RB nr 33/2012

Komisja Nadzoru Finasowego

The Management Board of MCI Management S.A., with its registered seat in Warsaw, ul. Emilii Plater 53 hereby informs the public about the resolutions adopted at the Ordinary General Assembly on June 5, 2012.
The adopted resolutions are included bellow.
The Ordinary General Assembly did not resign from adopting any of the planned resolutions.
RESOLUTION NO. 01/ZWZ/2012
of the Ordinary General Assembly of the Company
on election of the Chairperson of the Assembly
The Ordinary General Assembly of the Company hereby elects Ryszard Ptasiński as Chairperson of the General Assembly.

Resolution no. 02/ZWZ/2012
of the Ordinary General Assembly of the Company
on adoption of the agenda of the Ordinary General Assembly
The Ordinary General Assembly of MCI Management S.A. hereby adopts the agenda as published on May 10, 2012 on its website: www.mci.pl.

Resolution no. 03/ZWZ/2012
of the Ordinary General Assembly of the Company
on approval of the financial statements of the Company
for the financial year 2011
§ 1.
The Ordinary General Assembly of MCI Management S.A., on the basis of the discussion, decided to approve the financial statements of the Company for the financial year of 2011 submitted by the Management Board which includes:
1) report on total incomes of the Company for the reporting period from January 1, 2011 until December until 31, 2011 which presents net profit in the amount of PLN 19,100 thousand,
2) report on total incomes of the Company for the reporting period from January 1, 2011 until December until 31, 2011 which presents income in the amount of PLN 23,613 thousand,
3) report on the financial situation of the Company made as of December 31, 2011 which presents the sum of PLN 640,335 thousand on the side of assets and liabilities,
4) movements in equity capital of the Company for the period from January 1, 2011 until 31 December 2011 which presents an increase in equity capital by the amount of PLN 33,460 thousand,
5) report on cash flows for the period from January 1, 2011 until 31, December 2011 which presents an increase in cash by the amount of PLN 2,141 thousand,
6) notes to the financial statements for the reporting period from January 1, 2011 until December until 31, 2011.
§ 2.
The resolution comes into effect as of the day of its adoption.
Resolution no. 04/ZWZ/2012
of the Ordinary General Assembly of the Company
on approval of the Management Board report
on the operations of the Company in 2011
§ 1.
The Ordinary General Assembly of MCI Management S.A. hereby decides to approve the Management Board report on the operations of the Company in 2011 submitted by the Management Board.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 05/ZWZ/2012
of the Ordinary General Assembly of the Company
§ 1.
The Ordinary General Assembly of MCI Management S.A. hereby decides to approve the âSupervisory Board Report on Operations in 2011â submitted by the Supervisory Board, including the evaluations submitted by the Board of:
• work of the Supervisory Board in 2011,
• situation of the Company in 2011, taking account of the evaluation of the internal control system in the Company and the risk management system which is significant for the Company.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 06/ZWZ/2012
of the Ordinary General Assembly of the Company
The Ordinary General Assembly of MCI Management S.A., on the basis of the results of secret ballot, hereby decides to approve the operations of the President of the Management Board – Tomasz Czechowicz for the period of his operations in the Management Board of the Company from 01.01.2011 until 31.12.2011.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 07/ZWZ/2012
of the Ordinary General Assembly of the Company
on
§ 1.
The Ordinary General Assembly of MCI Management S.A., on the basis of the results of secret ballot, hereby decides to approve the operations of the Vice President of the Management Board – Konrad Sitnik for the period of his operations in the Management Board of the Company from 01.01.2011 until 31.12.2011.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 08/ZWZ/2012
of the Ordinary General Assembly of the Company
on
§ 1.
The Ordinary General Assembly of MCI Management S.A., on the basis of the results of secret ballot, hereby decides to approve the operations of the Member of the Management Board – Roman Cisek for the period of his operations in the Management Board of the Company from 01.01.2011 until 28.03.2011.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 9/ZWZ/2012
of the Ordinary General Assembly of the Company
on

