) 79.90.C –Other reservation service activities not elsewhere classified
67) 81.10.Z –Buildings service support activities
68) 82.30.Z – Organisation of conventions and trade shows
69) 85.59.B –Other out-of-school forms of education, not elsewhere classified
70) 85.60 Z –Educational support activities
2. If starting of an activity or operating a business under specific laws, shall require a permit or a license of a state agency or other competent authority, in that case the business can start or operate only after the permit or license is obtained.
§ 8.
1. The Company and its related parties can operate as a group or the Company can cooperate with them as a part of their business operations.
2. In order to meet the objective stipulated in art. 1 the Company undertakes various actions, including provision of specialist services for some of the related parties.
3. Rules and forms of realization of the undertaking shall be determined by the Management Board.

III. Equity of the Company
§ 9.
The equity of the Company shall be formed by
1) share capital, 2) supplementary capital 3) reserve capitals
§ 10.
1. The share capital of the Company amounts to PLN 1,455,200 (one million four hundred fifty five thousand two hundred zloty) and is divided into 14.552.000 fourteen million five hundred fifty two thousand) shares with face value of PLN 0.10 each, including
1) 5,000,000 (five million) preference shares series A of the total face value PLN 500,000 (five hundred thousand) with numbers from A-0000001 to A-5000000;
2) 2,000,000 (two million) ordinary bearer shares series B of the total face value of PLN 200,000 (two hundred thousand zloty );
3) 1,800,000 (one million eight hundred thousand ) preference shares series C1 of the total face value of PLN 180,000 (one hundred eighty thousand zloty) with numbers from C-00000001 to C-1500000 and C-1700001 to C-2000000;
4) 1,000,000 (one million) ordinary bearer shares series C2 of the total face value of PLN 100,000 (one hundred thousand);
5) 200,000 (two hundred thousand) ordinary bearer shares series C3 of the total face value of PLN 20,000 (twenty thousand zloty)
6) 52,000 ( fifty two thousand) ordinary bearer shares series D of the total face value of PLN 5,200 (five thousand two hundred zloty)
7) 2,000,000 (two million) ordinary bearer shares series E of the total face value of PLN 200,000 (two hundred thousand zloty) ;
8) 2,500,000 ( two million five hundred thousand zloty) ordinary bearer shares series F of the total face value of PLN 250,000 (two hundred fifty thousand zloty)
2. Series A and Series C1 shares are vote preference shares and 2 votes are attached to one shares at the General Meeting of Shareholders
3. Before registration of the company cash contributions were made in the amount of PLN 125,000 (one hundred twenty five thousand zloty) for payment of the share capital. Cash contributions shall be made for payment for shares of first issue by founders who took up shares within 6 months of the registration of the Company.
§ 11.
1. A shareholder shall be obliged to notify in writing the Management Board about its intention to dispose shares and to provide all information which should allow the Management Board to assess terms of the transaction of disposal of preference shares, including its legality; and the shareholder in particular shall be obliged to provide the following data: contractor’s data (including direct contact data), number of shares for sale, the transaction price (total and per share) agreed with the contractor, terms of payment. If the shareholder wants to carry out sale stipulated in the above sentence, the shareholder shall be obliged in particular to present copies of any documents, which are the base of the arrangement for sales of preference shares (a letter of intent, a preliminary sale contract, a conditional contract).
2. Taking into account the provisions of previous section the Management Board of the Company shall be entitled to verify details of any actual and legal facts related to the transaction of sale of preference shares and with regard to this matter the company can address a shareholder with questions and requests for explanation; however taking into account constraints of legal provisions or other legal actions concerning prohibition of disclosing personal data, confidential business information and protection of classified information, etc. If there are any constraints stipulated in the former sentence the Management Board shall be obliged to declare confidentiality if it is sufficient to obtain the data without breaching the rules under which the data were obtained before it receive the data.
3. The Management Board shall immediately inform other shareholders with preference shares about the intention to dispose shares. Those shareholders hold pre-emptive right to preference shares, whereas the terms of the transaction of sale of the preference shares in such case cannot be less favourable for the seller of the shares – with regard to the price of the shares and dates of the payment- than the conditions presented by the shareholder and confirmed by the Management Board of the Company pursuant to section 1 and 2 of this paragraph.
