RB-23-2024 Registration of Changes in the Comarch S.A.’s Articles of Association
Pursuant to §5 point 1 of the Regulation of the Minister of Finance of the 29th of March, 2018 on current and periodic information provided by issuers of securities and the conditions for recognizing as equivalent information required by the law of a non-member state, Comarch S.A.’s Management Board informs that on the 18th of July, 2023 received the decision, dated the 10th of July, 2023, regarding the registration by the District Court for Kraków-Śródmieście, Eleventh Economic Division of the National Court Register of the changes in the Company’s Articles of Association adopted by the resolutions no. 29, 30, 31, 32, 33 and 34 by the General Meeting of Shareholders of the 26th of June, 2024.
As a result of the registration of the changes of the Article of Association:
1. existing article 22 of the Company's Articles of Association as the following: “The internal organization of the Company is determined by the Management Board” has been deleted;
2. point 10) as the following: “Definition and change of the internal organisation of the Company.” was added to the article 19 par. 2;
3. point 11) as the following: “Establishment and amendment of the Regulations of the Management Board.” was added to the article 19 par. 2;
4. existing article 20 par. 4 of the Company's Articles of Association as the following: “To make statements on behalf of the Company and to represent the Company in Court and off Court, the following are authorised: President of the Management single-handedly or two members of the Management acting jointly or one member of the Management acting jointly with a proxy” was given the following wording: “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 statements on behalf of the Company and to represent the Company in and out of court.”;
5. existing article 14 par. 2 of the Company's Articles of Association as the following: „The Management Board convenes the Ordinary General Meeting. The Supervisory Board may convene the Ordinary General Meeting if the Management Board of the Company does not convene it in the time specified in this part or in the Articles of Association. It may also convene the Extraordinary General Meeting if in the opinion of the Supervisory Board it is recommended.” was given the following wording: „The Ordinary General Meeting shall be convened by the Management Board. The Supervisory Board may convene an Ordinary General Meeting if the Management Board does not convene it within the time limit specified in the Act or the Articles of Association, and an Extraordinary General Meeting if it considers it advisable to convene it.”;
6. point 4) as the following: „The Supervisory Board of the Company, if it deems its convening advisable.” was added the the article 14 par. 3.
The consolidated text of the Articles of Association of Comarch S.A., containing changes registered by the decision of the Court of the 10th of July, 2024, attached.