The Management Board of the "POLNA" S.A., hereinafter referred to as Management, performs its activities pursuant to the applicable laws, the provisions of the Statutes and of these By-laws.

1. The Management shall manage the activity of the Company, represent it externally, adopt resolutions and pass orders necessary to perform the Company's activities.
2. The Management shall be obligated to manage the property of the Company and the Company's matters with exercise due diligence required in economic transactions , obey the law , pursuant the provisions of the Statutes and resolutions adopted by the General Meeting and the Supervisory Board within their scope of competence.

The Management members shall fulfill their rights and obligations personalny.

The company's Management shall comprise two or greater amount of members. The number of members of the Management shall be determined by the Supervisory Board. The Chairman of the Management shall be chosen by the Supervisory Board. The Management members shall be chosen by the Supervisory Board at the request of the Chairman of The Management. The Management shall be elected for a term of three years.

1. 1. The Management shall perform under leadership of the Chairman, during his absence, the functions are perform by the member of the Management designated by the Chairman.
The participation in the meetings shall be obligatory for the members of the Management.

The Management shall be auhorised to take any decisions not restricted to the other Company's authorities.

1. The Management shall exercise its decisions collectively.
2. The issues, which in particularly shall require the resolutions of the Management:
a. restricted exclusively by the provisions of the law or the Statutes of the Company to the competence of the Management,
b. restricted exclusively by the resolutions of the Management to its competence,
c. assigned to the General Meeting,
d. considered by the Management on the request of its member,
e. fundamental for the Company's activity.
3. In issues of current and efficient activity of the Company the decisions shall be taken by the members of the Management acting self-dependently, within determined scope of activity, resulting from the scope of competence of particular members, leading separate levels of the Company.
4. The issues not restricted exclusively to the competence of the Management or its member shall be decided by the Chairman of the Management.
5. Any member of the Management may move for the Management to decide about any of his competence issue. Any member of the Management may demand moving for the Management to decide about any of the other member's issue.

1. Meetings of the Supervisory Board shall be held on as required basis, however, not less often than once per month.
2. Meetings of the Management are convened by the Chairman of the Management, he also shall determine the agenda, in his absence any member of the Management appointed for such purpose by the Chairman.
3. Any member of the Management may submit a proposal to the Chairman to decide about the particular issue by the Management.
4. The meeting of the Board may be convened on the request of the Supervisory Board. In such a matter, the meeting should be held within 14 days of delivery of the request. The agenda convened it that case should include matters indicated in the request.

The agenda may be changed during the meeting, if all members of the Management are present and agree to its agenda.

1.Members of the Management should be informed about a meeting of the Board and its agenda, not later than 2 days prior to the planned date of the meeting. Without convening, the meeting may be held, if all members participate in it.
2.On the meeting of the Management may be invited persons, which are not the members of the Management.
3. The persons, mentioned under point 2 shall have the right to active participation in the meetings. Although they shall not have the right to take part in voting.

Any resolution shall be valid if at least one half of all Management members is present and they were properly informed about the meeting.
1. Voting at the meeting shall be opened.
2. Resolutions of the Management are adopted by a simple majority of votes of the Management members, who are present at the meeting.

1. Minutes of the Board meetings shall be kept. The minutes shall be signed by all the present members of the Management.
The minutes shall contain the following:
a. agenda of the meeting,
b. surnames and first names of the Members of the Board present in the meeting
c. given the circumstances of the absence of the Management member,
d. content of the adopted resolutions,
f. the number of votes cast in favor of particular resolutions.
3. Any Management member may indicate in the minutes, that he voted opposed the resolution, or that he abstained and the justification of his opinion.
In particular in circumstances, extracts shall be prepared and delivered to the persons concerned.

1. Resolutions adopted by the Management are arranged in numerical order for any year separately, the numbers of resolutions shall contain year digits.
2. The records of the Meeting with adopted resolutions shall be kept in the Chairman's office, where they are available to review by the Management or Supervisory Board members.

1. The Management member, who may not participate in the meeting, is obliged to provide the circumstances of his/her absence.
2. The absent member of the Management shall have the right within 14 days to submit in writing his/her opinion of the adopted resolutions, annexed to the minutes of the Board meetings, on which they were adopted. The Chairperson the nearest meeting shall inform all Management members about receiving such an opinion and its content.

The Management shall convene, as required constant or temporary commissions (teams) for preparing certain issues.

1. This by-laws shall enter into force as of the date of its adoption.
2. The extract shall be delivered to the all Management members of "POLNA" S.A.