K2 Internet S.A.

At 10 s.m. Clients attended substantive brunch meeting. During the meeting Bartek Załęcki – K2 Strategy Director approached about the use of smart TV technology in marketing.

At 10 a.m. Clients attended substantive brunch meeting. During the meeting Arkadiusz Szulczyński – Creative Director presented projects from 58th Cannes Lions International Advertising Festival.

At 10 a.m. Clients attended substantive brunch meeting. During the meeting Arkadiusz Szulczyński and Maciej Lipiec talked about the latest marketing trends related to Digital out of Home technology.

At the Company’s Ordinary General Shareholders Meeting held on 19 April 2011, the participation of the shareholders owning minimum 5% of the total number of votes in the Meeting was as follows:
1. ARKA BZ WBK AKCJI ŚRODKOWEJ I WSCHODNIEJ EUROPY FIO – 60.000 shares, 60.000 shares carrying voting rights, accounting for 7,08% at the OGSM and 2,96% of the total,
2. LUKAS FUNDUSZ INWESTYCYJNY OTWARTY – 70.000 shares, 70.000 shares carrying voting rights, accounting for 8,26% votes at the OGSM and 3,46% of the total,
3. JANUSZ PRZEMYSŁAW ŻEBROWSKI – 219.280 shares, 219.280 shares carrying voting rights, accounting for 25,86% votes at the OGSM and 10,82% of the total,
4. BMP MEDIA INVESTORS AG & Co KGaA – 366.000 shares, 366.000 shares carrying voting rights, accounting for 43,17% votes at the EGM and 18,07%of the total.
5. TOMASZ TOMCZYK - 87.815 shares, 87.815 shares carrying voting rights, accounting for 10,36% votes at the EGM and 4,33% of the total.

On 19 February 2011, acting pursuant to § 12 section 2 of the Company’s Articles of Association and due to the fact that Mr. Andrzej Sykulski resigned from the position of the Supervisory Board of Members of K2 Internet S.A and in connection with the expiry of the term of office for Mr. Robert Rządca and Mr. Marek Borzestowski which resulted in the need to amend the composition of the Supervisory Board according to § 12 Section 1 of the Company’s Articles of Association, the Ordinary General Meeting of K2 Internet S.A. appointed Mr. Robert Rządca, Mr. Krzysztof Nowiński and Mr. Piotr Zbaraski as Members of the Supervisory Board by adopting Resolutions Nos. 9, 10 and 11.

On 19 April 2010, the Ordinary General Meeting of K2 Internet S.A. adopted a resolution setting forth details of the dividend payment.
The dividend shall be distributed in the global amount of PLN  4.052.000.00, i.e. PLN 2.00 per share.
2.026.000 shares carry the right to the dividend.
The dividend record date has been set for 17 May 2011.
The dividend payment date has been set for 1 June 2011.

The Ordinary General Meeting was convened by the Board of Directors on 19 April 2011 at 11.00 a.m., Warsaw, Puławska Street 182, IO1, 4th floor.

Agenda relating to the Ordinary General Meeting:
1. Opening of the Ordinary General Meeting of Shareholders.
2. Election of a Chairperson of the Shareholders.
3. Acknowledgment of the procedure applied to convene the Meeting and its ability to adopt resolutions.
4. Adoption of the Agenda.
5. Approval of K2 Internet S.A. separate interim Financial Statement for the 12-month period ended 31 December 2010.
6. Approval of K2 Internet S.A. Group consolidated interim Financial Statement for the 12-month period ended 31 December 2010.
7. Approval of the report of the Management Board on the Issuer’s activities in 2010.
8. Approval of the report of the Management Board on the Group’s activities in 2010.
9. Concise evaluation of the Company’s standing presented by the Supervisory Board.
10. Approval of the report of the K2 Internet SA Supervisory Board for 2010 on the evaluation of the report of the Management Board on the Company and K2 Internet Group’s activities in 2010 and the evaluation of Company and K2 Internet Group’s financial statements for the 12-month period ended 31 December 2010 and the proposal of profit distribution and evaluation of the Supervisory Board activities in 2010.
11. Adoption of resolution regarding the profit distribution for the financial year 2010 and relocation of the reserve capital in amount PLN 1.340.074,15 so that it will be distributed among Shareholders.
12. Adoption of resolutions regarding changes in the composition of the Supervisory Board.
13. Acknowledgement of fulfilment of duties by the members of the Company’s Management Board in 2010.
14. Acknowledgement of fulfilment of duties by the members of the Company’s Supervisory Board in 2010.
15. Closing of the Meeting.

