Of the Ordinary General Meeting
Resolution No. 07/2014
of the Ordinary 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 Ordinary 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. 08/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the adoption of the Agenda
Par. 1
The Ordinary General Meeting of LSI Software S.A. hereby resolves to adopt the Agenda of the Ordinary 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 28May 2014 in accordance with Art. 401.1 and Art. 401.2 of the Commercial Companies Code:
- Opening of the Ordinary General Meeting.
- Election of the Chairman of the Ordinary General Meeting.
- Statement that the Ordinary General Meeting has been properly convened and is able to adopt resolutions.
- Approval of the EGM Agenda.
- Appointment of the Vote-Counting Committee.
- Resolutions concerning the amendment to the Company’s Articles of Association.
- Review and approval of the separate and the consolidated financial statements for the year 2013.
- Review and approval of the Report of the Management Board on activities of the Company and the Capital Group for the year 2013.
- Adoption of a resolution in respect of allocation of the profit for the year 2013.
- Granting a vote of acceptance to the Members of the Management Board for the performance of their duties in the financial year 2012 and 2013.
- Changes to the composition of the Supervisory Board.
- Adoption of a resolution on the approval of the Report of the Supervisory Board on its activities in 2013 and the Report on the assessment of financial statements for the year 2013.
- Granting a vote of acceptance to the Members of the Supervisory Board for the performance of their duties in the financial year 2013.
- Closing the Ordinary General Meeting.
Par. 2
The Resolution shall come into force on the day of its adoption
Resolution No. 09/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the appointment of members of the
Vote Counting Committee of the Ordinary 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. 10/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the amendment to the Company’s Articles of Association by way of granting an
authorisation to the Management Board as to the increase of share capital within the scope of authorised capital and to performance of necessary changes following from the process of share capital increase
Par. 1
In accordance with Art. 430 of the Commercial Companies Code read with Art. 444 of the Commercial Companies Code, the Ordinary General Meeting of LSI Software S.A. hereby resolves to revoke the current wording of Par. 11a of the Company’s Articles of Association and introduce the following wording of this paragraph:
Par. 11 a
1. The Management Board of the Company shall be authorized, to increase the share capital of the Company within the authorized capital by an amount not exceeding PLN 1,00,000 (one million) through the issue not more than 1000000 (one million) new shares of nominal value equal to PLN 1 (one) each, by way of one or several increases of the share capital within the limits determined above.
2. The authorization for the Management Board to increase the share capital of the Company within the authorized capital shall be granted for the period of three yearsfrom the date of entry in the National Court Register of the amendments to the Articles of Association envisaging this authorized share capital.
3. While exercising the authorization to increase the share capital within the authorized capital, the Management Board of the Company shall be authorized to determine the issue price of new shares excluding the requirement to obtain the consent of the Supervisory Board.
4. The Management Board shall be authorized to issue subscription warrants (as referred to in Art. 453.2 of the Commercial Companies Code) in order to increase the share capital of the Company within the authorized capital, providing that the subscription right is exercisable not later than at the end of the period as referred to in point 2 above.
5. Unless the provisions of the Commercial Companies Code provide otherwise, the Management Board of the Company shall be authorized to decide on all issues associated with the increase of the Company’s share capital within the authorized capital. The Management Board shall be particularly authorized to:
a. determine other conditions of the share issue including the date (dates) as from which the shares participate in the dividend,
b. establish the rules, adopt resolutions, and perform other actions concerning the issue of shares as well as to propose shares through a public offering or private,
c. conclude [...] agreements for investment underwriting or service underwriting or underwriting services that secure the[...]success of a share issue,
d. adopt resolutions, submit applications, and perform other actions concerning dematerialisation of shares, including conclusion of agreements with the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) for the registration of shares,
e. adopt resolutions, submit applications and perform other actions concerning applying for admission and introduction to trading on the regulated market, including conclusion of agreements with the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.),
f. introduce amendments to the Company’s Articles of Association on account of execution of entitlements following from the authorisation hereof,
g. decide on all issues regarding each admission and introduction to exchange trading of the securities issued by the Company, including the Company’s shares and other securities associated with securities issued by the Company (rights to shares, pre-emptive rights),
h. decide on all matters regarding the dematerialisation of securities issued by the Company including conclusion of agreements for the registration in the depository for securities, particularly in the depository operated by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) of securities issued by the Company, including the Company’s shares and other securities associated with securities issued by the Company.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 11/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on granting the authorisation to the Management Board as to exclusion of the pre-emptive right of current shareholders upon receiving the consent of the Supervisory Board