§ 1.
The Ordinary General Assembly of MCI Management S.A., on the basis of the results of secret ballot, hereby decides to approve the operations of the Vice President of the Management Board – Beata Stelmach for the period of her operations in the Management Board of the Company from 01.01.2011 until 31.03.2011.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 10/ZWZ/2012
of the Ordinary General Assembly of the Company
on
§ 1.
The Ordinary General Assembly of MCI Management S.A., on the basis of the results of secret ballot, hereby decides to approve the operations of the Member of the Supervisory Board – Sylwester Janik for the period of his operations in the Management Board of the Company from 01.01.2011 until 31.12.2011.
§ 2.
The resolution comes into effect as of the day of its adoption.
.

Resolution no. 11/ZWZ/2012
of the Ordinary General Assembly of the Company
on
§ 1.
The Ordinary General Assembly of MCI Management S.A., on the basis of the results of secret ballot, hereby decides to approve the operations of the Member of the Supervisory Board – Magdalena Pasecka for the period of her operations in the Management Board of the Company from 28.03.2011 until 31.12.2011.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 12/ZWZ/2012
of the Ordinary General Assembly of the Company
on
§ 1.
The Ordinary General Assembly of MCI Management S.A., on the basis of the results of secret ballot, hereby decides to approve the operations of the Chairperson of the Supervisory Board – Hubert Janiszewski for the period of his operations from 01.01.2011 until 31.12.2011.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 13/ZWZ/2012
of the Ordinary General Assembly of the Company
on
§ 1.
The Ordinary General Assembly of MCI Management S.A., on the basis of the results of secret ballot, hereby decides to approve the operations of the Member of the Supervisory Board – Wojciech Siewierski for the period of his operations from 01.01.2011 until 31.12.2011.
§ 2.
The resolution comes into effect as of the day of its adoption.
Resolution no. 14/ZWZ/2012
of the Ordinary General Assembly of the Company
on
§ 1.
The Ordinary General Assembly of MCI Management S.A., on the basis of the results of secret ballot, hereby decides to approve the operations of the Member of the Supervisory Board – Sławomir Lachowski for the period of his operations from 01.01.2011 until 31.12.2011.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 15/ZWZ/2012
of the Ordinary General Assembly of the Company
on
§ 1.
The Ordinary General Assembly of MCI Management S.A., on the basis of the results of secret ballot, hereby decides to approve the operations of the Member of the Supervisory Board – Andrzej Olechowski for the period of his operations from 01.01.2011 until 31.12.2011.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 16/ZWZ/2012
of the Ordinary General Assembly of the Company
on
§ 1.
The Ordinary General Assembly of MCI Management S.A., on the basis of the results of secret ballot, hereby decides to approve the operations of the Member of the Supervisory Board – Marek GĂłra for the period of his operations from 01.01.2011 until 31.12.2011.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 17/ZWZ/2012
of the Ordinary General Assembly of the Company
on distribution of profits of the Company for 2011
§ 1.
The Ordinary General Assembly of MCI Management S.A. hereby decides that net profit presented in the financial year from 01.01.2011 until 31.12.2011 in the amount of PLN 19,100 thousand is in total allotted to the supplementary capital of the Company.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 18/ZWZ/2012
of the Ordinary General Assembly of the Company
on approval of the consolidated financial statements
of MCI Capital Group for the financial year 2012
§ 1.
The Ordinary General Assembly of MCI Management S.A., on the basis of the discussion, hereby decides to approve the consolidated financial statements of MCI Capital Group for the financial year of 2011 submitted by the Management Board which include:
1) consolidated report on total incomes of MCI Capital Group for the reporting period from January 1, 2011 until December 31, 2011 which presents net profit in the amount of PLN 18,690 thousand,
2) consolidated report on total incomes of MCI Capital Group for the reporting period from January 1, 2011 until December 31, 2011 which presents the total income in the amount of PLN 18,690 thousand,
3) consolidated report on the financial situation of MCI Capital Group made as of December 31, 2011 which presents the sum of PLN 640,629 thousand on the side of assets and liabilities,
4) consolidated movements in equity capital of MCI Capital Group for the reporting period from January 1, 2011 until December 31, 2011 which presents an increase in equity capital by the amount of PLN 27,822 thousand,
5) consolidated report on cash flows for the reporting period from January 1, 2011 until December 31, 2011 which presents an increase in cash by the amount of PLN 5,625 thousand,
6) notes to the consolidated report of MCI Capital Group for the reporting period from January 1, 2011 until December 31, 2011.
§ 2.
The resolution comes into effect as of the day of its adoption.

