Regulatory Filings

110/2008

Draft resolutions of the Extraordinary General Meeting of Shareholders of Asseco Poland SA

Rzeszów, 23 December 2008

The Management Board of Asseco Poland SA ("the Company") discloses in public the draft resolutions of the Company's Extraordinary General Meeting of Shareholders to be held on 7 January 2009 at 10:00 a.m. at the Hyatt Regency Warsaw hotel, address: 23 Belwederska Str., 00-761 Warsaw.

 110_2008__zalacznik_projekty_uchwal_en.doc

Draft of resolutions of the ESM - 7 January 2009

109/2008

Acquisition of shares in update4u Software AG by subsidiary Asseco Germany SA

Rzeszów, 19 December 2008

The Management Board of Asseco Poland SA ("Asseco") informs the Company was notified today that subsidiary Asseco Germany SA, in which Asseco holds 99.97% of the share capital and the same voting interest, signed an agreement for acquisition of shares (the "Agreement") in company update4u Software AG seated in Karlsruhe, Amalienbadstr. 36, 76227 Karlsruhe, Germany, entered in the commercial register of the District Court in Karlsruhepod, under the number HRB 110856, ("update4u"). 

The Agreement was concluded on 18 December 2008 between Asseco Germany SA and two natural persons being shareholders of update4u, and company update4u of the third part.

Asseco Germany SA purchased 165,000 shares representing 60% of the share capital and the same voting interest in update4u, for the price of EUR 4.8 million (four million eight hundred thousand euros). The Agreement also determines additional payments to be made provided update4u achieves the financial results assumed for the years 2009 and 2010. update4u plans to generate a net profit of EUR 1.3 million for 2009.

update4u was established 8 years ago. At present the company is one of the leading German producers of software concentrating basically on IT Management Software. The product portfolio of update4u is complementary to the business offer of matrix42, another German company incorporated in the group of Asseco.

Customers of update4u include either medium-sized enterprises and large companies such as Brose, Deutsche Bahn, Deutsche Post, Dräxlmaier, R+V Versicherungen, Toll Collect and TDS, Wincor Nixdorf, and Swisscom IT Services.

The company has 60 highly qualified employees.

Neither Asseco Poland SA nor any members of its management and supervisory staff have any connections with the company update4u, the sellers of shares in update4u or with its management staff.

The acquisition of shares was financed with own funds of Asseco Germany SA.

The acquired shares constitute over 20.00% of the update4u share capital, hence they are deemed assets of substantial value as understood by § 2 sect. 1 item 52 and sect. 5 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005.

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108/2008

Concluding a significant agreement with ZUS

Rzeszów, 17 December 2008

The Management Board of Asseco Poland SA informs that on 16 December 2008 Asseco Poland SA concluded with the Social Insurance Institution (ZUS) a Supplementary Agreement no. 7 to the Agreement for design and execution of the Comprehensive IT System for the Social Insurance Institution as well as for setting the utility software into operation at the Social Insurance Institution that was originally signed on 10 October 1997.

The subject of the Supplementary Agreement no. 7 is modification, development and maintenance of software operating under the Comprehensive IT System which has been so far provided as well as preparation of design documentation and provision of services related to the implementation of the Comprehensive IT System at the ZUS Headquarters and area branches.

The Supplementary Agreement no. 7 has been concluded for the period from 1 January 2009 to 10 October 2010.

The Agreement shall be executed based on separate work orders placed by ZUS and accepted by Asseco Poland SA. The subject, execution deadline and payment for each order shall be determined by both the parties in accordance with the above-mentioned agreement. Net budget available under the agreement amounts to PLN 191,500,000. 

The agreement stipulates the contractual penalties for failure to meet the execution deadlines specified in particular orders, which shall amount to 0.2% of remuneration or license fees payable for each day of delay in execution of the subject of an order by Asseco Poland SA.

The total net remuneration payable to Asseco Poland SA under all the agreements concluded with the Social Insurance Institution during the last 12 months shall amount to PLN 387,400,000 (three hundred and eighty-seven million and four hundred thousand zlotys).

The agreements have been collectively deemed significant because the total net remuneration for execution of those agreements exceeds 10% of the shareholders’ equity of Asseco Poland SA.

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107/2008

Commercial Union OFE BPH CU WBK exceeds 10% voting interest

Rzeszów, 17 December 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 16 December 2008 the Company was notified by Commercial Union Open Pension Fund BPH CU WBK ("CU OFE") about its acquisition of shares in Asseco Poland SA. The transaction was settled on 10 December 2008 and thereby CU OFE surpassed the threshold of 5% of the total votes at the Company's General Meeting of Shareholders.

Before the above-mentioned transactions, as at 9 December 2008, CU OFE held 7,301,484 shares in Asseco Poland SA, which represented 9.41% of the Company's share capital and entitled to 7,301,484 votes or 9.41% of the total number of votes at the Company's General Meeting of Shareholders.

Following execution and settlement of the above-mentioned transactions, this is as at 10 December 2008, CU OFE held 8,001,484 shares in Asseco Poland SA, which represented 10.32% of the Company's share capital and entitled to 8,001,484 votes or 10.32% of the total number of votes at the Company's General Meeting of Shareholders. 

The nature of this acquisition is a portfolio investment. CU OFE admits that further increase of shareholding in the Company is possible during the next 12 months from the date of submitting this notification, in order to maximize the level of safety and profitability of the open pension fund portfolio investments. 

Concurrently, CU OFE informs that pursuant to the Law on organization and functioning of pension funds as well as detailed regulations issued by operation of this law, the shareholding of CU OFE may not be higher than 20% of the Company's share capital. On the other hand the Fund does not preclude a possibility of disposal of those shares in the case of a substantial appreciation in their value or an increase of risk factors related to that investment.

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106/2008

Registration of subsidiary Asseco East

Rzeszów, 16 December 2008

The Management Board of Asseco Poland SA ("Asseco") informs that on 15 December 2008 it was notified that on 5 December 2008 the Municipal Executive Committee of Minsk, Belarus, registered the subsidiary company Asseco East, whose share capital is 100 percent owned by Asseco Poland SA, in the state register of legal persons and business activity, under the number 191092892. The share capital of Asseco East amounts to USD 20,000. 

The company's seat is registered at 88 Surganova Str., Minsk, Republic of Belarus.

The company's Management Board is composed of 2 persons, namely Roman Ustinov and Piotr Szukalski.

The scope of Asseco East business are capital investments in IT companies as well as provision of IT services in Belarus.

The shares purchased by Asseco in Asseco East constitute 100% of share capital of Asseco East, and as such they are deemed assets of substantial value as understood by art. 2 sect. 1 item 52 and sect. 5 of the Regulation of the Minister of Finance, dated 19 October 2005, on current and periodic information to be submitted by issuers of securities.

105/2008

Sale of treasury shares

Rzeszów, 12 December 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 12 December 2008 the Company sold a portion of its treasury shares. The subject of disposal were 900,000 (nine hundred thousand) shares with a par value of PLN 1.00 each, in two tranches of shares (the "Shares"). The shares were offered in a private placement to a limited number of institutional investors.

The Shares constituted a portion of 11,611,450 treasury shares that Asseco Poland SA acquired by universal succession as a result of the merger with Prokom Software SA on 1 April 2008.
Average selling price per share amounted to PLN 45 (forty-five zlotys).

The shares sold represent 1.16% of the Company's share capital and the same voting interest at its General Meeting of Shareholders.

As a result of both disposals effected on 9 and 12 December 2008, the Company disposed in aggregate 2,300,000 shares representing 2.97% of its share capital.

At present the Company holds 9,311,450 treasury shares representing 12.00% of its share capital and entitling to 12.00% of the total number of votes at its General Meeting of Shareholders.

Concurrently, the Company obliged itself that, without the prior written approval of UniCredit CAIB Poland SA (which provides brokerage services to the Company), in the period of 6 months following settlement of the disposal transaction the Company:
a)     will not offer disposal of the Company's existing shares, will not announce an intent to sell its existing shares, will not sell its existing shares, nor will it take any actions which would lead or might lead to disposal of such shares,
a)     will not offer any new shares of the Company, will not announce an intent to issue any new shares, will not issue any new shares, nor will it take any actions which would aim or might aim at issuance of new shares of the Company,
c)     will not issue or sell any securities convertible to the Company's shares or securities which would entitle to acquisition of the Company's new or existing shares, and
d)     will not conduct any transactions (including transactions involving derivative instruments) producing results similar to issuance of the Company's new shares or disposal of the Company's existing shares.
The funds obtained from the conducted transactions, net of the disposal-related expenses and tax payable, shall be used to finance further acquisitions of information technology companies.

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104/2008

Sale of treasury shares

Rzeszów, 10 December 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 9 December 2008 the Company sold a portion its treasury shares. The subject of disposal were 1,400,000 (one million four hundred thousand) shares with a par value of PLN 1.00 each, in two tranches of 700,000 shares (the "Shares").

The Shares constituted a portion of 11,611,450 treasury shares that Asseco Poland acquired by universal succession as a result of the merger with Prokom Software SA on 1 April 2008.
Average selling price per share amounted to PLN 45 (forty-five zlotys).
The Shares represent 1.8% of the Company's share capital and the same voting interest at its General Meeting of Shareholders.

The treasury shares were disposed in fulfilment of the obligation under art. 363 § 4 of the Polish Commercial Companies Code, in order to ensure protection of minority shareholders.
The objective of the treasury shares disposal was, in line with earlier announcements, to promptly raise funds necessary to finance the nearest acquisitions of IT companies operating in West Europe. Such actions result from the business strategy of Asseco Poland SA to build an international group of profitable companies producing and providing IT solutions.

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103/2008

Convening the Extraordinary General Meeting of Shareholders

Rzeszów, 5 December 2008 

The Management Board of Asseco Poland SA with the seat at Al. Armii Krajowej 80, 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 0000033391 (the "Company"), informs about convening the Extraordinary General Meeting of Shareholders (the "General Meeting") to be held on 7 January 2009 at 10:00 a.m. at the Hyatt Regency Warsaw, address: ul. Emilii Plater 23, 00-761 Warsaw.

Agenda for the General Meeting:
1.    Opening of the Extraordinary General Meeting of Shareholders.
2.    Electing the Chairman of the General Meeting.
3.    Determining whether the General Meeting was properly convened and whether it is able to pass resolutions.
4.    Adopting the agenda for the General Meeting.
5.    Passing a resolution on the Company’s merger with Systemy Informacyjne Kapitał SA seated in Warsaw.
6.    Passing resolutions on changing the composition of the Supervisory Board.
7.    Passing resolutions on amending § 5, § 8, § 10 sect. 2, § 14 sect. 15.1, § 19 sect. 2 of the Company’s Articles of Association.
8.    Passing a resolution on amending the Regulations for the General Meeting of Shareholders.
9.    Closing the General Meeting.
The Company's Management Board, acting pursuant to art. 402 § 2 of the Commercial Companies Code, discloses in public the existing and proposed texts of the Company's Articles of Association: 
§ 5 of the Articles of Association – existing reading:
"1.    The scope of Company's business operations shall include:
1.1    Reproduction of computer media (PKD – Polish Classification of Business Activities –     22.33.Z);
1.2    Manufacture of computers and other information processing equipment (PKD 30.02.Z); 
1.3    Other electrical installation (PKD 45.31.D);
1.4    Wholesale of office machinery and equipment (PKD 51.64.Z);
1.5    Other specialized wholesale (PKD 51.70.A);
1.6    Other not specialized wholesale (PKD 51.70.B);
1.7    Retail sale of furniture, office equipment, computers and telecommunication equipment         (PKD 52.48.A);
 
1.8    Data transmission and communication (PKD 64.20.C);
1.9    Letting of own property (70.20.Z);
1.10    Renting of office machinery and equipment (PKD 71.33.Z);
1.11    Hardware consultancy (PKD 72.10.Z);
1.12    Software consultancy and supply (PKD 72.20.Z);
1.13    Data processing (PKD 72.30.Z);
1.14    Database activities (PKD 72.40.Z);
1.15    Maintenance and repair of office, accounting and computing machinery (PKD 72.50.Z);
1.16    Other computer related activities (PKD 72.60.Z);
1.17    Research and experimental development on engineering (PKD 73.10.G);
1.18    Business and management consultancy activities (PKD 74.14.B);
1.19    Business management and administration (PKD 74.14.B);
1.20    Management activities of holding companies (PKD 74.15.Z);
1.21    Advertising (PKD 74.40.Z);
1.22    Adult and other education not elsewhere classified (PKD 80.42.Z);
1.23    Leasing (PKD 65.21.Z);
1.24    Repair and maintenance of electrical equipment (PKD 2007 33.14.Z);
1.25    Installation of industrial machinery and equipment (PKD 2007 33.20.Z); 
1.26    Plumbing, heat and air-conditioning installation (PKD 2007 43.22.Z)."
§ 5 of the Articles of Association shall be amended as follows:
"1.    The scope of Company's business operations shall include:
1.1    Reproduction of recorded media (PKD 18.20.Z);
1.2    Manufacture of computers and peripheral equipment (PKD 26.20.Z);
1.3    Installation of industrial machinery and equipment (PKD 33.20.Z);
1.4    Other information technology and computer service activities (PKD 62.09.Z);
1.5    Electrical installation (PKD 43.21.Z);
1.6    Wholesale of computers, computer peripheral equipment and software (PKD 46.51.Z);
1.7    Wholesale of electronic and telecommunications equipment and parts (PKD 46.52.Z);
1.8    Wholesale of other office machinery and equipment (PKD 46.66.Z);
1.9    Non-specialised wholesale trade (PKD 46.90.Z);
 
1.10    Retail sale of computers, peripheral units and software in specialised stores (PKD 47.41.Z);
1.11    Retail sale of telecommunications equipment in specialised stores (PKD 47.42.Z);
1.12    Retail sale of furniture, lighting equipment and other household articles in specialised stores (PKD 47.59.Z);
1.13    Wired telecommunications activities (PKD 61.10.Z);
1.14    Wireless telecommunications activities, except satellite telecommunications (PKD 61.20.Z);
1.15    Renting and operating of own or leased real estate (PKD 68.20.Z);
1.16    Renting and leasing of office machinery and equipment, including computers (PKD 77.33.Z);
1.17    Computer programming activities (PKD 62.01.Z);
1.18    Information technology consultancy activities (PKD 62.02.Z);
1.19    Other information technology and computer service activities (PKD 62.09.Z);
1.20    Computer facilities management activities (PKD 62.03.Z);
1.21    Data processing, hosting and related activities (PKD 63.11.Z);
1.22    Publishing of books (PKD 58.11.Z);
1.23    Publishing of newspapers (PKD 58.13.Z);
1.24    Publishing of journals and periodicals (PKD 58.14.Z);
1.25    Other publishing activities (PKD 58.19.Z);
1.26    Other software publishing (PKD 58.29.Z);
1.27    Web portals (PKD 63.12.Z);
1.28    Repair and maintenance of machinery (PKD 33.12.Z);
1.29    Repair and maintenance of computers and peripheral equipment (PKD 95.11.Z);
1.30    Other information technology and computer service activities (PKD 62.09.Z);
1.31    Other research and experimental development on natural sciences and engineering         (PKD 72.19.Z);
1.32    Business and other management consultancy activities (PKD 70.22.Z);
1.33    Educational support activities (PKD 85.60.Z);
1.34    Business and other management consultancy activities (PKD 70.22.Z);
1.35    Activities of financial holding companies (PKD 64.20.Z);
1.36        Activities of head offices and holding companies, excluding financial holdings (PKD 70.10.Z);
1.37    Representation in sale of space for advertising in printed media (PKD 73.12.B);
1.38    Representation in sale of time and space for advertising in electronic media (Internet)         (PKD 73.12.C);
1.39    Adult and other education not elsewhere classified (PKD 85.59.B);
1.40    Financial leasing (PKD 64.91.Z)."

§ 8 of the Articles of Association, with the existing reading presented below, shall be deleted:
"1. Shares are transferable. Disposal of registered shares shall require the consent of the Management Board. In case the consent to dispose the registered shares is refused, the Management Board shall indicate the buyer of shares within one month from the date when the request to give such consent was submitted to the Management Board.
2. In case of refusal to give consent, as contemplated in § 8 section 1, the price of shares shall be determined at the level specified in a agreement between shareholder and buyer and shall be paid by the buyer indicated by the Company's Management Board, by bank transfer to the seller's bank account, within 14 days of the date of concluding the agreement.
3. In the event when the Management Board fails to indicate the buyer of shares in the deadline specified in § 8 section 1, or when the buyer indicated by the Management Board does not conclude an agreement for acquisition of shares in two weeks' time after the shareholder proposed to do so, or when the buyer fails to perform under such agreement for acquisition of shares, then the registered shares may be disposed without further restrictions."

§ 10 sect. 2 of the Articles of Association – existing reading:
"The share capital may be increased through issuance of new registered or bearer shares. Newly issued registered shares may be privileged according to the provisions of these Articles of Association. The share capital may also be increased through allocation of funds from the reserve capital or other reserve capitals as determined by a resolution of the General Meeting of Shareholders. The share capital may decreased by reducing the par value of shares or by retiring a portion of shares."

§ 10 sect. 2 of the Articles of Association shall be amended as follows:
"The share capital may be increased through issuance of new bearer shares. The share capital may also be increased through allocation of funds from the reserve capital or other reserve capitals as determined by a resolution of the General Meeting of Shareholders. The share capital may decreased by reducing the par value of shares or by retiring a portion of shares."

§ 14 sect. 15.1 of the Articles of Association – existing reading:
"The Company may be represented by President of the Management Board acting independently, or by two Vice Presidents or one Vice President with another Member of the Management Board acting jointly."

§ 14 sect. 15.1 of the Articles of Association shall be amended as follows:
"The Company may be represented by President of the Management Board acting independently, or by two Vice Presidents acting jointly, or by one Vice President acting jointly with another Member of the Management Board or with a Proxy."

§ 19 sect. 2 of the Articles of Association, with the existing reading presented below, shall be deleted:
"Every announcement should also be posted at the Company's seat at a place accessible to all the Company's employees."

The shareholders holding bearer shares admitted to trading on the regulated market shall have the right to participate in the General Meeting provided they submit to the Company, not later than till 30 December 2008, 24:00 hours, the depositary certificates issued by the entities keeping such shareholders' securities accounts. 
Shareholders may participate in the General Meeting and exercise their voting rights personally or by proxies. A letter of proxy to participate in the General Meeting shall be deemed effective provided it is made in writing.
The list of shareholders entitled to participate in the General Meeting shall be displayed at the Company's seat during three business days before the General Meeting is held. Pursuant to art. 407 § 2 of the Commercial Companies Code, the copies of motions concerning matters included in the agenda shall be made available within one week prior to the General Meeting.
Registration of the shareholders entitled to participate in the General Meeting shall begin half an hour before the General Meeting is commenced.

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102/2008

Agreements for sale of shares in INSI Sp. z o.o. and KKI-BCI Sp. z o.o.

Rzeszów, 28 November 2008

The Management Board of Asseco Poland SA ("Asseco") informs that on 28 November 2008 Asseco entered into two agreements for sale of shares.   The agreements have been concluded with subsidiary company ABG SA seated in Warsaw, registered under the number KRS 0000263110 ("ABG"), in which Asseco Poland SA holds 100% of share capital. Before registration of a change in its corporate name on 30 October 2008, ABG company used to operate under the name of DRQ SA.

