RB-14-2020 Registration of Changes in Comarch S.A. Articles of Association

Pursuant to § 5 point 1) of the Regulation issued by the Minister of Finance on the 29th of March, 2018 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, Comarch S.A.’s Management Board announces that received notice, concerning registration on 1st of September, 2020 by the District Court for Kraków-Śródmieście, XI Economic Division of the National Court Register of changes in the Company’s Articles of Association adopted by the General Meeting on the 24th of June, 2020, by resolution no. 30.

1. In Art. 15 of the Articles of Association point 14) was given the following wording:
„14) Passing other resolutions referred to in the Code of Commercial Companies and Partnerships reserved for the exclusive competence of the General Meeting, ”

2. In Art. 15 of the Articles of Association after point 14) points 15) and 16) has been added as follows:
„15) adopting the remuneration policy for members of the Management Board and Supervisory Board,
16) adopting resolutions giving opinions on the remuneration report.”

3. Art. 18 of the Articles of Association was given a new, following wording:
„1. General Shareholders’ Meeting shall appoint from among members of the Supervisory Board the Chairperson, the Vice Chairperson, and also the Secretary of the Supervisory Board, as needed.
2. Resolutions of the Supervisory Board are passed with majority of present votes and in the case of meetings taking place using means of direct remote communication - by a majority of votes attending the meeting. In case of the equal number of votes, the vote of the Chairperson is decisive.
3. Any resolution of the Supervisory Board is passed valid if all members of the Supervisory Board have been invited to its session and more than half of members of the Supervisory Board participate in the session, including the Chairperson or the Vice Chairperson of the Board.
4. Any session of the Supervisory Board may also be held with means of direct remote communication, in particular in the form of teleconference, video conference, using electronic mail, the Internet or other available means of electronic communication. If this is the case, it is assumed that the place of the session and of preparing the minutes is the office of the Company.
5. Resolutions of the Supervisory Board may also be adopted without holding a meeting by voting in writing or using means of direct remote communication.
6. Resolutions adopted at the meeting which takes place in accordance with section 4 or in the manner and in the mode described in section 5 shall be valid if all members of the Supervisory Board have been notified of the content of the draft resolution and at least half of the members of the Supervisory Board, including the Chairman or Vice-Chairman of the Board, took part in adopting the resolution.
7. Members of the Board execute their duties in person.
8. Members of the Supervisory Board may participate in passing resolutions of the Supervisory Board by casting their votes in writing through another member of the Supervisory Board. Casting the vote in writing may not concern matters placed on the agenda at the meeting of the Supervisory Board.
9. Members of the Board are remunerated for their activities following the principles set forth by the General Meeting.
10. Organisation of the Supervisory Board and the procedure for executing its activities are defined by the regulations set forth by the General Meeting.”

4. In art. 19 section 2 of the Articles of Association point 5) was given the following wording:
„5) selecting an audit firm authorized to audit the Company's financial statements,”

5. In art. 19 section 2 of the Articles of Association point 8) was given the following wording:
„8) preparing an annual report on the remuneration of the Company's Management Board and Supervisory Board,”

6. In art. 20 of the Articles of Association, after section 4, new sections 5 and 6 has been added as follows:
„5. The Management Board’s meeting may also be attended by means of direct remote communication.
6. The Management Board may adopt resolutions in writing or by using means of direct remote communication.”

The unified text of Comarch S.A.’s Articles of Association, registered with the decision of the Court of the 1st of September, 2020, is attached.