WORDING. BY-LAWS DECORA S.A. (uniform text) I. General provisions

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1 WORDING of the new uniform text of the by-laws of DECORA S.A. with details of the proposed new or amended provisions to be reviewed at the Extraordinary General Meeting convened for 10 December 2009 Due to a substantial scope of the intended amendments to the by-laws of DECORA S.A. to be reviewed at the Extraordinary General Meeting convened for 10 December 2009, the Management Board presents herebelow the wording of a uniform text of the by-laws of DECORA S.A. with the details of new of amended provisions of the by-laws. The amendments are proposed to the following: 5 sec.1, 12 sec.2, 12 sec.3, 12 sec.4, 12 sec.5, 12 sec.13, 13 sec.1, 17 sec.7; further, it is proposed to add 12 sec.3a after 12 sec.3 and 16 sec.2 point13 after 16 sec.2 point 12. BY-LAWS DECORA S.A. (uniform text) I. General provisions 1 1. The name of the Company reads: DECORA Spółka Akcyjna. 2. The Company may use an abbreviated name of DECORA S.A. 3. The registered office of the Company is in Środa Wielkopolska The Company acts pursuant to these by-laws, provisions of the Code of Commercial Companies and other applicable regulations. 2. The duration of the Company is unlimited The Company operates in the territory of the Republic of Poland and abroad. 2. The Company may open representative offices, branches, subordinated companies, set up and join existing companies and economic organisations in Poland and abroad. II. Business objects 4 1. The Company s business objects include production, trade and service activities as follows: 1) Manufacture of other plastic products (PKD Z) 2) Manufacture of other products, not elsewhere classified (PKD Z) 3) Manufacture of plastic products for construction industry (PKD Z) 4) Manufacture of other metal products, not elsewhere classified (PKD Z) 5) Manufacture of plastic sheets, pipes and fittings (PKD Z) 6) Manufacture of plastics in basic forms (PKD Z) 7) Manufacture of other rubber products (PKD Z) 8) Manufacture of plastic packaging (PKD Z) 9) Manufacture of sawmill products (PKD Z) 10) Manufacture of other wooden products; manufacture of products of cork, straw and plaiting materials (PKD Z) 11) Manufacture of finished floor parquet (PKD Z)

2 12) Manufacture of other joinery and carpenter products for construction industry (PKD Z) 13) Other publishing activities (PKD Z) 14) Manufacture of metal structures and parts thereof (PKD Z) 15) Manufacture of metal elements of construction joinery (PKD Z) 16) Forging, pressing, drawing and rolling of metals; powder metallurgy (PKD Z) 17) Metal working and metal coating (PKD Z) 18) Mechanical working of metal elements (PKD Z) 19) Tool production (PKD Z) 20) Manufacture of metal working machines (PKD Z) 21) Manufacture of other mechanical tools (PKD Z) 22) Manufacture of wire products, chains and springs (PKD Z) 23) Manufacture of joints and screws (PKD Z) 24) Manufacture of other general machinery, not elsewhere classified (PKD Z) 25) Agency services in the sphere of sale of various goods (PKD Z) 26) Wholesale in porcelain, ceramic and glass products and detergent (PKD Z) 27) Wholesale in wood, building materials and sanitary equipment (PKD Z) 28) Wholesale in other household articles (PKD Z) 29) Wholesale in chemical products (PKD Z) 30) Non-specialised wholesale (PKD Z) 31) Road carriage of goods (PKD Z) 32) Warehousing and storage of gas fuels (PKD A) 33) Warehouse and storage of other goods (PKD B) 34) Cable telecommunications (PKD Z) 35) Wireless telecommunications with the exclusion of satellite telecommunications (PKD Z) 36) Other telecommunications (PKD Z) 37) Development of building projects (PKD Z) 38) Buying and selling of own real estate (PKD Z) 39) Renting and operating of own or leased real estate (PKD Z) 40) Renting and leasing of cars and light motor vehicles (PKD Z) 41) Renting and leasing of other vehicles with the exception of motorcycles (PKD Z) 42) Renting and leasing of office machinery and equipment (including computers) (PKD Z) 43) Renting and leasing of other machinery, equipment and tangible goods not elsewhere classified (PKD Z) 44) Computer consultancy activities (PKD Z) 45) Computer programming activities (PKD Z) 46) Data processing, hosting and related activities (PKD Z) 47) Other information technology and computer service activities (PKD Z) 48) Business and other management consultancy activities (PKD Z) 49) Educational support activities (PKD Z) 50) Activities of holding companies (PKD Z) 51) Activities of head offices and holding companies with the exception of financial holding companies (PKD Z) 52) Market research and public opinion polling (PKD Z) 53) Activities of employment placement agencies (PKD Z) 54) Other human resources provision (PKD Z) 55) Advertising agencies (PKD Z) 56) Technical testing and analysis (PKD B) 57) Organisation of conventions and trade shows (PKD Z) 58) Other business support services, not elsewhere classified (PKD Z) 59) Manufacture of veneer sheets and wood-based panels (PKD Z) 60) Other construction installations (PKD Z) 61) Plumbing, heat and air conditioning installation )PKD Z) 2. If any of the above business objects requires a permit or a concession, the Company may get involved in such operations subject to obtaining the consent or concession as required by the law.

