Resolutions of the Annual General Meeting on August 7, 2019

The Board of LIVECHAT Software SA publishes the resolutions adopted by the Annual General Meeting on August 7, 2019.

DRAFT RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF LIVECHAT SOFTWARE SA CONVENED ON 7 AUGUST 2019

Resolution No. 1/2019

of the Annual General Meeting of Shareholders of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on election of the Chairperson of the General Meeting of Shareholders

Acting pursuant to Section 409(1) of the Code of Commercial Companies and Partnerships, the General Meeting of Shareholders of LIVECHAT Software Spółka Akcyjna decides as follows:

Article 1

After a vote in secret ballot, the Annual General Meeting of Shareholders elects Mariusz Ciepły the Chairperson of the General Meeting of Shareholders.

Article 2

The Resolution shall take effect upon adoption.

Resolution No. 2/2019

of the Annual General Meeting of Shareholders of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on election of the Vote-Counting Committee

The Annual General Meeting of Shareholders of LIVECHAT Software Spółka Akcyjna decides as follows:

Article 1

The following persons shall be members of the Vote-Counting Committee: 1. Szymon Klimczak 2. Robert Górski

Article 2

The Resolution shall take effect upon adoption.

Resolution No. 3/2019

of the Annual General Meeting of Shareholders of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on adoption of the agenda of the General Meeting of Shareholders

The Annual General Meeting of Shareholders of LIVECHAT Software Spółka Akcyjna decides as follows:

Article 1

The following agenda of the Annual General Meeting of Shareholders shall be adopted: Opening of the Annual General Meeting of Shareholders. Election of the Chairperson of the Annual General Meeting of Shareholders. Determination if the Annual General Meeting of Shareholders has been duly convened and is capable of adopting valid resolutions. Election of the Vote-Counting Committee. Adoption of the agenda of the Annual General Meeting of Shareholders. Consideration of the financial statements of LIVECHAT Software SA for the financial year started 1 April 2018 and ended 31 March 2019. Consideration of the consolidated financial statements of LIVECHAT Software Group of Companies for the financial year started 1 April 2018 and ended 31 March 2019. Consideration of the report of the Management Board on operations of LIVECHAT Software SA and LIVECHAT Software Group of Companies for the period of twelve months ended 31 March 2019. Consideration of the report of the Supervisory Board of LIVECHAT Software SA on assessment of the financial statements of LIVECHAT Software SA for the period from 1 April 2018 to 31 March 2019, on assessment of the consolidated financial statements of LIVECHAT Software Group of Companies for the period from 1 April 2018 to 31 March 2019, on assessment of the report of the Management Board on operations of LIVECHAT Software SA and LIVECHAT Software Group of Companies for the period from 1 April 2018 to 31 March 2019, and the report on operations the Supervisory Board of LIVECHAT Software SA for the period from 1 April 2018 to 31 March 2019. Adoption of resolutions on: approval of the financial statements of LIVECHAT Software SA for the financial year started 1 April 2018 and ended 31 March 2019, approval of the consolidated financial statements of LIVECHAT Software Group of Companies for the financial year started 1 April 2018 and ended 31 March 2019, approval of the report of the Management Board on operations of LIVECHAT Software SA and LIVECHAT Software Group of Companies for the period of twelve months ended 31 March 2019, approval of the report of the Supervisory Board of LIVECHAT Software SA on assessment of the financial statements of LIVECHAT Software SA for the period from 1 April 2018 to 31 March 2019, on assessment of the consolidated financial statements of LIVECHAT Software Group of Companies for the period from 1 April 2018 to 31 March 2019, on assessment of the report of the Management Board on operations of LIVECHAT Software SA and LIVECHAT Software Group of Companies for the period from 1 April 2018 to 31 March 2019, and the report on operations the Supervisory Board of LIVECHAT Software SA for the period from 1 April 2018 to 31 March 2019, distribution net profit of LIVECHAT Software SA for the financial year started 1 April 2018 and ended 31 March 2019, granting discharge to individual Members of the Management Board of LIVECHAT Software SA for the financial year started 1 April 2018 and ended 31 March 2019, granting discharge to members of the Supervisory Board of LIVECHAT Software SA for the financial year started 1 April 2018 and ended 31 March 2019, Closure of the Annual General Meeting of Shareholders.

Article 2

The Resolution shall take effect upon adoption.

