Rainbow

Regulations / By-laws of the Board of Directors

The Regulations of the Management Board

of RAINBOW TOURS SA with registered office in Lodz.

(These Regulations were adopted by the Resolution No 1/06/2007 of the Management Board of RAINBOW TOURS SA of 18th June 2007 approved by the Resolution No 1/06/2007 of the Supervisory Board of RAINBOW TOURS SA of 28th June of 2007)

 

§1. Scope of duties of the Management Board.

 

1.      The Management Board of RAINBOW TOURS SA, hereinafter referred to as "Management", shall manage current activities of the Company; represent it in external dealings with authorities, offices and third parties, in proceedings before court and outside it; manage the assets of the Company; takes responsibility for the appropriate book-keeping; observe strictly the provisions of the Commercial Companies Code, the Statutes of the Company, resolutions adopted by the General Assembly and the Supervisory Board of the Company, and the provisions of these Regulations as well.

2.      The Management Board shall define the strategy of the development for the Company, main objectives of its operation and plans of the activities of the Company and its enterprises. The Management Board shall be obliged to submit them to the Supervisory Board in order to review and give opinion, and then to introduce and implement them.

3.      While making decisions concerning the matters of the Company members of the Management Board should act within the limits of justified economic risk, i.e., after examination of all the information, analyses and opinions, which reasonably evaluated by the Management Board, should be, in specific cases, taken into consideration with regard to the Company's interest. In the event that the Company's interest is to be ascertain, justified and long-term-perspective interests of shareholders, creditors, employees of the Company, other Subjects, persons co-operating with the Company in the Scope of economic activity, and also the interest of the local community should be taken into consideration.

4.       In the case of closing the deal with shareholders and other persons whose interest exert influence on the interest of the Company, the Management Board should act with special care in order to close the deal in accordance with market conditions, i.e. - the basis for assessing the value of the transaction with above mentioned persons should be market price (if such is known), and in other cases deals should be closed according to market criteria.

5.      The Management shall be entitled to make all the decisions which are not reserved for the competence of other bodies of the Company.

 

 

§ 2. Composition of the Management Board

 

1.      The Management Board shall comprise 2-5 members to be appointed and dismissed by the General Assembly of the Company.

2.      The members of the Management Board shall be appointed for the common term of the office by the General Assembly of the Company.

3.      The common term of the office shall be five years.

4.      The members of the Management Board may be reappointed for the common term of the office into the Management Board.

5.      The number of the members of the Management Board shall be defined by the General Assembly of the Company.

6.      The Management Board or its individual members may be dismissed before the end of the common term of the office.

7.      The mandates of the members of the Management Board shall expire in the following circumstances:

a)      on the day of the meeting of General Assembly to approve financial statement of the Company for the last full financial year, while serving as a member of the Management Board,

b)       during the term of the office: in the case of dismissal by the General Assembly or due to resignation, and in the case of death of the member of the Management Board.

 

§ 3. Rules concerning representation of the Company.

 

1.      Every member of the Management Board individually, holder of the commercial power of proxy, and an attorney pursuant to the provisions of the relevant powers of attorney, subject to section 2, shall be authorised to perform legal acts on the behalf of the Company.

2.      Co-operation of two members of the Management Board or the member of the Management Board and the holder of commercial power of proxy shall be required to incur liabilities which value exceeds 50% (fifty per cent) of the share capital.

3.      To establish the power of the procuration, unanimous consent from the members of the Management Board shall be required. Every member of the Management Board may independently withdraw the power of the procuration.

 

§4. The manner of the work of the Management Board.

 

1.      The Management Board shall comprise: the President, the Deputy of the President of the Management Board, and the members of the Management Board.

2.      The President of the Management Board shall have the following specific powers in internal dealings of the Company:

-        to convene the meetings of the Supervisory Board on his/her initiative, on the request of any of the members of the Management Board, or on the request of the Supervisory Board,

-        to preside over the meetings of the Management Board,

-        to appoint the Deputy from the members of the Management Board when the competent member is absent, and the matter in his/her competence requires immediate action,

-        to coordinate the work of other members of the Management Board; he/she may entrust supervision over the specific fields of activity to the members of the Management Board,

-        to take responsibility for the documentations of works of the Management Board,

-        to issue internal regulations, official instructions, and other provisions regulating the activity of the Company.

