Regulations of the Vr

General

Paragraph 1

  1. The Supervisory Board of PRIMA MODA S.A. is a permanent supervisory authority over the activities of the Joint Stock Company PRIMA MODA S.A. with its registered office in Wrocław, hereinafter referred to as the "Company".

  2. The Supervisory Board acts on the basis of the provisions of the Commercial Companies Code and the Company's Articles of Association, which determine, in particular, its composition and competences, and on the basis of these Regulations, specifying the organization and manner of performing activities ("Regulations").

  3. A declaration addressed to the Council shall be deemed to have been made on the date of its notification to the President or Vice-President of the Council.

  4. Any amendments to these Regulations require for their validity a resolution of the General Meeting of Shareholders, hereinafter referred to as the "AGM".

Composition of the Council

Paragraph 2 of the

  1. The Council consists of 5 to 7 members, who are elected by the AGM.

  2. The term of office of the Council is 3 years.

  3. A member of the Council may be elected for a further term.

  4. The mandates of the members of the Board expire on the date of the general meeting approving the financial statements for the last financial year of performing the function and in other cases specified in the Commercial Companies Code.

  5. A member of the Council shall have adequate education, professional experience and life experience, represent a high moral standard and be able to devote the necessary amount of time to enable him or her to carry out his or her functions properly on the Council.

  6. A member of the Council should not resign from office during the term of office if this could prevent the Council from acting, and in particular if it could prevent the timely adoption of a significant resolution.

  7. A member of the management board, a proxy, a liquidator, a branch or plant manager and a chief accountant, legal advisor or advocate employed in the Company may not be a member of the Council at the same time. The prohibition also applies to other persons who report directly to the director or liquidator.

  8. A candidate for a member of the Board submits to the Company a personal questionnaire and a statement with the content specified in the Annex to these Regulations. A member of the Board is obliged to notify the Company of a change in the circumstances specified in the statement.

Paragraph 3 of the

  1. The Council shall elect a Chairman and a Vice-Chairman from among its members. The Council may elect from among its members the Secretary of the Council. During the term of office, the Council may adopt resolutions to change the persons performing the aforementioned functions.

  2. The Chairman, Vice-Chairman and Secretary of the Council shall be elected by the members of the Council from among its members at the first meeting of the Council. Such election should also take place in the event of the expiry of the mandate of the member of the Council performing such a function.

  3. The Vice-President of the Council shall exercise the rights and obligations of the President when he or she is unable to exercise them personally.

Paragraph 4 of the

  1. The members of the Council shall perform their duties personally. The appointment of a representative to perform the functions of a member of the Council shall not be permitted. The members of the Board are obliged to keep confidential all information acquired in connection with the performance of their duties. Disclosure of information may take place only on the basis of mandatory provisions of law.

  2. The Board shall perform its duties as a collegiate body, but may delegate its members to perform certain supervisory activities independently.

  3. Members of the Board, delegated to the permanent individual exercise of supervision, receive a separate remuneration, the amount of which is determined by the general meeting.

Paragraph 5 of the

A member of the Board is obliged to immediately notify the Management Board of the Company of any sale or acquisition of shares in the Company or its parent or subsidiary company, as well as of transactions with such companies. The notification should take place in a timely manner enabling the Management Board of the Company to provide such information to the public in an appropriate manner.

Powers of the Council

Paragraph 6 of the

  1. The Board exercises constant supervision over the Company's activities in all areas of its activity. Each member of the Board should first of all take into account the interest of the Company.

  2. In particular, the Council shall be responsible for:

    1. assessment of the Company's Management Board's report and the Company's financial statements for the previous financial year;

    2. assessment of the Management Board's conclusions regarding the distribution of profit or coverage of loss;

    3. reporting annually to the General Meeting on the results of the assessment referred to in points (a) and (b) above;

    4. giving opinions and preparing justifications for draft resolutions proposed for adoption by the general meeting and other relevant materials to be presented to shareholders;

    5. submitting to the General Meeting an annual concise assessment of the Company's situation; this assessment should be included in the Company's annual report, made available to all shareholders in such a time that they can read the report before the annual general meeting.

