RB nr 25/2010

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. hereby informs about the agreement for financial support concluded on June 30, 2010 between Krajowy Fundusz Kapitałowy SpĂłłka Akcyjna, MCI Capital Towarzystwo Funduszy Inwestycyjnych SpĂłłka Akcyjna, MCI Management SpĂłłka Akcyjna and IIF SpĂłłka Akcyjna (hereinafter “Agreement”.)

On August 3, 2009 the tenders submitted in the Open Call for Tenders were opened and among others the offer of MCI Capital Towarzystwo Funduszy Inwestycyjnych S.A. was selected by the National Capital Fund (hereinafter “KFK”.)

The agreement provides for the creation by MCI Capital Towarzystwo Funduszy Inwestycyjnych S.A. of an investment fund (a capital fund in the meaning of the Agreement) under the name of Internet Ventures Fundusz Inwestycyjny Zamknięty (hereinafter “Fund”) in the meaning of the Act from May 27, 2004 on Investment Funds (Dz. U. 2004, no. 146, item. 1546, as amended) whose exclusive object of operations shall be allocating financial means raised through a non-public offering of an acquisition of investment certificates in the securities, instruments of monetary market and other proprietary rights defined in the Act and the statutes of the Fund.

The Fund shall be managed jointly by MCI Management S.A. and IIF S.A. teams that have the greatest experience and competences in Poland in the scope of investments made by technological companies.

The investment strategy of the Fund assumes a diversification of the portfolio by sector through investments in the projects in such areas as: e-commerce and m-commerce (B2C), internet portals and community websites, mobile/wireless as well as internet applications and technologies, solutions for telecommunications and electronic media, digital content, on-line games and entertainment sites, e-payment and m-payment, e-advertising and m-advertising as well as cloud computing.

The Fund shall focus on investments in their early stages of development and at the stage of growth.

The agreement assumes KFK will provide the Fund with the financial support by subscribing investment certificates issued by the Fund of the value (at the issue price) of PLN 40,000,000.00 (forty million) and bonds issued by the Fund of the value (at the issue price) of PLN 10,000,000.00 (ten million;)

The ultimate capitalization of the Fund has been set at PLN 100,000,000 (one hundred million) and the investment certificates shall be subscribed by the investors referred to above in compliance with the rules specified in the terms and conditions of the issue regarding the following issues of the investment certificates:
– KFK undertook to subscribe the investment certificates of the Fund for the total amount of PLN 40,000,000.00 (forty million;)
– MCI Management S.A. undertook to subscribe the investment certificates of the Fund for the total amount of PLN 25,000,000.00 (twenty five million;)
– IIF S.A. undertook to subscribe the investment certificates of the Fund for the total amount of PLN 25,000,000.00 (twenty five million.)

The Agreement provides for contractual penalties whose amount can exceed 10% of the value of the agreement or at least the equivalent of EUR 200,000 expressed in PLN according to the exchange rate published by the National Bank of Poland valid as of the date of conclusion of the Agreement. The maximum level of the contractual penalty in reference to each of the parties of the Agreement shall equal the value of the investment certificates subscribed by each of the parties of the Agreement.

The conditions precedent to the Agreement coming into force shall be obtaining of the permit granted by the Polish Financial Supervision Authority to establish the Fund as well as obtaining of the permit granted by the President of the Office of Competition and Consumer Protection to operate it.

KFK’s rules of financing take into account the preferential treatment of the commercial investors in the fund in which KFK is an investor (http://www.kfk.org.pl).

The value of the signed agreement exceeds 10% of equity capitals of the Issuer (MCI Management S.A.) and it is considered a significant agreement.

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