3 III. Share capital 5 1. The share capital of the Company amounts to PLN 549, (PLN five hundred forty nine six hundred thirty four and 65/100) and is split into: a) 10,000,000 (ten million) series A ordinary bearer shares numbered from to 10,000,000 with nominal value of PLN 0.05 each, b) 992,693 (nine hundred ninety two thousand six hundred ninety three) series C ordinary bearer shares numbered from to 992,693 with nominal value of PLN 0.05 each. 2. The shares in the Company are ordinary bearer shares. 3. Series A shares that is 10,000,000 shares were allocated to shareholders in exchange for the interests held by them in DECORA Spółka z ograniczoną odpowiedzialnością The share capital may be increased pursuant to resolutions of the General Meeting by issue of new shares or by way of increasing the nominal value of the existing shares. 2. The share capital may be increased within the authorized capital. 3. The authorized capital of the Company is up to PLN 18, (in words: PLN eighteen thousand five hundred and 00/100) and may include up to 370,000 (in words: three hundred seventy thousand) series B ordinary bearer shares with the nominal value of PLN 0.05 each. 4. An authorized share capital of the company approved separately to the authorized capital specified in 6 sec. 3, pursuant to the resolution specified in 21 sec. 4 of these by-laws, amounts to maximum PLN 2, (in words: PLN two thousand seven hundred fifty and 00/100) and covers up to 55,000 (in words: fifty five thousand) series D ordinary bearer shares with the nominal value of PLN 0.05 each Shares in the Company may be redeemed subject to the consent of the shareholder to whose shares the redemption applies by way of purchase thereof by the Company (voluntary redemption). 2. Shares are redeemed by a decrease of the share capital of the Company. 3. Resolutions of General Meetings on share redemption shall specify the method and conditions of the share redemption, in particular the amount, date and method of payment of the remuneration due to the shareholder(s) for share redemption, legal basis of the redemption and the method of decreasing the share capital. 4. When the remuneration for shares subject to voluntary redemption is financed with the amount that pursuant to art of the Code of Commercial Companies may be distributed, 7 sec. 5 and 7 sec. 6 shall apply. 5. The General Meeting shall take a resolution in which: (a) it provides its consent to the Management Board to purchase shares in the Company for redemption; (b) within the limits specified in art of the Code of Commercial Companies, it allocates a specified portion of the profit of the Company to finance the purchase shares in the Company for redemption; (c) it will specify the number and price of shares in the Company to be purchased for redemption; (d) it shall specify a maximum period during which the Management Board is entitled to purchase shares in the Company for redemption. 6. When shares in the Company are purchased for redemption, the Management Board shall forthwith convene a General Meeting to take a resolution on share redemption and on a corresponding decrease of the share capital. IV. Finances of the Company 8 The Company may set up the following types of capital and funds:

4 a) share capital, b) supplementary capital, c) reserve capital, d) other capitals and funds as resolved by the General Meeting. 9 Supplementary capital may be established to cover balance sheet losses. a) Supplementary capital shall be accumulated with a transfer of 8% (eight percent) of the profit for each financial year until the supplementary capital reaches minimum 1/3 (one third) of the share capital. b) Supplementary capital shall also be increased by share sale premium net of the costs of share issue. c) The application of the supplementary capital is decided by the General Meeting; however, a portion of the supplementary capital of 1/3 (one third) of the share capital may be applied solely to cover a loss disclosed in financial statements Shareholders are entitled to participate in the profit disclosed in the audited financial statements provided the profit has been approved by the General Meeting for distribution among shareholders. 2. Taking a resolution on profit distribution, the General Taking a resolution on profit distribution, the General Meeting may decide to distribute a dividend that is higher than the profit referred to in 10 sec. 1, however not higher than the amount permitted by the Code of Commercial Companies, in particular art of the Code of Commercial Companies (amount for distribution). 