RB nr 37/2008
Komisja Nadzoru FinasowegoLegal basis: § 39 subpar. 1 pt. 5 of RO
I. The Management Board of MCI Management SA informs that the following resolutions were adopted at the session of the Ordinary General Assembly held on June 20, 2008 in Wrocław:
RESOLUTION NO. 01/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008
on approval of the financial statements of the Company for the reporting year 2007.
§ 1.
The Ordinary General Assembly of the Shareholders on the basis of a discussion hereby decides to approve the financial statements of the Company for the reporting year 2007 submitted by the Management Board which includes the following:
1. balance sheet of the Company made as of December 31, 2007 which on the side of assets and liabilities recognizes the amount of PLN 256,470 thousand,
2. profit and loss account for the period from January 1, 2007 until December 31, 2007 which recognizes profit in the amount of PLN 79,987 thousand,
3. cash flow statement for the period from January 1, 2007 until December 31, 2007 which recognizes a decrease in the net cash level by the amount of PLN 4,408 thousand,
4. movements in equity capital for the period from January 1, 2007 until December 31, 2007 which recognizes an increase in equity capital by the amount of PLN 47,331 thousand
5. notes to the financial statements of the Company for 2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 02/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on approval of the Management Board Report on operations of the Company for 2007.
§ 1.
The Ordinary General Assembly hereby decides to approve the Management Board Report on operations of the Company for 2007 submitted by the Management Board.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 03/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on approval of the Supervisory Board Report on operations in 2007 and the Supervisory Board assessments.
§ 1.
The Ordinary General Assembly of the Shareholders hereby decides to approve the Supervisory Board Report on operations in 2007 submitted by the Supervisory Board and assessments submitted by the Supervisory Board:
• of the Supervisory Board work in 2007,
• of the situation of the Company, taking into account the assessments of the internal control system in the Company and the risk management system relevant to the Company.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 04/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Management Board Tomasz Czechowicz for operations in 2007.
§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of a secret vote hereby decides to grant the approval of the performance of duties by the President of the Management Board – Tomasz Czechowicz for the period of operations in the Management Board of the Company from 01.01.2007 until 31.12.2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 05/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Management Board Konrad Sitnik for operations in 2007.
§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of a secret vote hereby decides to grant the approval of the performance of duties by the Member of the Management Board – Konrad Sitnik for the period of operations in the Management Board of the Company from 26.06.2007 until 31.12 2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 06/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Management Board Roman Cisek for operations in 2007.
§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of a secret vote hereby decides to grant the approval of the performance of duties by the Member of the Management Board – Roman Cisek for the period of operations in the Management Board of the Company from 08.02.2007 until 31.12 2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 07/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Management Board Anna Hejka-Arczyńska for operations in 2007.
§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of a secret vote hereby decides to grant the approval of the performance of duties by the Member of the Management Board – Anna Hejka-Arczyńska for the period of operations in the Management Board of the Company from 22.02.2007 until 31.12 2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 08/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Management Board Bogdan WiĹniewski for operations in 2007.
§ 1.
The Ordinary General Assembly of the Shareholders on the basis of the results of a secret vote hereby decides to grant the approval of the performance of duties by the Member of the Management Board – Bogdan WiĹniewski for the period of operations in the Management Board of the Company from 01.01.2007until 25.06.2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 09/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Supervisory Board Waldemar Sielski for operations in 2007.
§ 1.
The Ordinary General Assembly on the basis of the results of a secret vote hereby decides to grant the approval of the performance of duties by the Chairperson of the Supervisory Board of the Company – Waldemar Sielski for operations in the period from 01.01.2007 until 31.12.2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 10/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Supervisory Board Jacek Kseń for operations in 2007.
§ 1.
The Ordinary General Assembly on the basis of the results of the results of a secret vote hereby decides to grant the approval of the performance of duties by the member of the Supervisory Board of the Company – Jacek Kseń for operations in the period from 25.06.2007 until 31.12.2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 11/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Supervisory Board Dariusz Adamiuk for operations in 2007.
§ 1.
The Ordinary General Assembly on the basis of the results a secret vote hereby decides to grant the approval of the performance of duties by the member of the Supervisory Board of the Company – Dariusz Adamiuk for operations in the period from 25.06.2007 until 31.12.2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 12/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Supervisory Board Hubert Janiszewski for operations in 2007.
§ 1.
The Ordinary General Assembly on the basis of the results of a secret vote hereby decides to grant the approval of the performance of duties by the member of the Supervisory Board of the Company – Hubert Janiszewski for operations in the period from 01.01.2007 until 31.12.2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 13/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Supervisory Board Wojciech Siewierski for operations in 2007.
§ 1.
The Ordinary General Assembly on the basis of the results of a secret vote hereby decides to grant the approval of the performance of duties by the member of the Supervisory Board of the Company – Wojciech Siewierski for operations in the period from 01.01.2007 until 31.12.2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 14/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Supervisory Board Wiesław Rozłucki for operations in 2007.
§ 1.
The Ordinary General Assembly on the basis of the results of a secret vote hereby decides to grant the approval of the performance of duties by the member of the Supervisory Board of the Company – Wiesław Rozłucki for operations in the period from 01.01.2007 until 31.12.2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 15/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Supervisory Board Konrad Sitnik for operations in 2007.
§ 1.
