RB nr 70/2004

Legal basis: § 49 subpar. 1 pt. 1 and 2 RO

The main reason for convocation of the Extraordinary General Assembly of the Shareholders by the Management Board of MCI Management SA is adoption of the formal frame for MCI manager option plan (details see in current report no. 58/2004). The Company is going to base its option plan on the bonds with the right of priority in taking up shares. The planned Assembly shall resolve to issue both the bonds with he right of priority and provisional issue of shares.

I. The Management Board of MCI Management SpĂłłka Akcyjna, with its registered office in Wrocław, ul. Św. Mikołaja 7 (“Company”), hereby convenes the Extraordinary General Assembly of the Shareholders of the Company on December 17, 2004. The session of the General Assembly shall begin at 9:30 a.m. in the conference room in the office of the Company in Wrocław, ul. Św. Mikołaja 7, (3rd floor of Renaissance Business Centre building) – with the following agenda:
1. Opening of the session
2. Election of the Chairperson
3. Stating the proper convocation of the General Assembly
4. Acceptance of the agenda
5. Adoption of the resolution on the issue of bonds with the right of priority, contingent increase of the share capital of the Company, exclusion of the pre-emptive right to shares and bonds of previous shareholders and admission of shares to public trading.
6. Adoption of the following resolutions:
1) on the change of the rules of remuneration of the members of the Supervisory Board
2) on the consent to buy out own shares Class A by the Company
3) on making an amendments to the Statutes of the Company
4) on agreeing the unified text of the Statutes
7. Conclusion of the session.

II. The shareholders who at least one week prior to the date of the General Assembly, i.e. by Dec. 9, 2004, submit in the office of the Company in shall have the right to participate in the General Assembly Wrocław, ul. Św. Mikołaja 7, by 4:00 p.m. registered deposit certificates issued by the party operating the securities account and shall not withdraw the submitted certificate prior to the end of the session of the General Assembly.

III. In connection with the intent to amend the Statutes the Management Board of the Company provides below the unified text of the Statutes with the proposed amendments in “italics”:

I. GENERAL PROVISIONS

§ 1.
1. The business name of the Company shall be: “MCI Management” SpĂłłka Akcyjna.
2. The Company may use the abbreviated name of “MCI Management” S.A. and a distinctive logo as well as the business name in the translation into foreign language.

§ 2.
The seat of the Company shall be the city of Wrocław.

§ 3.
1. The Company shall perform its operations in the territory of the Republic of Poland and abroad.
2. The Company may open branch offices, affiliates, divisions and other organizational units in Poland as well as abroad and it may participate in commercial law companies and civil law companies with domestic and foreign entities within the frame of effective regulations of law.

§ 4.
1. The objects of the operations of the Company shall include:
a) other financial agency services, not classified elsewhere – PKD 65.23.Z;
b) holding activities – PKD 74.15.Z;
c) consulting in the scope of performing business activities and management – PKD 74.14.A;
d) supplementary financial activities, not classified elsewhere – PKD 67.13.Z.;
e) other forms of granting credits – PKD 67.22.Z.

2. If the undertaking or carrying out the commercial operations as defined above in the objects of the operations of the Company requires a consent, permission or license of the governmental body due to special regulations, such undertaking or carrying out of such operations may commence after such a consent, permission or license is granted.

§ 5.
The term of the Company is indefinite.

§ 6.
The announcements of the Company as provided by law shall be published in the “Monitor Sądowy i Gospodarczy”.

