Notice of the AGM
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.
Date and venue
The General Meeting will be held on June 17, 2008 at 10:00 at the Hotel Wilga at Przedwiośnie 16 street in Krakow.
Agenda
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.
Amendments to the Company’s Articles of Association
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.
The annual Report on the activities of the Supervisory Board 2007
I. Brief assessment of the company activities.
The Supervisory Board expresses its positive opinion on the company’s growth strategy based on its own product Qguar, partnership with SAP and foreign expansion. After 10 years of advanced development, Quantum’s Brand is well recognized as well in Poland as in Central Eastern Europe and is associated with advanced IT solutions for logistics and modern customer approach. In the Supervisory Board opinion essential is: (i) systematic sales increase within existing customers – what means stable Company’s economic foundation, (ii) signed contracts with companies such as Hoop, Jago and Roshen Confectionary Ukraine in 2007, what means good forecast for further development at international markets. In year 2007 was very important for the company because of the Company Stock Exchange debut and gaining new capital for constant company development. For Quantum, it is very important keep on track intensive investments in new technologies, innovative products and human capital, what can be accomplished through financial support of development and productive subsidiaries in Krakow and Ukraine.
II. Opinion of financial results in year 2007
The Supervisory Board expressed positive opinion on 2007 Financial Report. Financial Report was examined according to current law buy the independent auditor and the opinion was without restrictions. The board did not notify attentions and restrictions to the financial report. In the opinion of the Board, Quantum software SA reached very good financial results in 2007. the Company increased its sales revenue by 26% and increase of net profit by 35 %. Operational profit increased by 30% up to 1.966 thousands PLN. The balance sheet on 31st December 2007 shows on assets and liabilities sides sum of 17.018 thousands PLN, profit and loss statement in 2007 shows net profit 1.646 thousands PLN. Company’s financial results were achieved in changing labor market and under pressure of wages increase in IT sector. In the Board opinion the fact of 2007 forecast statement fulfillment means good economic situation of the Company.
III. Opinion of areas of risk and internal control system in the Company
The Supervisory Board made constant analysis of the risk area related to the Company’s activities and analysis of its risk management by the Quantum’s Management Board.
The most important risk area in recognized period were:
a) wages increase in IT sector
b) risk related to production of new software products;
c) risk related to increasing competition for clients and best specialists;
d) risk related to trade in foreign law and political changes;
e) risk of proper estimation long-term contracts;
f) risk of financial standing foreign contract party’s (the limitation in checking and monitoring).
The process of financial data preparation is automated and based on consolidated financial – accounting Quantum system. Data preparation in source systems is subject to formalized operational and acceptance procedures, which are competences of assigned persons. The Management Board and Senior Level Managers supervise specified activities area, processes and products. Key employees are responsible for creation, implementation, activities and monitor of working and effective internal control system and identification and risk control. Moreover, financial statement is subject to formal review and the Supervisory Board acceptance. In the Supervisory Board opinion internal control system is adopted to size and risk related to Company activities and adequate and effective Quantum’s risk management.
Quantum software Supervisory Board activities Report
In 2007, the Quantum software SA’s Supervisory Board held two meetings (19th March, 12th September), where five resolutions were adopted. The average frequency on session was 3 (three) person out of on 5 (five) members of the Supervisory Board.
The Supervisory Board supervised company’s operations on an ongoing basis. Main activities include:
monitoring and financial analysis of Company situation;
analyzing annual financial reports;
supervision on an ongoing Management Board work in current and planned Company activities;
formal- legal Supervisory Board activities.
During the meetings the Supervisory Board discussed:
examined Management Board activity report and financial report for 2006;
gave positive opinion on moving 2006 profit to Company’s Spare Capital;
adopted resolution in accepting Management Board to new term;
adopted two resolutions: Supervisory Board Regulation and Management Board Regulation;
positive opinion for First half 2007 Financial Report
adopted resolution in appointment of the certified auditor for investigation of the financial statements of the Company.
The Supervisory Board consist minimal required number of members. In the Board there is no distinguished committees, especially audit committee.
In 2007, the Supervisory Board was composed:
1. Leopold Kutyla – Chairman
2. Tomasz Polończyk – Vice Chairman
3. Henryk Gaertner – Member
4. Jerzy Majewski – Member
5. Ann Nadolska – Member
Resolutions passed
Legal grounds: Art. 56, sec 1 p 2 of the Act concerning public tenders – current and confident information.
The Management Board of Quantum software SA publishes, in the file attached, content of the resolutions which were passed at the Annual General Meeting of Shareholders held on 17 June 2008.
Resolutions only in Polish.