The subject of the first agreement is disposal of 12,880 (twelve thousand eight hundred and eighty) shares (the "INSI Shares") in the company Instytut Innowacji i Społeczeństwa Informacyjnego Sp. z o.o. ("INSI") with the seat at Al. Jerozolimskie 123A in Warsaw, registered by the District Court of the Capital City of Warsaw, XII Commercial Department of the National Court Register, under the number KRS 0000153300, VAT number: 526-268-57-34, REGON (statistical ID number): 015433196, with the fully paid up share capital of PLN 6,440,000. The INSI Shares represent 100% of the share capital of INSI.
The selling price of INSI Shares amounted to PLN 500,000 (five hundred thousand zlotys) and it shall be paid by ABG to Asseco till 31 March 2009.  
The second agreement concerned disposal of 708 (seven hundred and eight) shares (the "KKI-BCI Shares") in the company KKI-BCI Sp. z o.o. ("KKI-BCI") with the seat at ul. Kopernika 6 in Kraków, registered by the District Court for Kraków-Śródmieście, XI Commercial Department of the National Court Register, under the number KRS 0000114539, VAT number: 679-26-38-832, REGON (statistical ID number): 357194134, with the fully paid up share capital of PLN 354,000.
 The KKI-BCI Shares represent 100% of the share capital of KKI-BCI.
The selling price of KKI-BCI Shares amounted to PLN 500,000 (five hundred thousand zlotys) and it shall be paid by ABG to Asseco till 31 March 2009.  

The INSI Shares and KKI-BCI Shares subject to sale were considered assets of substantial value because they represented 100% of the share capitals of INSI and KKI-BCI.
Both INSI and KKI-BCI were incorporated into the Asseco Group as subsidiary companies following the merger between Asseco and ABG SA seated in Warsaw, company registration number KRS 0000049592, about which Asseco notified in its current report no. 84/2008 of 1 October 2008. Disposal of those companies in favour of ABG is a part of the common policy pursued by Asseco and its affiliates with the objective to streamline the competencies and resources within the Asseco Group.

Adam Góral, President of the Management Board of Asseco Poland SA, concurrently serves as 
Chairman of the Supervisory Board of ABG SA. 
Apart from that mentioned above, the Seller and members of its management and supervisory staff have no other connections with the Buyer or members of its management and supervisory staff.

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101/2008

Podpisanie planu połączenia ze spółką zależną Systemy Informacyjne KAPITAŁ S.A.

Rzeszów, 15 listopada 2008 r.

Zarząd Asseco Poland S.A. ("Asseco") informuje, że w dniu 14 listopada 2008 r. został uzgodniony i podpisany plan połączenia ze spółką Systemy Informacyjne KAPITAŁ z siedzibą w Gdańsku ("SI Kapitał") („Plan Połączenia”).

Połączenie obu spółek nastąpi na podstawie art. 492 § 1 pkt 1 KSH (połączenie przez przejęcie) przez przeniesienie całego majątku SI KAPITAŁ (jako spółkę przejmowaną) na Asseco (jako spółkę przejmującą) („Połączenie”). W wyniku połączenia SI KAPITAŁ zostanie rozwiązane bez przeprowadzenia likwidacji.

W związku z tym, że ASSECO posiada wszystkie akcje SI KAPITAŁ, połączenie zostanie przeprowadzone stosownie do art. 515 §1 Kodeksu spółek handlowych, tj. bez podwyższenia kapitału zakładowego Spółki Przejmującej.
Wraz z niniejszym raportem bieżącym Asseco przekazuje do publicznej wiadomości Plan Połączenia, sporządzony zgodnie z art. 499 § 1 KSH, wraz z dołączonymi dokumentami wskazanymi w art. 499 § 2 KSH. 

Połączenie stanowi realizację polityki Asseco Poland S.A. zakładającej uporządkowanie i uproszczenie struktury organizacyjno-prawnej w Grupie Kapitałowej. Oferowany przez SI KAPITAŁ  zintegrowany system o nazwie TRESUS - Treasury Support System uzupełnia ofertę produktową Asseco Poland skierowaną do sektora bankowo-finansowego, szczególnie w zakresie rozwiązań dedykowanych dla treasury.  

Załącznik - Plan połączenia

Podstawa prawna:
Zgodnie z § 56 ust 1 pkt 1 Ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych (Dz. U. 2005, nr 184, poz. 1539)

100/2008

Registration of merger of subsidiaries Asseco Systems SA and OptiX Polska Sp. z o.o.

Rzeszów, 3 November 2008

The Management Board of Asseco Poland SA seated in Rzeszów (the "Company") informs that on 3 November 2008 the District Court of the Capital City of Warsaw, XIII Commercial Department of the National Court Register, registered the merger between Asseco Systems SA (joint stock-company) seated in Warsaw, entered in the National Court Register under the number KRS 0000288727, and OptiX Polska  Sp. z o.o. (limited liability company) seated in Gdynia, entered in the National Court Register under the number KRS 0000046347 (the "Merger"). 

The Merger was executed on the basis of art. 506 of the Polish Commercial Companies Code (the "PCCC") and pursuant to art. 492 § 1 item 1 and art. 515 § 1 of the PCCC, this is by transferring all the assets of OptiX (which has earlier become a direct subsidiary of Asseco Poland SA following the merger of Asseco Poland SA and ABG SA, as notified in the current report no. 84/2008) to Asseco Systems in exchange for new shares to be issued by Asseco Systems and assigned to the sole shareholder of OptiX. In connection with issuance of the merger shares, the Court registered an increase of the share capital of Asseco Systems.

Furthermore, the Court registered an increase of that company's share capital in connection with the non-cash contribution of an organized part of enterprise made by Asseco Poland SA. The share capital was increased as a result of Resolution No. 6 of the Extraordinary General Meeting of Shareholders of Asseco Poland SA, dated 14 August 2008, on transfer of an organized part of its enterprise to Asseco Systems company.

At present the share capital of Asseco Systems amounts to PLN 107,326,656 and is divided into 107,326,656 shares with a par value of PLN 1 each. Asseco Poland SA is the sole shareholder in Asseco Systems SA. 

Before registration of the Merger and share capital increase, the share capital of Asseco Systems amounted to PLN 34,797,500 and was divided into 34,797,500 shares with a par value of PLN 1 each. Following registration of the increase, the share capital of Asseco Systems amounts to PLN 107,326,656 and is divided into 107,326,656 shares with a par value of PLN 1 each.

The Merger of Asseco Systems and OptiX as well as contribution of an organized part of enterprise to Asseco Systems are both seen as implementation of the joint strategy of Asseco Poland and its subsidiaries, with the objective to streamline the competencies and resources within the Asseco Group and to turn Asseco Systems into one of the leading IT companies engaged in provision of technical support and maintenance services of computer hardware and IT infrastructure.

Adam Góral – President of the Management Board of Asseco Poland SA concurrently serves as Member of the Supervisory Board of Asseco Systems; the remaining Supervisory Board Members are Renata Bojdo and Adam Pawłowicz. The Management Board of Asseco Systems is composed of President of the Management Board – Andrzej Jaskulski and Vice Presidents of the Management Board – Tadeusz Kij, Andrzej Retman, Maciej Gawlikowski, Rafał Gutkowski, and Witold Wiliński.

99/2008

Change in the corporate name and registered seat of subsidiary DRQ SA

Rzeszów, 31 October 2008

The Management Board of Asseco Poland SA informs that on 31 October 2008 the Company was notified that on 30 October 2008 the District Court for Kraków-Śródmieście, XI Commercial Department of the National Court Register, issued a decision on registration of a change in the corporate name and registered seat of subsidiary company DRQ SA whose share capital is 100% owned by Asseco Poland SA.
Since 31 October 2008, DRQ SA has operated under the name of:
ABG Spółka Akcyjna, with registered seat at Al. Jerozolimskie 123A, 02-017 Warsaw.

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98/2008

Modification of the quarterly report publication date

Rzeszów, 31 October 2008

The Management Board of Asseco Poland SA informs about changing the date for publication of the extended consolidated financial report of the Asseco Poland Group for the 3rd quarter of 2008.  The report will be published on 14 November 2008.
Originally, the quarterly report was scheduled to be published on 13 November 2008, as notified in the current report no. 7/2008 of 16 January 2008. 

97/2008

Numbers of shares in ABG SA and Asseco Poland SA held by DWS Polska TFI SA investment funds

Rzeszów, 30 October 2008

The Management Board of Asseco Poland SA ("Asseco") informs that on 30 October 2008 it was notified by Deutsche Bank AG, acting on behalf of DWS Polska TFI SA, about the numbers of shares in Asseco and ABG SA ("ABG") held by the investment funds managed by DWS Polska TFI SA.
Such information was served as a result of changes in the numbers of shares held in connection with the merger of Asseco Poland SA and ABG SA that took effect on 1 October 2008.

ABG SA 
Number of shares held before the change – 7,099,814 
Equity interest – 7.51%
Number of votes held – 7,099,814 
Voting interest – 7.51%

Number of shares held after the change – 0 
Equity interest – 0%
Number of votes held – 0 
Voting interest – 0%

Asseco Poland SA 
Number of shares held before the change – not applicable 
Equity interest – not applicable
Number of votes held – not applicable
Voting interest – not applicable

Number of shares held after the change – 886,508 
Equity interest – 1.14%
Number of votes held – 886,508
Voting interest – 1.14%

As a result of the merger between Asseco and ABG, the number of shares held in Asseco Poland SA by the investment funds managed by DWS Polska TFI SA increased on 16 October 2008 by 702,881 shares representing 0.92% of the total number of shares and votes of Asseco. Following the merger the above-mentioned investment funds hold 886,508 Asseco shares which constitute 1.14% of both equity and voting interest in Asseco Poland SA.

96/2008

Exact specification of the Company's share capital increase in connection with the merger with ABG SA

Rzeszów, 24 October 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 24 October 2008 it received a decision of the District Court in Rzeszów, XII Commercial Department of the National Court Register, dated 24 October 2008, whereby the Court registered the precise amount of the Company's share capital. Following this registration, the Company's share capital amounts to PLN 77,565,530 and is divided into 77,565,530 shares entitling to 77,565,530 votes at the General Meeting of Shareholders of Asseco Poland SA.
On 14 August 2008 the Extraordinary General Meeting of Shareholders, convened with the objective to conduct the Company's merger with ABG SA (the "Acquired Company"), passed a resolution on increasing the Company's share capital by the amount not higher than PLN 9,364,371 through issuance of up to 9,364,371 ordinary bearer shares of series H with a par value of PLN 1 (one zloty) each (the "Merger Shares"). 

The Merger Shares have been allotted to existing shareholders of the Acquired Company through the National Depository for Securities (the "NDS"), proportionally to the number of ABG shares owned, applying the exchange ratio determined in the Merger Plan as disclosed in public on 30 May 2008 (the current report no. 57/2008).

Having received information from the NDS on the final number of the Merger Shares assigned to shareholders of the Acquired Company, the Management Board, acting pursuant to art. 310 § 2 and 4 and in conjunction with art. 497 of the Polish Commercial Companies Code, submitted a statement specifying the exact amount of the Company's share capital. The final number of the Merger Shares equalled 6,272,550.

95/2008

Acquisition of shares in KAPITAŁ Information Systems SA by Asseco Poland SA

Rzeszów, 22 October 2008

The Management Board of Asseco Poland SA informs that today the Company signed an agreement for acquisition of shares (the "Agreement") in the company KAPITAŁ Information Systems SA with the seat at ul. Kartuska 228A/2, 80-125 Gdańsk, Poland, entered in the register of entrepreneurs of the National Court Register, under the number 0000140572 ("KAPITAŁ").

The Agreement was concluded between Asseco Poland SA and Banque Privée Espirito Santo SA with the seat at de Montchoisi 15, Lausanne, Switzerland, entered in the Public Commercial Register of the Canton Vaud, under the number Ch-550-0052623-0, as well as two natural persons as shareholders in KAPITAŁ company. 

The subject of the Agreement is acquisition of 2,018 (two thousand and eighteen) ordinary registered shares of series A, each with a par value of PLN 250 (two hundred and fifty zlotys), numbered from 0001 do 2018 (hereinafter the "Shares"), representing 100% of the share capital of KAPITAŁ, amounting to PLN 504,500 (five hundred and four thousand five hundred zlotys), and the same voting interest at the General Meeting of Shareholders.

The Shares in KAPITAŁ company were acquired from the following shareholders:
a/ 2,002 (two thousand and two) Shares from Banque Privée Espirito Santo SA; 
b/ 8 (eight) Shares from each of the two natural persons. 

The parties agreed that the Shares acquisition price shall be PLN 50,000,000.00 (fifty million zlotys) of which 50% shall be paid within 14 days of the Agreement effective date. Whereas, the remaining amount of PLN 25,000,000.00 (twenty-five million zlotys) has been split into two conditional instalments of PLN 12,500,000.00 (twelve million and five hundred thousand zlotys) payable till 30 July 2010 and 30 July 2011 respectively, on condition KAPITAŁ company fulfils its financial plans for the fiscal years 2009 and 2010 with regard to the amount of net profit of at least PLN 8,000,000.00 (eight million zlotys) a year.
Since 1996 KAPITAŁ company has been engaged in development of the teleinformation systems for management of liquidity and financial position at banks, financial institutions and enterprises.

KAPITAŁ employs 17 persons. The company offers professional transaction systems as well as financial management systems for Treasury Departments, intended either for centralized management and for integration of dispersed units within the organizational structure, which come together as the integrated Treasury Support System called TRESUS. These systems are complimentary to the Asseco's portfolio of products dedicated to the banking and financial sector, especially as far as the treasury department solutions are concerned. 
KAPITAŁ company has got quite an extensive reference list. Among the company’s clients are Bank Nordea, Raiffeisen Bank, Bank Millennium, PKO BP, BGŻ Bank, Getin Bank, and many more.
Neither Asseco Poland SA nor any members of its management and supervisory staff have any connections with the sellers of shares in KAPITAŁ company or with its management staff. 
The acquisition of shares was financed with own funds of Asseco Poland SA. 

The acquired shares constitute over 20.00% of share capital of KAPITAŁ company, hence they are deemed assets of substantial value as understood by § 2 sect. 1 item 52 and sect. 5 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005.

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94/2008

Change in the shareholding of AIG OFE in Asseco Poland SA

Rzeszów, 22 October 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 22 October 2008 the Company was notified that AIG Open Pension Fund, managed by AIG General Pension Society, surpassed the threshold of 5% in the share capital of ABG SA. 
Such change resulted from the merger between Asseco Poland SA and ABG SA which was settled by the National Depository for Securities on 16 October 2008. 

Number of shares held before the change – 5,997,006 shares of ABG SA 
Equity interest in ABG SA – 6.34%
Number of votes held – 5,997,006 
Voting interest – 6.34%

Number of shares held after the change – 0 
Equity interest in the Company – 0%
Number of votes held – 0 
Voting interest – 0%

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93/2008

Contract for delivery and implementation of the def3000 system

Rzeszów, 20 October 2008

The Management Board of Asseco Poland SA informs that on 20 October 2008 the Company signed an agreement with Meritum Bank SA (new name of Bank Współpracy Europejskiej) with the seat in Wrocław, Poland (hereinafter the "Bank").

The subject of the agreement is delivery and implementation of the def3000 system as well as performing the migration of data gathered in the Bank's present information system to def3000. 

The system developed by Asseco Poland SA is planned to be set into operation in the second quarter of 2009.

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92/2008

Changes of shareholdings in Asseco Poland SA

Rzeszów, 20 October 2008 

The Management Board of Asseco Poland SA (the "Company") informs that on 20 October 2008 the Company was notified about changes in equity interests held in the Company’s share capital.

As a result of the merger between Asseco Poland SA and ABG SA, 5,860,800 shares of ABG SA, representing 6.19% of the share capital and the same voting interest at the General Meeting of Shareholders of ABG SA, as held by Mr. Dariusz Brzeski and his spouse Mrs. Dorota Brzeska, were on 16 October 2008 converted into 580,219 shares of series H of Asseco Poland SA, representing 0.71% of the share capital and the same voting interest at the General Meeting of Shareholders of Asseco Poland SA.

Furthermore, following the merger between Asseco Poland SA and ABG SA, 5,136,520 shares of ABG SA, representing 5.43% of the share capital and the same voting interest at the General Meeting of Shareholders of ABG SA, as held by Mr. Bogusław Mitura and his spouse Mrs. Elżbieta Mitura, were on 16 October 2008 converted into 507,129 shares of series H of Asseco Poland SA, representing 0.62% of the share capital and the same voting interest at the General Meeting of Shareholders of Asseco Poland SA.

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91/2008

Registration of the authorized capital of subsidiary Asseco South Eastern Europe SA

Rzeszów, 17 October 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 2 October 2008 the District Court in Rzeszów, XII Commercial Department of the National Court Register issued a decision on registration of an amendment of the Articles of Association of subsidiary Asseco South Eastern Europe SA ("ASEE") empowering ASEE to issue shares within the limit of its authorized capital of PLN 11,015,647 till 28 August 2011, by implementing one or several increases of the share capital of ASEE.

The resolution adopted by the Extraordinary General Meeting of Shareholders of ASEE on amendment of the Articles of Association of ASEE and on empowering its Management Board to implement increases of the share capital within the authorized capital, provides for the capability to exclude pre emptive rights of existing shareholders.

90/2008

Contract for delivery and implementation of the def3000 system

Rzeszów, 16 October 2008

The Management Board of Asseco Poland SA informs that on 15 October 2008 the Company signed an agreement with an institution that is in the process of establishing a new bank in Poland.

The subject of the agreement is delivery and implementation of the def3000 system. The system developed by Asseco Poland SA is planned to be set into operation in the second quarter of 2009.

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89/2008

Introduction of series H shares to public trading

Rzeszów, 15 October 2008

The Management Board of Asseco Poland SA (the "Company") informs that the Management Board of the Warsaw Stock Exchange ("WSE"), by its resolution no. 753/2008 of 14 October 2008, decided to admit and introduce the Company's 6,272,550 ordinary bearer shares of series H to public trading on the main market as of 16 October 2008 provided these shares are registered by the National Depository for Securities and designated with the code PLSOFTB00016.

Furthermore, the Management Board of WSE, by its resolution no. 754/2008 of 14 October 2008, decided to exclude from public trading the shares of ABG SA with effect from 16 October 2008. The exclusion from trading is a consequence of the merger conducted between the Company and ABG SA.

88/2008

Increase of share capital of subsidiary DRQ SA

Rzeszów, 14 October 2008

The Management Board of Asseco Poland SA ("Asseco") informs that on 13 October 2008 it was notified by the Asseco's subsidiary company DRQ SA ("DRQ") that on 10 October 2008 the District Court for Kraków-Śródmieście, XI Commercial Department of the National Court Register, made a decision on registration of the increase of share capital of that company.

Before registration of the said increase, the share capital of DRQ amounted to PLN 7,089,672 (seven million eighty-nine thousand six hundred and seventy-two zlotys) and was divided into 7,089,672 (seven million eighty-nine thousand six hundred and seventy-two) bearer shares with a par value of PLN 1 each.