Resolution No. 4/2019

of the Annual General Meeting of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on approval of the financial statements of LIVECHAT Software S.A. for the financial year started 1 April 2018 and ended 31 March 2019

Acting pursuant to Section 395(2)(1) of the Code of Commercial Companies and Partnerships, the Annual General Meeting of Shareholders decides:

Article 1

To approve the financial statements of LIVECHAT Software SA for the financial year started 1 April 2018 and ended 31 March 2019, comprising: introduction to the financial statements; balance sheet as at 31 March 2019 with the balance sheet total of PLN 60,273,004.83; income statement for the period from 1 April 2018 to 31 March 2019 revealing a net profit of PLN 56,983,913.68; statement of changes in equity for the period from 1 April 2018 to 31 March 2019 revealing equity as at the end of the period of PLN 53,400,903.64; cash flow statement revealing cash as at the end of the period of PLN 32,039,846.54; additional notes and explanations.

Article 2

This Resolution shall take effect upon adoption.

Resolution No. 5/2019

of the Annual General Meeting of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on approval of the consolidated financial statements of LIVECHAT Software Group of Companies for the financial year started 1 April 2018 and ended 31 March 2019

Acting pursuant to Section 395(5) of the Code of Commercial Companies and Partnerships, the Annual General Meeting of Shareholders decides:

Article 1

To approve the consolidated financial statements of LIVECHAT Software Group of Companies for the financial year started 1 April 2018 and ended 31 March 2019, comprising: introduction to the consolidated financial statements; consolidated statement of financial position as at 31 March 2019 with total assets and liabilities and shareholders’ equity of PLN 61,520,325; consolidated statement of comprehensive income for the period from 1 April 2018 to 31 March 2019 revealing comprehensive income of PLN 57,265,521; consolidated statement of changes in equity for the financial year from 1 April 2018 to 31 March 2019 revealing equity as at the end of the period of PLN 54,345,268; consolidated cash flow statement for the financial year from 1 April 2018 to 31 March 2019 revealing cash as at the end of the period of PLN 32,624,369; additional notes.

Article 2

This Resolution shall take effect upon adoption.

Resolution No. 6/2019

of the Annual General Meeting of Shareholders of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on approval of the report of the Management Board on operations of LIVECHAT Software SA and LIVECHAT Software Group of Companies for the period of twelve months ended 31 March 2019

Acting pursuant to Section 395(5) of the Code of Commercial Companies and Partnerships, the Annual General Meeting of Shareholders decides:

Article 1

To approve the report of the Management Board on operations of LIVECHAT Software SA and LIVECHAT Software Group of Companies for the period of twelve months ended 31 March 2019.

Article 2

This Resolution shall take effect upon adoption.

Resolution No. 7/2019

of the Annual General Meeting of Shareholders of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on approval of the report of the Supervisory Board of LIVECHAT Software SA on assessment of the financial statements of LIVECHAT Software SA for the period from 1 April 2018 to 31 March 2019, on assessment of the consolidated financial statements of LIVECHAT Software Group of Companies for the period from 1 April 2018 to 31 March 2019, on assessment of the report of the Management Board on operations of LIVECHAT Software SA and LIVECHAT Software Group of Companies for the period from 1 April 2018 to 31 March 2019, and the report on operations the Supervisory Board of LIVECHAT Software SA for the period from 1 April 2018 to 31 March 2019

The Annual General Meeting of Shareholders decides:

Article 1

To approve the report of the Supervisory Board of LIVECHAT Software SA on assessment of the financial statements of LIVECHAT Software SA for the period from 1 April 2018 to 31 March 2019, on assessment of the consolidated financial statements of LIVECHAT Software Group of Companies for the period from 1 April 2018 to 31 March 2019, on assessment of the report of the Management Board on operations of LIVECHAT Software SA and LIVECHAT Software Group of Companies for the period from 1 April 2018 to 31 March 2019, and the report on operations the Supervisory Board of LIVECHAT Software SA for the period from 1 April 2018 to 31 March 2019.

Article 2

This Resolution shall take effect upon adoption.

Resolution No. 8/2019

of the Annual General Meeting of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on distribution of net profit of LIVECHAT Software SA for the financial year started 1 April 2018 and ended 31 March 2019

Acting pursuant to Section 347 of the Code of Commercial Companies and Partnerships, with account taken of the request and the recommendation of the Management Board of LIVECHAT Software SA on distribution of net profit for the financial year started 1 April 2018 and ended 31 March 2019 and the positive opinion of the Supervisory Board, the Annual General Meeting of Shareholders decides as follows:

Article 1

Net profit for the financial year started 1 April 2018 and ended 31 March 2019 in the amount of PLN 56,983,913.68 (fifty-six million nine hundred and eighty-three thousand nine hundred and thirteen and 68/100 Polish zlotys) shall be distributed as follows: PLN 6,771,413.68 to the Company’s supplementary capital; PLN 50,212,500.00 to payment of dividends to shareholders; which means that dividend per share shall be PLN 1.95; with account taken of advances towards dividends for the financial year started 1 April 2018 and ended 31 March 2019, i.e. an advance in the amount of PLN 13,905,000 paid by the Company under Resolution of the Management Board No. 01/12/2018 of 4 December 2018 and an advance in the amount of PLN 13,905,000 paid under Resolution of the Management Board No. 01/07/2019 of 2 July 2019, the remaining dividends for the financial year started 1 April 2018 and ended 31 March 2019 shall be paid to shareholders in the amount of PLN 22,402,500.00, i.e. PLN 0.87 per share.

