Pursuant to art. 398, art. 399 § 1, art. 4021 and art. 4022 of the Commercial Companies Code (“KSH”) and pursuant to § 14 of the company’s statute, the Management Board of ComArch S.A., the company with its registered seat in Krakow and registered with KRS 0000057567 in the National Court Register managed by the District Court for Krakow Śródmieście in Krakow, XI Economic Division of the District Court for Krakow Śródmieście in Krakow, XI Economic Division of the National Court Register, hereby convenes the Annual General Shareholders Meeting of ComArch S.A., to be held at 10:00 on the 28th of June, 2010, at Aleja Jana Pawła II 41e in Krakow, Poland.
The agenda of the Meeting:
1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.
3. Stating the correctness of convening a meeting and its abilities to pass resolutions.
4. Election of the Returns Committee.
5. Voting on agenda of the Meeting.
6. Speech of the Chairman of the company’s Board of Supervisors
7. Speech of the President of the company’s Management Board.
8. Consideration of the report of the company’s authorities and the company’s financial statement and the consolidated financial statement for the fiscal year 1.01.2009 - 31.12.2009.
8a. Explanation of the ComArch S.A. Management Board in relation to an increase in the share capital of ComArch AG dated the 24th of March, 2010.
9. Voting on the resolutions on:
1) approving the company’s financial statement for the fiscal year 1.01.2009 - 31.12.2009;
2) approving the report of the Management Board regarding the activities of the company in 2009;
3) approving the consolidated financial statement of the Comarch Group for the fiscal year 1.01.2009 - 31.12.2009
4) approving the report of the Management Board of ComArch S.A. regarding the activities of the Comarch Group in 2009;
5) approving the activity report of the company’s Board of Supervisors for the fiscal year 1.01.2009 - 31.12.2009 including the company’s situation;
6) distribution of the company’s net profit for the fiscal year 1.01.2009 - 31.12.2009;
7) acknowledging the fulfilment of duties by the members of the Management Board in the fiscal year 1.01.2009 - 31.12.2009;
8) acknowledging the fulfilment of duties by the members of the Board of Supervisors in the fiscal year 1.01.2009 - 31.12.2009;
9) passing a managerial option programme for members of the Management Board and key employees in the company over 2011-2013;
10) election of the Supervisory Board’s members;
11) election of the Management Board’s members;
12) changes in the company’s Statute;
13) passing the “Rules for the General ComArch S.A. Shareholders’ Meetings”.
10. Closing of the Meeting.
II. Pursuant to art. 402 § 2 of the Commercial Companies Code, the company herby proposes the following changes to the company’s statute:
1. previous article 1 section 1 and 2 of the company’s statute:
“1. The Company operates under the company name of Comarch Spółka Akcyjna.
2. The Company may use an abbreviated name with the following wording: ComArch S.A.”
The proposed wording is:
“1. The Company operates under the Company name of ComArch Spółka Akcyjna.
2. The Company may use an abbreviated name with the following wording: Comarch S.A.”
2. in article 4 after pt 47) we propose to add new points 48) – 52):
“48) execution of building projects associated with raising buildings (41.10.Z PKD),
49) construction activities associated with raising residential and non-residential buildings (41.20.Z PKD),
50) activities associated with construction of telecommunications lines and electrical power engineering (42.22.Z),
51) activities associated with the construction of remaining objects of civil and water engineering (42.9 PKD),
52) construction of electric and water-sewer installations, as well as remaining construction installations (43.2. PKD).”
3. previous article 9 section 3 of the company’s statute:
“3. In the period by 27 June 2010, the Management Board is authorised to increase the share capital by the amount of 1,100,000.00 PLN (in words: one million one hundred thousand) (the target capital).
The proposed wording is:
“3. In the period by 27 June 2013, the Management Board is authorised to increase the share capital by the amount of 1,000,000.00 PLN (in words: one million) (the target capital).
4. previous article 14 of the company’s statute:
“1. There are ordinary and extraordinary General Meetings.
2. The Management Board convenes the Ordinary General Meeting by the end of every June at the latest.
3. The Management Board of the Company convenes the Extraordinary General Meeting on its own initiative or on a written application of the Supervisory Board or on the application of a shareholder or shareholder representing at least 1/10 part of the share capital.
