Rep. A No /2014 NOTARIAL DEED

Transcription

1 Rep. A No /2014 NOTARIAL DEED On , the (twenty-second day of July two thousand fourteen years) at the Notary Notaries Tarkovsky Tarkovsky & Company partner based in Wroclaw, ul. Zaolziańskiej No. 4 before a notary Wit Tarkovsky appeared: - Hubert Zbigniew Wochyński, personally known to the notary, who stated that he is a member of the Board of single Planet Soft SA of Wrocław (regon , Tax ID ), having an address: Wroclaw, ul. Raclawicka No /19, entered by the District Court for Wrocław-Fabryczna in- Wrocław VI Economic Department of National Court Register - Register under the number KRS MINUTES OF THE BOARD MEETINGS Hubert Zbigniew Wochyński announced that as of today in the local Notary Office has convened a meeting of the Board, with the following agenda: ) resolution on the capital increase in the second spelltional in the authorized capital pursuant to Art Kothe Code of Commercial Companies in connection with Resolution No. 9 of the Extraordinary General Meeting of Shareholders of 15 April ) a resolution to amend the Articles of the Company Resolution No. 1 Planet Soft SA Management Board based in Wroclaw of 22 July 2014 the share capital increase

2 2 the authorized capital 1a. Pursuant to Resolution No. 9 of the Extraordinary General Meeting of Planet Soft SA based in Wroclaw, zaprotokołowanej in the form of a notarial deed in the local Chancellery (Rep. A No. 6118/2014) of 15 April 2014 on the addition of art. 6a and changes in the Company's Articles of Association, the Extraordinary General Meeting of Planet Soft SA of Wrocław added art. 6a the art. 6 of the Articles of the Company as follows: "6a. The Board Planet Soft SA is authorized to make one or several increases of the share capital of the Company by an amount not greater than 225,000 zł (two hundred twenty-five thousand zlotys) through the issuance of not more than 2,250,000 (two million two hundred and fifty thousand) ordinary bearer shares ("Authorized Capital" ). ". In the aforementioned resolution also established that the share capital increase within the Target Capital will be held on the following principles: ) the authorization referred to in this Article. 6a, has been granted for The Board for the period until 15 April 2017, ) shares issued under the Target Capital can be embracedne in return for contributions in cash or in kind; Resolution of the Board to issue shares for cash requires the consent of the Council Board, ) the issue price of the Shares issued under the Target Capital mouth- If the resolution of the Board of Directors to increase the share capital of the Target within this authorization. Resolution of the Board in this case requires the consent of the Supervisory Board, ) resolution of the Board adopted pursuant to authorization replaces the resolution General Meeting to increase the share worksit ) The Board is authorized to exclude subscription rights The existing- Wych shareholders; Resolution of the Board in this case requires the consent of Supervisory Board, ) The Board is authorized to issue warrants

3 3 registered or bearer shares entitling their holders to subscribe or subscribe for Shares in the capital of the Target with the exception of law subscription (subscription warrants) ) The Board is authorized to: a) entering into an underwriting agreement or firm or other agreements securing the success of the issue of Shares, subject to the followingvisions of generally applicable laws, b) adopt resolutions and other actions on the issue of Shares by way of private placement, closed or by subscription public generally subject to existing national provisions of the law b. Pursuant to Resolution No. 1 of the Board Planet Soft SA of Wrocław of 27 May 2014 on the share capital increase in the authorized capital, zaprotokołowanej in the form of a notarial deed in the local Chancellery (Rep. A No. 8307/2014) of 27 May 2014, has already been one of the share capital increase within the target capital, the amount of 112, zł (one hundred twelve thousand five hundred zlotys), through the issue of (1,125,000) shares of series D consecutive numbers from to number 1,125,000, with a nominal value of 0.10 zł (ten cents) each Pursuant to art of the Code of Commercial Companies in connection with Resolution No. 9 of the Extraordinary General Meeting of Shareholders of 15 April 2014, with minutes in the form of a notarial deed in the local Chancellery (Rep. A No. 6118/2014) and Art. 6a of the Articles of Association of the Company, the Board Planet Soft SA based in Wroclaw, resolves as follows: increases, within the capital of the target company's share capital by the amount of 112, zł (one hundred twelve thousand five hundred zlotys), through the issuance of 1,125,000 (1,125,000) shares of Series E with consecutive numbers from to number 1,125,000, with a nominal value of 0.10 zł (ten cents) each Series E shares will be ordinary bearer shares Series E shares will be paid in full in cash contributed before the registration of the sha

