Legal basis: Art. 56 clause 1 clause 2 of the Act on the offer ? current and periodical information
The Executive Board of Quantum software S.A., based in Kraków (hereinafter: “Quantum software S.A.) informs that on 29th May, 2013 has received from shareholder “Quantum assets Sp. z o.o.” a document which shall request place indicated in the letter on the agenda of the next Annual General Meeting (21.06.2013 onwards) and the adoption of resolutions as follows:
Proposed resolution reported in the 14 point agenda:
“General Meeting of Shareholders decides to create a reserve fund for the amount of (__)used to finance the acquisition of its own shares, on which will be allocated funds:
- in amount (__)from (__),
- in amount (__) from (__),”
Proposed resolution reported in the 15 point agenda:
“In connection with the contents of Art.362 § 1, point 5) and point 8), Art. 393, point 6) and Art. 396 § 5 of the Code of Commercial Companies General Meeting of Shareholders resolves as follows:
- General Meeting authorizes the Management Board to acquire own shares for the purpose of (i) the redemption,(ii) acquisition financing transactions with others in the market, (iii) the quotation in the future management staff of the Company and its subsidiaries(iv) or for other reasons at the discretion of the Board after obtaining the relevant consent of the Supervisory Board, on the conditions and procedures specified in this resolution and to take all decisions and actions to acquire shares of the Company, including, in particular, to the conclusion of appropriate agreements with the brokerage house .
- This authorization applies to both ordinary bearer shares and registered shares of preferred stock. The Management Board is authorized to determine the rules for the acquisition of its own shares, to the extent not covered by this Resolution
- The Company may acquire its own shares as follows:
1) that the acquisition will result from the submission of bids for the Company’s shareholders by the Company of shares held by them, on the terms and conditions specified in the relevant messages,
2) the acquisition of shares referred to above will apply to shares whose nominal value does not exceed [__]% of the share capital of the Company as of [__] was reduced by the nominal value of own shares held by the Company on [__].
3) the acquisition of shares shall be made at a price determined by the Board but not more than [__] (PLN [__]) per ordinary share and at a price no higher than [__] (PLN [__]) per preference share,
4) The authorization to acquire own shares of the Company consists of the time until [___]
5) The amount of funds allocated for the acquisition of its own shares, including the total price of the purchase of its own shares plus the cost of acquisition shall not exceed [__] zł ([___] gold) and 00/100, which corresponds to the amount of the reserve fund established by the General Assembly for this purpose. “
Legal basis: Article 56. 1 point. 2 of the Act on Public Offering – current and periodic information; § 38 sec. 1 point. 5) Regulation of the Minister of Finance dated 19 February 2009 – on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the law of a non-member state (Journal of Laws of 2009 No. 33, item. 259)