RB nr 21/2008
Komisja Nadzoru FinasowegoLegal basis: § 39 subpar. 1 pt. 1 of RO
I. The Management Board of MCI Management SA informs that that the session of the Extraordinary General Assembly shall be held on March 27, 2008 at 11:00 a.m. in the conference room of the Company at Klecińska 125 in Wrocław. The following are the drafts of resolutions to be adopted according to the agenda:
RESOLUTION NO. 01/NWZA/2008
of the Extraordinary General Assembly of MCI Management S.A.
from March 27, 2008
on granting consent that the Company cover the increased share capital of MCI Fund Management SpĂłłka z ograniczonÄ odpowiedzialnoĹciÄ MCI.PrivateVentures SpĂłłka komandytowo-akcyjna with stocks or shares held by the Company in other companies
§ 1.
The Extraordinary General Assembly of the company acting under business name of MCI Management S.A. (hereinafter âCompanyâ) upon consideration of the request of the Management Board of the Company hereby resolves as follows.
§ 2.
1. The Extraordinary General Assembly hereby grants the consent that the Company cover the increased share capital of MCI Fund Management SpĂłłka z ograniczonÄ
odpowiedzialnoĹciÄ
MCI.PrivateVentures SpĂłłka komandytowo-akcyjna based in Warsaw with stocks or shares held by the Company in other companies provided that the Management Board obtains the consent of the Supervisory Board of the Company to make such a decision.
2. In order to avoid any doubts the Extraordinary General Assembly hereby confirms that the consent referred to in subpar. 1 shall includes one or more increases of the share capital of MCI Fund Management SpĂłłka z ograniczonÄ odpowiedzialnoĹciÄ MCI.PrivateVentures SpĂłłka komandytowo-akcyjna to be made by the day when the Company ceases to be one of the shareholders of MCI Fund Management SpĂłłka z ograniczonÄ odpowiedzialnoĹciÄ MCI.PrivateVentures SpĂłłka komandytowo-akcyjna.
§ 3.
The resolution comes into effect as of the day of its adoption.
Justification of the Management Board:
The adoption of the resolution on authorizing the Management Board to perform legal acts defined above is fully justified by the intent of the Company to continue the Company’s transfer of the Company’s financial assets to MCI Fund Management SpĂłłka z ograniczonÄ
odpowiedzialnoĹciÄ
MCI.PrivateVentures SpĂłłka komandytowo-akcyjna, and then to the investment funds managed by MCI Capital TFI SA
RESOLUTION NO. 02/NWZA/2008
of the Extraordinary General Assembly of MCI Management S.A.
from March 27, 2008
on:
increase of the share capital by public issuance of I shares with the pre-emptive right of the previous shareholder,
dematerialization and applying for the admission to trade with I shares on the regulated market, pre-emptive rights to I shares and the rights to I shares as well as
amending the Statutes of the Company
§ 1.
The Extraordinary General Assembly of the company acting under business name of MCI Management S.A. (hereinafter âCompanyâ) on the basis of Art. 430 § 1 in connection with Art. 431 § 1 and § 2 pt. 2), Art. 432 § 1 and 2, Art. 433 § 1, Art. 436 and Art. 310 § 2 in connection with Art. 431 § 7 and Art. 430 § 5 of the Commercial Companies Code, Art. 5 subpar. 3 and 8 of the Act from July 29, 2005 on Trading in Financial Instruments (Journal of Laws 183.1538) (hereinafter âActâ) and § 22 pt. g) of the Statutes of the Company hereby resolves as follows.
§ 2.
1. The share capital of the Company is hereby increased by the amount not higher than PLN 5,000,000.00 (five million zlotys) that is from PLN 40,823,000.00 (forty million eight hundred twenty three thousand zlotys) to not more than PLN 45,823,000.00 (forty five million eight hundred twenty three thousand zlotys) by issuing not more than 5,000,000.00 (five million) new I shares with the nominal value of PLN 1.00 (one zloty) each, hereinafter âI Shares.â
2. I Shares shall be ordinary bearer shares.
3. I Shares shall be paid for by contributions in cash.
4. I Shares shall participate in dividend beginning with payments from profits to be divided for the reporting year 2008, that is from Jan. 1, 2008.
5. I Shares shall be issued in the form of public offering as provided in the Act from July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (Journal of Laws 184.1539).
6. I Shares and the rights to I Shares shall be object of application for admission to trading on the regulated market and shall be introduced to trading on the Warsaw Stock Exchange.
7. I Shares shall be subject to dematerialization as provided for in the Act.
§ 3.
