RB nr 17/2010

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. 402š of the Polish Commercial Companies Code and on the basis of § 19 and 20 of the Statutes of the Company hereby convenes the Ordinary General Assembly of the Company (ZWZ) to be held on June 8, 2010. The session of the General Assembly shall begin at 11:00 a.m. in Wrocław at Plac Dominikański 1 at “Mercure Panorama Wrocław” hotel – with the following agenda:

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 2009.
6. Consideration of the Management Board report on the operations of the Company for 2009.
7. Consideration of the Supervisory Board report on its operations in 2009.
8. Adoption of the resolutions on the following:
a) approval of the financial statements of the Company for 2009,
b) approval of the Management Board report on the operations of the Company for 2009,
c) approval of the Supervisory Board report,
d) granting of approval of the performance by the members of the Management Board of their duties in 2009,
e) granting of approval of the performance by the members of the Supervisory Board of their duties in 2009,
f) distribution of profits of the Company for 2009.
9. Consideration of the consolidated financial statements of MCI Group Capital for 2009.
10. Adoption of a resolution on approval of the consolidated financial statements of MCI Group Capital for 2009.
11. Any other business.
12. Closing of the session.

The right of the shareholder to demand that specific matters be placed 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 may demand that specific matters be placed on the agenda of ZWZ. The demand should be submitted to the Management Board of the Company not later than twenty one days before the date of the assembly to be held i.e. by May 18, 2010.
The demand should provide an explanation and, if required by the nature of the matter, a draft of the resolution regarding the relevant point on the agenda. The demand should be sent at the address of the Company or submitted in its registered office before the elapse of the designated deadline. The demand may 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 may before the date of ZWZ submit to the Company drafts of resolutions regarding the matters included in the published agenda or the matters to be placed or which have been placed on the agenda in writing or by means of electronic communication sent at wza@mci.eu,.
Furthermore, every shareholder may submit during ZWZ drafts of resolutions regarding the matters placed on the agenda.

Exercise of the voting right by proxy

The shareholder being a natural person may attend ZWZ and exercise their voting right in person or by proxy.
The shareholder who is not a natural person may attend ZWZ and exercise their voting right through the person authorized to make declarations of will on their behalf or by proxy.
The power of attorney should be made in writing and attached to the minutes of ZWZ or granted electronically, or else it shall be null and void. The form of the power of attorney attached at the end of this announcement shall be available from the day of publication of this announcement at the website of the Company in the Investor Relations section (General Assembly.)
After the power of attorney is granted electronically the Company should be notified by means of electronic communication in the form of information sent by electronic mail at wza@mci.eu, making every effort to enable an effective verification of the validity of the power of attorney. The information about granting of the power of attorney should include a specific designation of proxy and authority (first name, last name or business name of the entity that is not a natural person, address, telephone number and electronic mail address of both such persons.) The about granting of the power of attorney should also indicate its scope that is the number of shares giving the voting rights to be exercised as well as the date and designation of the General Assembly of the Company at which these rights shall be exercised.
The Company shall take appropriate measures to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted electronically. This verification can specifically consist in asking the shareholder and/or the proxy a question in the form of a return e-mail or by telephone to confirm the fact of granting the power of attorney and its scope. The Company reserves that in such a case, the lack of answer to the questions asked during verification shall be treated as no possibility of verifying the granting of the power of attorney and it shall be the basis of refusal to admit the proxy to attend ZWZ.
The right to represent the shareholder that is not a natural person should arise from the extract from relevant register produced when making the attendance list (submitted in original or copy whose conformity with its original shall be attested by a legal advisor, attorney-at-law or notary, or possibly it should arise from the presented power of attorney or a few powers of attorney.
A member of the Management Board of the Company or an employee of the Company can act as proxies of the shareholders at ZWZ.
If a member of the Management Board of the Company, a member of the Supervisory Board of the Company, a liquidator, an employee or a member of the governing body or an employee of a subsidiary of MCI Management S.A. is a proxy at ZWZ, the power of attorney can authorize to representation only at one Ordinary General Assembly. The proxy is obliged to disclose to the shareholder the circumstances indicating the existence or a possibility of occurrence of a conflict of interest.
Granting further power of attorney is excluded.
Proxy shall vote as instructed by the shareholder.

