RB nr 39/2007

Komisja Nadzoru Finasowego

Legal basis: § 39 subpar. 1 pt. 5 of RO

I. The Management Board of MCI Management SA informs that during the session of the Ordinary General Assembly on June 25, 2007 in Wrocław the following resolutions were adopted:

RESOLUTION NO. 01/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on approving the financial statements of the Company for the reporting year 2006.

§ 1.
On the basis of the discussion the Ordinary General Assembly hereby decides to approve the financial statements of the Company for the reporting year 2006 submitted by the Management Board which include the following:

1. balance sheet of the Company as of December 31, 2006 which on the side of assets and liabilities indicates PLN 154,869 thousand,

2. income statement for the period from January 1, 2006 to December 31, 2006 indicating profits in the amount of PLN 25,511 thousand,

3. cash flow statement for the period from January 1, 2006 to December 31, 2006 indicating a decrease of net cash level by the amount of PLN 1,737 thousand,

4. Movements in equity for the period from January 1, 2006 to December 31, 2006 indicating a decrease/increase of equity by the amount of PLN 73,626 thousand

5. notes to the financial statements of the Company for 2006.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 02/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on approving the report of the Management Board on the operations of the Company in 2006.

§ 1.
The Ordinary General Assembly decides to approve the report of the Management Board on the operations of the Company in 2006 submitted by the Management Board.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 03/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on approving the report of the Supervisory Board on the operations in 2006.

§ 1.
The Ordinary General Assembly of the Shareholders decides to approve the report of the Supervisory Board on the operations of the Company in 2006 submitted by the Supervisory Board.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 04/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on granting the approval of the performance by the member of the Management Board – Tomasz Czechowicz of operations in 2006.

§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of secret voting decided to grant the approval of the performance by the President of the Management Board – Tomasz Czechowicz of operations in the Management Board of the Company in the period from Jan. 1, 2006 to Dec. 31, 2006.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 05/ZWZA/06
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on granting the approval of the performance by the member of the Management Board – Bogdan WiĹniewski of operations in 2006.

§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of secret voting decided to grant the approval of the performance by the Member of the Management Board – Bogdan WiĹniewski of operations in the Management Board of the Company in the period from Jan. 1, 2006 to Dec. 31, 2006.

§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 06/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on granting the approval of the performance by the member of the Supervisory Board – Waldemar Sielski of operations in 2006.

§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of secret voting decided to grant the approval of the performance by the Chairperson of the Supervisory Board of the Company – Waldemar Sielski of operations in the period from Jan. 1, 2006 to Dec. 31, 2006.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 07/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on granting the approval of the performance by the member of the Supervisory Board – Mariusz Kunda of operations in 2006.

§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of secret voting decided to grant the approval of the performance by the member of the Supervisory Board of the Company – Mariusz Kunda of operations in the period from Jan. 1, 2006 to June 27, 2006.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 08/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on granting the approval of the performance by the member of the Supervisory Board – Roman Matkiwski of operations in 2006.

§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of secret voting decided to grant the approval of the performance by the member of the Supervisory Board of the Company – Roman Matkiwski of operations in the period from Jan. 1, 2006 to June 27, 2006.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 09/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on granting the approval of u the performance by the member of the Supervisory Board – Hubert Janiszewski of operations in 2006.

§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of secret voting decided to grant the approval of the performance by the member of the Supervisory Board of the Company – Hubert Janiszewski of operations in the period from Jan. 1, 2006 to Dec. 31, 2006.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 10/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on granting the approval of the performance by the member of the Supervisory Board – Krzysztof Samotij of operations in 2006.

§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of secret voting decided to grant the approval of the performance by the member of the Supervisory Board of the Company – Krzysztof Samotij of operations in the period from Jan. 1, 2006 to Dec. 31, 2006.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 11/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on granting the approval of the performance by the member of the Supervisory Board – Wojciech Siewierski of operations in 2006.

§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of secret voting decided to grant the approval of the performance by the member of the Supervisory Board of the Company – Wojciech Siewierski of operations in the period from June 27, 2006 to Dec. 31, 2006.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 12/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on granting the approval of the performance by the member of the Supervisory Board – Wiesław Rozłucki of operations in 2006.

§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of secret voting decided to grant the approval of the performance by the member of the Supervisory Board of the Company – Wiesław Rozłucki of operations in the period from June 27, 2006 to Dec. 31, 2006.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 13/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on granting the approval of the performance by the member of the Supervisory Board – Konrad Sitnik of operations in 2006.

§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of secret voting decided to grant the approval of the performance by the member of the Supervisory Board of the Company – Konrad Sitnik of operations in the period from June 27, 2006 to Dec. 31, 2006.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 14/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on the distribution of profits of the Company for 2006.

§ 1.
The Ordinary General Assembly decides that the net profits indicated in the reporting year from Jan. 1, 2006 to Dec. 31, 2006 in the amount of PLN 25,511 thousand is used on financing losses of the Company from previous years.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 15/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on approving the consolidated financial statements of MCI Capital Group for the reporting year 2006.

