RB nr 33/2007

Legal basis: Art. 56 subpar. 1 pt. 2 of the Act on Public Offering and § 39 subpar. 1 pt. 1) and pt. 2) of RO

The Management Board of MCI Management S.A. informs that on May 22, 2007 a notification of the Company on the convocation of the Ordinary General Assembly on June 25, 2007 was published in Monitor Sądowy i Gospodarczy.

The following is the content of the notification:
“The Management Board of MCI Management SpĂłłka Akcyjna, with its registered office in Wrocław, ul. Św. Mikołaja 7, incorporated in the register of entrepreneurs of the National Court Register on March 28, 2001 by the District Court for Wrocław Fabryczna, Commercial Division VI of the National Court Register under number KRS 0000004542 (hereinafter referred to as the “Company”), acting on the basis of Art. 395 par. 1, Art. 399 § 1 and Art. 402 of the Commercial Companies Code and on the basis of § 19 subpar. 1 of the Statutes of the Company hereby convenes the Ordinary General Assembly of the Company on June 25, 2007. The session of the General Assembly shall begin at 3:00 p.m. in the Brussels/Paris conference room in SOFITEL hotel at Św. Mikołaja 67 in Wrocław – with the following agenda:

1. Opening of the Assembly.
2. Election of the Chairperson of the Assembly.
3. Verification of the correct convocation of the Assembly.
4. Approval of the agenda of the Assembly.
5. Consideration of the financial statements of the Company for 2006.
6. Consideration of the Management Board report on the operations of the Company for 2006.
7. Consideration of the report and conclusions of the Supervisory Board on the audit of the financial statements of the Company for 2006.
8. Adoption of the resolutions on the financial statements of the Company for 2006:
a) approval of the financial statements of the Company for 2006;
b) approval of the Management Board report on the operations of the Company for 2006;
c) approval of the Supervisory Board report on the audit of the financial statements and operations in 2006;
d) granting of approval of the performance by the members of the Management Board of their duties in 2006,
e) granting of approval of the performance by the members of the Supervisory Board of their duties in 2006;
f) distribution of profits of the Company for 2006.
9. Consideration of the consolidated financial statements of the MCI Group Capital for 2006.
10. Adoption of a resolution on approval of the consolidated financial statements of the MCI Group Capital for 2006.
11. Adoption of resolutions on amending § 14, 15, 18, 21, 22 of the Statutes of the Company.
12. Adoption of a resolution on amending § 7 of the Statutes in the scope regarding authorization of the Management Board of the Company to use the authorized capital of the Company including the right of the Management Board to restrict the pre-emptive right to the shares by previous shareholders.
13. Adoption of a resolution on establishing the unified text of the Statutes of the Company.
14. Adoption of a resolution on authorization of the Supervisory Board to establish the unified text of the Statutes of the Company.
15. Adoption of a resolution on granting the consent to bring a part of the enterprise of the Company to MCI Capital TFI SA.
16. Adoption of the resolutions on issue of the shares of the Company to be used in the Incentive Program of the Company for the years 2008-2012:
a) Resolution on the acceptance of the rules of the Incentive Program of the Company for the years 2008-2012;
b) Resolution on granting the consent to dematerialization of the shares and conclusion by the Company of agreements with the National Depository for Securities for registration of the shares of the Company;
c) Resolution on granting the consent and authorization of the Company to undertake legal acts aiming at admitting the shares of the Company to trading on the regulated market of the Warsaw Stock Exchange.
17. Making changes in the membership of the Supervisory Board of the 4th Term of Office.
18. Adoption of a resolution on approval of the By-Laws of the Supervisory Board.
19. Adoption of a resolution on amending the resolution no. 20/ZWZA/2006 from June 26, 2006 and on establishing new rules of remuneration for the members of the Supervisory Board.
20. Adoption of a resolution on amending the Rules of the General Assembly Sessions.
21. Closing of the session.

