The Management Board of Zelmer S.A. ("the Company"), satisfying the Good Practice Principles 2008, part 2, No. 1, item 12, would like to advise that on 12 July 2006 the Ordinary General Assembly of Shareholders, appreciating the motivational power of the opportunity to acquire the Company's shares by its senior staff and key employees, adopted a resolution on the implementation of the Management Share Option Scheme ("the Scheme"). The Scheme provides for the Eligible Individuals to acquire or subscribe for the Company's shares.

The Scheme aims to increase the value of the Company through the growth of repeatable economic results and the growth of the value of the Company's shares.
The Scheme is addressed not only to Board Members but also key managerial staff of the Company, its subsidiary and associate companies. The total number of the Eligible Individuals covered by the Scheme may not exceed 99.

The maximum number of share options offered under the Scheme is 750,000, of which 400,000 constitute the "Management Pool" and will be divided among the Board Members, whereas 350,000 share options belong to the "Additional Pool" to be shared among the key employees of the Company and its subsidiaries. The share option pool is divided into 3 tranches (each comprising one third of the total number of share options) awarded over the period from 2007 to 2009. The allocation of each of the tranches is effected after the general assembly has approved the financial statement for the previous financial year.

The prerequisites for the allocation of the share options are:

• The Eligible Individual (participant of the Scheme) must remain in an employment relationship or other similar legal relationship with the Company or its subsidiary for 6 months before the date of dividing the share option pool for the given year.
• The condition for the allocation of 70% share options from the tranche is that the Company meets the criterion of consolidated growth and the fully diluted earnings per share (EPS), confirmed by an auditor, in relation to the previous year: by 25% in 2006 and by 20% in each of the two years when the Scheme is in operation. When calculating the fully diluted EPS, the costs of introducing the Scheme are not taken into account.
• The allocation of 30% share options from the tranche is subject to the Total Shareholder Return index reaching a level that is at least equal or higher than the dynamics of WIG index measured in Q1 of the year in which the share options are divided as compared to Q1 of the previous year (in the case of the first allocation of share options it is Q1 ‘07 vs. Q1 ‘06). Total Shareholder Return is defined as an arithmetic average of closing prices of Zelmer S.A.'s shares on the Warsaw Stock Exchange in Q1 of the year in which the share options are allocated, increased by dividends paid from the end of comparable Q1 of the previous year till the end of Q1 of the year when the share options are divided.

In 2007, having satisfied all the requirements necessary for the award of share options, the Supervisory Board in its Resolution No. 31/III/07 dated 29 June 2007, decided that the Board Members and key managers (a total of 31 individuals) of the Company and its subsidiaries be granted the first tranche of share options from the Management Pool and the Additional Pool in the total number of 249,996.

Moreover, in the same year, the Company signed an agency-trust agreement with Dom Inwestycyjny [brokerage house] of BRE Bank S.A. in Warsaw in connection with the issue of A-series bonds.