RB nr 26/2011

Legal basis:
Art. 4 subpart. 2 of the Commission Regulation (EC) No. 2273/2003 of Dec. 22, 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programs and stabilization of financial instruments (Official Journal EU L 336/33) in connection with Art. 39 subpar. 3 of the Act on Trading in Financial Instruments
Content of the report:
The Management Board of MCI Management S.A. informs that the Ordinary General Assembly held on June 30, 2011 adopted Resolution No. 24/ZWZ/2011 on authorizing the Management Board to acquire the Company’s own shares (“Buy-Back Program”). Taking into account the obligations of the Company connected with the implementation of the own shares Buy-Back Program arising from Art. 39 subpar. 3 of the Act on Trading in Financial Instruments and the provisions of the Commission Regulation (EC) No. 2273/2003 of Dec. 22, 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programs and stabilization of financial instruments (hereinafter the “Commission Regulation (EC) No. 2273/2003) – the Management Board of MCI Management S.A. hereby provides the public with the following detailed information regarding the implementation of the Buy-Back Program:
1) Objective of the Buy-Back Program:
The objective of the Company’s own shares Buy-Back Program is to decrease in the Company’s share capital by redeeming the Company’s shares acquired under the Buy-Back Program. The implementation of the Buy-Back Program is in the interest of the Company and its shareholders in the situation when the stock exchange rate of the Company’s shares is below the net value of the Company’s assets (NAV) per one share. The implementation of the Buy-Back Program can give the shareholders in the medium and long-term an increase in the value of the Company’s shares held by them.
2) Duration of the Buy-Back Program:
The Buy-Back Program shall begin on July 11, 2011 and finish on June 30, 2012.
3) The maximum number of shares to be acquired during the Buy-Back Program:
Under the Buy-Back Program the Management Board can acquire no more than 5% of the Company’s shares traded on the regulated market of the Warsaw Stock Exchange (“WSE”) on June 30, 2011 provided that in each calendar quarter of the implementation of the Buy-Back Program the number of the Company’s shares which were acquired shall not exceed 2% of the number of the Company’s shares traded on the regulated market of the WSE on June 30, 2011.
4) The maximum value of funds to be spent on the implementation of the Buy-Back Program:
The General Assembly of the Company decided to create a reserve fund to operate as the “Buy-Back Program Settlement Fund” in order to finance and settle the acquisition of its own shares by the Company under the Buy-Back Program and supply it with a portion of the Company’s indivisible net profits remaining in the Company’s share capital. Taking into account the restrictions defined below, the amount of the supplementary capital separated in order to create the Buy-Back Program Settlement Fund shall not exceed 10% (ten percent) of the supplementary capitals of the Company as of March 31, 2011. However, the amount of the separated and used supplementary capital to implement the Buy-Back Program shall: (i) never cause the value of the remaining supplementary capital of the Company to be lower than the value of the registered share capital of the Company increased by the reserves established in compliance with applicable legal regulations and (ii) it shall never exceed 5% (five percent) of the capitalization of the Company calculated as of June 30, 2011.
5) The maximum price of acquisition of own shares during the implementation of the Buy-Back Program:
Taking into account the observance by the Company of additional restrictions provided in the Commission Regulation No. 2273/2003, the maximum unit price for one share acquired during the Buy-Back Program shall not exceed PLN 7.98, that is the net value of the Company’s assets (NAV) as of December 31, 2010 per one share of the Company. With the consent of the Supervisory Board the maximum unit price for one acquired share, referred to above, can be increased to the net value of the assets of the Company calculated as of the end of the calendar quarter of the implementation of the Buy-Back Program per one share of the Company provided that the maximum unit price shall not exceed PLN 10.00 per share.
6) The minimum price of acquisition of own shares during the implementation of the Buy-Back Program:
The minimum unit price for one share acquired during the Buy-Back Program shall not be lower than the net value of the assets of the Company (NAV) as of December 31, 2010 per one share of the Company decreased by the discount of 25% (twenty five percent).
7) Other parameters of the implementation of the Buy-Back Program:
The Company cannot acquire on a regulated market more than 25% of the average daily value of trading in shares on any day on a regulated market where purchases are made. The average daily value of trading in shares is based on the average daily value of trading in Company’s shares in the month preceding the month when the public is informed of the Buy-Back Program and it is calculated on that basis for the duration of the Program. In the case of exceptionally low liquidity of the Company’s shares on a regulated market, the Management Board can exceed the limit of 25%, referred to in 1 above, provided the following conditions are met: (i) the Company shall in advance notify the Financial Supervision Commission of its intention to exceed the limit of 25%, (ii) the Company shall inform the public in the form of a current report that it can exceed the limit of 25%, (iii) the Company shall not exceed 50% of the average daily value.
The Management Board is entitled to implement the Buy-Back Program only as regards the shares traded on the WSE. The shares can be purchased during the stock exchange trading session and in off-session transactions.
8) Use of own shares acquired during the implementation of the Buy-Back Program:
The Management Board shall redeem all shares acquired under the Buy-Back Program. Upon the consent of the Supervisory Board, the Management Board can use some or all of the acquired shares in the Company’s incentive plan. The Management Board of the Company shall convene the General Assembly within three months from the completion of the Buy-Back Program to adopt the resolutions on redeeming the shares acquired by the Company under the Buy-Back Program which shall not be used in the Company’s incentive plan.

Furthermore, acting in compliance with Art. 6 subpar. 3 of the Commission Regulation (EC) No. 2273/2003 of Dec. 22, 2003, the Management Board hereby sets and publishes the following schedule of the Buy-Back Program.
On the days;
– from July 12, 2011 to July 16, 2011 not more than 232 385 shares can be bought backš,
– from July 19, 2011 to July 23, 2011 not more than 232 385 shares can be bought backš,
– from July 26, 2011 to 30 July, 2011 not more than 232 385 shares can be bought backš,
– from August 2, 2011 to August 6, 2011 not more than 232 385 shares can be bought back˛,
– from August 9, 2011 to August 13, 2011 not more than 232 385 shares can be bought back˛,
– from August 16, 2011 to August 20, 2011 not more than 232 385 shares can be bought back˛,
– from August 23, 2011 to August 27, 2011 not more than 232 385 shares can be bought back˛,
– from August 30, 2011 to August 31, 2011 not more than 46 477 shares can be bought back˛.
š provided that the Company’s shares acquired every day shall constitute not more than 25% of the average daily value of trading in shares on any day on the market of the WSE, calculated on the basis of the average daily value of trading in the Company’s shares in June 2011 on the market of the WSE;
˛ provided that the Company’s shares acquired every day shall constitute not more than 25% of the average daily value of trading in shares on any day on the market of the WSE, calculated on the basis of the average daily value of trading in the Company’s shares in July 2011 on the market of the WSE;

The Schedule of the Buy-Back Program was set for the month of July and August. In the case when the schedule of the Buy-Back Program is set for the next months, the public shall be informed about it in the form of a current report.

During the implementation of the Buy-Back Program, the Management Board of MCI Management S.A. shall provide in its current reports the information on the status of implementation of the Buy-Back Program (in the scope required in Art. 4 subpar. 3 and 4 of the Commission Regulation No. 2273/2003) and all information about changes in the implementation of the Buy-Back Program.

Magdalena Pasecka – Member of the Management Board
Tomasz Czechowicz – President of the Management Board