II. THE SHARE CAPITAL, SHAREHOLDERS AND SHARES

§ 7.
1. The share capital of the Company shall be 37,800,000 PLN (thirty seven million eight hundred thousand zlotys) and is divided into 37,800,000 (thirty seven million eight hundred thousand) equal and indivisible shares each of nominal value of 1 PLN (one zloty), including:
– 100,000 (one hundred thousand) ordinary registered shares (A shares) with the consecutive 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 consecutive 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 consecutive 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 consecutive 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 consecutive numbers from 00 000 001 (one) to 05 200 000 (five million two hundred thousand).
2. A shares were paid with cash contributions and taken up by the founders of the Company in the following numbers:
a) MCI spĂłłka z ograniczoną odpowiedzialnością with its registered seat in Wrocław – 59 (fifty nine) shares in the amount of 1000.00 PLN (one thousand zlotys) each,
b) HOWELL SpĂłłka Akcyjna with its registered seat in Szczawno ZdrĂłj – 39 (thirty nine) shares in the amount 1000,00 PLN (one thousand zlotys) each,
c) Tomasz Czechowicz – 1 (one) share in the amount of 1000.00 PLN (one thousand),
d) Andrzej Dadełło – 1 (one) share in the amount of 1000,00 PLN (one thousand).
3. The shares of the Company from successive issues may be registered shares or bearer shares and they may be paid with cash contributions on in-kind contributions.
4. Each share shall grant one voting right at the General Assembly.
5. The shares may be issued in collective share certificates.
6. The shareholders shall have the right to share in annual profit allotted by the General Assembly to be divided and to share in the division of the Company”s property in case of its liquidation. All shares shall participate in dividend of equal amount.
7. The Company may acquire its own shares in order to redeem them and to pursue other objectives as defined in Art. 362 § 1 of the Polish Commercial Companies Code.
8. The share capital may be increased also by an increase of the nominal value of the shares.
9. The shares may be redeemed by a decrease of the share capital through a resolution of the General Assembly, with the consent of the shareholder whose shares shall be redeemed. The amount to be paid for the redeemed shares shall be determined each time through a resolution of the General Assembly. Instead of the redeemed shares the Company may issue utility certificates on the conditions provided by the General Assembly.
10. The Company may create reserve capitals and purpose funds on the basis of the resolutions of the General Assembly.
11. A part of supplementary capital in the amount of one third of the share capital may be used only to cover the balance losses.
12. On the basis of the resolutions of the General Assembly the reserve capitals and the balance of supplementary capital in excess of the amount defined in subpar. 11 may be used in particular to increase the share capital.
13. The share capital of the Company may be increased not only as provided in subpar. 8 above but also as provided in Art. 444 and the following in the Polish Commercial Companies Code as the authorized capital, as follows:
a) the Management Board of the Company shall increase the share capital by December 31, 2005 by up to 12,200,000.00 (twelve million two hundred thousand) zlotys;
b) the Management Board may exercise its right by one or more successive increases of the share capital as the authorized capital;
c) increasing the share capital as the authorized capital the Management Board may issue shares instead of cash contributions and in-kind contributions, however, the issue of shares instead of the in-kind contributions made requires a consent of the Supervisory Board;
d) the setting of the issue price of the shares issued as the authorized capital requires the consent of the Supervisory Board;
e) the pre-emptive right of the previous shareholders regarding the shared issued by the Management Board as the authorized capital may be excluded with the consent of the Supervisory Board;
f) the Management Board shall not increase the share capital as the authorized capital with the Company”s own means;
g) the shares issued by Management Board as the authorized capital may not be preference shares, and they may not be connected with the personal rights of their owners;
h) a resolution of the Management Board on the increase of the share capital as the authorized capital shall be executed in the form of a notarial deed.

III. THE COMPANY GOVERNING BODIES

§ 8.
The Company Governing Bodies shall include:

A. The Management Board.
B. The Supervisory Board.
C. The General Assembly.

A. The Management Board

§ 9.
1. The Management Board of the Company shall be composed of one to five members, including the President of the Management Board, appointed for three years. The members of the first Management Board are appointed by the founders of the Company for two years.
2. The Supervisory Board shall appoint, dismiss and suspend in their duties the members of the Management Board of the Company, as well as set the number of the members of the Management Board.
3. The mandates of the members of the Management Board shall expire on the day of the General Assembly approving the statements, balance sheet and income statement for the last year of their term of office.

§ 10.
1. The Management Board of the Company shall manage the Company and represent it in and out of court, before authorities and third parties.
2. The By-Laws of the Management Board of the Company shall define in detail the operations of the Management Board. The By-Laws shall be adopted by the Management Board and approved by the Supervisory Board through a resolution.