The Chairperson of the Assembly stated that out of 31,373,230 valid votes which were cast in the open vote on the resolution from 31,373,230 shares, representing 50.32% of the share capital, there were 31,373,230 votes âforâ its adoption, no votes âagainstâ it and no âabstentionsâ, as a result of which the resolution was adopted.
Resolution no. 19/ZWZ/2012
of the Ordinary General Assembly of the Company
on issuing âAâ subscription warrants with the right to take on âIâ shares and on exclusion of the pre-emptive right to âAâ subscription warrants
The Ordinary General Assembly of MCI Management S.A. based in Warsaw (âCompanyâ), taking account of the Resolution No. 1 of the Supervisory Board of the Company adopted on April 25, 2012 on assuming the principles of the Incentive Program for 2012 for certain Supervisory Board Members of MCI Management S.A. (âSB Resolution on Incentive Programâ) and acting on the basis of Art. 393 pt. 5) and Art. 453 § 2 and § 3 of the Commercial Companies Code, as well as on the basis of § 22 pt. e) of the Statutes of the Company – resoles as follows:
§ 1.
INTRODUCTORY AND GENERAL PROVISIONS
1. The Ordinary General Assembly of MCI Management S.A., accepting the provisions of the SB Resolution on Incentive Program, in order to allow its execution adopts this Resolution.
2. The capitalized phrases used in this Resolution, unless expressly implied from this Resolution, shall have the meanings ascribed to them in:
a. âIncentive Programâ – in § 1 of the SB Resolution on Incentive Program;
b. âSettlement Periodâ – in § 2 subpar. 1 of the SB Resolution on Incentive Program;
c. âProgram Participantâ – in § 3 of the SB Resolution on Incentive Program;
d. âProgram Implementation Conditionsâ – in § 5 of the SB Resolution on Incentive Program.
§ 2.
ISSUE OF SUBSCRIPTION WARRANTS
1. MCI Management S.A. shall issue not more than 400,000 (four hundred thousand) registered âAâ subscription warrants (âWarrantâ or âWarrantsâ), to take on no more than 400,000 (four hundred thousand) âIâ bearer shares with the nominal value of PLN 1.00 (one) per share (âShareâ or âSharesâ).
2. Only the Program Participants who meet the Program Implementation Conditions provided in § 5 subpar. 2 of the SB Resolution on Incentive Program during the Incentive Program Settlement Period shall be authorized to take on Warrants.
3. The Company shareholders’ pre-emptive right to Warrants shall be fully excluded. In the opinion of the General Assembly the exclusion of the shareholders’ pre-emptive right to Warrants is economically reasonable and in the best interest of the Company, as well as in the interest of the shareholders, which is explained in detail in the âManagement Board Opinionâ attached to this Resolution.
4. The Warrants:
a. shall be issued free of charge,
b. shall be issued in a material form; the Warrants can be issued in collective certificates,
c. shall not be replaced by the bearer subscription warrants,
d. can be transferred by legal transaction only to the Company,
e. can be inherited.
5. The Warrants shall be deposited at the discretion of the Management Board in the Company or with an investment firm selected by the Management Board of the Company authorized to conduct brokerage operations.
6. The Company shall maintain a register of Warrants to record issued Warrants allotted or taken up by the Program Participants.
§ 3.
INCENTIVE PROGRAM IMPLEMENTATION METHOD AND PRINCIPLES
AND THE RULES OF TAKING ON SUBSCRIPTION WARRANTS
1. The Warrants shall be issued outside of public offering which is referred to in Art. 3 subpar. 3 of the Act from July 29, 2005 on Public Offer, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Dz.U.05.184.1539). The number of persons to whom the acquisition of Warrants is offered each time shall not exceed 100.
2. The Warrants should be offered to be taken up by the Program Participant within 14 (fourteen) days from the date of resolution of the Supervisory Board, referred to in § 5 subpar. 6 of the SB Resolution on Incentive Program.