§ 1.
On the basis of the discussion the Ordinary General Assembly hereby decides to approve the consolidated financial statements of MCI Capital Group for the reporting year 2006 which include the following:

1) consolidated balance sheet of the capital group as of December 31, 2006 which on the side of assets and liabilities indicates PLN 117,437 thousand,

2) consolidated income statement of the capital group for the period from January 1, 2006 to December 31, 2006 indicating net profits attributed to the shareholders of the parent company in the amount of PLN 29,348 thousand,

3) consolidated cash flow statement of the capital group for the period from January 1, 2006 to December 31, 2006 indicating a decrease of net cash level by amount of PLN 1,735 thousand,

4) consolidated notes to the financial statements of the capital group of the Company for 2006.

§ 2.
The resolution comes into effect as of the day of its adoption.

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RESOLUTION NO. 16/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on amending § 14 subparagraphs: 16 and 17 of the Statutes of the Company.

The Ordinary General Assembly hereby amends § 14 in such a way that subparagraphs: 16 and 17 of the Statutes of the Company shall read as follows:

16. The meeting of the Supervisory Board shall be convoked with prior 7 (seven) day notification by registered mail with additional notification delivered to the members of the Supervisory Board by registered mail or electronic mail, unless all members of the Supervisory Board consent to hold the meeting and waive the service of the 7 (seven) day notification. The consent may be granted towards the person convening the meeting of the Supervisory Board with the use of any means or methods 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 the 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 was held and the minutes were recorded in 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.

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RESOLUTION NO. 17/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on amending § 15 subparagraph 2 of the Statutes of the Company.

The Ordinary General Assembly hereby amends § 15 in such a way that subparagraph 2 of the Statutes of the Company shall read as follows:

2. The Supervisory Board shall perform its duties by adoption of resolutions and they shall include in particular the following:
a) examination of the reports of the Management Board on the operations of the Company the financial statements for previous reporting year as to both their consistence with the books and documents and with the actual state and the conclusions of the Management Board as to the division of profits or financing of losses as well as submission to the General Assembly annual reports in writing on the results of the examination and on the 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 held 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 by 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 subparagraph 13 of the Statutes.

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RESOLUTION NO. 18/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on amending § 18 subparagraph 2 and 3 of the Statutes of the Company.

The Ordinary General Assembly hereby amends § 18 in such a way that subparagraph 2 and 3 of the Statutes of the Company shall read as follows:

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 letter 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.

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RESOLUTION NO. 19/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on amending § 21 subparagraph 1 of the Statutes of the Company.

The Ordinary General Assembly hereby amends § 21 in such a way that paragraph 1 of the Statutes of the Company shall read as follows:

1. Unless the Commercial Companies Code provides otherwise, the General Assembly shall be valid independent of the number of shares represented in it.

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RESOLUTION NO. 20/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on amending § 22 letter a), letter d) and letter e) of the Statutes of the Company.

The Ordinary General Assembly hereby amends § 22 in such a way that letter a), letter d) and letter e) of that paragraph shall read as follows:

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;

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RESOLUTION NO. 21/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on amending § 7 subpar. 13 letter a) and letter b) of the Statutes of the Company.

The Ordinary General Assembly hereby amends § 7 subpar. 13 of the Statutes of the Company in such a way that letter a) and letter b) of that paragraph shall read as follows:

a) the Management Board of the Company shall be entitled to increase the share capital by June 25, 2010 by up to 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 within the authorized capital or it may exercise its right by one or more successive issues of subscription warrants as the authorized capital;

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RESOLUTION NO. 22/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on providing the unified text of the Statutes of the Company.

The Ordinary General Assembly, taking into account all amendments to the Statutes made by resolutions of that Assembly hereby adopts the new unified text of the Statutes of the Company that shall read as follows:

Unified text of the Statutes of MCI Management SA
legal status as of June 25, 2007

I. GENERAL PROVISIONS

§ 1.
1. The business name of the Company shall be: âMCI Managementâ SpĂłłka Akcyjna.
2. The Company may use the abbreviated name of âMCI Managementâ SA and a distinctive logo as well as the business name translated into foreign languages.

§ 2.
The registered seat of the Company shall be the city of Wrocław.

§ 3.
1. The Company shall perform its operations in the territory of the Republic of Poland and abroad.
2. The Company may open branch offices, divisions, sites and other organizational units in Poland as well as abroad and it may participate in commercial law companies and civil law companies with domestic and foreign entities in compliance with applicable provisions of law.

§ 4.
1. The objects of the operations of the Company shall include:
a) Activities auxiliary to financial intermediation, nowhere else classified – PKD 65.23.Z;
b) Management activities of holding companies – PKD 74.15.Z;
c) Business and management consultancy activities – PKD 74.14.A;
d) Activities auxiliary to financial intermediation, nowhere else classified – PKD 67.13.Z.;
e) Other credit granting – PKD 65.22.Z.

2. If the undertaking or conducting the business operations as defined above in the objects of the operations of the Company requires a consent, permission or license of the governmental body due to special regulations, such undertaking or conducting such operations may commence after such a consent, permission or license is obtained.

