RB nr 50/2008

Legal basis: § 39 subpar 1 pt. 3 of RO

The Management Board of MCI Management S.A. informs that the session of the Extraordinary General Assembly shall be held on September 25, 2008 at 11:00 in the conference room in the seat of the Company at Klecińska 125 in Wrocław. The following are the drafts of resolutions to be adopted according to the agenda:

Resolution no. 01/NWZA/2008
of the Extraordinary General Assembly of MCI Management S.A.
from September 25, 2008
on
election of the Chairperson of the Extraordinary General Assembly

The Extraordinary General Assembly of MCI Management S.A. hereby elects Mr./Ms. [•] to be the Chairperson of the Extraordinary General Assembly.

Justification of the Management Board:
The Resolution is technical in nature. The necessity of electing the Chairperson of the Extraordinary General Assembly immediately after opening the session of the General Assembly is in compliance with the provision of Art. 409 § 1 of the Commercial Companies Code.

Resolution no. 02/NWZA/2008
of the Extraordinary General Assembly of MCI Management S.A.
from September 25, 2008
on
approval of the agenda of the session from September 1, 2008

The Extraordinary General Assembly of MCI Management S.A. hereby approves the agenda of the session in the wording as published in the Monitor Sądowy i Gospodarczy no. 170/2008 item. 11351 from September 1, 2008.

Justification of the Management Board:
The Resolution is technical in nature. The necessity of following the agenda of the session of the General Assembly results indirectly from the provision of Art. 409 § 2 and Art. 404 § 1 of the Commercial Companies Code.

Resolution no. 03/NWZA/2008
of the Extraordinary General Assembly of MCI Management S.A.
from September 25, 2008
on
rescission of the Resolution No. 19/ZWZA/2008 and No. 20/ZWZA/2008 from June 20, 2008

The Extraordinary General Assembly of MCI Management S.A. (“Company”) hereby rescinds the Resolution No. 19/ZWZA/2008 of the Ordinary General Assembly of the Company adopted on June 20, 2008 on dematerialization of I shares and granting authorization to conclude by the Company agreements with the National Depository for Securities for registration of the shares of the Company, rights to shares and pre-emptive rights to shares as well as Resolution No. 20/ZWZA/2008 of the Ordinary General Assembly of the Company adopted on June 20, 2008 on granting the consent to take legal acts aiming at admitting I shares, rights to shares and pre-emptive rights to shares to trading on the regulated market of the Warsaw Stock Exchange.

Justification of the Management Board:
The Resolution is technical in nature. The necessity of rescinding the Resolution No. 19/ZWZA/2008 and Resolution No. 20/ZWZA/2008 from June 20, 2008 results from adopting new resolutions in this respect by this Extraordinary General Assembly of the Shareholders.

Resolution no. 04/NWZA/2008
of the Extraordinary General Assembly of MCI Management S.A.
from September 25, 2008
on
increase of the share capital while retaining the pre-emptive rights by previous shareholders

The Extraordinary General Assembly of MCI Management S.A. (“Company”) on the basis of Art. 430 § 1 in connection with Art. 431 § 1 and 2 pt. 2), Art. 432 § 1 and 2, Art. 433 § 1, Art. 436 § 4 of the Commercial Companies Code and § 22 pt. h) of the Statutes of the Company resolves as follows.