At the Company’s Extraordinary General Shareholders Meeting held on 22 February 2011, the participation of the shareholders owning minimum 5% of the total number of votes in the Meeting was as follows:

At 10am, K2 organised a press breakfast for the media representatives connected with the publication of the 2010 financial results of K2 Group. During the event, last-year achievements and business plans for the near future were presented and summarised.

On 22 February 2011, acting pursuant to § 12 section 2 of the Company’s Articles of Association and due to the fact that Mr. Paweł Sanowski resigned from the position of the Supervisory Board of Members of K2 Internet S.A which resulted in the need to amend the composition of the Supervisory Board according to § 12 Section 1 of the Company’s Articles of Association, the Extraordinary General Meeting of K2 Internet S.A. appointed Mr. Maciej Matusiak as Member of the Supervisory Board by adopting Resolution No.3.

The Extraordinary General Meeting was convened by the Board of Directors on 22 February 2011 at 12.30 p.m., Warsaw, Puławska Street 182, IO1, 4th floor.
Agenda relating to the Extraordinary General Meeting:

1. Opening of the Extraordinary General Meeting of Shareholders.
2. Election of a Chairperson of the Shareholders
3. Preparing and signing the notice of attendance followed by acknowledgment of the procedure applied to convene the Meeting and its ability to adopt resolutions.
4. Adoption of the Agenda.
5. Adoption of resolution regarding changes in the composition of the Supervisory Board.
6. Adoption of resolution regarding approving of Remuneration Regulations for Supervisory Board Members.
7. Adoption of resolution regarding changes to the Company’s Articles of Association.
8. Adoption of resolution regarding the authorization of the Company’s Supervisory Board to establish the unified text of the Articles of Association adopted by the Ordinary General Meeting of Shareholders and the Board of Directors.
9. Closing of the Meeting.

The dates of submitting the interim reports in 2011
Consolidated annual report for 2010 – 21 March 2011 
Unitary annual report for 2010 – 21 March 2011
Consolidated quarterly report for Q1 2011 – 16 May 2011 
Consolidated half-year report for first six months of 2011 – 30 August 2011
Consolidated quarterly report for Q3 2011 – 14 November 2011

The Management Board of K2 Internet S.A. announced that on 16 December 2010 it had received an email from Mr. Paweł Sanowski regarding his intention to resign from the position of the Supervisory Board Members of Company.

The Management Board of K2 Internet S.A. informs, that there was a change in the date of the publication of the consolidated quarterly report for the third quarter of 2010 from 10 November 2010 to 14 November 2010.

As of July 23, 2010, and by the decision of the District Court for the capital city of Warsaw, XII KRS Commercial Division, the share capital of the Company amounts to PLN 2,026,000 and is divided into 2,026,000 ordinary shares of par value of PLN 1 each, including:

30 000   Series A bearer shares,
277 530  Series B bearer shares,
870 000  Series C bearer shares,
60 000   Series D bearer shares,
219 537  Series E bearer shares,
92 940   Series F bearer shares,
145 993  Series G bearer shares,
330 000  Series H bearer shares

After the decrease of the Company's share capital the total number of votes amounts to 2,026,000.

On 26 April 2010, the Ordinary General Meeting appointed Mr. Paweł Sanowski and Mr. Andrzej Sykulski as members of the Supervisory Board of K2 Internet SA.