§ 5.
The term of the Company is indefinite.

§ 6.
The announcements of the Company as provided by law shall be published in âMonitor SÄdowy i Gospodarczyâ.

II. SHARE CAPITAL, SHAREHOLDERS AND SHARES

§ 7.
1. The share capital of the Company shall be PLN 39,274,000.00 (thirty nine million two hundred seventy four thousand zlotys) and is divided into 39,274,000 (thirty nine million two hundred seventy four thousand) equal and indivisible shares each of nominal value of 1 PLN (one zloty), including:
– 100,000 (one hundred thousand) ordinary bearer shares (A shares) with the successive numbers from 000 001 (one) to 100 000 (one hundred thousand),
– 19,500,000 (nineteen million five hundred thousand) of ordinary bearer shares (B shares) with the successive numbers from 00 000 001 (one) to 19 500 000 (nineteen million five hundred thousand),
– 12,500,000 (twelve million five hundred thousand) ordinary bearer shares (C shares) with the successive numbers from 00 000 001 (one) to 12 500 000 (twelve million five hundred thousand),
– 500,000 (five hundred thousand) ordinary bearer shares (D shares) with the successive numbers from 000 001 (one) do 500 000 (five hundred thousand),
– 5,200,000 (five million two hundred thousand) ordinary bearer shares (E shares) with the successive numbers from 00 000 001 (one) to 05 200 000 (five million two hundred thousand);
– 7,000 (seven thousand) ordinary bearer shares (F shares) with the successive numbers from 00 000 001 (one) to 00 007 000 (seven thousand);
– 1,467,000 (one million four hundred sixty seven thousand) ordinary bearer shares (G shares) with the successive numbers from 00 000 001 (one) to 01 467 000 (one million four hundred sixty seven).
2. A shares have been paid with cash contributions and taken up by the founders of the Company in the following numbers:
a) MCI spĂłłka z ograniczonÄ odpowiedzialnoĹciÄ with its registered seat in Wrocław – 59 (fifty nine) shares in the amount of PLN 1000.00 (one thousand zlotys) per one share,
b) HOWELL SpĂłłka Akcyjna with its registered seat in Szczawno ZdrĂłj – 39 (thirty nine) shares in the amount PLN 1000.00 (one thousand zlotys) per one share,
c) Tomasz Czechowicz – 1 (one) share in the amount of PLN 1000.00 (one thousand),
d) Andrzej Dadełło – 1 (one) share in the amount of PLN 1000.00 (one thousand).
3. The shares of the Company from successive issues may be registered shares or bearer shares and they may be paid for with cash contributions or in-kind contributions.
4. Each share shall have one voting right at the General Assembly.
5. The shares may be issued in collective share certificates.
6. The shareholders shall have the right to share in annual profits allotted by the General Assembly to be divided and to share in the division of the Company\”s property in case of its liquidation. All shares shall participate in dividend of equal amount.
7. The Company may acquire its own shares in order to redeem them and to pursue other objectives as defined in Art. 362 § 1 of the Commercial Companies Code.
8. The share capital may be increased also by an increase of the nominal value of the shares.
9. The shares may be redeemed by a decrease of the share capital through a resolution of the General Assembly, with the consent of the shareholder whose shares shall be redeemed. The amount to be paid for the redeemed shares shall be determined each time by a resolution of the General Assembly. Instead of the redeemed shares the Company may issue utility certificates on the conditions provided by the General Assembly.
10. The Company may create reserve capitals and purpose funds on the basis of the resolutions of the General Assembly.
11. A part of the supplementary capital in the amount of one third of the share capital may be used only to cover the balance losses.
12. On the basis of the resolutions of the General Assembly the reserve capitals and the balance of the supplementary capital in excess of the amount defined in subpar. 11 may be used in particular to increase the share capital.
13. The share capital of the Company may be increased not only as provided in subpar. 8 above but also as provided in Art. 444 and the following in the Commercial Companies Code as the authorized capital, as follows:
a) the Management Board of the Company shall be entitled to increase the share capital by June 25, 2010 by up to 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 within the authorized capital or it may exercise its right by one or more successive issues of subscription warrants as the authorized capital;
c) increasing the share capital as the authorized capital the Management Board may issue shares instead of cash contributions and in-kind contributions, however, the issue of shares instead of the in-kind contributions made requires a consent of the Supervisory Board;
d) setting the issue price of the shares issued as the authorized capital requires the consent of the Supervisory Board;
e) the pre-emptive right of the previous shareholders regarding the shared issued by the Management Board as the authorized capital may be excluded with the consent of the Supervisory Board;
f) the Management Board shall not be entitled to increase the share capital as the authorized capital with the Company\”s own means;
g) the shares issued by Management Board as the authorized capital may not be preference shares, and they may not be connected with the personal rights of their owners;
h) the resolution of the Management Board on increasing the share capital as the authorized capital shall be executed in the form of a notarized deed.