Following registration of the increase, the share capital of DRQ amounts to PLN 37,355,564 (thirty seven million three hundred and fifty-five thousand five hundred and sixty-four zlotys) and is divided into 37,355,564 (thirty seven million three hundred and fifty-five thousand five hundred and sixty-four) bearer shares with a par value of PLN 1 each.

As a result of the merger between Asseco Poland SA and ABG SA (current report no. 84/2008) DRQ became a direct subsidiary of Asseco Poland SA. 
At present Asseco Poland SA holds 37,355,564 (thirty seven million three hundred and fifty-five thousand five hundred and sixty-four) shares of DRQ with a par value of PLN 1 each, representing 100% of share capital and entitling to 100% of votes at the General Meeting of Shareholders of DRQ.

The share capital was increased following Resolution No. 4 of the Extraordinary General Meeting of Shareholders of ABG SA, dated 14 August 2008, on transfer of an organized part of its enterprise to a company controlled by the ABG Group.

87/2008

Signing a cooperation agreement with ZUI Novum Sp. z o.o.

Rzeszów, 9 October 2008

The Management Board of Asseco Poland SA informs that on 8 October 2008 the Company signed with its subsidiary Zakład Usług Informatycznych NOVUM sp. z o.o., with the seat in Łomża, an agreement on cooperation in the cooperative banking sector. The agreement determines the general principles of cooperation between the companies which will provide their current products NOVUM-Bank, defbank2000 and defbank3000 to cooperative banks. Entering into such agreement became possible owing to successful solution of a long-term conflict which used to paralyse the work of the General Meeting of Shareholders of ZUI Novum and as that General Meeting finally adopted the resolutions on closure of the company's financial years 2003, 2004, 2005, 2006 and 2007. A new Management Board of ZUI Novum was appointed in the persons of Mr. Przemysław Balewski as President of the Management Board and Mr. Zbigniew Forenc as Vice President of the Management Board. The shareholders agreed that Mr. Adam Góral, President of the Management Board of Asseco Poland SA, shall serve as Chairman of the Supervisory Board, whereas Mr. Witold Janikowski shall act as Member of the Supervisory Board of ZUI Novum sp. z o.o. 

The concluded agreement on cooperation in the cooperative banking sector will enable the contracting companies to better utilize their human resources and information technology potential, as well as to extend their product and services portfolios including both the centralized solutions and single-location installations offered in the diversified market of cooperative banks.

Asseco Poland SA and ZUI NOVUM sp. z o.o. will use their best endeavours in order to launch new common IT solutions for cooperative banks.

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86/2008

Registration of series H shares by the National Depository for Securities

Rzeszów, 3 October 2008 

The Management Board of Asseco Poland SA ("Asseco") informs that on 3 October 2008 the Management of the National Depository for Securities (the "NDS"), by its resolution no. 566/08, decided (a) to take into deposit up to 9,364,371 ordinary bearer shares of series H of Asseco with a par value of PLN 1.00 each, being registered following the allocation of Asseco shares carried out in accordance with § 153 of the Detailed Rules of Procedure of the National Depository for Securities, by exchanging shares of ABG SA to shares of Asseco applying an exchange ratio of 1:0.099 in connection with the merger of these companies; and (b) to designate them with the code PLSOFTB00016 on condition the Warsaw Stock Exchange decides to introduce these shares to public trading on the same regulated market to which other Asseco shares designated with the code PLSOFTB00016 have been introduced.

The shares shall be registered in the National Depository for Securities within 3 days since the time Asseco submits documents confirming that the decision to introduce these shares to public trading on the regulated market; however, not earlier than on the date of actual introduction of the shares to public trading as indicated in that decision.

The reference day, referred to in § 153 of the Detailed Rules of Procedure of the National Depository for Securities, shall be 6 October 2008.

Subsequently to the allocation of shares, the register accounts maintained by the NDS for the shares of ABG SA shall be closed.

85/2008

Contract with Powszechny Zakład Ubezpieczeń SA (PZU)

Rzeszów, 3 October 2008

The Management Board of Asseco Poland SA seated in Rzeszów (the "Company") informs that on 3 October 2008 Powszechny Zakład Ubezpieczeń SA ("PZU") and Asseco Poland SA signed the "Framework Agreement for Maintenance and Development of Software of the Insurer and FKX Systems" (the "Agreement"). The Agreement shall replace the "IT Services Agreement" which has been implemented since February 2000.

The Agreement shall be effective in the period from now till 31 December 2011. The total net value of the contract is estimated at PLN 110 million.

Under the Agreement the Company shall provide maintenance services concerning the software used in the systems Insurer (insurance policies) and FKX (finance and accounting) in order to ensure correct and uninterrupted operation of the client's Central Information System. In order to sustain the required availability of these systems in a centralized architecture it was necessary to adequately determine the level of service, inclusive of the guaranteed service response times (Service Level Agreement). This is a substantial difference in comparison with the previous agreement which stipulated for provision of services for the IT system in a dispersed architecture and, thereby, did not impose such a strict regime on the service provider. Furthermore, the agreement determines the principles for giving assignments and concluding detailed agreements under which the software development work shall be executed, among others aiming at full utilization of opportunities offered the centralized architecture of data processing. The parties also agreed that the contract will be executed in the form of separate projects to be defined with direct participation of specific departments, thereby enabling more efficient utilization of funds appropriated for modification of software.

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84/2008

Registration of the merger of Asseco Poland SA with ABG SA

Rzeszów, 1 October 2008

The Management Board of Asseco Poland SA seated in Rzeszów (the "Company") informs that on 1 October 2008 the registry court competent for the Company's seat, this is the District Court in Rzeszów, XII Commercial Department of the National Court Register, entered in the register of entrepreneurs the Company's merger with ABG SA seated in Warsaw, entered in the register of entrepreneurs of the National Court Register under the number KRS 49592 ("ABG") (the "Merger").

The Merger was executed pursuant to article 492 § 1 item 1 of the Polish Commercial Companies Code, this is by transferring all the assets of ABG to the Company in exchange for the Company's shares which shall be assigned to ABG shareholders (merger by acquisition).

Both the Company and ABG are engaged in the supply of software, computer hardware, databases as well as other IT related activities dedicated to a variety of sectors of the economy.

In connection with registration of the Merger, there was also registered an increase of the Company's share capital by the amount not higher than PLN 9,364,371 which is covered by the assets of ABG evaluated for the Merger purposes, through issuance of up to 9,364,371 ordinary bearer shares of series H with a par value of PLN 1 (one zloty) each (the "Merger Shares"). The final number of Merger Shares that ABG shareholders are eligible for shall be determined only after the date serving as the reference day pursuant to applicable regulations. 

Furthermore the merger required registration of an amendment to the Company's Articles of Association about which the Company informed in its current report no. 74/2008 of 14 August 2008.

Concurrently the Company applied to the National Depository for Securities for setting 6 October 2008 as the reference day for the purpose of allocation of series H shares to shareholders of ABG.

Furthermore, the Company informs that on 1 October 2008 it filed an application to the Warsaw Stock Exchange for introduction to public trading of up to 9,364,371 ordinary bearer shares of series H of Asseco Poland SA following their registration in the National Depository for Securities.

The Company's intention is to have the first quotation of series H shares on 16 October 2008.

83/2008

Registration of an amendment to the Articles of Association

Rzeszów, 30 September 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 30 September 2008 it received a decision of the District Court in Rzeszów, XII Commercial Department of the National Court Register, dated 26 September 2008, whereby the Court registered an amendment to the Company's Articles of Association providing for the possibility to issue the Company's shares within the limit of authorized capital of PLN 11,611,450 till 26 September 2011 as well as to retire the Company's shares, inclusive of automatic retirement of shares.

Detailed information on the above-mentioned changes to the Articles of Association have been already disclosed in public in the Company's current report no. 74/2008 of 14 August 2008.

82/2008

Granting a joint power of attorney

Rzeszów, 18 September 2008 

The Management Board of Asseco Poland SA ("Asseco") informs that on 17 September 2008, acting on the basis of art.1091 and art.1094 of the Civil Code, and art. 371 § 4 of the Commercial Companies Code as well as § 14 item 12 of the Company's Articles of Association, the Management Board of Asseco passed a resolution on granting a joint power of attorney to Mr. Andrzej Gerlach.

As holder of the joint power of attorney, Mr. Andrzej Gerlach is authorized to represent the Company and to sign documents on behalf of the Company within the subject of the power of attorney, acting together with a Member or Vice President of the Management Board or with another Proxy. The resolution became effective from the day when passed.

Mr. Andrzej Gerlach, aged 46, in 1985 graduated from Maria Curie-Skłodowska University in Lublin, Faculty of Law and Administration. In 1992 he completed his training as a solicitor. Since 1992 he has operated a Legal Firm specialized in cases falling under the commercial law.

Mr. Andrzej Gerlach does not conduct any activities competitive to Asseco Poland SA and is not a partner in any competitive partnership nor a member of the governing body of a capital company nor a member of any other competitive legal person's body. He does not appear in the Register of Insolvent Debtors, maintained according to the Polish National Court Register Act.

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81/2008

Public disclosure of the Information Memorandum and information on suspending quotation of ABG SA shares

Rzeszów, 18 September 2008 

The Management Board of Asseco Poland SA (the "Company") informs that on 18 September 2008 it was notified in a letter from the Polish Financial Supervision Authority ("PFSA") that due to expiration, on 17 September 2008, of the deadline for making objections to the public offering conducted pursuant to the information memorandum submitted to the PFSA along with a notification as referred to in art. 38 sect. 1 of the Law on public offering and conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 23 September 2005) (the "Information Memorandum"), the PFSA has raised no objections to conducting the public offering of the Company's series H shares. The series H shares shall be assigned to the shareholders of ABG SA ("ABG") in connection with the Company's merger with ABG (the "Merger").

The Company informs that 18 September 2008 the Information Memorandum was made available in public on the Company's website: www.asseco.pl as well as at the website of ABG: www.abg.com.pl

With regard to the above the Management Board of ABG, acting in consultation with the Management Board of Asseco, submitted a motion for suspending quotation of ABG shares on the Warsaw Stock Exchange ("WSE") with effect from 30 September 2008. Having been notified of registration of the Merger and having made due arrangements with the WSE Management, the Company's Management Board will publish a current report informing about the date from which the Merger Shares will start to be quoted on the WSE.

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80/2008

Change of the ING TFI shareholding in Asseco Poland SA

Rzeszów, 8 September 2008 

The Management Board of Asseco Poland SA ("Asseco") informs that on 8 September 2008 the Company was notified by ING Investment Funds SA ("ING TFI") – acting on behalf of ING Medium and Small Cap Companies Fund, ING Equity Fund, ING Balanced Fund, ING Sustainable Growth Fund, ING Specialized Equity Fund 2, and ING Umbrella Specialized Investment Fund – that as a result of sale of Asseco shares conducted on 4 September 2008, the ING TFI voting interest in Asseco dropped below the threshold of 5%.

Before the above-mentioned disposal the investment funds managed by ING TFI held together 3,600,593 shares of Asseco which represented 5.05% of the share capital and entitled to 3,600,593 votes at the General Meeting of Shareholders which constituted 5.05% of the total vote.

As at 4 September 2008 the investment funds managed by ING TFI held together 3,560,867 shares of Asseco which represented 4.99% of the share capital and entitled to 3,560,867 votes at the General Meeting of Shareholders which constituted 4.99% of the total vote.

Whereas, as at 8 September 2008 the investment funds managed by ING TFI hold together 3,443,134 shares of Asseco representing 4.83% of the share capital and entitling to 3,443,134 votes or 4.83% voting interest at the General Meeting of Shareholders of Asseco.

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79/2008

Acquisition of shares in UAB Informacinių Projektų Sistemos of Lithuania

Rzeszów, 4 September 2008 

The Management Board of Asseco Poland SA (the "Company") informs that on 4 September 2008 the Company received an agreement of 25 August 2008 for acquisition of shares in UAB Informacinių Projektų Sistemos ("IPS"), with the seat at Smoleńsko g. 10, Vilnius, Lithuania, registered under the number 3000 28141. The shares were purchased from two natural persons, one of whom performs a management function at IPS.

The transaction value amounted to LTL 941,176 (nine hundred and forty-one thousand one hundred and seventy-six Lithuanian litas).

Along with the shares acquired by the Company as a result of the merger with Prokom Software SA, at present Asseco Poland SA holds 100% of shares in IPS entitling to 100% of votes at the General Meeting of IPS.

IPS is engaged in the business of development, sale and maintenance of software for the insurance sector. The company employs 22 persons.

President of the Management Board of IPS is Mr. Piotr Jeleński, who concurrently serves as Vice President of the Management Board of Asseco Poland SA. Apart from that mentioned above, Asseco Poland SA and members of its management and supervisory staff have no other connections with IPS or members of the management and supervisory staff of IPS.

The acquisition of shares was financed with own funds of Asseco Poland SA. 

The acquired shares constitute over 20.00% of the IPS share capital, hence they are deemed assets of substantial value as understood by § 2 sect. 1 item 52 and sect. 5 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005.

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78/2008

Agreements for conversion of Asseco South Eastern Europe SA shares

Rzeszów, 3 September 2008 

The Management Board of Asseco Poland SA ("Asseco") informs that the subsidiary Asseco South Eastern Europe SA ("ASEE") signed agreements with all the minority shareholders of 7 companies incorporated within the ASEE Group. The subject of these agreements is conversion of shares held by the minority shareholders in individual companies into the shares of ASEE.

The agreements shall become effective on condition the shares of ASEE are introduced to public trading on the Warsaw Stock Exchange. 

Before the conversion, the interest of Asseco in the share capital and votes at the General Meeting of Shareholders of ASEE amounted to 99.97%.
Following the conversion the Asseco's equity and voting interest in ASEE shall decrease to 64.32%, provided ASEE does not increase its share capital additionally.

Once the condition to effectiveness of the agreements is fulfilled, ASEE will hold 100% of share capital and votes at the general meetings of shareholders of all the above-mentioned 7 companies, which is considered a milestone in the integration of business activity conducted by all the companies within the ASEE Group.

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77/2008

Revision of the report on registration of the share capital increase of a subsidiary

Rzeszów, 21 August 2008

The Management Board of Asseco Poland SA hereby makes a correction of the current report no. 76/2008 of 20 August 2008 which included a misstatement of the par value on registered shares of Asseco Germany SA, the issuance of which was registered by the District Court in Rzeszów, XII Commercial Department of the National Court Register, on 12 August 2008. The correct par value on registered shares of Asseco Germany SA, through the issuance of which the share capital was increased, amounts to PLN 0.10 (ten Polish groszy) per share.
 
Other parts of the said current report are appropriate and shall remain unchanged. 

 

 

76/2008

Change in the structure of share capital of subsidiary Asseco Germany SA

Rzeszów, 20 August 2008

The Management Board of Asseco Poland SA ("Asseco") informs that on 20 August 2008 it was notified by subsidiary Asseco Germany SA ("Asseco Germany") that on 12 August 2008 the District Court in Rzeszów, XII Commercial Department of the National Court Register, made a decision on registration of the increase of share capital of that company.

Before registration of the said increase, the share capital of Asseco Germany amounted to PLN 500,000 (five hundred thousand zlotys) and was divided into 5,000,000 (five million) registered shares with a par value of PLN 0.10 each.

Following registration of the increase, the share capital of Asseco Germany amounts to PLN 139,000,000 (one hundred and thirty-nine million zlotys) and is divided into 1,390,000,000 (one billion three hundred and ninety million) registered shares with a par value of PLN 10 each.

75/2008

Major Shareholders at the Extraordinary General Meeting of Shareholders

Rzeszów, 15 August 2008

The Management Board of Asseco Poland SA discloses in public the list of shareholders who exercised at least 5% of the total number of votes at the Company's Extraordinary General Meeting of Shareholders that was held in Warsaw on 14 August 2008. 

Name of shareholder Number of votes % of the total number of votesVoting interest at the EGMS
Adam Góral 8,083,000 11.34%31.81%
ING TFI SA (investment funds) 3,000,000 4.21%11.80%
Pioneer TFI (investment funds) 2,584,200 3.62%10.17%
ING OFE (pension fund)5,600,000 7.85%22.04%
CU OFE BPH CU WBK (pension fund) 4,000,000 5.61%15.74%
PZU Złota Jesień (pension fund)2,000,000 2.85%7.87%

  
   
 
  

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74/2008

Resolutions passed by the Extraordinary General Meeting of Shareholders

Rzeszów, 14 August 2008

The Management Board of Asseco Poland SA with the seat in Rzeszów ("Asseco") discloses in public the resolutions passed by the Extraordinary General Meeting of Shareholders of Asseco that was held on 14 August 2008 in Warsaw.

Apart from election of the Chairman of the General Meeting, compiling the list of attendees, stating the legal validity of the General Meeting and its ability to pass resolutions, adopting the Agenda and election of the Votes Counting Committee, the Extraordinary General Meeting of Shareholders passed the resolutions presented in the enclosure to this current report.

73/2008

Revision of the draft resolution of the EGMS of Asseco Poland SA

Rzeszów, 13 August 2008

The Management Board of Asseco Poland SA ("Asseco") informs of making the second revision to the draft resolution of the Extraordinary General Meeting of Shareholders of Asseco Poland SA, to be held on 14 August 2008, on amending the Articles of Association in order to empower the Management Board to implement increases of the Company’s share capital within the authorized capital, including the capability to exclude pre-emptive rights of existing shareholders with prior approval of the Supervisory Board (the "Resolution"), as published in the current report no. 68 of 31 July 2008 and subsequently revised by the current report no. 70 of 11 August 2008. The draft Resolution shall be revised by deleting from its text the provisions of section 6 authorizing the Management Board to increase the Company's share capital through issuance of subscription warrants exchangeable for shares issued from the authorized capital. In connection with the above, the Management Board presents the unified text of the draft Resolution taking account of the above-mentioned revision:

RESOLUTION No. [Y] of the Extraordinary General Meeting of Shareholders of Asseco Poland SA seated in Rzeszów dated [●] 2008 on amending the Articles of Association in order to empower the Management Board  to implement increases of the Company’s share capital within the authorized capital 

The Extraordinary General Meeting of Shareholders of Asseco Poland SA seated in Rzeszów (the "Company") resolves as follows: 

§ 1
Acting on the basis of art. 430 of the Polish Commercial Companies Code (the "PCCC") in conjunction with art. 444 of the PCCC, the Company's Articles of Association shall be amended by inserting a new § 7a with the following reading:

"1. The Management Board shall be empowered to increase the Company’s share capital through issuance of new shares with the aggregate par value not to exceed PLN 11,611,450 (eleven million six hundred and eleven thousand four hundred and fifty zlotys) by implementing one or several increases of the share capital within the limit specified above (the authorized capital). The power to increase the Company’s share capital and to issue new shares from the authorized capital as granted to the Management Board shall expire after three (3) years from the date the authorized capital is entered in the register of entrepreneurs.
2. The Management Board may increase the share capital within the limit of authorized capital provided that in the preceding financial year the Company retired shares from among 11,611,450 treasury shares that the Company acquired on 1 April 2008 by universal succession as a result of the merger with Prokom Software SA (the "Treasury Shares"); the number of shares retired shall correspond to the number of shares issued under one or several increases of the Company's share capital within the limit of authorized capital during such financial year. This restriction shall not apply during the first financial year the Management Board's power to increase the share capital, as specified in section 1 above, becomes effective nor in case when the Company's share capital was not increased within the authorized capital during the preceding financial year. 
3. An application for registration of the share capital increase under an issuance of authorized capital may only be submitted to the competent registry court simultaneously with an application for registration of the share capital decrease due to retirement of the Company's Treasury Shares.
4. With reservation to section 5 and unless otherwise required by the provisions of the Commercial Companies Code, the Management Board shall decide on all the matters in connection with increasing the share capital under authorized capital, and in particular the Management Board shall be authorized to:
1) conclude agreements for investment underwriting or service underwriting or other agreements with the objective to ensure successful conduct of the issuance of shares, as well as to conclude agreements under which depositary receipts for shares would be issued outside Poland,
2) adopt resolutions or take other actions concerning dematerialization of the shares issued as well as to conclude agreements with the National Depository for Securities for registration of those shares,
3) adopt resolutions or take other actions concerning issuance of shares through a public offering or to apply for admission of those shares to trading on the regulated market.
5. The resolutions adopted by the Management Board concerning determination of the issue price of shares issued from the authorized capital or assignment of such shares in return for non-cash contributions shall not require any approval from the Supervisory Board.