At the Company’s General Shareholders Meeting held on 26 April 2010, the participation of the shareholders owning minimum 5% of the total number of votes in the Meeting was as follows:
1. Michał Lach – 211.241 votes, accounting for 33,50% of the total
2. Janusz Żebrowski – 219.280 votes, accounting for 34,78% of the total
3. Quercus Parasolowy SFIO Subfundusz Quercus Selektywny – 100.000 votes, accounting for 15,87% of the total
4. Quercus Parasolowy SFIO Subfundusz Quercus Agresywny – 49.000 votes, accounting for 7,77% of the total
5. Artur Piątek – 50.958 votes, accounting for 8,08% of the total

Uchwały ZWZA podjęte w dniu 26 kwietnia 2010 r.

Projekty uchwał na ZWZA 26 kwietnia 2010 r.

The Ordinary General Meeting was convened by the Board of Directors on 26 April 2010 at 11.00 a.m.,  Warsaw, Puławska Street 182, 4th floor.
Agenda relating to the Ordinary General Meeting:
1. Opening of the Ordinary General Meeting of Shareholders
2. Election of a Chairperson of the Shareholders Meeting.
3. Acknowledgment of the procedure applied to convene the Meeting and its ability to adopt resolutions.
4. Adoption of the Agenda.
5. Approval of K2 Internet S.A. separate interim Financial Statement for the 12-month period ended 31 December 2009.
6. Approval of K2 Internet S.A. Group consolidated interim Financial Statement for the 12-month period ended 31 December 2009.
7. Approval of the report of the Management Board on the Company’s activities in 2009.
8. Approval of the report of the Management Board on the Group’s activities in 2009.
9.  Concise evaluation of the Company’s standing presented by the Supervisory Board.
10. Approval of the report of the K2 Internet SA Supervisory Board for 2009 on the evaluation of the report of the Management Board on the Company and K2 Internet Group’s activities in 2009, and the evaluation of Company and K2 Internet Group’s financial statements for the 12-month period ended 31 December 2009; and the proposal of profit distribution and evaluation of the Supervisory Board activities in 2009.
11. Adoption of resolution regarding the profit distribution for the financial year 2009.
12. Adoption of resolution regarding changes in the composition of the Supervisory Board.
13. Adoption of resolution regarding changes to the Company’s Articles of Association.
14. Adoption of resolution regarding the authorization of the Company’s Supervisory Board to establish the unified text of the Articles of Association amended in line with the proposal no. 3/3/2010 dated 23 March 2010 and adopted by the Ordinary General Meeting of Shareholders and the Board of Directors.
15. Adoption of resolution regarding changes in the Regulations for the Ordinary General Meeting and accepting the unified text of the Regulations.
16. Acknowledgement of fulfillment of duties by the members of the Company’s Management Board in 2009.
17. Acknowledgement of fulfillment of duties by the members of the Company’s Supervisory Board in 2009.
18. Adoption of a resolution regarding the right of the K2 Internet SA Board of Directors to acquire Company’s own shares in order to be redeemed.
19. Adoption of a resolution regarding Company’s supplementary capital to be used in order to redeem Company’s own shares, based on Art. 363 point 5 of the Commercial Code.
20. Closing of the Meeting.

On March 23, 2010, acting pursuant to Art. 363 § 5 of the Commercial Companies Code and due to the fact that 4,000 own Series G shares of par value of PLN 1 each (registered by  KDPW under code PLK2ITR00010) acquired by the Company in accordance with the employee share scheme on February 28, 2008, were not purchased, the Company’s Board of Directors adopted resolution no. 2/3/2010 on redeeming the fore-mentioned 4,000 own Series G shares, accounting for 4,000 votes at the General Meeting.

On February 28, 2008, the market price paid under the employee share scheme amounted to PLN 1,06, totalling PLN 4,240 in remuneration. The redemption of the shares results from decreasing of shares capital from PLN 2,030,000 to PLN 2,026,000 by the amount equal to the nominal value of redeemed shares, i.e. PLN 4,000, in accordance to resolution no. 3/3/2010 adopted on March 23, 2010.