Par. 1
In accordance with Art. 430 of the Commercial Companies Code read with Art. 447 and Art. 433.2 of the Commercial Companies Code, the Ordinary General Meeting of LSI Software S.A. hereby resolves to ament the current wording of Par. 11a of the Company’s Articles by adding point 6 with the following wording:
Par. 11 a
(…)
6. With the consent of the Supervisory Board, the Management Board may deprive Shareholders, in whole or in part, of their pre-emptive rights to shares issued within the scope of the authorised share capital or subscription warrants issued in accordance with Par. 11a.4 of the Articles of Association.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 12/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the approval of the separate and the consolidated
financial statements for the year 2013
Par. 1
In accordance with Art. 395.2.1 of the Commercial Companies Code and Par. 26.2.a of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby approves the Company’s separate financial statement prepared as at 31 December 2013, consisting of:
a) introduction to the financial statement,
b) balance sheet prepared as at 31 December 2013with total assets and liabilities amounting to PLN 28363000 (twenty eight million three hundred and sixty three thousand zloty),
c) profit and loss account for the period of 1 January 2013 – 31 December 2013, disclosing a net profit of PLN 1 629000 (one million six hundred and twenty nine thousand zloty),
d) statement of changes in equity for the period of 1 January 2013 – 31 December 2013, indicating an increase in equity by PLN 1 523000 (one million five hundred and twenty three thousand zloty),
e) cash flow statement for the period of 1 January 2013 - 31 December 2013, indicating anincrease in cash by PLN 958000 (nine hundred and fifty eight thousand zloty),
f) additional information and explanations.
Par. 2
In accordance with Art. 395.2.1 of the Commercial Companies Code and Par. 26.2.a of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby approves the Company’s consolidated financial statement prepared as at 31 December 2013, consisting of:
a) introduction to the financial statement,
b) consolidated balance sheet prepared as at 31 December 2013with total assets and liabilities amounting to PLN32132000 (thirty two million one hundred and thirty two thousand zloty),
c) consolidated profit and loss account for the period of 1 January 2013 – 31 December 2013, disclosing a net profit of PLN 2039000 (two million thirty nine thousand zloty),
d) statement of changes in consolidated equity for the period of 1 January 2013 – 31 December 2013, indicating an increase in equity by PLN 1933 000 (one million nine hundred and thirty threethousand zloty),
e) consolidated cash flow statement for the period of 1 January 2013 - 31 December 2013, indicating anincrease in cash by PLN 1 332000 (one million three hundred and thirty two thousand zloty),
f) additional information and explanations.
Par. 3
The Resolution shall come into force on the day of its adoption.
Resolution No. 13/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the approval of the Report of the Management Board on activities of the Company
and of the Capital Group for the year 2013
Par. 1
In accordance with Art. 395.2.1 of the Commercial Companies Code and Par. 26.2.a of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby approves:
1) Report of the Management Board on activities of the Company for the year 2013,
2) Report of the Management Board on activities of the Capital Group for the year 2013.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 14/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the allocation of profit for the year 2013
Par. 1
In accordance with Art. 395.2.2 of the Commercial Companies Code and Par. 26.2.b of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby resolves that the Company’s profit for the year 2013 at the amount of PLN 619544.78 (that is PLN 0.19 per share) shall be allocated for the dividend payment to Shareholders. The remaining part of the profit shall be allocated to the reserve capital.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 15/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the acknowledgement of the fulfilment of duties by
the President of the Management Board in 2012
Par. 1
In accordance with Art. 395.2.3 of the Commercial Companies Code and Par. 26.2. of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby resolves to acknowledge the fulfilment of duties byMr. Grzegorz Siewiera in the financial year 2012, in connection with the function of thePresident of the Management Board held by him.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 16/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the acknowledgement of the fulfilment of duties by
the President of the Management Board in 2013
Par. 1
In accordance with Art. 395.2.3 of the Commercial Companies Code and Par. 26.2. of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby resolves to acknowledge the fulfilment of duties byMr. Grzegorz Siewiera in the financial year 2013, in connection with the function of thePresident of the Management Board held by him.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 17/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the acknowledgement of the fulfilment of duties by
the Member of the Management Board in 2013
Par. 1
In accordance with Art. 395.2.3 of the Commercial Companies Code and Par. 26.2.d of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby resolves to acknowledge the fulfilment of duties byMr. Bartłomiej Grduszak in the financial year 2013, in connection with the function of the Member of the Management Board held by him.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 18/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the acknowledgement of the fulfilment of duties by
