Pursuant to art. 395, art. 399 § 1, art. 402 index 1 and art. 402 index 2 of the Code of Commercial Companies and Partnerships (“KSH”) and pursuant to § 14 of the company’s Articles of Association, the Management Board of Comarch S.A., the company with its registered office in Krakow, Al. Jana Pawła II 39A and registered with KRS 0000057567 in the National Court Register managed by the District Court for Krakow Śródmieście in Krakow, the Eleventh Economic Division of the National Court Register, hereby convenes the Annual General Shareholders Meeting of Comarch S.A., to be held at 11:00 a.m. on the 27th of June, 2017, at ul. prof. Michała Życzkowskiego 23 (formerly Al. 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. Election of the Returns Committee.
4. Voting on agenda of the Meeting.
5. Speech of the Chairman of the company’s Board of Supervisors.
6. Speech of the President of the company’s Management Board.
7. Consideration of the reports of the company’s authorities and the company’s financial statement and the consolidated financial statement for the fiscal year 1.01.2016 - 31.12.2016.
8. Voting on the resolutions on:
1) approving the company’s financial statement for the fiscal year 1.01.2016 - 31.12.2016;
2) approving the report of the Management Board regarding the activities of the company in 2016;
3) approving the consolidated financial statement of the Comarch Group for the fiscal year 1.01.2016 - 31.12.2016;
4) approving the report of the Management Board of Comarch S.A. regarding the activities of the Comarch Group in 2016;
5) approving the report of the Board of Supervisors regarding activities of the Board of Supervisors in 2016 and regarding assessment of the company’s situation, the report regarding the audit of the company’s financial statement and of the Management Board’s report regarding Comarch S.A.’s activities for the fiscal year 1.01.2016 - 31.12.2016, the report regarding the audit of the Capital Group’s consolidated financial statement and of the Management Board’s report regarding Comarch Capital Group’s activities for the fiscal year 1.01.2016 - 31.12.2016;
6) distribution of the company’s net profit for the fiscal year 1.01.2016 - 31.12.2016;
7) acknowledging the fulfilment of duties by the members of the Management Board in the fiscal year 1.01.2016 - 31.12.2016;
8) acknowledging the fulfilment of duties by the members of the Board of Supervisors in the fiscal year 1.01.2016 - 31.12.2016;
9) changes in the Rules for the Board of Supervisors;
10) changes in the company’s articles of association.
9. Closing of the Meeting.
I. Pursuant to art. 402 § 2 of the KSH, the company hereby proposes the following changes to the company’s articles of association:
1. In art. 8 sec. 4 lit. c) the period at the end is replaced by a comma.
2. In art. 8 sec. 4, a new letter d) is added:
„d) disposal for the benefit of a legal person or non-corporate organizational unit of Polish or foreign law, including in particular, for the benefit of quasi-corporate unit of Polish or foreign law (“Structure”) controlled, within the meaning of art. 8 sec 5 of the company’s articles of association, only by a shareholder who contributes (disposes) registered preference shares to the Structure (“Contributing Shareholder”) or (jointly) controlled only by the Contributing Shareholder’s relatives in the ascending and descending line, siblings or spouse, or (jointly) controlled by some or all of the persons mentioned above (”Related Person or Related Persons”) and the Contributing Shareholder jointly (“Controlled Structure”) and disposal by the one Controlled Structure of the registered preference shares for the benefit of the other Controlled Structure.”
3. In art. 8, a new sections 5 and 6 are added:
„5. A Structure is the Controlled Structure in cases where:
a) the Contributing Shareholder and/or Related Person or Related Persons hold(s), directly or indirectly, majority of votes at the meeting of members, shareholders, members of cooperatives or similar ownership structure of the Structure that is a legal person. At the same time, pursuant to relevant provisions of the law or provision of the company’s articles of association or articles of partnership, cooperative and other similar legal person, which is the Structure, the Contributing Shareholder and/or Related Person or Related Persons is (are) entitled to appointing and dismissing more than half of the members of the Structure’s managing authority (Management Board, Administrative Board etc.) and more than half of the members of the supervisory authority and/or committee authority (audit committee), or the Contributing Shareholder and/or Related Person or Related Persons is (are) entitled to appointing and dismissing more than half of the members of the one-tier collegiate authority, both managing and supervisory, if it functions in the Structure;
or
b) the Contributing Shareholder and/or Related Person or Related Persons are, directly or indirectly, the only partners in a registered partnership, the only general partners or they constitute, according to criteria of voting rights, the major part of limited partners or shareholders in the partnership constituting the Structure. However, when the Contributing Shareholder and/or Related Person or Related Persons are limited partners or shareholders, the Structure will be the Controlled Structure only if the Contributing Shareholder and/or Related Person or Related Persons is a limited partner or only if a company or companies, which was fully dependent on the Contributing Shareholder and/or Related Person or Related Persons are the only limited partner.
6. In the case where the Structure will cease to meet the criteria of being the Controlled Structure, specific rights for voting in the General Meeting will expire with respect to the registered preferential shares are in the possession of the Structure from the day of losing sole (joint) control of the Structure by a person mentioned in sec 4 lit d) .”
4. The current sec. 5 in art. 8 shall be numbered „7”.
5. In article 8 a new section 8 is added:
„Provisions of section 7 do not apply in the case of disposal (contributing, acquiring as a result of succession) registered preferential shares in situations referred to in art. 8 sec. 4 from lit. a) to d).”
II. Pursuant to art. 402 index 2 of the Code of Commercial Companies and Partnerships, the company’s Management Board hereby 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 office at Al. Jana Pawła II 39a, 31-864 Kraków or sent in electronic form to the following e-mail address: wz@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: wz@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 wz@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 agent should show the printed power of attorney).
Forms allowing for exercising the right to vote by the agent are available from the day of publication of this announcement on the company’s website http://www.comarch.pl/relacje-inwestorskie/walne-zgromadzenie-akcjonariuszy/27-czerwca-2017 (http://www.comarch.com/investors/general-shareholders-meeting/27-June-2017)
4. The possibility and the method of participating in the General Meeting using means of electronic communication
The company does not provide for the possibility of participating in the General Meeting using means of electronic communication, however enables on-line broadcasts of General Meetings over the Internet.
5. The method of giving one's opinion during the General Meeting using means of electronic communication
The company does not provide for the possibility of participating in the general meeting using means of electronic communication, however enables on-line communication.
6. The method of exercising a voting right in 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
11th of June, 2017 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 authorized 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 authorized from a dematerialized 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 29th of May, 2017 and no later than on the first weekday after the Registration Date, i.e. no later than on the 12th of June, 2017, 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. 406 index 3 § 3 of the Code for Commercial Companies and Partnerships, 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) authorized from the shares
7) registered seat (place of residence) and address of the entity authorized from the shares
8) purpose of issuing the certificate
9) date and place of issuing the certificate
10) signature of the person authorized to issue the certificate.
9. 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 22nd, 23th and 26th of June, 2017, 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 office 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.
10. 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/27-czerwca-2017 (http://www.comarch.com/investors/general-shareholders-meeting/27-June-2017)
11. 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 (www.comarch.com) in the section ‘Relacje Inwestorskie’ (‘Investors’) (‘Walne Zgromadzenie Akcjonariuszy’) (‘General Meeting of Shareholders’). The company’s e-mail address concerning the General Meeting: wz@comarch.pl.