RB 18/2013

Topic:  Ordinary General Assembly in MCI Management S.A.

Legal basis: Art. 56 subpar. 1 pt. 2 of the Act on Public Offering – current and periodic information.

The Management Board of MCI Management S.A. (Company) acting on the basis of art. 395, art. 399 § 1 and art. 402¹  of the Polish Commercial Companies Code, as well as pursuant to § 19 and 20 of the Statutes of the Company hereby convenes the Ordinary General Assembly (hereinafter referred to as “OGA”)  of the Shareholders to be held on 28 June  2013 at 10:00 a.m. in the Company’s seat at ul. Emilii Plater street no. 53 in Warsaw

The following agenda was proposed:

1. Opening of the Assembly.
2. Election of the Chairperson of the Assembly.
3. Verification of the correct convocation of the Assembly.
4. Approval of the agenda of the Assembly.
5. Consideration of the financial statements of the Company for 2012.
6. Consideration of the Management Board report on the operations of the Company in 2012.
7. Consideration of the Supervisory Board report on its operations in 2012.
8. Adoption of the resolutions on the following:

a) approval of the financial statements of the Company for 2012,
b) approval of the Management Board report on the operations of the Company in 2012,
c) approval of the Supervisory Board report on its operations in 2012,
d) granting of approval of the performance by the members of the Management Board of their duties in 2012,
e) granting of approval of the performance by the members of the Supervisory Board for their duties in 2012,
f) distribution of profits of the Company for 2012.

12. Consideration of the consolidated financial statements of MCI Group Capital for 2012.
13. Adoption of the resolution on approval of the consolidated financial statements of MCI Group Capital for the financial year 2012.
14. Adoption of the resolution on changes to the Statutes of the Company and on authorization of the Supervisory Board to establish a unified version of the Company’s Statutes.

15. Adoption of the resolution of granting shares in the framework of the Motivation Programme and granting the power of attorney to the Management Board and the Supervisory Board to dispose of shares acquired during the Repurchase Programme.

16. Adoption of the resolution on changing Members of the Supervisory Board of the Company.

17. Adoption of the resolution on the rules of remuneration of Members of the Supervisory Board of the Company.

18. Adoption of the resolution on execution of the Buyout Programme (purchase of own shares)
19. Any other business.
20. Closing of the session.

The right of the shareholder to demand placing specific matters on the agenda of the Ordinary General Assembly
The shareholder or the shareholders representing at least one twentieth of the share capital of the Company can demand specific matters be put on the agenda of the Ordinary General Assembly (OGA.) The demand should be submitted to the Management Board of the Company at the latest twenty one days before the set date of holding the assembly i.e. by 7 June 2013.

The demand should include explanation and, if required by the nature of the matters, a draft of the resolution regarding the proposed point of the agenda as well. The demand should be sent to the address of the Company or submitted at its seat before the expiration of the set date. The demand can be also submitted in electronic form at wza@mci.eu

The right of the shareholder to submit drafts of resolutions
The shareholder or the shareholders of the Company representing at least one twentieth of the share capital can, before the OGA, submit to the Company in writing or with the use of means of electronic communication sent at wza@mci.eu drafts of resolutions regarding the matters included in the announced agenda or the matters which shall be or have been put on the agenda.
Furthermore, each shareholder can, during the OGA, submit drafts of resolutions regarding the matters included in the agenda.
The method of exercising the voting right by proxy
The shareholder who is a natural person can participate in the OGA and exercise the voting right personally or by proxy.
The shareholder who is not a natural person can participate in the OGA and exercise the voting right by the person authorized to make declarations of will on their behalf or by proxy.

The power of attorney shall be, under pain of being null and void, made in writing and attached to the minutes of the OGA or granted electronically. The form of the power of attorney, attached at the end of this announcement, shall be available on the day of publication of this announcement at the website of the Company in the Investor Relations section (General Assembly.)
The Company shall be notified of the power of attorney being granted electronically with the use of means of electronic communication by sending an e-mail with such information at wza@mci.eu, making every effort to facilitate an effective verification of the validity of the power of attorney. The information of granting the power of attorney should specifically indicate the proxy and the principal (first name, last name or business name of the entity that is not a natural person, address, telephone number and e-mail address of them both.) The information of granting the power of attorney should also specify its scope i.e. the number of shares which entitle to exercise the voting right as well as the date and the specific General Assembly of the Company at which these rights shall be exercised.
The Company shall undertake appropriate actions in order to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted electronically. In particular such a verification can take the form of asking the shareholder and/or the proxy a question sent by e-mail or by telephone in order to confirm the fact of granting the power of attorney and its scope. The Company reserves that in such a case the failure to reply to the questions asked during the verification shall be considered failure to verify the granting of the power of attorney and it shall constitute the basis of rejection of the proxy in the participation in the OGA.
The right to represent a shareholder who is not a natural person shall arise from the copy of proper register submitted while making an attendance list (in original or as a copy whose conformity with the original is attested by a legal counsel, attorney or notary, or possibly it shall arise from the submitted power of attorney or a series of powers of attorney.
A member of the Management Board of the Company and an employee of the Company can be proxies at the OGA.
If a member of the Management Board of the Company, a member of the Supervisory Board, a liquidator, an employee or a member of the governing body or an employee of an MCI Management S.A. subsidiary is a proxy at the OGA, the power of attorney can authorize to representation only at one General Assembly. The proxy shall present to the shareholder the circumstances indicating the existence or possible occurrence of a conflict of interest.
Granting further power of attorney is excluded.
The proxy shall vote as instructed by the shareholder.