§ 2
Inserting to the Articles of Association of an authorization given to the Management Board to implement increases of the Company’s share capital within the authorized capital remains in strict relationship with the necessity to retire the Treasury Shares of the Company. The power to increase the share capital is granted to the Management Board by the Articles of Association with the objective to equip the Management Board with a flexible mechanism to replenish the share capital to its original level, by the amount equivalent to the value of the Treasury Shares retired. In the Management Board's opinion increases of the share capital conducted concurrently with retirement of the Treasury Shares are, from the point of view of the Company's best interest, an optimum solution of dealing with the problem of the Treasury Shares, which is more beneficial than just a sale of such shares."

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72/2008

Consolidated Quarterly Report for Q2 2008 – revision

Rzeszów, 12 August 2008

The Management Board of Asseco Poland SA informs in public about a revision of the Consolidated Quarterly Report of Asseco Poland SA published on 11 August 2008.

In the submitted report, the names of particular items and their corresponding amounts in the "CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS", section "Cash flows - financing activities", have been misplaced as the result of a typing error.

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71/2008

The Management Board position statement and rationale for the planned merger

Rzeszów, 11 August 2008

The Management Board of Asseco Poland SA (the "Company", "Asseco") acting on the basis of art. 56 sect. 1 of the Law on public offering and conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, entry 1539) and art. 19 sect. 3 of the Regulation on current and periodic information to be submitted by issuers of securities dated 19 October 2005 (Journal of Laws of 2005 No. 209, entry 1774), hereby recommends the Company's shareholders to conduct the merger with ABG SA with the seat in Warsaw ("ABG") and to adopt the resolution on the merger of Asseco with ABG and on amending the Company's Articles of Association.

70/2008

Revision of the draft resolution of the EGMS of Asseco Poland SA

Rzeszów, 11 August 2008

The Management Board of Asseco Poland SA ("Asseco") informs of making a revision to the draft resolution of the Extraordinary General Meeting of Shareholders of Asseco Poland SA, to be held on 14 August 2008, on amending the Articles of Association in order to empower the Management Board to implement increases of the Company’s share capital within the authorized capital, including the capability to exclude pre-emptive rights of existing shareholders with prior approval of the Supervisory Board (the "Resolution") as published in the current report no. 68 of 31 July 2008. The draft Resolution shall be revised by deleting from its text the provisions providing for the capability to deprive, in whole or in part, existing shareholders of their pre-emptive rights to shares issued from the authorized capital, upon approval of the Supervisory Board. In connection with the above, the Management Board presents the unified text of the draft Resolution taking account of the above-mentioned revision:

RESOLUTION No. [Y]
OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ASSECO POLAND SA SEATED IN RZESZÓW
dated 14 August 2008
on amending the Articles of Association in order to empower the Management Board 
to implement increases of the Company’s share capital within the authorized capital 
The Extraordinary General Meeting of Shareholders of Asseco Poland SA seated in Rzeszów (the "Company") resolves as follows: 


§ 1
Acting on the basis of art. 430 of the Polish Commercial Companies Code (the "PCCC") in conjunction with art. 444 of the PCCC, the Company's Articles of Association shall be amended by inserting § 7a with the following reading:

"1. The Management Board shall be empowered to increase the Company’s share capital through issuance of new shares with the aggregate par value not to exceed PLN 11,611,450 (eleven million six hundred and eleven thousand four hundred and fifty zlotys) by implementing one or several increases of the share capital within the limit specified above (the authorized capital). The power to increase the Company’s share capital and to issue new shares from the authorized capital as granted to the Management Board shall expire after three (3) years from the date the authorized capital is entered in the register of entrepreneurs.
2. The Management Board may increase the share capital within the limit of authorized capital provided that in the preceding financial year the Company retired shares from among 11,611,450 treasury shares that the Company acquired on 1 April 2008 by universal succession as a result of the merger with Prokom Software SA (the "Treasury Shares"); the number of shares retired shall correspond to the number of shares issued under one or several increases of the Company's share capital within the limit of authorized capital during such financial year. This restriction shall not apply during the first financial year the Management Board's power to increase the share capital, as specified in section 1 above, becomes effective nor in case when the Company's share capital was not increased within the authorized capital during the preceding financial year. 
3. An application for registration of the share capital increase under an issuance of authorized capital may only be submitted to the competent registry court simultaneously with an application for registration of the share capital decrease due to retirement of the Company's Treasury Shares.
4. With reservation to section 5 and unless otherwise required by the provisions of the Commercial Companies Code, the Management Board shall decide on all the matters in connection with increasing the share capital under authorized capital, and in particular the Management Board shall be authorized to:
1) conclude agreements for investment underwriting or service underwriting or other agreements with the objective to ensure successful conduct of the issuance of shares, as well as to conclude agreements under which depositary receipts for shares would be issued outside Poland,
2) adopt resolutions or take other actions concerning dematerialization of the shares issued as well as to conclude agreements with the National Depository for Securities for registration of those shares,
3) adopt resolutions or take other actions concerning issuance of shares through a public offering or to apply for admission of those shares to trading on the regulated market.
5. The resolutions adopted by the Management Board concerning determination of the issue price of shares issued from the authorized capital or assignment of such shares in return for non-cash contributions shall not require any approval from the Supervisory Board.
6. Under its authority to increase the Company's share capital the Management Board may issue subscription warrants exchangeable for shares issued from the authorized capital, with the subscription right exercisable up to the date of expiry of the Management Board's power to increase the share capital.

§ 2
Inserting to the Articles of Association of an authorization given to the Management Board to implement increases of the Company’s share capital within the authorized capital remains in strict relationship with the necessity to retire the Treasury Shares of the Company. The power to increase the share capital is granted to the Management Board by the Articles of Association with the objective to equip the Management Board with a flexible mechanism to replenish the share capital to its original level, by the amount equivalent to the value of the Treasury Shares retired. In the Management Board's opinion increases of the share capital conducted concurrently with retirement of the Treasury Shares are, from the point of view of the Company's best interest, an optimum solution of dealing with the problem of the Treasury Shares, which is more beneficial than just sale of such shares."

The Management Board assessed that changing the principles of implementation of increases of the share capital within the authorized capital, by excluding the previously proposed capability to deprive existing shareholders of their pre-emptive rights to shares issued from the authorized capital, may in the future facilitate raising capital from issuance of shares executed as a result of an increase of the share capital within the authorized capital.

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69/2008

Choosing the entity authorized to audit financial statements

Rzeszów, 11 August 2008 

The Management Board of Asseco Poland SA that today the Company received Resolution no. 1 of the Supervisory Board of Asseco Poland SA of 8 August 2008 on choosing the certified auditor in order to carry out audits of financial statements of the Company and its capital group in the financial year 2008, which shall include a review of the unconsolidated financial statements of Asseco Poland SA and the consolidated financial statements of the Asseco Poland Group for the first half of 2008, as well as an audit of the unconsolidated financial statements of Asseco Poland SA and the consolidated financial statements of the Asseco Poland Group for the year 2008. 

The Supervisory Board chose Ernst & Young Audit Sp. z o.o. seated in Warsaw, ul. Rondo ONZ 1, entered in the register of entrepreneurs of the National Court Register maintained by the District Court of the Capital City of Warsaw, XIX Commercial Department of the National Court Register, under the number KRS 6468. This company is included in the list of entities authorized to audit financial statements under the number 130. Ernst & Young Audit is one of the leading auditing and consulting companies in the world.

Asseco Poland SA has already used services of Ernst & Young Audit Sp. z o.o. for preparation and audit of the pro forma consolidated financial statements of the merged companies of Asseco Poland SA and Softbank SA, for preparation and audit of the pro forma consolidated financial statements of the merged companies of Asseco Poland SA and Prokom Software SA as well as for preparation and audit of the unconsolidated financial statements of Asseco Poland SA and the consolidated financial statements of the Asseco Poland Group for the year 2007.

The entity authorized to audit financial statements has been chosen in accordance with the applicable regulations and professional standards.

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68/2008

Draft resolutions of the Extraordinary General Meeting of Shareholders of Asseco Poland SA

Rzeszów, 31 July 2008

The Management Board of Asseco Poland SA ("the Company") discloses in public 
the draft resolutions of the Company's Extraordinary General Meeting of Shareholders to be held on 14 August 2008 at 11:00 a.m. at the Sheraton Hotel Warsaw, ul. Bolesława Prusa 2, 00-493 Warsaw.

 draft_of_resolution_for_the_esm_14.08.2008.pdf

67/2008

Change in the structure of share capital of subsidiary Asseco South Eastern Europe SA

Rzeszów, 29 July 2008

The Management Board of Asseco Poland SA ("Asseco") informs that on 28 July 2008 it was notified by subsidiary Asseco South Eastern Europe SA ("Asseco SEE") that on 28 July 2008 the District Court in Rzeszów, XII Commercial Department of the National Court Register, made a decision on registration of the increase of share capital and the change of par value on that company's shares.

Before registration of the said increase, the share capital of Asseco SEE amounted to PLN 1,000,000 (one million zlotys) and was divided into 10,000,000 (ten million) registered shares with a par value of PLN 0.10 each.

Following registration of the increase, the share capital of Asseco SEE amounts to PLN 257,700,090 (two hundred and fifty-seven million seven hundred thousand ninety zlotys) and is divided into 25,770,009 (twenty-five million seven hundred and seventy thousand nine) registered shares with a par value of PLN 10 each.

66/2008

Acquisition of shares in subsidiary Asseco Germany SA

Rzeszów, 18 July 2008

The Management Board of Asseco Poland SA informs that on 17 July 2008 it received a copy of the agreement undersigned by Asseco Germany on 16 July 2008, concluded between Asseco Poland SA and its subsidiary company Asseco Germany, concerning acquisition of shares in Asseco Germany (hereinafter the “Agreement”). Under the said Agreement, Asseco Poland SA acquired 1,385,000,000 (one billion three hundred and eighty-five million) ordinary registered shares of Series B at the issuance price equal to the par value on shares that amounted to PLN 138,500,000 (one hundred and thirty-eight million five hundred thousand zlotys), which shares were issued following Resolution no. 8 of the Ordinary General Meeting of Shareholders of Asseco Germany SA passed on 2 July 2008 on increasing the share capital excluding pre-emptive rights. Acquisition of shares by Asseco Poland SA shall become effective upon registration of the said increase of share capital by the competent registry court. 

Receivables of Asseco Germany SA resulting from payment of the shares issuance price has been offset against the amounts receivable by Asseco Poland SA from Asseco Germany SA by virtue of ordinary bearer bonds, dematerialized and not admitted to public trading (pursuant to art. 9 sect. 3 of the Bonds Act of 29 June 1995), which were issued by Asseco Germany SA in connection with the agreement concluded with Bank Polska Kasa Opieki SA on 11 January 2008. 

At present Asseco Poland SA holds 93% of share capital and the same voting interest at the General Meeting of Shareholders of Asseco Germany SA; whereas, following registration of the above-mentioned increase of share capital Asseco Poland SA will hold 99.97% of share capital and the same voting interest at the General Meeting of Shareholders of the subsidiary.

Piotr Jeleński who is President of the Management Board of Asseco Germany at the same time serves as Vice President of the Management Board of Asseco Poland SA; Adam Góral who is Chairman of the Supervisory Board of Asseco Germany also holds the position of President of the Management Board of Asseco Poland SA; whereas Jacek Duch who is Member of the Supervisory Board of Asseco Germany concurrently acts as Chairman of the Supervisory Board of Asseco Poland SA.

The shares in Asseco Germany SA acquired by Asseco Poland SA are deemed assets of substantial value as understood by art. 2 sect. 1 item 52 and sect. 5 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005.

65/2008

Convening the Extraordinary General Meeting of Shareholders

Rzeszów, 14 July 2008

The Management Board of Asseco Poland SA with the seat at Al. Armii Krajowej 80, 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 33391 (the "Company"), convenes the Extraordinary General Meeting of Shareholders (the "General Meeting") to be held on 14 August 2008 at 11:00 a.m. at the Sheraton Hotel Warsaw, ul. Bolesława Prusa 2, 00-493 Warsaw.

Agenda for the General Meeting:

1. Opening of the Extraordinary General Meeting of Shareholders;
2. Electing the Chairman of the General Meeting;
3. Determining whether the General Meeting was properly convened and whether it is able to pass resolutions;
4. Adopting the agenda for the General Meeting;
5. Passing a resolution on the Company’s merger with ABG SA seated in Warsaw and on amending the Company’s Articles of Association;
6. Passing a resolution on authorizing the Management Board to apply for admission and introduction of the new issuance shares to public trading on the regulated market, dematerialization of those shares, and to conclude an agreement with the National Depository for Securities SA;
7. Passing resolutions on giving consent to contribution of organized parts of the Company’s enterprise to the entities owned by the Asseco Poland Group;
8. Passing a resolution on amending the Articles of Association in order to empower the Management Board to implement increases of the Company’s share capital within the authorized capital, including the capability to exclude pre-emptive rights of the existing shareholders with prior approval of the Supervisory Board;
9. Passing a resolution on amending the Articles of Association providing for automatic retirement of shares with regard to retirement of the Company’s treasury shares;
10. Passing a resolution on giving consent to purchase of real estate;
11. Passing a resolution on authorizing the Company's Supervisory Board to determine the unified text of the Company's Articles of Association;
12. Closing the General Meeting.

The Company's Management Board, acting pursuant to art. 402 § 2 of the Commercial Companies Code, discloses in public the existing and proposed texts of the Company's Articles of Association: 

§ 6 of the Articles of Association – existing reading:
"1. The Company's share capital amounts to PLN 71,292,980 (seventy-one million two hundred and ninety-two thousand nine hundred and eighty zlotys).
2. The share capital is divided into 71,292,980 (seventy-one million two hundred and ninety-two thousand nine hundred and eighty) shares with a par value of PLN 1 (one zloty) each.
3. The Company's shares are divided into series denoted with the consecutive alphabet letters as follows:
(1) 25,174,713 shares of Series A,
(2) 3,210,000 shares of Series B,
(3) 17,735,815 shares of Series C,
(4) 30,276 shares of Series R,
(5) 295,000 shares of Series D,
(6) 4,644,580 shares of Series E,
(7) 19,846,081 shares of Series F,
(8) 356,515 shares of Series G.
4. The Company's shares are ordinary bearer shares.
5. Each share confers the right to one vote at the General Meeting of Shareholders.
6. Conversion of bearer shares into registered shares is not admissible."

§ 6 of the Articles of Association shall be replaced by the following:
"1. The Company's share capital amounts to PLN 80,657,351 (eighty million six hundred and fifty-seven thousand three hundred and fifty-one zlotys).
2. The share capital is divided into 80,657,351 (eighty million six hundred and fifty-seven thousand three hundred and fifty-one) shares with a par value of PLN 1 (one zloty) each.
3. The Company's shares are divided into series denoted with the consecutive alphabet letters as follows:
(1) 25,174,713 shares of series A,
(2) 3,210,000 shares of series B,
(3) 17,735,815 shares of series C,
(4) 30,276 shares of series R,
(5) 295,000 shares of series D,
(6) 4,644,580 shares of Series E,
(7) 19,846,081 shares of Series F,
(8) 356,515 shares of series G,
(9) up to 9,364,371 shares of Series H.
4. The Company's shares are ordinary bearer shares. 
5. Each share confers the right to one vote at the General Meeting of Shareholders.
6. Conversion of bearer shares into registered shares is not admissible."

§ 7a with the following reading shall be inserted into the Articles of Association:

"1. The Management Board shall be empowered to increase the Company’s share capital through issuance of new shares with the aggregate par value not exceeding PLN 11,611,450 (eleven million six hundred and eleven thousand four hundred and fifty zlotys) by implementing one or several increases of the share capital within the limit specified above (the authorized capital). The power to increase the Company’s share capital and to issue new shares from the authorized capital as granted to the Management Board shall expire after three (3) years from the date the authorized capital is entered in the register of entrepreneurs.
2. The Management Board may increase the share capital within the limit of authorized capital provided that in the preceding financial year the Company retired shares from among 11,611,450 treasury shares the Company acquired on 1 April 2008 by universal succession as a result of the merger with Prokom Software SA (the "Treasury Shares"); the number of shares retired shall correspond to the number of shares issued under one or several increases of the Company's share capital within the limit of authorized capital during such financial year. This restriction shall not apply during the first financial year the Management Board's power to increase the share capital, as specified in section 1 above, becomes effective nor in case when the Company's share capital was not increased within the authorized capital during the preceding financial year. 
3. An application for registration of the share capital increase under an issuance of authorized capital may only be submitted to the competent registry court simultaneously with an application for registration of the share capital decrease due to retirement of the Company's Treasury Shares.
4. Upon approval of the Supervisory Board, the Management Board may in whole or in part deprive the existing shareholders of their pre-emptive rights to shares issued from the authorized capital.
5. With reservation to section 6 and unless otherwise required by the provisions of the Commercial Companies Code, the Management Board shall decide on all the matters in connection with increasing the share capital under authorized capital, and in particular the Management Board shall be authorized to:
1) conclude agreements for investment underwriting or service underwriting or other agreements with the objective to ensure successful conduct of the issuance of shares, as well as to conclude agreements under which depositary receipts for shares would be issued outside Poland,
2) adopt resolutions or take other actions concerning dematerialization of the shares issued as well as to conclude agreements with the National Depository for Securities for registration of those shares,
3) adopt resolutions or take other actions concerning issuance of shares through a public offering or to apply for admission of those shares to trading on the regulated market.
6. The resolutions adopted by the Management Board concerning determination of the issuance price of shares issued from the authorized capital or assignment of such shares in return for non-cash contributions shall not require any approval from the Supervisory Board.
7. Under its authority to increase the Company's share capital the Management Board may issue subscription warrants exchangeable for shares issued from the authorized capital, with the subscription right exercisable up to the date of expiry of the Management Board's power to increase the share capital."