Pursuant to Art. 457 § 1 point 3 and Art. 457 § 3 of the Commercial Companies Code, the decrease of the Company’s share capital due to the redemption of shares will come into effect without adopting procedure provided by Art 456 of the Commercial Companies Code upon registering by the Registry Court changes to the Company’s Articles of Association adopted on March 23, 2010, by resolution no. 3/3/2010 for the purpose of the share capital adjustment due to the redemption of shares.

At 10am, K2 organised a press breakfast for the media representatives connected with the publication of the 2008 financial results of K2 Group. During the event, last-year achievements and business plans for the near future were presented and summarised.

At 10 a.m. Clients and media representatives attended a substantive brunch meeting, during which K2 experts initiated a discussion on ecomarketing and the importance of recognising trends, as well as their benefits for brands in modern marketing communication.

At 10am a press breakfast with media representatives was held, during which members of the Management Board of K2 Internet S.A. and MDPL sp. z o.o. summed up the achievements of annual business aspects of Audioteka.pl website and presented the growth plans for the next twelve months.

Meeting for media representatives and clients aimed at summarising and presenting the guidelines and results of the most interesting projects of the company carried out in 2009.

At 10.30am a meeting with selected media representatives was held in connection with K2 Group’s investment in Brainshop U-boot company and expanding the company’s competencies by the integrated marketing services.

At 10am another meeting for clients and media representatives in a form of a content-related brunch was held. This time it was devoted to the latest trends on the interactive market: ARG and WOMM. The meeting was also the occasion for an official launch of K2 WOMM Department.

At 10am a meeting for clients and media representatives in a form of a content-related brunch was held, at which K2 experts discussed e-sports, Beyond the Browser phenomenon and Google possibilities.

At the Company’s General Shareholders Meeting held on 11 May 2009, the participation of the shareholders owning minimum 5% of the total number of votes in the Meeting was as follows:
1. Michał Lach – 479.437 votes, accounting for 40,61% of the total
2. bmp Media Investors AG&Co. KGaA - 475.128 votes, accounting for 40,25% of the total
3. Janusz Żebrowski – 205.880 votes, accounting for 17,44% of the total

Uchwały ZWZA K2 Internet S.A. podjęte w dniu 11.05.2009 r.

PDF pt. „Projekty uchwał na ZWZA 11 maja 2009 r.”

At 10am, K2 organised a press breakfast for the media representatives connected with the publication of the 2008 financial results of K2 Group. During the event, last-year achievements and business plans for the near future were presented and summarised.

At 10am, a meeting with media representatives was held in connection with the official opening of System3.pl, a joint initiative of the K2 Internet SA group companies. System3.pl is the first comprehensive Polish technology, which allows to fully service all aspects of the affiliation programme, starting with accepting the affiliates, through creative projects management, and ending with payment settlement.

At 11am a meeting for Clients and media representatives, in the form of a content-related brunch, during which K2 experts discussed on the areas of interactive video and convergence in the media.

At noon, a meeting with selected media representatives took place regarding a special training on managed hosting, followed by a visit to the professional hosting centre.

ACR S.A. (Issuer’s subsidiary) signed the articles of incorporation of a limited liability company under the name of system3.pl Sp. z o. o., with base capital amounting to 50,000.00 PLN. (fifty thousand zlotys). The base capital of system3.pl Sp. z o. o. divides into 1,000 (one thousand) shares having the nominal value of 50.00 zł (fifty zlotys), paid in total by ACR S.A. At the Shareholders’ Meeting each share equals one vote.
The scope of operations of system3.pl Sp. z o.o. includes the cooperation with entities from the financial business as a financial intermediary. system3.pl Sp. z o.o. is a Warsaw-based company.

Acting pursuant to the Company’s Resolution RN no. 5/2/2008 of 5 June 2008, the Board initiated the final phase of negotiations related to the investment in a company whose object of operations is the on-line sales of books in the form of audio recordings (audiobooks). Signing the investment agreement planned for 28 July 2008 took effect and K2 Sp. z o.o. (subsidiary company of the Issuer in 100%) joined, as Partner, the MDPL Sp. z o.o company, taking over 1,000 (one thousand) new shares in
MDPL Sp. z o.o. having the nominal value of 50.00 PLN (fifty zlotys) each in the amount of 50,000 PLN (fifty thousand zlotys)
In the subsequent increases in the capital of MDPL Sp. z o.o., K2 Sp. z o.o., in accordance to the signed agreement, will participate in the way to maintain the shareholders’ structure unchanged.