3. The profit referred to in 10 sec. 1 or the amount for distribution referred to in 10 sec. 2 shall be distributed among shareholder pro rata to the number of shares held. 4. A resolution of the General Meeting on profit distribution shall specify the ex-dividend date and dividend distribution date. The dividend distribution date may not be later than 6 (six) months from the date of the resolution on dividend distribution. V. Bodies of the Company 11 The bodies of the Company are as follows: a) General Meeting, b) Supervisory Board, c) Management Board. A. General Meeting General Meetings are convened by the Management Board. 2. Ordinary General Meetings shall be held within 6 (six) months from the end of each financial year. Ordinary General Meetings shall be convened by the Management Board. The Supervisory Board may convene Ordinary General Meetings if the Management Board fails to within the timeframe specified in the Act or in the by-laws. 3. Ordinary General Meetings shall be convened by: - the Management Board at its own initiative, - the Supervisory Board at its discretion, - shareholders representing minimum one half of share capital or minimum one half of total votes in the company. Shareholders shall nominate the chairperson of such meeting. 3a. A shareholder or shareholders representing minimum one twentieth of the share capital may request to convene an Extraordinary General Meeting and to place certain matters on the respective agenda. Such request shall be submitted to the Management Board in writing or electronically. 4. The Extraordinary General Meeting referred to in the preceding sub-paragraph shall be convened within 2 (two) weeks from the request by the eligible persons. 5. The Supervisory Board may convene a General Meeting if: a) The Management Board fails to convene an Extraordinary General Meeting within the prescribed timeframe,

5 b) The Supervisory Board finds it necessary to convene an Extraordinary General Meeting. 6. General Meetings shall be held at the registered office of the Company or in Poznań. 7. General Meetings shall be valid irrespective of the number of represented shares and subject to the applicable regulations and the provisions of the by-laws. Resolutions shall be approved by an absolute majority of votes unless the provisions hereof or the applicable regulations provide otherwise. 8. Subject to the applicable law, the competences of the General Meeting include in particular: a) review and approval of report of the Management Board from operations of the Company and of the financial statements for the preceding financial year and granting vote of approval to members of the bodies of the Company for the performance of their duties, b) all decisions concerning claims to remedy damage caused at set up of the Company or during the management or supervision thereof, c) sale or lease of the enterprise or an organised part thereof and establishment of limited rights in rem thereon, d) entering into contracts referred to in art. 7 of the Code of Commercial Companies, e) resolution on profit distribution or coverage of loss or exclusion of profit from distribution, f) convertible bond issues, pre-emptive bond issues, revenue bonds, subscription warrants, g) approval of the Regulations of the General Meeting. 9. Purchase or sale by the Company of properties, perpetual usufruct right or share in a property does not require a resolution of the General Meeting. 10. General Meetings shall be opened by the Chairperson of the Supervisory Board or another member of the Supervisory Board or in their absence by the President of the Management Board or another member of the Management Board. 11. The General Meeting may approve its regulations providing in detail for the organisation and holding of the meetings. The Regulations shall in particular contain provisions on election of members of the Supervisory Board in separate groups. 12. Resolutions concerning removal of certain matters from the agenda of the General Meeting shall require a majority of ¾ (three fourths) of votes cast in the presence of shareholders representing minimum 50% of the share capital, subject to 12 sec Removal of any matters placed on the agenda of a General Meeting upon a request pursuant to art. 400 and art. 401 of the Code of Commercial Companies require the consent of the shareholder who has made such request. B. Supervisory Board The Supervisory Board shall be composed of 5 (five) members, nominated and dismissed by the General Meeting subject to the provisions below. 2. A shareholder holding a block of shares equivalent minimum to the quotient of the overall number of shares and the number of members of the Supervisory Board as set in accordance with 13 sec. 8, shall be entitled to nominate a member of the Supervisory Board ( Minimum Number of Shares"). 3. A shareholder holding a multiple of the Minimum Number of Shares shall be entitled to nominate a number of members of the Supervisory Board equivalent to the multiple of the Minimum Number of Shares. 