§ 9 (Retirement of Shares) of the Articles of Association – existing reading:
"1. The Company's shares may be retired.
2. Motions for retirement of shares may be submitted by shareholders to the Management Board. In such event the Management Board shall propose a resolution on retirement of shares to be included on the agenda for the nearest General Meeting of Shareholders.
3. Any retirement of shares shall be carried out on the conditions set forth in a resolution of the General Meeting of Shareholders which shall determine the quantity and type of shares to be retired, as well as the terms of payment for the shares subject to such retirement.
4. The price for each retired share shall be determined based on the Company's recent balance sheet.
5. Retirement of shares shall be executed by decreasing the Company's share capital." 

§ 9 (Retirement of Shares) of the Articles of Association shall be replaced by the following:
„1. The Company's shares may be retired.
2. Motions for retirement of shares may be submitted by shareholders to the Management Board with reservation to § 9 section 6. In such event the Management Board shall propose a resolution on retirement of shares to be included on the agenda for the nearest General Meeting of Shareholders.
3. Any retirement of shares shall be carried out on the conditions set forth in a resolution of the General Meeting of Shareholders which shall determine the quantity and type of shares to be retired, as well as the terms of payment for the shares subject to such retirement.
4. The price for each retired share shall be determined based on the Company's recent balance sheet.
5. Retirement of shares shall be executed by decreasing the Company's share capital.
6. The Treasury Shares referred to in § 7a section 2 of the Articles of Association shall be retired automatically (the "Automatic Retirement"). Subject to art. 360 § 4 of the Commercial Companies Code, retirement of the Treasury Shares shall be effected automatically when the Management Board adopts a resolution on increasing the Company's share capital within the authorized capital as referred to in § 7a of the Articles of Association. The number of Treasury Shares retired shall each time correspond to the number of shares issued under the related issuance of authorized capital. The Automatic Retirement of Treasury Shares shall be carried out without payment of any compensation. The Company agrees to acquire the above-mentioned Treasury Shares that were decided to be subject of Automatic Retirement. 
7. In the event the Management Board adopts a resolution resulting in Automatic Retirement, the Company's Management Board shall immediately undertake actions aimed at decreasing the share capital, and it shall in particular adopt a resolution on decreasing the Company's share capital pursuant of art. 359 § 7 of the Commercial Companies Code."
The shareholders holding bearer shares as well as registered shares admitted to trading on the regulated market shall have the right to participate in the General Meeting provided that not later than till 6 August 2008, 24:00 hours, they submit to the Company’s seat the depositary certificates issued by the entities keeping such shareholders' securities accounts. 
Shareholders may participate in the General Meeting and exercise their voting rights personally or by proxies. A letter of proxy to participate in the General Meeting shall be deemed effective provided it is made in writing.
The list of shareholders entitled to participate in the General Meeting shall be displayed at the Company's seat during three business days before the General Meeting is held. Pursuant to art. 407 § 2 of the Commercial Companies Code, the copies of motions concerning matters included in the agenda shall be made available within one week prior to the General Meeting.
Registration of the shareholders entitled to participate in the General Meeting shall begin half an hour before the General Meeting is commenced.

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65/2008

Convening the Extraordinary General Meeting of Shareholders – revision

Rzeszów, 16 July 2008

The Management Board of Asseco Poland SA hereby makes a correction of item 10 of the Agenda for the Extraordinary General Meeting of Shareholders to be held on 14 September 2008, which Agenda was disclosed in public in the current report no. 65/2008 of 14 July 2008. 

Previous text:

"10. Passing a resolution on giving consent to a purchase of real estate."

Revised text:
"10. Passing resolutions on giving consent to disposal and purchase of real estate."

Other parts of the said current report are appropriate and shall remain unchanged. 

64/2008

Report of the Management Board justifying the Merger

The Management Board of Asseco Poland SA (the "Company") discloses in public the Report of the Management dated 7 July 2008, justifying the Company’s merger with ABG SA seated in Warsaw ("ABG"), prepared in compliance with instruction given by article 501 of the Polish Commercial Companies Code (the "PCCC"). The above mentioned report is attached to this current report.

Concurrently, the Management Board informs that pursuant to art. 505 § 1 of the PCCC, since 9 July 2008 in the headquarters of Asseco Poland SA in Rzeszów, at Al. Armii Krajowej 80, the Company Asseco will make available to its shareholders the following documents specified in art. 505 § 1 of the PCCC:

1) The Merger Plan;
2) Financial statements as well as the management board reports on operations of the merging companies for the last three financial years, accompanied by the opinions and reports of certified auditors;
3) Draft resolutions on the merger of the companies;
4) Proposed changes to the Company’s Articles of Association;
5) Determination of the value of assets of ABG SA as at 2 April 2008;
6) Statements containing information on the assets, equity and liabilities of the companies made as at 2 April 2008 for the merger purposes;
7) Reports of the management boards of the merging companies prepared for the merger purposes, as determined in art. 501 of the PCCC; and
8) Opinion of certified auditors based on the audit of the Merger Plan with regard to its accuracy and reliability, as referred to in art. 503 of the PCCC.

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63/2008

Acquisition of new shares issued by subsidairy

Rzeszów, 3 July 2008

The Management Board of Asseco Poland SA informs that on 2 July 2008 Asseco Poland SA signed an agreement with its subsidiary company Asseco South Eastern Europe SA on acquisition of shares in Asseco South Eastern Europe SA (hereinafter the "Agreement"). Under the said Agreement, Asseco Poland SA acquired 2,567,000,000 (two billion five hundred and sixty-seven million) ordinary registered shares of Series C at the issuance price equal to the par value on shares that amounted to PLN 256,700,000 (two hundred and fifty-six million seven hundred thousand zlotys), which shares were issued following Resolution no. 17 of the Ordinary General Meeting of Shareholders of Asseco South Eastern Europe SA passed on 25 February 2008 on increasing the share capital excluding pre-emptive rights. Acquisition of shares by Asseco Poland SA shall become effective upon registration of the said increase of share capital by the competent registry court.  

Receivables of Asseco South Eastern Europe SA resulting from payment of the shares issuance price shall be offset against the amounts receivable by Asseco Poland SA from Asseco South Eastern Europe SA by virtue of ordinary bearer bonds, dematerialized and not admitted to public trading (pursuant to art. 9 sect. 3 of the Bonds Act of 29 June 1995), which were issued by Asseco South Eastern Europe SA in connection with the agreement concluded with Bank Polska Kasa Opieki SA on 12 December 2007. 

At present Asseco Poland SA holds 93% of share capital and the same voting interest at the General Meeting of Shareholders of Asseco South Eastern Europe SA; whereas, following registration of the above-mentioned increase of share capital Asseco Poland SA will hold 99.97% of share capital and the same voting interest at the General Meeting of Shareholders of the subsidiary. 

Piotr Jeleński who is President of the Management Board of Asseco South Eastern Europe SA at the same time serves as Vice President of the Management Board of Asseco Poland SA; Adam Góral who is Member of the Supervisory Board of Asseco South Eastern Europe SA also holds the position of President of the Management Board of Asseco Poland SA; Przemysław Sęczkowski who is Member of the Supervisory Board of Asseco South Eastern Europe SA also serves as Vice President of the Management Board of Asseco Poland SA; whereas Jacek Duch who is Member of the Supervisory Board of Asseco South Eastern Europe SA concurrently acts as Chairman of the Supervisory Board of Asseco Poland SA. 

The shares in Asseco South Eastern Europe SA acquired by Asseco Poland SA are deemed assets of substantial value as understood by art. 2 sect. 1 item 52 and sect. 5 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005.

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62/2008

Opinion of certified auditor based on the audit of the Merger Plan

Rzeszów, 27 June 2008

With reference to the current report no. 57/2008 of 30 May 2008, the Management Board of Asseco Poland SA ("Asseco") hereby discloses in public the written opinion issued by an independent certified auditor based on audit of the plan of merger between Asseco and ABG SA seated in Warsaw ("ABG") dated 29 May 2008 (the "Merger Plan") with regard to its accuracy and reliability, prepared for the District Court in Rzeszów, XII Commercial Department of the National Court Register, file no. RZ XII Ns Rej. KRS 14637/07/688, as required by articles 502 and 503 of the Polish Commercial Companies Code.

As part of the opinion, the auditor stated that:

- the ratio of exchange of ABG shares for Asseco shares has been determined properly on the basis of valuations of the merging companies;
- the methods applied for valuation of the merging companies, in order to establish the shares exchange ratio, have been adopted in a legitimate manner;
- the Merger Plan has been prepared correctly and accurately.


Please find the above-mentioned opinion attached to this report.

 zalacznik_opinia_bieglego_rb_62_2008_en.pdf

61/2008

Disposal of shares in ABG SA by Asseco Poland SA

Rzeszów, 12 June 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 11 June 2008 the Company sold in regular session trading at the Warsaw Stock Exchange 9,151,749 shares of its subsidiary ABG SA (“ABG”) with the seat in Warsaw (address: Al. Jerozolimskie 123 A, 02-017 Warsaw), registered in the District Court of the Capital City of Warsaw, XII Commercial Department of the National Court Register under the number KRS 0000049592.

The sold shares represent 9.675% of the share capital of ABG.

Following this disposal transaction Asseco Poland SA holds 31,214,568 shares of ABG SA, representing 32.999% of the share capital of ABG, and entitling to 31,214,568 votes or 32.999% voting interest at the General Meeting of Shareholders of ABG.

On 1 April 2008, by universal succession as a result of the merger with Prokom Software SA, Asseco acquired 40,366,317 ordinary bearer shares in ABG representing 42.68% of the share capital of ABG, and entitling to 40,366,317 votes or 42.68% voting interest at the General Meeting of Shareholders of ABG. Following the acquisition of shares in ABG by Asseco, the Company incurred the obligation referred to in art. 73 section 2 of the Law on public offering and conditions governing the introduction of financial instruments to organized trading, and on public companies, dated 29 July 2005 (Journal of Laws of 2005 No. 184, entry 1539). In order to fulfil such obligation and in connection with the planned merger between Asseco and ABG, the Company’s Management Board decided to dispose such number of ABG shares that would decrease the Company’s voting interest in ABG to not more than 33%. 

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60/2008

Insider transaction

Rzeszów, 12 June 2008

The Management Board of Asseco Poland SA informs that on 11 June 2008 the Company was notified that on 11 June 2008 the person acting as a Member of the Supervisory Board of Asseco Poland SA purchased 17,505 ordinary bearer shares of Asseco Poland SA for the price of PLN 57.6 each, in regular session trading at the Warsaw Stock Exchange.

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59/2008

Major Shareholders at the Ordinary General Meeting of Shareholders

Rzeszów, 9 June 2008

The Management Board of Asseco Poland SA discloses in public the list of shareholders who exercised at least 5% of the total number of votes at the Company's Ordinary General Meeting of Shareholders which was held in Warsaw on 5 June 2008. 

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58/2008

Resolutions passed by the Ordinary General Meeting of Shareholders

Rzeszów, 6 June 2008

The Management Board of Asseco Poland SA with the seat in Rzeszów ("Asseco") discloses in public the resolutions passed by the Ordinary General Meeting of Shareholders of Asseco that was held on 5 June 2008 in Warsaw.

Apart from election of the Chairman of the General Meeting, compiling the list of attendees, stating the legal validity of the General Meeting and its ability to pass resolutions, adopting the agenda and election of the Vote Counting Committee, the Extraordinary General Meeting of Shareholders passed the resolutions presented in enclosure to this current report.

 zalacznik_projekty_uchwal_zwz_2008_06_05_en.pdf

Resolutions passed by the ASM on June 5th 2008

57/2008

Signing the Plan of Merger with ABG SA

Rzeszów, 30 May 2008

The Management Board of Asseco Poland SA ("Asseco") informs that the plan of merger with ABG SA seated in Warsaw ("ABG") (the "Merger Plan") was agreed upon and signed on 29 May 2008.

Both the companies are engaged in the supply of software, computer hardware, databases as well as other IT related activities dedicated to a variety of sectors of the economy. Likewise, both the companies are listed on the Warsaw Stock Exchange. 

The Merger shall be effected pursuant to article 492 § 1 item 1 of the Polish Commercial Companies Code (merger by take-over), this is by transferring all the assets of ABG (being the acquired company) to Asseco (acting as the taking-over company) (the "Merger").

According to the Merger Plan, the merger shares will be assigned to shareholders of ABG proportionally to the number of ABG shares owned, applying the exchange ratio of 0.099 (ninety-nine one thousandths) merger shares for 1 (one) share of ABG (the "Exchange Ratio").

Along with this current report Asseco discloses in public the Merger Plan prepared in compliance with article 499 § 1 of the Polish Commercial Companies Code (the "PCCC") including the enclosed documents as referred to in article 499 § 2 of the PCCC. 

Written opinion of an expert shall be disclosed in public once the Registry Court appoints such expert and the said opinion is issued. Along with the expert opinion, the Company will present in public the Management Board statement prepared on the basis of article 501 of the PCCC.

The planned Merger aims at enhancing the potential of the merging Companies and improving their ability to effectively compete in the local and European markets. It will also contribute significantly to stronger financial stability of business operations and, in a longer run, to creating higher value for shareholders of both the Companies.

56/2008

Acquisition of shares in Podkarpacki Fundusz Nieruchomości Sp. z o.o.

Rzeszów, 30 May 2008

The Management Board of Asseco Poland SA (the "Company") informs that, as a result of concluding the share acquisition agreements on 29 and 30 May 2008, the Company acquired 1,000 (one thousand) equal and indivisible shares, with a par value of PLN 50.00 (fifty zlotys) each, constituting 100% of the share capital of the company Podkarpacki Fundusz Nieruchomości Sp. z o.o. ("PFN") with the seat in Rzeszów, registered in the District Court in Rzeszów, XII Commercial Department of the National Court Register, under the number KRS 0000279443.

The agreements were concluded between Asseco Poland SA and the partners in PFN, who were six natural persons: Mr. Adam Góral – President of the Board with his spouse, Mr. Adam Rusinek – Vice President of the Board with his spouse, and Mr. Zbigniew Pomianek – Vice President of the Board with his spouse. 

The total acquisition price equalled the par value on shares and amounted to PLN 50,000 (fifty thousand zlotys).

PFN is a special purpose entity created with the objective to conduct the investment project of construction of the Company's new headquarters. 

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55/2008

Zawarcie umowy z Zakładami Azotowymi „Puławy” S.A.

Rzeszów, 28 maja 2008 r. 

Zarząd Asseco Poland S.A. („Spółka”) informuje, że w dniu 27 maja 2008 r. Spółka podpisała umowę z Zakładami Azotowymi „Puławy” S.A. („ZA Puławy”), której przedmiotem jest wdrożenie w ZA Puławy zintegrowanego systemu informatycznego opartego na oprogramowaniu SAP ERP w najnowszej wersji 6. Wdrożenie obejmuje większość aktywności przedsiębiorstwa. 

Platforma eksploatacyjna obejmuje sprzęt i oprogramowanie (bazy danych) produkcji IBM.

Wartość umowy przekracza 10 mln zł.

Podstawa prawna:
Zgodnie z § 56 ust 1 pkt 1 Ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych (Dz. U. 2005, nr 184, poz. 1539)

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54/2008

Acquisition of shares in Antegra d.o.o. by the subsidiary Asseco South Eastern Europe SA

Rzeszów, 26 May 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 26 May 2008 the Company was notified by its subsidiary Asseco South Eastern Europe SA ("Asseco SEE"), in which Asseco Poland SA holds 93% of the equity and voting interests, that on 21 May 2008 Asseco SEE concluded an agreement for acquisition of 70% of shares in the company Antegra d.o.o. Beograd with the seat at Vojvode Mišića 37-39, Belgrade, registered in the Serbian Company Registration Office under the number BD 3742.  The remaining 30% of shares are held by the company's former shareholders. 

The sellers are seven natural persons as well as EBIBER d.o.o. Beograd with the seat at Mike Alasa 46/12, Belgrade, registered in the Serbian Company Registration Office under the number BD 144716/2007.

The total value of the transaction shall not exceed EUR 8,960,000 (eight million nine hundred and sixty thousand euros). 

Antegra holds 100% of shares in its subsidiary IBIS A.D. BANJA LUKA seated at V Kozarske brigade 18, Banja Luka, Bosnia and Herzegovina, registered in the central register under the number No. 1937928; and 28% of shares in its associated company ENOVČANIK A.D. BEOGRAD, seated at Kosovska 51, Belgrade, registered in the Serbian Company Registration Office under the number BD 125327.

The Antegra Group is expected to generate a net profit of EUR 1.3 million for 2008. 

The Group employs 115 persons. 

Antegra is an IT company specialized in development of information technology solutions for banks. The company's products are being implemented in the banking sectors of Serbia, Bosnia, and Montenegro. The clients of Antegra include, among others, Raiffeisen Belgrade, Moscow Bank, AIK Bank Nis, Volksbank Belgrade, Piraeus Bank Belgrade, Srpska Banka Belgrade, and Privredna Banka Pancevo.

The above-mentioned acquisition of shares was financed with funds raised from the issuance of bonds conducted by Asseco SEE. The acquired shares constitute over 20.00% of the company's share capital, hence they are deemed assets of substantial value as understood by § 2 sec. 1 item 52 and sec. 5 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005.

Asseco SEE has already obtained permission of the Serbian Antimonopoly Office to purchase shares in Antegra.

Neither Asseco Poland SA nor any members of its management and supervisory staff have any connections with the seller of shares in Antegra or with its management staff. 

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54/2008

Acquisition of shares in Antegra d.o.o. by the subsidiary Asseco South Eastern Europe SA - revision

Rzeszów, 27 May 2008

The Management Board of Asseco Poland SA hereby makes a correction of a part of the current report no. 54/2008.

Previous text:
"The total value of the transaction shall not exceed EUR 8,960,000 (eight million nine hundred and sixty thousand euros)."

Revised text:
"The total value of the transaction shall not exceed EUR 6,270,000 (six million two hundred and seventy thousand euros)."

Other parts of the said current report are accurate and shall remain unchanged. 

53/2008

Draft resolutions of the General Meeting of Shareholders of Asseco Poland SA

Rzeszów, 21 May 2008

The Management Board of Asseco Poland SA ("the Company") discloses in public the draft resolutions of the Company's General Meeting of Shareholders to be held on 5 June 2008 at 12:00 noon in the InterContinental Hotel located at 49 Emilii Plater Str., Warsaw.

 zalacznik_projekty_uchwal_zwz_2008_06_05_en.pdf

Draft of resolutions for the ASM of Asseco Poland date 5 June 2008

52/2008

The Management Board to recommend dividend payment

Rzeszów, 12 May 2008 

The Management Board of Asseco Poland SA ("Asseco") informs that it intends to recommend to the Ordinary General Meeting of Shareholders of Asseco, to be held on 5 June 2008, to approve payment of a dividend for the financial year 2007 to the Company’s shareholders. The dividend shall amount to PLN 0.55 per 1 share of Asseco. 

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51/2008

Signing a memorandum of understanding on the merger

Rzeszów, 12 May 2008

The Management Board of Asseco Poland SA seated in Rzeszów ("Asseco", the “Company”) informs that today the Company concluded with ABG SA seated in Warsaw ("ABG" and collectively the "Companies") the memorandum of understanding on the merger (the "Memorandum") under which the Companies committed themselves to conduct the merger of Asseco with ABG (the "Merger").