At 10:00, a press meeting was held in connexion with the official opening for the media representatives of the Audioteka.pl investment – the website retailing books in the form of audio files (audiobooks).

At the Company’s General Shareholders Meeting held on 27 June 2008, the participation of the shareholders owning minimum 5 % of the total number of votes in the Meeting was as follows:
1. Michał Lach – total of 479,437 votes, which was 49.64%
2. bmp AG – total of 466,337 votes, which was 48.28%

On 27 June 2008, OGSM passed Resolution no. 10, based on which Ms. Emilia Gajzler and Mr. Tomasz Magda were dismissed from the functions of members of the Company’s Supervisory Board. By virtue of Resolution no. 11 of OGSM, the new members of the supervisory body are Mr. Marek Borzestowski and Mr. Robert Rządca.

At 15:00 in the Company’s office at Puławska 182 a videoconference linked with 2007 performance presentation took place. The presentation was delivered by the Chairman of the Board Janusz Żebrowski. The investors could follow the course of the conference under a special web address and pose questions.

By virtue of Resolution no. 433/2008 (of 4 June 2008) the WSE Management Board decided to introduce on 6 June 2008 to the exchange trading on the official market in the standard mode the following ordinary bearer shares of the K2 Internet S.A. Company, market by the KDPW S.A. with the code “PLK2ITR00010”, and having the nominal value of 1.00 PLN (one zloty) each:
- 30 000 (thirty thousand) series A shares,
- 277 530 (two hundred seventy-seven thousand five hundred thirty) series B shares,
- 870 000 (eight hundred seventy thousand) series C shares,
- 60 000 (sixty thousand) series D shares,
- 219 537 (two hundred nineteen thousand five hundred thirty-seven) series E shares,
- 92 940 (ninety-two thousand nine hundred forty) series F shares,
- 149 993 (one hundred forty-nine thousand nine hundred ninety-three) series G shares,
- 330 000 (three hundred thirty thousand) series H shares
The Company’s shares began to be listed in the within the continuous trading system under the abbreviated name “K2INTERNT” and code “K2I”
At the same time, by virtue of Resolution no. 434/2008 of 4 June 2008, the WSE Management Board decided to establish 5 June 2008 as the day of the last quotation of 330.000 (three hundred thirty thousand) rights to ordinary bearer series H shares of the K2 Internet S.A. Company having the nominal value of 1.00 PLN (one zloty) each, marked by the National Depository for Securities (KDPW S.A.) with the code “PLK2ITR00028”.

The Management Board of the Company convened the Ordinary General Meeting of Shareholders for 27 June 2008, 16.00, in the Company’s seat at Aleje Solidarności 74A.
The suggested agenda for the meeting presented as follows:
1. Opening of the Ordinary General Meeting (OGSM);
2. Vote to select the Chairman of (OGSM);
3. Verify the rightful convocation of OGSM and its ability to pass resolutions;
4. Pass the agenda for the OGSM;
5. Pass the General Meeting’s rules and regulations;
6. Sign off the Company’s Balance Sheet for 2007;
7. Sign off the Management Board’s 2007 Company Operations Report;
8. The Supervisory Board to present a concise evaluation of the Company’s condition;
9. Sign off the Supervisory Board’s Report on the evaluation of the Company’s Balance Sheet for 2007, the Management Board’s 2007 Company Operations Report and the Board’s motion on division of profit for 2007;
10. Pass the resolution on division of profit for the turnover year 2007;
11. Pass the resolution on changes in the membership of the Company’s Supervisory Board;
12. Pass the resolution on the shares purchased by the Company from Mr. Grzegorz Kurowski and determine the allocation of the shares;
13. Vote for acknowledgement of the fulfilment of duties by members of the Management Board in 2007;
14. Vote for acknowledgement of the fulfilment of duties by members of the Supervisory Board in 2007;
15. Closing of the meeting.

