Announcement of the Comarch SA Annual General Shareholders Meeting

Announcement of the Comarch SA Annual General Shareholders Meeting

The Management Board of Comarch Spółka Akcyjna with its registered office in Krakow, Aleja Jana Pawła II 39A, registered in the National Court Register maintained by the District Court for Kraków - Śródmieście in Kraków, XI Commercial Division of the National Court Register under number KRS 0000057567 (hereinafter the "Company"), acting based on the provisions of art. 395, art. 399 § 1, art. 402 with index 1, art. 402 with index 2 of the Code of Commercial Companies and Partnerships (hereinafter referred to as the "CCCP") and art. 14 of the Articles of Association of the Company, convenes an Ordinary General Meeting on 24th of June, 2020, at 10.00, in Krakow, at 33 prof. Michał Życzkowski Street.

The agenda of the Meeting:
1. Opening of the General Meeting.
2. Election of the Chairman of the Meeting.
3. Election of the Returns Committee.
4. Adoption of the 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 financial statements of the Company and the consolidated financial statements of the Comarch Capital Group for the financial year 01.01.2019 – 31.12.2019.
8. Voting of the resolutions on:
1) approving of the Company's financial statements for the financial year 01.01.2019 – 31.12.2019;
2) approving of the Management Board's report on the operations of the Company for the financial year 01.01.2019 – 31.12.2019;
3) approving of the consolidated financial statements of the Comarch Capital Group for the financial year 01.01.2019 – 31.12.2019;
4) approving of the Management Board report on the operations of the Comarch Capital Group for the financial year 01.01.2019 – 31.12.2019;
5) approving of the report of the Board of Supervisors regarding activities of the Board of Supervisors in 2019 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 01.01.2019 – 31.12.2019, 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 01.01.2019 – 31.12.2019;
6) distribution of the Company's net profit for the financial year 01.01.2019 – 31.12.2019;
7) granting discharge to the members of the Management Board of the Company for the performance of their duties in the financial year 01.01.2019 – 31.12.2019;
8) granting a vote of acceptance to the members of the Supervisory Board for the performance of their duties in the financial year 01.01.2019 – 31.12.2019;
9) adoption of the remuneration policy for Members of the Management Board and Supervisory Board of Comarch S.A.;
10) adoption of the Regulations of the Supervisory Board of Comarch S.A.;
11) amendments to the Company's Articles of Association.
9. Closing of the meeting.

I. Pursuant to art. 402 § 2 of the CCCP, the company hereby proposes the following changes to the Company’s Articles of Association:

1. The existing art. 15 section 14) of the Articles of Association:
14) Passing other resolutions referred to in the Code of Commercial Companies and Partnerships.
reads as follows:
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 section 14) the following sections 15) and 16) are added:
15) adopting the remuneration policy for members of the Management Board and Supervisory Board,
16) adopting resolutions giving opinions on the remuneration report.

3. The existing art. 18 of the Articles of Association:
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. 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. Resolutions of the Supervisory Board may be also passed off session by way of a written voting, if all members of the Supervisory Board express consent in writing for passing a resolution in this mode. Any session of the Supervisory Board may also be held with means of direct remote communication, such as a telephone, a fax, electronic mail or using the Internet in any other way, tele-conference and other telecommunications means. Resolutions passed in such a session shall be valid when all members of the Supervisory Board have been notified of the contents of the draft resolution and have received the minutes signed by every participating member of the Supervisory Board. If this is the case, it is assumed that the place of the session and of preparing the minutes is the place of stay of the Chairperson of the Supervisory Board or of the Vice Chairperson, if the session is held under his/her chairmanship.
4. Members of the Board execute their duties in person.
5. 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.
6. Passing resolutions by the Supervisory Board in the mode referred to in section 3 and 5 is not allowed in cases referred to in Article 388 § 4 of the Code of Commercial Companies and Partnerships, i.e.: appointment of the Chairperson and of the Vice Chairperson of the Supervisory Board, appointment and dismissal and suspension members of the Management Board in their duties.
7. Members of the Board are remunerated for their activities following the principles set forth by the General Meeting.
8. Organisation of the Supervisory Board and the procedure for executing its activities are defined by the regulations set forth by the General Meeting.
reads as follows:
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. The existing art. 19 section 4 point 5) of the Articles of Association:
5) Selecting the entity authorised for auditing the financial statement of the Company,
reads as follows:
5) selecting an audit company authorized to audit the Company's financial statements,

5. The existing art. 19 section 2 point 8) of the Articles of Association:
8) (Omitted),
reads as follows:
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 shall be 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.

