Rules of Procedure of the General Meeting

§ 1

The General Meeting of BUDVAR Centrum Spółka Akcyjna with its registered Office in Zduńska Wola, hereinafter referred to as the "General Meeting" or the "Meeting" shall act pursuant to the provisions of the Commercial Companies Code, Articles of Association of BUDVAR Centrum Spółka Akcyjna hereinafter referred to a the "Company" and the present rules of procedure hereinafter referred to as the "Rules of Procedure".

§ 2

The General Meeting should be held in a place and time facilitating the participation of the largest number of stockholders.
Drafts of resolutions suggested for adoption by the General Meeting and other significant materials should be presented to the stockholders with justification and opinion of the Supervisory Board prior to the General Meeting within time limits enabling getting familiar with them and assessing them.
Technical and organizational assistance of the session of the General Meeting shall be provided by the Company Management Board.

§ 3

Request to convene the General Meeting and include specified issues in the agenda reported by authorized entity should contain justification. Otherwise, the Company Management Board when performing the duty of convening the General Meeting should apply to the applicant for presenting such justification.
The General Meeting convened on the request of stockholders should be held on a date indicated in the request and if meeting those time limits shall be faced with difficulties - on the nearest date enabling the General Meeting to settle issues included in the agenda.

§ 4

Cancellation of the General Meeting on which agenda, upon the request of authorized persons, specified issues were included or which was convened upon such request, shall be only possible upon the applicants' consent. In other cases, the General Meeting may be cancelled if its holding should encounter unusual difficulties or it became obviously groundless.
Cancellation of the General Meeting shall proceed the same way as its convening and should occur not later than within three weeks prior to the original meeting date. Changing the date of the General Meeting shall proceed the same way as its cancellation even if the suggested agenda did not change.
Cancellation of the General Meeting should not result in negative effects to the Company or stockholders.

§ 5

Stockholders entitled to participate in the General Meeting prior to entering the session room shall present an identity card and confirm their presence with a personal signature on the list of attendance and collect ballot papers prepared by the Management Board.
The right to participate in the General Meeting by the stockholder representative shall require to be duly documented. Presumption should be made that the written document confirming that the right of the stockholder representation is lawful and shall not require additional confirmations unless its authenticity or validity clearly shall raise doubts of the Company Management Board (while signing onto the list of attendance) or the chairperson of the General Meeting.
The stockholder's representative presenting a document confirming the granting of representation written in foreign language should also present a translation of the power of representation into Polish language prepared by a sworn translator.

§ 6

Members of the Company Management Board and Supervisory Board should be also present at the General Meeting and also the Company expert auditor and chief accountant if the subject of the session of the General Meeting shall be the Company financial matters. Absence of any member of the Management Board or the Supervisory Board shall require an explanation presented to the General Meeting.
Members of the Company Supervisory Board and Management Board and an expert auditor within the limits of their powers and within the necessary scope to settle issues discussed by the Meeting, should provide the participants of the Meeting with explanations and information regarding the Company.
When answering questions of the General Meeting by the Management Board one should take into account the fact that the public Company shall perform its informative duties by means resulting from the regulations on trading in financial instruments and providing information cannot be done otherwise than resulting from those regulations.
Experts and guests invited by the authority convening the General Meeting shall be allowed to participate in the General Meeting.

§ 7

The person opening the General Meeting should immediately organize the election of a chairperson from among the people authorized to participate in the General Meeting refraining from any other substantial or formal decisions.
The election of the General Meeting's chairperson shall be effected by means of secrete voting via voting for each candidate individually in alphabetical order among the candidates proposed by persons authorized to participate in the General Meeting.