Article 2

The Record Date shall be 14 August 2019 and the Payment Date shall be 21 August 2019.

Article 3

This Resolution shall take effect upon adoption.

Resolution No. 9/2019

of the Annual General Meeting of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2018 on granting discharge to Mr Mariusz Ciepły, President of the Management Board, for the financial year started 1 April 2018 and ended 31 March 2019

Acting pursuant to Section 395(2)(3) of the Code of Commercial Companies and Partnerships, the Annual General Meeting of Shareholders decides:

Article 1

To grant discharge to Mr Mariusz Ciepły, President of the Management Board, for the financial year started 1 April 2018 and ended 31 March 2019.

Article 2

This Resolution shall take effect upon adoption.

Resolution No. 10/2019

of the Annual General Meeting of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2018 on granting discharge to Ms Urszula Jarzębowska, Member of the Management Board, for the financial year started 1 April 2018 and ended 31 March 2019

Acting pursuant to Section 395(2)(3) of the Code of Commercial Companies and Partnerships, the Annual General Meeting of Shareholders decides:

Article 1

To grant discharge to Ms Urszula Jarzębowska, Member of the Management Board, for the financial year started 1 April 2018 and ended 31 March 2019.

Article 2

This Resolution shall take effect upon adoption.

Resolution No. 11/2019

of the Annual General Meeting of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on granting discharge to Mr Maciej Jarzębowski, Chairperson of the Supervisory Board, for the financial year started 1 April 2018 and ended 31 March 2019

Acting pursuant to Section 395(2)(3) of the Code of Commercial Companies and Partnerships, the Annual General Meeting of Shareholders decides:

Article 1

To grant discharge to Mr Maciej Jarzębowski, Chairperson of the Supervisory Board, for the financial year started 1 April 2018 and ended 31 March 2019.

Article 2

This Resolution shall take effect upon adoption.

Resolution No. 12/2019

of the Annual General Meeting of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on granting discharge to Mr Michał Markowski, Member of the Supervisory Board, for the financial year started 1 April 2018 and ended 31 March 2019

Acting pursuant to Section 395(2)(3) of the Code of Commercial Companies and Partnerships, the Annual General Meeting of Shareholders decides:

Article 1

To grant discharge to Mr Michał Markowski, Member of the Supervisory Board, for the financial year started 1 April 2018 and ended 31 March 2019.

Article 2

This Resolution shall take effect upon adoption.

Resolution No. 13/2019

of the Annual General Meeting of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on granting discharge to Mr Marcin Mańdziak, Member of the Supervisory Board, for the financial year started 1 April 2018 and ended 31 March 2019

Acting pursuant to Section 395(2)(3) of the Code of Commercial Companies and Partnerships, the Annual General Meeting of Shareholders decides:

Article 1

To grant discharge to Mr Marcin Mańdziak, Member of the Supervisory Board, for the financial year started 1 April 2018 and ended 31 March 2019.

Article 2

This Resolution shall take effect upon adoption.

Resolution No. 14/2018

of the Annual General Meeting of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on granting discharge to Mr Jakub Sitarz, Member of the Supervisory Board, for the financial year started 1 April 2018 and ended 31 March 2019

Acting pursuant to Section 395(2)(3) of the Code of Commercial Companies and Partnerships, the Annual General Meeting of Shareholders decides:

Article 1

To grant discharge to Mr Jakub Sitarz, Member of the Supervisory Board, for the financial year started 1 April 2018 and ended 31 March 2019.

Article 2

This Resolution shall take effect upon adoption.

Resolution No. 15/2019

of the Annual General Meeting of LIVECHAT Software Spółka Akcyjna with its registered office in Wrocław of 7 August 2019 on granting discharge to Ms Marta Ciepła, Member of the Supervisory Board, for the financial year started 1 April 2018 and ended 31 March 2019

Acting pursuant to Section 395(2)(3) of the Code of Commercial Companies and Partnerships, the Annual General Meeting of Shareholders decides:

Article 1

To grant discharge to Ms Marta Ciepła, Member of the Supervisory Board, for the financial year started 1 April 2018 and ended 31 March 2019.

Article 2

This Resolution shall take effect upon adoption.