RB nr 30/2007

Legal basis: § 5, subpar. 1, pt. 1 of RO

The Management Board of MCI Management S.A. informs that on May 15, 2007 all conditions precedent of the provisional agreement between MCI Management SA and One-2-One SA signed on April 4, 2006 regarding the sale of 853 shares of Comtica Sp. z o.o. with the total nominal value of PLN 426,500.00 and assignment of loans granted by MCI Management to Comtica and persons managing Comtica for the total amount of PLN 161,860.00 from MCI Management S.A. to One-2-One S.A have been fulfilled.

One-2-One shall pay PLN 2,338,140.00 for the shares acquired from MCI Management S.A. corresponding to 74.63% in the Share capital of the company. The price for the shares shall be paid as follows: 1). Portion of the price in the amount of PLN 838,140.00 shall be paid in cash and 2). Portion in the amount of PLN 1,500,000.00 shall be settled by taking up/acquisition by MCI Management S.A. of One-2-One SA shares which shall be issued within private subscription and offered to the seller in a non-public offer in the amount equal the quotient of the selling price of the shares and the issue price of One-2-One S.A. shares. One-2-One shall offer MCI Management the acquisition of its shares at issue price equal the average price of One-2-One S.A shares established on the basis of the quotations of these shares on the regulated market of the Warsaw Stock Exchange from January 1, 2007 to March 31, 2007. The payment for the assignment of the loans shall be made in cash.

The finalization of the transaction is the result of the implementation of the arrangement made between MCI Management and One-2-One from November 29, 2006 according to which One-2-One had the right of first refusal of Comtica shares from MCI Management. The transaction was conducted at arm’s length and the representatives of MCI Management on the One-2-One Supervisory Board due to the conflict of interest restrained from voting at adoption of the resolutions accepting the transaction.

The rate of return on MCI investment in Comtica Sp. z o.o. was 2.45 times the capital invested with IRR at 80.4%; the profit realized on the transaction of sale of the shares reached PLN 1,376,089.

The sale of Comtica is in line with the plan of exits from investments planned by the fund for 2007. Due to the synergy the takeover of the Company by a strategic investor such as One-2-One shall provide for further development of Comtica and One-2-One competences mainly in the scope of building interactive formats and video/audio streaming for the clients from the media and telecommunications sector.

The stake of sold shares corresponds to over 20% of the share capital of Comtica sp. z o.o. and is considered asset of significant value.