1. The Company shall offer I Shares to the previous shareholders on the basis of their pre-emptive rights, that is to the persons holding the A, B, C, D, E, F, G or H shares of the Company on June 27, 2008 (pre-emptive right day.)
2. I Shares shall be offered to the previous shareholders of the Company in proportion to the number of the shares of the Company held by them as of the pre-emptive right day.
3. In the case when the number of I Shares for a given shareholder on the basis of their pre-emptive right is not an integral number, it shall be rounded down to the nearest integral number.
4. The Management Board of the Company may allot I Shares which have not been taken up by the shareholders on the basis of their pre-emptive rights at their own discretion.
5. The pre-emptive rights to I Shares shall be object of application for admission to trading on the regulated market and shall be introduced to trading on the Warsaw Stock Exchange.
§ 4.
The Extraordinary General Assembly hereby authorizes and obliges the Management Board of the Company to:
1) set and announce the dates of opening and closing of the subscription of I Shares,
2) set the issue price of I Shares,
3) set the rules for granting of I Shares which have not been taken up on the basis of their pre-emptive rights,
4) grant I Shares;
5) take all necessary steps to obtain the decision of the Polish Financial Supervision Authority in Warsaw on confirmation of the prospectus of I shares, pre-emptive rights to I shares and the rights to I shares,
6) take all actual and legal steps necessary to admit and introduce I shares, pre-emptive rights to I shares and the rights to I shares to trading on the Warsaw Stock Exchange.
7) conduct all necessary activities to dematerialize I shares,
8) conclude an agreement for registration of I shares, pre-emptive rights to I shares and the rights to I shares in the depository for securities with the National Depository for Securities,
9) submit in the form of a notarized deed a declaration of the volume of the share capital taken up as a result of public subscription,
10) undertake other activities necessary to perform this resolution.
§ 5.
1. As a result of an increase of the share capital by issuing I shares referred to in the preceding paragraphs, § 7 subpar. 1 of the Statutes of the Company shall read as follows:
â1. The share capital of the Company shall be not higher than 45,823,000.00 (forty five million eight hundred twenty three thousand) zlotys and is divided into not more than 45,823,000.00 (forty five million eight hundred twenty three thousand) equal and indivisible shares each of nominal value of 1 PLN (one zloty), including:
• 100,000 (one hundred thousand) ordinary bearer shares (A shares) with the successive numbers from 000 001 (one) to 100 000 (one hundred thousand),
• 19,500,000 (nineteen million five hundred thousand) of ordinary bearer shares (B shares) with the successive numbers from 00 000 001 (one) to 19 500 000 (nineteen million five hundred thousand),
• 12,500,000 (twelve million five hundred thousand) ordinary bearer shares (C shares) with the successive numbers from 00 000 001 (one) to 12 500 000 (twelve million five hundred thousand),
• 500,000 (five hundred thousand) ordinary bearer shares (D shares) with the successive numbers from 000 001 (one) to 500 000 (five hundred thousand),
• 5,200,000 (five million two hundred thousand) ordinary bearer shares (E shares) with the successive numbers from 00 000 001 (one) to 05 200 000 (five million two hundred thousand),
• 823,000 (eight hundred twenty three thousand) ordinary bearer shares (F shares) with the successive numbers from 00 000 001 (one) to 00 823 000 (eight hundred twenty three thousand),
• 1,467,000 (one million four hundred sixty seven thousand) ordinary bearer shares (G shares) with the successive numbers from 00 000 001 (one) to 01 467 000 (one million four hundred sixty seven thousand),
• 733,000 (seven hundred thirty three thousand) ordinary bearer shares (H shares) with the successive numbers from 000 001 (one) to 733 000 (seven hundred thirty three thousand),
• not more than 5,000,000 (five million) ordinary bearer shares (I shares) with the successive numbers from 000 000 001 (one) to maximum 005 000 000 (five million).â
2. The Supervisory Board shall be authorized to establish the unified text of the Statutes of the Company, taking into account the amendments made by subpar. 1 above as well as the declaration submitted by the Management Board of the Company of the volume of the share capital of the Company which was taken up as a result of public subscription as provided in § 4 pt. 9) above.
§ 6.
The resolution comes into effect as of the day of its adoption..
Justification of the Management Board:
The adoption of the resolution on issuance of new shares of the Company justified by the intent to raise funds necessary for the Company to make capital investments scheduled by the Company.
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RESOLUTION NO. 03/NWZA/2008
of the Extraordinary General Assembly of MCI Management S.A.
from March 27, 2008
on issuance of convertible bonds (B bonds)
with exclusion of the pre-emptive right of previous shareholders
§ 1.
