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     STALPROFIL S.A.

     41-308 Dąbrowa Górnicza
     ul. Roździeńskiego 11a

     tel. +48 32 261 60 00
     fax +48 32 261 60 09
     e-mail: biuro@stalprofil.com.pl

The Supervisory Board, which acts in accordance with Commercial Companies Code and the present Regulations, exercises on-going supervision over all areas of the Company's operations.
 

1. Supervisory Board Members shall perform its duties first and foremost in the interest of the Company
2. In the event of a conflict of interests, the Supervisory Board member shall notify other members and shall abstain from participating in discussion and voting on resolutions concerning the issue where a conflict of interests appears.

The Supervisory Board is composed of seven members including the Chairman and Vice Chairmen.
 

The Supervisory Board may not include:
- Management Board members,
- Liquidators of the Company,
- Employees of the Company holding positions of a chief accountant, a legal advisor, a company manager or other positions that are subject to direct control of the Management Board,
- Employees holding state managerial positions and employees holding equal powers as stipulated by legally binding regulations.
 

1. Supervisory Board members are appointed and recalled by the General Meeting by way of a resolution adopted with the majority of votes in a secret ballot.
2. The Supervisory Board member may be recalled at any time.
3. The Supervisory Board elect from among themselves Chairmen and Vice Chairmen of the Supervisory Board at the first meeting. These persons are elected with the absolute majority of votes cast by the members present at the meeting.
4. Chairman and Vice Chairman may be recalled at any time by the Supervisory Board as laid down in procedures for their election.
 

The General Meeting appoint the Supervisory Board for a 5 year of collective tenure.
 

Mandates of the Supervisory Board members shall expire on the date on which a General Meeting is held and the financial statement of the Company for the last financial year of the Supervisory Board member exercising his function is approved.
 

Supervisory Board members who have resigned may be reelected for next tenure.
 

1. Should the number of Supervisory Board members decrease during its tenure, the remaining members of the Board are obliged to submit to the Management Board a written motion concerning the appointment of new Supervisory Board members in order to restore the number of its members.
2. Motion to convene the Extraordinary General Meeting shall be submitted within 7 days from the day on which the number of Supervisory Board members decreases.
 

1. The Supervisory Board members shall receive remuneration in a form and amount as agreed under a resolution approved by the General Meeting.
2. The form and amount of remuneration for the Supervisory Board members may be altered under a resolution approved by the General Meeting at any time of the Supervisory Board's tenure.
 

1. The Supervisory Board member delegated to temporarily perform the duties of the Company's Management Board member (Art. 383 § 1 Commercial Companies Code) shall retain his remuneration as a Supervisory Board member.
2. The Supervisory Board may take a resolution to grant a supplementary remuneration to the member delegated to the Management Board.

The Supervisory Board member delegated to exercise on-going and individual supervision shall receive a separate remuneration, amount of which shall be calculated pursuant to a resolution passed by the General Meeting.

