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 10:00 a.m. on the 26th of June, 2019, at ul. prof. Michała Życzkowskiego 33 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. Presentation of the Chairman of the Supervisory Board of the Company.
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 1.01.2018 - 31.12.2018.
8. Voting on the resolutions on:
1) approving of the Company's financial statements for the financial year 01.01.2018 – 31.12.2018;
2) approving of the Management Board's report on the operations of the Company for the financial year 01.01.2018 – 31.12.2018;
3) approving of the consolidated financial statements of the Comarch Capital Group for the financial year 01.01.2018 – 31.12.2018;
4) approving of the Management Board report on the operations of the Comarch Capital Group for the financial year 01.01.2018 – 31.12.2018;
5) approving of the report of the Board of Supervisors regarding activities of the Board of Supervisors in 2017 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 01.01.2018 – 31.12.2018, 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 01.01.2018 – 31.12.2018;
6) distribution of the company’s net profit for the financial year 01.01.2018 – 31.12.2018;
7) granting discharge to the members of the Management Board of the Company for the performance of their duties in the financial year 01.01.2018 – 31.12.2018;
8) granting a vote of acceptance to the members of the Supervisory Board for the performance of their duties in the financial year 01.01.2018 – 31.12.2018;
9) selection of the Company's Supervisory Board;
10) selection of the Company's Management Board.
9. Closing of the meeting.
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. The right of a shareholder to request placing particular matters on the agenda of the General Meeting
A shareholder or shareholders representing at least 1/20 of the share capital have the right to request that certain matters be placed on the agenda of the General Meeting of the Company. The request should be submitted to the Management Board of the Company not later than 21 days before the set date of the General Meeting. The request should include justification or a draft resolution regarding the proposed item on the agenda. The request may be submitted in writing at the registered office of the Company at ul. prof. Michał Życzkowskiego 23, 31-864 Kraków or sent in electronic form to the Company's e-mail address: wz@comarch.pl
2. The shareholder's right to submit draft resolutions
A shareholder or shareholders of the Company representing at least 1/20 of the share capital may, prior to the date of the General Meeting, submit in writing at the registered office of the Company at ul. prof. Michał Życzkowskiego 23, 31-864 Kraków, or using electronic means of communication, to the e-mail address of the Company: wz@comarch.pl draft resolutions regarding matters added to the agenda of the General Meeting or matters to be included in the agenda. Each shareholder may submit draft resolutions regarding matters included in the agenda during the General Meeting.
3. The manner of exercising the voting right by a proxy
A shareholder may participate in the General Meeting and exercise the right to vote in person or by proxy. The power of attorney to participate in the General Meeting and exercise the voting right should be granted in writing or in electronic form. Granting a power of attorney in electronic form does not require a qualified electronic signature. The shareholder is obliged to notify the Company of granting the power of attorney by sending to the Company's e-mail address: wz@comarch.pl:
- scan of the power of attorney with the signature of the principal;
- information on granting the power of attorney. The information on granting the power of attorney should contain the exact designation of the attorney and principal (name and surname or name, number of the identity document or number of the relevant register, address, telephone number, e-mail address), as well as indicate the full scope of the power of attorney, i.e. indicate the number of shares from which the voting right will be exercised and the date of the General Meeting at which these rights will be exercised.
The Company takes appropriate actions to identify the shareholder and proxy in order to verify the validity of the power of attorney granted in electronic form. The verification may involve a return question in the form of a telephone or an electronic transmission to the shareholder and proxy in order to confirm the fact of granting the power of attorney. The company stipulates that failure to answer the questions asked during the verification process will be treated as the inability to verify the power of attorney and will be the basis for refusing to allow the proxy to participate in the General Meeting. Proxies will be admitted to participate in the General Meeting upon presentation of an identity card and a valid power of attorney granted in writing or in electronic form (in the case of proxy in electronic form, the proxy should present a printout of the power of attorney).
Forms allowing the exercise of voting rights by proxy are available from the date of publication of this announcement on the Company's website at http://www.comarch.pl/relacje-inwestorskie/walne-zgromadzenie-akcjonariuszy/26-czerwca-2019/
4. The possibility and manner of participating in the General Meeting by means of electronic communication
The Company does not provide for the possibility of participating in the General Meeting by means of electronic communication, however, it ensures the transmission of the General Meeting in real time.
5. Method of speaking during the General Meeting using electronic means of communication
The Company does not provide for the possibility of participating in the General Meeting by means of electronic communication, however, it provides two-way communication in real time.
6. The method of exercising the right to vote by correspondence or by means of electronic communication
The Company does not provide for the possibility of postal voting or voting using electronic means of communication.
7. Day of registration of participation in the General Meeting
The day of registration of participation in the General Meeting is June 10, 2019 (hereinafter the "Registration Date").
8. Information on the right to participate in the General Meeting
Only persons who are shareholders of the Company on the Registration Date have the right to participate in the General Meeting. Shareholders entitled under registered shares and temporary certificates, as well as pledgees and users who have the right to vote, have the right to participate in the General Meeting if they are entered in the share register on the Registration Date. A shareholder authorized from dematerialized shares of Bearer Company will have the right to participate in the General Meeting of the Company if:
- on the Registration Day, it will be a shareholder of the Company, i.e. the shares of the Company will be recorded on its securities account;
and
- no sooner than after the announcement of convening the General Meeting and no later than the first weekday after the Registration Day, i.e. no later than on June 11, 2019, they will request a personal certificate confirming the right to participate in the General Meeting in the entity keeping the securities account on which Company shares are registered.
