RB nr 59/2007

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

I. The Management Board of MCI Management S.A. informs that during the session of the Extraordinary General Assembly on August 23, 2007 in Wrocław the following resolutions were adopted:

RESOLUTION NO. 01/NWZA/07
of the Extraordinary General Assembly of MCI Management SA adopted on August 23, 2007 on issuing bonds of the Company.

§ 1.
1. On the basis of § 22 letter e. of the Statutes of the Company the General Assembly of MCI Management SA (“Company”) resolves as follows:

1) The Company shall issue bonds (“Bonds”) in the number not lower than 2,000 (two thousand) and not higher than 10,000 (ten thousand) with their total value not less than 20 (twenty) million zlotys and not more than 100 (one hundred) million zlotys,
2) The Bonds shall not have the form of documents,
3) The Bonds shall be unsecured in the meaning of the act from June 29, 1995 on bonds,
4) The Bonds shall bear interest,
5) The Bonds shall not be bonds convertible into shares or bonds with the pre-emptive right,
6) The Bonds shall be issued by inviting individually designated addressees in the number not higher than 99 to submit offers to purchase the Bonds.

2. The General Assembly of the Company hereby decides to authorize the Management Board of the Company to establish all matters which are not regulated in this resolution connected with the issue of the Bonds and take all necessary steps to conduct the issue of the Bonds, including in particular authorization of the Management Board of the Company to the following:

1) to adopt the program of issuing the Bonds (including the number and volume of tranches of issued Bonds) as well as to conduct the issue,
2) to establish the series of the Bonds,
3) to establish the nominal value and the issue price of the Bonds,
4) to establish the rules regarding interest of the Bonds, their redemption date and the dates as well as rules of interest payment,
5) to establish the remaining rules of issuing and distributing the Bonds, including the method, dates and conditions of submission of offers to purchase the Bonds,
6) to conclude agreements and performing other legal and actual acts necessary to adopt the program of issuing the Bonds, conducting the issue of the Bonds and assuring the performance of the obligations of the Company arising from the Bonds.

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

RESOLUTION NO. 02/NWZA/07
of the Extraordinary General Assembly of MCI Management SA adopted on August 23, 2007 on amending the rules of remuneration of the members of the Supervisory Board by amending the Resolution No. 29/ZWZA/2007 from June 25, 2007.

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

a) Point 3 §1 of chapter “INCENTIVE PROGRAM FOR THE SUPERVISORY BOARD FOR THE YEARS 2009-2012” of the Resolution No. 29/ZWZA/2006 from June 27, 2007 shall read as follows:
“3. In each year of the implementation of the Incentive Program of the Supervisory Board the number of shares in a given Granting shall be divided in such a way that each member of the Supervisory Board shall be entitled to purchase the same number of shares from the Company, with the exception of the Chairperson of the Supervisory Board who shall be entitled to purchase twice more shares than one member of the Supervisory Board.”

b) The remaining provisions of the “INCENTIVE PROGRAM FOR THE SUPERVISORY BOARD FOR THE YEARS 2009-2012” of the Resolution No. 29/ZWZA/2006 from June 25, 2007 shall remain unaffected and effective.

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

RESOLUTION NO. 03/NWZA/07
of the Extraordinary General Assembly of MCI Management SA adopted on August 23, 2007 on amending the Resolution No. 14/ZWZA/2007 of the Ordinary General Assembly from June 25, 2007 on distribution of profits of the Company for 2006.

§ 1.
The Extraordinary General Assembly hereby amends § 1 of the Resolution No. 14/ZWZA/2007 of the Ordinary General Assembly from June 25, 2007 on distribution of profits of the Company for 2006 in such a way that it shall read:
Ҥ 1.
Net profits indicated in the reporting year from Jan. 1, 2006 to Dec. 31, 2006 in the amount of PLN 25,511,066.28 shall be used in the amount of PLN 22,815,533.87 on covering the financial losses of the Company from previous years, whereas the net profits in the amount of PLN 2,695,532.41 shall be used on the supplementary capital.”

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

II. The Management Board of the Company informs that: (i) the Extraordinary General Assembly did not resign from considering any of the points on the planned agenda, (ii) and that during the session no objections of the participants in the Assembly were raised to the minutes.