Possibility and mode of participation in the Ordinary General Assembly with the use of means of electronic communication

The Company does not provide for the possibility of participation in ZWZ with the use of means of electronic communication.

Expressing opinions during Ordinary General Assembly with the use of means of electronic communication

The Company does not provide for the possibility of expressing opinions during ZWZ with the use of means of electronic communication.

Exercise of voting rights by post or with the use of means of electronic communication

The Company does not provide for the possibility of exercising the voting rights by post or with the use of means of electronic communication

Day of registration of the participation in the Ordinary General Assembly

May 23, 2010 shall be the day of registration of the participation in ZWZ (Day of Registration)

Information about the entitlement to attend the Ordinary General Assembly

Only those persons who on Day of Registration i.e. May 23, 2010 were the shareholders of the Company are entitled to attend ZWZ.
The persons who are authorized by registered shares and temporary certificates as well as pledgees and beneficial owners, who have the voting rights, may attend ZWZ if they are entered into the share register on Day of Registration.
The bearer shares in the form of documents entitle to attend ZWZ if the share documents are deposited at the Company at the latest on Day of Registration of the participation in ZWZ and they are not collected before the end of that day. Instead of a share a certificate can be deposited issued as evidence of the deposition of the share at the notary’s, a bank or an investment company with its registered office or branch office on the territory of the European Union or a state that is a party to the Agreement on the European Economic Area. The certificate shall indicate the numbers of the share documents and provide that the share documents shall not be issued before the end of Day of Registration of the participation in ZWZ.
A the request of the persons authorized by dematerialized bearer shares of the Company submitted not earlier than after the announcement of the convocation of ZWZ, i.e. not earlier than on May 13, 2010 and not later than on the first weekday after Day of Registration i.e. not later than on May 24, 2010, the entity maintaining the securities account shall issue a personal certificate of entitlement to attend ZWZ.
The Company hereby notes that the following persons shall be entitled to attend ZWZ:
1. persons who were the shareholders of the Company on Day of Registration i.e. on May 23, 2010.
2. persons who applied – not earlier than on May 13, 2010 and not later than on May 24, 2010 – to the entity maintaining their securities accounts to issue a personal certificate of entitlement to attend ZWZ.
A list of the shareholders entitled to attend ZWZ shall be displayed in the registered office of the Company at Bartoszowicka 3, 51-641 Wrocław from 9:00 a.m. until 3:00 p.m. over 3 weekdays before ZWZ is held i.e. on June 3, 4 and 7, 2010.
The shareholder of the Company may demand the list of the shareholders who are entitled to attend ZWZ be sent to them free of charge by electronic mail, giving 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 who are entitled to attend ZWZ are requested to register and collect the ballots at the venue of the Assembly in the designated point of registration one hour before the beginning of ZWZ.

Access to documentation

The documentation to be presented at ZWZ with drafts of the resolutions will be available at the website of the Company at www.mci.pl from the day of convocation of ZWZ in compliance with Art. 402ł § 1 of the Polish Commercial Companies Code.
Comments and opinions of the Management Board of the Company or the Supervisory Board regarding the matters placed on the agenda of ZWZ or the matters to be placed on the agenda before ZWZ will be available at the website of the Company at www.mci.pl immediately after the are received or made.

Drafts of ZWZ resolutions constitute attachments to this report.

Legal basis:
§ 38 subpar. 1 pt. 1 of the Directive of the Minister of Finance on current and periodic information

Roman Cisek – Member of the Management Board

Marek Wencki – Proxy