The Ordinary General Assembly on the basis of the results of a secret vote hereby decides to grant the approval of the performance of duties by the member of the Supervisory Board of the Company – Konrad Sitnik for operations in the period from 01.01.2007 until 25.06.2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 15a/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the approval of the performance of duties of the member of the Supervisory Board Krzysztof Samotij for operations in 2007.
§ 1.
The Ordinary General Assembly on the basis of the results of a secret vote hereby decides to grant the approval of the performance of duties by the member of the Supervisory Board of the Company -Krzysztof Samotij for operations in the period from 01.01.2007 until 25.06.2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 16/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on distribution of profit of the Company for 2007.
§ 1.
The Ordinary General Assembly hereby decides the net profit recognized in the reporting year from 01.01.2007 until 31.12.2007 in the amount of PLN 79,987 thousand shall allotted for the supplementary capital.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 17/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on the approval of the consolidated financial statements of MCI Capital Group for the reporting year 2007.
§ 1.
The Ordinary General Assembly on the basis of the discussion hereby decides to approve the consolidated financial statements of MCI Capital Group for the reporting year 2007 submitted by the Management Board which includes:
1) consolidated balance sheet of the capital group made as of December 31, 2007 which on the side of assets and liabilities recognizes the amount of PLN 236,488 thousand,
2) consolidated profit and loss account of the capital group for the period from January 1, 2007 until December 31, 2007 which recognizes net profit attributed to the shareholders of the parent company the amount of PLN 80,386 thousand,
3) consolidated cash flow statement of the capital group for the period from January 1, 2007 until December 31, 2007 which recognizes a decrease in the net cash level by the amount of PLN 1,291 thousand,
4) movements in consolidated for the period from January 1, 2007 until December 31, 2007 which recognizes an increase in equity capital by the amount of PLN 99,982 thousand,
5) notes to the consolidated financial statements of the capital group for 2007.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 18/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on repealing the Resolution no. 02/NWZA/2008 from March 27, 2008.
§ 1.
The Ordinary General Assembly based on the request of the Management Board of the Company and discussion hereby decides to repeal the Resolution no. 02/NWZA/2008 from March 27, 2008 on increasing the share capital by public issue of âIâ shares with the pre-emptive rights of previous shareholders, dematerialization and the application for the introduction of âIâ shares into trading in the regulated market, the pre-emptive rights to âIâ shares, rights to âIâ shares and amending the Statutes of the Company.
§ 2.
The resolution comes into effect as of the day of its adoption.
ŹŹŹŹŹŹŹŹŹŹŹŹŹŹ___________________________________________
RESOLUTION NO. 19/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on dematerialization of the shares of the Company and granting authorization to conclude agreements with the National Depository for Securities by the Company to register the shares of the Company, rights to the shares and the share pre-emptive rights.
On the basis of Art. 5 subpar. 8 in connection with Art. 5 subpar. 1 pt. 2) and Art. 5 subpar. 4 of the act from July 29, 2005 on trading in financial instruments (hereinafter referred to as the âAct on Trading in Financial Instrumentsâ) the General Assembly resolves as follows:
§ 1.
In connection with the intent of the Company to issue new âIâ shares of the Company with the pre-emptive rights of previous shareholders to the shares which shall be the object of the application for their introduction into trading in the regulated market of the Warsaw Stock Exchange (GPW) – the General Assembly authorizes the Management Board of the Company to conclude agreements with the National Depository for Securities in Warsaw (KDPW) regarding the registration in the depository for securities held by KDPW: Pre-emptive Rights to âIâ shares, Rights to âIâ Shares and âIâ shares in order to cause the dematerialization Iâ shares and rights to âIâ shares before the submission by the Company of the application for their introduction to trading in the regulated market of the Warsaw Stock Exchange.
§ 2.
The resolution comes into effect as of the day of its adoption.
Justification of the Management Board:
Adoption of the resolution is necessary to provide the Company with legal possibilities of the execution of the intent to issue âIâ shares, also in the scope of causing the dematerialization of the shares before their introduction to trading at the Warsaw Stock Exchange.
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RESOLUTION NO. 20/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on granting the consent to undertake legal acts to cause the introduction of the shares, rights to the shares and the share pre-emptive rights to trading in the regulated market of the Warsaw Stock Exchange.
In connection with Art. 27 subpar. 2 pt. 3) of the act from July 29, 2005 on public offering and the conditions of introducing financial instruments to the organized system of trading and on public companies the General Assembly resolves as follows:
§ 1.
Due to the intent of the Company to new âIâ shares of the Company with the pre-emptive rights of previous shareholders which âIâ shares, Rights to âIâ Shares and Pre-emptive Rights to âIâ Shares – shall be the object of the application for their introduction into trading in the regulated market of the Warsaw Stock Exchange (GPW) – the General Assembly grants its consent and authorizes the Management Board of the Company undertake any and all acts required by the law, including the submission by the Company of application for the introduction of âIâ shares, Rights to âIâ Shares and Pre-emptive Rights to âIâ Shares to trading in the regulated market of the Warsaw Stock Exchange.
§ 2.
The resolution comes into effect as of the day of its adoption.
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RESOLUTION NO. 21/ZWZA/08
of the Ordinary General Assembly Management S.A.
from June 20, 2008
on the contingent increase of the share capital by issuing âJâ shares
with the exclusion of the pre-emptive right of previous shareholders
The Extraordinary General Assembly of the company operating under the business name of MCI Management SpĂłłka Akcyjna (hereinafter: the âCompanyâ) acting on the basis of Art. 448 § 1 of the Commercial Companies Code and § 22 pt. h) of the Statutes of the Company hereby resolves as follows:
§ 1
1. The share capital of the Company shall be increased contingently by the amount not higher than PLN 2,000,000.00 (say: two million zlotys.)
