Referring to item 1 of the Meeting Agenda. RESOLUTION No. 1

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1 Draft Resolutions Asseco Poland SA seated in Rzeszów to be held on 26 November 2010 at 12:00 noon in Warsaw Referring to item 1 of the Meeting Agenda RESOLUTION No. 1 on election of Chairman of the General Meeting (hereinafter "Asseco"), acting on the basis of art. 409 of the Polish Commercial Companies Code (hereinafter "PCCC") and sec. 2 of the Bylaws of the General Meeting of Shareholders of Asseco, hereby elects Mr./Mrs.... as Chairman of the General Meeting. Referring to item 2 of the Meeting Agenda RESOLUTION No. 2 on election of the Returning Committee (hereinafter "Asseco"), acting on the basis 6 sec. 1 of the Bylaws of the General Meeting of Shareholders of Asseco, hereby elects the Returning Committee in the following composition: -... Member of the Returning Committee, -... Member of the Returning Committee, -... Member of the Returning Committee. 1

2 Referring to item 3 of the Meeting Agenda RESOLUTION No. 3 on adopting the agenda for the Extraordinary General Meeting of Shareholders (hereinafter "Asseco"), acting on the basis 9 sec. 6 of the Bylaws of the General Meeting of Shareholders of Asseco, hereby adopts the following agenda: 1. Opening of the General Meeting and election of the Chairman. 2. Determining whether the General Meeting was properly convened and whether it is able to pass resolutions, and election of the Returning Committee. 3. Adopting the agenda for the General Meeting. 4. Passing a resolution on the merger of Asseco Poland SA with the company Alatus Sp. z o.o. 5. Passing a resolution on the merger of Asseco Poland SA with the company Asseco Systems SA. 6. Passing a resolution on amending the provisions of of the Company's Articles of Association. 7. Passing a resolution on giving consent to the disposal of real estate. 8. Closure of the General Meeting. Referring to item 4 of the Meeting Agenda RESOLUTION No. 4 on the merger of Asseco Poland SA with the company Alatus Sp. z o.o. 1. The Extraordinary General Meeting of Shareholders of Asseco Poland SA seated in Rzeszów entered in the Register of Entrepreneurs maintained by the District Court in Rzeszów, XII Commercial Department of the National Court Register, under the number KRS (hereinafter "Asseco"), resolves as follows: 1. Acting on the basis of art. 506 of the Polish Commercial Companies Code (hereinafter "PCCC") the Extraordinary General Meeting of Shareholders adopts the merger of Asseco Poland SA acting as the Taking-over Company with Alatus Sp. z o.o. (limited liability company) 2

3 seated in Warsaw, entered in the Register of Entrepreneurs maintained by the District Court of the Capital City of Warsaw, XIII Commercial Department of the National Court Register, under the number KRS (hereinafter "Alatus") being the Acquired Company, to be effected pursuant to art. 492 item 1 of the PCCC, this is by transferring all the assets of Alatus to Asseco (hereinafter "Merger"). 2. According to art of the PCCC, the General Meeting approves the Plan of Merger of Asseco with Alatus, as agreed in writing between the Companies and signed on 31 August 2010 and subsequently announced in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) No. 178 (3536), item of 13 September 2010 ("Merger Plan"), which constitutes Appendix No. 1 to this Resolution. Because Asseco is the sole shareholder in the company of Alatus, holding all 1,520 shares with a par value of PLN 1000 (one thousand zlotys) each, representing 100% of the share capital of Alatus, the Merger shall be executed according to art. 515 and art of the PCCC, this is without increasing the share capital of Asseco and without exchanging shares of Alatus, being the Acquired Company, for shares of Asseco acting as the Takingover Company. The Management Board of Asseco is hereby authorized to take all the necessary actions in order to execute this Resolution. the date the Merger is registered in the Register of Entrepreneurs. Referring to item 5 of the Meeting Agenda RESOLUTION No. 5 on the merger of Asseco Poland SA with the company Asseco Systems SA 1. The Extraordinary General Meeting of Shareholders of Asseco Poland SA seated in Rzeszów entered in the Register of Entrepreneurs maintained by the District Court in Rzeszów, XII Commercial Department of the National Court Register, under the number KRS (hereinafter "Asseco Poland"), resolves as follows: 1. Acting on the basis of art. 506 of the Polish Commercial Companies Code (hereinafter "PCCC") the Extraordinary General Meeting of Shareholders adopts the merger of Asseco Poland SA acting as the Taking-over Company with Asseco Systems SA seated in Warsaw, entered in the Register of Entrepreneurs maintained by the District Court of the Capital City of Warsaw, XIII Commercial Department of the National Court Register, under the number KRS (hereinafter "Asseco Systems") being the Acquired Company, to be effected pursuant to art. 492 item 1 of the PCCC, this is by transferring all the assets of Asseco Systems to Asseco Poland (hereinafter "Merger"). 2. According to art of the PCCC, the General Meeting approves the Plan of Merger of Asseco Poland with Asseco Systems, as agreed in writing between the Companies and 3

4 signed on 20 May 2010 and subsequently announced in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) No. 150 (3508), item 9797 of 4 August 2010 ("Merger Plan"), which constitutes Appendix No. 1 to this Resolution. 3. The Merger shall be effected after all the approvals, permits and court decisions required by law have been obtained. Because Asseco Poland is the sole shareholder in the company of Asseco Systems, holding all 107,326,656 shares with a par value of PLN 1 (one zloty) each, representing 100% of the share capital of Asseco Systems, the Merger shall be executed according to art. 515 and art of the PCCC, this is without increasing the share capital of Asseco Poland and without exchanging shares of Asseco Systems, being the Acquired Company, for shares of Asseco Poland acting as the Taking-over Company. The Management Board of Asseco Poland is hereby authorized to take all the necessary actions in order to execute this Resolution. the date the Merger is registered in the Register of Entrepreneurs. Referring to item 6 of the Meeting Agenda RESOLUTION No. 6 on amending the provisions of of the Company's Articles of Association (hereinafter "Asseco"), acting on the basis of art. 430 and 5 of the Polish Commercial Companies Code and 2 sec. 4 item (8) of the Articles of Association of Asseco, resolves as follows: sections 1 and 2 of the Company's Articles of Association with the existing reading presented below: "1. The Company shall operate under the name of "ASSECO Poland" Spółka Akcyjna. 2. The Company may use the abbreviated name of "ASSECO Poland" SA." shall be replaced by the following: "1. The Company operates under the name of Asseco Poland Spółka Akcyjna. 2. The Company may use the abbreviated name of Asseco Poland SA." Other provisions of the Articles of Association of Asseco shall remain unchanged. 4

5 The Company's Supervisory Board is hereby authorized to determine the consolidated text of the Company's Articles of Association, taking into account the amendments resulting from this Resolution. the date when registered in the Register of Entrepreneurs. Referring to item 7 of the Meeting Agenda RESOLUTION No. 7 on giving consent to the disposal of real estate (hereinafter "Asseco"), acting on the basis of art. 393 item 4) of the Polish Commercial Companies Code (hereinafter "PCCC"), hereby gives consent to the disposal of undeveloped property which comprises the plot of land with the area of ha (two hectares ninety-one ares) numbered 196/4 on the map page 1, land registration number 36, located in the town of Małe Rudy, municipality of Szubin, county of Nakło n/notecią, entered in the land and mortgage register number KW maintained by the District Court in Szubin, IV Land and Mortgage Department, for the price not lower than the property's market value as determined by experts as well as not lower than the property's book value. 5