Legal grounds: Art. 56 sec 1 p 2 of the Act concerning public tenders ? current and periodical reports.
The Management Board of Quantum software SA?s, acting pursuant to Art. 399 sec 1 of the Commercial Companies Code and section XXIII p 3 Articles of Associations of the Company, hereby convenes for 17 June, at 10.00 a.m. Annual Meeting of Shareholders which will be held in Krakow in Wilga Hotel, at Przedwiośnie 16.
The Proposed agenda of the Meeting:
1. Opening of the Meeting
2. Election of the Returning Committee
3. Election of the Chairman of the General Meeting
4. Statement of validity of the General Shareholders’ Meeting’s convention and of the Meeting’s power to adopt resolutions.
5. Adoption of the Agenda.
6. Consideration
a) the Management Board report of the Company?s operations for 2007 and review of the annual financial statements in the fiscal year 2007.
b) Adoption of the resolution on the distribution of net profit for the fiscal year 2007.
c) Supervisory Board statement of approving Management Board report of the Company?s operations for 2007, review of the annual financial statements in the fiscal year 2007.
d) Review of Supervisory Board Report of the Company?s operations in 2007 and the Supervisory Board Report in the fiscal year 2007.
e) The Management Board opinion in accordance to non-participating shares for shareholders.
7. Adoption of the Resolutions
a) adoption of the annual financial statements and the Management Board’s report of the Company’s operations in the fiscal year 2007
b) Adoption of the resolution on the distribution of net profit for the fiscal year 2007
c) Adoption of the resolutions on approving the Management Board’s performance of their duties in 2007.
d) Adoption of the resolutions on approving the Supervisory Board’s performance of their duties in 2007
e) Adoption of Supervisory Board Report of the Company?s operations in 2007 and the Supervisory Board Report in the fiscal year 2007.
f) Authorization for the Management Board to enact unified Company?s Articles of Associations.
g) Transmission of the International Financial Reporting Standards (IFRS) in the Company
h) Adoption of the Warranty Program for 2008-2011 years
i) Conditional increase of the Quantum software capital, with excluding non-participating shares for shareholders, with rights to shares series D acknowledgment by subscription warranty owners, dematerialization of shares series D and introduction to regular market and changes in the Company?s Articles of Associations
j) Issuance of the Quantum software SA?s subscription warranties series A, with exclusion of recent shareholders rights to non-participating shares.
Company?s Management Board acting pursuant to Art.402 of the Commercial Companies Code, informs about proposed amendments in the Company?s Articles of Associations:
Point XI Articles of Associations of the Company hitherto existing sound:
?XI erased?
following sound added:
?XI.1 Conditional basic capital of the Company is not more than 22.050,00 Polish zloty and divided to not more than 44.100 of common shares series D, bearer Stock at the par value of 0.50 (fifty groszy).
2. The Aim of conditional basic capital increase is acknowledgment of rights taking over shares of series D by subscription warranty series A owner, issued by the Company based on Annual General Meeting of Shareholders Resolution on June 17th 2008.
3. Entitled holders shares series D are warranties owners, what is said in sec 2. Right to shares series D should be executed to 31st December 2013.?
The Management Board of the Company informs that the shareholders who submit deposit receipts issued as a confirmation of the ownership of Quantum software SA share and the number of deposited shares stating that the shares will be blocked until the end of the GM, will be entitled to participate in the AGM.
The deposit receipts mentioned above shall be submitted to the Company Secretary, in Krakow, Walerego Slawka 3A, by June 10th, 2008, by 15:00 hours. Shareholders may participate in the Meeting and exercise their voting right personally or by proxy. The proxy shall be in writing on pain of being invalid.
The list of Shareholders authorized to participate in the Meeting shall be displayed at the Company?s office from three working days prior to the Meeting.