2. The contingent increase of the share capital shall be made by issuing not more than 2,000,000.00 (say: two million) ordinary bearer âJâ shares of the Company with the nominal value of PLN 1.00 (one zloty) per share and the total nominal value not higher than PLN 2,000,000.00 (say: two million zlotys) (hereinafter the âSharesâ.)
3. The objective of the contingent increase of the share capital is to enable the convertible âBâ bond holders (hereinafter the âBondsâ) to exercise the right granted on the basis of the resolution no. 03/NWZA/2008 of the Extraordinary General Assembly from March 27, 2008 on issuing convertible âBâ bonds with the exclusion of the pre-emptive right of previous shareholders (hereinafter the âResolutionâ) to take up the Shares,
4. The bond holders holding the Bonds shall be entitled to take up the Shares in the increased share capital of the Company. The bond holders can exercise the right to take up the Shares in the way specified in the Resolution.
5. The issue price of one Share shall be equal to the price of conversion of a Bond to a Share agreed in compliance with the rules provided in the Resolution.
6. The Shares taken up for the Bonds shall participate in dividend paid by the Company beginning from the first of January in the reporting year in which they were entered into the account of securities.
7. After familiarization with the written opinion of the Management Board justifying the reasons of the exclusion of the pre-emptive right and proposed issue price of the Shares, decides to exclude the pre-emptive right of previous shareholders to the Shares.
8. Justification of the resolution: the contingent increase of the share capital will enable the Company to meet the obligation arising from the issue of the Bonds.
§ 2
1. The General Assembly of the Company hereby decides to apply for introduction of the Shares into trading in the regulated market of the Warsaw Stock Exchange.
2. The General Assembly of the Company hereby decides to dematerialize the Shares and acting on the basis of Art. 5 subpar. 8 of the Act from July 29, 2005 on trading in financial instruments authorizes the Management Board of the Company to conclude the agreement with the National Depository for Securities to register the Shares.
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RESOLUTION NO. 22/ZWZA/08
of the Ordinary General Assembly Management S.A.
from June 20, 2008u
on amending the Statutes of the Company
The Ordinary General Assembly of the company operating under the business name of MCI Management SpĂłłka Akcyjna (hereinafter: the âCompanyâ) acting on the basis of Art. 430 § 1 of the Commercial Companies Code and § 22 pt. g) of the Statutes of the Company hereby resolves to amend the Statutes of the Company by adding after § 7 of the Statutes of the Company § 7A that shall read as follows:
⧠7A
The contingent increase of the share capital of the Company was made on the basis of the Resolution No. 21/ZWZA/2008 of the General Assembly of the Company from June 20, 2008 whose nominal value was established at the amount not higher than PLN 2,000,000.00 (two million) by issuing ordinary bearer âJâ shares with the nominal value of PLN 1.00 (one) per each share in the number not higher than 2,000,000 (two million.) âJâ shares shall be taken up by authorized bond holders who hold the convertible âBâ bonds issued in connection with the resolution No. 03/NWZA/2008 of the General Assembly of the Company from March 27, 2008.â
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RESOLUTION NO. 23/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on amending § 4 of the Statutes of the Company.
The Ordinary General Assembly hereby amends § 4 subpar. 1 of the Statutes of the Company in such a way that they shall read as follows:
1. The objects of the operations of the Company shall include:
1) 64.20.Z – Activities of financial holding companies
2) 64.30.Z – Activities of trusts, funds and similar financial institutions
3) 64.92.Z – Other credit granting
4) 64.99.Z – Other financial services, nowhere else classified, exclusive of insurance and pension funds
5) 66.19.Z – Activities auxiliary to financial services, nowhere else classified, exclusive of insurance and pension funds
6) 70.10.Z – Activities of head offices and holding companies, exclusive of financial holding companies
7) 70.21.Z – Public relations and communication
8) 70.22.Z – Other consultancy activities in the scope of conducting business operations and management
9) 74.90.Z – Other professional, scientific and technical activities, nowhere else classified
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RESOLUTION NO. 24/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on amending § 14 of the Statutes of the Company.
The Ordinary General Assembly hereby amends § 14 of the Statutes of the Company in such a way that subpar. 1 shall read as follows:
â1. The Supervisory Board shall be composed of 5 (five) to 8 (eight) members, including Chairperson and Vice-Chairperson. The number of the members of the Supervisory Board shall be determined by the General Assembly through a resolution.â
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RESOLUTION NO. 25/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on amending § 14 of the Statutes of the Company
1. The Ordinary General Assembly hereby amends § 14 of the Statutes of the Company in such a way that subpar. 5-7 shall read as follows:
â5. At least two the members of the Supervisory Board shall meet the criteria of independence of the Company and of entities that are in significant affiliation with the Company. The detailed criteria of independence of the member of the Supervisory Board are set forth in subpar. 6 below.
