BY-LAWS OF ORGANIZATION AND FUNCTIONING OF THE MANAGEMENT BOARD OF "AGORA" SPOLKA AKCYJNA

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I. MAIN PROVISIONS

§ 1

1. The by-laws herein shall set the principles and the mode of functioning of the Management Board of Agora Spółka Akcyjna.

2. The by-laws also constitute an agreement among members of the Management Board concerning co-operation in such areas as representation of the Company, performance of powers and management of the Company's affairs.

3. The functioning of the Management Board is based on:

1) Act of 15 December 2000 - the Commercial Companies Code, as amended,

2) the statute of the Company,

3) resolutions of the General Meeting of Shareholders,

4) these By-laws,

5) statement concerning compliance with the rules of best practices in public companies, as adopted by the Company.

§ 2

As used herein, the following terms shall have the following meaning:

1) By-laws - the regulations herein, adopted by a resolution of the Management Board,

2) Company - the joint stock company under the business name AGORA SA with its seat in Warsaw, entered into the commercial register maintained by the Warsaw District Court, XX Commercial Department of the National Registry Court under the number 59944,

3) The Statute - the Company's statute as adopted in the notarial deed of March 11, 1998, with subsequent amendments,

4) Management Board, Board - the Management Board of the Company,

5) President of the Board - the President of the Management Board,

6) Vice President (-s) of the Board - the Vice President (-s) of the Management Board,

7) Member (-s) of the Board - a natural person(-s) appointed to the Management Board in conformity with the stipulations of the Statutes,