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- total number of the Company’s own shares to be redeemed and cancelled to maximum 25 000 000 shares. By its resolution No. 23 of 28 March 2008 the Ordinary General Meeting of Shareholders authorised the Management Board to redeem and cancel own shares for the maximum period of 3 months commencing on the day of the adoption of the resolution. By the date of the Ordinary General Meeting of Shareholders, the Company had acquired 1 700 000 own shares which accounts for the minor portion of the established limit of 50 000 000. It is the Management Board’s position that the price set at the level of PLN 5 (five) per one share by the General Meeting of Shareholders’ Resolution No 20. of 31 March 2009 makes the delivery of the purchase programme impossible due to increased price of the Company’s shares. The average market price for the period of 3 months (from 23 December 2009 to 23 March 2010) is PLN 9.22. According to the Management Board, prolonging the term of acquisition as well as changing the maximum price up to PLN 12.50 per one share as recommended by the Company’s Management Board shall facilitate delivery of the own shares acquisition programme and therefore prevent the dilution of the Company’s capital. Except for supporting the delivery of the own shares acquisition programme which should improve the Company’s performance indicators assessed by the investors, the recommended changes shall generate additional value to the shareholders. All things considered, the abovementioned amendments act in both the Company’s and the shareholders’ interest. RESOLUTION NO. 23 Pursuant to Art. 362 § 3 of the Code of Commercial Companies and Partnerships, the Ordinary General Meeting of Shareholders resolves upon the following: § 1. 1. In order to secure the Company’s claims towards Mr. Krzysztof Rosiński, the Ordinary General Meeting of Shareholders agrees to establish ordinary and registered pledge on the Company’s own shares owned by Mr. Krzysztof Rosiński (hereinafter referred to as the Company’s Shares) pursuant to the terms and conditions specified herein. 2. Ordinary and registered pledge shall be established on the Company’s shares under the following conditions: - maximum total number of pledged shares in the period of valid authorization shall be 1 000 000 (in words: one million) shares. - ordinary and registered pledge shall be established for the period expiring not later than on 31 December 2012, - ordinary pledge on the Company’s Shares shall be established for the period expiring on the date the registered pledge’s entry in the register of pledges comes into force,
- the Company shall not be satisfied as the Pledgee by taking over the Company’s Shares under terms and conditions specified in the provisions of the Registered Pledge Act, - the shareholder shall be eligible to exercise his rights to vote and to receive dividend from the shares within the period when the Company's Shares are pledged. 3. The Ordinary General Meeting of Shareholders makes the Management Board responsible for and authorised to undertake any factual and legal actions necessary to establish ordinary and registered pledge on the Company’s Shares in compliance with the provisions of this resolution, including conclusion and execution of a pledge agreement or agreements as well as undertaking all necessary actions to establish and execute share lock-up in the stock account. The Management Board shall be entitled to provide specific conditions of establishing ordinary or registered pledge on the Company’s Shares, as authorised by the resolution and as necessary to act under the authorisation granted. § 2. The resolution takes effect on the day of its adoption. Attachment No.1 to the Resolution No. 23 of the Ordinary General Meeting of Shareholders. JUSTIFICATION OF ESTABLISHING PLEDGE ON THE COMPANY’S OWN SHARES The Authorization to establish ordinary and registered pledge on 1 000 000 own shares owned by Mr. Krzysztof Rosiński which he acquired under the Management Share Option Programme delivered in compliance with the Ordinary General Meeting of Shareholders’ resolution No. 20 of 28 March 2008 for the Issuer is aimed to secure Mr. Krzysztof Rosiński's payment of possible contractual penalties under the co-operation agreement concluded by the Parties. Pursuant to Art. 362 § 3 of the Code of Commercial Companies and Partnerships, establishment of pledge on company's own shares requires the approval of the general meeting of shareholders. The Issuer provided the information of limits imposed on Mr. Krzysztof Rosiński’s ability to dispose of the Issuer’s 1 000 000 shares in the Current Report No. 64/2009 of 21 December 2009.
Page 1 and 2: DRAFT RESOLUTIONS TO BE CONSIDERED
Page 3 and 4: Association, having examined the Ma
Page 5 and 6: Grant a vote of acceptance to Mr. K
Page 7 and 8: RESOLUTION NO. 15 Pursuant to the A
Page 9 and 10: 7) Other information technology and
Page 11: Pursuant to Art. 362 § 1 (5) of th

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