6. An independent member of the Supervisory Board shall be the person who:
1) has not been over the last three years an employee of the Company or of an Affiliated Entity;
2) has not been over the last five years a member of the governing bodies of the Company or a member of the governing or supervisory bodies of an Affiliated Entity;
3) is not a shareholder holding at least 5% (five percent) of the votes at the General Assembly of the Company or at the general assembly of the an Affiliated Entity;
4) is not a member of the governing or supervisory bodies or an employee of the shareholder holding at least 5% (five percent) of the votes at the General Assembly of the Company or at the general assembly of the an Affiliated Entity;
5) does not and did not receive a significant remuneration from the Company or an Affiliated Entity, with the exception of the remuneration (options and other benefits) received from the Company as a remuneration of a member of the Supervisory Board approved by the General Assembly;
6) does not maintain and has not maintained over the last year significant business relations with the Company or the Company’s Affiliated Entity;
7) is not and has not been over the last three years a partner, member of bodies or employee of the registered auditor auditing the financial statements of the Company or the Company’s Affiliated Entity;
8) did not hold the position of a member of the Supervisory Board for the period longer than three terms of office,
9) is not an antecendant, descendant, spouse, relative, parent, adoptee or adopter of any of the persons mentioned in points from 1) through 8).
7. In the meaning of these Statutes:
1) an entity is an âAffiliated Entityâ if it is the Company’s Parent Company, the Company’s Subsidiary or the Company’s Parent Company’s Subsidiary.
2) an entity is a âSubsidiaryâ of another entity (âParent Companyâ) if:
(i) the Parent Company holds most of the votes in the governing bodies of the Subsidiary also on the basis of agreements with other persons or
(ii) the Parent Company is authorized to appoint or dismiss the majority of members of the governing bodies of the Subsidiary or
(iii) more than half of the members of the management board of the Parent Company are at the same time members of the management board or persons holding executive positions in the Subsidiary, another entity which is a subsidiary of the Subsidiary.
3) a âsignificant remunerationâ or âsignificant business relationsâ shall mean respectively an annual remuneration or annual turnover of products (services) equivalent in PLN in excess of 10,000 EUR (ten thousand).â
2. The Ordinary General Assembly hereby amends § 14 of the Statutes of the Company in such a way that previous subparagraph 7 shall be designated as subparagraph 8.
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RESOLUTION NO. 26/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on amending § 14 of the Statutes of the Company.
The Ordinary General Assembly hereby amends § 14 of the Statutes of the Company in such a way that previous subparagraph 12 shall read as follows:
â12. The Chairperson of the resigning Supervisory Board or President of the Management Board shall convoke and open the first meeting the newly appointed Supervisory Board. The Chairperson and the Vice-Chairperson shall be appointed by the Supervisory Board by a simple majority in secret vote.â
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RESOLUTION NO. 27/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on amending § 14 of the Statutes of the Company.
1. The Ordinary General Assembly hereby amends § 14 of the Statutes of the Company in such a way that subparagraphs 17-19 shall read as follows:
â17. The meetings of the Supervisory Board may be held over the telephone or with the use of other technical means (e.g. Internet,) in the way which shall enable all members of the Supervisory Board participating in such a meeting to communicate with one another. The resolutions adopted at such a meeting shall be valid if all members of the Supervisory Board were notified of the contents of the draft of the resolutions.
18. In the scope permitted by law and in cases justified by crucial interest of the Company or in the matters requiring immediate attention, the resolutions of the Supervisory Board may be adopted by voting in writing ordered by the Chairperson of the Supervisory Board or in his absence by the Vice-Chairperson of the Supervisory Board. The resolutions adopted in this way shall be valid if all members of the Supervisory Board were notified of the contents of the draft of the resolutions.
19. 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.â
2. The Ordinary General Assembly hereby amends § 14 of the Statutes of the Company in such a way that previous subpar. 19 shall be designated as subpar. 20.
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RESOLUTION NO. 28/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on amending § 15 of the Statutes of the Company.
The Ordinary General Assembly hereby amends § 15 of the Statutes of the Company in such a way that a new subparagraph 3 is added after subparagraph 2 that shall read as follows:
â3. Once a year the Supervisory Board shall prepare and submit the following to the Ordinary General Assembly:
a) concise assessment of the situation of the Company, taking into account the assessments of the internal control system in the Company and the risk management system relevant to the Company,
b) assessment of the Supervisory Board work.â
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RESOLUTION NO. 29/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 providing the unified text of the Statutes of the Company.
The General Assembly, taking into account all amendments to the Statutes made by the resolutions of that Assembly hereby resolves the new, unified text of the Statutes of the Company as follows:
The unified text of the Statutes of MCI Management SA
legal status as of June 20, 2008
I. GENERAL PROVISIONS
§ 1.
1. The business name of the Company shall be: âMCI Managementâ SpĂłłka Akcyjna.
2. The Company may use the abbreviated name of âMCI Managementâ SA and a distinctive logo as well as the business name translated into foreign languages.
§ 2.
The registered seat of the Company shall be the city of Wrocław.
§ 3.
1. The Company shall perform its operations in the territory of the Republic of Poland and abroad.
2. The Company may open branch offices, divisions, sites and other organizational units in Poland as well as abroad and it may participate in commercial law companies and civil law companies with domestic and foreign entities in compliance with applicable provisions of law.
§ 4.