  3. In order to perform its duties, the Board may examine all documents of the Company, request reports and explanations from the management board and employees, and review the State of the Company's assets. Members of the Board should take appropriate measures to receive from the Company's Management Board regular and comprehensive information on all material matters related to the Company's operations and on the risks associated with the conducted business and how to manage these risks.

  4. The Council shall have the following competences:

  1. consent to the acquisition, sale or encumbrance by the Company of real estate or a share in real estate;

  2. selection of a statutory auditor to audit the Company's financial statements; Whereas, in selecting the auditor, the Council should take into account whether there are circumstances which limit his independence in the performance of his tasks; a change of statutory auditor should take place at least every five years, whereby a change of statutory auditor shall also mean a change in the person carrying out the audit; in addition, in the long term, the Company should not use the services of the same entity conducting the audit;

  3. appointing and dismissing the Management Board of the Company;

  4. concluding agreements with members of the Management Board;

  5. representing the Company in disputes with members of the Management Board;

  6. determining the remuneration for members of the Management Board;

  7. suspending, for important reasons, in the activities of individual or all members of the Company's Management Board;

  8. delegating members of the Board to temporarily perform the duties of members of the Management Board who cannot perform their functions;

  9. adopting the regulations of the Company's Management Board;

  10. submitting to the Management Board of the Company motions to convene a general meeting;

  11. convening an ordinary general meeting in the event that the Management Board of the Company does not convene it on time;

  12. convening an extraordinary AGM, if it deems it advisable to convene it, and the Management Board of the Company does not convene a general meeting within 2 (two) weeks from the date of submitting the relevant request by the Council.

  1. In agreements between the Company and the members of the Management Board, the Company is represented by the Chairman of the Board or another representative of the Board delegated from among its members. The same principle applies to other activities related to the performance of contracts between the Company and members of the Management Board.

  2. Members of the Council may be present at the AGM. Members of the Board, within the limits of their competences and to the extent necessary to resolve matters discussed by the meeting, should provide the participants of the AGM with explanations and information regarding the Company.

Council

§ 7 The

  1. The Council shall meet as necessary, but at least 4 times a year.

  2. Meetings of the Board are held at the Company's registered office, unless another place is indicated in the letter convening the meeting of the Board.

  3. Meetings of the Council shall be convened by its Chairman or Vice-Chairman in the event that the Chairman of the Council cannot convene a meeting; on their own initiative or at the written request of a member of the Board or the Management Board of the Company. The request to convene a meeting shall state the proposed agenda. The meeting should be held within 2 (two) weeks from the date of submission of the request. If the President of the Council does not convene a meeting within the prescribed period, the applicant may convene it himself, indicating the date, place and proposed agenda.

  4. For the validity of resolutions of the Council, it is required to have at least half of its members present at the meeting and to invite all its members to the meeting.

  5. A meeting of the Council shall be convened by inviting all Members in one of the following ways:

    • by registered mail,

    • by courier,

    • by fax to the number indicated by the Member of the Supervisory Board with simultaneous confirmation of receipt of the invitation,

    • by e-mail to the e-mail indicated by the Member of the Supervisory Board with simultaneous confirmation of receipt of the invitation,

    • a notification delivered to the Member of the Supervisory Board, with a written receipt of delivery,

the notice should be served at least 3 (three) days before the date of the meeting.

  1. The notice shall indicate the time and place of the meeting and the planned agenda. A meeting of the Council may also be convened in such a way that at a meeting of the Council the Chairman notifies the members of the Council present of the time, place and planned agenda of the next meeting. The fact that the members have been notified shall be recorded in the minutes of the meeting at which the Chairman made the notification. Members of the Council who were not present at the meeting should be notified of the next meeting of the Council on a general basis.

  2. A meeting of the Council may also be held without the formal convocation referred to above, if all the members of the Council agree to it and none of them objects to the agenda of the meeting.

  3. Meetings of the Council shall be chaired by the President of the Council and, in his absence, by the Vice-President. In the absence of the Chairman and vice-Chairman at the meeting, the Chairman of the meeting shall be elected by the Council.

