RB nr 54/2012

Art. 56 subpar. 1 pt. 2 of the Act on Public Offering – current and periodic information in connection with § 39 subpar. 1 pt. 5 of RO

The Management Board of MCI Management S.A. based in Warsaw at Emilii Plater 53 hereby publishes the resolutions of the Extraordinary General Assembly adopted on September 17, 2012.
The resolutions with the results of votes on each of them:
“RESOLUTION NO. 01/NWZ/2012
of the Extraordinary General Assembly of MCI Management S.A.
on election of the Chairperson of the Assembly
from September 17, 2012

The Extraordinary General Assembly of the Company hereby elects Grzegorz Bocian as Chairperson of the General Assembly.

In a secret vote on the resolution, valid votes were cast from 31.602.477 shares, which represents 50.69% of the share capital; there were 31.601.477 valid votes, including 31.601.477 votes “for”, 0 votes “against” and 0 “abstentions”, which resulted in adoption of the resolution.

Resolution no. 02/NWZ/2012
of the Extraordinary General Assembly of MCI Management S.A.
from September 17, 2012
on adoption of the agenda of the Extraordinary General Assembly
to be held on September 17, 2012

The Extraordinary General Assembly of MCI Management S.A. hereby adopts the agenda as published on August 11, 2012 on its website: www.mci.pl.

In a secret vote on the resolution, valid votes were cast from 31.602.477 shares, which represents 50.69% of the share capital; there were 31.602.477 valid votes, including 31.602.477 votes “for”, 0 votes “against” and 0 “abstentions”, which resulted in adoption of the resolution.

Resolution no. 03/NWZ/2012
of the Extraordinary General Assembly of MCI Management S.A.
adopted on September 17, 2012
on:
1) issue of G1 through G5 convertible bonds,
2) provisional increase in the share capital of the Company, and
3) exclusion of the pre-emptive right of the existing shareholders:
• G1, G2, G3, G4 and G5 convertible bonds and
• Z shares issued under the provisional increase in the share capital of the Company

