RROG

Rules of Procedure

of the Economic Area Development Council

of the Kostrzyn–Słubice Special Economic Zone S.A.

approved on 22 May 2025

I. GENERAL PROVISIONS

§ 1

1. The Economic Area Development Council of the Kostrzyn–Słubice Special Economic Zone S.A. has been established to operate within the area in which the Kostrzyn–Słubice Special Economic Zone S.A. performs the tasks specified in the Act of 10 May 2018 on the support of new investments (Journal of Laws of 2025, item 469).
2. These Rules of Procedure define the organization and the principles of operation of the Economic Area Development Council of the Kostrzyn–Słubice Special Economic Zone S.A.

§ 2

The Economic Area Development Council of the Kostrzyn–Słubice Special Economic Zone S.A. operates on the basis of Article 11 of the Act on the support of new investments and these Rules of Procedure.

§ 3

Glossary of terms:

1. Council – the Economic Area Development Council of the Kostrzyn–Słubice Special Economic Zone S.A.;
2. Managing Entity – the Kostrzyn–Słubice Special Economic Zone S.A.;
3. Act – the Act of 10 May 2018 on the support of new investments;
4. Area – the areas in which the Area Managing Entity performs the tasks specified in the Act.

II. COMPOSITION AND METHOD OF APPOINTMENT OF THE COUNCIL

§ 4

1. The Council shall consist of from 15 to 50 Members.
2. The Council shall include:
   1. representatives of entrepreneurs operating within the area of the Managing Entity on the basis of valid permits/support decisions, including at least one representative each of micro, small and medium-sized enterprises and at least one representative of large enterprises; it is assumed that four (4) representatives of entrepreneurs are appointed for each voivodeship included in the Area; in the absence of micro-enterprises holding valid Support Decisions, the participation of two representatives of small enterprises shall be permitted;
   2. representatives of local government units, excluding the local governments referred to in item d of this paragraph, located within the boundaries of the Area of the Managing Entity; it is assumed that four representatives of municipal and county local governments are appointed for each voivodeship included in the Area, including at least two representatives of municipal local governments;
   3. Marshals of the voivodeships included in the Area, with the possibility for a Marshal to participate through his or her representative;
   4. representatives of local government units forming part of the shareholding structure of the company managing the Area, one representative per municipality;
   5. representatives of regional social dialogue councils.

§ 5

1. The Managing Entity selects the members of the Council.
2. When selecting members of the Council, the Managing Entity seeks to maintain a balance between the groups of entities represented in the Council.
3. The Managing Entity allows the possibility for Council Members to recommend additional candidates for the Council, provided that new members represent the groups specified in § 4 paragraph 2 letters a and b.
4. The total number of Council members should not exceed 50 persons.

§ 6

1. Council Members are appointed for a joint four-year term of office of the Council.
2. The term of office of a Council Member shall expire in the event of:
   1. dismissal of the Council Member by the Managing Entity;
   2. death of the Council Member;
   3. resignation from membership in the Council.
3. In the event of cessation of the function of a representative of a local government unit or a representative of a regional social dialogue council, the Council Member is obliged to submit a resignation from membership in the Council within 30 days. In the event of failure to submit a resignation within the specified period, membership in the Council shall expire upon the ineffective lapse of that period.
4. If a Council Member is appointed during the course of the joint four-year term of the Council, his or her term shall expire simultaneously with the end of the term of the entire Council.

III. POWERS OF THE COUNCIL

§ 7

1. The Council presents opinions and motions on matters relating to the conduct of business activity within the Area and proposes directions of action aimed at improving the business environment and the socio-economic development of the Area.
2. The Council may submit to the authorities of municipalities or counties located within the Area in which it operates recommendations regarding actions that may contribute to increasing the investment attractiveness of a given municipality or county.
3. The opinions and motions of the Council are not binding on the Managing Entity.