3. The Program Participant shall confirm their intent to take on Warrants by sending to the Company a signed statement of acceptance of the Company offer and the intent to take on Warrants. The form of the statement shall be prepared by the Company. The right to take on Warrants shall be exercised within the non-extendible period of 30 (thirty) days from the date of provision the Program Participant with the Company notification that the Program Implementation Conditions have been met and the Program Participant has become entitled to acquire the Shares, or else such right to take on Warrants shall expire. In the case of sending the statement of acceptance of the Company offer and the intent to take on Warrants by the Program Participant by post (courier) the date of postage stamp (date inscribed by the courier) shall determine whether the deadline has been kept or not.
4. The Management Board of the Company shall issue the Warrants to the Program Participant within 14 (fourteen) days from the date of the receipt of the statement of acceptance of the Company offer and the intent to take on Warrants. The Warrants shall be issued in the office of the Management Board of the Company. The issue of Warrants in the meaning of the provisions of this Resolution shall also include the issue to the Program Participant of the Company certificate confirming the right of the Program Participant to a certain number of Warrants provided by the Company to the depository in compliance with § 2 subpar. 5 of this Resolution.
5. The provisions of the SB Resolution on Incentive Program shall apply to the remaining scope of taking on Warrants by the Incentive Program Participant.
§ 4.
THE RIGHT TO TAKE ON SHARES
1. Each Warrant shall authorize to take on 1 (one) Share.
2. The Shares shall be taken on by the Program Participants at the issue price of one Share (âShare Issue Priceâ) calculated as the arithmetic mean, decreased by 10% (ten percent,) of the exchange quotations of the shares of the Company over the period of six full calendar months immediately before the date of the resolution of the General Assembly on the contingent increase of the share capita of the Company and on the issue of Shares. The mean referred to above shall be calculated at the end of each day when the shares of the Company are quoted on the Warsaw Stock Exchange (âWSEâ) in the system of continuous trading based on the closing prices reached by the shares of the Company in all quotations of the shares of the Company on the WSE the Company which took place over six months.
3. The Issue Price of one Share shall be calculated by a resolution adopted by the Management Board of the Company.
4. The Program Participants, as holders of Warrants, shall be entitled to exercise their right arising from the Warrants to take on Shares within the following periods (âExchange Windowâ):
1) September 25 until October 1, 2013,
2) March 25 until April 1, 2014,
3) March 25 until April 1, 2014,
4) March 25 until April 1, 2015,
5) March 25 until April 1, 2015.
5. In the case when the Exchange Window overlaps in full or in part with the ârestricted periodâ in the meaning of the provisions of Art. 159 from July 29, 2005 on Trading in Financial Instruments (i.e. from October 8, 2010, Journal of Laws No. 211, item 1384 as amended), then the Exchange Window shall be extended or moved by the number of days of the duration of the ârestricted period.â
6. The Program Participant shall decide at their discretion what number of Warrants from which they intent to exercise their right to take on Shares within the Exchange Window.
7. The rights from the Warrants shall expire due to the reasons defined in § 3 subpar. 1 of this Resolution as well as in § 9 of the SB Resolution on Incentive Program.
§ 5.
FINAL PROVISIONS
1. The governing bodies of the Company shall be authorized to take all necessary actions connected with the issue of Warrants and in order to enforce this Resolution.
2. The resolution comes into effect as of the day of registration in the National Court Register.

