RB nr 43/2011

The Management Board of MCI Management S.A. (Company), acting on the basis of Art. 398, Art. 399 § 1 and Art. 402š of the Polish Commercial Companies Code and on the basis of § 19 and 20 of the Statutes of the Company, hereby convenes the Extraordinary General Assembly (EGA) of the Shareholders to be held on September 6, 2011. The session of the General Assembly shall begin at 11.00 a.m. in Warsaw in the seat of the company at ul. Emilii Plater 53, and it shall have the following agenda:

1. Opening of the Assembly.
2. Election of the Chairperson of the Assembly.
3. Verification of the correct convocation of the Assembly.
4. Approval of the agenda of the Assembly.
5. Adoption of the resolution on amendment of the Resolution no. 24/ZWZ/2011 from June 30, 2011 on authorizing the Management Board to acquire the Company’s own shares (“Buy-Back Program”).
6. Any other business.
7. Closing of the session.
The right of the shareholder to demand placing specific matters on the agenda of the Extraordinary General Assembly
The shareholder or the shareholders representing at least one twentieth of the share capital of the Company can demand specific matters be put on the agenda of the Extraordinary General Assembly (EGA.) The demand should be submitted to the Management Board of the Company at the latest twenty one days before the set date of holding the assembly i.e. by August 16, 2011.
The demand should include explanation and, if required by the nature of the matters, a draft of the resolution regarding the proposed point of the agenda as well. The demand should be sent at the address of the Company or submitted at its seat before the expiration of the set date. The demand can be also submitted in electronic form at wza@mci.eu
The right of the shareholder to submit drafts of resolutions
The shareholder or the shareholders of the Company representing at least one twentieth of the share capital can, before the EGA, submit to the Company in writing or with the use of means of electronic communication sent at wza@mci.eu drafts of resolutions regarding the matters included in the announced agenda or the matters which shall be or have been put on the agenda.
Furthermore, each shareholder can, during the EGA, submit drafts of resolutions regarding the matters included in the agenda.
The method of exercising the voting right by proxy
The shareholder who is a natural person can participate in the EGA and exercise the voting right personally or by proxy.
The shareholder who is not a natural person can participate in the EGA and exercise the voting right by the person authorized to make declarations of will on their behalf or by proxy.
The power of attorney shall be, under pain of nullity, made in writing and attached to the minutes of the EGA or granted electronically. The form of the power of attorney, attached at the end of this announcement, shall be available on the day of publication of this announcement at the website of the Company in the Investor Relations section (General Assembly.)
The Company shall be notified of the power of attorney being granted electronically with the use of means of electronic communication by sending an e-mail with such information at wza@mci.eu, making every effort to facilitate an effective verification of the validity of the power of attorney. The information of granting the power of attorney should specifically indicate the proxy and the principal (first name, last name or business name of the entity that is not a natural person, address, telephone number and e-mail address of them both.) The information of granting the power of attorney should also specify its scope i.e. the number of shares which entitle to exercise the voting right as well as the date and the specific General Assembly of the Company at which these rights shall be exercised.
The Company shall undertake appropriate actions in order to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted electronically. In particular such a verification can consist in asking the shareholder and/or the proxy a question sent by e-mail or by telephone in order to confirm the fact of granting the power of attorney and its scope. The Company reserves that in such a case the failure to reply to the questions asked during the verification shall be considered failure to verify the granting of the power of attorney and it shall constitute the basis of rejection of the proxy in the participation in the EGA.
The right to represent a shareholder who is not a natural person shall arise from the copy of proper register submitted while making an attendance list (in original or as a copy whose conformity with the original is attested by legal counsel, attorney or notary, or possibly it shall arise from the submitted power of attorney or a series of powers of attorney.
A member of the Management Board of the Company and an employee of the Company can be proxies at the EGA.
If a member of the Management Board of the Company, a member of the Supervisory Board, a liquidator, an employee or a member of the governing body or an employee of an MCI Management S.A. subsidiary is a proxy at the EGA, the power of attorney can authorize to representation only at one General Assembly. The proxy shall present to the shareholder the circumstances indicating the existence or possible occurrence of a conflict of interest.
Granting further power of attorney is excluded.
The proxy shall vote as instructed by the shareholder.
Possibility and method of participation in the Extraordinary General Assembly with the use of means of electronic communication
The Company does not provide for the possible participation in the EGA with the use of means of electronic communication.
Expression of opinions during the Extraordinary General Assembly with the use of means of electronic communication
The Company does not provide for the possibility of expressing opinions during the EGA with the use of means of electronic communication.
The method of exercising the voting right with the use of correspondence or with the use of means of electronic communication
The Company does not provide for the possibility of exercising the voting right with the use of correspondence or with the use of means of electronic communication.
The day of registering the participation in the Extraordinary General Assembly
August 21, 2011 shall be the day of registering the participation in the EGA (Registration Day.)
Information about the entitlement to attend the Extraordinary General Assembly
The persons who on Registration Day August 21, 2011 are the shareholders the Company shall have the right to attend the EGA.
The holders of registered shares and temporary certificates as well as pledgees and beneficiaries who have the voting right shall have the right to participate in the EGA if they are entered in the share book as of Registration Day.
The bearer shares that are in the form of a document entitle to attend the EGA if the share documents are submitted in the Company at the latest on Registration Day of the participation in the EGA and they are not collected before the end of that day. A certificate issued to certify that the share was deposited at the notary’s, in the bank or an investment company whose registered office or branch office is located in the territory of the European Union or a country which is a party to the agreement on the European Economic Area can be submitted instead of the share. The certificate shall indicate the numbers of share documents and state that the share documents shall not be issued before the expiration of Registration Day of the participation in the EGA.
At the request of the person authorized by dematerialized bearer shares of the Company, which was submitted not earlier than after the announcement of the convocation of the EGA i.e. not earlier than on August 11, 2011 and no later than on the first weekday after Registration Day i.e. no later than August 23, 2011, the entity holding the securities account shall issue a personal certificate of entitlement to attend the EGA.
The Company hereby notes that the persons who have the right to attend the EGA include the persons who:
1. were the shareholders of the Company as of Registration Day i.e. on August 21, 2011.
2. requested the entity holding their securities accounts – no earlier than on August 11, 2011 and no later than on August 23, 2011 – to issue a personal certificate of entitlement to attend the EGA.
A list of the shareholders entitled to attend the EGA shall be displayed in the registered office of the Company at Emilii Plater 53, 00-113 Warsaw (WFC, from 9:00 a.m. until 3:00 p.m. over 3 days before the EGA is held i.e. on September 3, 4 and 5, 2011.
A shareholder of the Company can demand that the list of the shareholders entitled to attend the EGA be sent to them free of charge by e-mail, indicating their own e-mail address at which the list should be sent. The Company reserves the right to verify the rights of the shareholder.
The persons entitled to attend the EGA are requested to register and collect the ballots at the venue of the Assembly in the designated place of registration one hour before the beginning of the EGA.
Access to documentation
The documentation to be presented at the EGA together with the drafts of resolutions will be published on the website of the Company at www.mci.pl from the day of convocation of the EGA according to Art. 402ł §1 of the Commercial Companies Code.
The comments or opinions of the Management Board of the Company or the Supervisory Board regarding the matters put on the agenda of the EGA or the matters to be put on the agenda before the EGA is held shall be available on the website of the Company at www.mci.pl immediately after they are received or developed.
Drafts of the resolutions of the EGA.