PBG UAE

Constitution

Art. 1: Establishment and name

1. There shall be established in Abu Dhabi a group to be known as the Polish Business Group (referred to in this Constitution as the GROUP).

2. The Group shall be a voluntary, non-profit making organization of individuals and companies, not engaging in any activity of a political nature, acting according to the laws of the UAE.

Art. 2: Objectives

1. To contribute to the expansion of business relations between Poland and the UAE.

2. To provide for members of the Group a forum for the exchange of up-to-date information and experience relating to business opportunities and activities both in Poland and in the UAE.

3. To liaise with the Embassy of Poland in Abu Dhabi on matters of interest to the Group.

4. To provide for members of the Group a platform to communicate with prominent government and business representatives of Poland and the UAE.

5. To provide a link with organizations and associations in Poland active in the members scope of interests and/or dedicated to the development of Poland/UAE trade and corporate investment.

6. To organize business and social meetings, seminars, conferences, cultural and sports events, as well as participation in fairs and exhibitions.

7. To assist the Embassy of Poland in Abu Dhabi in formulation of policy guidelines aiming at optimizing economic relations between Poland and the UAE.

8. To provide support to official Polish delegations and prominent executives visiting the UAE.

Art. 3: Membership

1. Corporate Representative Membership

A Polish company registered in Poland, having direct or indirect but legally recognized branch in
United Arab Emirates or company set up in United Arab Emirates with share of Polish capital, managed by or with participation of Polish managerial staff. Corporate Member is represented by most senior staff member living and working in the UAE or such other senior resident employee whom that company nominates in his place and the Board approves.

2. Individual Membership

Any Polish citizen living and working in the UAE; or
Any National of the United Arab Emirates representing Polish goods or services in the UAE (owner or partner in a UAE registered company); or
Any person who does not comply with the above but who lives in the UAE and works for either a Polish company or an UAE registered agency representing Polish goods or services.

3. Honorary Membership

Distinguished persons invited by the Board and having the unanimous consent of the Board. This applies also to the post of the Honorary Chairman of the Group, a UAE national.

4. Associate Membership

Any individual who is not eligible for any form of memberships above, but who is interested in realization of statutory objectives of the Group. There is no restriction on where an Associate is resident or domiciled or on his /her nationality.

5. Miscellaneous

a) Corporate Representative Members and Individual Members shall be entitled to vote at any General Meeting and be counted as part of a quorum. Corporate Members shall be granted two votes and Individual members shall be granted one vote during Annual and regular group meetings. Both Corporate and Individual members can be elected member of the board of the Group. The Polish Business Group in the United Arab Emirates - Constitution 17.01.2009 Page 2 of 4

b) Honorary Members and Associates are eligible to attend and speak at any General Meeting but are not eligible to vote and will not be count as part of a quorum.

c) Members have the right to take active part in Group activities and arranged meetings, use the help, advice and other forms of Group assistance, make and request information related to Group business and activities.

d) Corporate and individual members duties include adherence and respect of the Constitution, Dissemination of information related to business activities of the Group in accordance with. Statutory objectives. Look after the reputation of the Group. Pay membership fees on time and participate in realization of Group vision.

e) The Board will review every application for membership and shall decide whether it is to be accepted as the case may be and shall have an absolute discretion in connection therewith.

f) Every member shall notify the Board in writing of any impending change in status, which might affect his/her, eligibility for membership.

g) The membership cease to be valid in case the member informs the Group in writing about his intention to leave the group, liquidation of the Group, member death, unpaid fees for longer than 3 months and after previous written notice, by violating the Constitution or working against the Group objectives. Corporate membership cease in case of dissolution or liquidation of the member company,

h) The Board has the right from time to time verify and amend at its own discretion the status of members and notify them in writing about any changes in the category of memberships.

i) The Board has the right to expel any member from the Group if member association is no longer with accordance of the Group interest.

Art. 4: Board

1. General affairs of the Group will be administered by a Board of eight members.

2. The Board shall designate the officers of the Group, which shall include a Chairman, Vice-Chairman, Secretary and Treasurer. The Board shall elect the officers from among its membership.

3. Chairman of the Board is Polish citizen is responsible for administrative issues of the Group, representation, liaison with U.A.E government officials and other institutions and organizations as well as is in charge of executing decisions of the Board. Ex-Chairmen shall become members of the future Boards, however, shall not have voting rights during voting of the Board.

4. Vice Chairman - Polish citizen is responsible for accomplishment of tasks given by Chairman and representation by proxy during Chairman absence.

5. Secretary scope of duties relates to documentation of Group activities, maintenance of minutes meetings after each Board meeting and Annual meeting, distribution among group members of up to date information

6. Group Treasurer responsibility evolves and relates to financial status of the Group, Documentation and expenses reports must be maintain to date and submitted to The Board for revision after that yearly summary report will be submitted to independent auditor.

7. The remaining Board members are responsible to follow and carry out designated tasks by Board or the Chairman pertaining to Group statutory objectives.

8. The Board is responsible for planning future policy, programs, speakers and events, as well as
submitting reports.

9. The Board shall meet before every meeting of the Group, at least five times per year during the term of the Board.

10. The Board is responsible for accepting or rejecting applications for membership and will not be obliged to give any reasons for its decisions.

11. The Board is authorized to open and operate bank accounts in the name of the Group and signatories on all bank accounts shall be such of the Board members as the Board shall from time to time designate.

12. The Board may engage staff and obtain office and other facilities as considered necessary, the costs of which shall be paid out of membership fees.

13. The Board may establish rules for the conduct of its affairs in accordance with the objectives of the Group and may amend them according the requirements.

