RB nr 58/2007

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

I. The Management Board of MCI Management S.A. informs that the session of the General Assembly shall begin on August 23, 2007 at 5:00 p.m. in the conference room of the Company (Renaissance Business Center building 3rd floor) ul. Św. Mikołaja 7 in Wrocław. According to the agreed agenda the resolutions whose drafts are below shall be adopted:

RESOLUTIONS NO. 01/NWZA/07
of the Extraordinary General Assembly of MCI Management SA adopted on Aug. 23, 2007 on issue of bonds of the Company.

§ 1.
1. The General Assembly of the company under business name of MCI Management S.A. (“the Company”) on the basis of § 22 pt. e. of the Statutes of the Company hereby resolves as follows:

1) The Company shall issue not fewer than 2,000 (two thousand) and not more than 10,000 (ten thousand) bonds (“Bonds”) of the 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 not be secured in the meaning of the provisions 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 and they will not be bonds with the pre-emptive right,
6) The bonds shall be issued by inviting not more than 99 individually designated addressees to submit their offers to purchase the Bonds.

2. The General Assembly of the Company decides to authorize the Management of the Company to agree all issues which are not regulated in this resolution connected with the issue of the Bonds and take all necessary measures to issue the Bonds, including in particular it authorizes the Management of the Company to:

1) adopt and implement a program of issue of the Bonds (including the number and level of tranches of issued Bonds),
2) establish the series of the Bonds,
3) establish the nominal value and issue price of the Bonds,
4) establish the rules of interest of the Bonds, their date of redemption as well as the terms and conditions of payment of interest,
5) set the remaining rules of issue and distribution of the Bonds, including the determination of the method, terms and conditions of submission of offers of purchase of the Bonds,
6) conclude agreements and perform other legal and actual acts necessary to adopt the program of issue of the Bonds, perform the issue of the Bonds and ensure that the liabilities of the Company resulting from the Bonds are met.

§ 2.
The Resolution becomes valid on the day when it is adopted.

Reasons explained by the Management:
The adoption of the resolution is connected with the implementation of the plan of issue of the bonds in order to ensure financing of the next investments of the Company planned by the Management of the Company.

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RESOLUTIONS NO. 02/NWZA/07
of the Extraordinary General Assembly of MCI Management SA adopted on Aug. 23, 2007 on amending the remuneration regulations 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 remuneration regulations of the members of the Supervisory Board of MCI Management SA:

a) Point 3 §1 of chapter “INCENTIVE PROGRAM OF THE SUPERVISORY BOARD FOR 2009-2012” of the Resolution No. 29/ZWZA/2007 from June 25, 2007 shall read as follows:
“3. In each year of application of the Incentive Program for the Supervisory Board the number of shares in a given Granting shall be divided in such a way that every member of the Supervisory Board shall have the right to purchase from the Company the same number of shares, with the exception of the Chairperson of the Supervisory Board who shall have the right to purchase twice as many shares as one member of the Supervisory Board.”

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

§ 2.
The Resolution becomes valid on the day when it is adopted.

Reasons explained by the Management:
The adoption of the resolution is necessary due to the intent to amend the remuneration regulations of the members of the Supervisory Board of the Company within the incentive program of the company which shall be applied in the years 2009-2012.

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RESOLUTIONS NO. 03/NWZA/07
of the Extraordinary General Assembly of MCI Management SA adopted on Aug. 23, 2007 on amending the Resolution No. 14/ZWZA/2007 of the Extraordinary General Assembly from June 25, 2007 on division of profit of the Company from 2006

§ 1.
The Extraordinary General Assembly hereby amends § 1 the Resolution No. 14/ZWZA/2007 of the Extraordinary General Assembly from June 25, 2007 on division of profit of the Company from 2006 in such a way that it shall read as follows:
Ҥ 1.
The net profit recognized in the financial year from Jan. 1, 2006 to Dec. 31, 2006 in the amount of PLN 25,511 thousand shall be spent in the amount of PLN 22,816 thousand on covering the financial losses of the Company from previous years, whereas the net profit in the amount of PLN 2,695 thousand shall be allocated to the supplementary capital.”

§ 2.
The Resolution becomes valid on the day when it is adopted.

Reasons explained by the Management:
The adoption of the resolution is necessary due to the need to remove the mistake in Resolution No. 14/ZWZA/2007 on division of net profit of the Company

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RESOLUTIONS NO. 04/NWZA/07
of the Extraordinary General Assembly of MCI Management SA adopted on Aug. 23, 2007 on amending the membership of the Supervisory Board in the 4th Term of Office.

On the basis of the results of a secret ballot:

§ 1.
1. The Extraordinary General Assembly of the Shareholders hereby decides to dismiss …… from the Supervisory Board in the 4th Term of Office.
2. The Extraordinary General Assembly of the Shareholders hereby decides to appoint …… to the Supervisory Board in the 4th Term of Office

§ 2.
The Resolution becomes valid on the day when it is adopted.

Reasons explained by the Management:
The adoption of the resolution is connected with the planned changes in the Supervisory Board of the Company.