2. The objects of the operations of the Company shall include:
1) 64.20.Z – Activities of financial holding companies
2) 64.30.Z – Activities of trusts, funds and similar financial institutions
3) 64.92.Z – Other credit granting
4) 64.99.Z – Other financial services, nowhere else classified, exclusive of insurance and pension funds
5) 66.19.Z – Activities auxiliary to financial services, nowhere else classified, exclusive of insurance and pension funds
6) 70.10.Z – Activities of head offices and holding companies, exclusive of financial holding companies
7) 70.21.Z – Public relations and communication
8) 70.22.Z – Other consultancy activities in the scope of conducting business operations and management
9) 74.90.Z – Other professional, scientific and technical activities, nowhere else classified
2. If undertaking or conducting the business operations as defined above in the objects of the operations of the Company requires a consent, permission or license of the governmental body due to special regulations, such undertaking or conducting such operations may commence after such a consent, permission or license is obtained.
§ 5.
The term of the Company is indefinite.
§ 6.
The announcements of the Company as provided by law shall be published in âMonitor SÄ
dowy i Gospodarczyâ.
II. SHARE CAPITAL, SHAREHOLDERS AND SHARES
§ 7.
1. The share capital of the Company shall be PLN 41,457,000.00 (forty one million four hundred fifty seven thousand) zlotys and is divided into 41.457.000 (forty one million four hundred fifty seven thousand) equal and indivisible shares each of nominal value of 1 PLN (one) zloty, including:
• 100,000 (one hundred thousand) ordinary bearer shares (A shares) with the successive numbers from 000 001 (one) to 100 000 (one hundred thousand,)
• 19,500,000 (nineteen million five hundred thousand) of ordinary bearer shares (B shares) with the successive numbers from 00 000 001 (one) to 19 500 000 (nineteen million five hundred thousand,)
• 12,500,000 (twelve million five hundred thousand) ordinary bearer shares (C shares) with the successive numbers from 00 000 001 (one) to 12 500 000 (twelve million five hundred thousand,)
• 500,000 (five hundred thousand) ordinary bearer shares (D shares) with the successive numbers from 000 001 (one) do 500 000 (five hundred thousand,)
• 5,200,000 (five million two hundred thousand) ordinary bearer shares (E shares) with the successive numbers from 00 000 001 (one) to 05 200 000 (five million two hundred thousand,)
• 1,457,000 (one million four hundred fifty seven thousand) ordinary bearer shares (G shares) with the successive numbers from 00 000 001 (one) to 01 457 000 (one million four hundred fifty seven,)
• 1,467,000 (one million four hundred sixty seven thousand) ordinary bearer shares (G shares) with the successive numbers from 00 000 001 (one) to 01 467 000 (one million four hundred sixty seven,)
• 733,000 (seven hundred thirty three thousand) ordinary bearer shares (H shares) with the successive numbers from 000 001 (one) to 733 000 (seven hundred thirty three thousand.)
2. A shares have been paid with cash contributions and taken up by the founders of the Company in the following numbers:
a) MCI spĂłłka z ograniczonÄ
odpowiedzialnoĹciÄ
with its registered seat in Wrocław – 59 (fifty nine) shares in the amount of PLN 1000.00 (one thousand zlotys) per one share,
b) HOWELL SpĂłłka Akcyjna with its registered seat in Szczawno ZdrĂłj – 39 (thirty nine) shares in the amount PLN 1000.00 (one thousand zlotys) per one share,
c) Tomasz Czechowicz – 1 (one) share in the amount of PLN 1000.00 (one thousand,)
d) Andrzej Dadełło – 1 (one) share in the amount of PLN 1000.00 (one thousand.)
3. The shares of the Company from successive issues may be registered shares or bearer shares and they may be paid for with cash contributions or in-kind contributions.
4. Each share shall have one voting right at the General Assembly.
5. The shares may be issued in collective share certificates.
6. The shareholders shall have the right to share in annual profits allotted by the General Assembly to be divided and to share in the division of the Company\”s property in case of its liquidation. All shares shall participate in dividend of equal amount.
7. The Company may acquire its own shares in order to redeem them and to pursue other objectives as defined in Art. 362 § 1 of the Commercial Companies Code.
8. The share capital may be increased also by an increase of the nominal value of the shares.
9. The shares may be redeemed by a decrease of the share capital through a resolution of the General Assembly, with the consent of the shareholder whose shares shall be redeemed. The amount to be paid for the redeemed shares shall be determined each time by a resolution of the General Assembly. Instead of the redeemed shares the Company may issue utility certificates on the conditions provided by the General Assembly.
10. The Company may create reserve capitals and purpose funds on the basis of the resolutions of the General Assembly.
11. A part of the supplementary capital in the amount of one third of the share capital may be used only to cover the balance losses.
12. On the basis of the resolutions of the General Assembly the reserve capitals and the balance of the supplementary capital in excess of the amount defined in subpar. 11 may be used in particular to increase the share capital.
13. The share capital of the Company may be increased not only as provided in subpar. 8 above but also as provided in Art. 444 and the following in the Commercial Companies Code as the authorized capital, 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;
c) increasing the share capital as the authorized capital the Management Board may issue shares instead of cash contributions and in-kind contributions, however, the issue of shares instead of the in-kind contributions made requires a consent of the Supervisory Board;
d) setting the issue price of the shares issued as the authorized capital requires the consent of the Supervisory Board;
e) the pre-emptive right of the previous shareholders regarding the shared issued by the Management Board as the authorized capital may be excluded with the consent of the Supervisory Board;
f) the Management Board shall not be entitled to increase the share capital as the authorized capital with the Company\”s own means;
g) the shares issued by Management Board as the authorized capital may not be preference shares, and they may not be connected with the personal rights of their owners;
h) the resolution of the Management Board on increasing the share capital as the authorized capital shall be executed in the form of a notarized deed.
