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Rules of Remunerating the Supervisory Board Members

§ 1
Each Supervisory Board Member is granted remuneration throughout his term in office.

§ 2
Cash Remuneration
  1. Each member of the Supervisory Board shall receive the monthly remuneration of PLN 6,000.

  2. The Chairperson of the Supervisory Board and each member of the Supervisory Board appointed to any of the committees of the Supervisory Board shall receive an additional monthly remuneration of PLN 2,000.

  3. The total monthly remuneration of each member of the Supervisory Board and the Chairperson of the Supervisory Board received in accordance with section 1 and 2 above shall not exceed PLN 10,000.

  4. The cash remuneration will be paid by the Company in arrears on the last day of the month.
§ 3
Restricted Stock Units
  1. A member of the Supervisory Board satisfying the criteria defined in §15, section 3 of the Company Statute (the “Independent Supervisory Board Member”), may receive additional cash remuneration equal to the value of restricted stock units acquired on the basis of these Rules (the “RSU”) as of the Payout Date stated in section 8 (the “RSU Remuneration”).

  2. One RSU corresponds to one ordinary share in the Company having the value equal to the market price of Company shares (the price at the closing of the market session) on the date set forth in sections 7 or 8 below, and if such date is not a stock exchange trading date, on the closest date on which the Company shares were previously traded.

  3. Each Independent Supervisory Board Member who remains in office after these Rules come into force shall receive a one time grant of 50,000 RSUs, provided that:

    a.the Independent Supervisory Board Members who are in office at the time of completion of the Ordinary General Meeting of the Company in 2009 will receive the RSUs on the first day after completion of the Ordinary General Meeting of the Company;

    b.the Independent Supervisory Board Members who are appointed at a later date will receive the RSUs on the date of appointment.

  4. Each Independent Supervisory Board Member will additionally receive an annual grant of 15,000 RSUs as follows: (a) for Independent Supervisory Board Members who are currently in office, the first annual RSU grant shall be made on the first day after completion of this Extraordinary General Meeting of the Company and the subsequent grants on the corresponding day of the following years; and (b) for Independent Supervisory Board Members who are appointed at a later date, the first annual RSU grant shall be made on the first day after completion of the Ordinary General Meeting on which or prior to which, such Independent Supervisory Board Member was appointed and the subsequent grants on the corresponding day of the following years. The Independent Supervisory Board Members, who continue to be in office, shall become entitled to receive the RSU Remuneration for: (i) one third of the RSU’s granted under this section on the first anniversary of their granting, (ii) one third of the RSU’s on the second anniversary of their granting, and (iii) one third of the RSU’s on the third anniversary of their granting. The Independent Supervisory Board Members shall become entitled to receive the RSU Remuneration for all RSU’s granted under this section in case of dismissal on account of disability or in case of death of the Independent Supervisory Board Member or in case of change of control over the Company. The RSU Remuneration for the RSU’s granted under this section shall be paid to the Independent Supervisory Board Members within the time defined in section 8 below.

  5. The RSU granted under section 3 shall entitle its holders to the RSU Remuneration within the time defined in section 8, provided that the title holder remained an Independent Supervisory Board Member for three years from the date of the RSU grant. The requirement of holding the position of the Independent Supervisory Board Member for three years shall not apply in the following circumstances:
    a. in case of dismissal on account of disability;
    b. in case of death
    c. in case of change of control over the Company.

  6. In these Rules:

    1) “Disability” shall mean lack of ability to perform, in person, the duties of the Supervisory Board member for the period exceeding six months.

    2) “Change of control over the Company” shall mean the occurrence of one or more of the following:
    a.change of a dominant entity in respect of the Company as defined in Article 4 of the Commercial Companies Code;
    b.a tender offer for more than 33% of shares in the Company;
    c.dismissal and/or replacement of 1/3 or more of the members of the Supervisory Board within a period of 12 (twelve) consecutive months.

  7. An Independent Supervisory Board Member may, by way of a written representation delivered to the Company, exchange all or some of the rights to the monthly cash remuneration referred to in §2 for additional RSUs (the “Additional RSUs”). The exchange of cash remuneration into Additional RSUs will be made at the existing RSU value on the date on which the remuneration is due for payment. The calculation of the exchange of the cash remuneration into Additional RSUs will be done by the Management Board under the supervision of the Chairperson of the Supervisory Board. The Additional RSUs entitle their holder to the RSU Remuneration within the time defined in section 8.

  8. An Independent Supervisory Board Member who acquired the right to the RSU Remuneration may demand payment of the RSU Remuneration in a single installment after the date on which such person ceased to be a Supervisory Board member (the “Payout Date”).
§ 4
Common Regulations
  1. An Independent Supervisory Board Member shall forfeit his rights to the RSU allocated pursuant to §3, sections 3 and 4, if, within three (3) years from the grant of the RSU, he fails to deliver evidence to the Company that the sum of the number of RSUs and Company shares he acquired during that period, amounts to at least 100,000. The Independent Supervisory Board Members in office on 30 April 2009 may deliver evidence of holding the required number of RSUs and Company shares by 30 April 2012. Any Independent Supervisory Board Member appointed later will have three (3) years to deliver such evidence. The rule described in this section shall not apply to the members of the Audit Committee of the Company who simultaneously meet the “independence” and the “qualifications in the field of accounting or financial audit” criteria for Audit Committee members established in the relevant Polish law.

  2. Should the Company take any action such as split of shares, payment of dividend in the form of shares, issuance of shares with pre-emptive rights or any other corporate actions resulting in the decrease of the value of RSUs, the General Meeting may change the number of the allocated RSUs to compensate the consequences of any such actions.

  3. At the instructions of the Chairperson of the Supervisory Board and under his supervision the Company’s Management Board will keep registers of the RSUs for each of the Supervisory Board members in accordance with the terms of these Rules.

  4. The Chairperson of the Supervisory Board is required to present the Ordinary General Meeting of the Company with an annual report on the implementation of these Rules.
§ 5
Any amendment of these Rules shall require a resolution of the Company’s General Meeting.


Unified text of Rules of Remuerating the Supervisory Board Members dated 9 April 2009,
as amended on 26 July 2010

Appendices