General Shareholders Meeting - May 19th 2008

General Shareholders Meeting - May 19th 2008

Dear Shareholders of Impel S.A. ,

You are hereby invited to participate in the Ordinary Annual General Meeting of Impel SA Shareholders, which will be held on May 19th 2008 at 12 a.m. in Wrocław , in at ul. Ślężna 118.

Agenda of the Meeting:
1. Opening of the Annual General Shareholders Meeting and election of the Chairman of the Meeting.
2. Confirmation that the Annual Shareholders Meeting has been duly convened and has the capacity
to adopt resolutions.
3. Approval of the Meeting Agenda.
4. Presentation by the Management Board of the Directors’ Report on the operations of Impel S.A.
and of Impel SA’s financial statements for the year ended December 31st 2007 . 
5. Presentation by the Management Board of the Directors’ Report on the operations of the Impel Group
and of the consolidated financial statements of the Impel Group for the year ended December 31st 2007 . 
6. Presentation of the Supervisory Board’s Report on examination of the Directors’ Report on the
operations of Impel SA and Impel SA’s financial statements for the year ended December 31st 2007 . 
7. Presentation of the Supervisory Board’s Report on examination of Directors’ Report on the operations
of the Impel Group and the consolidated financial statements of the Impel Group for the year ended
December 31 st 2007.
8. Presentation by the Supervisor y Board of its brief assessment of the Company’s standing, including
evaluation of the internal control system and the system for control of the risk relevant to the Company.
9. Presentation by the Supervisory Board of an assessment of its activities.
10. Adoption of resolution on approval of the Directors’ Report on the operations of Impel SA and
Impel SA’s financial statements for the year ended December 31st 2007 . 
11. Adoption of resolution on approval of the Directors’ Report on the operations of the Impel Group
and of the consolidated financial statements of the Impel Group for the year ended December 31st 2007 . 
12. Adoption of a resolution on allocation of the 2007 net result.
13. Adoption of a resolution on approval of performance of duties by the Management Board in 2007.
14. Adoption of a resolution on approval of performance of duties by the Supervisory Board in 2007.
15. Adoption of a resolution on changes in the Company’s Articles of Association.
16. Adoption of a resolution authorizing the Supervisory Board to establish the uniform text of the
Company’s Articles of Association.
17. Adoption of a resolution on changes in the Company’s Supervisory Board.
18. Closing of the Annual General Shareholders Meeting.

Draft resolutions to be voted at the GM are as follows. These draft resolutions were approved by the Company’s Supervisory Board.

As to the draft resolutions on approval of performance of duties by the Supervisory Board in 2007, and changes in the makeup of the Supervisory Board, the Supervisory Board abstained from voting.

Agenda of the Meeting includes:

  • changes in the Company‘s Articles of Association in terms of the number of Members of the Supervisory Board – the proposal involves replacement of the five-person Board with a six to nine-person Board, due to the current risk of obstructing the operation of the Board as a result of resignation of one of its Members.
  • changes in the makeup of the Supervisory Board – due to resignation submitted by Sylwester Cacek on March 20th 2008 , the Supervisory Board must be complemented with one person, to be appointed at the next Ordinary General Meeting.

The Company reports that it was notified by its shareholder Mr. Grzegorz Dzik that Mr. Piotr Urba?czyk was proposed to the position of Member of the Supervisory Board of Impel S.A., pending approval of the Ordinary General Meeting.

Mr Piotr Urba?czyk graduated from the Wroc?aw University of Economics, Organisation and Management Faculty. He completed a banking management course at the Graduate School of Banking in Colorado and a course for members of supervisory boards of companies owned by the State Treasury. He also had abundant training in organisation of trading in American government securities, finance, marketing, currency dealing, and personnel management. In addition, he had a trainee period in commercial bank management at a branch of Bank One in Boulder w Colorado .

Since 2002 Mr Piotr Urba?czyk has been Vice-President of the Management Board of Dominet Bank S.A., heading its Finance Department. His banking career started in 1992 in Bank Zachodni S.A., where he was Treasury Department Manager. In 1998-2000 he was Member of the Management Board of Lukas Bank S.A. At the turn of 2000 and 2001 Mr Urba?czyk was tied with Incom S.A. , an IT company. In 2001 he worked at Cuprum Bank, first as the Management Board’s Proxy for Treasury, and then as Vice-President of the Management Board.

Mr Piotr Urba?czyk has agreed to apply for the position of Member of the Supervisory Board of Impel S.A. As an independent candidate, he submitted a statement on meeting the criteria stipulated in:

- Art. 16.4 of the Company‘s Articles of Association,

- Attachment No. 2 to COMMISSION RECOMMENDATION of February 15 th 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/WE).