Bylaws

of the General Meeting of Shareholder of “Macrologic” Spółka Akcyjna seated in Warsaw, adopted on 12th June 2003

§ 1

These Bylaws set out the way of conducting the meetings of the General Meeting of Shareholders of “Macrologic” S.A.

§ 2

The General Meeting of Shareholders shall be arranged by the Management Board of the Company, who shall provide appropriate service and technical means for holding the meeting.

§ 3

The General Meeting of Shareholders shall be opened by the Chairman of the Supervisory Board or other person designated by the Supervisory Board.

§ 4

The person opening the General Meeting of Shareholders shall prepare and check the attendance list and order the election of the Chairman of the General Meeting of Shareholders from among the shareholders present and holding the right to vote.

§ 5

After being elected, the Chairman of the General Meeting of Shareholders shall order the preparation of the attendance list listing the participants (shareholders) of the meeting and the number of their shares and votes. The Chairman of the General Meeting of Shareholders shall sign the list and put it in an accessible place for the time of the meeting.

§ 6

The Chairman shall have the right to designate one or two secretaries from among the shareholders present and holding the right to vote. Their task shall be to help the Chairman in chairing the meeting and to take the minutes of the meeting, irrespective of the minutes taken by the notary.

§ 7

On the basis of the evidence that the General Meeting of Shareholders was called for (the announcements in “Monitor Sądowy i Gospodarczy”) as well as the attendance list, the Chairman shall certify the validity of the meeting and the capacity to adopt resolutions.

§ 8

The meeting may be also attended by persons without the right to vote invited by the Management Board, unless the General Meeting states differently. The Chairman shall have the right to grant such persons the right to speak during the meeting.

§ 9

The Chairman shall order the election of a Returning Committee consisting of 2-3 members and propose its members.

§ 10

The Chairman of the General Meeting of Shareholders shall manage the meeting according to the agenda, and in particular shall grant the right to speak to those present at the meeting, take away the right to speak, order a vote, announce the outcome of the vote for a resolution on the basis of the information provided by the Returning Committee, order breaks and decide on all matters regarding the agenda.

§ 11

Every shareholder holding the right to vote in the meeting shall have the right to appeal from the decision of the Chairman of the meeting to the General Meeting of Shareholders, who shall make the final decision by way of resolution.

§ 12

The Chairman shall have the right to determine the time allowed for each speaker, and shall have the right to take away the time granted for the speech if the speech is not relevant to the agenda of the meeting or if it contravenes the rules of a proper behavior.

§ 13

Voting shall be open. Secret voting shall be ordered in the event of electing the governing bodies of the Company as well as in the case of motions to dismiss members of the governing bodies or liquidators, to hold them liable or in personal matters.  Voting shall also be made secret on the request of any of the Shareholders holding the right to vote.

§ 14

Minutes shall be taken at the General Meeting of Shareholders by a notary.

§ 15

The provisions of the Code of Commercial Companies and the Articles of Association shall be applicable to issues not governed by these Bylaws.