The Extraordinary General Assembly of the company acting under business name of MCI Management S.A. (hereinafter âCompanyâ) on the basis of Art. 393 pt. 5 and Art. 448 § 1 of the Commercial Companies Code, Art. 20 and 23 of the Act from June 29, 1995 on Bonds (Journal of Laws 2001.120.1300) (hereinafter âActâ) and § 22 pt. e) of the Statutes of the Company hereby resolves as follows.
§ 2.
1. The Company will issue up to 5,000 (say: five thousand) âBâ bonds successive numbers from 0001 to the number not higher than 5000 of the nominal value of PLN 10,000.00 (say: ten thousand zlotys) each o of the total nominal value not higher than PLN 50,000,000.00 (say: fifty million zlotys) authorizing to subscribe the shares issued by the Company (hereinafter âBondsâ).
2. The Bonds:
1) shall be bearer binds authorizing to subscribe the J shares issued by the Company,
2) shall not have a document form,
3) shall not be secured in the meaning of the Act,
4) shall be offered through private subscription to not more than 99 (ninety nine) investors specified through a resolution by the Management Board of the Company, and the Management Board may first offer the Bonds to the shareholders of the Company who demonstrate to the Company by April 15, 2008 that they hold a material block of its shares in the meaning of Art. 69 subpar. 1 pt 1) of the Act from July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (Journal of Laws 05.184.1539 as amended.)
3. The day of allocation of the Bonds shall be the day of their issue.
4. The Bonds shall be redeemed by paying the money in the amount of the Bonds’ nominal value. The redemption amount may be increased by a bonus defined by the Management Board of the Company in a resolution referred to in subpar. 9 below.
5. The bond holders shall be entitled to subscribe the applicable number of ordinary bearer J shares of the Company of the nominal value of PLN 1.00 (one zloty) each for the Bonds held by them (hereinafter âSharesâ).
6. The price of the conversion to Shares shall be PLN 25 (twenty five zlotys), which means that a bond holder shall be entitled to subscribe 400 (say: four hundred) J shares of the Company for 1 (say: one) Bond. In the case of increase or decrease of the nominal value of the shares of the Company before the day of conversion, the Bonds to Shares conversion ratio shall be increased or decreases in the same proportion as the nominal value of the shares was increased or decreases compared to the nominal value of the shares from the day when the resolution wad adopted.
7. The right to convert the Bonds to J shares may be exercised in the way provided in the Act by submitting a written declaration of conversion of Bonds into Shares by the Redemption Day. The Company shall be entitled to earlier redemption of Bonds in the situation when the price of the shares of the Company listed on the Warsaw Stock Exchange exceeds at least once the conversion price referred to in subpar. 6 by 25% (twenty five percent.) The right to earlier redemption of Bonds by the Company shall be exercised within 30 (thirty) days from the day when a resolution of the Management Board of the Company was adopted in which the Management Board shall provide the terms and conditions as well as the procedure of exercising the right to earlier redemption of Bonds, provided the bond holder does not submit a declaration of conversion earlier.
8. As a result of the conversion of Bonds into J shares of the Company the share capital of the Company shall be increased by the amount not higher than PLN 2,000,000.00 (say: two million zlotys.)
9. The Management Board of the Company shall make efforts to admit the Bonds to organized trading on the territory of the Republic of Poland at the discretion of the Management Board of the Company on a regulated market or in the alternative trading system.
10. The Management Board of the Company is hereby authorized and obliged by resolution (or resolutions) to be adopted before the beginning of subscription of Bonds to establish:
1) the number of issued Bonds,
2) the final deadline for the redemption of Bonds by the Company (in the resolution âRedemption Dayâ), and the Redemption Day shall not be set in the period later than 36 (thirty six) months from the date of issue of Bonds defined in compliance with subpart. 3,
3) the issue price of Bonds, and that price shall not be lower than the nominal value of Bonds,
4) interest rate of Bonds (if any) and in the case when a decision is made by the Management Board to impose interest on Bonds also the rules of such interest rate, in particular by specifying if the interest rate shall be fixed or variable, interest rate, interest rate periods and interest payment dates,
5) if there will be a possibility of earlier redemption of Bonds other than that defined in subpar. 7 above as well as cases when the Company shall be obliged or entitled to earlier redemption of Bonds and monetary performances connected with earlier redemption of Bonds or the method of calculation of such a performance,
6) all other conditions, including dates of issue of Bonds which are not provided in this Resolution.
11. In connection with the above the Management Board of the Company shall be entitled to make an allocation of the convertible Bonds and the Management Board of the Company may in compliance with the terms and conditions of issue allocate the convertible Bonds in the number lower than that provided in this paragraph or even withdraw from issuing Bonds.
