Regulations of the Management Board

Regulations of the Management Board of Text S.A. as of 29 November 2013

Article 1.

1. The Management Board manages the Company’s affairs.
2. The Management Board operates under the provisions of Commercial Companies Code and other applicable laws, the Articles of Association, resolutions of the Supervisory Board, resolutions of the General Meeting, these Regulations and other generally applicable provisions of law.

Article 2.

1. The Management Board performs its functions jointly and takes resolutions at meetings of the Board. It shall adopt the resolutions by simple majority. If votes are tied, the President’s shall be the casting vote.
2. Meetings of the Management Board shall be held not less than once a month. Meetings shall be held at the registered seat of the Company.
3. Meetings of the Management Board shall be convened by the President of the Board or, in his or her absence, by the Vice President of the Management Board or other member of the Management Board replacing the President of the Board.
4. Meetings of the Management Board shall be convened via e-mail sent to each member of the Management Board with the notification of the date of the meeting not later than the day preceding the meeting of the Board. It is also acceptable to inform about the meeting through other means of communication that ensure that the notification gets to the addressee and that guarantee the confirmation of notification.
5. The meeting of the Board may also be held without being formally convened if all the members of the Board are present at the meeting.
6. The President of the Board or, in his or her absence, the person appointed by the President of the Board (or in their absence another member of the Board) shall convene the meeting of the Board upon request of each member of the Board with the agenda indicated by the applicant. At such meeting of the Board, other matters can be recognized, provided that they have been included in the agenda.
7. The President of the Board or the member appointed by the President of the Board (or in their absence another member of the Board) shall chair the meetings of the Board.
8. Any member of the Board may participate in the meeting by means of remote communication.

Article 3.

1. The Management Board shall take decisions in the form of resolutions adopted by open vote.
2. Upon request of just one member of the Board participating in the meeting, the chairman of the meeting shall order a secret vote.
3. Resolutions shall be adopted by simple majority. Each member of the Board participating in the meeting has the right to submit a dissenting opinion to the protocol.
4. In order for the resolutions adopted at the meetings of the Board to be valid, it is necessary that the meeting is attended by at least half of the members of the Board, including the President of the Board.

Article 4.

1. The Board may adopt a resolution outside the meeting:

   1. by written vote – in this case, each member of the Board votes in writing and passes it to the President of the Board or to the person designated by him or her;
   2. by written vote – by circulation – each member of the Board signs the adopted resolution and passes it to President of the Board or to the person designated by him or her;
   3. by vote by means of distance communication – phone, Internet etc.

2. In order for the resolution to be effective in the manner described in paragraph 1, it is necessary to provide all the members of the Board with the possibility to vote.

Article 5.

The meetings of the Board may be attended by persons invited by the President of the Board.

Article 6.

1. Minutes shall be taken from each meeting and voting outside the meetings of the Board.
2. The minutes shall be prepared by the persons appointed by the President of the Board.
3. The minutes shall be signed not later than at the next meeting of the Board.
4. The minutes of the meetings of the Board shall be collected at the Corporate Minute Book. The Corporate Minute Book shall be kept by the head office or persons indicated by the President of the Board.
5. Each member of the Board may request copies of the Corporate Minute Book.

Article 7.

1. The Management Board shall adopt a resolution on the division of responsibilities between members of the Board entrusting them with the supervision over particular areas of the Company’s activities.
2. The President of the Board shall make orders regulating activities of the Company.

Article 8.

1. In case of conflict of interests of the Company with interests of a member of the Board, his/her spouse, relatives and in-laws to the second degree and persons to whom he or she is personally connected, the member of the Board shall refrain from participation in settling such matters and may request to mark it in the minutes.
2. If the conflict of interest concerns more than one matter or has a permanent character, the member of the Board shall notify about it the Management Board and the Supervisory Board.

Article 9.

The President of the Board should participate in the General Meetings. The President of the Board may oblige other members of the Board to participate in the General Meeting. In case of a conflict relating thereto, the decision on which members of the Board should participate in the General Meeting apart from the President of the Board shall be made by the Management Board in a form of a resolution.

Article 10.

These Regulations shall enter into force on 29 November 2013.