Of the Extraordinary General Meeting

Resolution No. 31/2014

of the Extraordinary General Meeting

of LSI SOFTWARE S.A.

on the election of a Chairperson of the General Meeting

Par. 1

Acting under Art. 409.1 of the Commercial Companies Code, the Extraordinary General Meeting of LSI Software S.A. hereby resolves to appoint Mr./Mrs. ______as a Chairperson of the General Meeting.

Par. 2

The Resolution shall come into force on the day of its adoption

Resolution No. 32/2014

of the Extraordinary General Meeting

of LSI SOFTWARE S.A.

on the adoption of the Agenda

Par. 1

The General Meeting of LSI Software S.A. hereby resolves to adopt the Agenda of the Extraordinary General Meeting of the Company in the following wording published on the Company’s website and via ESPI System (Electronic System for Disclosure of Information) on 25November 2014 in accordance with Art. 401.1 and Art. 401.2 of the Commercial Companies Code:

Opening of the Extraordinary General Meeting.
Election of the Chairman of the Extraordinary General Meeting.
Statement that the Extraordinary General Meeting has been properly convened and is able to adopt resolutions.
Approval of the EGM Agenda.
Appointment of the Vote-Counting Commission.
Adoption of the Resolution on the share capital increase with the exclusion of pre-emptive rights of existing shareholders and on on the amendments to the Company’s Articles of Association.
Adoption of the Resolution on other amendments to the Company’s Articles of Association.
Adoption of the Resolution on the acceptance of the uniform text of the Articles of Association.
Adoption of the Resolution regarding the changes to the composition of the Supervisory Board.
Adoption of the Resolution regarding the changes to the composition of the Management Board.
Closing the Extraordinary General Meeting.

Par. 2

The Resolution shall come into force on the day of its adoption

Resolution No. 33/2014

of the Extraordinary General Meeting

of LSI SOFTWARE S.A.

on the appointment of members of the

Vote Counting Committee of the Extraordinary General Meeting

Par. 1

The General Meeting of LSI Software S.A. hereby resolves to appoint the following persons to the composition of the Vote Counting Committee:

1. ______

2. ______

Par. 2

The Resolution shall come into force on the day of its adoption.

Resolution No. 34/2014

of the Extraordinary General Meeting

of LSI SOFTWARE S.A.

on increasing the share capital through the issuance of H-series shares, exclusion ofpre-emptive rights of existing shareholders, amendments to the Articles of Association and on the dematerialization of H-series shares subscribed for within the share capital increase

In accordance with Art. 430, Art. 431.1, 431.2.1, Art. 432, Art. 433.2 and Art. 310.2 read with Art. 431.7 of the Commercial Companies Code as well as in line with Art. 5 of the Act of 29 July 2005 on trading in financial instruments (uniform text: Journal of Laws of 2010, no 211, item 1384 as amended), the Extraordinary General Meeting of LSI Software S.A. with its registered office in Łódź hereby resolves as follows:

Par. 1

1. The share capital of the Company shall be increased from the amount of PLN 3,260,762 (three million two hundred sixty thousand seven hundred sixty two zloty) to PLN 5,075,046 (five million seventy five thousand forty six zloty), that is by the amount of PLN 1,814,644 (one million eight hundred fourteen thousand six hundred forty four).

2. The share capital increase as referred to in Point 1 above, shall be executed through the issue of 1,814,644 (one million eight hundred fourteen thousand six hundred forty four) new bearer ordinary H-series shares of nominal value PLN 1,00 (one zloty) each, excluding pre-emptive rights of the existing shareholders, hereinafter “H-series shares”.

3. The issue price per one H-series share shall be determined at PLN 8,36 (eight zloty thirty six grosz).

4. H-series shares will be paid up with cash contributionexclusively before submitting an application to the registration court for an entry of the share capital increase.

5. H-series shares will participate in the dividend starting from the date of an entry of the share capital increase in the registration court.

6. H-series shares and rights to H-seriesshares shall be subject of the application for admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange ((Giełda Papierów Wartościowych w Warszawie S.A.).The Management Board shall beauthorized and obliged to take all relevant factual and legal actions, in terms of applying for admission and introduction of H-series shares to trading on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.).

