RB nr 48/2007

Legal basis: § 5 subpar. 1 pt. 1 of RO and § 7 of RO

The Management Board of MCI Management S.A. informs that it received information about signing by Innovation Technology Group SA (ITG) – a portfolio company of the fund (33.98% stake of MCI in the share capital) on July 28, 2007 of the investment agreement with Surfland Systemy Komputerowe SA (SSK). Apart from the companies mentioned above the parties to the agreement include the shareholders of SSK representing its full share capital and other key persons for those entities.

The agreement was to come into effect on condition of final acceptance of its provisions by the Supervisory Board of ITG which took place on July 9, 2007.

The objective of the parties is to fully consolidate ITG and SSK by the end of Q1 2008 -major regional enterprises operating on the IT market which the parties wish shall become within the ITG Group the regional leader in innovative IT technologies and thanks to the generated effects of synergy, effective business model and the strategy of operations which is attractive for investors shall dynamically increase their value and successfully conduct the first public offer of ITG shares planned by Oct. 31, 2007.

The most essential conditions of the agreement regard the rules of its execution under which the parties agreed that after the planned debut on the Warsaw Stock Exchange ITG shall purchase for cash 1/3 of all SSK shares. The remaining 2/3 of SSK shares shall be purchased by ITG in exchange for ITG shares issued in the non-public offer in order for them to be taken up by previous shareholders of SSK (swaps). After conducting the operations described above in order to optimize the planned merger ITG shall become owner of 100% SSK shares.
Parallel to the process of IPO and purchasing SSK shares by ITG, ITG and SSK shall be merged organizationally as well as formally and legally.
The parties to the agreement agreed that after the merger the company shall change its name to “Surfland ITG SA”.

Innovation Technology Group SA is the regional system integrator operating in the IT market that is the parent company in the ITG Group, with subsidiaries (100% stake in the share capitals) – Microtech International Ltd. sp. z o.o. and CCS
sp. z o.o., where:
Microtech International Ltd. sp. z o.o. deals with the execution of innovative research and implementation projects performed within such European programs as EUREKA, 6FP, 7 FP and others, industrial process automation, furnishing control and measurement equipment, controllers and regulators. Systems of computer supervision, control and telemetrics, in particular designed for power generation, heat and gas engineering; designing and manufacturing professional electronic equipment for military and industrial applications; realization of complete audio-visual systems; designing software for business and system integration in industry and „intelligent building”.
CCS sp. z o.o. specializes in complete tele-technical and telematic solutions.
Surfland Systemy Komputerowe SA is the leading Lower Silesian IT company operating for over 15 years providing advanced IT technologies; it specializes in business dedicated application solutions. It has long-lasting experience in integrated tele-information systems, building technical infrastructure, Internet services, designing and maintenance of data transmission networks and a lot of experience in sale and implementation of ERP management support systems. It also executes advanced projects in the area of use of mobile technologies in business.
The investment is a long-term investment. There are no connections referred to in § 7 subpar. 6 of RO.

The purchased assets represent over 20% of the share capital of Zakupione aktywa będą stanowiły ponad 20% kapitału zakładowego ITG SA and are considered assets of significant value.