III. THE COMPANY GOVERNING BODIES

§ 8.
The Company Governing Bodies shall include:

A. Management Board.
B. Supervisory Board.
C. General Assembly.

A. Management Board
§ 9.
1. The Management Board of the Company shall be composed of one to five members, including the President of the Management Board, appointed for three years. The members of the first Management Board shall be appointed by the founders of the Company for two years.
2. The Supervisory Board shall appoint, dismiss and suspend in their duties the members of the Management Board of the Company, as well as set the number of the members of the Management Board.
3. The mandates of the members of the Management Board shall expire on the day of the General Assembly approving the statements, balance sheet and income statement for the last year of their term of office.

§ 10.
1. The Management Board of the Company shall manage the Company and represent it in and out of court before authorities and third parties.
2. The By-Laws of the Management Board of the Company shall define in detail the operations of the Management Board. The By-Laws shall be adopted by the Management Board and approved by the Supervisory Board through a resolution.

§ 11.
1. The cooperation of two members of the Management Board or one member of the Management Board with the Proxy shall be required to make the declarations of will and sign on behalf of the Company.
2. The Proxy may represent the Company only jointly with a member of the Management Board of the Company. It shall be sufficient to receive notices and other correspondence if one member of Management Board is served but always on the premises of the Management Board.
3. The matters that go beyond the regular management of the Company shall require the resolutions of the Management Board.

§ 12.
1. A representative of the Supervisory Board delegated from among its members shall conclude agreements with the members of the Management Board of the Company on behalf of the Company. Other acts of law between the Company and the member of the Management Board shall require the same.
2. The Supervisory Board shall represent the Company in disputes with the member of the Management Board.

§ 13.
The member of the Management Board shall not without the consent of the Supervisory Board engage in competitive business or participate in a competitive company as a partner, shareholder or member of the management.

B. Supervisory Board
§ 14.
1. The Supervisory Board shall be composed of 5 (five) to 6 (six) members, including the Chairperson and the Vice-Chairperson. The number of the members of the Supervisory Board shall be determined by the General Assembly through a resolution.

2. Subject to the provisions in subpar. 3 below, the members of the Supervisory Board shall be appointed and dismissed in the following way:

a) As long as the shareholder Czechowicz Ventures sp. z o.o. holds at least 20% (twenty percent) of votes at the General Assembly of the shareholder shall appoint and dismiss 1 (one) member of the Supervisory Board;
b) The General Assembly shall appoint and dismiss the remaining members of the Supervisory Board.

3. In the case when the number of votes is decreased at the General Assembly below 20% (twenty percent) held by the shareholder entitled to appoint and dismiss the member of the Supervisory Board in accordance with the above § 14 subpar. 2 letter a), the shareholder shall lose the rights deriving from § 14 subpar. 2 letter a), and the mandate of the member of the Supervisory Board appointed by him shall expire. The determination of the expiration of the mandate shall be made in the form of a resolution of the Supervisory Board at its next meeting.

4. If the mandate of the member of the Supervisory Board expires due to the reasons provided in subpar. 3 above or as a result of the submission of a resignation of the member of the Supervisory Board appointed by the General Assembly, the remaining members of the Supervisory Board may by co-optation appoint a new member who shall perform their duties until appointment of a member of the Supervisory Board by the General Assembly, not longer, however, than until the day of expiry of the term of his predecessor. Under this subparagraph the provisions of subparagraphs from 5 to 9 below shall apply respectively to the appointment of the member of the Supervisory Board. The Supervisory Board shall not be composed of more than one member appointed on the basis of the rules above.

5. At least half of the members of the Supervisory Board, and in the case when one shareholder holds the stake of the Company giving him more than 50% (fifty percent) of the total number of votes at the General Assembly, at least two members of the Supervisory Board shall be independent members of the Supervisory Board that is persons free of any connections with the Company, shareholders or employees which connections might significantly affect the ability of the independent member of the Supervisory Board to make impartial decisions. In particular the criteria of independence of the member of the Supervisory Board are set forth in subpar. 6 below.

6. An independent member of the Supervisory Board shall be the person who:
1) is not an employee of the Company or of an Affiliated Entity;
2) is not a member of the governing or supervisory bodies of an Affiliated Entity;
3) is not a shareholder holding at least 20% (twenty percent) of the votes at the General Assembly of the Company or at the general assembly of the an Affiliated Entity;
4) is not a member of the governing or supervisory bodies or an employee of the shareholder holding at least 20% (twenty percent) of the votes at the General Assembly of the Company or at the general assembly of the an Affiliated Entity;
5) is not an antecendant, descendant, spouse, relative, parent, adoptee or adopter of any of the persons mentioned earlier.

7. The criteria of an independent member of the Supervisory Board must be fulfilled during the whole term of mandate.

8. In the meaning of these Statutes:

1) an entity is an âAffiliated Entityâ is it is a Dominant Entity of the Company, a Dependent Entity of the Company or a Dependent Entity of the Dominant Entity of the Company.