7. H-series shares will be issued in dematerialized form. H-series shares are subject to dematerialization within the meaning of the Act of 29 July 2005 on trading in financial instruments (Journal of Law of 2010, No. 211, item 1384, as amended). The Management Board shall be authorized and obliged to conclude an agreement with the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) for the registration and dematerialization of H-series shares.

8. H-series shares issue will be carried out through a private placement referred to in Art. 431.2.1 of the Commercial Companies Code, otherwise than as a public offer to purchase financial instruments within the meaning of Art. 3.1 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Journal of Law of 2009, No. 185, item 1439, as amended).

9. The persons or the entities to which the offer to subscribe for H-series shares will be addressed, shall be indicated by the Management Board.

10. The share subscription agreements should be concluded by 31 December 2014.

Par. 2

1. In the interest of the Company, the pre-emptive rights to H-series shares is entirely excluded for the existing shareholders.

2. Justification for the exclusion of the pre-emptive right by the General Meeting is consistent with the Management Board’s opinion justifying the reasons for exclusion of pre-emptive right and the principles of determining the issue price prepared in accordance with Art. 433.2 of the Commercial Companies Code and being annexed to this resolution. The General Meeting approves the above justification.

Par. 3

1. The General Meeting authorizes the Management Board to submit a notarized statement on the amount of the share capital increasedas a result ofsubscription of H-series shares within the private placement.

2. The Management Board shall be authorized to take any further legal and factual actions aimed at the implementation of this resolution.

Par. 4

In accordance with the share capital increase through the issue of H-series shares, the Company’s Articles of Association shall be amended and Par. 10.1 of the Articles of Association shall be given the following wording:

“1. The share capital of the Company shall amount to PLN 5,075,046.00 (five million seventy five thousand forty six zloty) and shall be divided into 5,075,046 five million seventy five thousand forty six) shares of nominal value equal to PLN 1 (one zloty) each:

1/ 100,000 (one hundred thousand) A1-series bearer ordinary shares numbered from 000.001 to 100.000;

2/ 75,476 (seventy five thousand four hundred seventy six) A2-series bearer ordinary shares numbered from 100.001 to 175.476 and 24,524 (twenty four thousand five hundred twenty four) A2-series registered shares numbered from 175.477 to 200.000;

3/ 100,000 (one hundred thousand) A3-series bearer registered shares numbered from 200.001 to 300.000;

4/ 100,000 (one hundred thousand) A4-series bearer registered shares numbered from 300.001 to 400.000;

5/ 100,000 (one hundred thousand) A5-series bearer registered shares numbered from 400.001 to 500.000;

6/ 100,000 (one hundred thousand) A6-series bearer registered shares numbered from 500.001 to 600.000;

7/ 100,000 (one hundred thousand) B1-series registered shares numbered from 600.001 to 700.000;

8/ 100,000 (one hundred thousand) B2-series registered shares numbered from 700.001 to 800.000;

9/ 102,680 (one hundred and two thousand six hundred and eighty) B3-series registered shares numbered from 800.001 to 902.680;

10/ 97,320 (ninety seven thousand three hundred and twenty) B4-series registered shares numbered from 902.681 to 1.000.000;

11/ 46,000 (forty six thousand) C1-series bearer ordinary shares;

12/ 3,000 (three thousand) C2-series bearer shares;

13/ 7,083 (seven thousand and eighty three) C3-series bearer shares;

14/ 18,917 (eighteen thousand nine hundred and seventeen) C4-series bearer shares;

15/ 268,500 (two hundred and sixty eight thousand and five hundred) D-series bearer shares;

16/ 235,975 (two hundred and thirty five thousand nine hundred and seventy five) E-series bearer shares;

17/ 58,940 (fifty eight thousand nine hundred and forty) F-series bearer shares;

18/ 428,621 (four hundred and twenty eight thousand six hundred and twenty one) G-series bearer shares;

19/ 1,814,621 (one million eight hundred fourteen thousand six hundred twenty one) H-series bearer shares;

20/ 1,000,000 (one million) I-series bearer shares;

21/ 193,726 (one hundred and ninety three thousand seven hundred and twenty six) J-series bearer shares;”

Par. 5.