4. If there are no declaration of the shareholders with preference shares about the intention to exercise their pre-emptive right or partial execution of the right, the Management Board may, within two weeks of the lapse of the date for putting offers of purchase of preference shares, indicate a third party as a purchaser, and the conditions of transaction of sale of preference shares cannot be less favourable with regard to the transaction price and dates of the payment than the conditions presented by the shareholder and confirmed by the Management Board pursuant to section 1 and 2 of this paragraph.
5. If the Management Board fails to indicate any purchaser or the indicated purchaser (a third party) or the shareholder exercising their pre-emotive right fails to pay the price within two weeks of the date of declaration about the intent to sell the shares, the shareholder may freely sell the shares.
6. The sale, which shall not be carried out according to the above rules will be ineffective against the company.
§ 12.
1. The shares of the company shall be registered shares or bearer shares.
2. Bearer shares cannot be converted to registered shares.
3. Share capital may be increased through issue of new shares or through increase in face value of the already held shares.
4. The share capital may be paid up for with cash or non-cash contribution or both. The share capital may be increased also through transfer of funds from supplementary capital or transfer of net profit to share capital or delivery of shares to shareholders instead of dividend.
5. The company may purchase own shares in cases stipulated in art. 362 paragraph 1 of the Code of Commercial Partnerships and Companies.
6. The shares may be redeemed through decreasing share capital. The Management Board shall decide about the conditions and the way of share redemption.
7. The Management Board of the Company shall be entitled each time to contract agreements concerning registration in deposit of securities, especially deposited in National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) , for the securities issued by the Company, including shares of the company as well as other securities arising on securities issued by the Company.
§ 13.
1. The Company may issue debt securities, including bonds convertible to shares (“convertible bonds”) and bonds which entitle to subscribe shares of the company before its shareholders (“pre-emptive bonds”).
2. The Management Board shall be authorised to increase share capital of the Company one or several times by the amount of no more than PLN 900,000 through issue of no more than 9,000,000 ordinary bearer shares with the face value of PLN 0.10 (ten grosz) each (“Target Capital”) according to following rules:
a) the authorisation stipulated in this section was granted for 3 years of the registration date of the amendment of the Articles of Association by adding this section
b) Shares delivered under the Target Capital may be taken up for cash or non-cash contribution
c) the issue price of shares delivered under the Target Capital shall be determined by the Management Board in the resolution increase of the Target Capital according to this authorisation
d) The resolution of the Management Board adopted under this authorisation granted in this article shall replace the resolution of the General Meeting concerning increase of the share capital.
3. The Management Board shall be authorised to exclude pre-emptive rights of the current shareholders. The Resolution of the Management Board in this matter requires the consent of the Supervisory Board.
4. The Management Board shall be authorised to issue registered or bearer subscription warrants, which entitle the holder to subscribe for shares or take up shares under the Target Capital excluding the pre-emptive right (subscription warrants).
5. The Management Board shall have the right to decide about all matters related to the increase of share capital under the Target Capital, the Management Board shall be authorised in particular to:
i. to contract investment underwriting agreements or firm commitment underwriting agreements or other agreements which secure successful issue of shares, as well as to contract agreements pursuant to which global depository receipts for shares will be issued outside the territory of the Republic of Poland subject to applicable law
ii. to adopt resolutions and undertake other actions concerning dematerialization of shares or entering into agreements with National Depository for Securities (Krajowym Depozytem Papierów Wartościowych S.A.) to register shares subject to applicable provisions of law
iii. To adopt resolutions and undertake other actions concerning issue of shares in private placement or public offering and requesting admitting of shares to trade at regulated market subject to the provisions of applicable law.

§ 14.
1. The share capital shall be created pursuant to the rules stipulated in art. 396 of the Polish Code of Commercial Partnerships and Companies
2. Reserve capitals shall be created if there is an obligation of creating them under applicable law, or pursuant to the resolutions of the General Meeting of the Company.