II. Pursuant to art. 402 index 2 of the Code of Commercial Companies and Partnerships, the Management Board of the Company provides information on participation in the General Meeting of the Company:

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

Requests submitted by shareholders using electronic means of communication other than via the e-mail address indicated above or without complying with the requirements set out above do not have legal effects on the Company and as such will not be taken into account.

 
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.

Draft resolutions submitted by shareholders using electronic communication means other than via the e-mail address indicated in point 1 above or without complying with the requirements set out in this point, do not cause legal effects on the Company and as such will not be taken into account.


3. The manner of exercising the voting right by a proxyA 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-akcjonarii/24-czerwca-2020/ (https://www.comarch.com/investors/general-shareholders-meeting/24-june-2020/)

In the case of shareholders and proxies of shareholders participating in the General Meeting by means of electronic communication, the scope of the required documents, as well as the manner and date of their delivery are specified in the Regulations specifying the detailed rules for participation in the General Meeting of Comarch S.A. using electronic means of communication, constituting an attachment to this announcement.


4. The possibility and manner of participating in the General Meeting by means of electronic communication

The company provides for the possibility of participating in the General Meeting using electronic means of communication. The rules and conditions for participating in the General Meeting using electronic means of communication are contained in the Regulations specifying the detailed rules for participating in the General Meeting of Comarch S.A. using electronic means of communication, constituting an attachment to this announcement.


5. Method of speaking during the General Meeting using electronic means of communication

The rules and conditions for participating in the General Meeting using electronic means of communication are contained in the Regulations specifying the detailed rules for participating in the General Meeting of Comarch S.A. using electronic means of communication, constituting an attachment to this announcement. On the principles set out therein, shareholders will have the opportunity to speak at the General Meeting via a text messenger.



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. The rules and conditions for participating in the General Meeting using electronic means of communication, including the exercise of voting rights are contained in the Regulations specifying the detailed rules for participating in the General Meeting of Comarch S.A. using electronic means of communication, constituting an attachment to this announcement.


7. Day of registration of participation in the General Meeting

The day of registration of participation in the General Meeting is 8th of June, 2020 (hereinafter referred to as 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 Date, 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 Date, i.e. no later than on the 9th of June, 2020, 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 CCCP 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 the 19th, 22nd  and 23rd of June, 2020, at the registered office of the Company at 33 prof. Michał Życzkowski Street, 31-864 Krakow, from 10 a.m. to 3 p.m., a list of shareholders entitled to participate in the General Meeting will be available for viewing.

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 33 prof. Michał Życzkowski Street, 31-864 Kraków or on the Company's website: http://www.comarch.pl/relacje-inwestorskie/walne-zgromadzenie-akcjonarii/24-czerwca-2020/ (https://www.comarch.com/investors/general-shareholders-meeting/24-june-2020/)


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 (www.comarch.com) in the Relacje Inwestorskie (Investors) section (Walne Zgromadzenie Akcjonariuszy (General Shareholders Meeting)). Company's e-mail address in matters related to the General Meeting: wz@comarch.pl.


12. Other information

The Management Board informs that the proceedings of the General Meeting will be transmitted via the Internet. The broadcast of the meeting will be available at: https://www.comarch.pl/relacje-inwestorskie/walne-zgromadzenie-akcjonariuszy/ (https://www.comarch.com/investors/general-shareholders-meeting/)

Detailed technical requirements for participation in the General Meeting by means of electronic communication are available at the following link: https://www.comarch.pl/relacje-inwestorskie/walne-zgromadzenie-akcjonariuszy/ (https://www.comarch.com/investors/general-shareholders-meeting/)

A shareholder or their proxy intending to participate in the General Meeting by means of electronic communication should verify the devices and connections they will use to participate in the General Meeting to meet these conditions.


13. 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 27th of 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 "GDPR", the Management Board of Comarch S.A. 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) GDPR 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 and Partnerships.

2) performing information obligations defined by the provisions of the Act of 29th of July, 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 29th of March, 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) GDPR, 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 GDPR.

The personal data of the shareholders and shareholders' proxies may come from the system of the National Securities Depository of S.A., the shares book or directly from a shareholder or proxy or their principal.

The submission of personal data by a shareholder or their proxy 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 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 a 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.

Attachments:
Projects of resolutions (230 kB)
Rules e-AGM (82,2 kB)
Statement of intention to participate in the General Meeting using electronic means of communication (156 kB)