In connection with the intent to amend the Statutes of the Company – according to Art. 402 § 2 of the Commercial Companies Code – the Management Board hereby provides the wording of the previous and suggested new provisions of the Statutes of the Company:

Previous wording of § 7 subpar. 13 pt. a) and pt. b):
a) the Management Board of the Company shall be entitled to increase the share capital by May 31, 2008 by up to PLN 12,200,000.00 (twelve million two hundred thousand) zlotys;
b) the Management Board may exercise its right by one or more successive increases of the share capital as the authorized capital;

Suggested wording of § 7 subpar. 13 pt. a) and pt. b):
a) the Management Board of the Company shall be entitled to increase the share capital by June 25, 2010 by up to PLN 12,200,000.00 (twelve million two hundred thousand) zlotys;
b) the Management Board may exercise its right by one or more successive increases of the share capital as the authorized capital or it may exercise its right by conducting one or more successive issues of subscription warrants as the authorized capital;

Previous wording of § 14 subpar. 16:
16. The meetings of the Supervisory Board shall be convoked with prior 7 (seven) day notification by registered mail with additional notification by fax of those members of the Supervisory Board who wish so, unless all members of the Supervisory Board consent in writing to hold the meeting and waive the service of the 7 (seven) day notice.
17. The meetings of the Supervisory Board may be held over the telephone or with the use of other electronic means of communication, in a way which shall enable all members of the Supervisory Board to participate in such a meeting to communicate with one another. The resolutions adopted at such a meeting shall be valid provided the attendance list and the minutes of such a meeting are signed by each member of the Supervisory Board who participated in it and on condition that all members of the Supervisory Board were notified of the contents of the draft of the resolution. In such a case it is assumed that the meeting took place and the minutes were recorded was the place where the Chairperson or in his absence the Vice-Chairperson of the Supervisory Board was if the meeting was chaired by him. The members of the Supervisory Board may take part in the adoption of the resolutions by casting their vote through another member of the Supervisory Board with the exception of the matters put on the agenda at the meeting of the Supervisory Board.

Suggested wording of § 14 subpar. 16 and subpar. 17:
16. The meetings of the Supervisory Board shall be convoked with prior 7 (seven) day notification delivered to the members of the Supervisory Board by registered mail or by electronic mail, unless all members of the Supervisory Board consent to hold the meeting and waive the service of the 7 (seven) day notification referred to above. The consent may be expressed to the person convening the meeting of the Supervisory Board provided with the use of any of the means or method of distant communication.
17. The meetings of the Supervisory Board may be held over the telephone or with the use of other electronic means of communication, in a way which shall enable all members of the Supervisory Board to participate in such a meeting to communicate with one another. The resolutions adopted at such a meeting shall be valid provided the minutes of such a meeting are signed by each member of the Supervisory Board who participated in it and on condition that all members of the Supervisory Board were notified of the contents of the draft of the resolution. In such a case it is assumed that the meeting took place and the minutes were recorded was the place where the Chairperson or in his absence the Vice-Chairperson of the Supervisory Board was if the meeting was chaired by him. The members of the Supervisory Board may take part in the adoption of the resolutions by casting their vote through another member of the Supervisory Board with the exception of the matters put on the agenda at the meeting of the Supervisory Board.

