RB nr 23/2010

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. (hereinafter “Company”, “MCI”) informs that:

1) On May 19, 2010 an agreement was concluded between MCI Fund Management Sp. z o.o. MCI.PrivateVentures SKA based in Warsaw (entity owned in 100% by the Issuer – hereinafter MCI SKA) and MCI.PrivateVentures Fundusz Inwestycyjny Zamknięty with separate subfund MCI.EuroVentures 1.0. (hereinafter “MCI.EV”) whose body is MCI Capital TFI S.A. based in Wrocław, regarding 15,685,000 bearer shares in ABC Data S.A. held by MCI SKA. On the basis of the agreement MCI.EV shall, over 2 years from the date of the agreement, enjoy the unrestricted and irrevocable right to demand that MCI SKA sell 15,685,000 shares in ABC Data S.A. to MCI.EV (hereinafter “call option”.) The call option can be exercised also for the benefit of a third party indicated by MCI.EV. The call option can be exercised only by selling the shares in ABC Data S.A. to MCI.EV at the price of PLN 2.60 per one share increased by interest at the level of WIBOR1M+ 4.2% charged from the date of signing the agreement until submission of the demand to exercise the call option. The price can be paid only in monetary form. The agreement provides that the number of shares in ABC Data S.A. which can be sold through call option shall never cause the creation of obligation of MCI.EV to announce a tender offer to acquire or exchange shares in ABC Data S.A. in the meaning of and in compliance with the criteria of Art. 72 or Art. 73 or Art. 74 of the Act from July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Dz.U.2009.185.1439. i.e.; hereinafter “Act on Public Offering”.) Furthermore, the parties agreed that MCI SKA shall, over 2 years from the date of the agreement, enjoy the unrestricted and irrevocable right to demand that MCI.EV redeem 15,685,000 shares in ABC Data S.A. held by MCI SKA (hereinafter “put option”.) The put option can be exercised also for the benefit of a third party indicated by MCI.EV. The put option can be exercised only by redemption of the shares in ABC Data S.A. by MCI.EV at the price of PLN 2.60 per one share increased by interest at the level of WIBOR1M+ 2.2% charged from the date of signing the agreement until submission of the demand to exercise the put option. The price can be paid only in monetary form. The agreement provides that the number of shares in ABC Data S.A. which can be sold through put call shall never cause the creation of obligation of MCI.EV to announce a tender offer to acquire or exchange shares in ABC Data S.A. in the meaning of and in compliance with the criteria of Art. 72 or Art. 73 or Art. 74 of the Act on Public Offering.

2) On May 20, 2010 an agreement was concluded between the Company and MCI.EV regarding 10,000,000 bearer shares in ABC Data S.A. held by the Company. On the basis of the agreement MCI.EV shall, over 2 years from the date of the agreement, enjoy the unrestricted and irrevocable right to demand that Company sell 10,000,000 shares in ABC Data S.A. to MCI.EV (hereinafter “call option”.) The call option can be exercised also for the benefit of a third party indicated by MCI.EV. The call option can be exercised only by selling the shares in ABC Data S.A. to MCI.EV at the price of PLN 2.60 per one share increased by interest at the level of WIBOR1M+ 4.2% charged from the date of signing the agreement until submission of the demand to exercise the call option. The price can be paid only in monetary form. The agreement provides that the number of shares in ABC Data S.A. which can be sold through call option shall never cause the creation of obligation of MCI.EV to announce a tender offer to acquire or exchange shares in ABC Data S.A. in the meaning of and in compliance with the criteria of Art. 72 or Art. 73 or Art. 74 of the Act on Public Offering. Furthermore, the parties agreed that the Company shall, over 2 years from the date of the agreement, enjoy the unrestricted and irrevocable right to demand that MCI.EV redeem 10,000,000 shares in ABC Data S.A. held by the Company (hereinafter “put option”.) The put option can be exercised also for the benefit of a third party indicated by MCI.EV. The put option can be exercised only by redemption of the shares in ABC Data S.A. by MCI.EV at the price of PLN 2.60 per one share increased by interest at the level of WIBOR1M+ 2.2% charged from the date of signing the agreement until submission of the demand to exercise the put option. The price can be paid only in monetary form. The agreement provides that the number of shares in ABC Data S.A. which can be sold through put call shall never cause the creation of obligation of MCI.EV to announce a tender offer to acquire or exchange shares in ABC Data S.A. in the meaning of and in compliance with the criteria of Art. 72 or Art. 73 or Art. 74 of the Act on Public Offering.

3) None of the agreements described in pt. 1) and pt. 2) contains provisions on contractual penalties.

4) Each of the agreements described in pt. 1) and pt. 2) was signed for two years from the date of its conclusion on condition precedent to its coming into effect depending on the date of introduction of shares in ABC Data S.A. to trading on the regulated market of the Warsaw Stock Exchange (hereinafter “GPW S.A.”) The condition precedent described above was met on June 17, 2010.

5) The Company considers the agreements as significant due to the fact that their combined value in the amount not lower than PLN 66,781,000.00 exceeds 10% of equity capitals of the Company (value of the agreement concluded between MCI SKA and MCI.EV is not lower than PLN 40,781,000.00 and the value of the agreement concluded between the Company and MCI.EV is not lower than PLN 26,000,000.00.)

6) The information about conclusion of the agreements described in pt. 1) and pt. 2) above was delayed in compliance with § 2 subpar. 1 pt. 1 of the Directive of the Minister of Finance from April 13, 2006 on the kind of information which can violate the right interest of the Issuer and the procedure of the Issuer in connection with delaying the release of confidential information to the public – as its publication on the date of conclusion of the agreements that is before the introduction of shares in ABC Data S.A. to trading on the regulated market of GPW S.A. could have violated the right interest of the Company. The information about conclusion of the agreements in question was provided to the Polish Financial Supervision Authority in the Current Report 1/2010/pouf. from May 20, 2010.

7) The objective of the agreements described above is to regulate the rights of MCI.EV to acquire in the future shares in ABC Data S.A. held today by the Company and MCI SKA. MCI.EV is an entity which ultimately shall hold all shares in ABC Data S.A. held by the companies from MCI Group mentioned above.

Legal basis:
§ 5 subpar. 1 pt. 3 of the Directive of the Minister of Finance on current and periodic information.

Roman Cisek – Member of the Management Board

Marek Wencki – Proxy