MINUTES OF THE EXTRAORDINARY GENERAL MEETING

Transcription

1 Rep. A No. 6118/2014 On , the ( fifteenth April two thousand fourteen years ) at the Notary Notaries Tarkovsky Tarkovsky & Company partner, ul. Zaolziańskiej No. 4, held an of Planet Soft PLC of Wrocław ( regon , NIP ), having an address : Wroclaw, ul. Raclawicka No. 15/19, entered by the District Court for Wrocław-Fabryczna VI Economic Department of the national Court Register Register under the number KRS , which Tarkovsky Wit notary drew up this MINUTES OF THE EXTRAORDINARY GENERAL MEETING The of Planet Soft PLC of Wrocław opened CEO Hubert Zbigniew Wochyński, son of Zbigniew and Hedwig ( pesel XXXXXXXX ), residing xxxxxxxxxxxxxxxxxxxxxxxx, personally known to the notary, who proposed appointment of the Chairperson. - In order to choose the President of the Assembly taken more content following resolution: Resolution No. 1 on the election of Chairman of the Meeting Pursuant to art. 409 of the Commercial Companies Code, the Extraordinary General Meeting of the Planet Soft PLC, resolves as follows : The of the Company : of Wrocław as the Chairman of the of Hubert Zbigniew Wochyńskiego. --- The secret ballot 4,000,000 votes out of 2,000,000 shares, 0 votes abstained The Chairman stated that the resolution was adopted The President ordered the lining and signing the attendance list The Chairman stated that the Assembly represented a shareholder of the Company, it is Conspole Holdings Limited, based in Limassol, Cyprus, having its registered address : Spatharikou 5, Mesa Geitonia, 4004, Limassol, Cyprus registered under number HE in the register of companies and the board forced, kept by the Ministry of Commerce, Industry and Tourism of Cyprus, representing 2,000,000 (two million ) registered shares series A, which accounted for 4,000,000 ( four million) votes, representing % of the share capital acid The Chairman stated that the has been properly convened, subject to the formal requirements set - out in the Code of Commercial Companies and the Articles of Association, including through ad - not posted on the

2 2 Company's website and made available to the public -ing news Current Report No. ESPI and the EIB, so the Assembly is not capable of making resolutions The President ordered the adoption of a resolution to withdraw from the selection scrutineers Resolution No. 2 On the withdrawal of choice scrutineers The of Shareholders Planet Soft PLC, resolves as follows : The of the Company : Planet Soft PLC of Wrocław withdraws from the selection Scrutiny Committee, and the counting of votes entrusts a person designated by the Chairman of the Meeting. 0 votes abstained The Chairman stated that the resolution was adopted The President ordered the adoption of a resolution on the adoption of the agenda - row Resolution No. 3 on the adoption of the agenda The approves the following order of ob -rad : Opening of the Meeting Election of the Chairman of the Withdrawal from the selection scrutineers Validation of convening an Extraordinary General Assembly and its ability to adopt resolutions Adoption of the agenda of the General Meeting. 6 Adoption of a resolution on the dismissal of a member of the Supervisory Board of Michał Uherek Adoption of a resolution on the dismissal of a member of the Supervisory Board Paw -la Kowalczyk Adoption of a resolution on the dismissal of a member of the Supervisory Board

3 3 9 Adoption of a resolution on the appointment of a member of the Supervisory Board I - dwigi Bozena Wochyński Adoption of a resolution on the appointment of a Supervisory Board member Mark Wochyńskiego Adoption of a resolution on the appointment of a Supervisory Board member Adoption of a resolution on the consent by the Company on sale of the Company or its organized part Adoption of a resolution on the addition of art. 6a and change the com-pany's Articles of Association Adoption of a resolution authorizing the Supervisory Board to determine the uniform text of the Articles of Association Adoption of a resolution on the approval to apply for introduction to trading in the Alternative Trading System ( NewConnect ) and dematerialisation of shares Adoption of a resolution on the adoption of an incentive program for employees and Board members free applications Closing of the. -- This Resolution shall come into force upon its adoption votes abstained The Chairman stated that the resolution was adopted The President ordered the adoption of a resolution on the dismissal of a member of the Supervisory Board Michael Uherek Resolution No. 4 the dismissal of a member of the Supervisory Board Michael Uherek The of Shareholders Planet Soft PLC, acting pursuant to Art. 385 of the Code of Commercial Companies and art. 16 paragraph. 3 point. b Articles of Association of the Company, hereby resolves as follows : The of the Company : Planet Soft PLC of Wrocław uses a Supervisory Board member Michael Uherek ( pesel ) The secret ballot 4,000,000 votes out of 2,000,000 shares,

