RB nr 6/2009

Legal basis: § 39 subpar. 1 pt. 3 of RO

The Management Board of MCI Management S.A. informs that the session of the Extraordinary General Assembly shall be held on September 27, 2008 at 11:00 in the conference room in the seat of the Company at Klecińska 125 in Wrocław. The following are the drafts of resolutions to be adopted according to the agenda:

Drafts of resolutions of the Extraordinary General Assembly of the Shareholders of MCI Management S.A. from January 27, 2009:

Resolution no. 01/NWZA/2009
of the Extraordinary General Assembly of MCI Management S.A.
from January 27, 2009
on
election of the Chairperson of the Extraordinary General Assembly

The Extraordinary General Assembly of MCI Management S.A. hereby elects ………………………………………….. to be the Chairperson of the Extraordinary General Assembly.

Justification of the Management Board:
The Resolution is technical in nature. The necessity of electing the Chairperson of the Extraordinary General Assembly immediately after opening the session of the General Assembly is in compliance with the provision of Art. 409 § 1 of the Commercial Companies Code.

Resolution no. 02/NWZA/2009
of the Extraordinary General Assembly of MCI Management S.A.
from January 27, 2009
on
approval of the agenda of the session of the Extraordinary General Assembly
held on January 27, 2009

The Extraordinary General Assembly of MCI Management S.A. hereby approves the agenda of the session in the wording as published in the Monitor Sądowy i Gospodarczy no. 1 (3104) item 11 from January 2, 2009.

Justification of the Management Board:
The Resolution is technical in nature. The necessity of following the agenda of the session of the General Assembly results indirectly from the provision of Art. 409 § 2 and Art. 404 § 1 of the Commercial Companies Code.

Resolution no. 03/NWZA/2009
of the Extraordinary General Assembly of MCI Management S.A.
from January 27, 2009
on amending the Resolution no. 04/NWZA/2008 of the Extraordinary General Assembly of MCI Management S.A. from September 25, 2008

§ 1

The Extraordinary General Assembly of MCI Management S.A. (“Company”) hereby amends the content of the resolution no. 04/NWZA/2008 of the Extraordinary General Assembly MCI Management S.A. from September 25, 2008 as follows:

§ 1 subpar. 1 and § 2 subpar. 3 of the Resolution no. 04/NWZA/2008 of the Extraordinary General Assembly MCI Management S.A. from September 25, 2008 on increase of the share capital while retaining the pre-emptive rights by previous shareholders shall read as follows:

“§ 1 subpar. 1. The share capital of the Company is hereby increased by the amount not higher than PLN 3,757,189.00 (three million seven hundred fifty seven thousand one hundred eighty nine) that is to the amount not higher than PLN 48,679,458.00 (forty eight million six hundred seventy nine thousand four hundred fifty eight) by issuing not more than 3,757,189.00 (three million seven hundred fifty seven thousand one hundred eighty nine) new I Shares with the nominal value of PLN 1.00 (one) each, hereinafter “I Shares.”

“§ 2 subpar. 3. Each 12 (twelve) A, B, C, D, E, F, G, H, J and L Shares held by the shareholders at the end of the day of exercise of the pre-emptive right shall represent 1 (one) I Share.”

§ 3 pt. 2) shall read as follows:

“§ 3 pt. 2) set the issue price of I Shares and set the final amount by which the share capital of the Company shall be increased.”

In § 3 after pt. 6) a new “pt. 7)” is added and it shall read as follows:

“§ 3 pt. 7) resign from conducting public offering if it considers it reasonable.”

§ 2

This resolution comes into effect as of the day when it is adopted.

Justification of the Management Board:
The Resolution is technical in nature. The necessity of amending § 1 subpar.. 1 and § 2 subpar. 3 of the Resolution no. 04/NWZA/2008 is in compliance with the need to adjust its wording with the resolution of the Management Board of MCI Management S.A. no. 1/01/XI/2008 regarding the issue of N Shares.

Resolution no. 04/NWZA/2009
of the Extraordinary General Assembly of MCI Management S.A.
from January 27, 2009
on
granting the consent to conduct public offering of N Shares, pre-emptive rights to N Shares and rights to N Shares, dematerialization of: N Shares, pre-emptive rights to N Shares and rights to N Shares as well as to apply for admission and introduction to trading on the regulated market of: N Shares, pre-emptive rights to N Shares and rights to N Shares

In connection with § 7 subpar. 13 of the Statutes of the Company which provides the authorization of the Management Board to increase the share capital of the Company within the authorized capital, the following is resolved:

§ 1
1. N Shares to be issued in connection with the increase of the share capital within the authorized capital under the authorization granted to the Management Board in the Statutes of the Company shall be issued in public offering.
2. The Management Board shall be authorized to take all actual and legal steps to conduct public offering of N Shares, rights to N Shares and pre-emptive rights to N Shares, including the submission of all and any applications, documents or notifications to the Financial Supervision Commission as well as the performance of other activities necessary to execute this resolution.
§ 2
1. N Shares, rights to N Shares and pre-emptive rights to N Shares to be issued in connection with the increase of the share capital within the authorized capital under the authorization granted to the Management Board in the Statutes of the Company shall be admitted to trading on the regulated market – the market of official stock exchange quotations conducted by the Warsaw Stock Exchange.
2. N Shares, rights to N Shares and pre-emptive rights to N Shares referred to in subpar. 1 shall be dematerialized. In connection with the above Management Board of the Company shall be authorized to conclude an agreement with the National Depository for Securities for registration of these securities in the depository for securities.
3. The Management Board of the Company shall be authorized to take all actual and legal steps to admit the securities referred to in § 2 subpar. 1 of this resolution to trading on the regulated market.
§ 3

This resolution comes into effect as of the day when it is adopted.

