RB-2-2010 Execution of The Managerial Option Program
Pursuant to Art. 56, sec. 1 of the Act concerning public tenders, the terms for introducing and trading financial instruments on the stock exchange, as well as public companies, the Management Board of ComArch S.A. announces that pursuant to Art. 431 § 1 and Art. 432 of the Commercial Companies Code, and in relation to Art. 446 of the Commercial Companies Code and Art. 9 sec. 3 of the company’s Statute, as well in execution of Resolution no. 40 of the Ordinary Annual General Shareholders’ Meeting dated 28th of June, 2007, regarding the managerial option program for key employees and according to Resolution no. 1/01/2010 of the Supervisory Board regarding execution of the managerial option program for 2009, the Management Board of ComArch S.A. passed the resolution regarding an increase in share capital by way of emission of 91,041 ordinary bearer series J2 shares, of a nominal value of 1 PLN and issue price of 1 PLN, excluding a stock right of the current company’s shareholders, in addition to changes in the company’s Statute within the abovementioned scope. Shares will be offered to the entitled persons according to the rules of the managerial option program for key employees, passed with Resolution no. 40 of the Ordinary Annual General Shareholders’ Meeting dated 28th of June, 2007.
Due to an increase in the company’s share capital established with the abovementioned, art. 7 sec. 1 of the company’s Statute will be worded as follows:
"The Company’s share capital comes to 8,051,637.00 PLN (in words: eight million fifty-one thousand six hundred thirty-seven) and is divided into 8,051,637.00 PLN (in words: eight million fifty-one thousand six hundred thirty-seven) shares, including: 1,748,400 (one million seven hundred forty-eight thousand four hundred) registered preference shares of nominal value of 1.00 PLN every share and 6,303,237 (six million three hundred three thousand two hundred thirty-seven) ordinary bearer shares of nominal value of 1.00 PLN every share, including:
1) 883,600 series A registered preference shares,
2) 56,400 series A ordinary bearer shares,
3) 883,600 series B registered preference shares,
4) 56,400 series B ordinary bearer shares,
5) 3,008,000 series C ordinary bearer shares,
6) 1,200,000 series D ordinary bearer shares,
7) 638,600 series E ordinary bearer shares,
8) 125,787 series G ordinary bearer shares,
9) 102,708 series G3 ordinary bearer shares,
10) 563,675 series H ordinary bearer shares,
11) 441,826 series I2 ordinary bearer shares,
12) 91,041 series J2 ordinary bearer shares."