4. The Supervisory Board convenes the General Meeting:
1) In case when the Management Board did not convene the Ordinary General Meeting within the period set forth in the law,
2) If, despite the filed application referred to in the agreement in Para 3, the Management Board of the Company did not convene the Extraordinary General Meeting within 2 weeks of the date of filing the application by the Supervisory Board.
5. A shareholder or shareholders representing at least 1/10 part of the share capital may demand including specific issues in the agenda of the nearest General Meeting. Such a demand shall be filed with the Management Board in writing one month before the proposed date of the General Meeting at the latest.
6. Meeting are held in the office of the Company.”
The proposed wording is:
1. There are ordinary and extraordinary General Meetings.
2. The Management Board convenes the Ordinary General Meeting. The Supervisory Board may convene the Ordinary General Meeting if the Management Board of the Company does not convene it in the time specified in this part or in the Statute. It may also convene the Extraordinary General Meeting if in the opinion of the Supervisory Board it is recommended.
3. The Extraordinary General Meeting may be convened by:
1) Management Board of the Company - on its own initiative
2) Management Board of the Company - on a written or electronic application of a shareholder or shareholders representing at least a 1/20 portion of the share capital.
3) Shareholders representing at least ½ of the share capital or at least ½ of the total number of votes in the company.
4. A shareholder or shareholders representing at least a 1/20 portion of the share capital may demand the inclusion of specific issues in the agenda of the nearest General Meeting. Such a demand, with its justification or project of a resolution related to the proposed agenda point, shall be filed with the Management Board no later than twenty one days before the proposed date of the General Meeting. It shall be filed in writing or sent in electronic form to the e-mail address specified in section 7. The Management Board is required to announce changes in the General Meeting’s agenda which were introduced upon shareholders’ demand, immediately but not later than eighteen days before the proposed date of the General Meeting.
5. The General Meeting of the Company is convened by an announcement on the Company’s website and by way of current reports specified for publishing, pursuant to the rules for public tenders, the terms for introducing and trading financial instruments on the stock exchange, as well as public companies, twenty-six days before the proposed date of the General Meeting at the latest.
6. The announcement of the General Meeting includes:
a) the website address, where all information related to the General Meeting will be published
b) the specific address which shall be used in relation to the Company’s General Meeting
7. A shareholder or shareholders representing at least a 1/20 portion of the share capital may report to the Company, before the nearest General Meeting, in writing or sent in electronic form, projects of resolutions related to issues already on the agenda of the Meeting or issues which shall be introduced to the Meeting agenda.
8. Meetings are held in the office of the Company.
9. Participation in the General Meeting is also possible via electronic means of communication, i.e. Internet, unless art. 4065 of the Commercial Companies Code.”
III. Pursuant to art. 4022 of the Commercial Companies Code, the Company’s Management Board herby presents information on participation in the company’s General Meeting:
1. Shareholder’s right to demand the inclusion of specific issues in the agenda of the nearest General Meeting.
A shareholder or shareholders representing at least a 1/20 portion of the share capital may demand the inclusion of specific issues in the agenda of the General Meeting. Such a demand should be filed with the Management Board twenty one days before the proposed date of the General Meeting at the latest. It should include justification or project of resolution related to the proposed point in the Meeting agenda. It may be filed in writing at the company’s seat at Al. Jana Pawła II 39a, 31-864 Kraków or sent in electronic form to the following e-mail address: WalneZgromadzenie@comarch.pl.
2. A shareholder’s right to introduce projects of resolutions
A shareholder or shareholders representing at least a 1/20 portion of the share capital may report, in writing at the company’s seat at Al. Jana Pawła II 39a, 31-864 Kraków or send in electronic form to the e-mail address: WalneZgromadzenie@comarch.pl, projects of resolutions related to issues already in the Meeting agenda or issues which shall be introduced to the Meeting agenda. At the General Meeting each shareholder may propose projects of resolutions related to the issues already in the agenda of the Meeting.
3. Method of exercising the right to vote by proxy
A shareholder may participate in the General Meeting and exercise voting right personally or by proxy.
Power of attorney to participate in the General Meeting and to exercise a voting right should be granted in writing or in electronic form. Power of attorney in electronic form does not require safe electronic signature verified with the valid classified certificate. The shareholder is obliged to notify the company about granting the power of attorney by sending an e-mail to WalneZgromadzenie@comarch.pl including the following:
- scan of the power of attorney with the signature of the principal.
- information about authorization.
