RB nr 2/2009

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 S.A. informs that on January 2, 2009 a notification of the company on the convocation of the Extraordinary General Assembly on January 27, 2009 was published in Monitor Sądowy i Gospodarczy.

The following is the content of the notification:
The Management Board of MCI Management SpĂłłka Akcyjna, with its registered office in Wrocław, ul. Klecińska 7, 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. 398, Art. 399 § 1 and Art. 402 of the Commercial Companies Code and on the basis of § 20 subpar. 1 of the Statutes of the Company hereby convenes the Extraordinary General Assembly of the Company on January 27, 2009. The session of the General Assembly shall begin at 11:00 a.m. in the conference room in the registered seat of the Company at 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 amending Resolution no. 04/NWZA/2008 of the Extraordinary General Assembly of MCI Management S.A. from September 25, 2008.
6. Adoption of the resolution on granting the consent to conduct public offering of N shares, preemptive rights to N shares and the rights to N shares, dematerialization of N shares, preemptive rights to N shares as well as the rights to N shares and applying for and introducing N shares to trading on the regulated market, preemptive rights to N shares and the rights to N shares.
7. Adoption of the resolution on amending § 7 subpar. 1 of the Statutes of the Company.
8. Adoption of the resolution on authorization of the Supervisory Board to establish the unified text of the Statutes of the Company.
9. Adoption of the resolution on amending or canceling the resolutions of the General Assembly on the “Incentive Program” of the Company for 2008-2012.
10. Adoption of the resolution on amending or canceling the resolutions on dematerialization and introduction of the shares issued for the needs of the Incentive Program” to stock exchange trading.
11. Adoption of the resolution on amending Resolution no. 29/ZWZA/2007 on the rules of remuneration for the members of the Supervisory Board of the Company.
12. 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 of the Statutes of the Company:

„1. The share capital of the Company shall be PLN 44,706,000.00 (forty four million seven hundred six thousand) and is divided into 44,706,000 (forty four million seven hundred six thousand) equal and indivisible shares each of nominal value of PLN 1 (one), 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),
• 1,506,000 (one million five hundred six thousand) ordinary bearer shares (F shares) with the successive numbers from 00 000 001 (one) to 01 506 000 (one million five hundred six 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),
• 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),
• 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).”

Suggested wording of § 7 subpar. 1 of the Statutes of the Company:

(a) In the case when the competent court registers in the National Court Register the issue of up to 2,254,313 (two million two hundred fifty four thousand three hundred thirteen) N shares, § 7 subpar. 1 of the Statutes of the Company shall read as follows:
„1. The share capital of the Company shall be not more than PLN 50,933,771.00 (fifty million nine hundred thirty three thousand seven hundred seventy one) and is divided into not more than 50,933,771 (fifty million nine hundred thirty three thousand seven hundred seventy one) equal and indivisible shares each of nominal value of PLN 1 (one), 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),
• 1,506,000 (one million five hundred six thousand) ordinary bearer shares (F shares) with the successive numbers from 00 000 001 (one) to 01 506 000 (one million five hundred six 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),
• 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 3,757,189 (three million seven hundred fifty seven thousand one hundred eighty nine) ordinary bearer shares (I shares) with the successive numbers from 00 000 001 (one) to maximum 03 757 189 (three million seven hundred fifty seven thousand one hundred eighty nine),
• 216,269 (two hundred sixteen thousand two hundred sixty nine) ordinary bearer shares (K shares) with the successive numbers from 00 000 001 (one) to 00 216 269 (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),
• not more than 2,254,313 (two million two hundred fifty four thousand three hundred thirteen) ordinary bearer shares (N shares) with the successive numbers from 00 000 001 (one) to maximum 02 254 313 (two million two hundred fifty four thousand three hundred thirteen).”

(b) In the case when the competent court does not register in the National Court Register the issue of up to 2,254,313 (two million two hundred fifty four thousand three hundred thirteen) N shares, § 7 subpar. 1 of the Statutes of the Company shall read as follows:
„1. The share capital of the Company shall be not more than PLN 48,679,458.00 (forty eight million six hundred seventy nine thousand four hundred fifty eight) and is divided into not more than 48,679,458 (forty eight million six hundred seventy nine thousand four hundred fifty eight) equal and indivisible shares each of nominal value of PLN 1 (one), 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),
• 1,506,000 (one million five hundred six thousand) ordinary bearer shares (F shares) with the successive numbers from 00 000 001 (one) to 01 506 000 (one million five hundred six 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),
• 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 3,757,189 (three million seven hundred fifty seven thousand one hundred eighty nine) ordinary bearer shares (I shares) with the successive numbers from 00 000 001 (one) to maximum 03 757 189 (three million seven hundred fifty seven thousand one hundred eighty nine),
• 216,269 (two hundred sixteen thousand two hundred sixty nine) ordinary bearer shares (K shares) with the successive numbers from 00 000 001 (one) to 00 216 269 (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 January 20, 2009 submit at the seat of the Company at Klecińska 125 in Wrocław 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 of the act from July 29, 2005 on trading in financial instruments 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 and the list of the shareholders shall be displayed in the office of the Company in Wrocław at Klecińska 125.