4. Creation of a group of shareholders in order to accomplish a of Minimum Number of Shares is not permitted which is without prejudice to the rights of minority shareholders to request election of members of the Supervisory Board in groups pursuant to art of the Code of Commercial Companies. 5. Nomination of a member of the Supervisory Board in accordance with 13 sec. 2 and 13 sec. 3 shall be made by delivering a written statement of the Company with the signature certified by a notary and shall be effective when delivered to the Company unless the statement specifies a later date. The statement shall further specify as a minimum: the person submitting the statement, details of the nominated person along with a confirmation of the entity maintaining the securities account with the number of shares and that they have been blocked as of the nomination date. 6. The member of the Supervisory Board nominated pursuant to 13 sec. 2 and 13 sec. 3 may be dismissed by the General Meeting. 7. The term of office of the Supervisory Board shall be 5 (five) years.

6 8. The number of members of the Supervisory Board shall each time be determined by the General Meeting. 9. Members of the Supervisory Board shall perform their duties and participate in meetings of the Supervisory Board in person, subject to the provisions of 14 sec. 9 hereof. 10. At its first meeting, the Supervisory Board shall elect a Chairperson and a Deputy Chairperson from among its members. 11. Members of the Supervisory Board shall perform their functions with remuneration or without remuneration. The amount of the remuneration shall be approved by the General Meeting in a resolution. 12. The provisions of 17 sec. 8 hereof shall apply accordingly to members of the Supervisory Board delegated to perform constant individual supervision Meetings of the Supervisory Board are held as the need may be, however no less frequently than 3 (three) times in a financial year. 2. Meetings of the Supervisory Board shall be convened by its Chairperson and if this is impossible by the Deputy Chairperson of the Supervisory Board. 3. Meetings of the Supervisory Board shall also be convened upon a written request of the Management Board. Upon such request, the meeting shall be convened within 2 two) weeks from the delivery of such request. 4. Meetings of the Supervisory Board shall be convened with registered letters or courier mail latest 10 (ten) days before the planned day of the meeting. Members of the Supervisory Board may also be provided with notices of a meeting directly, against acknowledgment of receipt. Members of the Supervisory Board may also request to be provided with notices in electronic form to the address specified by them. Such request with the address shall be delivered to the Company in writing. 5. The invitation to meetings of the Supervisory Board shall specify the agenda of the meeting. 6. Meetings of the Supervisory Board may be held without formal notices if all members agree to hold the meeting latest on the day thereof and shall confirm their consent in writing or sign the list of attendance. 7. Resolutions on items not covered by the agenda may not be taken unless the meeting of the Supervisory Board is attended by all members and no one voices any objection thereto. 8. Resolutions of the Supervisory Board may be taken in writing without holding a meeting of the Supervisory Board (by correspondence). Draft resolutions to be approved by correspondence shall be delivered for signature to all members of the Supervisory Board by the Chairperson and in his/her absence - by the Deputy Chairperson. Signature under the resolution shall be deemed to be consent to approving it by correspondence. A resolution approved by correspondence shall be valid if all members of the Supervisory Board have been notified of its content. 9. A member of the Supervisory Board may vote in writing via another member of the Supervisory Board. The above does not apply to matters added to the agenda during a meeting of the Supervisory Board. 10. The procedure of approving resolutions as specified in 14 sec. 8 and 14 sec. 9 does not apply to election of the Chairperson or Deputy Chairperson, nomination of members of the Management Board or dismissal or suspension thereof. 11. The Supervisory Board shall act in accordance with the Regulations approved by it. 12. Meetings of the Supervisory Board may be held by telephone in a manner providing for communication of all participants. Voting shall be recorded in minutes that will be signed by all participants at the next meeting. A meeting of the Supervisory Board held by telephone may be recorded with appropriate recording equipment For validity of resolutions of the Supervisory Board all members of the Supervisory Board have to be invited to the meeting in accordance with the applicable law and the provisions hereof. 2. The Supervisory Board may take valid resolutions if the meeting is attended by minimum one half of its members, subject to the provisions of 15 sec. 1.