IV. Governing Bodies of the Company
§ 15.
The governing bodies of the Company shall be as follows:
1. The Management Board
2. The Supervisory Board
3. The General Meeting of Shareholders

The Management Board
§ 16.
1. The Management Board shall comprise two to five members appointed and dismissed by the General Meeting.
2. The members shall be appointed for a common term. The common term of the Management Board shall be five years.
3. All members of the Management Board shall be authorised collectively to manage affairs of the Company
4. Reappointments of the same person to sit on the Management Board shall be permissible.
5. The list of members sitting on the Management Board shall be determined by the General Meeting.
6. The Management Board or its individual members may be dismissed before the end of the common term.
§ 17.
1. Each member of the Management Board individually, by proxy, as well as by an agent acting within the limit of their authorisation, subject to section 2 shall be authorized to act in law on behalf of the Company
2. The cooperation of two members of the Management Board or a member of the Management Board and a proxy shall be required to contract liabilities, which amount exceeds PLN 1,000,000.00 (one million zloty)
§ 18.
A unanimous consent of all members of the Management Boars shall be required to grant procuration. Each member of the Management Board individually may revoke procuration.
§ 19.
1. The Management Board shall manage ongoing operations of the company and represent it before authorities, state agencies and third parties in court proceedings and outside the court.
2. In agreements and disputes between the company and the members of the Management Board the Company shall be represented by the Supervisory Board or attorneys appointed by a resolution of the General Meeting .
3. The details of procedure of operations of the Management Board shall be determined by the Regulations of the Management Board and approved by the Supervisory Board.

The Supervisory Board
§ 20.
1. The Supervisory Board shall comprise at least five members appointed and dismissed by the General Meeting of Shareholders.
2. Members of the Supervisory Board shall be appointed for a common term. The term of the Supervisory Board shall be three years.
3. The mandates of the members of the Supervisory Board shall expire at the latest at the date of General Meeting of Shareholders convened to approve financial statements of the company for the last financial year when the member of the Supervisory Board sat on the Supervisory Board.
4. A mandate of a member of the Supervisory Board shall expire also due to death, resignation or dismissal of the member of the Supervisory Board.
5. In case, when as consequence of expiry of one or more mandates of the members of the Supervisory Board before the end of the term, in the period before holding General Meetings of Shareholders, the Supervisory Board will lose its capacity to adopt resolutions, the remaining members of the Supervisory Board shall be entitled to co-opt one or more members of the Supervisory Board, so that the Supervisory shall comprise at least five members.
6. The appointment of one or more members of the Supervisory Board pursuant to the provision of the above section must be approved by the next General Meeting. If the General Meeting fails to approve new member or members of the Supervisory Board, which were co-opted; the General Meeting shall appoint new member of the Supervisory Board in place of the member, who was not approved, The supervisory activities and decisions undertaken in the period of appointing (co-option) to the time of adoption of the resolution of the General Meeting of the Management Board on non-approval of the appointment, by the member of the Supervisory Board or with participation of the Management Board are valid.
7. The mandate of the member of the Supervisory Board appointed before the end of the term shall expire with the expiration of the mandates of other members of the Supervisory Board.
8. The number of the members of the Supervisory Board shall be determined by the General Meeting
9. If the applicable law imposes the obligation of appointment of the audit committee on the Company and at the same time the Supervisory Board comprises no more than five members, then pursuant to the Articles of Association the appointment if the audit committee is not necessary. In such case if the audit committee is not appointed, and its duties are fulfilled by the Supervisory Board.
§ 21.
1. The Supervisory Board shall supervise all operations of the Company pursuant to the provisions of the Polish Code of Commercial Partnerships and Companies and the Articles of Association
2. The Supervisory Board acting in its capacity shall have the right to revise all sections of operations of the Company, demand reports and explanation from the Supervisory Board, revision of property and check documents and records.
§ 22.
The special powers of the Supervisory Board except for those listed in the Polish Code of Commercial Companies and Partnerships shall be:
a) an assessment of the financial statements of the Company
b) an assessment of the directors’ report and requests of the Management Board concerning distribution of profit or loss coverage
c) contracting and terminating employment contracts with members of the Management Board, including determination of remuneration rules
d) appointment of an expert auditor
e) examination and giving opinion on plans of operation of the Company and its enterprise presented by the Management Board
f) giving opinions of all documents and requests of the Management Board placed on the agenda of the General Meeting
g) approval of the regulations of the Management Board
h) approval of the regulation of the Supervisory Board
i) accepting the conditions of all incentive programs of the company by ordinary majority of votes
j) formation of other company by the Company
k) Granting consent to the Management Board for acquisition or disposal of real property, perpetual usufruct or share in real property or perpetual usufructuary right.