§ 7A.
The contingent increase of the share capital of the Company was made on the basis of the Resolution No. 20/ZWZA/2008 of the General Assembly of the Company from June 20, 2008 whose nominal value was established at the amount not higher than PLN 2,000,000.00 (two million) by issuing ordinary bearer âJâ shares with the nominal value of PLN 1.00 (one) per each share in the number not higher than 2,000,000 (two million.) âJâ shares shall be taken up by authorized bond holders who hold the convertible âBâ bonds issued in connection with the resolution No. 03/NWZA/2008 of the General Assembly of the Company from March 27, 2008.
III. THE COMPANY GOVERNING BODIES
§ 8.
The Company Governing Bodies shall include:
A. The Management Board.
B. The Supervisory Board.
C. The General Assembly.
A. The Management Board
§ 9.
1. The Management Board of the Company shall be composed of one to five members, including the President of the Management Board, appointed for three years. The members of the first Management Board shall be appointed by the founders of the Company for two years.
2. The Supervisory Board shall appoint, dismiss and suspend in their duties the members of the Management Board of the Company, as well as set the number of the members of the Management Board.
3. The mandates of the members of the Management Board shall expire on the day of the General Assembly approving the statements, balance sheet and income statement for the last year of their term of office.
§ 10.
1. The Management Board of the Company shall manage the Company and represent it in and out of court before authorities and third parties.
2. The By-Laws of the Management Board of the Company shall define in detail the operations of the Management Board. The By-Laws shall be adopted by the Management Board and approved by the Supervisory Board through a resolution.
§ 11.
1. The cooperation of two members of the Management Board or one member of the Management Board with the Proxy shall be required to make the declarations of will and sign on behalf of the Company.
2. The Proxy may represent the Company only jointly with a member of the Management Board of the Company. It shall be sufficient to receive notices and other correspondence if one member of Management Board is served but always on the premises of the Management Board.
3. The matters that go beyond the regular management of the Company shall require the resolutions of the Management Board.
§ 12.
1. A representative of the Supervisory Board delegated from among its members shall conclude agreements with the members of the Management Board of the Company on behalf of the Company. Other acts of law between the Company and the member of the Management Board shall require the same.
2. The Supervisory Board shall represent the Company in disputes with the member of the Management Board.
§ 13.
The member of the Management Board shall not without the consent of the Supervisory Board engage in competitive business or participate in a competitive company as a partner, shareholder or member of the management.
B. The Supervisory Board
§ 14.
1. The Supervisory Board shall be composed of 5 (five) to 8 (eight) members, including Chairperson and Vice Chairperson. The number of the members of the Supervisory Board shall be determined by the General Assembly through a resolution.
2. Subject to the provisions in subpar. 3 below, the members of the Supervisory Board shall be appointed and dismissed in the following way:
a) As long as the shareholder Czechowicz Ventures sp. z o.o. holds at least 20% (twenty percent) of votes at the General Assembly, the shareholder shall appoint and dismiss 1 (one) member of the Supervisory Board;
b) The General Assembly shall appoint and dismiss the remaining members of the Supervisory Board.
3. In the case when the number of votes is decreased at the General Assembly below 20% (twenty percent) held by the shareholder entitled to appoint and dismiss the member of the Supervisory Board in accordance with the above § 14 subpar. 2 letter a), the shareholder shall lose the rights deriving from § 14 subpar. 2 letter a), and the mandate of the member of the Supervisory Board appointed by him shall expire. The determination of the expiration of the mandate shall be made in the form of a resolution of the Supervisory Board at its next meeting.
4. If the mandate of the member of the Supervisory Board expires due to the reasons provided in subpar. 3 above or as a result of the submission of a resignation of the member of the Supervisory Board appointed by the General Assembly, the remaining members of the Supervisory Board may by co-optation appoint a new member who shall perform their duties until appointment of a member of the Supervisory Board by the General Assembly, not longer, however, than until the day of expiry of the term of his predecessor. Under this subparagraph the provisions of subparagraphs from 5 to 9 below shall apply respectively to the appointment of the member of the Supervisory Board. The Supervisory Board shall not be composed of more than one member appointed on the basis of the rules above.
5. At least two the members of the Supervisory Board shall meet the criteria of independence of the Company and of entities that are in significant affiliation with the Company. The detailed criteria of independence of the member of the Supervisory Board are set forth in subpar. 6 below.
6. An independent member of the Supervisory Board shall be the person who:
1) has not been over the last three years an employee of the Company or of an Affiliated Entity;
2) has not been over the last five years a member of the governing bodies of the Company or a member of the governing or supervisory bodies of an Affiliated Entity;
3) is not a shareholder holding at least 5% (five percent) of the votes at the General Assembly of the Company or at the general assembly of the an Affiliated Entity;
4) is not a member of the governing or supervisory bodies or an employee of the shareholder holding at least 5% (five percent) of the votes at the General Assembly of the Company or at the general assembly of the an Affiliated Entity;
5) does not and did not receive a significant remuneration from the Company or an Affiliated Entity, with the exception of the remuneration (options and other benefits) received from the Company as a remuneration of a member of the Supervisory Board approved by the General Assembly;
6) does not maintain and has not maintained over the last year significant business relations with the Company or the Company’s Affiliated Entity;
7) is not and has not been over the last three years a partner, member of bodies or employee of the registered auditor auditing the financial statements of the Company or the Company’s Affiliated Entity;
8) did not hold the position of a member of the Supervisory Board for the period longer than three terms of office,
9) is not an antecendant, descendant, spouse, relative, parent, adoptee or adopter of any of the persons mentioned in points from 1) through 8).