§ 1 [Increase of capital]
1. The share capital of the Company is hereby increased by the amount not higher than PLN 12,000,000.00 (twelve million) that is from PLN 41,457,000.00 (forty one million four hundred fifty seven thousand) to the amount not higher than PLN 53,457,000.00 (fifty three million four hundred fifty seven thousand) by issuing not more than 12,000,000 (twelve million) new I shares with the nominal value of PLN 1.00 (one) each, hereinafter “I Shares.”
2. I Shares shall be ordinary bearer shares.
3. I Shares shall be paid for by contributions in cash.
4. I Shares shall participate in dividend beginning with payments from profits to be divided for the reporting year 2008, that is from January 1, 2008.
5. I Shares shall be issued in the form of public offering as provided in the Act from July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies within the closed subscription.
§ 2 [Pre-emptive right of the shareholders]
6. I Shares shall be offered to the shareholders who have the pre-emptive right.
7. November 18, 2008 shall be the day of exercise of the pre-emptive right to I Shares.
8. Each [•] A, B, C, D, E, F, G, H and [•] Shares held by the shareholders at the end of the day of exercise of the pre-emptive right shall represent 1 (one) pre-emptive right authorizing to take up 1 (one) I Share.
9. In the case when the number of I Shares for a given shareholder on the basis of their pre-emptive right is not an integral number, it shall be rounded down to the nearest integral number.
§ 3 [Authorization for the Management Board]
The Extraordinary General Assembly hereby authorizes the Management Board of the Company to:
(a) set and announce the dates of opening and closing of the subscription of I Shares;
(b) set the issue price of I Shares;
(c) set the rules and dates for granting of I Shares which have not been taken up on the basis of their pre-emptive rights;
(d) grant I Shares;
(e) submit in the form of a notarized deed a declaration of the volume of the share capital taken up as a result of subscription,
(f) undertake other activities necessary to perform this resolution.
Justification of the Management Board:
Adoption of the resolution is necessary as a result of the decision to issue I shares with the pre-emptive right without the use of authorized capital.

Resolution no. 05/NWZA/2008
of the Extraordinary General Assembly of MCI Management S.A.
from September 25, 2008
on
granting the consent to dematerialization of I Shares and the pre-emptive right to I Shares, to admission and introduction of I Shares, pre-emptive rights to I Shares and rights to I Shares to trading on the regulated market and authorizing the Management Board to conclude agreements with the National Depository for Securities for registration of I Shares, pre-emptive rights to I Shares and rights to I Shares in the depository for securities and to take legal acts aiming at admitting and introducing I Shares, pre-emptive rights to I Shares and rights to I Shares to trading on the regulated market

The Extraordinary General Assembly of MCI Management S.A. (“Company”) on the basis of Art. 27 subpar. 2 pt. 3 of the Act from July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies hereby grants the consent to the following:
(a) dematerialization of I Shares, and this consent includes also the consent to dematerialization of the pre-emptive rights to I Shares and the rights to I Shares; and
(b) admission and introduction of I Shares, the pre-emptive rights to I Shares and the rights to I Shares to trading on the regulated market of the Warsaw Stock Exchange;
and on the basis of Art. 5 subpar. 3 and 8 of the Act from July 29, 2005 on Trading in Financial Instruments hereby authorized the Management Board of the Company to:

(a) take all necessary steps to obtain the decision of the Polish Financial Supervision Authority on approval of the prospectus of I Shares, pre-emptive rights to I Shares and the rights to I Shares;
(b) conclude an agreement with the National Depository for Securities for registration of I Shares, pre-emptive rights to I Shares and the rights to I Shares in the depository for securities;
(c) conduct all activities to dematerialize I Shares, pre-emptive rights to I Shares and the rights to I Shares;
(d) take all actual and legal steps to admit and introduce I Shares, pre-emptive rights to I Shares and the rights to I Shares to trading on the regulated market of the Warsaw Stock Exchange;
(e) undertake other activities necessary to perform this resolution.

Justification of the Management Board:
Adoption of the resolution is necessary to provide the Company with legal capacity to execute the intent to issue I shares, including in the scope of dematerialization of shares before their admission to trading on the Warsaw Stock Exchange.

Resolution no. 06/NWZA/2008
of the Extraordinary General Assembly of MCI Management S.A.
from September 25, 2008
on
amending the Statutes of MCI Management S.A.

The Extraordinary General Assembly of MCI Management S.A. (“Company”) on the basis of Art. 430 § 1 in connection with Art. 431 § 1 and Art. 310 § 2 of the Commercial Companies Code and § 22 pt. g) of the Statutes of the Company hereby resolves as follows:

As a result of increase of the share capital by issuing I Shares adopted by the Extraordinary General Assembly today by Resolution no. 04/NWZA/2008, § 7 subpar. 1 of the Statutes of the Company SpĂłłki shall read as follows:

