RB nr 62/2007

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

The Management Board of MCI Management SA informs that on September 7, 2007 it received information about registration on August 29, 2007 by the District Court for Wrocław Fabryczna in Wrocław, Commercial Division VI of the National Court Register of amendments to the statutes of the Company adopted by the Ordinary General Assembly of the Shareholders on June 26, 2007.

On the basis of the decision refereed to above:

1) The Ordinary General Assembly amended § 14 in such a way that subparagraphs: 16 and 17 of the Statutes of the Company shall read as follows:

16. The meetings of the Supervisory Board shall be convoked with prior 7 (seven) day notification by registered mail with additional notification delivered to the members of the Supervisory Board by registered mail or electronic mail, unless all members of the Supervisory Board consent to hold the meeting and waive the service of the 7 (seven) day notification. The consent may be granted to the person convening the meeting of the Supervisory Board with the use of any means or methods of distant communication.
17. The meetings of the Supervisory Board may be held over the telephone or with the use of other electronic means of communication, in the 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 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 was held and the minutes were recorded in 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.

2) The Ordinary General Assembly amended § 15 in such a way that subparagraph 2 of the Statutes of the Company shall read as follows:

2. The Supervisory Board shall perform its duties by adoption of resolutions and they shall include in particular the following:
a) examination of the reports of the Management Board on the operations of the Company the financial statements for previous reporting year as to both their consistence with the books and documents and with the actual state and the conclusions of the Management Board as to the division of profits or financing of losses as well as submission to the General Assembly annual reports in writing on the results of the examination and on the operations of the Supervisory Board;
b) suspension of individual or all members of the Management Board of the Company due to important reasons,
c) 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,
d) setting the rules of remuneration of the President of the Management Board and at his request of the members of the Management Board of the Company,
e) adoption of the By-Laws of the Supervisory Board and approval of the By-Laws of the Management Board of the Company,
f) 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 held by the Company if the value of such a transaction exceeds 3.50% (three and fifty hundredths percent) of the balance amount of the Company assets indicated in the most current published quarterly financial report of the Company if the transaction was not assumed in the budget of the Company,
g) expressing opinion on the annual budget of costs of operations of the Company,
h) appointment of the registered auditor to audit the financial statements of the Company,
i) granting permission for the provision, pursuant to any legal title, by the Company or the companies affiliated with the Company (as provided in § 14 subpar.7 of the Statutes of the Company) for the members of the Management Board of the Company,
j) 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,
k) 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 Commercial Companies Code,
l) granting the Company a permission for contracting liabilities (making transactions) of the value in excess of 3.50% (three and fifty hundredths percent) of the balance amount of the Company assets indicated in the most current publishes quarterly financial report of the Company if the transaction was not assumed in the budget of the Company approved by the Supervisory Board in compliance with the provisions of the Statutes and if such liabilities (transactions) regard:
(1) individual or a series of liabilities (transactions) connected with one another, including but not limited to the provisional and forward liabilities (transactions);
(2) 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 on the Company\”s property;
(5) sale of tangible assets of the Company.
m) granting permission for the decisions of the Management Board of the Company connected with the use of the rights regarding the authorized capital, in accordance with the provisions of § 7 subparagraph 13 of the Statutes.
3) The Ordinary General Assembly amended § 18 in such a way that subparagraphs 2 and 3 of the Statutes of the Company shall read as follows:

2. Subject to subpar. 2 and 3 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 a resolution, the Chairperson or in his absence the Vice-Chairperson of the Supervisory Board shall have a casting vote.
3. The adoption by the Supervisory Board of a resolution on the matters indicated above in § 15 subpar. 2 letter i) and letter j) of the Statutes shall require casting of the vote for such a resolution by the majority of the independent members of the Supervisory Board or else it shall be null and void.

4) The Ordinary General Assembly amended § 21 in such a way that subparagraph 1 of the Statutes of the Company shall read as follows:

1. Unless the Commercial Companies Code provides otherwise, the General Assembly shall be valid independent of the number of shares represented in it.

5) The Ordinary General Assembly amended § 22 in such a way that letter a), letter d) and letter e) of that paragraph shall read as follows:

a) consideration and approval of the report of the Management Board on the operations of the Company, consideration and approval of the report of the Supervisory Board, consideration and approval of the financial statements of the Company as well as the consolidated financial statements of the capital group for previous reporting year and the approval of the performance of the duties of the members of the Company\”s bodies;
d) sale of the Company\”s real estate;
e) issue of bonds, including bonds convertible into shares and with the pre-emptive right and issue of subscription warrants;

6) The Ordinary General Assembly amended § 7 subpar. 13 of the Statutes in such a way that letter a) and letter b) of that paragraph shall read as follows:

a) the Management Board of the Company shall be entitled to increase the share capital by June 25, 2010 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 within the authorized capital or it may exercise its right by one or more successive issues of subscription warrants as the authorized capital;

The unified text of the Statutes of the Company in the wording agreed by the Supervisory Board constitutes appendix to this report.