Statute of the Foundation

STATUTE OF THE FUNDACJA MEDIA LIBERATION FUND FOUNDATION (Consolidated text of 13 February 2023)

Chapter AND - General provisions

Art. 1

Joanna Mosiej-Sitek, Jerzy Wójcik, and Marcin Czapski, hereinafter referred to as the Founders, inaccordance with the contents of the Foundation Establishment Act, drawn up onDecember 5, 2022, before notary Rafał Bąbka, in the Rafał Bąbka Ewa Czekała Notary Public Office s.c. at Hoża 55/11, 00-681Warsaw, Repertory A No. 3611/2022, establish a foundation for which, pursuantto Article 5 of the Act of April 06, 1984, on Foundations (consolidated text ofJournal of Laws of 1991 No. 46 item 203, as amended), they set forth thisStatute. The Act of Establishment of the Foundation constitutes Attachment No.1 to the Statute.

Art. 2

The Foundation operates under the name: FUNDACJA MEDIA LIBERATION FUND
The Foundation shalloperate under the name of the MEDIA LIBERATION FOUNDATION. The Foundation shalluse a seal indicating the name and registered office of the Foundation. TheFoundation may use a distinctive graphic mark, which will be subject to legal protection after registration. The Foundation becomes a legal entity when it is registered in the National Court Register. The Foundation may be a member of organizations with a similar profile of activity

Art. 3

The seat of theFoundation is the capital city of Warsaw. The Foundation shall operate on the territory of the Republic of Poland and abroad.

Art. 4

The duration of theFoundation is unlimited. Supervision over the activities of the Foundation is exercised by the Minister of Culture and National Heritage. In order to achieve its objectives, the Foundation may support the activities of other legal and natural persons whose activities are consistent with the objectives of theFoundation. The Foundation may also carry out its statutory objectives through membership in organizations of Polish and foreign foundations, with statutory objectives concurrent or identical to those of the Foundation

Chapter II — Objectives and principles of the Foundation

Art. 5

The objectives of the Foundation are: Action for media freedom in Poland and the countries of Central and Eastern Europe. Supporting initiatives that create a common space for the development of independent media in the region. Taking measures to increase the participation of women in public and journalistic debate. Promotion and organization of events in accordance with the above objectives of the Foundation. The above objectives of the Foundation will be realized through the following activities: Promoting the objectives for which the Foundation was established through media and information campaigns. Publishing activities, including publishing periodicals and books. Preparation and production of films, sound and video recordings. Organization of conferences and trainings. Statutory activity is of a non-profit nature.

Chapter III — Assets and Income of the Foundation

Art. 6

The Foundation's assets are the founding fund in the amount of PLN 3,000 (three thousand zlotys) contributed by the Founders and financial resources, real estate and movable property acquired by the Foundation in the course of its activities. The amount allocated for conducting business activities by the Foundation is 1.000 (one thousand zlotys).

Art. 7

The Foundation is responsible for its obligations with all its assets. The Foundation maintains financial management and accounting records in accordance with applicable regulations. It is prohibited to lend or secure liabilities with the assets of the Foundation in relation to its Founders, members of the Management Board of the Foundation, members of the Foundation Council or employees and persons with whom the employees are married, cohabiting, or in a relationship of kinship or affinity in a straight line, kinship or affinity in the lateral line to the second degree or related by reason of adoption, guardianship or guardianship, hereinafter referred to as “close persons”. It is forbidden to transfer the assets of the Foundation to the Founders, members of the Management Board of the Foundation, members of the Foundation Council or employees and their relatives, on any basis other than in relation to third parties, in particular if such transfer takes place free of charge or on preferential terms. It is forbidden to use the assets of the Foundation for the benefit of the Founders, members of the Management Board of the Foundation, members of the Foundation Council or employees and their relatives, on any basis other than in relation to third parties, unless such use is directly due to a statutory purpose. It is forbidden to purchase goods or services from entities in which members of the Foundation's bodies or employees and their relatives participate, on terms other than in relation to third parties or at prices higher than market prices.

Art. 8

The income of the Foundation is:

donations, bequests and bequests;
grants, donations and subsidies;
income from public collections;
income from public collections;
income from movable and immovable property;
earnings on deposits in banks and capital market institutions at home and abroad;
income from the economic activities of the Foundation;
references granted by the competent authority;
social benefits granted under Article 448 of the CC.