“The share capital of the Company shall be not higher than PLN 56,873,269.00 (fifty six million eight hundred seventy three thousand two hundred sixty nine) and is divided into not more than 56,873,269 (fifty six million eight hundred seventy three thousand two hundred sixty nine) equal and indivisible shares each of nominal value of PLN 1.00 (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,)
• 1,457,000 (one million four hundred sixty seven thousand) ordinary bearer shares (F shares) with the successive numbers from 00 000 001 (one) to 01 457 000 (one million four hundred fifty 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 thousand,)
• 733,000 (seven hundred thirty three thousand) ordinary bearer shares (H shares) with the successive numbers from 000 001 (one) to 733 000 (seven hundred thirty three thousand,)
• not more than 12,000,000 (twelve million) ordinary bearer shares (I shares) with the successive numbers from 00 000 001 (one) to not more than 12 000 000 (twelve million,)
• 216,269 (two hundred sixteen thousand two hundred sixty nine) ordinary bearer shares (K shares) with the successive numbers from 000 001 (one) to 216 269 (two hundred sixteen thousand two hundred sixty nine,)
• 3,200,000 (three million two hundred thousand) ordinary bearer shares (L shares) with the successive numbers from 00 000 001 (one) to 03 200 000 (three million two hundred thousand.)

Justification of the Management Board:
Adoption of the resolution is necessary to provide the Company with legal capacity to execute the intent to issue I, K and L shares of the Company as well as to execute the increase of capital according to Art. 431 § 1 of the Commercial Companies Code.

Resolution no. 07/NWZA/2008
of the Extraordinary General Assembly of MCI Management S.A.
from September 25, 2008
on
authorizing the Supervisory Board to establish the unified text of the Statutes of the Company

The Extraordinary General Assembly of MCI Management S.A. (“Company”) on the basis of Art. § 22 pt. g) of the Statutes of the Company hereby authorizes the Supervisory Board to establish the unified text of the Statutes of the Company including the amendments made by the Extraordinary General Assembly of today as well as taking into account the declaration made by the Management Board of the Company on the volume of the share capital of the Company taken up as a result of public subscription according to § 3 pt. (e) of the resolution no. 04/NWZA/2008 on increase of the share capital of the Company and resolution no. 06/NWZA/2008 on amending the Statutes of the Company.

Justification of the Management Board:
Adoption of the Resolution is technical in nature. The obligation to establish the unified text of the Statutes of the Company results from Art. 9 subpar. 4 of the Act from August 20, 1997 on the National Court Register.

Resolution no. 08/NWZA/2008
of the Extraordinary General Assembly of MCI Management S.A.
from September 25, 2008
on
granting the consent to conclude the investment subissue agreement

The Extraordinary General Assembly of MCI Management S.A. (“Company”) on the basis of Art. 14 of the Act from July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies hereby grants the consent and authorizes the Management Board of the Company to conclude the investment subissue agreement with [•] regarding I Shares which have not been taken up by the shareholders on the basis of their pre-emptive rights.

Justification of the Management Board:
Adoption of the resolution is necessary to provide the Company with legal capacity to execute the intent to issue I shares, including in the scope of conclusion of the agreement for subissue of shares which have not been taken up by the shareholders on the basis of their pre-emptive rights to the shares of the Company.

Resolution no. 09/NWZA/2008
of the Extraordinary General Assembly of MCI Management S.A.
from September 25, 2008
on
granting the consent to dematerialization of L Shares, admission and introduction of L Shares to trading on the regulated market and authorizing the Management Board to conclude the agreement with the National Depository for Securities for registration of L Shares in the depository for securities and to take steps aiming at admitting and introducing L Shares to trading on the regulated market

The Extraordinary General Assembly of MCI Management S.A. (“Company”) on the basis of Art. 27 subpar. 2 pt. 3 of the Act from July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies hereby grants the consent to dematerialization of L Shares as well as admission and introduction of L Shares to trading on the regulated market of the Warsaw Stock Exchange and on the basis of Art. 5 subpar. 3 and 8 of the Act from July 29, 2005 on Trading in Financial Instruments hereby authorized the Management Board of the Company to:

(a) conclude an agreement with the National Depository for Securities for registration of L Shares in the depository for securities;
(b) conduct all activities to dematerialize L Shares;
(c) take all actual and legal steps to admit and introduce L Shares to trading on the regulated market of the Warsaw Stock Exchange;
(d) undertake other activities necessary to perform this resolution.

Justification of the Management Board:
Adoption of the resolution is necessary to provide the Company with legal capacity to execute the intent to issue L shares, including in the scope of dematerialization of shares before their admission to trading on the Warsaw Stock Exchange.