RB nr 48/2008

Legal basis: Art. 56 subpar. 1 pt. 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies and § 39 subpar. 1 pt. 1) and pt. 2) in connection with § 97 subpar. 3 of RO

The Management Board of MCI Management SA informs that on September 1, 2008 a notification of the company on the convocation of the Extraordinary General Assembly on September 25, 2008 was published in Monitor Sądowy i Gospodarczy.

The General Assembly of MCI was convened in order to make a public issue as scheduled for this year (and communicated in February this year in the current report no. 11/2008) of MCI shares. The planned maximum number of newly issued shares is 12 million and the issue will be addressed to previous and new shareholders. The pre-emptive right to the issue for previous MCI shareholders shall guarantee them the right of priority to subscribe the mew shares in proportion to their shareholding in MCI before the issue of new shares. MCI shall use the funds gathered from the shares in the new issue to develop new investment funds.
The company has started preparing a prospectus.

Additionally, at the General Assembly of MCI has planned to adopt resolutions in the scope of consent to dematerialization and conducting the process of introducing to trading L shares to be issued in September 2008 within the scheduled non-public issue of MCI shares realized from the target capital of the company to Tomasz Czechowicz and Czechowicz Ventures Sp. z o.o. Detailed information on the issue was published in the current report no. 44/2008.

By September 17, 2008 the company shall publish a current report with drafts of resolutions of the Extraordinary General Assembly of the Shareholders with detailed justification of the Management Board.

The following is the detailed content of the notification of the company in the MSiG:
The Management Board of MCI Management SpĂłłka Akcyjna, with its registered office in Wrocław, ul. Klecińska 125, incorporated in the register of entrepreneurs of the National Court Register on March 28, 2001 by the District Court for Wrocław Fabryczna, Commercial Division VI of the National Court Register under number KRS 0000004542 (hereinafter referred to as the “Company”), acting on the basis of Art. 395 par, Art. 399 § 1 and Art. 402 of the Commercial Companies Code and on the basis of § 20 of the Statutes of the Company hereby convenes the Extraordinary General Assembly of the Company on September 25, 2008. The session of the General Assembly shall begin at 11:00 a.m. in the conference room of the Company ul. Klecińska 125 in Wrocław – with the following agenda:

1. Opening of the Assembly.
2. Election of the Chairperson of the Assembly.
3. Verification of the correct convocation of the Assembly.
4. Approval of the agenda of the Assembly.
5. Adoption of the resolution on repealing the Resolutions No. 19/ZWZA/2008 and No. 20/ZWZA/2008 from June 20, 2008.
6. Adoption of the resolutions on the following:
a) increasing of the share capital of the Company by public issue of “I” bearer shares with the pre-emptive rights of previous shareholders, amending the Statutes of the Company and indicating November 18, 2008 as a suggested date of the pre-emptive right and granting the consent to conclude an agreement for investment underwriting
b) granting the consent to dematerialization of “I” shares and the “I” shares pre-emptive right, to the conclusion of agreements with the National Depository for Securities (KDPW SA) for registration of the shares and on granting the consent and authorizing the Management Board of the Company to undertake legal acts aiming at allowing and introducing the “I” shares pre-emptive right, “I” shares and the rights to “I” shares to trading in the regulated market of the Warsaw Stock Exchange.
7. Adoption of the resolution on granting the consent to dematerialization of “L” shares, conclusion of agreements with the National Depository for Securities (KDPW SA) for registration of the shares and on granting the consent and authorizing the Management Board of the Company to undertake legal acts aiming at allowing and introducing the “L” shares to trading in the regulated market of the Warsaw Stock Exchange.
8. Adoption of the resolution on authorizing the Supervisory Board to establish the unified text of the Statutes of the Company.
9. Closing of the session.

In connection with the intent to amend the Statutes of the Company – according to Art. 402 § 2 of the Commercial Companies Code – the Management Board hereby provides the wording of the previous and suggested new provisions of the Statutes of the Company:

Previous wording of § 7 subpar. 1:
1. The share capital of the Company shall be PLN 41,457,000.00 (forty one million four hundred fifty seven thousand) and is divided into 41,457,000 (forty one million four hundred fifty seven thousand) equal and indivisible shares each of nominal value of PLN 1.00 (one) each, 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 sixty seven thousand) ordinary bearer shares (F shares) with the successive numbers from 00 000 001 (one) to 01 457 000 (one million four hundred fifty seven thousand,)
• 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 thousand,)
• 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.)

Suggested wording of § 7 subpar. 1:
1. The share capital of the Company shall be not more than PLN 56,873,269.00 (fifty six million eight hundred seventy three thousand two hundred sixty nine) and is divided into not more than 56,873,269 (fifty six million eight hundred seventy three thousand two hundred sixty nine) equal and indivisible shares each of nominal value of PLN 1.00 (one) each, 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 sixty seven thousand) ordinary bearer shares (F shares) with the successive numbers from 00 000 001 (one) to 01 457 000 (one million four hundred fifty seven thousand,)
• 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 thousand,)
• 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,)
• not more than 12,000,000 (twelve million) ordinary bearer shares (I shares) with the successive numbers from 00 000 001 (one) to not more than 12 000 000 (twelve million,)
• 216,269 (two hundred sixteen thousand two hundred sixty nine) ordinary bearer shares (K shares) with the successive numbers from 000 001 (one) to 216 269 (two hundred sixteen thousand two hundred sixty nine,)
• 3,200,000 (three million two hundred thousand) ordinary bearer shares (L shares) with the successive numbers from 00 000 001 (one) to 03 200 000 (three million two hundred thousand.)

The shareholders who at least a week before the date of the General Assembly, that is before Sept. 18, 2008 submit at the seat of the Company between 9:00 a.m. and 4:00 p.m. the registered depositary certificates issued by the entity operating the securities account in accordance with the provisions on public trading in securities and they shall not take the submitted depositary certificates before the end of the session of the General Assembly shall be entitled to participate in the General Assembly. The materials on the matters included in the agenda shall be displayed for the shareholders fifteen days before the beginning of the session of the General Assembly. The list of the shareholders authorized to participate in the General Assembly shall be displayed for three weekdays before the beginning of the session of the General Assembly. The materials and the list of the shareholders shall be displayed in the office of the Company in Wrocław at Klecińska 125.