The District Court for the capital city of Warsaw, XII Economic Department of the National Court Register signed off the increase in the authorised capital of K2 Internet S.A. by means of issuing series H shares. The capital amount has been raised from 1,700,000.00 PLN to 2,030,000.00 PLN and is divided into 2,030,000 ordinary bearer shares having the nominal value of 1.00 (one) PLN.

The opening bell rang for the Company on 24 April at 09:30 in the Trading Room of the Warsaw Stock Exchange. The ceremony was followed by a press meeting.

By virtue of Resolution no. 301/2008, the WSE Management Board decided to introduce to the exchange trading on the official market in the standard mode 330,000 rights to series H ordinary bearer shares having the nominal value of 1.00 (one) PLN each, marked by the National Depository for Securities (KDPW S.A.) with the code “PLK2ITR00028”.

The rights to series H ordinary bearer shares of the Company began to be listed within the continuous trading system under the abbreviated name “K2INTERNT-PDA” and code “K2IA”

By virtue of Resolution no. 297/2008 of the Management Board of the Warsaw Stock Exchange (WSE), pursuant to §3 (1) and §14 of the WSE Rules, admitted the exchange trading on the official market of the following Company’s ordinary bearer shares having the nominal value of 1.00 (one) PLN each, including:
- 30,000 series A shares,
- 277,530 series B shares,
- 870,000 series C shares,
- 60,000 series D shares,
- 219,537 series E shares,
- 92,940 series F shares,
- 149,993 series G shares,
- 330,000 series H shares
and 330,000 rights to Company’s series H ordinary bearer shares having the nominal value of
1.00 (one) PLN each.

The dates of submitting the periodic reports in 2008
1. Consolidated annual report for 2007 – 11 June 2008 
2. Unitary annual report for 2007 – 11 June 2008
3. Consolidated quarterly report for Q1 2008 – 15 May 2008 
4. Consolidated quarterly report for Q2 2008 – 13 August 2008 
5. Consolidated quarterly report for Q3 2008 – 14 November 2008 
6. Consolidated half-year report for first six months of 2008 – 29 September 2008

On 15 April 2008, allotment of the Offered Shares was made. The Investors who made the subscription without the Invitations were allotted 63,523 newly issued shares of the Company (series H shares). The Investors who subscribed to the shares in reply to the received Invitations were allotted 258,523 existing shares of the Company (Sold Shares) and 266,477 newly issued shares of the Company (series H shares). The subscriptions made by Investors were not reduced.

On 9–11 April, subscription to the Company’s shares took place.

As a result of completing the book building process, the Management Board of K2 Internet S.A. made the initial allotment of the Offered Shares and decided on passing Invitations to subscribe and make the payment for the Offered Shares to the interested investors.

Between 31 March and 3 April, the Company’s Board went on the Roadshow and dealt with the book building.

Along with the issue prospectus posted on the Company website, the appendices to the prospectus were published.

KNF signed off the issue prospectus in the form of a homogeneous document drawn with regard to the public offering and the application to authorise floating on the regulated market of the A, B, C, D, E, F, G, H shares and the rights to series H shares.

At 12.00PM in Łódź, a press meeting was held with regard to: the opening of the Łódź branch of K2 Internet SA, K2’s taking up the role of a technological partner of the IT Academic Day 2008, undertaking an official cooperation with Grupa.NET operating at the Institute of Mechatronics and IT Systems at the Technical University of Łódź, Faculty of Electrotechnology, Electronics, IT and Automatics (EEIiA).

Due to the public offer and introduction of the shares onto the regulated market, the company submitted an application to the Financial Supervision Authority (KNF) to authorise the issue prospectus. Issuer: bmp Aktiengesellschaft, Michał Lach and Janusz Żebrowski
Investment company (issue agent): PENETRATOR S.A. Brokerage house