The Chairperson stated that out of 31,373,230 valid votes which were cast in the open vote on the resolution from 31,373,230 shares, representing 50.32% of the share capital, there were 27,971,708 votes âforâ its adoption, 3,401,522 votes âagainstâ it and no âabstentionsâ, as a result of which the resolution was adopted.

Resolution no. 20/ZWZ/2012
of the Ordinary General Assembly of the Company
on the contingent increase of the share capital of the Company by issuing âIâ shares
with exclusion of the shareholders’ pre-emptive right
and on amending the Statutes
The Ordinary General Assembly of MCI Management S.A. based in Warsaw (also referred to in the Resolution as âCompanyâ), taking account of the Resolution No. 1 of the Supervisory Board of the Company adopted on April 25, 2012 on assuming the principles of the Incentive Program for 2012 for certain Members of the Supervisory Board MCI Management S.A. (âSB Resolution on Incentive Programâ) as well as Resolution No. 19 of the Ordinary General Assembly of MCI Management S.A. adopted on June 5, 2012 on issuing âAâ subscription warrants with the right to take on âIâ shares and on exclusion of the pre-emptive right to âAâ subscription warrants- on the basis of which:
ď§ the Company organizes âIncentive Programâ for certain Supervisory Board Members indicated in § 3 of the SB Resolution on Incentive Program (âProgram Participantsâ);
ď§ Under the Incentive Program, the Incentive Program Participants who meet the conditions provided in the SB Resolution on Incentive Program shall be granted the right to take on not more than 400,000 (four hundred thousand) bearer shares in the Company with the nominal value of PLN 1.00 (one) per share;
ď§ The right of the Program Participants shall be exercised by issuing not more than 400,000 (four hundred thousand) registered subscription warrants authorizing the Program Participants to take on not more than 400,000 (four hundred thousand) bearer shares in the Company,
acting on the basis of Art. 448, Art. 449 § 1 in connection with Art. 445 of the Commercial Companies Code, hereby resolves to contingently increase the share capital of the Company on the following terms:
§ 1.
CONTINGENT INCREASE OF THE SHARE CAPITAL
1. The share capital of the Company shall be contingently increased by not more than PLN 400,000.00 (four hundred thousand.)
2. The contingent increase of the share capital referred to in subpar. 1 shall be done by issuing not more than 400,000 (four hundred thousand) âIâ bearer shares.
§ 2.
OBJECTIVE OF INCREASE
1. The share capital of the Company shall be contingently increased in order to grant the Program Participants holding âAâ subscription warrants the right to take on âIâ shares as specified in this Resolution and in compliance with Art. 448-453 of the Commercial Companies Code.
2. Under Art. 448 § 4 of the Commercial Companies Code an increase of the share capital for the purpose of granting the rights to take on shares by the holders of subscription warrants can be effected solely in accordance with the procedures for the contingent share capital increase.
§ 3.
EXERCISE OF THE RIGHTS TO TAKE ON SHARES
1. The Program Participants, as holders of âAâ subscription warrants, shall be entitled to exercise their right arising from âIâ subscription warrants to take on Shares within the following periods (âExchange Windowâ):
1) September 25 until October 1, 2013,
2) March 25 until April 1, 2014,
3) March 25 until April 1, 2014,
4) March 25 until April 1, 2015,
5) September 25 until October 1, 2015.
2. In the case when the Window Exchange Window overlaps in full or in part with the ârestricted periodâ in the meaning of the provisions of Art. 159 from July 29, 2005 on Trading in Financial Instruments (i.e. from October 8, 2010, Journal of Laws No. 211, item 1384 as amended), then the Window Exchange Window shall be extended or moved by the number of days of the duration of the ârestricted period.â
§ 4.
PERSONS AUTHORIZED TO TAKE ON SHARES
1. âIâ shares can be taken up exclusively by the Program Participants holding âAâ subscription warrants.
2. Each âAâ subscription warrant shall authorize to take on 1 (one) âIâ bearer share.
§ 5.
ISSUE PRICE