In exercising on-going supervision over Company's operations, the Supervisory Board shall in particular be competent to:
1) approve the Regulations for the Company's Management Board and Organizational Regulations for the Company's undertakings as determined by the Management Board,
2) appoint and dismiss Management Board members, as well as determine the rules and the amount of remuneration for the Management Board members,
3) suspend all or one of Management Board members in their duties for important reasons,
4) delegate Supervisory Board members to temporarily perform the duties of the Company's Management Board members who are incapable of performing their activity and to fix remuneration for such members. Duration of such delegation may last for the period in which the said obstacle is present and is not necessarily determined beforehand as a specific date. In case of death of Company's Management Board member such a delegation lasts until a new Supervisory Board member is appointed. The person delegated to the Company's Management Board does not cease to be the Supervisory Board member, however, the said person may not perform supervisory duties for the duration of such delegation. The Supervisory Board may wish to impose the duty to sign a non-competition clause on the delegated person,
5) grant a permit for establishing plants or branches abroad, at the request of the Management Board,
6) grant permissions to the Management Board members to engage in competitive business or to participate in a competitive business as a general partner or as a member of governing bodies,
7) elect the entity authorized to audit financial statements,
8) assess annual financial statements both in respect of their compliance with the books and documents and with the actual status. The control exercised by the Supervisory Board is calculative, aimed to examine purposefulness and effectiveness of Company's activities, as well as their compliance with legally binding regulations,
9) assess the Company's Management's Board's report and motions relating to the distribution of profits and financing of losses,
10) submit the annual written report on the results of the assessment stipulated in sec. 8 and 9 to the General Meeting,
11) prepare and present a concise assessment of the Company's standing including the information on the internal control system and risk management system in areas relevant to Company's activities to the General Meeting,
12) prepare assessment of its own performance and present it to the General Meeting,
13) request reports, explanations, as well as detailed information from the Management Board and Company's employees on all significant issues relating to Company's activities, risks related to Company's activities, and various ways of risk management in the said situations,
14) audit the Company's assets and check books and documents,
15) examine and provide an opinion for motions or issues requiring adoption by provisions passed by the General Meeting,
16) provide consent to conclude by the Company a significant agreement with entities related to the Company as stipulated in the regulation of the Minister of Finance dated 19 October, 2005 regarding current and periodical information reported by securities issuers (Journal of Law, No. 209 as amended in 2005, item 1744). Consent is not required in case of typical transactions conducted on the basis of market conditions as a part of Company's operating activities with a subsidiary in which the Company holds the majority of share capital. In case of typical transactions conducted with a dominant entity towards the Company and concluded on the basis of market conditions as a part of Company's operating activity the consent may be granted collectively for a particular kind of transaction within the particular accounting year without the need for the Supervisory Board to take resolutions separately for each of the said transaction,
17) provide consent to establish another company, subscribe for, acquire or dispose of stocks or shares in other companies, with the exception of situations where such subscription or acquisition is done in return for the Company's debts under composition or settlement proceedings,
18) establish the manner of exercising the voting right in the governing bodies of the companies in which the Company holds over 50% of share capital, on matters relating to:
- amendment of the company's statutes or articles of associations,
- increase or reduction of the company's capital,
- merger, transformation, dissolution or liquidation of the company,
- disposal of stocks or shares in the company,
- disposal or lease of the company's undertaking, encumbrance of the same with the right of usufruct or disposal of the company's real estate.
 

1. Pursuant to the Commercial Companies Code and provisions included in the Company's statute and performing its administrative duties the Supervisory Board is obliged to:
1) authorize a Supervisory Board member to represent the Company in exercising its legal activities with Management Board members or in disputes arising between the Management Board members and the Company in case of absence of Supervisory Board's Chairman or when he is incapable of representing the Company for other reasons,
2) submit to the Management Board a written motion to convene the Extraordinary General Meeting along with agenda for this Meeting,
3) convene the General Meeting:
- if the Company's Management Board did not convene the General Meeting in due time,
- If, in spite of the fact that the motion to convene the General Meeting was submitted - the Management Board failed to convene the General Meeting in due time which is 2 weeks starting from the date on which the motion was submitted.
By convening the General Meeting, the Supervisory Board is obliged to set the agenda for the Meeting.
4) demand in writing to include individual matters on the agenda for the forthcoming General Meeting. If the request is submitted after the announcement of the Board convention then such a request shall be treated as a motion to convene the Extraordinary General Meeting,
5) pass, at the request of the Company’s Management Board, regulations for the allocation of capital and earmarked funds.
2. Supervisory Board members shall participate in General Meetings and the number of members present shall enable them to give substantial answers to the questions posed during the General Meeting.
 

The Supervisory Board may demand necessary expert opinion and investigation concerning the matters which are within its competence at the Company’s expense.
 

1. The Chairman of the Supervisory Bard represents the Company in legal dealings with the Management Board members and disputes arising between the members and the Company.
2. The Chairman of the Supervisory Board opens each General Meeting or delegates this function to another person.
 

1. The Supervisory Board performs its role in a collective manner but may also delegate its members to perform individually particular supervisory activities.
2. The Supervisory Board member delegated by the group of stockholders to exercise an on-going supervision shall submit to the Management Board a detailed report on his supervisory activities.
 

1. Delegation set forth in § 17.1 may be permanent or temporary and may be recalled at any time. The said delegation may not refer to any administrative functions exercised by the Board.
2. In case of permanent delegation, the delegated member is obliged to comply with the clause of non-competition. However, in case of temporary delegation the clause of non-competition may be imposed by the Board.
 

In the event of individual performance of particular supervisory activities the remaining Board members are not relieved from the duty to perform individually tasks delegated to them.
 

1. Functions of the Supervisory Board are personal in nature. Rights and duties may not be delegated to other individuals, it is not permissible to appoint substitute members of the Supervisory Board.
2. The Supervisory Board member should not resign from his function during his tenure if this could render further activities of the Board impossible and in particular if this could prevent passing of significant resolutions in a due time.
 