§ 8

The chairperson of the General Meeting shall declare the proper convening the General Meeting, shall inform about the announcement performed according to Article 402 of the Commercial Companies Code and shall declare the presence of a notary preparing the minutes of the General Meeting's session.
The chairperson of the General Meeting shall order to prepare a list of attendance and subsequently shall announce how many stockholders are present at the Meeting giving the number of represented stocks and votes.
The chairperson of the General Meeting shall sign the list of attendance and shall order producing it for review of stockholders during the session of the General Meeting.
Upon the request of the stockholders owning one tenth of equity capital represented at the General Meeting, the verification of the list of attendance shall be performed by a committee consisting of three people and elected for this purpose. The applicants shall be entitled to elect one member of this committee.
In the case of doubts regarding the right to participate in the General Meeting of a particular person or exercising the right to vote by this person, the committee referred to in Article 4 by means of a resolution adopted with the ordinary majority of votes shall present to the General Meeting its position regarding approving of this person's participation in the General Meeting.
The interested person may appeal against the committee's resolution to the General Meeting that shall decide about approving of this person's participation in the General Meeting by means of a resolution adopted with the ordinary majority of votes.

§ 9

The General Meeting may elect a returning committee and resolutions committee from among the candidates proposed by the participants of the General Meeting.
The duties of the returning committee shall involve supervision over the proper course of every voting as well as determination and informing the chairperson of the General Meeting about the voting results.
The minutes including the results of voting performed prior to the election of the returning committee shall be signed by the members of the committee immediately after their election after prior verification of those results. The remaining minutes of voting shall be signed by the members of the committee immediately after counting of votes.
The duties of the resolutions committee shall involve supervision over the formal correctness of resolution drafts subject to voting including the reported amendments.

§ 10

Having declared that the General Meeting shall be capable of adopting important resolutions, the chairperson of the General Meeting shall order voting upon adoption of the agenda.
The General Meeting shall adopt the suggested agenda or shall amend it with ordinary majority of votes.
Request upon abandonment of consideration of an issue included in the agenda may only be adopted when the reasons shall be significant and factual. The request upon such issue should be justified in detail. Removing from the agenda or abandonment of consideration of an issue included in the agenda upon the request of stockholders shall require a resolution of the General Meeting after prior consent expressed by all present stockholders who submitted this request supported with ³/₄ of votes.
The General Meeting may adopt resolutions of procedural nature and regarding the convening of the General Meeting despite the fact of not including them in the agenda. Voting upon procedural issues may only refer to issues connected with conducting the session of the General Meeting. Resolutions that may influence the exercise of rights by the stockholders shall not be voted upon using the above procedure.

§ 11

The General Meeting shall be chaired by the chairperson of the General Meeting who shall ensure its efficient proceedings and observance of the rights and interests of all stockholders. The chairperson of the General Meeting should counteract, in particular, the abuse of rights by the participants of the General Meeting and should guarantee that the rights of minority stockholders are respected.
The chairperson should not, without sound reason, resign from his function or delay the signing of the minutes of the General Meeting.
The chairperson of the General Meeting shall give the floor to the participants of the meeting, members of the Management Board, Supervisory Board, expert auditors and other invited persons.
The chairperson of the General Meeting in justified cases may specify the maximum duration of statements, may also deprive a person of the right to speak who shall speak off topic, offensively or who shall not observe the provisions of the Rules of Procedure.
After statements of all speakers, the chairperson of the General Meeting shall order a voting presenting the resolution draft or request subject to voting. The resolution should be construed in such a way so that all authorized persons that shall not agree with the settlement could appeal.
A party objecting to a resolution must have an opportunity to concisely present the reasons for its objection.
Upon the request of a participant of the general meeting, his written statement shall be recorded in the minutes.

§ 12

1.The General Meeting may order a break in the session with the majority of two thirds of votes, however, all breaks may not last longer than thirty days in total.
2.Short breaks in sessions which shall not defer the session according to item 1, ordered in justified cases by the chairperson of the General Meeting, cannot be aimed at hindering the exercise of the rights by the stockholders.