the Member of the Management Board in 2013
Par. 1
In accordance with Art. 395.2.3 of the Commercial Companies Code and Par. 26.2.d of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby resolves to acknowledge the fulfilment of duties byMr. Jerzy Łochowski in the financial year 2013, in connection with the function of the Member of the Management Board held by him.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 19/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the approval of the Report of the Supervisory Board on its activities in 2013 and the Report on the assessment of financial statements for the year 2013
Par. 1
In accordance with Art. 382.3 of the Commercial Companies Code, the Ordinary General Meeting of LSI Software S.A. herebyapproves the Report of the Supervisory Board on its activities in 2013 and the Report on the assessment of financial statements for the year 2013.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 20/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the acknowledgement of the fulfilment of duties by
the Chairman of the Supervisory Board in 2013
Par. 1
In accordance with Art. 395.2.3 of the Commercial Companies Code and Par. 26.2 of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby resolves to acknowledge the fulfilment of duties byMr. Krzysztof Wolski in the financial year 2013, in connection with the function of the Chairman of the Supervisory Board held by him.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 21/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the acknowledgement of the fulfilment of duties by
the Vice-Chairman of the Supervisory Board in 2013
Par. 1
In accordance with Art. 395.2.3 of the Commercial Companies Code and Par. 26.2 of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby resolves to acknowledge the fulfilment of duties byMr. Edward Sierański in the financial year 2013, in connection with the function of the Vice-Chairman of the Supervisory Board held by him.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 22/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the acknowledgement of the fulfilment of duties by
the Member of the Supervisory Board in 2013
Par. 1
In accordance with Art. 395.2.3 of the Commercial Companies Code and Par. 26.2 of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby resolves to acknowledge the fulfilment of duties byMr. Jan Jeżak in the financial year 2013, in connection with the function of the Member of the Supervisory Board held by him.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 23/2013
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the acknowledgement of the fulfilment of duties by
the Member of the Supervisory Board in 2013
Par. 1
In accordance with Art. 395.2.3 of the Commercial Companies Code and Par. 26.2 of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby resolves to acknowledge the fulfilment of duties byMr. Krzysztof Kalinowski in the financial year 2013, in connection with the function of the Member of the Supervisory Board held by him.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 24/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the acknowledgement of the fulfilment of duties by
the Member of the Supervisory Board in 2013
Par. 1
In accordance with Art. 395.2.3 of the Commercial Companies Code and Par. 26.2 of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby resolves to acknowledge the fulfilment of duties byMr. Paweł Podgórny in the financial year 2013, in connection with the function of the Member of the Supervisory Board held by him.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 25/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the dismissal from the Supervisory Board
Par. 1
In accordance with Art. 385.1 of the Commercial Companies Code and Par. 19.1 of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby dismisses Mr./Mrs...... from the composition of the Supervisory Board.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 26/2014
of the Ordinary General Meeting
of LSI SOFTWARE S.A.
on the appointment to the composition of the Supervisory Board
Par. 1
In accordance with Art. 385.1 of the Commercial Companies Code and Par. 19.1 of the Company’s Articles of Association, the Ordinary General Meeting of LSI Software S.A. hereby appoints Mr./Mrs...... to the composition of the Supervisory Board.
Par. 2
The Resolution shall come into force on the day of its adoption.
In accordance with the Code of Best Practice for WSE Listed Companies, draft resolution numbered from 07/2014 to 24/2014 of the Ordinary General Meeting of LSI Software S.A. convened for 30 June 2014, shall not require justification due to the fact that these are resolutions on points of order and formal matters or resolutions, that are typical resolutions being adopted in the course of the Ordinary General Meeting – in accordance with Art. 395.2 of the Commercial Companies Code.
Justification for the Resolutions No 10/2014 and 11/2014
The introduction of the possibility of increasing the share capital within the authorized capital is intended to enable fast and flexible performance of the company's subsequent share issues related to the acquisition processes in which the issue of shares will replace the need to pay for the acquired entities in cash and will positively link new shareholders (existing owners/shareholders of acquired entities) with the company, and thus to contribute to the competitiveness of the company, improve its performance and offer which is connected with the improvement of its market position in the long term.In the interest of the Company, the pre-emptive rights to shares issued under the authorized capital are excluded for existing shareholders. The Meeting acknowledges the Management Board’s opinion on the deprivation of the pre-emptive rights to shares issued within the authorised capital, presented in writing at the General Meeting, a copy of which is attached hereto.