Possibility and method of participation in the Ordinary General Assembly with the use of means of electronic communication
The Company does not provide for the possible participation in the OGA with the use of means of electronic communication.
Expression of opinions during the Ordinary General Assembly with the use of means of electronic communication
The Company does not provide for the possibility of expressing opinions during the OGA with the use of means of electronic communication.
The method of exercising the voting right with the use of correspondence or with the use of means of electronic communication
The Company does not provide for the possibility of exercising the voting right with the use of correspondence or with the use of means of electronic communication.

The day of registering the participation in the Ordinary General Assembly
12 June  2013 shall be the day of registering the participation in the OGA (Registration Day.)
Information about the entitlement to attend the Ordinary General Assembly
The persons who on Registration Day 12 June  2013 are the shareholders the Company shall have the right to attend the OGA.
The holders of registered shares and temporary certificates as well as pledgees and beneficiaries who have the voting right shall have the right to participate in the OGA if they are entered in the share book as of Registration Day.
The bearer shares that are in the form of a document entitle to attend the OGA if the share documents are submitted in the Company at the latest on Registration Day of the participation in the OGA and they are not collected before the end of that day. A certificate issued to certify that the share was deposited at the notary’s, in the bank or an investment company whose registered office or branch office is located in the territory of the European Union or a country which is a party to the agreement on the European Economic Area can be submitted instead of shares. The certificate shall indicate the numbers of share documents and state that the share documents shall not be returned before the expiration of Registration Day of the participation in the OGA.
At the request of the person authorized by dematerialized bearer shares of the Company, which was submitted not earlier than after the announcement of the convocation of the OGA i.e. not earlier than on 31 May 2013 and not later than on the first weekday after Registration Day i.e. not later than 13 June  2013, the entity holding the securities account shall issue a personal certificate of entitlement to attend the OGA.
The Company hereby notes that the persons who have the right to attend the OGA include the persons who:

1. were the shareholders of the Company as of Registration Day i.e. on 12 June 2013.
2. requested the entity holding their securities accounts – not earlier than on 31 May 2013 and not later than on 13 June 2013 – to issue a personal certificate of entitlement to attend the OGA.

A list of the shareholders entitled to attend the OGA shall be displayed in the registered office of the Company at Emilii Plater 53, 00 – 113 Warsaw (WFC, from 9:00 a.m. until 3:00 p.m. over 3 days before the OGA is held i.e. on 25, 26 and 27 June, 2013.

A shareholder of the Company can demand that the list of the shareholders entitled to attend the OGA be sent to them free of charge by e-mail, indicating their own e-mail address at which the list should be sent. The Company reserves the right to verify the rights of the shareholder.

The persons entitled to attend the OGA are requested to register and collect the ballots at the venue of the Assembly in the designated place of registration one hour before the beginning of the OGA.
Access to documentation
The documentation to be presented at the OGA together with the drafts of resolutions will be published on the website of the Company at www.mci.pl from the day of convocation of the OGA according to Art. 402³ §1 of the Commercial Companies Code.

The comments or opinions of the Management Board of the Company or the Supervisory Board regarding the matters put on the agenda of the OGA or the matters to be put on the agenda before the OGA is held shall be available on the website of the Company at www.mci.pl immediately after they are received or drawn up.

Proposed amendments to Statutes of the Company. Amendment to § 9 subpar 1 of the Statutes of the Company in the following manner:

§ 9 subpar 1 in its contemporary version: “The Management Board consists of one to five members, including the President of the Management Board, appointed for three years. Members of the first Management Board, are appointed by the Company’s founders for two years”.

–                     shall be replaced by the following entry: “The Management Board consists of one to seven members, including the President of the Management Board, appointed for three years. Members of the first Management Board, are appointed by the Company’s founders for two years

Tomasz Czechowicz – President of the Management Board

Magdalena Pasecka – Member of the Management Board