§ 11.
1. The cooperation of two members of the Management Board or one member of the Management Board with the procurator shall be required to make the declarations of will and sign on behalf of the Company.
2. The procurator may represent the Company only jointly with a member of the Management Board of the Company. It shall be sufficient to receive the writs and other notices if one member of Management Board is served but always on the premises of the Management Board.
3. The matters that go beyond the regular management of the Company shall require the resolutions of the Management Boards.

§ 12.
1. A representative of the Supervisory Board delegated from among their members shall conclude agreements with the members of the Management Board of the Company on behalf of the Company. Other acts of law between the Company and the member of the Management Board shall require the same.
2. The Supervisory Board shall represent the Company in the disputes with the member of the Management Board.

§ 13.
The member of the Management Board shall not without a consent of the Supervisory Board engage in competitive business or participate in a competitive company as a partner, shareholder or member of the management.

B. The Supervisory Board

§ 14.
1. The Supervisory Board shall be composed of 5 (five) to 6(six) members, including the Chairperson and the Vice-Chairperson. The number of the members of the Supervisory Board shall be determined by the General Assembly through a resolution.
2. Subject to the provisions in subpar. 3 below, the members of the Supervisory Board shall be appointed and dismissed in the following way:
a) As long as the shareholder Czechowicz Ventures sp. z o.o. possesses at least 20% (twenty percent) of votes at the General Assembly – the shareholder shall appoint and dismiss 1(one) member of the Supervisory Board;
b) The General Assembly shall appoint and dismiss the remaining members of the Supervisory Board.
3. In the case when the number of votes is decreased at the General Assembly below 20% (twenty percent) possessed by the shareholder entitled to appoint and dismiss the member of the Supervisory Board in accordance with the above § 14 subpar. 2 letter a), the shareholder shall lose the rights deriving from § 14 subpar. 2 letter a), and the mandate of the member of the Supervisory Board appointed by him shall expire. The determination of the expiration of the mandate shall be made in the form of a resolution of the Supervisory Board at its next meeting.
4. The term of office of the Supervisory Board shall be three years, with the exception of the term of office of first Supervisory Board which shall be one year.
5. The Supervisory Board shall operate on the basis of the By-Laws which shall be adopted by the Supervisory Board and approved by the General Assembly.
6. The Chairperson of the resigning Supervisory Board shall convoke and open the first meeting the newly appointed Supervisory Board. The Chairperson and the Vice-Chairperson of the Supervisory Board shall be appointed by the Supervisory Board in a secret vote by a simple majority of votes cast.
7. The meeting of the Supervisory Board shall be convoked and chaired by the Chairperson and in case of his absence by the Vice-Chairperson of the Supervisory Board.
8. The meeting of the Supervisory Board may be ordinary or extraordinary. The ordinary meetings shall be held at least four times a year (once a quarter.) The extraordinary meeting may be held at any time.
9. The Chairperson or in his absence the Vice-Chairperson of the Supervisory Board shall convoke the meeting of the Supervisory Board on his own initiative or at the request of the Management Board of the Company or the member of the Supervisory Board in writing. The meeting shall be convoked within two weeks from the submission of the request.
10. The meeting of the Supervisory Board shall be convoked with prior 7 (seven) day notification by registered mail with additional notification by fax of those members of the Supervisory Board who wish so, unless all members of the Supervisory Board consent in writing to hold the meeting and waive the service of the 7 (seven) day notice.
11. The meetings of the Supervisory Board may be held over the telephone or with the use of other electronic means of communication, in a way which shall enable all members of the Supervisory Board to participate in such a meeting to communicate with one another. The resolutions adopted at such a meeting shall be valid provided the attendance list and the minutes of such a meeting are signed by each member of the Supervisory Board who participated in it and on condition that all members of the Supervisory Board were notified of the contents of the draft of the resolution. In such a case it is assumed that the meeting took place and the minutes were recorded was the place where the Chairperson or in his absence the Vice-Chairperson of the Supervisory Board was if the meeting was chaired by him. The members of the Supervisory Board may take part in the adoption of the resolutions by casting their vote through another member of the Supervisory Board with the exception of the matters put on the agenda at the meeting of the Supervisory Board.
12. In the scope permitted by law and in cases justified by crucial interest of the Company or in the matters requiring immediate attention the resolutions of the Supervisory Board may be adopted by voting in writing ordered by the Chairperson or in his absence by the Vice-Chairperson if all members of the Supervisory Board express their consent in writing to the contents of the resolutions or the vote in writing. The date of signing of the resolution by the Chairperson or in his absence by the Vice-Chairperson shall be considered the date of the resolution. The adoption of the resolutions as provided in subpar. 11 and 12 does not regard the election of the Chairperson and the Vice-Chairperson of the Supervisory Board and the appointment, dismissal and suspension of the members of the Management Board.
13. Subject to § 18 subpar. 2 below, for the resolutions of the Supervisory Board to be valid it is necessary to invite all members of the Supervisory Board of the meeting of the Supervisory Board as provided in § 14 subpar. 9 and 10 below.