14. All officers and members of the Board shall serve for terms of two years, or until their successors take office.

15. Vacancies in any offices or elective positions on the Board shall be filled by the Board. The Board shall determine when a vacancy exists and shall fill every vacancy within four months.

16. Board decisions are taken during Board meetings by simple majority votes in case of equal votes numbers decision is made by the Chairman.
The Polish Business Group in the United Arab Emirates - Constitution 17.01.2009 Page 3 of 4

17. Board decisions may be appealed to the Annual Group Meeting.

Art. 5: Election of the Board

1. The first Board will be elected by the founding members and will serve until the first Annual General Meeting.

2. Except for the first Board, the Board will be elected from amongst members of the Group with the right to vote. The election will take place at the Annual General Meeting.

3. The Board will serve for two years. Members of the Board shall be eligible for re-election.

4. Nominations for Board members will be presented during the Annual General Meeting.

5. Election will be by simple majority of the members voting.

6. If for any reason a member of the Board is unable to serve a full term, the vacancy may be filled by another member of the Group.

Art. 6: General Meetings

1. The Annual General Meeting shall be held each year. The first Annual Meeting shall be held not later than 15 December 2006. The agenda shall include (but not be limited to):

Report of the Board;
Report of the previous years accounts;
Election of the Board and officers (every two years);
Election of the Honorary Auditor;
Other Business

2. The Annual General Meeting shall be called by the Board giving not less than four weeks notice to members. All other Meetings at which official business of the Group will be discussed or votes taken will be called by the Board giving not less than fourteen (14) days notice to members.

3. Extraordinary meeting can be called upon the written consent of at least 50% of the Group members eligible for voting.

4. Voting will be by a simple majority and, in the event of a tie, the Chairman shall have a casting vote. A member of the Group may appoint another member who is entitled to vote as a proxy. Board must be notified in writing prior to the meeting.

5. The quorum for a General Meeting shall be formed by members participating in a meeting and representing not less than 20% of the total voting rights.

6. In the event of no quorum present at an Annual General Meeting or a General Meeting, the meeting shall be adjourned. A place, date and time will be provided later. Notice shall be sent to all members at least two weeks before the rescheduled meeting. Should the number then present be insufficient form a quorum, those present shall be considered a quorum.

7. Each General Meeting shall be chaired by the Chairman of the Group or, in his absence, by the Vice- Chairman, and failing him, by another member of the Board.

Art. 7: Other meetings

1. Other Meetings will be (organized) by the Board. The Board will notify its members in advance about the date, time and the agenda of all meetings.

2. The Board may organize meetings open to non-members of the PBG

3. The Board may organize meetings related to a certain category of business at which attendance will be restricted to members relevant to the nature of the business.

4. Members are encouraged to suggest to the Board topics for discussion and prospective speakers or make presentations valuable in terms of realization of the Group objectives.

5. Members may invite guests to Group meetings. The names of all guests shall be submitted to the Board in advance. Any person who is eligible for membership may come as a guest to a meeting but no such person shall be a guest more than twice during a calendar year.

Art. 8: Fees

1. Every member, except for Honorary Members, shall pay an entrance fee and an annual membership fee. The annual membership fee shall be payable on a date to be set up by the Board and will be in respect of the financial year of the Group. The Polish Business Group in the United Arab Emirates - Constitution 17.01.2009 Page 4 of 4

2. The fees will be fixed by the Board and will be applied towards administrative and other costs, as the Board shall from time to time determine.

3. A reduction of 50% of the annual membership fee will be made if a member joins during the latter half of the financial year. A refund will not be made if a member resigns.

4. Membership will be deemed to have lapsed if the annual fee is not paid within the time prescribed by the Board.

Art. 9: Audit

1. The Group shall have an Honorary Auditor who shall be elected at the Annual General Meeting, except for the first Honorary Auditor who shall be elected by the founding members.

2. The Honorary Auditor shall audit, or shall appoint independent auditors to audit, all accounts and assets of the Group and shall present a report to the next Annual General Meeting.

Art. 10: Information

1. The Board will maintain an up-to-date list of its members and their Polish business interests. This information will be available to all members on application to the Board.

2. The Board will, at its discretion, distribute circulars to members containing information or news considered to be of interest to members.

Art. 11: Formation of the Group

1. The Group shall be formed by the unanimous adoption of the Constitution by the founding members.

2. Upon the adoption of the Constitution the founding members shall elect the first Board of the Group, which shall serve until the elections at the first Annual General Meeting.

3. The first Board shall take all actions and secure all approvals and clearances from the Governmental authorities of the Emirate of Abu Dhabi necessary for the establishment of an office of the Group.

Art. 12: Amendment of the Constitution

1. After its adoption the Constitution may be amended by a vote of not less than two-thirds (2/3) of the Board at any time until the first Annual General Meeting. Thereafter such an amendment shall be made in accordance with item 2. of this Article.

2. No amendment of this Constitution shall be made unless it is approved by vote at a General Meeting after the draft amendment has been distributed to all members at least two weeks before the vote. No amendment shall be effective unless ratified by at least two-thirds majority of the members voting at the meeting.

Art. 13: Dissolution

1. A resolution to dissolve the Group shall only be proposed at a General Meeting and shall be carried by a majority of at least two-thirds of the members voting at the meeting.

2. The dissolution shall take effect from the date of the resolution and the members of the Board shall be responsible for the winding-up of the assets and liabilities of the Group.

3. Any property remaining after the discharge of the debts and liabilities of the Group shall be donated to a charity or charities nominated by the last Board.