§ 13

Resolutions regarding election to the management or committees shall be adopted via voting on each candidate individually in alphabetical order. In the case when the number of registered candidates shall not be higher than the number of mandates, the chairperson of the General Meeting may order block voting for the list of the registered candidates if nobody authorized to participate in the Meeting objected.
In case of obtaining equal number of votes by the candidates, the chairperson of the General Meeting shall order another voting with the participation of those candidates if necessary in order to determine the persons that are to be elected.
The chairperson of the General Meeting shall announce the result of voting and declare that the resolution was adopted or that that the resolution was not adopted due to the lack of the required majority of votes.

§ 14

Upon the request of a stockholder or stockholders representing at least one fifth of the equity capital, the election of the Supervisory Board may be performed by means of voting in separate groups. Request upon this issue should be submitted to the Company Management Board in writing within time limits enabling to include it in the agenda of the General Meeting.
The chairperson of the General Meeting during the session shall announce the minimal number of stocks required to establish a separate group. This number shall be determined by dividing the number of stocks represented at the General Meeting by number of places in the Supervisory Board.
Stockholder may belong only to one group. The number of established groups cannot exceed the number of places in the Supervisory Board.
Each group shall be entitled to elect as many members of the Supervisory Board as many times the number of stocks represented within this group shall exceed the minimal number of stocks referred to in item 2.
Groups may be joined in order to elect the members of the Supervisory Board.
The chairperson of the General Meeting shall announce the establishment of individual groups and subsequently order the preparation of lists of attendance for individual groups. The provisions of § 8 item 2 and item 3 of the Rules of Procedure shall be applied respectively.
The Company Management Board should provide the established group with a separate place for convening in order to proceed with the elections.
The procedure for electing the members of the Supervisory Board by means voting in separate groups shall be managed by the Chairperson the General Meeting.
Mandates in the Supervisory Board not filled with relevant group of stockholders established according to item 2, shall be appointed by means of voting in which all stockholders shall participate and whose votes were not cast while electing members of the Supervisory Board elected by means of voting in individual groups.

§15

When electing the members of the Supervisory Board, the General Meeting should follow the below principles:
1. member of the Supervisory Board should have relevant education, professional and practical experience, should represent high moral values and be able to devote the necessary time allowing him to properly perform the functions on the Board;
2. candidates for members of the Supervisory Board should be presented and supported by reasons in sufficient detail to allow an educated choice;
3. at least half the members of the Supervisory Board should be independent members, subject to point 4; independent members of the Supervisory Board should not have relations with the company and its stockholders or employees which could significantly affect the independent member's ability to make impartial decisions; the detailed independence criteria shall be specified in the Company Articles of Association;
4. if one stockholder shall hold a block of shares carrying over 50% of all voting rights, the Supervisory Board should consist of at least two independent members, including an independent audit committee, should such a committee be established.
Remuneration of the members of the Management Board should be determined on the basis of clear procedures and principles. This remuneration should be fair, however, it should not constitute a significant position of the Company operating costs or considerably influence its financial result. It should also remain in reasonable relation to the remuneration of the members of the Management Board. The total amount of remuneration of all and also individual of each member of the Supervisory Board in additional division into individual elements should be disclosed in the annual report with information about procedures and principles of its determination.

§16

The proceedings of the General Meeting may be recorded by means of electronic devices. Recordings of the proceedings of the General Meeting shall be stored in the Company registered office for 2 years.
The General Meeting by means of a resolution adopted with the ordinary majority of votes shall take the decision about the possible presence of press and media representatives at the session expressing consent to their recording of the General Meeting proceedings.

§ 17

The chairperson of the General Meeting declaring exhausting the agenda shall adjourn the session of the General Meeting.

§ 18

According to the law, any issues related to the proceedings of the General Meeting that shall not be covered by these Rules of Procedure shall be settled by the General Meeting by means of voting.

§ 19

The Rules of Procedure shall become valid on the day of their adoption by the General Meeting with effect from the next General Meeting.
Amendments of the Rules of Procedure shall require the resolution of the General Meeting to become valid. Amendment to the Rules of Procedure shall become valid with effect from the next General Meeting.