The Company adopted a three-year Incentive Scheme for the management staff and key employees of Impel SA and the members of the Management boards, management personnel, and key employees of Impel SA companies. The Scheme involved issuing up to 500,000 unsecured and zero-coupon series ordinary bearer bonds. Each bond conferred the right to subscribe for and acquire Series F ordinary bearer shares before the company’s shareholders.

The Scheme was designed to create incentive for eligible participants.

Principles of operation and execution of the Scheme were included in the Incentive Scheme Rules. Under their provisions, the Supervisory Board of Impel SA by way of an annual resolution established or introduced changes in the make-up of persons eligible to participate in the Scheme, as recommended by the Management Board of the Company.

The entitled persons participating in the scheme had the pre-emptive right, before other shareholders of the company, to subscribe for and acquire Series F ordinary bearer shares for the price of PLN 13 per share. Each bond carried the right to subscribe for and acquire one share. The right expires on April 23rd 2009, i.e. the last day of the 54th month following the issue of the bonds.

Since conditions relating to growth in the market price of the Company shares were not fulfilled, no Incentive Scheme participant was granted rights to acquire the bonds in the first year of the Scheme. In the second year i.e. 2005 of the Incentive Scheme the rights were granted to acquire 150,000 bonds. In the last year (i.e. 2006) of the three-year Incentive Scheme, the rights were granted to acquire 193,666 ordinary bearer Series A bonds with a par value of PLN 0.10 per bond (145,333 bonds from the basic pool, and 48,333 bonds from the additional pool), with the pre-emptive right to acquire 193,666 Series F ordinary bearer shares of Impel S.A.

CA IB Securities SA acts as the trustee of the bonds.