The proceeds of the Foundation from donations, bequests, subscriptions and subsidies may be used to achieve the goals of the Foundation at the discretion of its Management Board, unless the donors decide otherwise. If the Foundation is appointed to inherit, its Management Board shall make a declaration of acceptance of the inheritance with the benefit of the livestock, but only if at the time of submission of this declaration it is obvious that the active state of the estate significantly exceeds the inheritance debts. All income generated by the Foundation will be used for the Foundation's statutory purposes, i.e. for the purposes of public benefit activities.

Art. 9

The Foundation may establish titles, diplomas and honorary medals and award them to natural and legal persons, as well as to organizational units without legal personality, deserving of the Foundation's objectives.

Chapter IV — Economic activities

Art. 10

The Foundation may conduct business in the country and abroad in accordance with the regulations in force in this regard.
The object of the Foundation's economic activity is:
~PKD 18.12.Z - Other printing
~PKD 18.20.Z — Reproduction of stored media dd
~PKD 47.19.Z — Other retail sales conducted in non-specialised stores
~PKD 47.91.Z — Retail sales by mail order houses or the Internet
~PKD 47.99.Z — Other retail sales conducted outside the chain of stores, stalls and markets
~PKD 58.11.Z — Book publishing
~PKD 58.12.Z — Issuance of lists and letters
~PKD 58.13.Z — Publishing newspapers
~PKD 58.14.Z — Publishing of magazines and other periodicals
~PKD 58.19.Z — Other publishing activities
~PKD 62.09.Z — Other service activities in the field of information and computer technologies
~PKD 63.11.Z — Data processing; website management (hosting) and similar activities
~PKD 63.12.Z — Activity of Internet portals
~PKD 64.99.Z — Other financial services, n.e.c., excluding insurance and pension funds
~PKD 68.20.Z — Rental and management of own or leased real estate
~PKD 72.20.Z — Research and development work in the field of social sciences and humanities
~PKD 73.11.Z — Activities of advertising agencies
~PKD 73.12.B — Mediation in the sale of space for advertising purposes in print media
~PKD 73.12.D — Mediation in the sale of advertising space in other media
~PKD 73.20.Z — Market and public opinion research
~PKD 74.20.Z — Photographic activity
~PKD 82.30.Z — Activities related to the organization of fairs, exhibitions and congresses
The Foundation allocates income from business activities to the implementation of statutory objectives
Economic activities may be carried out, inter alia, in a separate form — by undertakings and other organisational units, hereinafter referred to as 'establishments'.
The economic activity carried out by the Foundation constitutes an activity additional to the public benefit activities resulting from the provisions of the Statute.

Chapter V — Authorities of the Foundation

Art. 11

The bodies of the Foundation are: Founders, Foundation Council, Foundation Program Council, Foundation Board. Fundadores

Art. 12

The founders make their decisions in the form of written resolutions. The Founders make decisions at the request of the other bodies of the Foundation or independently. Funders may be appointed to the Board of Directors of the Foundation. If one or two of the Founders are appointed to the Management Board, the powers of the Founders at that time are exercised by the other Founders who are not members of the Management Board or, accordingly, the Founder who is not a member of the Management Board. If all of the Founders are appointed to the Management Board, the powers of the Founders for that time, apart from the right to appoint and dismiss members of the Foundation Council, shall be assumed by the Foundation Council.

Art. 13

The Founders' competence includes: Appointment and dismissal of members of the Foundation Council. Appointment and dismissal of members of the Management Board of the Foundation. Consideration and approval of the reports of the Management Board and the Council of the Foundation and granting discharge to the members of these bodies. Consideration and approval of the Foundation's financial statements. Council of the Foundation

Art. 14

The Board of the Foundation shall consist of no less than three persons. The members of the Foundation Council are appointed and dismissed by the Founders. Members of the Foundation Board may be dismissed at any time. The term of office of the Foundation Council is 3 (three) years. A member of the Board of the Foundation may serve more than one term. Membership in the Board of the Foundation shall terminate upon the expiry of the term of office, resignation from this function, dismissal or death of the person holding that function. The dismissal of a member of the Council shall take place in the event of:

improper performance of the functions of a member of the Board of the Foundation;
violations of the provisions of the Foundation's charter;
permanent loss of ability to perform functions as a result of illness or disability;
the occurrence of other circumstances that cause a loss of confidence in a given member of the Board of the Foundation.