While performing its duties the Supervisory Board may benefit from help and advice of the third parties whose activities and omissions are assumed as Supervisory Board’s activities and omissions and therefore the Supervisory Board is held responsible.
 

1. Chairman presides over the work of the Supervisory Board and in his absence this function is delegated to Vice Chairman of the Board.
2. The previous Board Chairman convenes and opens the first meeting of a newly elected Board and presides until a new Chairman of a new Supervisory Board is elected. If the meeting of a newly elected Board is not convened within one month then the meeting is convened and opened by the President of the Management Board. The said period of one month is calculated from the date on which the previous Board Chairman is notified that the General Meeting of newly elected Supervisory Board members has been convened.
3. The Chairman of the Board or his Delegate is obliged to convene a Board meeting upon a written motion of the Company’s Management Board or a single Board member. The meeting should take place within the period of two weeks starting from the day on which the motion is submitted.
 

1. The Supervisory Board presides at meetings.
2. The Board meetings take place at the Company’s seat or at venues indicated by the Board Chairman or Vice Chairman. The meetings are held at times as the need arises, however, they should be convened at least two times during an accounting year.
 

1. The meetings are convened by the Board Chairman or Vice Chairman
- on his own initiative,
- upon a written motion of the Company’s Management Board.,
- upon a written motion of a Board member
2. Requesting party is obliged to specify subject matters in its motions and should attach:
- draft resolutions of the Board, passing of which the requesting party is waiting for,
- justification of draft resolutions including the assumed results of their implementation,
- documents and materials regarding submitted matters necessary for the Board to take a standing in subject matters.
3. The agenda is proposed by the Board Chairman or Vice Chairman after taking into account the subject matters included in the motion to convene The Supervisory Board.
4. Agenda shall include, among others, the following fixed components:
- appointment of the Board Secretary,
- approval of the agenda,
- approval of the minutes from the previous meeting,
- information provided by the Management Board concerning their activities in the period between the Board meetings, including most significant undertakings of the Management Board and current economic and financial standing of the Company,
- current affairs and free motions.
5. Supervisory Board members are obliged to participate in meetings.

The Chairman or Vice Chairman of the Supervisory Board may invite to the meeting other persons indicated by full name on his own initiative or on the initiative of a Board member or a person requesting the Board meeting.
 

The Management Board is obliged to provide necessary legal, organizational and technical support in order to provide efficient conditions and service for the Supervisory Board meetings.
 

1. Supervisory Board meetings may be attended by Supervisory Board members and individuals invited to the meeting.
2. The meetings of the Supervisory Board should be, with the exception of matters directly related to the Management Board or Management Board members and in particular dismissal, liabilities or cancellation of remuneration, available and open for Board members.
 

The Chairman or Vice Chairman of the Supervisory Board heads and presides over the meeting. In justified cases, he/she may change the order of items included in the adopted agenda.
 

1. Order of the agenda for the Supervisory Board meeting should not be changed and any items should not be added during the meeting it refers to. This rule is not applied when all the Supervisory Board members are present and give consent to make an amendment or to add items to the agenda, and when it is necessary for the Supervisory Board to take particular steps in order to prevent detriment made to the Company, as well as in case of a resolution aimed at assessment whether there is a conflict of interests between the Supervisory Board members and the Company.
2. The change in the agenda is subject to open voting and shall be approved with absolute majority of votes.

When it is impossible to negotiate all the items included in the agenda during the meeting or when it is necessary to obtain additional materials, then the items which have not been discussed shall be included in the agenda for the following meeting under decision made by the Supervisory Board. The said fact along with the reasons behind this decision should be included in the minutes of the meeting.

1. The Supervisory Board member may contribute to the matter under discussion on all of the items included in the agenda.
2. If performance of the Supervisory Board member or a person invited to the meeting is not relevant to the subject of the meeting, then the Chairman may call such a person to order and such a person may not be allowed to speak.
 

Minutes, which is a formal statement including the information on the course of the meeting and resolution passed, shall be taken at all Supervisory Board meetings.
 

Minutes shall be taken by a Secretary appointed by the Board Chairman.
 

