Resolution No. 01/2015
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. 399.3 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. 02/2015
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 28 January 2015 in accordance with Art. 401.1 of the Commercial Companies Code:
1. Opening of the Extraordinary General Meeting.
2. Election of the Chairman of the Extraordinary General Meeting.
3. Statement that the Extraordinary General Meeting has been properly convened and is able to adopt resolutions.
4. Approval of the EGM Agenda.
5. Appointment of the Vote-Counting Commission.
6. Adoption of the Resolution on amendments to the Company’s Articles of Association providing for an authorization for the Management Board to increase the share capital within the authorized capital
7. Adoption of the Resolution regarding the changes to the composition of the Management Board.
8. Adoption of the Resolution regarding the changes to the composition of the Supervisory Board.
9. Closing the Extraordinary General Meeting.
Par. 2
The Resolution shall come into force on the day of its adoption
Resolution No. 03/2015
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. 04/2015
of the Extraordinary General Meeting
of LSI SOFTWARE S.A.
on dismissal of a Member of the Management Board
Par. 1
In accordance with Art. 368.4 of the Commercial Companies Code and Par. 15.1 of the Company’s Articles of Association, the General Meeting of LSI Software S.A. hereby resolves to dismiss ……………………………………….. from the composition of the Management Board.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 05/2015
of the Extraordinary General Meeting
of LSI SOFTWARE S.A.
on appointment of a Member of the Management Board
Par. 1
In accordance with Art. 368.4 of the Commercial Companies Code and Par. 15.1 of the Company’s Articles of Association, the General Meeting of LSI Software S.A. hereby resolves to appoint ……………………………………….. to the composition of the Management Board.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 06/2015
of the Extraordinary General Meeting
of LSI SOFTWARE S.A.
on dismissal of a Member 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 General Meeting of LSI Software S.A. hereby resolves to dismiss ……………………………………….. from the composition of the Supervisory Board.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 07/2015
of the Extraordinary General Meeting
of LSI SOFTWARE S.A.
on appointment of a Member 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 General Meeting of LSI Software S.A. hereby resolves to appoint ……………………………………….. to the composition of the Supervisory Board.
Par. 2
The Resolution shall come into force on the day of its adoption.
Resolution No. 08/2015
of the Extraordinary General Meeting
of LSI SOFTWARE S.A.
on the amendments to the Company’s Articles of Association by granting the Management Board the authorization to increase the share capital within the authorized capital and to make the necessary amendments in connection with implementation of the share capital increase procedure
Par. 1
In accordance with Art. 430 read with Art. 444 of the Commercial Companies Code, the General Meeting of LSI Software S.A. hereby resolves to introduce Par. 11a with the following wording:
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 2,445,000 (two million four hundred and forty five thousand) through the issue not more than 2 445 000 (two million four hundred and forty five thousand) 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 years from 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. 09/2015
of the Extraordinary General Meeting
of LSI SOFTWARE S.A.
on granting the Management Board the authorization to exclude pre-emptive rights of existing shareholders with a consent of the Supervisory Board
Par. 1
In accordance with Art. 430 read with Art. 447 and 433 of the Commercial Companies Code, the General Meeting of LSI Software S.A. hereby resolves to amend Par. 11a b adding after point 5, point 6 with the following wording:
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.
Justification for the Resolutions No 08/2015 and 09/2015
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.