7. In the meaning of these Statutes:
1) an entity is an âAffiliated Entityâ if it is the Company’s Parent Company, the Company’s Subsidiary or the Company’s Parent Company’s Subsidiary.
2) an entity is a âSubsidiaryâ of another entity (âParent Companyâ) if:
(i) the Parent Company holds most of the votes in the governing bodies of the Subsidiary also on the basis of agreements with other persons or
(ii) the Parent Company is authorized to appoint or dismiss the majority of members of the governing bodies of the Subsidiary or
(iii) more than half of the members of the management board of the Parent Company are at the same time members of the management board or persons holding executive positions in the Subsidiary, another entity which is a subsidiary of the Subsidiary.
3) a âsignificant remunerationâ or âsignificant business relationsâ shall mean respectively an annual remuneration or annual turnover of products (services) equivalent in PLN in excess of 10,000 EUR (ten thousand).â
8. In order to provide the possibility of appointing members of the Supervisory Board, according to the rules set forth in subpar. 6 to 8 above, the shareholders submitting the candidacies of the members of the Supervisory Board shall each time during the General Assembly justify their proposals in detail, including the submission of a declaration that the candidate meets or does not meet the criteria of an âindependent member of the Supervisory Boardâ in the meaning of subpar. 6 to 8 above. The obligation referred to above shall apply respectively to the appointment of the members of the Supervisory Board by authorized shareholders or to the appointment of the members of the Supervisory Board by voting in separate groups.
9. The criteria of an independent member of the Supervisory Board must be met during the whole term of the mandate.
10. The term of office of the Supervisory Board shall be three years, with the exception of the term of office of first Supervisory Board which shall be one year.
11. The Supervisory Board shall operate on the basis of the By-Laws which shall be adopted by the Supervisory Board and approved by the General Assembly.
12. The Chairperson of the resigning Supervisory Board or the President of the Management Board shall convoke and open the first meeting the newly appointed Supervisory Board. The Chairperson and the Vice-Chairperson shall be appointed by the Supervisory Board by a simple majority in secret vote.
13. The meeting of the Supervisory Board shall be convoked and chaired by the Chairperson of the Supervisory Board and in case of his absence by the Vice-Chairperson.
14. The meeting of the Supervisory Board may be ordinary or extraordinary. The ordinary meetings shall be held at least four times a year (once a quarter.) The extraordinary meeting may be convened at any time.
15. The Chairperson or in his absence the Vice-Chairperson shall convene the meeting of the Supervisory Board on his own initiative or at the request of the Management Board of the Company or a member of the Supervisory Board in writing. The meeting shall be convened within two weeks from the submission of the request.
16. The meeting 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 technical means (e.g. Internet,) in the way which shall enable all members of the Supervisory Board participating in such a meeting to communicate with one another. The resolutions adopted at such a meeting shall be valid if all members of the Supervisory Board were notified of the contents of the draft of the resolutions.
18. In the scope permitted by law and in cases justified by crucial interest of the Company or in the matters requiring immediate attention, the resolutions of the Supervisory Board may be adopted by voting in writing ordered by the Chairperson of the Supervisory Board or in his absence by the Vice-Chairperson of the Supervisory Board. The resolutions adopted in this way shall be valid if all members of the Supervisory Board were notified of the contents of the draft of the resolutions.
19. 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.
20. Subject to § 18 subpar. 2 below, for the resolutions of the Supervisory Board to be valid it is necessary to invite all members of the Supervisory Board to the meeting of the Supervisory Board as provided in § 14 subpar. 15 and 16 above.
§ 15.
1. The Supervisory Board shall perform permanent supervision over the operations of the Company in all areas of its enterprise.
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:
a. individual or a series of liabilities (transactions) connected with one another, including but not limited to the provisional and forward liabilities (transactions);
b. loans and credits;
c. 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;
d. establishment of pledge, mortgage, transfer of ownership as security for a debt and other encumbrances on the Company\”s property;
e. 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. Once a year the Supervisory Board shall prepare and submit the following to the Ordinary General Assembly:
a) concise assessment of the situation of the Company, taking into account the assessments of the internal control system in the Company and the risk management system relevant to the Company,
b) assessment of the Supervisory Board work.
§ 16.
1. The members of the Supervisory Board shall perform their rights and duties personally.
2. The remuneration of the members of the Supervisory Board shall be determined by the General Assembly.
§ 17.
The Supervisory Board may delegate the members of the Supervisory Board to individually perform specific supervisory activities. These members shall receive separate remuneration in the amount determined by the General Assembly. These members shall be bound by the prohibition of competition, the same as the members of the Management Board of the Company.
§ 18.
1. 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.
2. The adoption by the Supervisory Board of a resolution on the matters indicated above in § 15 subpar. 2 letter d), g), h) and from k) to m) of the Statutes shall require casting of the vote for such a resolution by the member of the Supervisory Board appointed by the shareholder in accordance with § 14 subpar. 2 letter a) of the Statutes or else it shall be null and void.