Previous wording of § 15 subpar. 2:
1. The Supervisory Board shall perform its duties by adoption of resolutions and they shall include in particular the following:
a) examination of balance sheet and income statement at the end of each financial year as to both its consistence with the books and documents and with the actual state,
b) examination of the report of the Management Board and the conclusions of the Management Board as to the division of profits and coverage of losses,
c) submission to the General Assembly annual reports in writing on the results of the examinations, referred to in points \”a\” and \”b\”,
d) suspension of individual or all members of the Management Board of the Company due to important reasons,
e) delegation of the members of the Supervisory Board to temporarily perform the activities of the members of the Management Board who are unable to perform their activities,
f) setting the rules of the remuneration of the President of the Management Board and at his request of the members of the Management Board of the Company,
g) adoption of the By-Laws of the Supervisory Board and approval of the By-Laws of the Management Board of the Company,
h) granting permission for the creation of new companies, for the purchase by the Company of stocks or shares, or for the sale of stocks or shares possessed by the Company, if the value of such a transaction exceeds 2,000,000.00 (two million zlotys) and the transaction was not assumed in the budget of the Company approved in compliance with the provisions of the Statutes,
i) expressing opinion on the annual budget of costs of operations of the Company,
j) appointment of the registered auditor to audit the financial statements of the Company,
k) granting permission for the provision, pursuant to any legal title, by the Company or the companies affiliated with the Company (as provided in § 14 subpar.7 of the Statutes of the Company) for the members of the Management Board of the Company,
l) granting permission for the conclusion by the Company or its dependant company of an important agreement with a company affiliated with the Company, with a member of the Supervisory Board, with a member of the Management Board of the Company or with their affiliated companies,
m) granting permission for the acquisition by the Company of its own shares, with the exception of the situation as defined in Art. 362 § 1 pt. 2) of the Commercial Companies Code,
n) granting the Company a permission for contracting liabilities (making transactions) of the value in excess of 2,000,000.00 (two million zlotys) in one financial year which were not accounted for in the budget approved in accordance with the provisions of the Statutes of the Company if such liabilities (transactions) regard:
(1) individual or a series of liabilities (transactions) connected with one another, including but not limited to the provisional and forward liabilities (transactions);
(2) loans and credits;
(3) granting guarantees by the Company and contracting liabilities by the Company for guarantees and other off-balance liabilities, with the exception of the activities which secure the Company\”s own liabilities;
(4) establishment of pledge, mortgage, transfer of ownership as security for a debt and other encumbrances of the Company\”s property;
(5) sale of tangible assets of the Company.
o) granting permission for the decisions of the Management Board of the Company connected with an increase of the share capital as the authorized capital, in accordance with the provisions of § 7 subpar. 13 of the Statutes.

Suggested wording of § 15 subpar. 2:
2. The Supervisory Board shall perform its duties by adoption of resolutions and they shall include in particular the following:
a) examination of the report of the Management Board on the operations of the Company and the financial statements for previous financial year as to both their consistence with the books and documents and with the actual state as well as the conclusions of the Management Board as to the division of profits and coverage of losses and submission to the General Assembly annual reports in writing on the results of that examination and operations of the Supervisory Board;
b) suspension of individual or all members of the Management Board of the Company due to important reasons,
c) delegation of the members of the Supervisory Board to temporarily perform the activities of the members of the Management Board who are unable to perform their activities,
d) setting the rules of the remuneration of the President of the Management Board and at his request of the members of the Management Board of the Company,
e) adoption of the By-Laws of the Supervisory Board and approval of the By-Laws of the Management Board of the Company,
f) granting permission for the creation of new companies, for the purchase by the Company of stocks or shares, or for the sale of stocks or shares possessed by the Company, if the value of such a transaction exceeds 3.50% (three and fifty hundredths percent) of the balance amount of the Company assets indicated in the most current published quarterly financial report of the Company if the transaction was not assumed in the budget of the Company approved the Supervisory Board in compliance with the provisions of the Statutes,
g) expressing opinion on the annual budget of costs of operations of the Company,
h) appointment of the registered auditor to audit the financial statements of the Company,
i) granting permission for the provision, pursuant to any legal title, by the Company or the companies affiliated with the Company (as provided in § 14 subpar.7 of the Statutes of the Company) for the members of the Management Board of the Company,
j) granting permission for the conclusion by the Company or its dependant company of an important agreement with a company affiliated with the Company, with a member of the Supervisory Board, with a member of the Management Board of the Company or with their affiliated companies,
k) granting permission for the acquisition by the Company of its own shares, with the exception of the situation as defined in Art. 362 § 1 pt. 2) of the Commercial Companies Code,
l) granting the Company a permission for contracting liabilities (making transactions) of the value in excess of 3.50% (three and fifty hundredths percent) of the balance amount of the Company assets indicated in the most current publishes quarterly financial report of the Company if the transaction was not assumed in the budget of the Company approved by the Supervisory Board in compliance with the provisions of the Statutes and if such liabilities (transactions) regard:
(1) individual or a series of liabilities (transactions) connected with one another, including but not limited to the provisional and forward liabilities (transactions);
(2) loans and credits;
(3) granting guarantees by the Company and contracting liabilities by the Company for guarantees and other off-balance liabilities, with the exception of the activities which secure the Company\”s own liabilities;
(4) establishment of pledge, mortgage, transfer of ownership as security for a debt and other encumbrances on the Company\”s property;
(5) sale of tangible assets of the Company.
m) granting permission for the decisions of the Management Board of the Company connected with the use of the rights regarding the authorized capital, in accordance with the provisions of § 7 subpar. 13 of the Statutes.