IV. ORGANIZATION AND MODE OF OPERATION OF THE COUNCIL

§ 8

1. The organization and mode of operation of the Council are defined by the Rules of Procedure adopted by the Council at its first meeting.
2. At the first meeting, the Council Members elect from among themselves the Chairperson, Vice-Chairperson and Secretary of the Council. The election shall be carried out by a simple majority of votes.
3. Candidates for the position of Chairperson, Vice-Chairperson and Secretary of the Council may be nominated by any Council Member. The candidate must consent to performing the function.
4. The Council may at any time dismiss the Chairperson, Vice-Chairperson and Secretary of the Council from their functions.
5. The Chairperson, Vice-Chairperson or Secretary of the Council may resign from the function. A written statement of resignation shall be submitted to the Managing Entity. In the event that the Chairperson, Vice-Chairperson or Secretary of the Council is dismissed or ceases to perform the function for other reasons, the Council shall elect a new person to the vacant function at the next meeting.

§ 9

1. The Council shall hold meetings as needed, but not less frequently than once a year.
2. The first meeting of the Council shall be convened by the Managing Entity, as well as other meetings during periods when the position of Chairperson is vacant.
3. Subsequent meetings of the Council shall be convened by the Chairperson of the Council after written agreement on the date and place with the Managing Entity.
4. The Chairperson shall convene meetings of the Council by notifying its members at least 14 days in advance to the email address provided by them.
5. In the invitation to the Council meeting, the Chairperson shall specify the date of the meeting, the place of deliberations and the agenda.
6. Each Council Member may submit proposals for agenda items together with a draft resolution no later than 7 days before the scheduled date of the meeting.
7. The work of the Council shall be chaired by the Chairperson, and in his or her absence, by the Vice-Chairperson or the Secretary.
8. It is permitted for Council meetings to be held online.
9. Electronic voting is permitted in cases where there is no requirement for a secret ballot.
10. At least two representatives of the Managing Entity shall participate in Council meetings, without the right to vote on resolutions.
11. Council meetings shall be held with a minimum attendance of one quarter of the Council's composition, including the participation of the Chairperson or Vice-Chairperson.

§ 10

1. The Chairperson is responsible for organizing Council meetings and preparing materials for meetings.
2. The Secretary of the Council is responsible for maintaining the Council's documentation.
3. Council Members are obliged to:
   1. participate in meetings and work of the Council;
   2. maintain confidentiality in matters constituting official or commercial secrets concerning the Area and enterprises located within the Area.

§ 11

1. The Council adopts resolutions by voting.
2. Voting shall be open, except for personal matters, in which the Chairperson orders a secret ballot.
3. Open voting in personal matters is permitted if the Chairperson so decides. An objection raised in this respect by the person concerned shall result in the necessity to conduct a secret ballot.
4. Resolutions of the Council shall be adopted by a simple majority of votes of members present at the meeting.
5. In the event of an equal number of votes, the vote of the Chairperson shall prevail.

§ 12

1. Council meetings shall be minuted.
2. The minutes should include the date and place of the meeting, a list of Council Members and other persons participating in the meeting, the adopted agenda, voting results on individual decisions, and the content of resolutions in the form of annexes to the minutes.
3. Minutes and resolutions shall be signed by the Chairperson or Vice-Chairperson and the Secretary of the Council.
4. Approved and signed minutes and resolutions of the Council shall be stored by the Managing Entity. Minutes and resolutions of the Council shall be made available to Council Members upon request at the place of storage or in electronic form to the email addresses provided by them.

V. FINAL PROVISIONS

§ 13

1. The Managing Entity shall provide administrative support for the Council.
2. The Council shall use office premises, equipment and materials of the Managing Entity within the limits determined by substantive necessity.
3. Any costs related to the organization of Council meetings shall be covered by the Managing Entity after prior agreement on the type and amount of such costs.
4. Council Members shall not be entitled to remuneration for participation in the work of the Council.

§ 14

These Rules of Procedure shall enter into force on the date of their adoption.