Both the Companies are engaged in supply of software, computer hardware, databases as well as other IT related activities dedicated to a variety of sectors of the economy.

The planned Merger aims at enhancing the potential of the merging Companies and improving their ability to effectively compete in the local and European markets. It will also contribute significantly to stronger financial stability of business operations and, in a longer run, to creating higher value for shareholders of both the Companies.

According to the Memorandum, the Merger shall be executed by take-over, this is by transferring all the assets of ABG (being the acquired company) to Asseco in exchange for shares which will delivered by Asseco (as the taking-over company) to shareholders of ABG (the "Merger Shares"). 
The Management Boards of Asseco and ABG have determined the preliminary exchange ratio of 0.09798 Merger Share for one share of ABG. The final exchange ratio as well as other Merger conditions, as required by law, shall be agreed upon in the merger plan to be drawn up by the Management Boards of Asseco and ABG.

The Companies shall exercise due diligence to enable registration of the Merger till 1 October 2008 as well as introduction of the Merger Shares to public trading at the Warsaw Stock Exchange till the end of October 2008.

The Memorandum was concluded for a definite period of time: (a) till 31 December 2008, or (b) till the date of registration of the Merger. However, the Memorandum shall expire in the event the Companies fail to agree in writing upon the merger plan till 31 July 2008.

Concurrently, Asseco informs that following the Merger it intends to abide by the plan for establishing an integration company within the Asseco Group that would implement technical infrastructure projects and provide related services, about which Asseco notified in its current report no. 35/2008 of 10 April 2008.

50/2008

Insider transation

Rzeszów, 8th May 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 11 May 2008 the Company was notified, that on April 29th 2008 the person acting as a Vice-President of the Management Board sold 2,173 ordnary bearer shares of the Company, on the ordinary session, for the price of PLN 65.74 each. 

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49/2008

Acquisition of shares in Pexim Cardinfo by the subsidiary Asseco South Eastern Europe SA

Rzeszów, 8 May 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 7 May 2008 the Company was notified by its subsidiary Asseco South Eastern Europe SA ("Asseco SEE"), in which Asseco Poland SA owns 93% of the equity and voting interests, that on 6 May 2008 Asseco SEE concluded an agreement for acquisition of 60% of shares in the company Pexim Cardinfo d.o.o. with the seat at Mihajla Pupina 10b/II, Belgrade, registered in the Serbian Company Registration Office under the number BD 84331.  The remaining 40% of shares is held by the company's former shareholders.

The sellers are three natural persons as well as SRMI INVEST d.o.o. located at Bulevar Mihajla Pupina 10b/II, Belgrade, registered in the Serbian Company Registration Office under the number BD 47866/2007, MINI INVEST d.o.o. located at Bulevar Mihajla Pupina 10b/II, Belgrade, registered in the Serbian Company Registration Office under the number BD 47853/2007, and I4-INVENTION d.o.o. located at Bulevar Mihajla Pupina 10b/II, Belgrade, registered in the Serbian Company Registration Office under the number BD 56315/2007.

The total value of transaction shall not exceed EUR 10,670,000 (ten million six hundred and seventy thousand euros). 

Pexim Cardinfo holds 100% of shares in its subsidiary CARDINFO MONTENEGRO d.o.o. seated at 40 Bracana Bracanovića, Podgorica, Montenegro, entered in the central register of the Commercial Court in Podgorica, under the number 5-0292282/004; and 50% of shares in its subsidiary SIMT CARDINFO seated at 9 Industriska Cesta, Grosuplje, Slovenia, registered in the District Court in Ljubljana, under the number 2008/10289.
It is expected the companies of the Pexim Cardinfo Group will generate a net profit of EUR 2 million in 2008.

The Pexim Cardinfo Group employs 90 persons. 

Pexim Cardinfo is a leading producer, supplier and administrator of IT systems for e-banking, ATMs, and POS terminals. The company also provides the banking sector with comprehensive solutions for payment card transactions by delivering both the required products and infrastructure. The clients of Pexim Cardinfo include, among others, Banca Intesa, OTP Bank, Societe Generale, Agrobanka, Meridian Bank, AIK Banka NIS, Raiffeisen Bank, Metals Banka, Eurobank EFG, Bobar Banka a.d., Hypo Alpe Bank, and ProCredit Bank.

The above-mentioned acquisition of shares was financed with the funds raised from the issuance of bonds conducted by Asseco SEE. The acquired shares constitute over 20.00% of the company's share capital, hence they are deemed assets of substantial value as understood by § 2 sec. 1 item 52 and sec. 5 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005.

Asseco SEE has already obtained permission of the Serbian Antimonopoly Office to purchase shares in Pexim Cardinfo.

Neither Asseco Poland SA nor any members of its management and supervisory staff have any relations with the sellers of shares in Pexim Cardinfo or with its management staff. 

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48/2008

Registration of the merger between Asseco Romania SA and Asseco South Eastern Europe SA

Rzeszów, 8 May 2008

The Management Board of Asseco Poland SA seated in Rzeszów (the "Company") informs that on 8 May 2008 the District Court in Rzeszów, XII Commercial Department of the National Court Register, entered in the register of entrepreneurs the merger of the company Asseco South Eastern Europe SA ("Asseco SEE") seated in Rzeszów, entered in the register of entrepreneurs of the National Court Register under the number KRS 0000284571, with the company Asseco Romania SA ("Asseco Romania") seated in Rzeszów, entered in the register of entrepreneurs of the National Court Register under the number KRS 0000278721 (the "Merger"). 

The Merger was executed pursuant to article 492 § 1 item 1) and art. 515 § 1 (without an increase of share capital) of the Polish Commercial Companies Code, this is by transferring all the assets of Asseco Romania seated at Armii Krajowej 80, Rzeszów (the acquired company) to Asseco SEE.

This amalgamation is a part of the common policy of Asseco Poland SA and its subsidiaries Asseco SEE and Asseco Romania, both of which are holding type entities incorporating foreign companies engaged in supply of software, computer hardware, databases as well as other IT related activities. The said policy assumes streamlining and simplification of the Group's legal and organizational structure and establishing one, financially strong, holding company gathering subsidiary undertakings operating in the sector of information technology, which are based in the countries of South Eastern Europe.

Piotr Jeleński who is President of the Management Board of Asseco SEE at the same time serves as Vice President of the Management Board of Asseco Poland SA; Adam Góral who is Member of the Supervisory Board of Asseco SEE also holds the position of President of the Management Board of Asseco Poland SA; Przemysław Sęczkowski who is Member of the Supervisory Board of Asseco SEE also serves as Vice President of the Management Board of Asseco Poland SA; whereas Jacek Duch who is Member of the Supervisory Board of Asseco SEE concurrently acts as Chairman of the Supervisory Board of Asseco Poland SA. 

47/2008

Convening the Ordinary General Meeting of Shareholders

Rzeszów, 6 May 2008 

The Management Board of Asseco Poland SA with the seat at Al. Armii Krajowej 80, 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 0000033391 (the "Company"), informs about convening the Ordinary General Meeting of Shareholders (the "General Meeting") to be held on 5 June 2008 at 12:00 noon in the InterContinental Hotel in Warsaw, ul. Emilii Plater 49, 00-125 Warsaw.

Agenda for the General Meeting:
1. Opening of the General Meeting by the Chairman of the Supervisory Board and electing the Chairman of the General Meeting.

2. Determining whether the General Meeting was properly convened and whether it is able to pass resolutions.

3. Adopting the agenda for the General Meeting.

4. Considering the Management Board report on business operations of Asseco Poland SA in the financial year 2007.

5. Considering the financial statements of Asseco Poland SA for the financial year 2007.

6. Getting familiar with the certified auditor's opinion and report on the audit of the financial statements of Asseco Poland SA for the financial year 2007.

7. Getting familiar with the assessment made by the Supervisory Board of Asseco Poland SA on the Management Board report on the Company's operations in the financial year 2007, and with the assessment of the Company's financial statements for the financial year 2007.

8. Adopting resolutions on approval of the report of the Management Board of Asseco Poland SA on the Company's business operations in the financial year 2007 as well as on approval of the Company's financial statements for the financial year 2007.

9. Considering the consolidated financial statements of the Asseco Poland Group for the financial year 2007.

10. Considering the report on business operations of the Asseco Poland Group in the financial year 2007.

11. Getting familiar with the certified auditor's opinion and report on the audit of the consolidated financial statements of the Asseco Poland Group for the financial year 2007.

12. Adopting a resolution on approval of the consolidated financial statements of the Asseco Poland Group for the financial year 2007 and on approval of the report on business operations of the Asseco Poland Group in the financial year 2007.

13. Adopting resolutions on approval of performance of duties by Members of the Management Board of Asseco Poland SA during the financial year 2007.

14. Adopting resolutions on approval of performance of duties by Members of the Supervisory Board of Asseco Poland SA during the financial year 2007.

15. Adopting a resolution on distribution of net profit for the year 2007 generated by Asseco Poland SA and payment of a dividend. 

16. Considering the Management Board report on business operations of Prokom Software SA in the financial year 2007.

17. Considering the financial statements of Prokom Software SA for the financial year 2007.

18. Getting familiar with the certified auditor's opinion and report on the audit of the financial statements of Prokom Software SA for the financial year 2007.

19. Getting familiar with the assessment made by the Supervisory Board of Asseco Poland SA on the Management Board report on business operations of Prokom Software SA in the financial year 2007, and with the assessment of the financial statements of Prokom Software SA for the financial year 2007.

20. Adopting resolutions on approval of the report of the Management Board of Asseco Poland SA on business operations of Prokom Software SA in the financial year 2007 as well as on approval of the financial statements of Prokom Software SA for the financial year 2007.

21. Considering the consolidated financial statements of the Prokom Software Group for the financial year 2007.

22. Considering the report on business operations of the Prokom Software Group in the financial year 2007.

23. Getting familiar with the certified auditor's opinion and report on the audit of the consolidated financial statements of the Prokom Software Group for the financial year 2007.

24. Adopting a resolution on approval of the consolidated financial statements of the Prokom Software Group for the financial year 2007 and on approval of the report on business operations of the Prokom Software Group in the financial year 2007.

25. Adopting resolutions on approval of performance of duties by Members of the Management Board of Prokom Software SA during the financial year 2007.

26. Adopting resolutions on approval of performance of duties by Members of the Supervisory Board of Prokom Software SA during the financial year 2007.

27. Considering the Management Board report on business operations of Asseco Poland SA (company registration number KRS 0000104838) in the period from 1 January 2007 till 4 January 2007.

28. Considering the financial statements of Asseco Poland SA (registration no. KRS 0000104838) for the period from 1 January 2007 till 4 January 2007.

29. Getting familiar with the certified auditor's opinion and report on the audit of the financial statements of Asseco Poland SA (registration no. KRS 0000104838) for the period from 1 January 2007 till 4 January 2007.

30. Getting familiar with the assessment made by the Supervisory Board on the Management Board report on business operations of Asseco Poland SA (registration no. KRS 0000104838) in the period from 1 January 2007 till 4 January 2007, and with the assessment of the financial statements of Asseco Poland SA (registration no. KRS 0000104838) for the period from 1 January 2007 till 4 January 2007.

31. Adopting resolutions on approval of the report of the Management Board of Asseco Poland SA on business operations of Asseco Poland SA (registration no. KRS 0000104838) in the period from 1 January 2007 till 4 January 2007 as well as on approval of the financial statements of Asseco Poland SA (registration no. KRS 0000104838) for the period from 1 January 2007 till 4 January 2007.

32. Adopting resolutions on approval of performance of duties by Members of the Management Board of Asseco Poland SA (registration no. KRS 0000104838) for the period from 1 January 2007 till 4 January 2007.

33. Adopting resolutions on approval of performance of duties by Members of the Supervisory Board of Asseco Poland SA (registration no. KRS 0000104838) for the period from 1 January 2007 till 4 January 2007.

34. Passing a resolution on changing the composition of the Supervisory Board.

35. Passing a resolution on deleting § 7 of the Company's Articles of Association.

§ 7 of the Articles of Association, with the existing reading presented below, shall be deleted:

§ 7 Conditional Increase of Share Capital
1. The Company's conditional share capital amounts to not more than PLN 356,515 (three hundred and fifty-six thousand five hundred and fifteen zlotys) and comprises up to 356,515 (three hundred and fifty-six thousand five hundred and fifteen) ordinary bearer shares of series G.
2. Pre-emptive rights to shares of series G being acquired from the conditional share capital are excluded.
3. The right to acquire shares of series G is vested in the holders of subscription warrants issued by the Company based on the resolution of the Extraordinary General Meeting of Shareholders of 20 February 2008. 
4. The right to acquire shares of series G is exercisable within 14 (fourteen) days from the date of registration of the Company's merger with Prokom Software SA.

36. Closing the General Meeting. 

The shareholders holding bearer shares as well as registered shares admitted to trading on the regulated market shall have the right to participate in the General Meeting provided they submit to the Company, not later than till 28 February 2008, 24:00 hours, the depository certificates issued by the brokerage houses keeping such shareholders' securities accounts. 

Shareholders may participate in the General Meeting and exercise their voting rights personally or by proxies. A letter of proxy to participate in the General Meeting shall be deemed effective provided it is made in writing.

The list of shareholders entitled to participate in the General Meeting shall be displayed at the Company's seat during three business days before the General Meeting is held. Pursuant to art. 407 § 2 of the Polish Commercial Companies Code, the copies of motions concerning matters included in the agenda shall be made available within one week prior to the General Meeting.

Registration of the shareholders entitled to participate in the General Meeting shall begin half an hour before the General Meeting is commenced.

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46/2008

Summary of the issuance of Series G Shares

Rzeszów, 30 April 2008

Acting on the basis of art. 33 sec. 1 of the Regulation of the Council of Ministers on current and periodic information to be submitted by issuers of securities dated 19 October 2005, the Management Board of Asseco Poland SA (the "Company") discloses information constituting a summary of the issuance of ordinary bearer shares of series G (the "Series G Shares") which were offered under private subscription, as understood by art. 431 sec. 2 item 1 of the Law dated 15 September 2000 – the Polish Commercial Companies Code, to the holders of subscription warrants issued following Resolution no. 7 of the Company's Extraordinary General Meeting of Shareholders of 20 February 2008. The issuance of Series G Shares was not effected by a public offering, as understood by art. 3 sec. 3 of the Law on public offering and conditions governing the introduction of financial instruments to organized trading and on public companies, dated 29 July 2005 (the "Law on public offering"), because the Series G Shares were offered exclusively to two investors. Because the Series G Shares were delivered as a result of exercise of the subscription warrants issued by the Company, pursuant to art. 7 sec. 4 item 3 of the Law on public offering, the Company was neither required to seek approval nor to publish an issuance prospectus in order to apply for admission of Series G Shares to public trading on the regulated market.

1. Dates of opening and closure of the subscription or sale: 
 The subscription was effected from 2 to 15 April 2008, this is over the period of 14 days following the registration of the Company's merger with Prokom Software SA (see: current report no. 30/2008 of 1 April 2008).

2. Date of allocation of securities:
 Due to the nature of the issuance, the Series G Shares were not subject to allocation. The shares were acquired by the eligible persons on 8 April 2008.

3. Number of securities offered under the subscription or sale:
  356,515 shares of series G.

4. Rate of reduction in individual tranches, in case if even within one tranche the number of allocated securities was lower than the number of securities subscribed for
Not applicable.

5. Number of securities subscribed for under the subscription or sale:
356,515 ordinary bearer shares of series G.

6. Number of securities allocated under the subscription or sale:
356,515 shares of series G.

7. Issue price at which the securities were purchased (acquired):
PLN 83.67 per 1 share of series G.

8. Number of persons who subscribed for the securities offered under the subscription or sale in individual tranches:
Series G Shares were subscribed for by 2 persons authorized to do so by Resolution no. 7 of the Company's Extraordinary General Meeting of Shareholders of 20 February 2008.

9. Number of persons to whom the securities offered under the subscription or sale were allocated in individual tranches:
Series G Shares were allocated to and acquired by 2 persons authorized by Resolution no. 7 of the Company's Extraordinary General Meeting of Shareholders of 20 February 2008.

10. Names of underwriters who acquired the securities as a result of execution of underwriting agreements, inclusive of the number of securities acquired and the actual per-unit price paid for securities (the issue or sale price less the premium for acquisition of securities as a result of execution of an underwriting agreement):
  Not applicable – no underwriting agreements were concluded.

11. Total value of the conducted subscription or sale, understood as the product of multiplying the number of securities offered by their issue or sale price:
PLN 29,829,610.05 

12. Total expenses classified as the costs of issuance of Series G Shares:
As the issuance of Series G Shares was conducted simultaneously with the issuance of shares of series F, that were issued for shareholders of Prokom Software SA ("Prokom") in connection with Company's merger with Prokom, the Company did not make a separate determination of the costs of issuance of Series G Shares.

The aggregate costs of issuance of shares of series F and G amounted to PLN 36,372,351.21, of which:
a) preparation and conduct of the offering: not applicable; 
b) premium for underwriters: no costs incurred; 
c) preparation of the information memorandum for the shares of series F and consulting costs: PLN 36,372,351.21;
d) promotion of the offering: no costs incurred.

In order to have the above-mentioned costs accounted for in the Company's books, the amount of PLN 36,372,351.21 was recognized under deferred expenses; whereas, in the Company's financial statements for the first quarter of 2008, deferred expenses will be decreased by that amount while goodwill will be increased accordingly.

13. Average cost of conducting the subscription or sale per unit of securities offered:
The average cost of conducting the subscription of Series G Shares attributable to 1 share was computed proportionally to the aggregate costs of issuance of shares of series F and G and amounted to PLN 1.82 (one zloty and 82/100).

46/2008

Summary of the issuance of Series G Shares – revision

Rzeszów, 6 May 2008

The Management Board of Asseco Poland SA hereby makes a correction of a part of the current report no. 46/2008.

Previous text:

12. Total expenses classified as the costs of issuance of Series G Shares:
As the issuance of Series G Shares was conducted simultaneously with the issuance of shares of series F, that were issued for shareholders of Prokom Software SA ("Prokom") in connection with Company's merger with Prokom, the Company did not make a separate determination of the costs of issuance of Series G Shares.

The aggregate costs of issuance of shares of series F and G amounted to PLN 36,372,351.21, of which:
a) preparation and conduct of the offering: not applicable; 
b) premium for underwriters: no costs incurred; 
c) preparation of the information memorandum for the shares of series F and consulting costs: PLN 36,372,351.21;
d) promotion of the offering: no costs incurred.

"In order to have the above-mentioned costs accounted for in the Company's books, the amount of PLN 36,372,351.21 was recognized under deferred expenses; whereas, in the Company's financial statements for the first quarter of 2008, deferred expenses will be decreased by that amount while goodwill will be increased accordingly."

Revised text:

"In order to have the above-mentioned costs accounted for in the Company's books, the amount of PLN 36,372,351.21 was recognized under deferred expenses; whereas, in the Company's financial statements for the second quarter of 2008, deferred expenses will be decreased by that amount while goodwill will be increased accordingly."

Other parts of the current report are accurate and shall remain unchanged.