In accordance with the share capital increase through the issue of H-series shares, the Company’s Articles of Association shall be amended and Par. 10.3 of the Articles of Association shall be given the following wording:

“3. A1-, A2-, A3-, A4-, A5-, A6-, C1-, C2-, C3-, C4-, D-, E-, F-, G-, H-, I- and J-series shares shall be non-preferred shares.”

Par. 6

The resolution comes into force upon its adoption, with effect from the date of entering into the commercial register of the National Court Register,of amendments to the Company’s Articles of Association made on the basis of this Resolution.

Management Board’s justification for the exclusion of pre-emptive right

Adoption by the Extraordinary General Meeting ofthe resolutions on increasing the share capital through the issue of 1,814,644 H-series bearer ordinary shares with the exclusion pf pre-emptive rights of the existing shareholders, is a condition the fulfillment of which is requiredfor the implementation of the Agreement concluded between LSI Software S.A. and McComp Holding Limited.

In view of the plans of the Management Board to make an investment by way of an acquisition McComp S.A. shares, increasing the economic potential of the Company, expanding its scope of operations and achievingthe number of economic benefits for both the Company and its Shareholders, the Management Board is of the opinion that the exclusion of pre-emptive right of the existing shareholders is advisable and in the interests of the Company.

The increase of the share capital of the Company by way of a private placement of H-series shares addressed to existing shareholders of McComp S.A. will allow for financing the acquisition of shares in this company without incurring external debt on the financial market, and also to enlist new investors for the Company –that Shareholders of McCompS.A.

The Management Board believes the transaction provided for in the Agreement will enable the Company to achieve a leading position in the market of IT systems for the retail and HoReCa sectors in Poland as well as will allow the faster development. As a result of the planned transaction, the Company will increase its competitiveness, and will be able to more effectively increase its value for Shareholder.

Therefore, in the opinion of the Management Board, the exclusion of pre-emptive rights to H-series shares on conditions specified in draft resolutions submitted to the Extraordinary general Meeting, is in the interest of the Company.

Resolution No. 35/2014

of the Extraordinary General Meeting

of LSI SOFTWARE S.A.

on amendments to the Company’s Articles of Association

Par. 1

The Extraordinary General Meeting of LSI Software S.A. with its registered office in Łódź, acting under Art. 430.1 of the Commercial Companies Code, hereby resolves to as follows:

Par. 2

The Company’s Articles of Association shall be amended in such a way that Par. 11a shall be entirely deleted.

Par. 3

The Company’s Articles of Association shall be amended in such a way that Par. 15 shall be entirely deleted and new Par. 15 in the following wording shall be inserted:

1. The Management Board shall be composed of two to three members, including President and Vice President, who shall be appointed and dismissed by the General Meeting, with consideration of provisions of Par. 15.2 and Par.15.3.

2. Grzegorz Siewiera (PESEL no 71041201176) as a Shareholder shall have a personal right to appoint and dismiss one member of the Management Board. A personal entitlement specified in this paragraph of the Articles of Association as regards appointment and dismissal of a member of the Management Board by Grzegorz Siewiera shall be valid as long as Grzegorz Siewiera or his subsidiaries are entitled to exercise rights attached to shares representing at least 1/10 (one tenth) of the Company’s share capital.

3. Marek Michna (PESEL no 62051603298) as a Shareholder shall have a personal right to appoint and dismiss one member of the Management Board. A personal entitlement specified in this paragraph of the Articles of Association as regards appointment and dismissal of a member of the Management Board by Marek Michna shall be valid as long as Grzegorz Siewiera or his subsidiaries are entitled to exercise rights attached to shares representing at least 1/10 (one tenth) of the Company’s share capital.

4. The Members of the Management Board shall be appointed for the common three-year term of office.

5. It shall be acceptable to appoint the same persons for the next Management Board’s term of office.

6. The number of persons comprising the Management Board shall be determined by the General Meeting of the Company.

7. The Management Board as well as its individual Members may be dismissed before the expiration of the term of office.

8. Personal entitlements referred to in Par. 15.2 and Par. 15.3 shall be executed on the basis of a written statement on appointment or dismissal of a member of the Management Board submitted to the Company. In the case of appointment, the statement referred to in the preceding sentence must be accompanied by a statement of a person's consent to the appointment to the composition of the Management Board. If the persons referred to in Par. 15.2 and Par. 15.3 of the Articles of Association fail to appoint a member of the Management Board, within one month of the event resulting in the need to make an election, such election of this member of the Management Board may be executed by the General Meeting.