§ 15.
1. The Supervisory Board shall perform permanent supervision over the operations of the Company in all areas of its enterprise
2. The Supervisory Board shall perform its duties by adoption of resolutions and they shall include in particular the following:
a) examination of balance sheet and income statement at the end of each financial year as to both its consistence with the books and documents and with the actual state,
b) examination of the report of the Management Board and the conclusions of the Management Board as to the division of profits and coverage of losses,
c) submission to the General Assembly annual reports in writing on the results of the examinations, referred to in points “a” and “b”,
d) suspension of individual or all members of the Management Board of the Company due to important reasons,
e) delegation of the members of the Supervisory Board to temporarily perform the activities of the members of the Management Board who are unable to perform their activities,
f) setting the rules of the remuneration of the President of the Management Board and at his request of the members of the Management Board of the Company,
g) adoption of the By-Laws of the Supervisory Board and approval of the By-Laws of the Management Board of the Company,
h) granting permission for the creation of new companies, for the purchase by the Company of stocks or shares, or for the sale of stocks or shares possessed by the Company, if the value of such a transaction exceeds 2,000,000.00 (two million) zlotys and the transaction was not assumed in the budget of the Company approved in compliance with the provisions of the Statutes,
i) expressing opinion on the annual budget of costs of operations of the Company,
j) appointment of an auditor to examine the financial statements of the Company,
k) granting permission for the provision, pursuant to any legal title, by the Company or the companies affiliated with the Company (as provided in Art. 4 § 1 pt. 5) of the Polish Commercial Companies Code) for the members of the Management Board of the Company,
l) granting permission for the conclusion by the Company or its dependant company of an important agreement with a company affiliated with the Company, with a member of the Supervisory Board, with a member of the Management Board of the Company or with their affiliated companies,
m) granting permission for the acquisition by the Company of its own shares, with the exception of the situation as defined in Art. 362 § 1 pt. 2) of the Polish Commercial Companies Code,
n) granting the Company a permission for:
(1) contracting liabilities regarding individual transactions or a series of transactions connected with one another, including but not limited to the provisional transactions and forward transactions;
(2) taking loans and credits;
(3) granting guarantees by the Company and contracting liabilities by the Company for guarantees and other off-balance liabilities, with the exception of the activities which secure the Company”s own liabilities;
(4) establishment of pledge, mortgage, transfer of ownership as security for a debt and other encumbrances of the Company”s property;
(5) sale of tangible assets of the Company
– of the value in excess of 2,000,000.00 (two million zlotys) in one financial year which was not accounted for in the budget approved in accordance with the provisions of the Statutes of the Company,
o) granting a permission for the decisions of the Management Board of the Company connected with an increase of the share capital as the authorized capital, in accordance with the provisions of § 7 subpar. 13 of the Statutes.

§ 16.
1. The members of the Supervisory Board shall perform their rights and duties personally.
2. The remuneration of the members of the Supervisory Board shall be determined by the General Assembly.

§ 17.
The Supervisory Board may delegate one or a few members of the Supervisory Board to individually perform the supervisory activities. These members shall receive separate remuneration in the amount determined by the General Assembly. These members shall be bound by the prohibition of competition, the same as the members of the Management Board of the Company.