2) For the purposes of these Statutes, an entity is an âDependent Entityâ of another entity (âDominant Entityâ) if the Dominant Entity:
a) holds most of the votes in the governing bodies of another entity (Dependent Entity), also on the basis of agreements with other persons or
b) is authorized to appoint or dismiss the majority of members of the governing bodies of another entity or
c) more than half of the members of the management board of another entity (Dependent Entity) are at the same time members of the management board or persons holding executive positions in the first entity or another entity which is dependent of that first entity.

9. In order to provide the possibility of appointing members of the Supervisory Board, according to the rules set forth in subpar. 6 to 8 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. 6 to 8 above. The declaration 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.

10. The term of office of the Supervisory Board shall be three years, with the exception of the term of office of first Supervisory Board which shall be one year.

11. The term of office of the Supervisory Board shall be three years, with the exception of the term of office of first Supervisory Board which shall be one year.

12. The Chairperson of the resigning Supervisory Board shall convoke and open the first meeting the newly appointed Supervisory Board. The Chairperson and the Vice-Chairperson shall be appointed by the Supervisory Board by a simple majority in secret vote.

13. The meeting of the Supervisory Board shall be convoked and chaired by the Chairperson of the Supervisory Board and in case of his absence by the Vice-Chairperson.

14. The meeting of the Supervisory Board may be ordinary or extraordinary. The ordinary meetings shall be held at least four times a year (once a quarter.) The extraordinary meeting may be convened at any time.

15. The Chairperson or in his absence the Vice-Chairperson shall convene the meeting of the Supervisory Board on his own initiative or at the request of the Management Board of the Company or a member of the Supervisory Board in writing. The meeting shall be convened within two weeks from the submission of the request.

17. The meetings of the Supervisory Board may be held over the telephone or with the use of other electronic means of communication, in the 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 was held and the minutes were recorded in 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.

18. In the scope permitted by law and in cases justified by crucial interest of the Company or in the matters requiring immediate attention, the resolutions of the Supervisory Board may be adopted by voting in writing ordered by the Chairperson or in his absence by the Vice-Chairperson if all members of the Supervisory Board express their consent in writing to the contents of the resolutions or the vote in writing. The date of signing of the resolution by the Chairperson or in his absence by the Vice-Chairperson shall be considered the date of the resolution. The adoption of the resolutions as provided in subpar. 17 and 18 shall not apply to the appointment, dismissal and suspension of the members of the Management Board.

19. Subject to § 18 subpar. 2 below, for the resolutions of the Supervisory Board to be valid it is necessary to invite all members of the Supervisory Board to the meeting of the Supervisory Board as provided in § 14 subpar. 15 and 16 above.

§ 15.
1. The Supervisory Board shall perform permanent supervision over the operations of the Company in all areas of its enterprise.
2. The Supervisory Board shall perform its duties by adoption of resolutions and they shall include in particular the following:

a) examination of the reports of the Management Board on the operations of the Company the financial statements for previous reporting year as to both their consistence with the books and documents and with the actual state and the conclusions of the Management Board as to the division of profits or financing of losses as well as submission to the General Assembly annual reports in writing on the results of the examination and on the 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 held 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,
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;
(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 subparagraph 13 of the Statutes.

§ 16.
1. The members of the Supervisory Board shall perform their rights and duties personally.
2. The remuneration of the members of the Supervisory Board shall be determined by the General Assembly.

§ 17.
The Supervisory Board may delegate the members of the Supervisory Board to individually perform specific supervisory activities. These members shall receive separate remuneration in the amount determined by the General Assembly. These members shall be bound by the prohibition of competition, the same as the members of the Management Board of the Company.

§ 18.
1. Subject to subpar. 2 and 3 below, the adoption of a resolution by the Supervisory Board of the Company requires an absolute majority of votes cast in the presence of at least half of the members of the Supervisory Board. In case of equal number of votes for and against the adoption of a resolution, the Chairperson or in his absence the Vice-Chairperson of the Supervisory Board shall have a casting vote.

3. The adoption by the Supervisory Board of a resolution on the matters indicated above in § 15 subpar. 2 letter i) and letter 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.

4. The resolutions of the Supervisory Board shall be recorded. The minutes shall be signed by present members of the Supervisory Board. The minutes shall include the agenda and list the names of the members of the Supervisory Board participating in the meeting, the number of votes cast for individual resolutions, indicate the way the voting was conducted and the result of the voting.

5. The dissenting opinions of the members of the Supervisory Board present at the meeting and the objections of the members of the Supervisory Board absent at the meeting of the Supervisory Board sent later shall be attached to the minutes.

C. General Assembly
§ 19.
1. The General Assembly may be Ordinary or Extraordinary.
2. The Management Board shall convoke the Ordinary General Assembly within six months after the end of financial year.

§ 20.
1. The Management Board shall convoke the Extraordinary General Assembly for the consideration of the matters which require immediate decisions:
• on its own initiative,
• at the request of the Supervisory Board in writing,
• at the request of the shareholders in writing, representing in total at least 10% (ten percent) of the share capital.
2. The Management Board shall convoke the Extraordinary General Assembly within 14 days from the submission of such a request. The Supervisory Board shall be entitled to convoke the Extraordinary General Assembly in the case when the Management Board fails to do so.
3. The request to convoke the Extraordinary General Assembly shall indicate the matters to be brought up at the meeting.