4 4 0 votes abstained The Chairman stated that the resolution was adopted The President ordered the adoption of a resolution on the dismissal of a member of the Supervisory Board of Paul Kowalczyk Resolution No. 5 the dismissal of a member of the Supervisory Board of Paul Kowalczyk The of Shareholders Planet Soft PLC, acting pursuant to Art. 385 of the Code of Commercial Companies and art. 16 paragraph. 3 point. b Articles of Association of the Company, hereby resolves as follows : The of the Company : Planet Soft PLC of Wrocław uses a Supervisory Board member Paul Kowalczyk ( pesel ) The secret ballot 4,000,000 votes out of 2,000,000 shares, 0 votes abstained Chairman stated that the resolution was adopted The President ordered the adoption of a resolution on the appointment of a Supervisory Board member Bozena Jadwiga Wochyński Resolution No. 6 on the appointment of a member of the Supervisory Board Bozena Jadwiga Wochyński The of Shareholders Planet Soft PLC, acting pursuant to Art. 385 of the Code of Commercial Companies and art. 16 paragraph. 3 point. b Articles of Association of the Company, hereby resolves as follows : The of the Company : Planet Soft PLC of Wrocław appoints a Supervisory Board member Bozena Jadwiga Wochyńską The secret ballot 4,000,000 votes out of 2,000,000 shares,

5 5 0 votes abstained The Chairman stated that the resolution was adopted The President ordered the adoption of a resolution on the appointment of a Supervisory Board member Mark Wochyńskiego. Resolution No. 7 on the appointment of a member of the Supervisory Board Mark Wochyńskiego The of Shareholders Planet Soft PLC, acting pursuant to Art. 385 of the Code of Commercial Companies and art. 16 paragraph. 3 point. b Articles of Association of the Company, hereby resolves as follows : The of the Company : Planet Soft PLC of Wrocław appoints a Supervisory Board member Mark Wochyńskiego The secret ballot 4,000,000 votes out of 2,000,000 shares, 0 votes abstained The Chairman stated that the resolution was adopted At this point abandoned a resolution on the cancellation of the third member of the Supervisory Board and the resolution on the appointment in a new member of the Board The President ordered the adoption of a resolution on the consent by the Company on the sale of the Company or its organ-ised parts Resolution No. 8 on the consent of the Company on the sale of the Company or its organized part The of Shareholders Planet Soft PLC, resolves as follows : of the Company : Planet Soft PLC, acting pursuant to Art. 393 paragraph 3 ) in conjunction with Art. 415 of the Commercial Companies Code, hereby approves the disposal by the Company of the Company or its organized parts by constituting a separate organisationally and financially area of operations of the Company. Sales in particular may be subject to claims of securities law, licenses, permits, copyrights and related rights, books and documents related to

6 6 of doing business Transition staff will be in accordance with art. 231 of the Labor Code. - 1 Implementation of the resolution, in particular, to set a date in which rhyme occurs divestiture or its organized part and make any factual and legal actions as may be necessary for the implementation of this resolution, entrusted to the Board Planet Soft PLC The Management Board shall be authorized also to determine the value and the sale price of the enterprise or its organized part of the enterprise votes abstained The Chairman stated that the resolution was adopted The President ordered the adoption of the resolution added art. 6a and changes in the Articles of Association of the Company. The Chairman noted that the following resolution is necessary to supplement the funds originating from the issuance of series C shares and in connection with the Program Incentive -tion referred to in Resolution No. 12 below Resolution No. 9 on the addition of art. 6a and the amendment of the Company The of Shareholders Planet Soft PLC, resolves as follows : The of the Company : adds art. 6a the art. 6 of the Articles of the Company having the following wording : - "6a. The Board Planet Soft PLC 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 share capital ".) ". --- The share capital increase within the Target Capital of - visit will be on the following principles : -- 1 ) 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 embraced - ne 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, - 3 ) the issue price of the Shares issued under the Target Capital mouth -

7 7 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, ) the resolution of the Board adopted pursuant to authorization granted in ni - important article replaces the Resolution of the General Assembly on capital increase, -- 5 ) 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 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 following - visions 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 votes abstained The Chairman stated that the resolution was adopted The President ordered the adoption of a resolution authorizing the Supervisory Board to determine the unified text Resolution No. 10 on the authorization of the Supervisory Board to establish a uniform text The of Shareholders Planet Soft PLC, resolves as follows : The of the Company : Planet Soft PLC based in Wroclaw, therefore undertaken on 15 April 2014, the resolutions of the Extraordinary General Meeting provide - are changing the Articles of Association, the Supervisory Board authorized the Company to establish uniform text of the Articles of Association of the Company

