The Company shall operate under the name of Zakłady Automatyki "POLNA" Joint Stock Company.
The Company may use the shortened name of "POLNA" S.A. or its translated versions.

The registered office of the Company is located in Przemyśl.

1. The founder of the Company is the State Treasury.
2. The Company was created as a result of the transformation of the state enterprise: Zakłady Automatyki "MERA-POLNA".

The Company shall operate under the Commercial Companies Code, this Charter and other applicable regulations.

1. The Company shall operate within the territory of Poland and abroad.
2. The Company may establish branch offices in Poland or abroad.

The duration of the Company is unlimited.

7.1 The scope of the Company's business shall be:

• 24.5 Metal founding;
  
• 28.12.Z Production of hydraulic and pneumatic drive equipment;
  
• 28.13.Z Production of other pumps and compressors;
  
• 28.14.Z Production of other cocks and valves;
  
• 38.21.Z Processing and utilization of waste other than dangerous;
• 38.32.Z Recycling of raw materials from sorted materials;
• 46.69.Z Wholesale trade of other machines and equipment;
• 46.90.Z Non-specialized wholesale trade;
• 46.77.Z Wholesale trade of waste and scrap.

Removed

All shares of the Company are bearer shares.

Removed

The Company's authorities shall comprise:

A. the Company's Management Board
B. the Supervisory Board
C. the General Meeting.

A. The Company's Management Board

13.1 The Company's Management Board shall comprise one or greater amount of members. The Management Board shall be elected for a term of three years.

13.2 The Chairperson of the Company's Management Board is chosen by the Supervisory Board. Management Board members are chosen by the Supervisory Board at the request of the Chairperson of the Company's Management Board.

13.3 The number of members of the Management Board shall be determined by the Supervisory Board, with the following reservation: if the number of members of the Management Board determined by the Supervisory Board is reduced due to death, revocation, resignation or other reason making performance of the function impossible, activities of the Management Board taken until the moment of completion of its composition shall be valid, subject to the provisions of paragraph 13.1 of the Charter and binding applicable laws.

13.4 The Supervisory Board or the General Meeting may recall the Chairperson of the Company's Management Board, a member of the Management Board or the whole Management Board of the Company before the end of their term of office.

14.1 The Supervisory Board shall be authorized to manage all the Company’s matters, except for the powers reserved by the law or this Charter for the rest of Company's authorities.

14.2 The Management Board may adopt rules and regulations, which specify in detail its organisation and the procedures of its operations. The rules and regulations by way of resolutions are passed by the Management Board and approved by the Company's Supervisory Board.

14.3 The Management Board puts proposition to the General Meeting, on distribution of profit, after previous getting an opinion of the Supervisory Board, in the form of the resolution.

The joint action of two Management Board members or one Management Board member and the holder of commercial power of attorney shall be required to make statements on behalf of the Company.

16.1 The Supervisory Board shall be authorized to enter into agreements with the Management Board members on behalf of the Company and represent the Company in disputes with the Management Board members. The Supervisory Board may authorize, by resolution, one or more of its own members to perform any such activities.

16.2 Persons employed by the Company are subordinated to the Management Board. The Management Board signs with them contracts of employment, and establish their payment according to the appropriate provisions of law.

B. The Supervisory Board

17.1 The Supervisory Board shall comprise five (5) to nine (9) members. The number of Supervisory Board members for each term of office shall be determined by the General Meeting, with the following reservation: if the number of members of the Supervisory Board for a given term of office is reduced due to death, revocation, resignation or other permanent reason, resolutions of the Supervisory Board adopted until the moment of completion of its composition shall be valid, subject to binding applicable laws.

17.2 The joint term of office of the Supervisory Board members shall last three years.

17.3. Members of the Supervisory Board shall be elected pursuant to the resolution:

17.3.1 A shareholder holding, directly or indirectly, i.e. through:
1) subsidiaries within the meaning of the Act of 29th July 2005 on Public Offering and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies,
2)a spouse, ascendants, descendants, siblings or relations by marriage in direct line or on the same level, or persons in adrogation or guardianship relation,
3)affiliated units within the meaning of the Accounting Act of 29th September 1994, the greatest number of shares, but not less than 32% of shares, shall have the right to call the members of the Supervisory Board, including the Chairperson, in a number being the majority of all members less one, i.e.:

- in the five-person Supervisory Board - two members including the Chairperson;
- in the six-person Supervisory Board - three members including the Chairperson;
- in the seven-person Supervisory Board - three members including the Chairperson;
- in the eight-person Supervisory Board - four members including the Chairperson;
- in the nine-person Supervisory Board - four members including the Chairperson.