1. âIâ shares shall be taken on by the Program Participants at the issue price of one âIâ Share (âShare Issue Priceâ) calculated as the arithmetic mean, decreased by 10% (ten percent,) of the exchange quotations of the shares of the Company over the period of six full calendar months immediately before the date of the resolution of the General Assembly on the contingent increase of the share capita of the Company and on the issue of Shares. The mean referred to above shall be calculated at the end of each day when the shares of the Company are quoted on the Warsaw Stock Exchange (âWSEâ) in the system of continuous trading based on the closing prices reached by the shares of the Company in all quotations of the shares of the Company on the WSE the Company which took place over six months.
2. The Issue Price of one âIâ shall be calculated by a resolution adopted by the Management Board of the Company.
§ 6.
DIVIDEND
1. âIâ shares shall participate in dividend for a given financial year on the following terms:
1) in the case when âIâ shares are issued to a shareholder by the Company for the first time at the latest on dividend day specified in the resolution of the General Assembly of the Company on distribution of profit, these shares shall participate in dividend beginning with profit for previous financial year, that is from the first day of January in the financial year directly preceding the year in which they were issued;
2) in the case when âIâ shares are issued to a shareholder by the Company on the day after dividend day indicated in the resolution of the General Assembly of the Company on distribution of profit, these shares shall participate in dividend beginning with profit for the financial year in which they were issued for the first time, that is by the first day of January that financial year.
2. If âIâ shares are dematerialized, then the âissue of sharesâ referred to in subpar. 1, shall mean crediting âIâ shares to the securities account of the Shareholder.
§ 7.
EXCLUSION OF THE PRE-EMPTIVE RIGHT
1. The shareholders’ pre-emptive right to take on âIâ shares shall be excluded.
2. In the opinion of the General Assembly the exclusion of the pre-emptive right to âIâ shares is economically and financially reasonable and in the best interest of the Company, as well as in the interest of its shareholders, which is explained in detail in the Management Board Opinion.
§ 8.
AUTHORIZATIONS
The Management Board of the Company shall be authorized:
1) to specify detailed rules of concluding âIâ shares subscription agreements, including specifically the places and dates of signing such agreements,
2) to file to the registration court the details required under Art. 452 of the Commercial Companies Code,
3) to take all other actions necessary to perform the provisions arising from this Resolution.
§ 9.
AMENDMENT OF THE STATUTES
As a result of the contingent increase of the share capital of the Company § 7A shall be designated âsubparagraph 1â and after âsubparagraph 1â the following new âsubparagraph 2â shall be added:
â§ 7A.
1. The contingent increase of the share capital of the Company was made on the basis of the Resolution No. 21/ZWZA/2008 of the General Assembly of the Company from June 20, 2008, amended by the Resolution No. 04/NWZA/2009 of the General Assembly from July 31, 2009, whose nominal value was established at the amount not higher than PLN 8,000,000.00 (eight million) by issuing ordinary bearer âJâ shares with the nominal value of PLN 1.00 (one) per each share in the number not higher than 8,000,000 (eight million.) âJâ shares shall be taken up by authorized bond holders who hold the convertible âBâ bonds issued in connection with the resolution No. 03/NWZA/2008 of the General Assembly of the Company from March 27, 2008, amended by the Resolution No. 03/NWZA/2009 from July 31, 2009.
2. The contingent increase of the share capital of the Company was made on the basis of the Resolution No. 20 of the General Assembly of the Company from June 5, 2012 whose nominal value was established at the amount not higher than PLN 4000,000.00 (four hundred thousand) by issuing ordinary bearer âIâ shares with the nominal value of PLN 1.00 (one) per each share in the number not higher than 400,000 (four hundred thousand.) âIâ shares shall be taken up by authorized holders of âAâ subscription warrants issued on the basis of Resolution No. 19 of the General Assembly of the Company from June 5, 2012.â
§ 10.
FINAL PROVISIONS
The resolution comes into effect as of the day of registration in the National Court Register.