§ 21.
1. Unless the Commercial Companies Code provides otherwise, the General Assembly shall be valid independent of the number of shares represented in it.
2. The General Assembly may adopt resolutions also without formal convocation if the whole share capital is represented and none of those present objects to the holding of the General Assembly or the bringing up of individual matters at the meeting.
3. The resolutions of the General Assembly shall be adopted by an absolute majority of votes cast unless the Commercial Companies Code provides otherwise.
4. The General Assembly may order breaks in the session by the majority of two thirds of the votes. The breaks in total shall not last longer than thirty days.
5. Taking some issues off the agenda or omitting to consider any points put on the agenda on the motion of the shareholders requires adoption of a resolution of the General Assembly after prior consent of all present shareholders who made such a motion supported by 75% (seventy five percent) of the votes of the General Assembly.

§ 22.
The following matters shall require resolutions of the General Assembly:
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;
b) any decisions regarding claims for damage suffered when the Company was formed or while performing management or supervision;
c) sale or lease of the enterprise and establishment of the right to usufruct over it;
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;
f) division of profits or coverage of losses, determination the date of the establishment of the right to dividend and the day when the dividend shall be paid;
g) amendments to the Statutes of the Company;
h) increase or decrease of the share capital of the Company;
i) approval of the By-Laws of the Supervisory Board;
j) dissolution and liquidation of the Company;
k) subject to § 14 subparagraph 2 letter a), appointment and dismissal of the members of the Supervisory Board;
l) adoption of the By-Laws of the General Assembly.

§ 23.
The General Assembly shall be held in Wrocław or in Warsaw.

IV. FINAL PROVISIONS

§ 24.
1. The calendar year shall be the reporting year of the Company, however, the first reporting year of the Company shall finish on December 31, 1999.
2. The Company shall be dissolved by liquidation.
3. The liquidation shall be performed under the business name of the Company with the addition of the words: \”in liquidation.\”
4. The members of the Management Board and the person appointed by the Supervisory Board shall be the liquidators.
5. The provisions of the Commercial Companies Code shall apply to the matters not governed in these Statutes.
6. The founders of the Company are: MCI spĂłłka z ograniczonÄ odpowiedzialnoĹciÄ, with its registered seat in Wrocław, ul. Wybrzeże Wyspiańskiego 13, HOWELL S.A., with its registered seat in Szczawno ZdrĂłj, ul. Ratuszowa 3, Tomasz Czechowicz, resident in Wrocław, ul. Bartoszowicka 3 and Andrzej Dadełło, resident in Legnica, ul. Jowisza 1/5.

______________________________

RESOLUTION NO. 23/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on authorizing the Supervisory Board to set forth the unified text of the Statutes of the Company

§ 1.
Acting on the basis of Art. 430 § 5 of the Commercial Companies Code the General Assembly hereby authorizes the Supervisory Board of the Company to set forth the unified amended text of the Statutes of the Company, including the exercise of the Management Board right to increase the share capital as the authorized capital or make other editorial amendments to the text of the Statutes of the Company according to applicable resolution of the General Assembly.

§ 2.
The resolution comes into effect as of the day of its adoption.

________________________________________

RESOLUTION NO. 24/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on granting consent to bring part of the enterprise of the Company to another capital company

Acting on behalf of the submitted request of the Management Board and on the basis of provisions of § 22 letter c) of the Statutes of the Company:

§ 1.
1. Subject to provision of subpar. 3 below the Ordinary General Assembly hereby grants the consent to bring part of the enterprise of the Company or individual assets of the Company (stocks or shares held by it) to MCI Capital TFI SA or to another capital company (contribution) indicated by the Management Board of the Company.

2. The Management Board of the Company is entitled and authorized to prepare and conduct all legal and actual acts in order to execute the subpar. 1 above.

3. In every case as provided in subpar. 1 above the Management Board of the Company shall obtain a prior consent of the Supervisory Board to bring some assets of the Company to another capital company, including the acceptance of the suggested: (i) choice of the capital company, (ii) value of the enterprise (assets) of the Company to be contributed and (iii) value of stocks/shares to be taken up by the Company.

§ 2.
The resolution comes into effect as of the day of its adoption.