45/2008

Introduction of Series G Shares to public trading

Rzeszów, 25 April 2008

The Management Board of Asseco Poland SA (the "Company") informs that the Management Board of the Warsaw Stock Exchange ("WSE"), by its resolution no. 312/2008 of 24 April 2008, decided to introduce the Company's 356,515 ordinary bearer shares of series G to public trading on the main market as of 28 April 2008, provided the shares are registered by the National Depository for Securities (the "Polish NDS") and designated with the code PLSOFTB00016.

44/2008

Registration of series G shares in the National Depository for Securities

Rzeszów, 23 April 2008 

The Management Board of Asseco Poland SA ("Asseco") informs that on 22 April 2008 the Management of the National Depository for Securities, by its resolution no. 234/08, decided to register 356,515 ordinary bearer shares of series G of Asseco Poland SA, with a par value of PLN 1 each, issued under the conditional increase of the Asseco's share capital, and to designate them with the code PLSOFTB00016 on condition the Warsaw Stock Exchange decides to introduce these shares to public trading on the same regulated market to which other Asseco shares designated with the code PLSOFTB00016 have been introduced.

The shares shall be registered in the National Depository for Securities within 3 days since the time Asseco submits documents confirming the WSE decision to introduce these shares to public trading on the regulated market; however, not earlier than on the date of actual introduction of the shares to public trading as indicated in that decision.

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43/2008

List of information disclosed to public by Asseco Poland SA in 2007

Rzeszów, 23 April 2008

The Management Board of Asseco Poland SA presents the enclosed list of all the information specified in art. 56 section 1 item 2007 of the Law on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies, which information was disclosed to public by Asseco Poland SA during the year 2007. The complete list of information is available on our website www.asseco.pl in the Investor Relations section.

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42/2008

Information about own shares held by the Company

Rzeszów, 22 April 2008

The Management Board of Asseco Poland SA (the "Company") informs that in connection with the registration of an increase of the Company's share capital to the amount of PLN 71,292,980 made on 18 April 2008 as a result of issuance of series G shares, Asseco Poland SA holds in total 11,611,450 of its own ordinary bearer shares which now represent 16.29% of the Company’s share capital, and entitle to 11,611,450 votes or 16.29% voting interest at the Company's General Meeting of Shareholders; nevertheless, according to art. 364 § 2 of the Polish Commercial Companies Code, the Company does not exercise any shareholding rights from own shares held.

Before the above-mentioned registration the Company held in total 11,611,450 of its own ordinary bearer shares which then represented 16.37% of the Company’s share capital, and entitled to 11,611,450 votes or 16.37% voting interest at the Company's General Meeting of Shareholders; nonetheless, according to art. 364 § 2 of the Polish Commercial Companies Code, the Company did not exercise any shareholding rights from own shares held.

41/2008

Change in Mr. Adam Góral's shareholding

Rzeszów, 22 April 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 22 April 2008 the Company was notified by Mr. Adam Góral about a decrease of his share in the total number of votes at the General Meeting of Shareholders in connection with the registration of an increase of the Company's share capital to the amount of PLN 71,292,980 made on 18 April 2008 as a result of issuance of series G shares.

As a consequence Mr. Adam Góral holds in total 8,083,000 ordinary bearer shares of the Company which now represent 11.34% of the Company’s share capital, and entitle to 8,083,000 votes or 11.34% voting interest at the Company's General Meeting of Shareholders.

Before the above-mentioned registration Mr. Adam Góral held in total 8,083,000 ordinary bearer shares of the Company which then represented 11.40% of the Company’s share capital, and entitled to 8,083,000 votes or 11.40% voting interest at the Company's General Meeting of Shareholders.

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40/2008

Registration of the share capital increase of Asseco Poland SA

Rzeszów, 18 April 2008 

The Management Board of Asseco Poland SA (the "Company") informs that on 18 April 2008 the District Court in Rzeszów, XII Commercial Department of the National Court Register, registered an increase of the Company's share capital in connection with issuance of 356,515 ordinary bearer shares of series G, being assigned from the conditional share capital to the holders of subscription warrants following Resolution no. 7 of the Company's Extraordinary General Meeting of Shareholders of 20 February 2008.

With regard to the above:
(i) after the registration the Company's share capital amounts to PLN 71,292,980;
(ii) the total number of votes, resulting from all the issued Company shares, equals 71,292,980.

39/2008

Applications for registration of series G shares in the National Depository for Securities and for their introduction to public trading on the Warsaw

Rzeszów, 17 April 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 17 April 2008 the Company submitted an application to the National Depository for Securities for registration of 356,515 ordinary bearer shares of series G with a par value of PLN 1 each ("Series G Shares") being assigned from the conditional share capital to the holders of subscription warrants. The subscription warrants were offered to the preferred shareholders of Prokom Software SA ("Prokom") pursuant to clause 8 of the Merger Plan, as informed about in the current report no. 79/2007, in connection with the Company's merger with Prokom. The registration shall be conducted on condition the Series G Shares are admitted and introduced to public trading on the Warsaw Stock Exchange. 

Furthermore, the Management Board informs that on 17 April 2008 the Company filed an application to the Warsaw Stock Exchange for introduction of Series G Shares to public trading following their registration in the National Depository for Securities.

The Company's intention is to have the first quotation of series G shares on 28 April 2008.

Legal basis:
Article 56 section 1 item 1 of the Law on public offering and conditions governing the introduction of financial instruments to organized trading, and on public companies dated 29 July 2005 (Journal of Laws of 2005 No. 184, entry 1539)

38/2008

Number of Asseco Poland shares held by Deutsche Bank AG

Rzeszów, 17 April 2008

The Management Board of Asseco Poland SA ("Asseco") informs that on 17 April 2008 it was notified that in connection with the merger of Asseco Poland SA and Prokom Software SA ("Prokom") the shareholding of Deutsche Bank AG in the share capital of Asseco Poland SA has changed. 
On 1 April 2008, before the merger of Asseco Poland SA and Prokom Software SA, Deutsche Bank AG held 774,293 shares of Prokom, which represented 5.574% of Prokom's share capital and entitled to 5.292% voting interest at the General Meeting of Shareholders of Prokom.
After the merger Deutsche Bank AG holds 1,693,241 shares of Asseco, which represent 2.387% of Asseco's share capital and entitle to 2.387% votes at the General Meeting of Shareholders of Asseco.

Legal basis:
Article 70 section 1 of the Law on public offering and conditions governing the introduction of financial instruments to organized trading, and on public companies dated 29 July 2005 (Journal of Laws of 2005 No. 184, entry 1539)

37/2008

Change in the Company's own shareholding interest

Current report no. 37/2008 
Rzeszów, 11 April 2008 

The Management Board of Asseco Poland SA (the "Company") informs that as of 11 April 2008, following the commencement of quotation of the Company's shares of series F, as allocated to shareholders of Prokom Software SA (the "Acquired Company") in connection with the merger between the Company and the Acquired Company, the Company's voting interest at its General Meeting of Shareholders decreased. 

As a consequence the Company holds in total 11,611,450 own ordinary bearer shares which now represent 16.37% of the Company’s share capital, and entitle to 11,611,450 votes or 16.37% voting interest at the Company's General Meeting of Shareholders; nevertheless, according to art. 364 § 2 of the Polish Commercial Companies Code, the Company does not exercise any shareholding rights from own shares held.

Before the above-mentioned event the Company holds in total 11,611,450 own ordinary bearer shares which then represented 22.727% of the Company’s share capital, and entitled to 11,611,450 votes or 22.727% voting interest at the Company's General Meeting of Shareholders; nonetheless, according to art. 364 § 2 of the Polish Commercial Companies Code, the Company did not exercise any shareholding rights from own shares held.

Legal basis:
Article 70 of the Law on public offering and conditions governing the introduction of financial instruments to organized trading, and on public companies dated 29 July 2005 (Journal of Laws of 2005 No. 183, entry 1538)

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36/2008

Change in Mr. Adam Góral's shareholding interest

Rzeszów, 11 April 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 11 April 2008 the Company was notified by Mr. Adam Góral about a decrease of his share in the total number of votes at the General Meeting of Shareholders which resulted from entering the Company's series F shares, being allocated to shareholders of Prokom Software SA (the "Acquired Company") in connection with the merger between the Company and the Acquired Company, in the securities accounts of participants in the National Depository for Securities. 

As a consequence Mr. Adam Góral holds in total 8,083,000 ordinary bearer shares of the Company which now represent 11.40% of the Company’s share capital, and entitle to 8,083,000 votes or 11.40% voting interest at the Company's General Meeting of Shareholders.

Before the above-mentioned action Mr. Adam Góral held in total 8,083,000 ordinary bearer shares of the Company which then represented 15.82% of the Company’s share capital, and entitled to 8,083,000 votes or 15.82% voting interest at the Company's General Meeting of Shareholders.

Legal basis:

Article 70 of the Law on public offering and conditions governing the introduction of financial instruments to organized trading, and on public companies dated 29 July 2005 (Journal of Laws of 2005 No. 183, entry 1538)

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35/2008

Asseco Poland SA enters into negotiations with ABG SA for establishing an integration company to implement technical infrastructure projects in the As

Rzeszów, 10 April 2008

The Management Board of Asseco Poland SA seated in Rzeszów ("Asseco") informs that yesterday the company ABG SA seated in Warsaw ("ABG"), represented by its President of the Board, Dariusz Brzeski, invited Asseco to enter into negotiations on establishing an integration company within the Group of Asseco Poland, which would implement technical infrastructure projects and provide related services, also for the Polish pillar of the Asseco Poland Group. The company would be created on the basis of companies Asseco Systems SA and the ABG-owned Optix Polska Sp. z o.o., both specialized in execution of technical infrastructure projects, as well as other organisational units of Asseco and ABG engaged in provision of the related services.

As the invitation to negotiations submitted by ABG contributes to acceleration of the process of streamlining the organizational structure and determining a transparent division of competence within the Asseco Poland Group, which is gradually and consistently pursued by Asseco, the Management Board of Asseco decided to accept the invitation. As a consequence the Parties made a mutual decision to enter into detailed negotiations concerning the subject of ABG's potential offer and granted each other the exclusive right to conduct these negotiations till 30 May 2008. An argument for entering into negotiations are the initial estimates of the above-mentioned project which indicate that economic benefits of such solution may be substantially higher, either for the shareholders of ABG and Asseco, than in case of the solution considered (planned) by Asseco so far.

With regard to the above facts, the Management Board of Asseco resigned from making a contribution of Asseco's 100% equity stake in the share capital of Asseco Systems SA seated in Warsaw to the group of Asseco Business Solutions SA seated in Lublin in exchange for issuance of shares of Asseco Business Solutions SA to be assigned to Asseco. The Management Board of Asseco Business Solutions SA has been notified about that in writing.

Legal basis:
Article 56 section 1 item 1 of the Law on public offering and conditions governing the introduction of financial instruments to organized trading, and on public companies dated 29 July 2005 (Journal of Laws of 2005 No. 184, entry 1539)

34/2008

Introduction of shares to public trading

Rzeszów, 10 April 2008

The Management Board of Asseco Poland SA (the "Company") informs that the Management Board of the Warsaw Stock Exchange ("WSE"), by its resolution no. 269/2008 of 9 April 2008, decided to introduce the Company's 19,846,081 ordinary bearer shares of series F to public trading on the main market as of 11 April 2008 provided the shares are registered by the National Depository for Securities (the "Polish NDS") and designated with the code PLSOFTB00016.

Furthermore, the Management Board of WSE, by its resolution no. 270/2008 of 9 April 2008, decided to exclude from public trading the shares of Prokom Software SA as of 11 April 2008. The exclusion from trading is a consequence of the merger conducted between the Company and Prokom Software SA.
Concurrently, the Company's Management Board informs that on 10 April 2008 it was notified by the Operations Department of the Polish NDS about registration of the Company's series F shares under the code PLSOFTB00016 with effect as of 11 April 2008. Following that registration, the total number of the Company's shares equals 70,936,465.

Legal basis:
Article 34 sec. 1 item 4 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005 (Journal of Laws of 2005 No. 209, entry 1774)

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33/2008

Acquisition of own shares

Rzeszów, 7 April 2008 

The Management Board of Asseco Poland SA (the "Company"), in connection with acquisition of own shares as a result of the Company's merger with Prokom Software SA ("Prokom"), (the "Merger") on 1 April 2008, about which the Company notified in its current report no. 30/2008, hereby reveals the following information: 

1. Legal basis for acquisition of own shares: the acquisition took place by universal succession pursuant to art. 362 § 1 item 3 in conjunction with art. 494 § 1 of the Polish Commercial Companies Code;
2. Number of shares acquired: 11,611,450;
3. Reason for acquisition of own shares: the Company's merger with Prokom;
4. Objective of acquisition of own shares: not applicable due to the nature of transaction;
5. Average price per share acquired: with regard to the nature of transaction the acquired shares did not have a purchase price;
6. Total par value on shares acquired: PLN 11,611,450.00;
7. Interest of own shares acquired in the Company's share capital: 22.727%;
8. Number of votes at the Company's General Meeting of Shareholders represented by the shares acquired: 11,611,450.

Concurrently, in order to fulfil the obligation under art. 69 sec. 1 item 1 of the Law on public offering, the Company informs that as a result of the said acquisition the Company has exceeded the threshold of 20% of the total number of votes at the Company's General Meeting of Shareholders. Consequently, the Company holds a 22.727% voting interest; nevertheless, according to art. 364 § 2 of the Polish Commercial Companies Code, the Company does not exercise any shareholding rights from own shares held.

Before the above-mentioned transaction the Company did not hold any own shares. The Company does not intend to increase the number of own shares held during the next 12-month period.

Legal basis:
Art. 69 sec. 1 item 1 of the Law on public offering, conditions governing the introduction of financial instruments to organized trading, and public companies, and § 5 sec. 1 item 6 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005.

 

 

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32/2008

Registration of shares in the National Depository for Securities, setting the reference day and filing an application for introduction of series F sha

Rzeszów, 3 April 2008 

The Management Board of Asseco Poland SA ("Asseco") informs that on 2 April 2008 the Management of the National Depository for Securities, by its resolution no. 189/08, decided (a) to register up to 19,847,748 ordinary bearer shares of series F of Asseco Poland SA, with a par value of PLN 1 each, subject to registration following the allocation of Asseco shares carried out in accordance with § 153 of the Detailed Rules of Procedure of the National Depository for Securities, by exchanging shares of Prokom Software SA to shares of Asseco Poland SA applying an exchange ratio of 1:1.82 in connection with the merger of these companies executed pursuant to art. 492 § 1 item 1 of the Polish Commercial Companies Code, this is by taking over the company of Prokom Software SA by Asseco Poland SA, and (b) to designate them with the code PLSOFTB00016 on condition the Warsaw Stock Exchange decides to introduce these shares to public trading on the same regulated market to which other Asseco shares designated with the code PLSOFTB00016 have been introduced. 

The shares shall be registered in the National Depository for Securities within 3 days since the time Asseco submits documents confirming that the decision to introduce these shares to public trading on the regulated market; however, not earlier than on the date of actual introduction of the shares to public trading as indicated in that decision.
The reference day, referred to in § 153 of the Detailed Rules of Procedure of the National Depository for Securities, shall be 4 April 2008.

Subsequently to the allocation of shares, the register accounts maintained by the National Depository for Securities for the shares of Prokom Software SA shall be closed. 
Furthermore, the Management Board of Asseco Poland SA informs that on 3 April 2008 Asseco filed an application to the Warsaw Stock Exchange for introduction to public trading of up to 19,847,748 ordinary bearer shares of series F of Asseco Poland SA following their registration in the National Depository for Securities. 
The Company's intention is to have the first quotation of series F shares on 11 April 2008.

Legal basis:

Article 34 sec. 1 item 1 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005 (Journal of Laws of 2005 No. 209, entry 1774), article 56 sec. 1 item 2 of the Law on public offering – current and periodic information, and § 9 of the Rules and Regulations of the Warsaw Stock Exchange.

31/2008

Application for registration of shares in the National Depository for Securities and setting the reference day

The Management Board of Asseco Poland SA (the "Company") informs that yesterday the Company filed an application with the National Depository for Securities ("KDPW") for registration of up to 19,847,748 ordinary bearer shares of series F (the "Series F Shares") in the National Depository for Securities. The Series F Shares will be provided to shareholders of Prokom Software SA ("Prokom") in connection with the Company's merger with Prokom, on condition they become allocated and subsequently admitted and introduced to public trading on the regulated market of the Warsaw Stock Exchange. 

Concurrently the Company applied to the National Depository for Securities for setting the reference day for the purpose of allocation of Series F Shares to shareholders of Prokom as at 4 April 2008.

Legal basis:
Article 56 section 1 item 1 of the Law on public offering and conditions governing the introduction of financial instruments to organized trading, and on public companies dated 29 July 2005 (Journal of Laws of 2005 No. 184, entry 1539)

30/2008

Registration of the merger of Asseco Poland SA with Prokom Software SA

Rzeszów, 1 April 2008

The Management Board of Asseco Poland SA seated in Rzeszów (the "Company") informs that on 1 April 2008 the registry court competent for the Company's seat, i.e. the District Court in Rzeszów, XII Commercial Department of the National Court Register, entered in the register of entrepreneurs the Company's merger with Prokom Software SA seated in Warsaw, entered in the register of entrepreneurs of the National Court Register under the number KRS 41559 ("Prokom") (the "Merger"). 
The Merger was executed pursuant to article 492 § 1 item 1 of the Polish Commercial Companies Code, this is by transferring all the assets of Prokom to the Company in exchange for the Company's shares which shall be assigned to Prokom shareholders (merger by acquisition).

Asseco conducts business activities including development of software and provision of IT services for the banking sector and miscellaneous companies. Prokom is engaged in design and integration of information systems, design and construction of computer networks as well as administration of wide area networks.

In connection with registration of the Merger, there was also registered an increase in the Company's share capital by the amount not higher than PLN 19,847,748 which is covered by the assets of Prokom evaluated for the Merger purposes, through issuance of up to 19,847,748 ordinary bearer shares of series F with a par value of PLN 1 (one zloty) each (the "Merger Shares"). The final number of Merger Shares Prokom shareholders are eligible for shall be determined only after the date serving as the reference day pursuant to applicable regulations. 

Concurrently with the Merger, on 1 April 2008 there was also registered a conditional increase of the Company's share capital, excluding pre-emptive rights of the existing shareholders, by the amount of PLN 356,515 through issuance of not more than 356,515 ordinary bearer shares of series G. The objective of such conditional increase of share capital is to vest the right to acquire series G shares in the holders of registered subscription warrants issued by the Company. 

Furthermore the Merger required registration of an amendment to the Company's Articles of Association.

Legal basis:
Article 39 section 1 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005 (Journal of Laws of 2005 No. 209, entry 1774)

29/2008

Udostępnienie do publicznej wiadomości Memorandum Informacyjnego i informacja o zawieszeniu notowań akcji Prokom Software S.A.

