RB-17-2014 Request from a Shareholder to Include Specific Issues in the Agenda of the Next General Meeting

Pursuant to &38 sec. 1 pt. 4) and 5) of the Regulation issued by the Minister of Finance on the 19th of February, 2009, concerning current and periodical information pertaining to companies traded on the stock exchange and on the conditions for recognizing the equivalence of information required by legal regulations binding in a country which is not a member state, the Management Board of Comarch S.A. announces that it received a request from Mrs. Elżbieta Filipiak, a shareholder of Comarch S.A., to include the following issues in the agenda of the next General Meeting of Comarch S.A.:
“1. Passing a resolution to annul part and to change a resolution no. 36 of the ordinary annual general meeting of the company of the 26th of June, 2013 regarding to the managerial option program.
2. Passing a resolution to grant additional bonuses for members of the company’s Management Board. 
3. Passing a resolution to dismiss a member of the Supervisory Board.
4. Passing a resolution to appoint a member of the Supervisory Board.
5. Passing a resolution to appoint a member of the Supervisory Board.
6. Passing a resolution to change remuneration for members of the company’s Supervisory Board.”
Drafts of the resolutions related to the proposed issues of the agenda were attached to the request and numbered from 1 to 6. Their content was included in the attachment to this report.
According to the request, “The request results from the rights of a shareholder of the company according to the article 401 § 1 of the Code of Commercial Companies and Partnerships, which states that a shareholder holding at least 5% of the share capital is entitled to request to include specific issues in the agenda of the next general meeting.”
The request includes also the following explanation: “In relation to the resolutions on changes in the company’s Supervisory Board, I would like to clarify that in my opinion, they are necessary due to the scope of obligations to be fulfilled by the members of the Supervisory Board and necessity to diversify their competencies.”
With reference to the above-mentioned request, Comarch S.A. presents the new agenda of the Ordinary Annual General Meeting of Comarch S.A. called for the 26th of June, 2014:
I. 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 1.01.2013 - 31.12.2013.
8. Voting on the resolutions on:
1) approving the company’s financial statement for the fiscal year 1.01.2013 - 31.12.2013;
2) approving the report of the Management Board regarding the activities of the company in 2013;
3) approving the consolidated financial statement of the Comarch Group for the fiscal year 1.01.2013 - 31.12.2013
4) approving the report of the Management Board of Comarch S.A. regarding the activities of the Comarch Group in 2013;
5) approving the report of the Board of Supervisors regarding activities of the Board of Supervisors in 2012 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 1.01.2013 - 31.12.2013, 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 1.01.2013 - 31.12.2013;
6) distribution of the company’s net profit for the fiscal year 1.01.2013 - 31.12.2013;
7) distribution of the company’s net profit for the previous years;
8) acknowledging the fulfilment of duties by the members of the Management Board in the fiscal year 1.01.2013 - 31.12.2013;
9) acknowledging the fulfilment of duties by the members of the Board of Supervisors in the fiscal year 1.01.2013 - 31.12.2013;
10) annulment of the part of and changes in a resolution no. 36 of the ordinary annual general meeting of the company of the 26th of June, 2013 regarding to managerial option program,
11) granting additional bonus for members of the company’s Management Board, 
12) dismissal of a member of the Supervisory Board,
13) appointment of a member of the Supervisory Board,
14) appointment of a member of the Supervisory Board,
15) changes in remuneration for members of the company’s Supervisory Board.
9. Closing of the Meeting.

Projects of resolutions (134kB)

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