Information about authorization should contain an accurate designation of the proxy and the principal (name and the surname or the name, the number of the identity card or the number of the relevant register, address, phone and electronic mail address), as well as to indicate the scope of the power of attorney, i.e. to indicate the number of shares for which the right to vote will be exercised and the date of the general meeting, for which these entitlements will be exercised.
The company takes proper action in verifying the identification of the shareholder and the attorney for the purpose of verifying and validating the power of attorney granted in electronic form. Verification can rely on a reflexive question in telephonic or electronic form to the shareholder and the proxy in order to confirm the fact of the authorization. The company warns that a lack of reply to questions asked during the verification will be treated as an inability to verify the authorization of a proxy and will constitute a base for a refusal for admission of the proxy in the participation at the General Meeting. Proxies will be admitted for participation in the General Meeting after showing their ID card and a valid power of attorney issued in writing or in electronic form (in case of power of attorney in the electronic form the proxy should show the printed power of attorney).
Forms allowing for exercising the right to vote by the proxy are available from the day of publication of this announcement on the company’s website http://www.comarch.pl/relacje_inwestorskie/walne_zgromadzenie_akcjonariuszy/2010_06_28
4. The possibility and the method of participating in the General Meeting using means of electronic communication
The company’s current Statute does not provide for the possibility of participating in the General Meeting using means of electronic communication.
5. The method of giving one's opinion during the General Meeting using means of electronic communication
The company’s current Statute does not provide for the possibility of participating in the general meeting using means of electronic communication.
6. The method of exercising a voting right by correspondence or by using means of electronic communication
The company does not provide the possibility of voting by correspondence or voting using means of electronic communication.
7. Date of registration for participation in the General Meeting
12th of June, 2010 is the date of registration for participation in the General Meeting ("Registration Date").
8. Information about the right to participate in the General Meeting
Only persons who are company shareholders on the Registration Date have a right to participate in the General Meeting. Shareholders authorised from registered shares and temporary certificates, as well as pledgees and users who are entitled to a right to vote, have a right to participate in the General Meeting, if they are recorded in the joint-stock book on the Registration Date. A shareholder authorised from a dematerialised company’s bearers’ shares will have the right to participate in the General Meeting of the company, if:
- as of the Registration Date, they are a shareholder of the company, i.e. the company’s shares are inscribed in their securities account; and
- no earlier than after the 1st of June, 2010 and no later than on the first weekday after the Registration Date, i.e. no later than on the 14th of June, 2010, demand to the entity keeping the securities account, where the company’s shares are inscribed, for issuance of a personal certificate for the right to participate in the General Meeting. According to art. 4063 § 3 of the Commercial Companies Code, the personal certificate on the right to participate in the General Meeting should include:
1) company (name), registered seat, address, seal, and number of the certificate
2) number of shares
3) the type and the code of the shares
4) company (name), registered seat and address of the company which issued the shares,
5) nominal value of the shares
6) name and the surname or the company (name) authorised from the shares
7) registered seat (place of residence) and address of the entity authorised from the shares
8) purpose of issuing the certificate
9) date and place of issuing the certificate
10) signature of the person authorised to issue the certificate
8. List of shareholders
The company establishes a list of shareholders entitled to participate in the General Meeting on the base of a list handed over by the National Deposit for Securities, but prepared on the basis of personal certificates for the right to participate in the General Meeting issued by the entities maintaining their securities accounts. Three weekdays before the date of the General Meeting i.e. from the 23rd to 24th of June, 2010, from 10.00 a.m. to 3.00 p.m., the list of shareholders entitled to participate the General Meeting will be open in the company’s registered seat at Al. Jana Pawła II 39a, 31-864 Kraków. A shareholder will be able to demand that the list of shareholders be emailed to them free of charge by providing the address where the list should be sent.
9. Access to documentation
Persons entitled to participate in the General Meeting can obtain the unabridged text of documentation which is supposed to be introduced in the General Meeting, and drafts of resolutions from the registered seat of the company at Al. Jana Pawła II 39a, 31-864 Kraków or on the company’s website http://www.comarch.pl/relacje_inwestorskie/walne_zgromadzenie_akcjonariuszy/2010_06_28
10. The company’s website and e-mail address
The company will be making available all information concerning the General Meeting on its website at the www.comarch.pl in the section ‘Investor Relations’ (‘General Meeting of Shareholders’). The company’s e-mail address concerning the General Meeting: WalneZgromadzenie@comarch.pl