The Extraordinary General Assembly of the company, operating under the business name of MCI Management S.A. (the “Company”), acting on the basis of Art. 393 pt. 5 and Art. 448 and next of the Commercial Companies Code, Art. 20 and 23 of the Act from June 29, 1995 on Bonds (Journal of Laws from 2001 no. 120 item 1300 – consolidated text as amended) (the “Act”) and § 22 pt. e) of the Statutes of the Company resolves as follows.
§ 1.
1. The General Assembly of the Company hereby adopts the program of issue (the “Program of Issue”) of not more than 5,000 (five thousand) bonds of the nominal value of PLN 10,000.00 (ten thousand) each, of the total nominal value not higher than PLN 50,000,000.00 (fifty million) (the “Bonds”) convertible into Shares (in the meaning of § 2 subpar. 2 of the resolution).
2. Under the Program of Issue the Bonds can be issued in one or several series, however, not more than 5 (five) series, designated fro G1 through maximum G5.
3. Under the Program of Issue the Bonds can be issued by December 31, 2014 (inclusive), that is the date of issue of the last series of Bonds to be issued under the Program of Issue shall fall on that day at the latest.
4. Under the Program of Issue the Bonds in specific series can be issued for the period not longer than 60 (sixty) months, counting from the date of issue of specific series of Bonds.
5. The threshold level of issue for each series of Bonds to be issued under the Program of Issue is 500 (five hundred) Bonds.
6. The Bonds to be issued under the Program of Issue:
1) shall be bearer securities,
2) shall not be in the form of documents,
3) shall be unsecured in the meaning of the Act,
4) the objective of the issue shall not be specified,
5) can be offered at the discretion of the management board of the Company by:
a) private offering to not more than 99 (ninety nine) designated entities specified by resolutions of the management board of the Company; or
b) public offering addressed exclusively to qualified investors in the meaning of Art. 8 of the Act from July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies; or
c) public offering addressed exclusively to the investors who purchase the securities of the value, calculated at their issue price or selling price, of at least EUR 50,000 (fifty thousand) on the day of calculation of that price.
7. The Bonds to be issued under the Program of Issue shall entitle to:
1) monetary performance consisting in payment of interest on the Bonds in the amount specified in the conditions of issue of the Bonds of a specific series, as long as the management board of the Company decides that the Bonds of a given series shall bear interest,
2) monetary performance consisting in payment of the amount equal to the nominal value of the Bonds on the date of redemption of the Bonds, unless the right to take up the shares instead of the Bonds, referred to in pt. 3 below, is exercised by the bondholder,
3) non-monetary performance consisting in the bondholder’s right to take up the correct number of Shares instead of the Bonds held by him (Shares – in the meaning of § 2 subpar. 2 of the resolution).
8. If the bondholder exercises the right arising from the Bonds of a given series to convert them into Shares by submitting to the Company the declaration, referred to in subpar. 10, on the date falling:
1) by December 31, 2012 (inclusive) – the price of conversion of the Bonds into Shares shall be PLN 9.00 (nine),
2) between January 1, 2013 (inclusive) and December 31, 2013 (inclusive) – the price of conversion of the Bonds into Shares shall be PLN 9.90 (nine 90/100),
3) between January 1, 2014 (inclusive) and December 31, 2014 (inclusive) – the price of conversion of the Bonds into Shares shall be PLN 10.89 (ten 89/100),
4) between January 1, 2015 (inclusive) and December 31, 2015 (inclusive) – the price of conversion of the Bonds into Shares shall be PLN 11.98 (eleven 98/100),
5) between January 1, 2016 (inclusive) and December 31, 2016 (inclusive) – the price of conversion of the Bonds into Shares shall be PLN 13.18 (thirteen 18/100),
6) between January 1, 2017 (inclusive) and December 31, 2017 (inclusive) – the price of conversion of the Bonds into Shares shall be PLN 14.49 (fourteen 49/100),
7) between January 1, 2018 (inclusive) and December 31, 2018 (inclusive) – the price of conversion of the Bonds into Shares shall be PLN 15.94 (fifteen 94/100),
8) between January 1, 2019 (inclusive) and December 31, 2019 (inclusive) – the price of conversion of the Bonds into Shares shall be PLN 17.54 (seventeen 54/100).
9. The number of Shares a given bondholder is entitled to under conversion of the Bonds into Shares shall be equal to the rounded down quotient of the nominal value of the converted Bond (dividend) and the conversion price of calculated according to subpar. 8 (divisor). The conversion price for each Bond shall be calculated regardless of the number of Bonds of a given series to be converted by the bondholder referenced to in one (or several) declaration of conversion.
10. The right to convert the Bonds of a given series into Shares can be exercised as provided for in the Act by submitting a written declaration of conversion of the Bonds into Shares by the date of redemption of the Bonds of such a series on terms and conditions to be specified in the conditions of issue of the Bonds. As of the moment of submission of the declaration of conversion of the Bonds into Shares referred to above the Bondholder’s claim to payment of the amount of redemption of the Bonds specified in subpar. 7. pt. 2) shall expire. The management board shall be entitled to set in the conditions of issue of the Bonds of a given series one or more days in each calendar year on which the written declarations of conversion of the Bonds into Shares can be submitted.
11. As a result of the conversion of G1 Bonds, G2Bonds, G3Bonds, G4 Bonds and G5 Bonds the share capital of the Company shall be increased by the amount not higher than PLN 5,555,000.00 (five million five hundred fifty five thousand.)