_______________________________________

RESOLUTION NO. 25/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on accepting the rules of the âIncentive Programâ of the Company for years 2008-2012

On the basis of § 16 subpar. 2 of the Statutes of the Company the General Assembly hereby resolves as follows:

1. On familiarizing with the proposals of the organization of the Incentive Program by the Company to be implemented in the years 2008-2012 the General Assembly accepts the rules and the way the new Incentive Program adopted by shall be executed by the Company on condition that the final version of that Incentive Program adopted by the Supervisory Board shall be consistent with rules presented during the session of this Assembly and in particular with the following rules of the new Incentive Program published by the Company in the current report no. 26/2007 from May 8, 2007.

a) The Incentive Program shall be based on issuing 1.5 million new shares, issued as the authorized capital at the issue price of PLN 1.0 increased by the cost of creating the Incentive Program and issuing the shares.
b) The term when the new Incentive Program shall apply is the years 2008 – 2012 with a possibility of extension for the next 2 years.
c) The shares to be used in the Incentive Program shall be divided into 5 tranches whose execution shall depend on the fulfillment of the general conditions in the years 2007-2011.
d) The following shall be the planned conditions of the execution of the Incentive Program and granting of options:
• Permanent exceeding the stock exchange rate of the shares of MCI by:
– not less than PLN 25.00 per share in tranche I
– not less than PLN 40.00 per share in tranche II
– not less than PLN 60.00 per share in tranche III
– not less than PLN 80.00 per share in tranche IV
– not less than PLN 100.00 per share in tranche V.
– where the permanent exceeding the stock exchange rate of the shares of MCI listed above shall mean exceeding by the arithmetic mean the stock exchange quotation rate of the shares of the Company over the period of six months or
• exceeding the following values of the sum of net assets of the Company at the end of each year:
– not less than PLN 500 million at the end of 2007 (I tranche)
– not less than PLN 800 million at the end of 2008 (tranche II)
– not less than PLN 1.200 million at the end of 2009 (tranche III)
– not less than PLN 1.600 million at the end of 2010 (tranche IV)
– not less than PLN 2.000 million at the end of 2011 (tranche V)
– where the valuation of net assets of the Company must be confirmed by an independent appraiser (auditor).

2. The General Assembly in particular accepts:
• Participation of the members of the Supervisory Board in the new Incentive Program which shall be described in detail in a separate resolution of this General Assembly and
• Provision that the Incentive Program shall be executed by issuing new shares of the Company to be taken up by the persons participating in the Incentive Program.

3. The resolution comes into effect as of the day of its adoption.

ŹŹŹŹŹŹŹŹŹŹŹŹŹŹ___________________________________________
RESOLUTION NO. 26/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on dematerialization of the shares of the Company and granting authorization to conclude agreements with the National Depository for Securities by the Company to register the shares of the Company

On the basis of Art. 5 subpar. 8 in connection with Art. 5 subpar. 1 pt. 2) and Art. 5 subpar. 4 of the act from July 29, 2005 on trading in financial instruments (hereinafter referred to as the âAct on Trading in Financial Instrumentsâ) the General Assembly resolves as follows:

§ 1.
In connection with the intent of the Company to issue new S shares of the Company (in one or a few issues) in order to perform the obligations of the Company towards the authorized persons in the âIncentive Programâ (for the years 2008-2012) regarding the rights of those persons to take up the shares of the Company which shares whether being the object of public offer or not shall be the object of the application for their introduction into trading in the regulated market of the Warsaw Stock Exchange (GPW) – the General Assembly authorizes the Management Board of the Company to conclude agreements with the National Depository for Securities in Warsaw (KDPW) regarding the registration in the depository for securities held by KDPW of the shares of the Company issued for the implementation of the âIncentive Programâ in order to cause their dematerialization before the submission by the Company of the application for their introduction to trading in the regulated market of the Warsaw Stock Exchange.

§ 2.
The resolution comes into effect as of the day of its adoption.

______________________________

RESOLUTION NO. 27/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on amending the granting of the consent to undertake legal acts to cause the introduction of the shares of the Company to trading in the regulated market of the Warsaw Stock Exchange

In connection with Art. 27 subpar. 2 pt. 3) of the act from July 29, 2005 on public offering and the conditions of introducing financial instruments to the organized system of trading and on public companies the General Assembly resolves as follows:

§ 1.
Due to the intent of the Company regarding the issue of new shares of the Company (in one or a few issues) in order to perform the obligations of the Company towards the authorized persons in the âIncentive Programâ (for the years 2008-2012) regarding the rights of those persons to take up the shares of the Company which shares whether being the object of public offer or not shall be the object of the application for their introduction into trading in the regulated market of the Warsaw Stock Exchange (GPW) – the General Assembly grants its consent and authorizes the Management Board of the Company undertake any and all acts required by the law, including the submission by the Company of application(s) for the introduction of the shares of the Company issued by the Company in order to execute the âIncentive Programâ to trading in the regulated market of the Warsaw Stock Exchange.

§ 2.
The resolution comes into effect as of the day of its adoption.

___________________________________

RESOLUTION NO. 28/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on approving the amendments to the By-Laws of the Supervisory Board

Acting on behalf of § 22 letter j) of the Statutes of the Company the Ordinary General Assembly:

§ 1.
1. Approves the amendments to the By-Laws of the Supervisory Board of the Company adopted on June 5, 2007.

2. The Supervisory Board is hereby authorized to establish the unified text of the Rules including the amendments approved by this Resolution

___________________________________

RESOLUTION NO. 29/ZWZA/07
of the Ordinary General Assembly of MCI Management SA adopted on June 25, 2007 on determining new rules of the remuneration of the members of the Supervisory Board and on amending Resolution No. 20/ZWZA/2006 from June 27, 2007.

