RB nr 26/2007

Legal basis: Art. 56 subpar. 1 pt. 2 of the Act on Public Offering

The Management Board of MCI Management S.A. informs that on May 7, 2007 the Supervisory Board of the Company issued a positive opinion and approved the assumptions of a new option plan for the managers and members of MCI Supervisory Board for 2008 – 2012. By the end of H1 2007 it is planned to prepare detailed rules of the incentive program and its final approval by the Supervisory Board and the General Assembly of the Shareholders of the Company so that it could be implemented on July 1, 2007.
The option plan will be based on 1.5 million new shares issued within the target capital at nominal price of PLN 1. The issue price at which the shares will be sold shall be increased by the costs of creation of the program and issue of the shares. The new option plan shall apply for the years 2008 – 2012 that is 5 years in total with a possibility of extension for the following 2 years. The shares for the option plan have been divided into 5 tranches whose realization shall depend on the fulfillment of the conditions for the successive years 2007, 2008, 2009, 2010 and 2011.
The planned conditions of granting options are as follows:
• Permanent exceeding of the following stock exchange MCI share price levels:
– PLN 25.00 per share in tranche I
– PLN 40.00 per share in tranche II
– PLN 60.00 per share in tranche III
– PLN 80.00 per share in tranche IV
– PLN 100.00 per share in tranche V
where the permanent exceeding of the stock exchange Company share price levels defined above shall mean the exceeding by the arithmetical mean of the stock exchange quotations of Company share price over the period of six months, or
• exceeding by the values of the consolidated net assets of MCI at the end of each year of the following levels:
– PLN 500 million at the end of 2007 (tranche I)
– PLN 800 million at the end of 2008 (tranche II)
– PLN 1,200 million at the end of 2009 (tranche III)
– PLN 1,600 million at the end of 2010 (tranche IV)
– PLN 2,000 million at the end of 2011 (tranche V)
where the rules and the method of valuation of assets shall be verified by an independent entity (auditor).
Furthermore, the option plan assumes a division of a portion of shares for the disposal by the Management Board of MCI Management S.A. as a tool for recruitment of the best investment managers from the market.
The number of shares to be granted the individual option holders shall be defined on the basis of the remuneration system applied in MCI, taking into account the level of position and service as well as work performance in the fund.
The assumptions of the incentive program also set forth the obligations of option holders. This is namely a 2-year ban on trading 80% of granted shares and obligation to cooperate with the company for the following 2 years to be applied from the date of fulfillment of the condition of a given granting.

The previous managers’ option plan proved very successful for the fund and significantly contributed to building of a strong, professional and effective investment team, which translated into a permanent growth of share prices. The new, third managers’ option plan in MCI shall provide a tool for further growth and motivation of the investment team. The key to success in MCI operations is first of all human resources; with growing competition in the VC/PE market the fight for the best talents in the market is also growing rough. At present the incentive tools which are in place in the fund shall facilitate building one of the most competitive remuneration systems for VC/PE funds managers in the region.