7 3. Resolutions of the Supervisory Board require an absolute majority of votes. In case of equal votes, the Chairperson of the Supervisory Board shall have the casting vote The tasks of the Supervisory Board include ongoing supervision over the business of the Company in all its spheres of operation, in compliance with applicable law. 2. The competences of the Supervisory Board, subject to the applicable provisions of the Code of Commercial Companies, include inter alia: 1/ determination of the number of the Company s Management Board within the limits provided for in the Company s by-laws as well as nomination and dismissal members thereof, 2/ determination of the rules and conditions of remuneration for members of the Management Board and provisions of contract between members the Management Board and the Company, 3/ approval of the Regulations of the Company s Management Board, 4/ approval of the annual financial plan and the annual plan of operations submitted by the Management Board, 5/ at the end of each year, review of the financial statements of the Company, including the balance sheet and profit and loss account for compliance with the books of account and documents and with facts, 6/ review of the report of the Company s Management Board and proposals of the Management Board as to distribution of profit or coverage of loss, 7/ submission to the General Meeting of an annual written report from results of the actions specified in 16 sec.2 points 5-6, 8/ granting consent for the Company to perform legal actions in excess of 10% of the Company s equity as at the end of the preceding financial year with a shareholder holding shares with nominal value exceeding 5% of the Company s share capital, 9/ granting consent to disposal of rights or contracting obligations, including purchase, sale and encumbrance of a property or a part in property or perpetual usufruct right held by the Company exceeding in value 20% of the Company s equity as at the preceding financial year unless specified in the annual plans approved by the Supervisory Board; 10/ approval of the Regulations of the Supervisory Board, 11/ election of the auditor to perform the audit of the Company s financial statements, 12/ other matters proposed by the Management Board, 13/ performance of the tasks of the audit committee. 3. The tasks of the Supervisory Board include the approval of general policies of the Company, including the strategy, proposed by the Management Board, 4. The contracts pursuant to which members of the Management Board perform their duties shall be signed by the Chairperson of the Supervisory Board or in his/her absence by the Deputy Chairperson of the Supervisory Board or another member of the Supervisory Board, authorized by a resolution of the Supervisory Board. All other legal actions between the Company and members of the Supervisory Board shall be subject to the same procedure, subject to the applicable regulations. C. Management Board The Management Board shall be composed of one or more persons. The number of members of the Management Board shall be each time determined by the Supervisory Board. 2. Members of the Management Board, including the President of the Management Board shall be nominated by the /Supervisory Board. 3. The term of office of the Management Board shall be 3 (three) years. Members of the Management Board shall be nominated for a joint term of office. 4. The Supervisory Board may dismiss members of the Management Board at any time. 5. All matters related to managing the Company that are not reserved by law or the by-laws to the competences of the General Meeting or the Supervisory Board shall be included in the competences of the Management Board.