Acting on the basis of § 16 subpar. 2 of the Statutes of the Company the General Assembly hereby sets forth the following new rules of the remuneration of the members of the Supervisory Board of MCI Management SA:

a. Point 1 of chapter âI. LUMP-SUM REMUNERATION REIMBURSEMENT OF COSTSâ of the Resolution No. 20/ZWZA/2006 from June 27, 2007 shall read as follows:

â1. Subject to subpar. 2 below the Member of the Supervisory Board shall be entitled to the remuneration in the amount of PLN 1,500.00 (one thousand five hundred zlotys) for participation in the plenary meeting of the Supervisory Board.â

b. The other provisions of chapter âI. LUMP-SUM REMUNERATION REIMBURSEMENT OF COSTSâ of the Resolution No. 20/ZWZA/2006 from June 27, 2007 shall remain unaffected and effective.

c. Taking into account the justified request of the Management Board of the Company to prolong the term to purchase MCI Shares by the members of the Supervisory Board due for 2006, the term to purchase the shares of the Company for the members of the Supervisory Board set forth in § 4 pt. 1) in âII. INCENTIVE PROGRAMâ of the Resolution No. 20/ZWZA/2006 from June 27, 2007 is extended until September 30, 2007.

d. The new âINCENTIVE PROGRAM FOR THE SUPERVISORY BOARD FOR THE YEARS 2009-2012â shall be as follows:

§ 1.
Participation in the Incentive Program

1. The General Assembly approves the participation of the members of the Supervisory Board in the âIncentive Program of the Company for the years 2008-2012â beginning from 2008, which means that by this Resolution the General Assembly adopts the new âIncentive Program of the Supervisory Board for the years 2009-2012â (âIncentive Program of the Supervisory Boardâ) to be implemented by the Company on the basis of the provisions of this Resolution and with the appropriate application of the provisions of the âIncentive Program of the Company for the years 2008-2012â adopted by the Supervisory Board of the Company.

2. Participation in the Incentive Program of the Supervisory Board shall mean the right of the members of the Supervisory Board to purchase 13,500 (thirteen thousand five hundred) MCI shares each (that is 5% of the shares in the Second, Third, Fourth and Fifth Granting of Options in the meaning of the Rules of the Incentive Program of the Company for the years 2008-2012) from the Company respectively for 2008, 2009, 2010 and 2011 of the implementation of the âIncentive Program of the Company for the years 2008-2012â in the case when the âGeneral Condition of Granting of Optionsâ as set for a given year the implementation of the âIncentive Program of the Company for the years 2008-2012â is fulfilled according to the âRules of the Incentive Program of the Company for the years 2008-2012â (âOptionâ).

3. In each year of the implementation of the Incentive Program of the Supervisory Board the members of the Supervisory Board shall be entitled to purchase from the Company the following number of shares:
• Chairperson of the Supervisory Board – 2% of the shares in a given Granting
• The remaining members of the Supervisory Board – the remaining 3% of the shares in a given Granting which number of shares shall be divided in such a way that each member of the Supervisory Board is entitled to purchase the same number of shares.

4. A member of the Supervisory Board shall lose the right to Options for a given year if respectively on a Dec. 31, 2008 or on Dec. 31, 2009 or on Dec. 31, 2010 or on Dec. 31, 2011 he or she is not a member of the Supervisory Board of the Company, regardless of the reasons or as a result of submitted resignation or for the reason or due to dismissal.

5. In the case when:

1) a member of the Supervisory Board submits a declaration of resignation from participating in Options in writing or

2) a member of the Supervisory Board loses the right to Options according to subpar. 4 above or

3) a member of the Supervisory Board does not purchase the shares from the Company on the dates set according to § 2 below

ď§ shares to be purchased by such a member of the Supervisory Board shall be divided among the remaining members of the Supervisory Board.

§ 2.
Granting of Options

1. By adopting resolutions on granting the right to purchase the shares of MCI by authorized persons indicated in the notification of the Management Board of the Company submitted under the âRules of the Incentive Program of the Company for the years 2008-2012â on individual dates of the implementation of the Incentive Program of the Supervisory Board the Supervisory Board shall at the same time establish the right of the members of the Supervisory Board to purchase the shares of MCI for a given year of the implementation of the Incentive Program of the Supervisory Board (Grantings of Options, Authorized Persons).

2. The relevant provisions of the âRules of the Incentive Program of the Company for the years 2008-2012âshall apply to the members of the Supervisory Board in respect of other matters regarding the rules of offering shares of MCI, accepting the offer of the Company, method and dates of purchasing the shares of MCI.

§ 3.
Purchase Price of the Shares of MCI

1. Under the Incentive Program of the Supervisory Board a member of the Supervisory Board shall be entitled to purchase the Shares of MCI at the price equal to the nominal value of the Shares of MCI increased by the costs of the implementation of the Incentive suffered by the Company, including incurred or expected costs of introduction of the Shares of MCI to trading in the regulated market of the Warsaw Stock Exchange.

2. The final purchase price of the Shares of MCI

Data publikacji raportu: 26/06/2007 00:00