RB nr 1/2008

Legal basis: § 29 subpar. 3 of the Rules of the Warsaw Stock Exchange

The Management Board of MCI Management S.A. informs that according to the rules of corporate governance adopted by the Warsaw Stock Exchange included in the document “Code of Best Practice for WSE Listed Companies”, which constitutes the appendix to the Resolution no. 12/1170/2007 of the Exchange Supervisory Board from July 4, 2007, in order to assure transparency of the relations of the listed companies with their marker environment and increase the competitiveness of the exchange market MCI Management S.A. applies ion full most rules in the document in question, except for the rules described below which at the moment are not applied or are applied in a limited scope due to the reasons beyond the control of the Company.

II. Best practice for management boards of listed companies
1. A company should operate a corporate website and publish:
5) where members of the company’s governing body are elected by the General Meeting – the basis for proposed candidates for the company’s Management Board and Supervisory Board available to the company, together with the professional CVs of the candidates within a timeframe enabling a review of the documents and an informed decision on a resolution,
Position of the Issuer on the observance of that rule:
The Company shall observe the rule in the case it receives from the shareholders information regarding that rule before the scheduled date of the general meeting.

6) annual reports on the activity of the Supervisory Board taking account of the work of its committees together with the evaluation of the work of the Supervisory Board and of the internal control system and the significant risk management system submitted by the Supervisory Board.
Position of the Issuer on the observance of that rule:
The members of the supervisory board of the Company shall decide about the form, content and scope of the report on the activity of the supervisory board of the Company at the next meeting of the board.

7) shareholders’ questions on issues on the agenda submitted before and during a General Meeting together with answers to those questions,
Position of the Issuer on the observance of that rule:
The Issuer as a rule declares the willingness to fulfill the obligations arising from that rule, however, that rule shall be applied according to the regulations of law that is Art. 428 of the Commercial Companies Code which in § 1 provides that during the sitting of the general meeting, the management board of the Company shall provide a shareholder, at his request, with information concerning the company, wherever this is required so that a matter included on the agenda can be considered. Furthermore, the Issuer indicates that according to § 2 of the article referred to above he shall refuse to provide information where: this could result in damage to the company or an affiliated company or a dependent company or co-operative, in particular due to the disclosure of technical, commercial or organizational secrets relating to the enterprise as well as in the case where this could expose a member of the management board to criminal, civil or administrative liability. Furthermore, the Issuer states that according to Art. 428 § 3 and § 4 of the Commercial Companies Code in justified cases the management board of the Issuer may provide the information in writing not later than two weeks of the end of the general meeting and may provide information concerning the Company outside of the general meeting, subject to the limitations indicated above by the Issuer. Consequently, the Issuer shall publish on his website the shareholder’s (shareholders’) questions together with answers to those questions immediately after the occurrence or fulfillment of the conditions referred to in Art. 428 of the Commercial Companies Code above.

12) where the company has introduced an employee incentive scheme based on shares or similar instruments – information about the projected cost to be incurred by the company from to its introduction.
Position of the Issuer on the observance of that rule:
The forecasts regarding the costs referred to in the rule in question are included in the annual forecasts of the results of the Company published in the form of a current report and revised in quarterly financial reports. Additional detailed information on the incurred costs of the incentive schemes is included in audited half-annual and annual financial statements of the Company. These reports are published on the Company’s websites.

III. Best practice for management board members
1. In addition to its responsibilities laid down in legal provisions the Supervisory Board should:
2) once a year prepare and present to the Ordinary General Meeting an evaluation of its work
Position of the Issuer on the observance of that rule:
The members of the supervisory board of the Company shall decide about the form, content and scope of the evaluation in question at the next meeting of the board.