The Council shall elect from among its ranks the Chairman of the Board of the Foundation, hereinafter referred to as the Chairman. The work of the Foundation Council is directed and represented externally and before the Foundation Board by the Chairman of the Foundation Council. He is also authorized to conclude civil and legal agreements with members of the Management Board of the Foundation. The Council shall meet not less than twice a year. Meetings of the Board shall be convened by the Chairman or a member of the Council appointed by him, on his own initiative or at the request of the Management Board of the Foundation or the Founders. The form of convening a meeting is arbitrary. However, the invitation to the meeting must reach every member of the Foundation Council. Meetings of the Foundation Council may be conducted by telephone or using electronic devices. The place of the meeting held in this way shall be deemed to be the place of Residence of the person holding that meeting. The minutes of such a meeting should be signed by all members of the Foundation Council participating in it. The Council shall be attended by a representative of the Management Board of the Foundation.Resolutions of the Council shall be adopted by a simple majority of votes, in the presence of at least half of its members, unless further provisions of the Articles of Association provide otherwise. With a balance of votes, the vote of the Chairman of the Board of the Foundation decides. Resolutions of the Council of the Foundation may be adopted without holding a meeting by written vote, unless any of its members objects to such a form of voting. The detailed mode of operation of the Foundation Council is set out in the “Regulations of the Foundation Council”.

Members of the Foundation Council:

may not be members of the Management Board of the Foundation or be married, cohabiting, kinship, affinity or official subordination with the members of the Management Board of the Foundation,
may not be convicted by a final judgment for a crime of willful guilt prosecuted by public prosecution or a tax offence. The Founders, before appointing the members of the Foundation Council, shall receive from the candidates statements on the fulfilment by these persons of the requirements set out in points 17:1,2 and, after the appointment of the members of the Board of the Foundation, shall forward the declarations made by them to the Management Board of the Foundation. If a member of the Foundation Council is appointed, with his consent, to the Management Board of the Foundation or a member of the Foundation Council establishes an employment relationship with the Foundation — the membership of such a person in the Foundation Council shall be suspended, respectively for the duration of the function or the duration of the employment relationship. Members of the Foundation Council shall not be remunerated for their participation in the work of this body, except for the reimbursement of documented expenses related to their participation in the work of the Foundation Council, including travel expenses. The competences of the Foundation Board include: supervising the activities of the Management Board of the Foundation and its subordinate organizational units; examining the reports of the Management Board; approving the amount of salaries and awards of the members of the Foundation's Management Board; submitting proposals concerning the Foundation's activities; giving opinions on the Foundation's multiannual and annual activity programmes; expressing opinions on matters submitted by the Management Board; giving opinions on the annual activity report of the Foundation carrying out audits of activities by seconded members of the Council or persons authorised to do so The Foundation and the Foundation's accounting books; adopting and amending the Regulations of the Foundation Council and approving the Regulations of the Management Board proposed by the Management Board; adopting resolutions on the merger or liquidation of the Foundation, and on the creation of branches of the Foundation. Programme Board of the Foundation

Art. 15

The Foundation's Programme Board shall consist of no less than three persons. The members of the Foundation's Programme Council shall be appointed and dismissed by the Management Board of the Foundation. Members of the Foundation Board may be dismissed at any time. The term of office of the Foundation's Programme Board is 2 (two) years. The function of a member of the Foundation's Programme Board may be held for more than one term. Membership in the Programme Board of the Foundation shall terminate upon the expiry of the term of office, resignation from this function, dismissal or death of the person holding that function. The competences of the Foundation's Programme Board include: supporting the Foundation Council and the Management Board in determining the programmatic directions of the Foundation's activities and entering into partnerships, giving an opinion on the application of the Management Board to join the organization in Poland and abroad the implementation of tasks set by the Management Board of the Foundation. Board of the Foundation