12. The pre-emptive right of previous shareholders to Bonds shall be excluded for the reasons given presented the opinion of the Management Board of the Company which constitutes an appendix to this Resolution. The General Assembly agreeing with the position of the Management Board expressed in that opinion accepts the opinion of the Management Board as its own and consequently it constitutes a justification of the exclusion of the pre-emptive right referred to in the Commercial Companies Code.
Justification of the Management Board:
The adoption of the resolution on the issue of new bonds convertible into shares of the Company is justified by the intent to raise additional funds necessary for the Company to make capital investments planned by the Company. The issue of new convertible bonds is offered with the exclusion of the pre-emptive right of the previous shareholders of the Company.
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RESOLUTION NO. 04/NWZA/08
of the Extraordinary General Assembly of MCI Management SA adopted on March 27, 2008 on amending the Resolution No. 25/ZWZA/2007 from June 25, 2007 on acceptance of the âIncentive Programâ of the Company for 2008-2012
Upon consideration of the request of the Management Board of the Company, on the basis of § 16 of the Statutes of the Company the General Assembly hereby resolves as follows:
1. The General Assembly confirms the necessity for correcting the assumptions of the Incentive Program of the Company for 2008-2012 applied by the Company on the basis of the provisions of the Resolution No. 25/ZWZA/2007 from June 25, 2007 in connection with the current significant changes in the market valuations of the companies listed on the Warsaw Stock exchange and in connection with the necessity for maintaining the motivating nature of the Incentive Program applied by the Company.
2. In order to apply the above assumption the General Assembly hereby provides the following new âGeneral Conditions of Granting Optionsâ which are the terms and conditions of implementation of the Incentive Program of the Company for 2008-2012:
1) In the case when in a given year of implementation of the Incentive Program the situation described in point 2) below does take place, the General Conditions of Granting Options, in individual years of implementation of the Incentive Program, shall be the permanent exceeding by the stock exchange quotation of the shares of the Company of the levels:
a. not less than PLN 25.00 per share in tranche II (for 2008)
b. not less than PLN 31.25 per share in tranche III (for 2009)
c. not less than PLN 39.06 per share in tranche IV (for 2010)
d. not less than PLN 48.83 per share in tranche V (for 2011)
– where the permanent exceeding by the stock exchange quotation of the shares of the Company of the levels listed above shall mean the exceeding by the arithmetic mean of the stock exchange quotations of the shares of the Company over the period of three months in a given calendar month of the implementation of the Incentive Program.
2) In the case when âmWIG40â drops by more than 20% – the General Conditions of Granting Options, in individual years of implementation of the Incentive Program shall be the permanent exceeding by the stock exchange quotation of the shares of the Company of the levels:
e. not less than PLN 20.00 per share in tranche II (for 2008)
f. not less than PLN 25.00 per share in tranche III (for 2009)
g. not less than PLN 31.25 per share in tranche IV (for 2010)
h. not less than PLN 39.06 per share in tranche V (for 2011)
– where the permanent exceeding by the stock exchange quotation of the shares of the Company of the levels listed above shall mean the exceeding by the arithmetic mean of the stock exchange quotations of the shares of the Company over the period of three months in a given calendar month of the implementation of the Incentive Program and
– where the drop of âmWIG40â shall mean respectively:
ď§ for tranche II – drop of the average level of âmWIG40â over the period of two months from December 1, 2007 to January 31, 2008 compared to the average level of that index over the period of two months from December 1, 2008 to January 31, 2009.
ď§ for tranche III – drop of the average level of âmWIG40â over the period of two months from December 1, 2008 to January 31, 2009 compared to the average level of that index over the period of two months from December 1, 2009 to January 31, 2010.
ď§ for tranche IV – drop of the average level of âmWIG40â over the period of two months from December 1, 2009 to January 31, 2010 compared to the average level of that index over the period of two months from December 1, 2010 to January 31, 2011.
ď§ for tranche V – drop of the average level of âmWIG40â over the period of two months from December 1, 2010 to January 31, 2011 compared to the average level of that index over the period of two months from December 1, 2011 to January 31, 2012.
3. The General Assembly authorizes and obliges the Supervisory Board to make applicable amendments to the Incentive Program of the Company for 2008-2012.
4. The resolution comes into effect as of the day of its adoption..
Justification of the Management Board:
The resolution on amending the Incentive Program for 2008-2012 shall be adopted due to the worse valuations of the companies on the stock exchange markets in Poland and the world as well as due to the less dynamic forecasts of growth of those valuations over the next years. In order to adjust the Incentive Program to the market situation and provide further motivational nature of the program, it became necessary to suggest amending the program as provided in the draft of the resolution.