8 6. Each member of the Management Board is entitled to make declarations of will on behalf of the Company singly. 7. The following matters require a resolution of the Management Board: 1) disposal of a right or contracting an obligation in excess of 2.5% of the Company s equity in the preceding financial year, 2) convening of a General Meeting by the Management Board, 3) filing a motion for bankruptcy of the Company. 8. Without the consent of the Supervisory Board, members of the Management Board may not take up or carry on competitive activities to those of the Company. In particular, they may not get involved in the business of competitive entities or participate in such entities as a partner, shareholder or member of its bodies. The above does not apply to participation of members of the Management Board in supervisory boards and managing bodies of competitive entities with which the Company is directly or indirectly related by equity and to their investments in up to 5% of stocks of listed companies that are involved in competitive activities. Competitive activities shall be understood as activities that are competitive to the operations actually performed by the Company or operations that the Company intends to take up and such intention is identified in the annual financial plan or the annual plan of operations of the Company. 9. Members of the Management Board may perform their functions with remuneration or without remuneration. The amount of remuneration of members of the Management Board is determined by the Supervisory Board. 10. The organisation and operation of the Management Board may be set forth in detail in the Regulations of the Management Board approved by the Management Board. VI. Final provisions 18 The founders of the Company are as follows: 1) Saniku S.A. with its registered office in Couvet (Switzerland), entered in the Commercial Register of the canton of Neuchatel under number 60142/1993, 2) Włodzimierz Lesiński, 3) Jerzy Nadwórny, 4) Hermann Josef Christian, 5) Waldemar Osuch, 6) Aneta Osuch. 19 The calendar year is the Company s financial year The Company may be dissolved in instances provided for in the law and by resolution of the General Meeting taken by an absolute majority of ¾ (three fourths) of votes cast in the presence of shareholders representing minimum ¾ (three fourths) of the share capital. The majority as specified in the preceding sentence shall be required for a resolution of the General Meeting specified in art. 397 of the Code of Commercial Companies. 2. If the Company is liquidated, the General Meeting shall designate one or more liquidators and shall determine the method of liquidation. 3. When a liquidator or liquidators are designated, the rights and duties of the Management Board expire; the other bodies retain their rights until the end of liquidation On 16 February 2005, the General Meeting of DECORA S.A. took a resolution, recorded in the notary deed of 16 February 2005 made in the Notary Offices of E. Dorota Drożdż at ul. Nowowiejskiego 20/3 in Poznań (Repertory A number 1.480/2005) on a conditional capital increase by up to PLN 18, (in words: PLN eighteen thousand five hundred and 00/100) by way of an issue of up to 370,000 (in words: three hundred seventy thousand) series B ordinary bearer shares with

9 the nominal value of PLN 0.05 each with the pre-emption rights of the existing shareholders to subscribe to series B shares waived. Series B shares may be acquired by holders of series A and B Subscription Warrants, issued by the Company pursuant to resolution No. 4 of the General Meeting of DECORA S.A. of 16 February 2005 and recorded in the above notary deed. 2. The conditional increase of the share capital of the Company was approved to provide the holders of series A and B Subscription Warrants with a right to acquire shares. 3. The right of holders of series A and B Subscription Warrants to acquire series B shares shall be exercised by 31 December On 10 May 2008, the General Meeting of DECORA S.A. took a resolution, recorded in the notary deed made in the Notary Offices of Paulina Jabłońska at ul. Fredry 1/14 in Poznań (Repertory A number 5161/2008) on a conditional capital increase by up to PLN 2, (in words: PLN two thousand seven hundred fifty and 00/100) by way of an issue of up to 55,000 (in words: fifty five thousand) series D ordinary bearer shares with the nominal value of PLN 0.05 each with the preemption rights of the existing shareholders to subscribe to series D shares waived. Series D shares may be acquired by holders of series C Subscription Warrants, issued by the Company pursuant to resolution No. 16 of the General Meeting of DECORA S.A. of 10 May The conditional increase of the share capital of the Company was approved to provide the holders of series C Subscription Warrants with a right to acquire shares. 6. The right of holders of series C Subscription Warrants to acquire series D shares shall be exercised by 31 March In all matters not provided for in these by-laws, the applicable law shall apply, including the provisions of the Code of Commercial Companies.