I. General Provisions
1. This Statute of the Audit Committee of the Supervisory Board of Stalprofil SA is the primary document defining the role, responsibility and principles for functioning of the Audit Committee within the Company.
2. The Audit Committee shall support the actions taken by the Supervisory Board and shall be an advisory body acting collectively as a part of the Supervisory Board of Stalprofil S.A.
3. The tasks of the Audit Committee shall be performed by presenting the Supervisory Board with recommendations, motions, opinions and reports in a form of resolutions passed by the Audit Committee.
II. Composition of the Audit Committee
1. The Audit Committee shall comprise of no less than 3 members appointed by the Supervisory Board from its members.
2. At least one of the members of the Audit Committee should meet requirements regarding independence and have qualifications in accounting or financial audit. Independence of a member of the Audit Committee is defined pursuant to art. 56 paragraph 3 items 1, 3 and 5 of the Act of May 7, 2009 on chartered auditors and their management, entities authorized to examine financial statements, and on public supervision.
3. The Audit Committee shall elect one of its members to act as the Chairman.
III. Tasks of the Audit Committee
1. The tasks of the Audit Committee include monitoring the process of financial reporting and carrying out tasks related to financial audits, as well as monitoring efficiency of internal control, internal audit and risk management systems, and in particular:
- submitting to the Supervisory Board recommendations related to choosing an entity authorized to examine financial statements and perform financial audit of the Company,
- monitoring work and independence of the independent auditor and the entity authorized to examine financial statements,
- reviewing financial statements of the Company, especially with respect to compliance with effective regulations concerning accounting, including approved rules for evaluation and consolidation of financial statements
- reviewing and discussing conclusions from examinations and reviews of financial statements issued by external auditors, as well as the opinion of the Board of Directors,
- reviewing activities related to monitoring of risk management in the Company,
- reviewing the internal control system effective in the Company,
- discussing with the management of the Company the strategy and programs of risk assessment and risk evasion,
- considering all other issues raised by the Audit Committee, the chartered auditor, the Supervisory board or the Company management,
- informing the Supervisory Board about all significant issues occurring during the work of the Audit Committee,
- submitting to the Supervisory Board an annual report regarding an opinion of the Committee's activities.
2. The tasks of the Audit Committee also include preparing an annual schedule of activities defining the basic responsibilities of the Audit Committee in a given business year. The schedule shall be subsequently verified and approved by the Supervisory Board.
IV Rights of the Audit Committee
1. In order to carry out its responsibilities the Audit Committee shall have access to all information related to its scope of responsibilities.
2. The Audit Committee can initiate special activities in areas convergent with its scope of responsibilities. The Audit Committee is obliged to inform the Company's Board of Directors about tasks, which may be commissioned to organizational units of the Company.
3. In justified cases the Audit Committee is authorized to request opinion of external entities at the Company's expense if the area concerned is supervised by the Audit Committee and approval of the Supervisory Board is obtained.
V. Method of operation for the Audit Committee
1. The work of the Audit Committee is managed by the Chairman of the Audit Committee, and should the Chairman be absent, a member of the Audit Committee appointed by them.
2. The meetings of the Audit Committee shall be held at least twice a year, before publication of the financial statements by Stalprofil SA (half-yearly and annual).
3. The meeting of the Audit Committee shall be convened by its Chairman. Notification regarding the convened meeting, including the agenda, shall be delivered to the members of the Audit Committee an the other members of the Supervisory Board no later than 5 (five) days before the meeting and in urgent cases no later than 1 (one) day before the meeting.
4. All members of the Supervisory Board are authorized to participate in the meetings of the Audit Committee.
5. Should the Chairman of the Audit Committee find it appropriate they are authorized to invite members of the Company's Board of Directors, advisors, experts and other people acting as chartered auditors to the meetings of the Audit Committee.
6. The Chairman prepares the agenda of the Audit Committee meeting and supervises distribution of the materials, as well as preparation of reports of the meetings of the Audit Committee.
7. The Chairman may appoint a Secretary of the Audit Committee, who will be in charge especially of preparing the reports of the meetings of the Audit Committee.
8. The schedule of regular meetings, as well as main points of the agendas shall be agreed by the Audit Committee and approved by the Supervisory Board annually. Additional meetings can be held at request of any of the members of the Audit Committee, members of the Board of Directors or the Supervisory Board.
9. Recommendations, motions, opinions and assessments of the Audit Committee shall be passed as resolutions and presented to the Supervisory Board by the Chairman of the Audit Committee, as well as communicated to the Company's Board of Directors.
10. The resolutions of the Audit Committee shall be passed by simple majority of votes. In case of voting with equal number of votes "in favor" and "against" the final vote belongs to the Chairman. In order for the resolutions to be valid at least two members of the Audit Committee must participate in the meeting of the Committee.
11. The members of the Audit Committee may participate in the meetings of the Committee personally or using means of direct remote communication.
VI. Final Provisions
1. The organizational and technical support for the Audit Committee shall be provided by the Company.
2. This Statute shall come into effect after approval of the Company's Supervisory Board.