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 resolutions of the Supervisory Board shall be recorded. The minutes shall be signed by present members of the Supervisory Board. The minutes shall include the agenda and list the names of the members of the Supervisory Board participating in the meeting, the number of votes cast for individual resolutions, indicate the way the voting was conducted and the result of the voting.
5. The dissenting opinions of the members of the Supervisory Board present at the meeting and the objections of the members of the Supervisory Board absent at the meeting of the Supervisory Board sent later shall be attached to the minutes.
C. The General Assembly
§ 19.
1. The General Assembly may be Ordinary or Extraordinary.
2. The Management Board shall convoke the Ordinary General Assembly within six months after the end of financial year.
§ 20.
1. The Management Board shall convoke the Extraordinary General Assembly for the consideration of the matters which require immediate decisions:
• on its own initiative,
• at the request of the Supervisory Board in writing,
• at the request of the shareholders in writing, representing in total at least 10% (ten percent) of the share capital.
2. The Management Board shall convoke the Extraordinary General Assembly within 14 days from the submission of such a request. The Supervisory Board shall be entitled to convoke the Extraordinary General Assembly in the case when the Management Board fails to do so.
3. The request to convoke the Extraordinary General Assembly shall indicate the matters to be brought up at the meeting.
§ 21.
1. Unless the Commercial Companies Code provides otherwise, the General Assembly shall be valid regardless of the number of shares represented in it.
2. The General Assembly may adopt resolutions also without formal convocation if the whole share capital is represented and none of those present objects to the holding of the General Assembly or the bringing up of individual matters at the meeting.
3. The resolutions of the General Assembly shall be adopted by an absolute majority of votes cast unless the Commercial Companies Code provides otherwise.
4. The General Assembly may order breaks in the session by the majority of two thirds of the votes. The breaks in total shall not last longer than thirty days.
5. Taking some issues off the agenda or omitting to consider any points put on the agenda on the motion of the shareholders requires adoption of a resolution of the General Assembly after prior consent of all present shareholders who made such a motion supported by 75% (seventy five percent) of the votes of the General Assembly.
§ 22.
The following matters shall require resolutions of the General Assembly:
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 granting approval of the performance of the duties of the members of the Company\”s bodies;
b) any decisions regarding claims for damage suffered when the Company was formed or while performing management or supervision;
c) sale or lease of the enterprise and establishment of the right to usufruct over it;
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;
f) division of profits or coverage of losses, determination the date of the establishment of the right to dividend and the day when the dividend shall be paid;
g) amendments to the Statutes of the Company;
h) increase or decrease of the share capital of the Company;
i) approval of the By-Laws of the Supervisory Board;
j) dissolution and liquidation of the Company;
k) subject to § 14 subparagraph 2 letter a), appointment and dismissal of the members of the Supervisory Board;
l) adoption of the By-Laws of the General Assembly.
§ 23.
The General Assemblies shall be held in Wrocław or in Warsaw.
IV. FINAL PROVISIONS
§ 24.
1. The calendar year shall be the reporting year of the Company, however, the first reporting year of the Company shall finish on December 31, 1999.
2. The Company shall be dissolved by liquidation.
3. The liquidation shall be performed under the business name of the Company with the addition of the words: \”in liquidation.\”
4. The members of the Management Board and the person appointed by the Supervisory Board shall be the liquidators.
5. The provisions of the Commercial Companies Code shall apply to the matters not governed in these Statutes.
6. The founders of the Company are: MCI spĂłłka z ograniczonÄ
odpowiedzialnoĹciÄ
, with its registered seat in Wrocław, ul. Wybrzeże Wyspiańskiego 13, HOWELL S.A., with its registered seat in Szczawno ZdrĂłj, ul. Ratuszowa 3, Tomasz Czechowicz, resident in Wrocław, ul. Bartoszowicka 3 and Andrzej Dadełło, resident in Legnica, ul. Jowisza 1/5.
______________________________
RESOLUTION NO. 30/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on establishing the number of the members of the Supervisory Board of the Company.
1. The Ordinary General Assembly, acting in compliance with § 14 subpar. 1 of the Statutes of the Company hereby resolves that the Supervisory Board shall operate with six members.
2. The resolution comes into effect as of the day of its adoption.
_______________________________
RESOLUTION NO. 31/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on changing the membership of the Supervisory Board of the Company.
1. The Ordinary General Assembly acting on the basis of the results of the secret vote hereby appoints Mr. Krzysztof Rybiński as member of the Supervisory Board.
2. The resolution comes into effect as of the day of its adoption.
___________________________________
RESOLUTION NO. 32/ZWZA/08
of the Ordinary General Assembly of Management SA adopted on 20.06.2008 on approval of the amendments to the By-Laws of the Supervisory Board.
Acting on the basis of § 22 pt. j) of the Statutes of the Company the Ordinary General Assembly hereby:
§ 1.
1. approves the amendments to the By-Laws of the Supervisory Board of the Company adopted on June 5, 2008.
2. authorizes the Management Board of the Company to establish the unified text of the By-Laws, taking into account the amendments adopted on the basis of this Resolution.
___________________________________
II. the Management Board of the Company informs that: (i) the Ordinary General Assembly did not restrain from considering any of the points of the planned agenda of the meeting, and that (ii) during the meeting no objections were raised to the minutes of the participants in the Assembly.