12. The management board of the Company is entitled to: (i) specify in the conditions of issue of the Bonds of a given series or in the proposal to acquire the Bonds of a given series if he shall take steps aiming at admitting such Bonds to organized trading in the territory of the Republic of Poland, at the discretion of the management board of the Company, by introduction to trading on a regulated market or by admitting to trading in the alternative system of trading, (ii) conclude an agreement referred to in Art. 5 subpar. 4 of the Act from July 29, 2005 on Trading in Financial Instruments with the National Depository for Securities regarding the Bonds of each series to be issued under the Program of Issue the Bonds.
13. The management board of the Company is hereby authorized to specify by a resolution (or resolutions) adopted before beginning the subscription of the Bonds of a given series to be issued under the Program of Issue the Bonds:
1) subject to the provisions of subpar. 2, the number of the Bonds to be issued in a given series,
2) subject to the provisions of subpar. 3, the date of issue the Bonds of a given series,
3) subject to the provisions of subpar. 4, the date of redemption of the Bonds of a given series,
4) the issue price of the Bonds, provided that the price shall not be lower than the nominal value of the Bonds,
5) the interest, if any, on the Bonds of a given series, and in the case when the management board decides that the Bonds of a given series shall bear interest, also the principles of their interest in particular by specifying if the interest shall be fixed or variable, specifying the interest rate as well as interest periods and interest payment deadlines,
6) if it is possible to redeem the Bonds of a given series earlier,
7) all other conditions, including the deadlines connected with the Bonds of a given series which are not provided in this Resolution,
14. The management board of the Company can resign from issuing the Bonds under the Program of Issue or resign from issuing all or some series of the Bonds to be issued under the Program of Issue.
15. The management board of the Company shall specify in the conditions of issue of the Bonds of a specific series or the proposal to acquire the Bonds of a given series to be issued under the Program of Issue if the rights from the Bonds of such a series shall be registered in the registry of bonds referred to in Art. 5a subpar. 2 of the Act or in the way described in Art. 5a subpar. 6 of the Act that is on the basis of an agreement concluded by the Company with the National Depository for Securities referred to in Art. 5 subpar. 4 of the Act from July 29, 2005 on Trading in Financial Instruments, in the depository for securities held in compliance with the provisions of the Act from July 29, 2005 on Trading in Financial Instruments.
§ 2.
1. In order to enable the bondholders of G1, G2, G3, G4 or G5 Bonds to exercise the right to take up the Shares instead of the Bonds of a given series, the General Assembly of the Company hereby resolves to provisionally increase the share capital of the Company whose maximum nominal value is PLN 5,555,000.00 (five million five hundred fifty five thousand.)
2. The share capital, referred to in subpar. 1, shall be provisionary increased by issuing not more than 5,555,000 (five million five hundred fifty five thousand) ordinary bearer Z shares of the Company of the nominal value of PLN 1.00 (one) per one share of the total nominal value of not higher than PLN 5,555,000.00 (five million five hundred fifty five thousand) (the “Shares”);
3. The deadline for the bondholders to exercise the right to take up the Shares instead of the Bonds of a given series is specified in § 1 subpar. 10 of this resolution.
4. The bondholders of G1, G2, G3, G4 or G5 Bonds exercising the right arising from the Bonds in question to convert them into Shares shall be entitled to take up the Shares in the provisionary increased share capital of the Company, referred to in subpar. 1.
5. The issue price of one Share shall be calculated in compliance with the principles provided in § 1 subpar. 8 of this resolution.
6. The Shares shall participate in dividend on the following conditions:
1) the Shares which shall be registered for the first time on the securities accounts at the latest on dividend day shall participate in profits beginning from profits for previous financial year;
2) the Shares registered for the first time on the securities accounts on the day falling after set dividend day shall participate in profits beginning from profits for the financial year in which these shares were registered for the first time on the securities accounts.
7. The General Assembly of the Company hereby decides to apply for admission of the Shares of each series to trading on the regulated market operated by the Warsaw Stock Exchange.
8. The General Assembly of the Company hereby decides to dematerialize the Shares of each series and acting on the basis of Art. 5 subpar. 8 the Act from July 29, 2005 on Trading in Financial Instruments authorizes the management board of the Company to conclude the agreement to register the Shares of each series is the deposit of securities with the National Depository for Securities.
§ 3.
1. In the interest of the Company the shareholders shall not have the pre-emptive right to the Shares.
2. In the interest of the Company the shareholders shall not have the pre-emptive right to G1, G2, G3, G4 and G5 Bonds i.e. to the shares issued under the Program of Issue.
3. The General Assembly accepts the presented by the management board written opinion explaining the reasons of depriving the shareholders of the pre-emptive right to the Shares and Bonds.
In a secret vote on the resolution, valid votes were cast from 31.602.477 shares, which represents 50.69% of the share capital; there were 31.602.477 valid votes, including 31.546.440 votes “for”, 56.033 votes “against” and 0 “abstentions”, which resulted in adoption of the resolution.