8 8 0 votes abstained The Chairman stated that the resolution was adopted The President ordered the adoption of a resolution on the approval to apply for marketing in the Alternative Trading Sys - tem ( NewConnect ) and dematerialisation of shares Resolution No. 11 on consent to apply for introduction to trading in the Alternative Trading System ( NewConnect ) and dematerialisation of shares Acting pursuant to Art. 12 paragraph 2 of the Act of 29 July 2005 public offering and the conditions for introducing financial instruments to the organized trading system and on public companies ( Journal of Laws 2005, No. 184, item. 1539, as amended. d. ) in connection with Art. 5 of the Act of 29 July 2005 on Trading in Financial Instruments (Journal of Laws 2005, No. 183, item. 1538, as amended. d. ), the Extraordinary General Congregation of the Company's Planet Soft PLC of Wrocław resolves what occurs : agrees to : a) applying for the introduction of the shares issued on the principles laid down in Art. 6a of the Articles of Association of the Company to organized trading Alternatives -tion Trading System ( NewConnect ), conducted on the basis of 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. ) by a Stock Exchange in Warsaw PLC ( WSE ) ---- b ) the deposit of shares issued under the terms of art. 6a of the Articles of Association of the Company to deposit with the investment firm, if necessary, c ) dematerialisation of shares issued under the terms of Art. 6a of the Articles of Association of the Company within the meaning of the Act of 29 July 2005 on Trading in Financial Instruments (Journal of Laws 2005, No. 183, item. 1538, as amended. d. ) authorizes the Board to : a) take all legal and other actions that will be amended to introduce screamed shares issued on the principles laid down in art. 6a of the Articles of Association of the Company to organized trading Alternatives -tion Trading System ( NewConnect ), conducted on the basis of 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. ), the company's Stock Exchange in Warsaw PLC b ) the deposit of shares issued under the terms of art. 6a of the Articles of Association of the Company to deposit with the investment firm, if necessary,

9 9 c ) take all legal and other actions aimed at dematerialisation of shares issued on the principles laid down in Art. 6a of the Articles of Association of the Company, d ) the conclusion of the National Depository for Securities (NDS ) contracts relating to the registration in the depository maintained by the National Depository for Securities issued under the terms of art. 6a of the Articles of Association of the Company, appro - not for art. 5 paragraphs. 8 of the Act of 29 July 2005 on trading in financial instruments (Journal of Laws of 2005 No. 183, item. 1538, as amended. Amended. ) votes abstained Chairman stated that the resolution was adopted The President ordered the adoption of a resolution on the adoption of an incentive program for employees and Board members Resolution No. 12 on the adoption of an incentive program for employees and members of the Board The of Shareholders Planet Soft PLC, resolves as follows : ( Objectives and themes of the resolution ) Given that the job of managing the Company and other employees has and will have a significant impact on the Company, its value and the value of shares in the share capital held by the shareholders, acting in the interests of the Company and its shareholders in terms of maximizing profits tion of investments in securities issued by the Company in order to create incentives and mechanisms that motivate these people to effectively manage the Company and / or effective work and under - litters of the Company's group, ensuring long-term growth of the Company, bearing in mind the need to stabilize the key managers of the Company and key employees, Over - ordinary General Meeting resolves to adopt a new program motivates wacyjny for members of the Management Board and employees ( " The program "or Pro- grams Incentive Scheme" ) ( Plan) 1 Creates the Incentive Program for employees and members of Behind - the government of the Company Under the Program, the Company will offer the Program Participants possibility of acquisition of the Company issued under the terms of Art. 6a of the Articles of Association of the Company in an amount not greater than 175,000 (one hundred and

10 10 seventy five thousand) ordinary bearer shares with a value of not more than 17,500 zł (seventeen thousand five hundred) ( The implementation of the Incentive Scheme ) 1 Incentive Program will be conducted in fiscal year Under the Program, the Program participants, will acquire the right to purchase from the Company shares of the Company, at a price equal to the par value of the shares ( Authorization for the Supervisory Board ) Within ninety (90 ) days from the date of adoption of this resolution, the Supervisory Board shall determine the detailed terms and conditions of the Incentive Scheme, taking into account the provisions of this Resolution votes abstained Chairman stated that the resolution was adopted ***** In view of the exhaustion of the order, the Chairman closed the session of the General Assembly In this protocol was completed ***** For the record submitted or altogether : -- 1 ) a statement, corresponding to the actual Registry (KRS ) to ensure that the disclosed records have not changed, ) list of shareholders Planet Soft PLC of Wrocław allowed to participate in the of shareholders On 15 th of April 2014, signed by the Board *****