Personal certificate confirming the right to participate in the General Meeting in accordance with art. 406 with index 3 § 3 k.s.h. should contain:
1) the company (name), registered office, address and stamp of the issuer and the number of the certificate,
2) the number of shares,
3) type and code of shares,
4) the company (name), registered office and address of the company that issued the shares,
5) the nominal value of the shares,
6) name and surname or company (name) of the holder of the shares,
7) registered office (place of residence) and address of the holder of the shares,
8) the purpose of issuing the certificate,
9) date and place of issue of the certificate,
10) signature of the person authorized to issue a certificate.
9. List of shareholders
The Company determines the list of shareholders entitled to participate in the General Meeting based on the share register and the list provided by the National Depository for Securities, prepared on the basis of registered certificates issued by entities maintaining securities accounts about the right to participate in the General Meeting. Three working days before the date of the General Meeting, i.e. on June 21, 24 and 25, 2019, at the registered office of the Company at ul. prof. Michał Życzkowskiego 23, 31-864 Krakow, from 10.00 to 15.00 will be available for viewing a list of shareholders entitled to participate in the General Meeting. A shareholder will be able to request sending him a list of shareholders free of charge by e-mail, giving the address to which the list should be sent.
10. Access to documentation
Persons entitled to participate in the General Meeting may obtain the full text of the documentation to be presented at the General Meeting and draft resolutions at the registered office of the Company at prof. Michał Życzkowskiego 23 Str., 31-864 Kraków or on the Company's website: http://www.comarch.pl/relacje-inwestorskie/walne-zgromadzenie-akcjonarii/26-czerwca-2019/
11. Website addresses and e-mail address of the Company
The company will provide all information regarding the General Meeting on the Company's website at www.comarch.pl in the Investor Relations section (General Meeting of Shareholders). Company's e-mail address in matters related to the General Meeting: wz@comarch.pl.
12. Information clause regarding the processing of personal data in connection with the organization and participation in the General Meeting
Based on Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46 / EC (The General Data Protection Regulation - GDPR), hereinafter referred to as "RODO", the Management Board of Comarch SA announces:
The administrator of shareholders 'personal data and shareholders' proxies is Comarch S.A. with headquarters in Krakow, Al. Jana Pawła II 39a, 31-864 Kraków entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court for Kraków - Śródmieście in Kraków, 11th Commercial Division of the National Court Register under the number KRS 0000057567 ("Administrator" or "Company"). The administrator has appointed a Data Protection Officer, which can be contacted at iod@comarch.pl.
In all matters related to the protection of personal data, please contact the following e-mail address: iod@comarch.pl.
For the needs of the organization and participation in the General Meeting, the following personal data of shareholders and shareholders' proxies will be processed:
a) identification data,
b) address data,
c) contact details.
The personal data of shareholders and shareholders' proxies will be processed on the basis of art. 6 par. 1 lit. c) RODO in order to:
1) organization of the General Meeting and enabling participation in the General Meeting, including sharing the list of shareholders with authorized persons, exercising voting rights by authorized persons, as well as for communication with shareholders or shareholders' proxies in connection with the General Meeting in accordance with the provisions of the Code of Commercial Companies .
2) performing information obligations defined by the provisions of the Act of 29.07.2005 on public offer and conditions for introducing financial instruments to organized trading system and on public companies as well as those resulting from the provisions of the Ordinance of the Minister of Finance of 29/03/2018. on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.
To the extent related to pursuing claims by the Company or defending against shareholders' claims filed in connection with convening or holding the General Meeting, personal data will be processed pursuant to art. 6 par. 1 lit. f) RODO, i.e. based on the legitimate interest of protecting the Administrator's rights.
The personal data of the shareholders and shareholders' proxies may be made available by the Company to other shareholders and the Polish Financial Supervision Authority as well as entities cooperating with the Company in connection with the General Meeting, including in particular those providing IT services and legal services for the needs of the General Meeting. Personal data may also be made available to entities and bodies to whom the Data Administrator is obliged or authorized to disclose it on the basis of generally applicable laws.
The personal data of the shareholders and shareholders' proxies will be kept for the period necessary to prepare and conduct the General Meeting by the Company, and after that for the period required by law or the limitation period for claims for the purpose of asserting or defending against any claims that the Company may raise and what may be raised to the Company in connection with the General Meeting.
In connection with the processing of personal data by the Company, data subjects have the right to:
a) access to personal data;
b) correcting personal data;
c) request removal of personal data;
d) limitations on the processing of personal data;
e) to object to the processing of personal data (if the basis for processing is a legitimate interest);
f) file a complaint to the President of the Office for Personal Data Protection, if it is considered that the processing of personal data violates the provisions of the RODO.
The personal data of the shareholders and shareholders' proxies may come from the system of the National Securities Depository of S.A. (KDPW), the share book or directly from the shareholder or proxy or its principal.
The submission of personal data by a shareholder or proxy to the shareholder is necessary in order to verify the eligibility for participation in the General Meeting and for the Company to perform its obligations under the law, i.e., to prepare and forward to the Polish Financial Supervision Authority- PFSA (KNF) or another shareholder a list of persons entitled to participate in the General Meeting.
Personal data of shareholders and proxies will not be processed in an automated manner, with the exception of the introduction of shareholder data to the electronic vote counting system. The personal data of the shareholders and shareholders' proxies will not be subject to profiling or transfer to a third country.