17.3.2 In the case when there are a few shareholders present and voting on the General Meeting holding at least 32% of shares of the Company, directly or indirectly, i.e. through entities referred to in item 17.3.1, who hold the identical number of shares, then the right to appoint members of the Supervisory Board, according to the conditions mentioned under paragraph 17.3.1, shall belong exclusively to the shareholder who as first took up or purchased at least 32% of shares of the Company. In the case when there are a few shareholders present and voting on the General Meeting holding at least 32% of shares of the Company, directly or indirectly, through dependent entities, yet holding different numbers of shares, then the right to appoint members of the Supervisory Board, according to the conditions mentioned in paragraph 17.3.1, shall belong exclusively to the shareholder who holds the greatest number of shares of the Company.

17.3.3 The other Management Board members shall be appointed by the General Meeting in line with general principles. In such a voting shall not participate the shareholder mentioned under paragraph 17.3.1.

17.3.4 In the event of the shareholder, mentioned under paragraph 17.3.1 will not exercise certain right mentioned under paragraph 17.3.1, then Management Board members shall be elected by the General Meeting in line with general principles.

18.1 The members of the Supervisory Board shall elect one of their members as the Chairperson of the Supervisory Board, unless he or she has been elected by the General Meeting, and one or two Vice-Chairpersons and the Secretary.

18.2 The Chairperson of the Supervisory Board shall convene and chair the meetings of the Supervisory Board. The Chairperson of the resigning Supervisory Board shall convene and chair the meetings of the new elected Supervisory Board, until the election of the new Chairperson, which shall content the proposed agenda.

19.1 Meetings of the Supervisory Board shall be held on as required basis, however, not less often than once per calendar quarter.

19.2 The Supervisory Board's meetings shall be convened by the Chairperson of the Supervisory Board, and if the Chairperson is not able to do it, by one of the Vice-Chairpersons or the Secretary.

19.3 In the event of submitting the written request to convene the Supervisory Board's meeting by the Management Board or a member of the Supervisory Board, the Supervisory Board's meeting shall be convened within two weeks counting from the date of the request's delivery. If the meeting is not convened within the period specified, the applicant is authorized to convene it on their own, presenting the date, place and proposed agenda.

19.4 The Supervisory Board's meetings shall be convened by the Chairperson of the Supervisory Board. During the absence of the Chairperson and Vice-Chairpersons, the Supervisory Board Meeting shall be convened by any member of the Supervisory Board, ordering the election of the chairperson of the session.

20.1 For validity of the Supervisory Board's resolution it shall be required to invite in writing to the meeting all members of the Supervisory Board and at the latest seven days prior to the appointed date of the Supervisory Board's meeting.

20.2 The Supervisory Board shall pass resolutions, if at least half of its members is present at the Supervisory Board's meeting.

20.3 The Supervisory Board shall be authorized to adopt resolutions without convening a meeting, by written ballot or with the use of means of telecommunication; however, for the resolution adopted in that way to be valid, participation in voting of at least half of the members of the Board shall be required, in lieu of their presence.

20.4 Members of the Supervisory Board may participate in adoption of the Board’s resolutions by means of casting their votes in writing, through another member of the Supervisory Board. Written voting shall not concern the issues put on the agenda during the meeting of the Supervisory Board.

20.5 Adoption of resolutions in the way referred to in paragraphs 20.3 and 20.4 shall not apply to the election of the Chairperson of the Supervisory Board, appointment of a member of the Management Board and revoking or suspending those officials.

20.6 The Supervisory Board shall adopt its regulations specifying its organization as well as the form of performing its activities.

21.1 The Supervisory Board may delegate its members to perform on an individual basis some governance activities.

21.2 In the event of electing the whole Supervisory Board by group voting, each group shall have the right to delegate one of those chosen members to an individual continuous supervisory.

22.1 The Supervisory Board shall exercise constant supervision of the Company's operation.

22.2 In addition to other matters provided for in the act, other provisions of this Charter or resolutions of the General Meeting, the following shall be within the exclusive competency of the Supervisory Board:

1. Evaluation of the Company's financial statement, the Management Board’s report from the Company’s activity for the previous accounting year, the Management Board’s proposal concerning distribution of profits or covering of losses, and submitting the results of that evaluation to the General Meeting,
2. Selection of a statutory auditor to audit the Company’s financial statements,
3. Approving periodical business plans, including financial plans of the Company,
4. Granting consent to transactions including disposal, purchase or encumbering of any assets and incurring liabilities, if the value of the given transaction, beyond the approved financial plan, exceeds PLN 1,000,000 (one million),
5. Approving the rules of the Management Board,
6. Adopting the rules of the Supervisory Board.