Art. 16

The Management Board of the Foundation consists of one to three persons, including the President of the Management Board and the Vice-President or two Vice-Presidents of the Management Board, appointed and dismissed by the Founders.
The President of the Management Board is one of the Founders, unless the Founders appoint another person to perform this function who agrees to it.
The term of office of the members of the Management Board is 3 (three) years. A member of the Foundation's Management Board may be held for more than one term.
Membership in the Management Board shall cease upon expiry of the term of office or resignation, or death of a member of the Management Board or upon dismissal.
Meetings of the Management Board shall be held as necessary, but not less frequently than once a quarter.
Meetings of the Management Board are convened by the President or a member of the Management Board appointed by him, on his own initiative or at the request of the Foundation Council or the Founders.
The form of convening a meeting is arbitrary. All members of the Management Board must be informed of the meeting.
Meetings of the Management Board of the Foundation may be conducted by telephone or using electronic devices. The place of the meeting held in this way shall be deemed to be the place of Residence of the person holding that meeting. The minutes of such a meeting should be signed by all members of the Board of the Foundation participating in it.
A representative of the Foundation Council may attend the meeting of the Management Board.
The Management Board shall take decisions by means of resolutions adopted by a simple majority of votes, in the presence of at least half of its members, unless further provisions of the Statute provide otherwise.
In the case of equal distribution of votes, the vote of the President of the Management Board shall decide.
Resolutions of the Management Board of the Foundation may be adopted without holding a meeting by written vote unless any of its members objects to this form of voting.
The detailed mode of operation of the Management Board is set out in the “Regulations of the Management Board of the Foundation”.
Members of the Management Board may remain in an employment relationship.
Administrative services of the Management Board and the Board of the Foundation belong to the Foundation Office.
Members of the Foundation Board:
~ may not be members of the Council of the Foundation or be married, cohabiting, kinship, affinity or official subordination to the members of the Foundation Council,
They may not be convicted by a final sentence for a crime of willful misconduct prosecuted by public prosecution or a tax offence.
The President of the Management Board of the Foundation, acting together with one of the Vice-Presidents of the Management Board, is authorized to submit statements and sign on behalf of the Foundation.

Art. 17

The competence of the Management Board shall include:

Directing and representing the Foundation externally.
Management of the Foundation's assets and funds.
Determining the size of employment.
Establishing remuneration rules for Foundation employees and persons cooperating with the Foundation on the basis of concluded civil and legal agreements. Employment agreements with Foundation employees are signed by the President of the Management Board.
Adoption of annual and multi-annual programmes of activities of the Foundation based on previously adopted assumptions.
Implementation of the Foundation's action programmes.
Preparation of the Foundation's annual financial statements, required by the accounting regulations and the annual report on the Foundation's activities, in accordance with the Foundations Act and the Public Benefit Activities Act, and then submitting them to the public through its publication on the Foundation's websites.
Implementation of specific decisions of donors, insofar as they do not contradict the objectives of the Foundation or the provisions of this Statute.
Adoption of regulations and internal acts not provided for by the Statute.
Applying for amendments to the Articles of Association, merger, creation of a branch of the Foundation or liquidation of the Foundation.

Art. 18

The Management Board is responsible to the Foundation Council for the implementation of the Foundation's statutory objectives and for the correctness and expediency (rationality) of the actions undertaken by the Foundation.

Chapter VI — Establishment of branches, merger of the Foundation

Art. 19

For the effective realization of its objectives, the Foundation may establish branches in the country and abroad.
The decision on the establishment of a branch is taken by the Foundation Council by a unanimous resolution adopted after having read the position of the competent minister, which resolution requires the approval of the Founders.

Art. 20

In order to effectively achieve its objectives, the Foundation may merge with another Foundation.
A merger may not take place if it could result in a significant change in the purpose of the Foundation.
The decision on the merger of the Foundation shall be taken by the Council of the Foundation by means of a unanimous resolution adopted after reading the position of the competent minister, which resolution requires the approval of the Founders.

Chapter VII — Dissolution and liquidation of the Foundation

Art. 21

The foundation is liquidated if the objectives for which it was established are achieved or if its funds and assets are exhausted.
The decision to liquidate the Foundation is taken by the Foundation Council in consultation with the Founders.
Liquidation is carried out by a liquidator appointed by the Founders.
The assets remaining after liquidation shall be allocated to the statutory purpose of the Foundation referred to in Article 5 of the Statute, in particular by transferring them to institutions whose activities correspond to that purpose of the Foundation.

Chapter VIII — Amendment of the Statute

Art. 22

Changes to the Foundation's charter may be made on the basis of a written decision of the Founders, or in the event of a long-term restriction of the Founders' ability to act independently or their death, changes may be made by the Foundation Council.

Art. 23

The Statute was drawn up and signed in 3 (three) monosyllabic copies.
In matters not regulated in the Statute, the provisions of the Act of 6 April 1984 on foundations and other applicable provisions of law concerning the activities of foundations shall apply.

Warsaw, February 13, 2023