RB-12-2008 Announcement of ComArch S.A.\'s Annual General Shareholders Meeting on 25 June 2008 and the Agenda of the Meeting
Pursuant to art. 395 § 1 and art. 399 § 1 of the Commercial Companies Code and pursuant to § 14 of the company's Statute, the Management Board of ComArch S.A. hereby convenes Annual General Shareholders Meeting of ComArch S.A., to be held at 09:00 o'clock on June 25th 2008, at Aleja Jana Pawla II 39A 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. Speech of the Chairman of the company's Board of Supervisors
6. Speech of the President of the company's Management Board.
7. Consideration of the report of the company's authorities and the company's financial statement and the consolidated financial statement for the fiscal year 1.01.2007 - 31.12.2007.
8. Voting on the resolutions on:
1) approving the company's financial statement for the fiscal year 1.01.2006 - 31.12.2006;
2) approving the report of the Management Board regarding the activities of the company in 2007;
3) approving the activity report of the company's Board of Supervisors for the fiscal year 1.01.2007 - 31.12.2007 and report regarding audit of the company's financial statement and the report of the Management Board regarding company's activities in 2007;
4) approving the financial statement of the Comarch Group for the fiscal year 1.01.2007 - 31.12.2007;
5) approving the report of the Management Board of ComArch S.A. regarding the activities of the Comarch Group in 2007;
6) approving the report of the company's Supervisors Board of the audit regarding the consolidated financial statement of the Comarch Group and the report of the Management Board regarding the activities of the Comarch Group in 2007;
7) distribution of the company's net profit for the fiscal year 1.01.2007 - 31.12.2007;
8) acknowledging the fulfilment of duties by the members of the Management Board in the fiscal year 1.01.2007 - 31.12.2007;
9) acknowledging the fulfilment of duties by the members of the Board of Supervisors in the fiscal year 1.01.2007 - 31.12.2007;
10) election of the Management Board's members;
11) changes in the company's Statute;
12) changes in the Supervisory Board's membership;
13) changes in the 'Rules for the Supervisory Board'.
9. Closing of the Meeting.
ComArch S.A.'s Management Board announces that due to proposal of BZ WBK AIB Asset Management S.A. dated 26 May 2008, the company has written an additional point (no. 12) in the agenda of the meeting. It refers to changes in the Supervisory Board's membership. The motion was submitted by BZ WBK AIB Asset Management S.A. pursuant to the article 400 § 1 of the Commercial Companies Code (customers of BZ WBK AIB Asset Management S.A. held over 10 % in the company's share capital). BZ WBK AIB Asset Management S.A. informed that the projects of resolutions related to the changes in the Supervisory Board's membership will be presented by BZ WBK AIB Asset Management S.A. at the annual general meeting at the latest.
Pursuant to art. 402 § 1 of the Commercial Companies Code, the company herby informs that
1. previous article 18, section 1 of the company's Statute:
"1. The Supervisory Board shall appoint from among its members the Chairman, the Vice Chairman, and also the Secretary of the Supervisory Board, as needed."
is worded as follows:
"1. The Annual General Meeting shall appoint from among members of the Supervisory Board the Chairman, the Vice Chairman, and also the Secretary of the Supervisory Board, as needed."
At the same time, the Management Board of ComArch S.A. hereby informs, that registered deposit certificates or certificates of placing of the shares on deposit, which entitle to participation in AGM, should be deposited till 17 June 2008 by 5 o'clock p.m. in the company's headquarters at Jana Pawla II 39 A in Krakow, Poland.