§ 18.
1. Subject to subpar. 2 below, the adoption of a resolution by the Supervisory Board of the Company requires an absolute majority of votes cast in the presence of at least half of the members of the Supervisory Board. In case of equal number of votes for and against the adoption of the resolution, the Chairperson or in his absence the Vice-Chairperson of the Supervisory Board shall have a casting vote.
2. The adoption by the Supervisory Board of a resolution on the matters indicated above in § 15 subpar. 2 pt: f), i), j), l), m) and o) of the Statutes shall require casting of the vote for such a resolution by the member of the Supervisory Board appointed by the shareholder in accordance with § 14 subpar. 2 letter a) of the Statutes or else it shall be null and void.
3. The resolutions of the Supervisory Board shall be recorded. The minutes shall be signed by current members of the Supervisory Board. The minutes shall include the agenda and list the names of the member of the Supervisory Board participating in the meeting, the number of votes cast for individual resolutions, indicate the way the voting was conducted and the result of the voting.
4. The dissenting opinions of the members of the Supervisory Board present at the meeting and the objections of the members of the Supervisory Board absent at the meeting of the Supervisory Board sent later shall be attached to the minutes.

C. The General Assembly

§ 19.
1. The General Assembly may be Ordinary or Extraordinary.
2. The Management Board shall convoke the Ordinary General Assembly within six months after the end of financial year.

§ 20.
1. The Management Board shall convoke the Extraordinary General Assembly for the consideration of the matters which require immediate decisions:
• on its own initiative,
• at the request of the Supervisory Board in writing,
• at the request of the shareholders in writing, representing in total at least 10% (ten percent) of the share capital.
2. The Management Board shall convoke the Extraordinary General Assembly within 14 days from the submission of such a request. The Supervisory Board shall be entitled to convoke the Extraordinary General Assembly in case the Management Board fails to do so.
3. The request to convoke the Extraordinary General Assembly shall indicate the matters to be brought up at the meeting.

§ 21.
1. Unless the Commercial Code provides otherwise, the General Assembly shall be valid independent of the number of shares represented in it.
2. The General Assembly may adopt resolutions also without formal convocation if the whole share capital is represented and none of those present objects to the holding of the General Assembly or the bringing up individual matters at the meeting.
3. The resolutions of the General Assembly shall be adopted by an absolute majority of votes cast unless the Polish Commercial Companies Code provides otherwise.
4. The General Assembly may order breaks in the session by the majority of two thirds of the votes. The breaks in total shall not last longer than thirty days.

§ 22.
The resolutions of the General Assembly are required for the following:
a) consideration and approval of the report of the Management Board and the Supervisory Board, balance sheet and income statement for the previous year and the approval of the performance of the duties of the members of the Company”s bodies;
b) any decisions regarding claims for damage suffered when the Company was formed or while performing management or supervision;
c) sale or lease of the enterprise and establishment of the right to usufruct over it;
d) sale of the company”s real estate;
e) issue of bonds, including bonds convertible into shares and with the pre-emptive right;
f) division of profit or coverage of losses, determination the date of the establishment of the right to dividend and the day the dividend is paid;
g) amendments to the Statutes of the Company;
h) increase of decrease of the share capital of the Company;
i) approval of the By-Laws of the Supervisory Board;
j) dissolution and liquidation of the Company;
k) subject to § 14 subpar 2 letter a), appointment and dismissal of the members of the Supervisory Board;
l) adoption of the By-Laws of the General Assembly.

§ 23.
The General Assembly shall be held in Wrocław or in Warsaw.

IV. FINAL PROVISIONS

§ 24.
1. The calendar year shall be the financial year of the Company, however, the first financial year of the Company shall finish on December 31, 1999.
2. The Company shall be dissolved by liquidation.
3. The liquidation shall be performed under the business name of the Company with the addition of the words: “in liquidation.”
4. The members of the Management Board and the person appointed by the Supervisory Board shall be the liquidators.
5. The provisions of the Polish Commercial Companies Code shall apply to the matters not governed in these Statutes.
6. The founders of the Company are: MCI spĂłłka z ograniczoną odpowiedzialnością, with its registered seat in Wrocław, ul. Wybrzeże Wyspiańskiego 13, HOWELL S.A., with its registered seat in Szczawno ZdrĂłj, ul. Ratuszowa 3, Tomasz Czechowicz, resident in Wrocław, ul. Bartoszowicka 3 and Andrzej Dadełło, resident in Legnica, ul. Jowisza 1/5.