§ 23.
1. The Meetings of the Supervisory Board shall be convened by the chairman or deputy chairman as necessary, however not less than once in three months,
2. The Meetings of the Supervisory Board shall be held in the seat of the Company
3. The members of the Management Board may take part in its works only personally.
4. Notification of all members of the Supervisory Board about the time and agenda of the meeting as well as the presence of at least half of the members of the Supervisory Board, including the chairman or deputy chairman, shall be required for the validity of the resolutions of the Supervisory Board.
5. The members of the Management Board may take part in meetings of the Supervisory Board in an advisory capacity, unless the Supervisory Board shall decide otherwise.
6. . The Supervisory Board shall adopt resolutions by open vote.
7. Voting by secret ballot shall be ordered at the request of the Supervisory Board and in personal matters. If the voting by secret ballot is ordered the provisions of section 10 of this paragraph shall not be applicable.
8. The Supervisory Board shall adopt resolutions by ordinary majority votes casted in the presence of at least half of the members of the Supervisory Board. In case of equal number of votes the chairman shall have a casting vote.
9. The Supervisory Board may adopt resolutions in writing or through means of direct distance communication, in particular by phone, fax or the internet subject to art. 388 § 4 of the Polish Code of Commercial Partnerships and Companies.
10. Minutes are taken from the meetings of the Supervisory Board according to the provisions of art. 391 § 2 of the Polish Code of Commercial Partnerships and Companies.
11. Detailed procedure of operations of the Supervisory Board shall be determined by the regulation approved by the General Meeting.
§ 24.
1. Subject to § 20 section 5 and 6, members of the Supervisory Board shall be appointed and dismissed by the Supervisory Board, and at least three members of the Supervisory Board should meet the criteria of an independent member of the Supervisory Board.
2. The independent member of the Supervisory Board shall be the person, who on the date of the appointment to the Supervisory Board meets at least the following conditions
a) shall hold at least 5% (five per cent) shares of the company
b) shall not be a close person to any of the shareholders holding at least 5% (five per cent) or more of the shares of the company (this shall not refer to shareholders who are natural persons).
c) shall not be a member of governing bodies of a subsidiary of the company pursuant to the Accounting Act
d) shall not be a close person to the member of the governing body of the Company or the employee employed in the rank of head of team or in a higher rank
e) shall not receive remuneration other than for being a member of the Supervisory Board.
f) Shall not be an employee or a member of a governing body of the shareholder of the Company which holds 5% (five per cent) or more of the shares of the company
3. A close person for the purpose of the provisions of § 24 shall be considered – a spouse, ascendants, descendants, siblings, akin in the same line and degree, a daughter-in-law and a son-in-law.

The General Meeting of Shareholders
§ 25.
1. The General Meeting may be ordinary or extraordinary.
2. The General Meeting shall be convened not later than within six months after the end of each financial year.
3. The Extraordinary General Meeting shall be convened by the Management Board on its own initiative, at the request of the Supervisory Board or at the request of the shareholder or shareholders representing at least 1/20 of the share capital of the company. The request of the Supervisory Board with relevant justification should be submitted in writing at the latest a month in advance of the date of the extraordinary General Meeting proposed by the Supervisory Board, a shareholder or shareholders representing at least 1/20 of the share capital may request holding of an extraordinary General Meeting of Shareholders and placing some items on the Agenda of the meeting. The request of holding of the Extraordinary General Meeting of Shareholders should be submitted to the Management Board in writing or through electronic means of communication. The request should be justified.
4. The Extraordinary General Meeting should be convened at the request of the Supervisory Board of shareholders within two weeks of the date of the request receipt.
5. The Supervisory Board shall be obliged to convene General Meeting of Shareholders.
a) If the Management Board of the Company failed to convene the ordinary General Meeting of Shareholders within required time limit according to section 2 of this paragraph
b) If despite the submission of the request stipulated in section three of this paragraph the Management Board failed to convene the General Meeting of Shareholders within time limit stipulated in section 4.
§ 25 a
Shareholders representing at least half of the share capital or at least half of the votes in the Company may convene extraordinary General Meeting. The shareholders appoint the chairman of the Meeting.
§ 25 b
The Supervisory Board as well as a shareholder or shareholders representing at least 1/20 of the share capital may request placing given matters on the agenda of the next General Meeting. The request should be submitted to the Management Board not later than 21 days in advance (twenty one days) before scheduled date of the General Meeting.

