Regulations of the Supervisory Board of LiveChat Software S.A. as of 29 November 2013

Article 1.

  1. The Supervisory Board performs constant supervision over the activities of the Company in all areas of its operation.
  2. The composition of the Supervisory Board, the manner of appointing its members, as well as the rights and obligations of the Supervisory Board and its members are governed by the applicable law, in particular provisions of the Commercial Companies Code and the Articles of Association.
  3. The Supervisory Board shall appoint from among its members the Chairman and the Vice-Chairman. The Supervisory Board may also appoint the Secretary.

Article 2.

  1. The Supervisory Board of the Company shall meet at least three times per operating year.
  2. The meetings of the Supervisory Board may be held at the registered seat of the Company or in Warsaw. Members of the Board may determine any other place of a meeting by resolution. For important reasons, the decision as to the place of a meeting other than those listed above also belongs to the Chairman of the Supervisory Board.
  3. Meetings of the Supervisory Board shall be convened by the Chairman or in case of his or her absence Vice-Chairman via e-mail sent to each member of the Supervisory Board with the notification of the date of the meeting. It is also acceptable to inform about the meeting through other means of communication that ensure that the notification gets to the addressee and that guarantee the confirmation of notification.
  4. The meeting of the Supervisory Board is convened by the Chairman of the Board on his own initiative or upon request of any member of the Board or the Management Board submitted to the Chairman in the form of a written motion containing the proposed agenda. If the Chairman does not convene the meeting within 14 days after having received the request of a member of the Supervisory Board, the applicant shall be authorized to convene the meeting of the Supervisory Board.
  5. In case of the appointment of the new Supervisory Board by the General Meetings of Shareholders, the first meeting of the Supervisory Board shall be convened and opened by the Chairman or Vice-Chairman of the outgoing Board (or at their absence the President of the Management Board of the Company) who chair the meeting until the election of the new Chairman.
  6. Meetings of the Supervisory Board shall be considered as properly convened if the Chairman of the Board notifies all the members of the Board about the date of the next meeting during the previous meeting but in this case, the absent members of the Board shall be invited in accordance with paragraph 3.
  7. The meetings of the Supervisory Board may also be held without being formally convened if all the members of the Board are present and no one objects to holding the meeting or has comments as to the agenda.
  8. An invitation to attend a meeting shall specify the place and time of the meeting, as well as the planned agenda of the meeting.
  9. The meetings of the Supervisory Board shall be serviced by the Secretary of the Supervisory Board, if he or she has been elected, and by the Management Board in the organizational part.

Article 3.

  1. The agenda of the meeting shall be set by the person convening the meeting. The proposed agenda of the meeting should include proposals of the Management Board submitted to the Supervisory Board.
  2. In the case described in Art. 2(4), the agenda determined by the Chairman shall include the agenda proposed by the applicants.
  3. The agenda of the meeting is presented at the beginning of the meeting of the Board.
  4. After the meeting has been opened by the Chairman, each member of the Board shall be entitled to request that an additional point is added to the agenda. Such a request is submitted to the vote.
  5. At the first meeting of the new Board, it is obligatory to select a new Chairman, Vice-Chairman and possibly a
  6. In case of dismissal or resignation of a member of the Board acting as a Chairman or a Vice-Chairman, a meeting should be convened immediately with a view to making choices.

Article 4.

  1. Meetings are held according to the agenda adopted by the Board.
  2. The meetings of the Supervisory Board shall be chaired by a Chairman and, in his or her absence, by a Vice Chairman.
  3. Meetings of the Supervisory Board are minuted.
  4. Minutes from the meeting of the Supervisory Board are prepared by the Secretary of the Board or, in case of his or her absence, another person (also outside of the Supervisory Board) indicated by the Chairman or, in case of his or her absence, Vice-Chairman.
  5. Minutes should establish the validity of the meeting of the Supervisory Board, record the course of the meeting, the content of the adopted resolutions as well as list the persons present at the meeting. The minutes should include an attendance list signed by the present members of the Board, unless a member of the Board shall exercise the voting procedures described in Art. 5(6), which shall be mentioned in the minutes by the Chairman and, in his or her absence, by the Vice Chairman.
  6. Members of the Supervisory Board may participate in the meeting either in person or by means of distance communication.
  7. Meetings of the Supervisory Board may be recorded on a magnetic tape or other media with the consent of all the members of the Board present at the meeting.
  8. Any doubts of the members of the Board as to the mode of inviting to meetings, placing particular matters on the agenda or voting shall be resolved by the Chairman of the Board or, in his or her absence, the Vice-Chairman.
  9. The Management Board, members of the Management Board or other persons may participate in the meetings of the Supervisory Board if they are invited, with the exception of matters affecting them personally. The invitation shall be sent by the Chairman and, in his or her absence, by the Vice Chairman.
  10. Matters put into the agenda of the Supervisory Board are reported by members of the Board tabling the motion to the Supervisory Board, by the Chairman or a person indicated by him.
  11. Minutes of the meeting of the Supervisory Board shall be signed by all the members of the Board not later than at the next meeting of the Board.
  12. Regardless of the time of signing the minutes of the meeting of the Board, the adopted resolutions shall be valid at the moment of their adoption, that is the moment of announcing the results of the voting and the adoption of the resolution.
  13. Members of the Board may make comments to the minutes not later than at the next meeting of the Board. Comments regarding the content should be submitted in writing.
  14. The duration of the meeting, the number and duration of breaks, the duration of taking part in discussion and other procedural issues shall be determined by the Chairman of the Board or Vice-Chairman chairing the meeting in the absence of the Chairman.
  15. The minutes from the meeting of the Supervisory Board are stored in the seat of the Company. Each member of the Board is entitled to receive a copy of the minutes approved by the Board.

Article 5.

  1. For the resolutions of the Supervisory Board to be valid, it is necessary to invite all the members of the Board at least one week prior to the meeting.
  2. Meetings of the Board are valid if at least one half of the members are present, including members who participate in the meeting by means of direct remote communication.
  3. Voting at the meetings of the Board is open.
  4. The Board may take a decision on a secret voting by resolution.
  5. Resolutions of the Board shall be adopted by simple majority. In the case of equal numbers of votes, the Chairman has a casting vote.
  6. According t the provisions of Art. 388 of the Commercial Companies Code, resolutions of the Supervisory Board may be adopted by written vote through another member of the Supervisory Board or by means of direct remote communication. The adoption of a resolution in this mode can take place at the request of the Chairman of the Board (or with his or her authorization – Vice-Chairman). The Chairman of the Board shall determine the mode of transferring and recording votes of the members of the Board. A resolution adopted in this mode is valid if all the members of the Supervisory Board have been notified of the draft of the resolution.
  7. In case of the vote in the mode indicated para. 6, each member of the Board is entitled to confirm his or her vote by signing a resolution not later than one day after the meeting of the Board.
  8. The vote in writing or by means of direct remote communication may not concern matters introduced to the agenda of the meeting at the meeting of the Supervisory Board.
  9. Adoption resolutions in the mode described in point 9 does not apply to the election of the Chairman and Vice-Chairman of the Supervisory Board.
  10. Copies of the resolutions passed by correspondence shall be attached to the minutes from the meetings of the Board with a statement of the results of the vote.

Article 6.

  1. The operating expenses of the Supervisory Board shall be borne by the Company.
  2. At least one member of the Supervisory Board indicated by the Chairman of the Board should participate in the General Meetings.
  3. These Regulations shall enter into force on 29 November 2013.