  4. A member of the Council who cannot be present at the meeting shall immediately notify the Chairman thereof.

  5. Members of the Company's Management Board may participate in the meeting of the Board, with the exception of meetings directly related to the Management Board or its individual members, in particular their liability and determination of remuneration. Members of the Management Board shall not have the right to vote. At the request of the Management Board of the Company, other persons invited by the Management Board of the Company may also participate in the meetings of the Board.

  6. Each time a meeting of the Board is convened, the Chairman notifies the Management Board of the Company.


Resolutions of the Council

§ 8

  1. The Council shall be capable of adopting resolutions if at least half of its members are present at the meeting and all members have been invited. Resolutions are adopted by an absolute majority of votes, unless the Statutes or the Regulations provide otherwise.

  2. Any member of the Council may take the initiative to adopt a resolution on any matter.

  3. Resolutions on matters not included in the agenda indicated in the notice of meeting may be adopted only if all members of the Council are present at the meeting and agree to vote on a matter not included in the agenda. However, a change or addition to the agenda may take place without complying with the aforementioned requirements, when it is necessary to protect the Company from damage as well as in the case of a resolution the subject of which is to assess whether there is a conflict of interest between a member of the Board and the Company.

  4. Members of the Council may take part in the adoption of resolutions of the Council by casting their vote in writing through another member of the Council. Voting in writing may not relate to matters placed on the agenda at a meeting of the Council.

  5. The Supervisory Board may adopt resolutions in writing or using means of direct distance communication. A resolution is valid when all members of the Supervisory Board have been notified of the content of the draft resolution and could vote on it.

  6. A resolution on suspension from the activities of the President of the Management Board of the Company requires unanimity.

  7. The resolution regarding the remuneration of the Management Board of the Company requires a majority of 4/5 of the votes of the members of the Supervisory Board.

  8. In the event of a conflict of interest, a member of the Council should inform the other members of the Council and refrain from taking part in the discussion and from voting on the adoption of a resolution on the matter in which the conflict of interest arose. A member of the Council may request that the Council adopt a resolution on the existence of such a conflict.

  9. Resolutions shall be adopted by public vote, unless any member of the Council submits a motion for a secret ballot.

  10. In secret ballots, votes shall be cast by means of ballot papers bearing the words 'yes', 'no', 'abstain'. The vote is cast by marking the inscription that corresponds to the content of the voter's voice. If more than one inscription has been circled or no inscription has been circled, the vote shall be invalid.

Minutes and other documents of the Council

§ 9

  1. Resolutions of the Council should be recorded. The minutes shall be drawn up by a person elected by the President or Vice-Chairman of the Council.

  2. The protocol should contain:

    • the sequence number of the protocol,

    • the date and place of the meeting,

    • Agenda

    • the names and surnames of the current members of the Council and possibly other persons present at the meeting,

    • texts of adopted resolutions,

    • the number of votes cast for individual resolutions and individual opinions of the members of the Council, included in the minutes at their request.

  3. At the request of a member of the Council present at the meeting, other statements made and circumstances made at the meeting shall be recorded in the minutes. The minutes should be signed by all persons present at the meeting. The refusal to sign must be indicated in the minutes by the chairman of the meeting and accompanied by written explanations from the chairman of the meeting. A member of the Council refusing to sign the protocol is obliged to give detailed written reasons for his decision, which should take place at the latest within 7 days of refusing to sign.

  4. The documents of the Board, and in particular the collection of minutes of its meetings, should be properly secured and stored in the Company's premises. The President of the Council shall be responsible for the Council's documentation. Documents of the Board may be kept away from the Company's premises only for important reasons. The Chairman of the Board shall notify the Management Board of the Company of each place where the documentation is stored.

  5. At the end of the term of office of the Board, the Chairman of the Board or another of its members is obliged to provide all documentation to the Company.

Final provisions

Paragraph 10 of the

  1. The members of the Council shall be remunerated for each meeting fixed for the year by the AGM.

  2. Office services for the Work of the Council are provided by the Company.

  3. The Regulations shall enter into force on the day of their adoption by the AGM.