§ 25 c
The Management Board shall be immediately obliged, however not later than in 18 (eighteen) days in advance of the scheduled date of the General Meeting announce amendments in the agenda, which were introduced at the request of shareholders or the Supervisory Board. The announcement shall follow the rules for convening of the General Meeting of the shareholders.

§ 26.
1. Shareholders personally or through agent (pursuant to the power of attorney granted in writing or through electronic means of communication) as well as members of the Management Board and Supervisory Board and other persons specified by the applicable provisions of law and the Regulations of the General Meeting of shareholders shall have the right to participate in the General Meeting.
2. Resolutions of the General Meeting shall be adopted by ordinary majority of votes casted, unless the provisions of the Polish code of Commercial Partnerships and Companies or this Articles of Association provide otherwise.
3. The General Meeting is held in Łódź or in the premises stipulated in art. 430 second sentence of the Polish Code of Commercial Partnerships and Companies.
§ 27.
1. The powers of the General Meeting shall include matters provided for in the Polish Code of Commercial Partnerships and Companies, provisions of other acts and the Articles of Association, subject to provision of section 2 of this paragraph.
2. The powers of the General Meeting shall be in particular:
a) revision and approval of the directors’ report and the financial statements for the last financial year.
b) distribution of profit and coverage of loss
c) setting the dividend record date and the date of dividend payment
d) granting the vote of approval to members of the governing bodies of the company
e) change in the business of the Company
f) appointment and dismissal of the members of the Management Board,
g) appointment and dismissal of the members of the Supervisory Board and determination of rules of their remuneration
h) amendments in the Articles of Association
i) increase or decrease of share capital
j) issue of every type of bonds
k) share buyback in case stipulated in art. 362 § 1 point 2 of the Polish Code of Commercial Partnerships and Companies
l) redemption of shares
m) use of supplementary capital
n) creation of special purpose funds.
o) mergers, transformations and divisions of the company
p) dissolution and liquidation of the company
q) disposal and lease of an enterprise or organised part thereof and establishment of limited right in rem for them
r) any provisions concerning claims for damages, for the damage caused in the course of management and supervision activities
s) adoption of the regulations of the meeting of the General Meeting
t) Approval of the Regulations of the Supervisory Board
3. The Supervisory Board may appoint other person to open the General Meeting.
4. The matters to be heard by the General Meeting should be presented beforehand to the Supervisory Board for its opinion.
5. The resolution of the General Meeting shall not be required to purchase or dispose a real property by the company, perpetual usufruct or share in real property or in perpetual usufructuary right.

V. The Management of the Company
§ 28.
1. The financial year for the company shall be a calendar year. The first financial year shall be ended on 31 December 2004.
2. The Management Board shall submit the annual financial statements of the company, the directors’ reports, and the requests of the Management Board concerning profit distribution of loss coverage to the Supervisory Board for its opinion, and then to General Meeting to revise and approve. The Supervisory Board shall submit the report on the results of the assessment in writing to the General Meeting.
3. The net profit of the company may be allocated in particular for
a) appropriation to supplementary capital
b) investments
c) appropriation to reserve capitals created by the company
d) dividend for shareholders
e) Other purposes stipulated in the resolution of the General Meeting
4. The dividend record date and the date of dividend payments shall be determined by ordinary General Meeting
5. Shareholders of the Company shall have the right to profit sharing stated in the financial statements , which was examined by expert auditor, the profit which was allocated by the General Meeting for distribution to shareholders.

VI. Other provisions
§ 29.
The announcements of the Company are published in Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) and the financial statements in Polish monitor B ( Polski Monitor B)
§ 30.
In the matters not regulated herein the provisions of the Polish Code of Commercial Partnerships and Companies and other respective statutes shall apply.
§ 31.
The above cost does not charge the company and were incurred totally by its founders.
§ 32.
Each time after registration of amendments in the Articles of Association by the Court, the consolidated text of the Articles of Association shall be determined by the Supervisory Board.