RB nr 86/2007

Legal basis: § 5 subpar. 1 pt. 1 and 3 RO

The Management Board of MCI Management S.A. informs that on December 28, 2007 MCI Management SA sold 11,094,400 shares of the nominal value of PLN 11,094,400 in ABC Data Holding SA (MCI Management subsidiary owned in 100% by it) to Actebis Holding GmbH. MCI Management SA received EUR 1,000,000 in cash for the sold shares. This transaction is an element of constructing the payment for the whole transaction of acquisition of companies from Actebis group described below.
The sold assets which represent 20% of the share capital of ABC Data Holding SA and they are considered assets of significant value. There are no connections referred to in § 7 subpar. 6 of RO.

The Management Board of MCI Management S.A. informs that on December 28, 2007 ABC Data Holding SA (owned in 80% by MCI Management SA) purchased from Actebis Holding GmbH 1,083,334 shares (100% of the share capital) in ABC Data Sp. z o.o. of the nominal value of PLN 65,000,040. ABC Data Holding SA paid for the purchased shares EUR 43,400,000 in cash.
At the same time ABC Data Holding SA purchased from Actebis Holding GmbH 90% shares representing CZK 36,900,000 of the share capital in Actebis Computer s.r.o. ABC Data Holding SA paid for the purchased shares EUR 3,600,000 in cash. The remaining 10% of the shares in Actebis Computer s.r.o. belong to ABC Data Sp. z o.o.
Both investments are long-term investments. The President of the Management Board of ABC Data Holding SA Mr. Marek Sadowski is also a Member of the Management Board of ABC Data Sp. z o.o. There are no connections referred to in § 7 subpar. 6 of RO. The sold assets which represent over 20% of the share capital of ABC Data Sp. z o.o. and Actebis Computer s.r.o. and they are considered assets of significant value.

After making all those transactions MCI holds 80% of all shares in ABC Data Holding SA and Actebis Holding GmbH is the owner of the remaining 20%. ABC Data Holding SA owns the companies repurchased from Actebis which operate in Poland, Czech Republic and Slovakia – namely it owns 100% of the shares in ABC Data Sp. z o.o. and 90% of the shares in Actebis Computer s.r.o. in the Czech Republic, and furthermore the acquired ABC Data Sp. z o.o. owns the remaining 10% of the shares in Actebis Computer s.r.o. in the Czech Republic and 100% of the shares in ABC Data s.r.o. in Slovakia.

In order to finance the investments mentioned above on December 21, 2007 MCI Management SA and ABC Data Holding SA signed the agreements described below which are considered significant (their value exceeds 10% of the equity capitals of MCI):

1. The investment agreement between BRE Bank SA (“BRE”) as the financing party, MCI Management SA (“MCI”) as the investor and ABC Data Holding SA (“ABC”) as the issuer under which on December 28, 2007 BRE took up 21 bonds issued by ABC of the nominal value and issue price of PLN 3,623,000 each in the amount representing in PLN the equivalent of EUR 21,000,000. The financing was made available to ABC to purchase the block of shares in the acquired companies as well as to cover the reasonable costs connected with the purchase of the companies and conducting IPOs and to refinance the costs of registration.
Key conditions of that agreement include the following:
1. As a result of taking up the bonds BRE shall be additionally entitled to acquire 21 Subscription Warrants for ABC shares. The number the shares taken up by BRE shall depend on when the IPO will be conducted and the market valuation of ABC during IPO.
2. ABC is entitled to earlier redemption of the bonds with the resources obtained from IPO, and BRE is entitled to demand earlier redemption of the bonds in the case when the conditions of the agreement are violated.
3. As a security of the agreement BRE shall hold the registered pledge for 80% of the shares (that is 44,377,600) in ABC Data Holding SA which is owned by MCI and for 100% of the shares (that is 1,083,334) in ABC Data Sp. z o.o. which is owned by ABC Data Holding SA.
4. Bond redemption date is December 28, 2012.

2. The investment agreement regarding private subscription of bonds convertible into shares if ABC Data Holding SA through IDM SA Brokerage House which was performed on December 27, 2007. The objective of the issue is to co-finance the purchase of the shares in ABC Data Sp. z o.o. and Actebis Computer s.r.o. The number of issued bonds is 4,400 pieces of the nominal value and issue price of PLN 10,000 each share. The bond holders and the Issuer shall convert the Bonds into shares in ABC after IPO of the company or on the bond redemption date that is 18 months after the issue day. The issued bonds are unsecured.
Due to the performance of the obligation to convert the bonds into shares by the bond holders the share capital of ABC Data Holding SA was provisionally increased by the General Meeting of the Shareholders on December 21, 2007 – from PLN 55,472,000 to PLN 99,472,000 that is by PLN 44,000,000 by issuing 44,000,000 ordinary C series bearer shares of the nominal value of PLN 1.00 each. The objective of the provisional increase of the share capital is to grant the rights to subscribe the shares by authorized bond holders.

3. The agreement concluded between Czechowicz Ventures Sp. z o.o. and Tomasz Czechowicz (“Investors”) and MCI Management SA (“MCI”) regarding co-financing the investment in the companies from Actebis group. On that basis the Investors shall be entitled in the period from March 31, 2008 to June 30, 2009 to demand from MCI the repurchase of the bonds convertible into shares in ABC Data Holding SA taken up them (or shares – in the case the bonds are converted earlier to shares) issued on the basis of the investment agreement described in pt. 2 above. Furthermore, in the period from March 31, 2009 to June 30, 2009 MCI shall be entitled to demand from the Investors the sale of all or some of the bonds. The rights described above shall expire at the moment of sale of the bonds to third parties.

Information about the agreements mentioned above from December 21, 2007 was delayed on the basis of § 2 subpar. 1 pt. 5 of the Ordinance of the Minister of Finance from April 13, 2006 on the kind of information which may violate the reasonable interest of the issuer and the procedure in connection with the delay in public disclosure of confidential information.