RB nr 23/2012

Komisja Nadzoru Finasowego

Art. 56 subpar. 1 pt. 2 of the Act on Public Offering – current and periodic information, in connection with § 39 subpar. 1 pt. 5 of RO

The Management Board of MCI Management S.A., based in Warsaw, ul. Emilii Plater 53, would like to publish the resolutions adopted at the Extraordinary General Assembly held on February 28, 2012.
The adopted resolutions, including the results of votings on specific resolutions are presented below.

No objections to the minutes were raised and no adoption of the planned resolutions was waived during the Extraordinary General Assembly.

The resolutions of MCI Management S.A. adopted
at the Extraordinary General Assembly held on February 28, 2012

RESOLUTION NO. 01/NWZ/2012
of the Extraordinary General Assembly of MCI Management S.A.
on election of the Chairperson of the Assembly
On the basis of secret vote the Extraordinary General Assembly appoints Ryszard Ptasiński the Chairperson of the General Assembly.

Resolution no. 02/NWZ/2012
of the Extraordinary General Assembly of MCI Management S.A.
held on February 28, 2012
on approval of the agenda of the Extraordinary General Assembly to be held on February 28, 2012
The Extraordinary General Assembly of MCI Management S.A. approves the agenda in the wording announced on February 2, 2012 at: www.mci.pl.

Resolution no. 03/NWZ/2012
of the Extraordinary General Assembly of MCI Management S.A.
adopted on February 28, 2012
on appointment of the member of the Supervisory Board
§ 1.
On the basis of secret vote the Extraordinary General Assembly of decides to appoint Mr. Jarosław Dąbrowski member of the Supervisory Board for an individual 3-year-long term of office.

§ 2.
The resolution comes into force as of the day when it is adopted.

In a secret vote on the resolution, valid votes were cast from 28.189.074 shares, which corresponds to 45.21% of the share capital; there were 28.189.074 valid votes, including 28.189.069 votes “for”, 0 votes “against” and 5 “abstentions”, which resulted in adoption of the resolution.

Resolution no. 04/NWZ/2012
of the Extraordinary General Assembly of MCI Management S.A.
adopted on February 28, 2012
on appointment of the member of the Supervisory Board
§ 1.
On the basis of secret vote the Extraordinary General Assembly of decides to appoint Mr. Dariusz Adamiuk member of the Supervisory Board for an individual 3-year-long term of office.
§ 2.
The resolution comes into force as of the day when it is adopted .

In a secret vote on the resolution, valid votes were cast from 28.189.074 shares, which corresponds to 45.21% of the share capital; there were 28.189.074 valid votes, including 28.189.069 votes “for”, 0 votes “against” and 5 “abstentions”, which resulted in adoption of the resolution.

Resolution no. 05/NWZ/2012
of the Extraordinary General Assembly of MCI Management S.A.
adopted on February 28, 2012
on amending the compensation system of the Supervisory Board members
A. Acting on the basis of § 16 subpar. 2 of the Statutes of the Company the Extraordinary General Assembly hereby provides the following new compensation system of MCI Management SA Supervisory Board members:

I. LUMP SUM COMPENSATION
REIMBURSEMENT OF COSTS
1. Subject to subpar. 2 below the Supervisory Board members shall be entitled to the following compensation for participation in the plenary session of the Supervisory Board:
a. Chairperson of the Supervisory Board – PLN 5,000.00 gross,
b. Member of the Supervisory Board – PLN 3,000.00 gross,
2. In the case when resolutions are adopted by the Supervisory Board by voting in writing as provided for in § 14 subpar. 18 of the Statutes, the following compensation shall apply;
a. Chairperson of the Supervisory Board – PLN 2,500.00 gross,
b. Member of the Supervisory Board – PLN 1,500.00 gross,
3. In the case when the Supervisory Board holds a meeting with the use of telephone connection or other electronic means of communication:
a. the member of the Supervisory Board who is not abroad shall be entitled to compensation in the gross amount of PLN 750.00 for participation in the session of the Supervisory Board held in this way,
b. the member of the Supervisory Board who is abroad shall be entitled to compensation in the gross amount of PLN 1,500.00 for participation in the session of the Supervisory Board held in this.
4. The compensation referred to in subpar. 1-3 above shall be paid to the members of the Supervisory Board within 5 (five) days from the session of the Supervisory Board or adoption of the resolution by voting in writing.
5. 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 compensation of such a member of the Supervisory Board shall be calculated separately by the Supervisory Board.
6. The Company shall reimburse the members of the Supervisory Board for the costs of travel to the session of the Supervisory Board and back home. The costs shall be reimbursed in the amount up to the costs of travel by “Intercity” train in the first class, in the amount corresponding to the universally applicable rates for travel by passenger car or in the amount of costs of flight tickets. The reimbursement of the costs of flight ticket shall apply only to the Members of the Supervisory Board permanently residing abroad, provided that the amount of the costs to be reimbursed is agreed earlier with the Company.
B. The Resolution is No. 19/NWZA/2010 from December 21, 2010 of the General Assembly on amending the compensation system of the Supervisory Board Members is hereby revoked.
C. The resolution comes into force as of the day when it is adopted.

In a secret vote on the resolution, valid votes were cast from 28.189.074 shares, which corresponds to 45.21% of the share capital; there were 28.189.074 valid votes, including 28.189.069 votes “for”, 0 votes “against” and 5 “abstentions”, which resulted in adoption of the resolution.
Magdalena Pasecka – Member of the Management Board
Tomasz Czechowicz – President of the Management Board

Data publikacji raportu: 29/02/2012 00:00