4 4 re capital increase. 4 Series E Shares will be entitled to a dividend from the profit-sharing, which will be available for distribution for the year 2014, ie from 1 January 2014 to 31 December Series E shares will be acquired in accordance with Art point 1 of the Code of Commercial Companies in a private placement directed to one of the partners, it is Conspole Holdings Limited, based in Limassol, Cyprus, having an address: Spatharikou 5, Mesa Geitonia, 4004, Limassol, Cyprus, registered under number HE the register of companies and forced the board, led by the Minister of Commerce, Industry and Tourism of Cyprus The issue price of the shares of Series E is 0.51 zł (fifty one cents), which was approved by the Supervisory Board Planet Soft SA based in Wroclaw The Board Planet Soft SA of Wrocław conclude an agreement to acquire shares of Series E no later than , the (twenty-seventh day of October two thousand fourteen years.) Series E Shares will not have any form of documents and will be dematerialized in accordance with the provisions of the Act of 29 July 2005 on trading in financial instruments (Journal of Laws of 2005 No. 183, item. 1538, as amended. Amended. ) and in accordance with Resolution No. 11 of the Extraordinary General Meeting of Planet Soft SA of Wrocław dated 15 April 2014 concerning the consent to apply for the marketing of the Alternative Trading System (NewConnect) and dematerialisation of shares Management Board Planet Soft SA of Wrocław off entirely pre-emptive right of series E shares vested existing shareholders Planet Soft SA based in Wroclaw, which has agreed Supervisory Board Planet Soft SA of Wrocław. The rationale for depriving existing shareholders pre-emptive rights of new shares of series E is the fact that the exclusion occurs in the interest of the Company and is dictated by the need to raise funds necessary to finance operations and investment projects of the Company. Following an offer to acquire shares of a particular company in a private placement Board will have the opportunity to negotiate directly with the interested shareholder value creation of the Company Resolution shall enter into force on the date of registration in the register of entrepre

5 5 neurs amendments to the Statute arising from: ) of Resolution No. 9 of the Extraordinary General Meeting of Planet Soft SA based in Wroclaw, zaprotokołowanej notarized in the local Chancellery (Rep. A No. 6118/2014) of 15 April 2014 on the addition of art. 6a and amendments to the Articles of the Company, ) Resolution No. 1 of the Board Planet Soft SA of Wrocław on 27 May 2014 on the share capital increase within the framework of the authorized capital, in the form of zaprotokołowanej notelocal government entities in the Chancellery (Rep. A No. 8307/2014) of 27 May Resolution No. 2 Planet Soft SA Management Board based in Wroclaw of 22 July 2014 on amendments to the Statute of the Company 1 In connection with the increase of the share capital of the Company, made the above Resolution No. 1, Art. Sixth paragraph. 1 of the Articles of Association of the Company shall read as follows: "1 The share capital amounts to 566, zł (five hundred sixty-six thousand eight hundred and four gold fifty cents) and is divided into 5,668,045 (5,668,045) shares with a nominal value of 0.10 zł (ten cents) each, including: a 2,000,000 (two million) registered preferred series of consecutive numbers from 000,000,001 to 2,000, b 1,000,000 (one million) ordinary bearer series B shares numbered from 000,000,001 to 1,000, c 418,045 (four hundred and eighteen thousand and forty-five) ordinary bearer shares of series C shares numbered from C (one) to C , d 1,125,000 (1,125,000) ordinary shares of series D bearer shares numbered from D (one) to D , - e 1,125,000 (1,125,000) ordinary bearer series E shares numbered from E (one) to E 1,125,000.. "

6 6 2 The Board Planet Soft SA based in Wroclaw, in connection to the resolution authorizes the Supervisory Board, to determine the uniform text of the Articles of Association of the Company This Resolution shall come into force on the date of registration in the commercial register of the Statute changes resulting from: ) of Resolution No. 9 of the Extraordinary General Meeting of Planet Soft SA based in Wroclaw, zaprotokołowanej notarized in the local Chancellery (Rep. A No. 6118/2014) of 15 April 2014 on the addition of art. 6a and amendments to the Articles of the Company, ) Resolution No. 1 of the Board Planet Soft SA of Wrocław on 27 May 2014 on the share capital increase within the framework of the authorized capital, in the form of zaprotokołowanej notelocal government entities in the Chancellery (Rep. A No. 8307/2014) of 27 May ***** To act altogether information of 22 July 2014, corresponding to the write-off of the current registry (KRS ), with the assurance that the disclosed records are up to date, which shows that Hubert Zbigniew Wochyński is Chairman of the Board single Planet Soft SA based in Wroclaw ***** CLAT of the increased share capital by the amount of 225,000 zł (two hundred twenty-five thousand zloty) was taken in the preparation of the minutes of the Extraordinary General Meeting of Planet Soft SA of Wrocław dated 15 April 2014, zaprotokołowanego in the form of a notarial deed in the local Chancellery (Rep. A No. 6118/2014)