The Chairperson stated that XXXXXX

Resolution no. 21/ZWZ/2012
of the Ordinary General Assembly of the Company on
granting the consent to dematerialization of âIâ shares and granting the consent to apply for admission and introduction of âIâ shares to trading on the primary market of the Warsaw Stock Exchange.
§ 1.
1. The Ordinary General Assembly of MCI Management S.A. (âCompanyâ), acting on the basis of Art. 5 subpar. 3 and 8 of the Act from July 29, 2005 on Trading in Financial Instruments hereby grants its consent to the dematerialization of âIâ shares and to conclude an agreement with the National Depository for Securities regarding the registration of âIâ shares in the Depository for Securities, authorizing at the same time the Management Board of the Company to take all necessary actions to dematerialize and register âIâ shares in the depository.
2. The Ordinary General Assembly of MCI Management S.A. hereby agrees to apply for admission and introduction of âIâ shares to trading on the primary market of the Warsaw Stock Exchange.
3. The Ordinary General Assembly of MCI Management S.A. also authorizes the Management Board of the Company to take all other actions necessary to enforce this Resolution.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 22/ZWZ/2012
of the Ordinary General Assembly of the Company
on amending § 14 of the Statutes of the Company
The Ordinary General Assembly of MCI Management S.A hereby decides to amend § 14 of the Statutes of the Company as follows:
– § 14 subpar. 2 a)
– shall read as follows
âa) As long as the shareholder Alternative Investment Partners Sp. z o.o. (formerly Immoventures sp. z o.o.) holds at least 20% (twenty percent) of votes at the General Assembly, the shareholder shall appoint and dismiss 1 (one) member of the Supervisory Board;â

Resolution no. 23/ZWZ/2012
of the Ordinary General Assembly of the Company
on amending § 14 of the Statutes of the Company
The Ordinary General Assembly of MCI Management S.A hereby decides to amend § 14 of the Statutes of the Company as follows:

– § 14 subpar. 5 to subpar. 8
– shall read as follows:
â5. At least two the members of the Supervisory Board shall meet the criteria of being independent from the Company and from entities with significant connections with the Company, referred to in Annex II to the Recommendation of the Commission of the European Communities of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board as well as the guidelines provided in pt. III subpt. 6 of the âCode of Best Practice for WSE Listed Companiesâ which is attached to the resolution no. 20/1287/2011 of the Warsaw Stock Exchange Board from October 19, 2011 or those specified in other regulations regarding the criteria of being independent required from independent members of the supervisory boards of listed companies which apply on the day of appointment of the Independent Member. At least one of independent members of the Supervisory Board should possess competences in accounting and finances.
6. For the purposes of establishing some of the criteria of being independent for the members of the Supervisory Board referred to in subpar. 5 above: —————————- a âdominant entityâ or a âdependent entityâ – shall mean respectively the entity defined in compliance with Art. 4 § 1 point 4 of the Commercial Companies Code;
1) an âaffiliated entityâ – shall mean respectively the entity defined in compliance with Art. 4 § 1 point 5 of the Commercial Companies Code;
2) a âsignificant remunerationâ or âsignificant business relationsâ shall mean respectively an annual remuneration or annual turnover of products (services) equivalent in PLN in excess of 10,000 EUR (ten thousand).
7. If no candidacy for an independent member of the Supervisory Board is submitted, no independent member of the Supervisory Board shall be appointed. In the case when an independent member of the Supervisory Board is dismissed or their mandate expires for other reasons, the Management Board shall immediately notify the shareholder referred to in § 14 subparagraph 2 a) of the Statutes, if that shareholder appointed the member of the Supervisory Board, in order to appoint a new independent member of the Supervisory Board or immediately convent the General Assembly in order to appoint a new independent member of the Supervisory Board. The reason for dismissal of the independent member of the Supervisory Board from the Board can be in particular failure to meet the criteria of being independent.
8. In order to provide the possibility of appointing members of the Supervisory Board, according to the rules set forth in subpar. 5-7 above, the shareholders submitting the candidacies of the members of the Supervisory Board shall each time during the General Assembly justify their proposals in detail, including the submission of a declaration that the candidate meets or does not meet the criteria of an âindependent member of the Supervisory Boardâ in the meaning of subpar. 5 above. The obligation referred to above shall apply respectively to the appointment of the members of the Supervisory Board by authorized shareholders or to the appointment of the members of the Supervisory Board by voting in separate groups.â