Resolution no. 04/NWZ/2012
of the Extraordinary General Assembly of MCI Management S.A.
adopted on September 17, 2012
on amending the Statutes of the Company and authorizing the Supervisory Board
to establishing the consolidated text of the Statutes of the Company
§ 1
The Extraordinary General Assembly of MCI Management S.A. based in Warsaw (the “Company”) hereby decides to amend the Statutes of the Company in such a way that the nominal value of the provisional increase in the share capital specified in the Statutes of the Company in the total amount not higher than PLN 8,400,000.00 would equal in total the amount not higher than PLN 13,955,000.00 i.e. would increase by the nominal value of the provisional increase in the share capital arising from the resolution no. 3 of this General Assembly i.e. by the total nominal value not higher than PLN 5,555,000.00.
In connection with the above the General Assembly of the Company hereby emends § 7A of the Statutes of the Company to read as follows:
“1. The total nominal value of all provisional increases in the share capital of the Company shall be not higher than PLN 13,955,000.00 (thirteen million nine hundred fifty five thousand) and it shall be composed of:
1) provisional increase in the capital made by the resolution no. 21/ZWZA/2008 of the General Assembly of the Company from June 20, 2008 amended by the Resolution no. 04/NWZA/2009 of the General Assembly of the Company from July 31, 2009 whose nominal value was set at the amount not higher than PLN 8,000,000.00 (eight million);
2) provisional increase in the share capital of the Company made by the resolution no. 20/ZWZ/2012 of the General Assembly of the Company from June 5, 2012 whose nominal value was set at the amount not higher than PLN 400,000.00 (four hundred thousand);
3) provisional increase in the capital made by the resolution no. 3 of the General Assembly of the Company from September 17, 2012 whose total nominal value was set at the amount not higher than PLN 5,555,000.00 (five million five hundred fifty five thousand).
2. The provisional increase in the share capital referred to in subpar. 1 pt. 1):
1) shall be made by issuing ordinary bearer “J” shares of the nominal value of PLN 1.00 (one) per one share in the number not higher than 8,000,000 (eight million);
2) “J” shares shall be taken up by authorized bondholders of convertible “B” bonds issued on the basis of the resolution no. 03/NWZA/2008 of the General Assembly of the Company from March 27, 2008 amended by the resolution 03/NWZA/2009 of the General Assembly of the Company from July 31, 2009.
3. The provisional increase in the share capital referred to in subpar. 1 pt. 2):
1) shall be made by issuing ordinary bearer “I” shares of the nominal value of PLN 1.00 (one) per one share in the number not higher than 400,000 (four hundred thousand).
2) “I” shares shall be taken up by authorized holders of subscription “A” warrants issued on the basis of the Resolution No. 19/ZWZ/2012 of the General Assembly of the Company from June 5, 2012.
4. The provisional increase in the share capital referred to in subpar. 1 pt. 3):
1) shall be made by issuing ordinary bearer “Z” shares of the nominal value of PLN 1.00 (one) per one share in the number not higher than 5,555,000 (five million five hundred fifty five thousand);
2) “Z” shares shall be taken up by authorized holders of convertible G1, G2, G3, G4 or G5 bonds issued on the basis of the resolution no. 4 of the General Assembly of the Company from September 17, 2012.”
§ 2
The Supervisory Board of the Company shall be authorized to establish the consolidated text of the Statutes of the Company taking into account the amendments made by this resolution.

In a secret vote on the resolution, valid votes were cast from 31.602.477 shares, which represents 50.69% of the share capital; there were 31.602.477 valid votes, including 31.602.440 votes “for”, 0 votes “against” and 0 “abstentions”, which resulted in adoption of the resolution.”

During the session of the Extraordinary General Assembly there was no objection raised against the minutes and no adoption of any of the planned resolutions was waived.

Magdalena Pasecka – Member of the Management Board
Tomasz Czechowicz – President of the Management Board