The salary of the Management Board members shall be determined by the General Meeting, with the reservation that the salary of the Supervisory Board members delegated to perform the function of a member of the Management Board shall be determined by the Supervisory Board.

C. The General Meeting

24.1 The ordinary General Meeting shall be convened by the Management Board in the term of six months after passing every financial year.

Removed

The General Meeting shall hold in Warsaw or in registered office of the Company.

Subject to binding applicable laws, the General Meeting may adopt resolutions irrespective of the number of shareholders present and the number of shares represented.

28.1 Resolutions of the General Meeting of the Shareholders shall be adopted by an absolute majority of votes cast unless this Charter or the Act provide for different terms.

28.2 The General Meeting shall pass resolutions by the majority of three fourth (75%) of votes, concerning those matters:

1. Amending the Company's charter,
2. Issuing bonds,
3. Redeeming shares,
4. Decreasing share capital,
5. Selling the Company or its organised part,
6. Liquidating the Company.

28.3 Resolutions that concerns amending the Company's charter, increasing shareholders benefits or decreasing those individually awarded to the particular shareholders, require the agreement of all the shareholders concerned.

28.4 The General Meeting may award a person who performed or performs the function of a Supervisory Board member or a Management Board member the refund of expenses or covering the compensation which the person may be obliged to provide for a third party as a result of obligations related to the performance of those functions, if that person acts in good faith and in the manner which, according to that person, taken into consideration justifiable circumstances, was in the best interest of the Company.

29.1 The voting at the General Meeting shall be open. Secret voting shall be ordered when voting on the proposals to recall the members of the Company's authorities or liquidators, on bringing them to justice and on personnel-related matters.

29.2 Resolutions concerning the change of the subject matter of the Company's enterprise operations shall be passed in open voting by call.

29.3 Secret voting should be ordered at the request of at least one of the shareholders present or represented at the General Meeting.

30.1 The General Meeting shall be opened by the Chairperson of the Supervisory Board or the Vice- Chairperson or the person indicated by him/her. In case of their absence by the Chairperson of the Company's Management Board or the person indicated by the Management Board. After that, out of the persons eligible to voting in the General Meeting, the Chairperson to take over the chairing of the session.

30.2 The General Meeting shall approve its rules and regulations.

Removed

The organisation of the Company's enterprise shall be determined by the organisational by-laws adopted by the Management Board and approved by the Supervisory Board.

The financial year of the Company shall be the calendar year.

34.1 Within three months after passing a financial year the Management Board shall be obliged to prepare and submit a financial statement for previous finical year and detailed report from the Company's activities in that period.

35.1 The Company's net profit may be designed particularly for:

1. supplementary capital,
2. investment fund,
3. additional reserve capitals,
4. dividends,
5. other purposes specified in the resolution of the General Meeting.

35.2 The amounts allocated by the General Meeting on dividend pay-out shall be distributed between the shareholders in relation to the amount of shares. The persons authorised to dividends for the financial year shall be the shareholders, whom entitled the Company's shares in the day of pay-out of dividends.

35.3 Removed.

The Company shall publish its announcements in "Gazeta Wyborcza" with the exception of those, which by virtue of the law shall be published in Monitor Sądowy i Gospodarczy.

The unified text of the Statutes was determined on the basis of notarial deeds and resolutions of the General Meeting, as follows:

1. Notarial deed A 1800/2005 Stanisław Radyk's Notarial Office in Przemysl of 31.05.2005 (unified text).
2. Notarial deed A 3432/2007 Stanisław Radyk's Notarial Office in Przemysl of 17.08.2007 - Resolution No 4.
3. Notarial deed A 2835/2008 Stanisław Radyk's Notarial Office in Przemysl of 30.06.2008 - Resolutions No 23, 24, 25, 26, 27, 28, 30, 31.
4. Notarial deed A 3432/2007 Stanisław Radyk's Notarial Office in Przemysl of 17.08.2007 - Resolution No 3.
5. Notarial deed A 4880/2008 Stanisław Radyk's Notarial Office in Przemysl of 28.11.2008 - Statement on specifying the amount of the Company's share capital in relation to an issue of Series E shares of "Polna" S.A.
6. Notarial deed A 5037/2008 Stanisław Radyk's Notarial Office in Przemysl of 10.12.2008 - Statement on specifying the amount of the Company's share capital in relation to an issue of Series F shares of "Polna" S.A.