• RB-3-2014 Resolution of the Management Board on an Increase in the Share Capital through Issuance of Series K3 Shares and Changes in the Company’s Articles of Association

RB-3-2014 Resolution of the Management Board on an Increase in the Share Capital through Issuance of Series K3 Shares and Changes in the Company’s Articles of Association

Pursuant to § 38, sec. 1, point 2 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. announced that pursuant to Art. 430-433, 444, 446 and 447 of the Code of Commercial Companies and Partnerships, and article 9 sec. 3-7 of the company’s articles of association, in execution of the Resolution no. 23 of the Annual General Meeting dated 28th of June, 2010, regarding the managerial option program for key employees and according to the Resolution no. 2/01/2014 of the Supervisory Board regarding execution of the managerial option program for 2013 and rules for issuance of series K3 shares, passed the resolution no. 1 dated the 20th of January, 2014, regarding an increase in the share capital by way of emission of 73,953 (in writing: seventy-three thousand nine hundred fifty-three) ordinary bearer series K3 shares, of nominal value of PLN 1 (in writing: one zloty) each and issue price of PLN 1 (in writing: one zloty), excluding a stock right of the current company’s shareholders, in addition to changes in the company’s articles of association within the scope.
Due to the increase in the company’s share capital established with the abovementioned resolution, art. 7 sec. 1 of the company’s articles of association: “The Company’s share capital comes to PLN 8,051,637.00  (in writing: eight million fifty-one thousand six hundred thirty-seven) and is divided into 8,051,637.00 (in writing: 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 PLN 1.00 every share and 6,303,237 (six million three hundred three thousand two hundred thirty-seven) ordinary bearer  shares of nominal value of PLN 1.00 every share, including:

1) 864,800 series A registered preference shares,
2) 75,200 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."

will be worded as follows: "The Company’s share capital comes to PLN 8,125,590.00 (in writing: eight million one hundred twenty-five thousand five hundred ninety) and is divided into PLN 8,125,590.00 (in writing: eight million one hundred twenty-five thousand five hundred ninety) shares, including: 1,748,400 (one million seven hundred forty-eight thousand four hundred) registered preference shares of nominal value of PLN 1.00 (in writing: one zloty) every share and 6,377,190 (six million three hundred seventy-seven hundred one hundred ninety) ordinary bearer shares of nominal value of PLN 1.00 every share, including:
1) 864,800 series A registered preference shares,
2) 75,200 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,
13) 73,953 series K3 ordinary bearer shares."

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