ARTICLES OF ASSOCIATION OF A LIMITED LIABILITY COMPANY

made on …………………………………

§1

The appearing persons

1)……………………………….…………………………………..;

2)…………………………….……………………………………..;

3)………………………….………………………………………..

declare that, on the basis of this agreement, they establish a limited liability company, hereinafter
referred to as the "Company".

§2

The Company's business name is:

………………………………………………………………………………………………………..
limited liability company.

§3

The registered office of the Company is ………………………………….

……………………………………………………………….

§4

The objects of the Company are:

1) (PKD ……..…….) ……………………………………………….

2) (PKD …..……….) ……………………………………………….

3) (PKD …..……….) ……………………………………………….

§5

The Company's share capital amounts to PLN .................................................. (in

words: ................................................................... ………….…………….) and is divided into
………..…. (in words: …………………………………………….………………..
…………………………….) shares, each of which has a nominal value ……………………….
……… PLN (in words: ……..……………………………………….………………………………
…………….).

§6
The shares in the Company comprise:

1) a shareholder .....................................................................................................................................
takes up ............... (in words: ..................................................................................) shares with the total
nominal value of .................................................... zł (in
words: ................................................................................................................);

2) a shareholder .....................................................................................................................................
includes .............. (in words: ..................................................................................) shares with the total
nominal value of .................................................. zł (in
words: ................................................................................................................).

§7

The duration of the Company is unlimited.

§8

Variant A

1. The shares in the Company are equal and indivisible. Each shareholder may hold more than one
share.

2. Each share shall carry one vote.

Variant B

1. The shares in the Company are equal and indivisible. Each shareholder may hold more than one
share.

2. Each share shall carry one vote.

3. A share may be redeemed with the consent of the shareholder by purchase of the share by the
Company.

§9

Shares in the Company shall be/are covered by cash contributions.

§ 10

Variant A

Disposal and pledging of the share requires the consent of the Company.

Variant B

The Company's consent is not required for the transfer and pledging of the shareholding.

Variant C

1. The transfer and pledging of the shareholding shall require the consent of the Company.
2. The pledgee and the usufructuary may exercise the voting rights attached to the pledged share if the
legal instrument creating the limited right in rem so provides and if a reference to the creation of the
right and the authorisation to exercise the voting right is made in the share register.

Variant D

1. The transfer and pledge of a share shall not require the consent of the Company.

2. The pledgee and the usufructuary may exercise the voting rights attached to the pledged share if
this is provided for in the legal transaction establishing the limited right in rem and if the book of
shares contains a reference to the establishment of the limited right in rem and the authorisation to
exercise the voting right.

§ 11

Variant A

The Company may create reserve and supplementary capitals.

Variant B

1. The Company may create reserve and supplementary capitals.

2. The Management Board may make an advance payment on the expected dividend for the financial
year if the conditions required by law exist and, in particular, if the company has sufficient funds for
the payment.

§ 12

Variant A

The bodies of the Company are:

1) The Management Board;

2) The shareholders' meeting.

Variant B

The bodies of the Company are:

1) The Management Board

2) The Supervisory Board;

3) The shareholders' meeting.

Variant C

1. The bodies of the Company are:

1) The Management Board

2) The Supervisory Board;

3) The shareholders' meeting.

2. A shareholder is not entitled to individual control, subject to paragraph 3.

3. A shareholder may exercise the right of individual control if the Supervisory Board has not been
established or if the number of members of the Supervisory Board is lower than that required by the
agreement.

§ 13

1. The Management Board shall consist of one or more members appointed and dismissed by a
resolution of the shareholders.

The shareholders' resolution may specify the functions of individual members of the Management
Board.

2. The term of office of a member of the Management Board shall be/is ……………..

3. The mandate of a member of the Management Board shall expires at the end of the term of office,
dismissal from the composition of the Management Board, death or resignation.

(an additional variant that applies in the case of appointing a supervisory board, i.e. choosing
variants B or C in § 12)

4. The Supervisory Board shall consist of at least ................. members appointed and dismissed by a
resolution of the shareholders.

5. The term of office of a member of the Supervisory Board is …………….….

6. The mandate of a member of the Supervisory Board shall expire/expires at the end of the term of
office, dismissal from the composition of the Supervisory Board, death or resignation..

§ 14

Variant A

In the case of a one-member Management Board, the statements on behalf of the company are made
by a member of the Mnagement Board. If the Management Board consists of two or more persons,
two members of the Management Board or one member of the Management Board together with a
proxy are required to make declarations on behalf of the company.

Variant B

Each member of the Management Board is authorised to make statements on behalf of the company
independently.

§ 15

A. The shareholders shall appoint as members of the first Management Board of the company:
1)……………………………………………………,/ function:…………..………………….;

2)……………………………………………………,/ function:…..………………………….;

3)……………………………………………………,/ function:………..……………………..

(additional variant that applies in the event of the appointment of a supervisory board, i.e. the
selection of variants B or C in § 12)

B. The shareholders appoint as members of the first Supervisory Board:

1)……………………………………………………,/ function:……..……………………….;

2)……………………………………………………,/ function:………..…………………….;

3)……………………………………………………,/ function:………..……………………..

§ 16

Variant A

The disposition of a right or the incurring of a performance obligation with a value twice the amount
of the Company's share capital requires a resolution of the shareholders.

Variant B

A resolution of the shareholders is not required for the disposal of a right or the assumption of an
obligation to provide a performance with a value exceeding twice the amount of the Company's share
capital.

§ 17

1. The financial year shall be the calendar year, subject to paragraph no. 2.

2. The first financial year ends on 31 December ………………..