Previous wording of § 18 subpar. 2 and subpar. 3:
2. The adoption by the Supervisory Board of a resolution on the matters indicated above in § 15 subpar. 2 letter f), i), j) and from m) to o) of the Statutes shall require casting of the vote for such a resolution by the member of the Supervisory Board appointed by the shareholder in accordance with § 14 subpar. 2 letter a) of the Statutes or else it shall be null and void.
3. The adoption by the Supervisory Board of a resolution on the matters indicated above in § 15 subpar. 2 letter k) and l) of the Statutes shall require casting of the vote for such a resolution by the majority of the independent members of the Supervisory Board or else it shall be null and void.

Suggested wording of § 18 subpar. 2 and subpar. 3:
2. The adoption by the Supervisory Board of a resolution on the matters indicated above in § 15 subpar. 2 letter d), g), h) and from k) to m) of the Statutes shall require casting of the vote for such a resolution by the member of the Supervisory Board appointed by the shareholder in accordance with § 14 subpar. 2 letter a) of the Statutes or else it shall be null and void.
3. The adoption by the Supervisory Board of a resolution on the matters indicated above in § 15 subpar. 2 letter i) and j) of the Statutes shall require casting of the vote for such a resolution by the majority of the independent members of the Supervisory Board or else it shall be null and void.

Previous wording of § 21 subpar. 1:
1. Unless the Commercial Code provides otherwise, the General Assembly shall be valid independent of the number of shares represented in it.

Suggested wording of § 21 subpar. 1:
1. Unless the Commercial Companies Code provides otherwise, the General Assembly shall be valid independent of the number of shares represented in it.

Previous wording of § 22 letter a), letter d) and letter e):
a) consideration and approval of the report of the Management Board and the Supervisory Board, balance sheet and income statement for the previous year and the approval of the performance of the duties of the members of the Company\”s bodies;
d) sale of the company\”s real estate;
e) issue of bonds, including bonds convertible into shares and with the pre-emptive right;

Suggested wording of § 22 letter a), letter d) and letter e):
a) consideration and approval of the report of the Management Board on the operations of the Company, consideration and approval of the report of the Supervisory Board, consideration and approval of the financial statements of the Company as well as the consolidated financial statements of the capital group for previous reporting year and the approval of the performance of the duties of the members of the Company\”s bodies;
d) sale of the Company\”s real estate;
e) issue of bonds, including bonds convertible into shares and with the pre-emptive right and issue of subscription warrants;

The shareholders who at least a week before the date of the General Assembly, that is before June 18, 2007 submit at the seat of the Company between 9:00 a.m. and 4:00 p.m. the registered depositary certificates issued by the entity operating the securities account in accordance with the provisions on public trading in securities and they shall not take the submitted depositary certificates before the end of the session of the General Assembly shall be entitled to participate in the General Assembly.
The shareholders can participate in the General Assembly in person or by proxy authorized in writing, or else it shall be null and void. Neither a member of the Management Board nor an employee of the Company shall be a shareholder’s proxy. The representatives of legal persons shall provide valid extracts from the National Court Register listing the persons authorized to represent those entities or produce the powers of attorney signed by the persons listed in such an extract.
A copy of the financial statements, report of the Management Board, report of the Supervisory Board, a copy of the registered auditor opinion and materials on other matters included in the agenda shall be displayed for the shareholders fifteen days before the beginning of the session of the General Assembly.
The list of the shareholders authorized to participate in the General Assembly shall be displayed for three weekdays before the beginning of the session of the General Assembly.
The materials and the list of the shareholders shall be displayed in the office of the Company in Wrocław at Św. Mikołaja 7, (3rd floor of the Renaissance Business Centre building).”