Resolution no. 24/ZWZ/2012
of the Ordinary General Assembly of the Company
on amending § 15 of the Statutes of the Company
The Ordinary General Assembly of MCI Management S.A. hereby decides to amend § 15 of the Statutes of the Company as follows:

– § 15 subpar. 2 f)
– shall read as follows:
âf) 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 held by the Company if the value of such a transaction exceeds 5% (five 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 by the Supervisory Board in compliance with the provisions of the Statutes.â

Resolution no. 25/ZWZ/2012
of the Ordinary General Assembly of the Company
on amending § 15 of the Statutes of the Company

The Ordinary General Assembly of MCI Management S.A. hereby decides to amend § 15 of the Statutes of the Company as follows:

– § 15 subpar. 2 i)
,â

– shall read as follows:
âi) 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. 6 of the Statutes of the Company) for the members of the Management Board of the Company,â

Resolution no. 26/ZWZ/2012
of the Ordinary General Assembly of the Company
on amending § 15 of the Statutes of the Company

The Ordinary General Assembly of MCI Management S.A. hereby decides to amend § 15 of the Statutes of the Company as follows:

– § 15 subpar. 2 l)
– shall read as follows:
âl) granting the Company a permission for contracting liabilities (making transactions) of the value in excess of 10% (ten 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) issue of bonds with interest on the basis of resolutions of the Management Board of the Company if the sum of nominal debt of the Company for already issued bonds with interest: ordinary, convertible into shares and with the right of priority has not exceeded 33% of the sum of assets of the Company calculated as of the day of planned new issue of bonds with interest;
(4) issue of bonds with no interest (including discount bonds) on the basis of resolutions of the Management Board of the Company if the sum of nominal debt of the Company for all already issued bonds has not exceeded 66% of the sum of assets of the Company calculated as of the day of planned new issue of bonds with no interest (increased by the sum of nominal debt of the Company for issuing bonds with no interest which were not evidenced in the balance sheet of the Company on the day of planned issue of bonds with no interest);
(5) 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;
(6) establishment of pledge, mortgage, transfer of ownership as security for a debt and other encumbrances on the Company’s property;
(7) sale of tangible assets of the Company.â

Resolution no. 27/ZWZ/2012
of the Ordinary General Assembly of the Company
on establishing the unified text of the Statutes of the Company

The Ordinary General Assembly of MCI Management S.A. hereby provides the new unified text of the Statutes, taking account of the amendments of the Statutes made by the resolutions of this General Assembly

Resolution no. 28/ZWZ/2012
of the Ordinary General Assembly of the Company
on stating the expiry of the mandates of the Supervisory Board Members
The Ordinary General Assembly of MCI Management S.A. (âCompanyâ), acting on the basis of the provisions of §14 subpar. 10 of the Statutes of the Company, hereby states the expiry of the mandates of the following Supervisory Board Members as a result of the expiry of their individual terms of office:
1. Hubert Janiszewski,
2. Wojciech Siewierski.

Resolution no. 29/ZWZ/2012
of the Ordinary General Assembly of the Company
on appointment of the Supervisory Board Member
§ 1.
The Ordinary General Assembly of MCI Management S.A. hereby decides on the basis of the results of a secret ballot to appoint Hubert Janiszewski the Supervisory Board Member with a 3-year-long individual term of office.
§ 2.
The resolution comes into effect as of the day of its adoption.

Resolution no. 30/ZWZ/2012
of the Ordinary General Assembly of the Company
on appointment of the Supervisory Board Member
§ 1.
The Ordinary General Assembly of MCI Management S.A. hereby decides on the basis of the results of a secret ballot to appoint Wojciech Siewierski the Supervisory Board Member with a 3-year-long individual term of office.
§ 2.
The resolution comes into effect as of the day of its adoption.

Data publikacji raportu: 06/06/2012 00:00