RB nr 52/2004

Legal basis: § 49 RRM GPW

MCI Management S.A. Board hereby submits the information on the drafts of the resolutions of the Extraordinary General Meeting of the Shareholders of MCI Management S.A. and notifies that the session of the General Meeting shall begin on July 29, 2004 at 9:30 in the conference room in the principal office of the Company in Wrocław, ul. Św. Mikołaja 7, (3rd floor Renaissance Business Centre building):

1. Draft of the resolution to be adopted by the General Meeting:

RESOLUTION NO. 01/07/2004
of the Extraordinary General Meeting of MCI Management S.A. adopted on July 29, 2004 on the appointment of the Member of the Supervisory Board

§ 1.
The Extraordinary General Meeting, on the basis of the secret vote hereby appoints to the Supervisory Board Mr. ……… as a Member of the Supervisory Board.

§ 2.
The resolution shall come into force on the day of its adoption.

Explanation of the Board:
The supplementary election to the Supervisory Board of the Company and the adoption of the resolution is necessary due to the fact that the Supervisory Board of MCI Management S.A. at present comprises 4 members, and pursuant to Art. 385 § 1 of the Polish Commercial Companies Code it should comprise at least 5 members. On the date of this report it is not possible to give the name of the Member of the Board.

2. The Management Board of MCI Management SA intends to abandon the maintenance of the motion to adopt by the General Meeting of the remaining proposals of resolutions due to the following:

a. in reference to the amendment of § 7 of the Statutes of the Company – as the intended amendment is not significant, and its only objective was to remove the historic and out-of-date provision that “B” Class shares are registered shares despite the fact that since 2001 this Class shares have been bearer shares (decisions on the amendment made by the resolutions of the Board) and they have been in public trading on the Warsaw Stock Exchange – the Board decided to withdraw its motion and make such an amendment to the Statutes at later date along with some other amendments to the Statutes;

b. due to the above there will be no need to adopt the resolution on the unified text of the Statutes;

c. in reference to the Resolution No. 12 of the Ordinary General Meeting of the Shareholders from May 17, 2004 on the issue of bond convertible into shares and contingent increase of the share capital – as on the date of holding the General Meeting there occurred no reasons which would justify the amendment to the Resolution No. 12 because of the investment of the Company.