Justification of the Management Board:
Adoption of the resolution is necessary to provide the Company with legal capacity to execute the intent to issue N Shares in public offering as well as in the scope of dematerialization of shares before their admission to trading on the Warsaw Stock Exchange.

Resolution no. 05/NWZA/2009
of the Extraordinary General Assembly of MCI Management S.A.
from January 27, 2009
on
amending § 7 subpar. 1 of the Statutes of the Company

The Extraordinary General Assembly of MCI Management S.A. (“Company”) on the basis of Art. 430 § 1 in connection with Art. 431 § 1 and Art. 310 § 2 of the Commercial Companies Code and § 22 pt. g) of the Statutes of the Company resolves as follows:

As a result of increase of the share capital by issuing I Shares adopted by the Extraordinary General Assembly on September 25, 2008 by Resolution no. 04/NWZA/2008 and amended today by the Resolution no. 03/NWZA/2009, § 7 subpar. 1 of the Statutes of the Company shall read as follows:

(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).”

Justification of the Management Board:
The necessity of adopting the resolution is in compliance with the need to establish the valid wording of § 7 subpar. 1 of the Statutes in connection with the issue of N Shares.

Resolution no. 06/NWZA/2009
of the Extraordinary General Assembly of MCI Management S.A.
from January 27, 2009
on
authorizing the Supervisory Board of the Company to establish the unified text of the Statutes of the Company

§ 1

The Extraordinary General Assembly of MCI Management S.A. hereby authorizes the Supervisory Board to establish the unified text of the Statutes of the Company.

§ 2

This resolution comes into effect as of the day when it is adopted.

Justification of the Management Board:
The Resolution is technical in nature. The obligation to establish the unified text of the Statutes of the Company results from Art. 9 subpar. 4 of the Act from August 20, 1997 on the National Court Register.

Resolution no. 07/NWZA/2009
of the Extraordinary General Assembly of MCI Management S.A.
from January 27, 2009
on
resigning from the adoption of the resolutions provided for in point 9 and 10 of the announced agenda of the General Assembly

On consideration of the application of the Management Board of the Company and discussion the Extraordinary General Assembly of MCI Management S.A. (“Company”) hereby decides on the basis of the regulations included in § 21 subpar. 5 of the Statutes of the Company and in § 21 of the By-Laws of the General Assembly as follows:

§ 1.
The General Assembly hereby decides to resign from the adoption of the following resolutions provided for in respective points 9 and 10 of the announced agenda of the General Assembly:

1. Resolution on amending or rescission of the resolutions of the General Assembly regarding the “Incentive Program” of the Company for 2008-2012.
2. Resolution on amending or rescission of the resolutions regarding the dematerialization and admission to trading on stock exchange of the shares issued for the needs of the “Incentive Program”.

§ 2.
This resolution comes into effect as of the day when it is adopted.

Justification of the Management Board:
After conducting additional consulting, taking into account the current high changeability of macroeconomic forecasts, the Management Board of the Company has ultimately decided not to submit a request for modification of the provisions of the Incentive Program of the Company for 2008-2012, believing in the execution in the long term of the current objectives of the Program. The adoption of this resolution is necessary in the situation when the submitter of the request submits a request not to adopt it by the General Assembly of the Shareholders.

Resolution no. 08/NWZA/2009
of the Extraordinary General Assembly of MCI Management S.A.
from January 27, 2009
on
amending the Resolution no. 29/ZWZA/2007 regarding the rules of remuneration of the members of the Supervisory Board of the Company

Acting on the basis of § 16 subpar. 2 of the Statutes of the Company the General Assembly hereby establishes the following new rules of remuneration of the members of the Supervisory Board of MCI Management SA:

§ 1.

Point “a” in the Resolution no. 29/ZWZA/2007 on establishing new rules of remuneration of the members of the Supervisory Board and on amending the Resolution no. 20/ZWZA/2006 from June 27, 2007 shall be amended as follows:

“Chapter “I. LUMP-SUM REMUNERATION REIMBURSEMENT OF COSTS” of the Resolution no. 20/ZWZA/2006 from June 27, 2007 shall read as follows:

“I. LUMP-SUM REMUNERATION
REIMBURSEMENT OF COSTS

1. Subject to subpar. 2 below the Member of the Supervisory Board shall be entitled to remuneration in the amount of PLN 1,800.00 (one thousand eight hundred) for the participation in the plenary session of the Supervisory Board.
2. In the case when the session of the Supervisory Board is held with the use of telephone connection or other electronic means of communication or in the situation when the Supervisory Board adopts resolutions by voting in writing in compliance with § 14 subpar. 11 or subpar. 12 of the Statutes, each member of the Supervisory Board shall be entitled to remuneration in the amount of PLN 600.00 (six hundred) for the participation in such a session of the Supervisory Board.
3. The remuneration shall be paid to the members of the Supervisory Board within 5 (five) days from the session of the Supervisory Board.
4. In the case when a member of the Supervisory Board is delegated to individually perform specific supervisory activities in compliance with § 17 of the Statutes of the Company, the remuneration of such a member of the Supervisory Board shall be determined separately by the General Assembly.
5. The Company shall reimburse the Members of the Supervisory Board for the costs of travel to the session of the Supervisory Board and back to their place of residence. The costs shall be reimbursed up to the level of costs of travel by first class “Intercity” train connection or in the amount in compliance with commonly applied rates for travel by passenger car.”

§ 2.

This resolution comes into effect as of the day when it is adopted.

Justification of the Management Board:
The amendment of the rules of remuneration of the members of the Supervisory Board is caused by the need to adjust them to the current market conditions.