Par. 4

The Company’s Articles of Association shall be amended in such a way that Par. 16 shall be entirely deleted and new Par. 16 in the following wording shall be inserted:

1. President of the Management Board independently, two members of the Management Board acting jointly or one member of the Management Board acting jointly with a Proxy shall be authorised to make declarations of will on behalf of the Company, including to incur obligations on behalf of and for the benefit of the Company and to execute on behalf of and for the benefit of the Company the right of value not exceeding PLN 200,000 (two hundred thousand). Two members of the Management Board acting jointly or one member of the Management Board acting jointly with a Proxy shall be authorised to make declarations of will on behalf of the Company, including to incur obligations on behalf of and for the benefit of the Company and to execute on behalf of and for the benefit of the Company the right of value exceeding PLN 200,000 (two hundred thousand).

2. The execution of a right or incurring obligations of value exceeding PLN 500,000 (five hundred thousand) requires the consent of the Supervisory Board granted in the form of a resolution. This obligation also applies to repeated and continuous commitments. This obligation does not apply to the operations provided for in the budget of the Company approved by the Supervisory Board.

Par. 5

The Company’s Articles of Association shall be amended in such a way that Par. 18.4 shall be entirely deleted.

Par. 6

The resolution comes into force upon its adoption, with effect from the date of entering into the commercial register of the National Court Register.

Resolution No. 36/2014

of the Extraordinary General Meeting

of LSI SOFTWARE S.A.

on amendments to the Company’s Articles of Association

Par. 1

The Extraordinary General Meeting of LSI Software S.A. with its registered office in Łódź, acting under Art. 430.1 of the Commercial Companies Code, hereby resolves to as follows:

The Company’s Articles of Association shall be amended in such a way that Par. 19 shall be entirely deleted and new Par. 19 in the following wording shall be inserted:

1. The Supervisory Board shall be composed of five members, including Chairman and Vice Chairman, who shall be appointed and dismissed by the resolution of the General Meeting.

2. The Members of the Supervisory Board shall be appointed for the common three-year term of office.

3. The mandates of the Members of the Supervisory Board shall expire on the day of the General Meeting approving the financial statement of the Company for the last year of performing duties of the Member of the Supervisory Board at the latest.

4. The mandate of the Member of the Supervisory Board shall also expire due to the death, resignation or dismissal of the Member of the Supervisory Board.

5. The mandate of the Member of the Supervisory Board appointed before the end of a given term of office shall expire together with the expiration of mandates of other Members of the Supervisory Board.

Par. 2

The Company’s Articles of Association shall be amended in such a way that Par. 21 shall be entirely deleted and new Par. 21 in the following wording shall be inserted:

1. Among the exclusive competencies of the Supervisory Board – apart from those determined in the Commercial Companies Code and other provisions of the Articles of Association – shall be:

a) assessing the balance sheet and profit and loss account, assessing the statement of the Management Board and the Management Board’s recommendations regarding the distribution of profit;

b) approving the Rules of the Management Board and determining the principles of the Management Board’s remuneration;

c) approving the annual financial plans of the Company (budget);

d) appointing the certified auditor for carrying out the audit of the financial statements;

e) adopting the resolution on matters associated with any performances provided by the Company or its related entities to the Members of the Management Board;

f) giving consent to the Company or its subsidiary to the conclude an agreement with the Company’s related entity, Member of the Management or Supervisory Board and his associated entities;

g) giving consent to the issue of other bonds than convertible and senior bonds by way of adopting the resolution determining the principles of issue; the detailed terms of issue shall be determined in the resolution of the Management Board;

h) acquisition and disposal of real estate, perpetual usufruct or share in the real estate;

i) giving consent to acquire or subscribe for stakes or shares of other capital companies, subject to the exclusive competencies of the General Meeting set out in Art. 393.6 of the Commercial Companies Code;