Minutes should include:
- the place and the date on which the minutes were taken, that is the date of holding the Supervisory Board meeting,
- the consecutive number of minutes for a particular Supervisory Board's term of office written in Arabic numerals slashed by the number indicating the term of office written in Roman numerals,
- forenames and surnames of the persons present at the meeting,
- note certifying the ability of Board members present at the meeting to take resolutions,
- note certifying the approval of minutes from the previous Supervisory Board meeting and the lack of comments regarding the resolutions taken at the Supervisory Board meeting,
- approval of the agenda,
- course of the meeting and in particular the summary of approved motions,
- number and kind of votes cast in favor of particular, numbered resolutions which are included in an attachment to the minutes, as well as other opinions on the matter,
- signatures of persons present at the Supervisory Board meeting.
 

Minutes from the meeting containing the resolutions are drawn up in two copies and are stored at:
- one copy at the Chairman of the Supervisory Board.
- one copy with all the materials related to the meeting at the Management Board’s office.
 

Each stockholder of the Company is entitled to inspect the minutes and the materials from the Supervisory Board meetings.
 

Decisions made at the meetings by the Supervisory Board shall have the form of resolutions.
 

1. Resolutions shall be valid if all members of the Supervisory Board have been notified about the date of holding a meeting and if at least 5 members appointed for a particular term of the Board have been present at the meeting.
2. Resolutions concerning dismissal or appointment of particular Management Board members or all of the Management Board members shall be valid if at least 6 members or the Supervisory Board have been present at the meeting.
 

The Supervisory Board approves resolutions with absolute majority of votes cast by persons present at the meeting, except for resolutions set forth in act 2 § 38 which require qualified majority of 5/7 votes of persons present at the meeting under condition that there are at least six Supervisory Boar members.
 

1. The resolution regarding the enlargement of the agenda requires unanimous approval of all the Supervisory Board members present at the meeting.
2. Resolutions concerning personal matters and resolutions at the request of at least one member of the Board are passed in secret ballot.

The resolutions of the Supervisory Board meetings are immediately taken by the Board secretary and should include the following information:
- number of the Supervisory Board resolution,
- date of holding the Supervisory Board meeting at which the resolution was passed,
- legal basis for the resolution,
- content of the resolution,
- executor of the resolution,
- date on which the resolution becomes effective or the date of execution or maturity,
- other elements resulting from the subject of the resolution.
 

1. The resolution is signed by a secretary of a particular Board meeting and by the chairman of the Supervisory Board Meeting.
2. The number of copies in which the resolutions passed by the Supervisory Board is drawn up depends on:
- number of addressees,
- pursuant to § 35 of the said Regulations two copies of a resolution with the minutes need to be stored.
 

Resolutions adopted at the meeting are binding to all Supervisory Board members including the members not present at the meeting at which the said resolution was adopted.
 

1. Immediately after the election of the Supervisory Board member he is obliged to provide the Company with the information regarding his personal data which include: cv, addresses (address for delivery, telephone number, mobile, fax and e-mail address).
2. A supervisory Board member shall provide the Management Board with the information regarding his connections with a stockholder owning stocks representing not less than 5% of an overall amount of votes at the General Meeting. This duty refers to economic and family connections or any other connections that might have an influence on the standpoint of the Supervisory Board member in the matters negotiated by the Supervisory Board.
3. The Supervisory Board member is obliged to inform the Management Board immediately about the acquisition or disposal of the Company’s stocks, the stocks of a dominant entity or subsidiaries and about the transactions with such entities if they are relevant to the financial standing of the Company. This duty includes the obligation to inform the Supervisory Board members in situations as stipulated by legally binding regulations and in particular by article 160 of Act on Financial Instruments dated July 29, 2005 (Journal of Law, 2005. 183.1538).
4. Information indicated in Act 1 hereinabove should be immediately updated by the Supervisory Board member in the event of change in the actual status and provided to the Management Board.
5. Supervisory Board member is obliged to submit a statement as provided for in Act 1 hereinabove at the request of the Management Board.
 

1. Costs of the Supervisory Board's activities are covered by the Company.
2. The Supervisory Board uses offices, office equipment and materials of the Company.
3. The Management Board provides administrative and technical support for the Supervisory Board.
 

The present Regulations may be amended under a resolution passed by the Supervisory Board with an absolute majority of votes cast by the persons present at a meeting in an open ballot.
 

In matters not regulated by the present Regulations the provisions of the Commercial Companies Code and the Company’s statute shall apply.
 

The present Regulation is effective as of the date of its adoption by the Supervisory Board. The date on which the said Regulation is adopted marks the date on which the previous Regulation adopted by the Supervisory Board on February 19 June, 2008 by resolution no 196/V/2008 ceases to be effective.