Bylaws of the Supervisory Board of Macrologic S.A.
adopted at the meeting of the Supervisory Board of Macrologic S.A. on 20th June 2006
The Supervisory Board of MacroSoft S.A. shall operate in accordance with the provisions of the Code of Commercial Companies, the Articles of Association, the resolution of the General Meeting of Shareholders and these Bylaws.
§ 1
The responsibilities of the Supervisory Board, apart from those defined in the Commercial Code, shall include in particular:
a) appointing and recalling members of the Management Board, including the President of the Board;
b) appointing and recalling the Chairman of the Supervisory Board;
c) reviewing and approving business plans of the Company;
d) sharing opinions on all documents and motions submitted to General Meeting of Shareholders by the Management Board;
e) making the decision to create a subsidiary company;
f) approving draft bylaws of the Management Board and remuneration for the members of the Management Board;
g) investigating other matters as ordered by the General Meeting of Shareholders or as proposed by the Management Board;
h) supervising the implementation of the resolutions adopted by the Supervisory Board.
§ 2
The Supervisory Board may at any time demand the Management Board and the employees of the Company to produce reports and explanations, monitor the assets of the company and check the performance of departments; if such investigation requires expert knowledge the Supervisory Board may order the Management Board to appoint experts to provide an expert opinion.
§ 3
The Supervisory Board shall have the right to call for extraordinary General Meeting of Shareholders, if the Management Board has not called for the meeting within two weeks of the receipt of an appropriate motion.
§ 4
The Supervisory Board shall perform its activities collectively. The Supervisory Board shall have the right to delegate its members to perform individual supervisory activities.
§ 5
The members of the Supervisory Board shall be obliged to:
a) participate in the meetings of the Supervisory Board;
b) supervise and monitor the implementation of the resolutions adopted by the General Meeting of Shareholders and the Supervisory Board;
c) supervise and monitor the performance of individual departments and subsidiary companies.
§ 6
a) The meetings of the Supervisory Board shall be held at least once in three months.
b) The meetings shall be called for by the Chairman, also on a written request of three other members of the Supervisory Board. Every member of the Supervisory Board shall have the right to call for a meeting if requested in writing by the Management Board.
c) The Chairman of the Board shall manage the operation of the Supervisory Board and chair its meetings.
d) The Chairman shall consult the date of the meeting with the members of the Supervisory Board. The Chairman shall inform the members of the Supervisory Board of the date, place and agenda of the meeting by email with a 7-day notice. The meeting may take place without being formally called for, provided that all the members agree.
e) The meeting may be attended by all members and persons invited by the Supervisory Board.
f) The resolutions of the Supervisory Board are usually adopted by a majority vote when at least half of the members are present.
g) The Chairman of the Supervisory Board shall have the right to order a written vote without holding a meeting. A written consent of all members of the Supervisory Board is required to adopt a resolution in this manner.
§ 7
a) Minutes shall be taken at the meetings of the Supervisory Board. Plans, reports, motions and other materials being the subject of the meeting shall be attached to the minutes,
b) The minutes shall be stored in the premises of the Company.