3.      The external obligations of the President of the Management Board shall be in particular:

-        to appear as the manager of the Company's enterprises, in contacts with state agencies and fiscal organs in particular, in the case when law requires to appoint the manager of the enterprise,

-        to perform representative functions.

4.      The meetings of the Management Board shall be held, if necessary, at least once a month.

5.      The members of the Management Board shall take part in the meetings of the Management Board personally.

6.      The President of the Management Board shall convene meeting of the Management Board on his/her own initiative, or on the request of the member of the Management Board, or the Supervisory Board.

7.      The President of the Management Board shall notify all the members of the Management Board about the date, place and the agenda, at least in a week advance.

8.      The meeting of the Management Board may be convened in an advance shorter than one week, or without advance, only with the consent of all the members of the Management Board

9.      If possible, the meetings should be held in the seat of the Company.

10.  Attendance at the meetings of the Management Board shall be compulsory. A member unable to take part in the meeting shall immediately notify the President of the Management Board.

11.  Every member of the Management Board shall have the right to:

-        file a motion concerning modification or supplementation of the agenda of the Management Board,

-        require that the voting is secret.

12.  The agenda may be modified provided that all the members of the Management Board are present at the meeting, and the appropriate resolution shall be adopted in this matter.

 

 

 

§6. Other provisions

 

1.      The members of the Supervisory Board, and other persons competent in particular matter may be invited to the meetings of the Management Board.

2.      The members of the Management Board may take part in the meetings of the Supervisory Board with consultative voice, unless the Supervisory Board s decides otherwise.

3.      The Management Board shall submit all the matters stipulated by the provisions of adequate rules of law, provisions of the Commercial Companies Code in particular, and also provisions of the Statutes of the Company, to review and approve by the Supervisory Board.

4.      Remuneration of the members of the Management Board shall be dependent on the financial results of the Company. In Accordance with the Statutes of the Company, concluding and terminating employment contracts with the members of the Management Board, including defining the rules of remunerating, shall be in the competence of the Supervisory Board. Total and individual amount of remuneration shall be disclosed in the annual report of the Company.

5.      Disputes between the members of the Board and regulation disputes shall be settled by the Supervisory Board.

6.      Members of the Management Board shall be obliged to notify the Supervisory Board of every conflict of interest with regard to the function performed; or of possibility that such conflict of interests occurs.

7.      The members of the Management Board should be absolutely loyal towards the Company and avoid any activities which might lead to his/her material benefit.

8.      The members of the Board shall be obliged to learn "Good practices in public companies 2005" adopted with the resolution No 44/1062/2004 of the Board of Warsaw Stock Exchange SA of 15th December 2004 and resolution No 445/2004 of the Management Board of Warsaw Stock Exchange SA of 15th December on adopting rules of corporate governance in joint-stock companies which issue shares, convertible bonds and pre-emptive conversion bonds, the ones which are admitted to stock jobbing at official market; and apply them in the scope defined in the declaration submitted to Warsaw Stock Exchange SA by the Company.

9.      Members of the Board shall be obliged not to disclose information concerning the Company, obtained in the connection with their function in the Management Board; and considering this every member of the Management Board should submit "Declaration of preserving confidentiality". The above mentioned obligation shall not be infringed when disclosing information which is: (i) publicly attainable, (ii)obtained independently from other sources, (iii) the one as to which written consent to disclose it was obtained, (iv) the one which disclosure may be required pursuant to the rules of law.

10.  The cost of activities of the Management Board shall be covered by the Company.

11.  The Management Board shall use offices, equipment and materials of the Company.

12.  The company shall provide administrative services to the Management Board.

13.  These regulations of the Management Board shall come into force with the day of their approval by the Supervisory Board