Zarząd Asseco Poland S.A. („Spółka”) informuje, iż w dniu wczorajszym otrzymał z Komisji Nadzoru Finansowego („KNF”) pismo informujące, że w związku z upływem w dniu 21 marca 2008 r. terminu do zgłoszenia przez KNF sprzeciwu wobec dokonywanej oferty publicznej na podstawie memorandum informacyjnego złożonego do KNF wraz z zawiadomieniem, o którym mowa w art. 38 ust. 1 Ustawy o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych (Dz.U. z dnia 23 września 2005 r.) („Memorandum Informacyjne”), KNF nie zgłasza sprzeciwu wobec dokonywania oferty publicznej akcji serii F Spółki. Akcje serii F zostaną wydane akcjonariuszom Prokom Software S.A. („Prokom”) w związku z połączeniem Spółki z Prokom („Połączenie”).

Spółka informuje, iż w dniu wczorajszym Memorandum Informacyjne zostało udostępnione do publicznej wiadomości na stronie internetowej Spółki: www.asseco.pl oraz na stronie internetowej Prokom: www.prokom.pl
Jednocześnie Zarząd informuje, że w Sądzie Rejonowym w Rzeszowie XII Wydział Gospodarczy Krajowego Rejestru Sądowego złożony został wniosek o rejestrację Połączenia.

W związku z powyższym zarząd Prokom w porozumieniu z zarządem Spółki złożył wniosek o zawieszenie notowań akcji Prokom na Giełdzie Papierów Wartościowych w Warszawie S.A. („GPW”) począwszy od dnia 31 marca 2008 r. Po uzyskaniu informacji o rejestracji Połączenia i dokonaniu stosownych uzgodnień z zarządem GPW Zarząd Spółki poinformuje w formie raportu bieżącego o dacie rozpoczęcia notowań Akcji Połączeniowych na GPW.

28/2008

Statements on adhering to the Corporate Governance Standards by the Company

Rzeszów, 19 March 2008

The Management Board of Asseco Poland SA made the following statement concerning the Company's adhering to the corporate governance standards as set forth by the Supervisory Board and Management Board of the Warsaw Stock Exchange pursuant to § 29 of the Rules and Regulations of the Warsaw Stock Exchange:

As the corporate governance standards entitled "Code of Best Practice for WSE Listed Companies" became effective, the Management Board of Asseco Poland SA hereby informs that the Company does not apply the following corporate governance standards:

Rule II.1.11 
The Company maintains its corporate website where it makes available information known to the Management Board based on a statement by a member of the Supervisory Board on any relationship of a member of the Supervisory Board with a shareholder who holds shares representing not less than 5% of all votes at the Company’s General Meeting. 
The Company applies the above-mentioned rule to a limited scope, only when a member of its Supervisory Board files an appropriate statement concerning any relationship of a member of the Supervisory Board with a shareholder who holds shares representing not less than 5% of all votes at the Company’s General Meeting.

Rule II.3 
Before the Company executes a significant agreement with a related entity, the Management Board shall request the Supervisory Board for approval of such transaction/agreement. This obligation does not apply to typical transactions concluded under market conditions within the operating activities carried out by the company with a subsidiary, where the company holds a majority stake. For the purpose of this document, the related entity shall be understood within the meaning of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005. 
The Company does not apply this rule due to its adopted and implemented operating strategy and distribution of authority under which the Management Board is assigned such competence, hence it is allowed to take such decisions independently.  The authority has been delegated in such a way as to ensure that the Company's current operations are conducted efficiently and that particular competences are doubled between the Company's corporate bodies.

Rule III.2 
A member of the Supervisory Board should submit to the Company’s Management Board information on any relationship with a shareholder who holds shares representing not less than 5% of all votes at the General Meeting. This obligation concerns financial, family, and other relationships which may affect the position of such member of the Supervisory Board on issues decided by the Supervisory Board. 
The Company applies the above-mentioned rule to a limited scope, only when a member of its Supervisory Board files an appropriate statement concerning any relationship of a member of the Supervisory Board with a shareholder who holds shares representing not less than 5% of all votes at the Company’s General Meeting.

Rule III.8
Annex I to the European Commission Recommendation of 15 February 2005 on the role of non executive directors (…) should apply to the tasks and operation of the committees of the Supervisory Board. 
The Company does not apply this rule because, due to a small number of members of the Supervisory Board as determined by the Articles of Association, there operate no sub-committees within the Company's Supervisory Board. 

Rule III.9 
Execution by the Company of an agreement/transaction with a related entity which meets the conditions of section II item 3 requires the approval of the Supervisory Board. 
The Company does not apply this rule due to its adopted and implemented operating strategy and distribution of authority under which the Management Board is assigned such competence, hence it is allowed to take such decisions independently.  The authority has been delegated in such a way as to ensure that the Company's current operations are conducted efficiently and that particular competences are doubled between the Company's corporate bodies.

27/2008

Appointment of Vice Presidents of the Management Board and election of Vice Chairman of the Supervisory Board of Asseco Poland SA

Rzeszów, 13 March 2008

The Management Board of Asseco Poland SA ("Asseco") informs that the Supervisory Board, at its meeting held on 12 March 2008, passed resolutions on appointment of Messrs Tadeusz Dyrga, Krzysztof Kardaś and Włodzimierz Serwiński as Vice Presidents of the Management Board of Asseco Poland SA. 

These resolutions shall come into effect provided the resolution on the merger of Asseco Poland SA based in Rzeszów with Prokom Software SA based in Warsaw and on amendment of the Articles of Association of Asseco, as adopted by the Company's General Meeting of Shareholders on 20 February 2008, is entered in the Register of Entrepreneurs. However, in the event entering of these resolutions in the Register of Entrepreneurs is denied by a legally binding ruling, they shall become null and void.

Tadeusz Dyrga, aged 58. Graduated from Gdańsk University of Technology. In the years 1973-1986 worked as an academic teacher and head of the scientific and research team at Gdańsk University of Technology. Over the period 1987-1997 Mr. Dyrga served as a manager and vice director of the Innovative Computer Technology Department of PROKOM and subsequently as a Director of Prokom Software System Ltd. Since 1997 employed by Prokom Software SA as a Director of the Software Production Division and Member of the Management Board. Since 1999 Mr. Dyrga was responsible for the project of implementing a comprehensive IT system for the Polish Social Insurance Institution (ZUS). In 2002 appointed to the position of Vice President of the Management Board which he performed until the recent incorporation of Prokom Software SA into Asseco Poland SA. 

Mr. Tadeusz Dyrga does not conduct any activities competitive to Asseco Poland SA and is not a partner in any competitive partnership nor a member of the governing body of a capital company nor a member of any other competitive legal person's body. He does not appear in the Register of Insolvent Debtors, maintained according to the Polish National Court Register Act.

Krzysztof Kardaś, aged 46. Graduated from Wrocław University, Faculty of Mathematics, Physics and Chemistry. In the years 1982-1986 employed as a software specialist and manager at the Industrial Systems Design Department of the Computer Systems Automation and Measurement Institute. Over the period 1986-1991 acted as a Technology Director with ELWRO 45, a joint venture undertaking of ELWRO and the French 45 Organisation. In the years 1992-1993 worked as an IT Director at WALMAK Ltd. From 1993 to 1996 employed by Prokom Software System Ltd. as the Wrocław Division Director. Since 1996 worked for Prokom Software SA as a Director of the Implementation and Training Division. Since 2006 till March 2008 acted as a Director for Industry and Administration Business Areas. Since 1998 served as a Member of Prokom's Management Board. 

Mr. Krzysztof Kardaś does not conduct any activities competitive to Asseco Poland SA and is not a partner in any competitive partnership nor a member of the governing body of a capital company nor a member of any other competitive legal person's body. He does not appear in the Register of Insolvent Debtors, maintained according to the Polish National Court Register Act.

Włodzimierz Serwiński, aged 40. Graduated from Gdańsk University of Technology where he majored in information technology (Faculty of Electronics, Telecommunication and Information Technology). Employed by Prokom continuously since 1993. In the years 1993-1994 worked with development of the Bank System PROBANK as a software engineer and subsequently designer. In the period 1994-1997 managed the project of development and implementation of the Brokerage System PROMAK and PROMAK-Sponsor. In 1997 took over as a manager for the project of creating a comprehensive IT system for the Polish Social Insurance Institution (ZUS). Since 2003 Mr. Serwiński carried out projects related to the insurance sector. In the years 2003-2004 played a leading role in preparation of the offer placed by Prokom and CSC (Computer Sciences Corporation) for the PZU Group. Afterwards, in 2004 managed the project of implementing the Graph Talk AIA system at PZU Life SA. Since December 2007 acted as Member of the Management Board of Prokom Software SA.

Mr. Włodzimierz Serwiński notified the Company that, apart from the Company, he was engaged in business activities as a partner in the partnership Truck and Cargo Software House S.C. Bańkowski Serwiński, which runs an internet portal (www.prago.eu) providing information for the transport and forwarding industry. In the Management Board’s opinion this business is not competitive to the Company's operations. Mr. Serwiński informed he was not listed in the Register of Insolvent Debtors, maintained according to the Polish National Court Register Act.

Furthermore, the Supervisory Board passed a resolution on electing Mr. Adam Noga to perform the function of Vice Chairman of the Supervisory Board of Asseco Poland SA. 

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26/2008

A preliminary rental agreement with Polnord Warszawa Wilanów III Sp. z o.o.

Rzeszów, 29 February 2008

The Management Board of Asseco Poland SA informs that on 28 February 2008 Asseco Poland SA with the seat in Rzeszów (the "Lessee") and Polnord Warszawa Wilanów III Sp. z o.o. with the seat in Warsaw, a 100 percent-owned subsidiary of POLNORD SA (the "Lessor") entered into a preliminary agreement (the "Agreement") for rental of ca. 18,000 m2 of office space and 630 parking places at the class "A" office centre (the "Project") that will be built within the first stage of the developer's project called "Technological Park" located in the area of Wilanów Town in Warsaw, the implementation of which is due to start this year.

The parties decided that the rental agreement (the "Final Agreement") shall be concluded not later than on 1 February 2011, after the Lessor purchases from Polnord SA the rights to perpetual usufruct of land where the Project is going to be located, as well as after the Lessor begins the Project construction work on the basis of a successfully obtained building permit.

The Final Agreement shall be entered into for the period of 10 years and its estimated value over that period shall amount to ca. PLN 160 million. As determined in the Agreement, the monthly rent per 1 square meter in the whole surface of the Project shall amount to EUR 17.50, whereas the monthly rent per 1 parking place will be PLN 350.00. The rates of rent of the Project space will be valorised by the EU's Harmonised Consumer Price Index starting from the second anniversary of the Agreement effective date.  

The parties acknowledge the Lessee shall have an option to resign from renting 3,000 m2 of space upon a written notice to the Lessor to be submitted not later than 6 months before the planned date of execution of the Final Agreement.

The Project shall be handed over to the Lessee in the deadline of 31 August 2011. In the event the Lessor fails to transfer the Project to the Lessee in the deadline stated above and the period of delay exceeds 120 days, the Lessee shall have the right to terminate the Final Agreement and additionally to claim payment of a contractual penalty equal to the amount of rent payable for the period from of 31 August 2011 till the Agreement termination date.    

The terms of the Agreement are consistent with the market conditions.

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25/2008

Non-cash contribution agreement

Rzeszów, 25 February 2008

The Management Board of Asseco Poland SA informs that on 25 February 2008 the Company signed an agreement for making a non-cash contribution and acquisition of shares in the increased share capital of Asseco Slovakia, a.s. (hereinafter the "Agreement"). The Agreement has been concluded between Asseco Poland SA seated in Rzeszów, the parent company of the Asseco Group, and its subsidiary Asseco Slovakia, a.s. seated in Bratislava, registered in the Commercial Register maintained by the District Court in Bratislava, Department I, File 2024/B, under the number 35760419. 
Under this Agreement Asseco Poland SA agreed to make a non-cash contribution in the form of 7,970,000 ordinary materialized bearer shares, with a par value of CZK 10 each issued by Asseco Czech Republic, a.s., a joint-stock company seated in Prague, at Podvinny mlyn 2178/6, Prague 9, PSČ 190 00, entered in the Commercial Register maintained by the Municipal Court in Prague, Section B, File 8525 under the number (IČ) 270 74 358 (hereinafter the "Non-Cash Contribution") in return for the acquisition of 196,000 (one hundred and ninety-six thousand) dematerialized ordinary bearer shares, with a par value of SKK 1 (one Slovak crown) each, which shall be issued by Asseco Slovakia, a.s following Resolution no. 4 of its Extraordinary General Meeting of Shareholders of 12 February 2008, and shall constitute an increase in the share capital of Asseco Slovakia, a.s from the existing amount of SKK 1,584,000 (one million five hundred and eighty-four thousand Slovak crowns) up to SKK 1,780,000 (one million seven hundred and eighty thousand Slovak crowns).
The issue price of new shares shall be SKK 2,470 (two thousand four hundred and seventy Slovak crowns) per share. The total value of the new issuance of 196,000 shares of Asseco Slovakia, a.s. amounts to SKK 484,120,000 (four hundred and eighty-four million one hundred and twenty thousand Slovak crowns) which shall be entirely paid up with the Non-Cash Contribution.
The fact of making the Non-Cash Contribution was certified by the Non-Cash Contribution Delivery/Receipt Protocol executed on the Agreement date. Concurrently with the execution of the Agreement, Asseco Poland SA signed the subscribers list thus confirming the acquisition of 196,000 (one hundred and ninety-six thousand) dematerialized ordinary bearer shares, with a par value of SKK 1 (one Slovak crown) each. Making the Non-Cash Contribution as well as signing the subscribers list by the acquirer of the new issuance shares constitute conditions necessary to submit a motion to the registry court in Bratislava for registration of the increase in share capital of Asseco Slovakia, a.s. conducted following the resolution passed by its Extraordinary General Meeting of Shareholders on 12 February 2008. 
The acquisition of 196,000 newly issued shares by Asseco Poland SA will take effect after the said increase in the share capital is recorded by the registry court. Hence, the equity interest held by Asseco Poland SA in Asseco Slovakia, a.s. will increase to 48.09% from 41.67% before the transaction.
Asseco Slovakia a.s. is an integrator and producer of innovative IT systems for the financial sector, enterprises and public institutions. 
While entering the Agreement, Asseco Poland SA holds 660,000 shares in Asseco Slovakia, a.s. which represent 41.67% of the share capital and total number of votes at the General Meeting of Shareholders of Asseco Slovakia a.s. Such equity interest gives Asseco Poland SA the right to appoint most members of the Supervisory Board of Asseco Slovakia a.s., as provided for in the Articles of Association of Asseco Slovakia a.s. Mr. Adam Góral - President of the Management Board of Asseco Poland SA, holds the position of Chairman of the Supervisory Board of Asseco Slovakia; whereas, Mr. Przemysław Sęczkowski – Vice President of Asseco Poland SA, acts as Member of the Supervisory Board of Asseco Slovakia.
As a result of the Agreement, Asseco Slovakia, a.s. become the sole shareholder in Asseco Czech Republic, a.s. owning 100% of the share capital and the same voting interest at the general meeting of that company. 
The Agreement was concluded as a part and consequence of the process of streamlining organisational structure of the Asseco Group as well as following its strategy, under which Asseco Slovakia, a.s. is responsible for expansion in Slovakia, Czech Republic and Hungary. 
The shares in Asseco Czech Republic, a.s. being subject of the Non-Cash Contribution constitute 42.92% of the share capital of that company, and as such they are deemed assets of substantial value as understood by art. 2 sec. 1 item 52 and sec. 5 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005.

24/2008

Major Shareholders at the Extraordinary General Meeting of Shareholders

Rzeszów, 21 February 2008

The Management Board of Asseco Poland SA discloses in public the list of shareholders who exercised at least 5% of the total number of votes at the Company's Extraordinary General Meeting of Shareholders which was held in Warsaw on 20 February 2008. 

Name of shareholder Number of votes % of the total number of votes Voting interest at the EGMS
Adam Góral 8,083,000 15.82%23.52%
Prokom Software SA  11,611,450 22.73% 33.79%
ING TFI SA 3,506,000 6.86% 10.20%
Pioneer TFI SA 3,276,442 6.41% 9.53%

 ING NN OFE 

2,917,711 5.71%

8.49%

CU OFE BPH CU WBK 2,500,000 4.89%7.27%

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23/2008

Appointment of the Supervisory Board Members

Rzeszów, 21 February 2008

The Management Board of Asseco Poland SA ("Asseco") informs that on 20 February 2008 the Extraordinary General Meeting of Shareholders of Asseco Poland SA passed a resolution on appointment of Messrs Bo Denysyk and Andrzej Szukalski as Members of the Supervisory Board.

Dr. Bo Denysyk, aged 61. He holds a Ph.D. in Applied Physics from the Union Institute/Virginia Polytechnic Institute, a MS form the Catholic University and BS from Manhattan College.
Telecommunications, international market development, governmental relations, information technology and trade policy are areas in which Dr. Bo Denysyk has developed notable expertise. His breadth of experience, however, spans more than 35 years and includes in-depth knowledge of large IT project development and management, international trade, strategic planning for high technology and defense companies, trade policy, technology transfer, and related matters.
At present Mr. Bo Denysyk acts as a President and Chief Executive Officer, Global USA, Inc. with the seat in Washington. 
Dr. Denysyk served as an executive with the defense/intelligence support company, EG&G, Inc. He also worked with the US Navy as an intelligence analyst and certain field responsibilities. Dr. Denysyk served as Assistant Secretary for Export Administration of the Department of Commerce, where he administered US export laws governing products controlled for national security reasons, foreign policy nuclear, and short-supply (petroleum). He also served in the White House as an Assistant US National Security Advisor to President Reagan.
Dr. Denysyk acted as a Vice President for the IBM Corporation where he was responsible for large integrated office and industrial networks representing $250 million in business for IBM. He also managed certain projects for the Intelligence Community. 
Dr. Denysyk also has extensive political experience, including service as campaign manager for the 1984 and 1992 Presidential Campaigns for the State of Maryland, and as a regional political director in the 1980 Reagan for President Campaign. Other senior positions he has held during other elections campaigns, including: Robert Dole, George H. W. Bush in 1988 and 1992 and George W. Bush in 2000 and 2004, and regional political director for the Republican National Committee. In 2008, Dr. Denysyk has served as the Middle Atlantic States Political Adviser to Senator John McCain. He has also been the lead political campaign consultant to Presidents and Prime Ministers in Japan, Austria, Ukraine, Georgia and Bolivia.
Mr. Bo Denysyk does not conduct any activities competitive to Asseco Poland SA and is not a partner in any competitive partnership nor a member of the governing body of a capital company nor a member of any other competitive legal person's body. He does not appear in the Register of Insolvent Debtors, maintained according to the Polish National Court Register Act.

Mr. Andrzej Szukalski, aged 72. He graduated from the University of Łódź and holds an MS degree in business administration, specialization: financial law – banking. Mr. Szukalski participated in trainings organized by the National Bank of Poland ("Functioning of the reformed banking system"), L. Kellogg Graduate School of Management Training Program, Polish-American Business Administration Centre at the University of Łódź ("Capital Market in Poland"), Institut Francais de Gestien IFG ("Marketing and Financial Strategy" and "Modern Management of Human Resources"). He worked as Director at the PKO BP Branch in Zduńska Wola, Vice Director and Director at the NBP (National Bank of Poland) Province Branch in Sieradz, President of the Management Board of Powszechny Bank Gospodarczy SA, Advisor to the Management Board of BRE Bank in Warsaw, President of the Management Board of Bank Pocztowy in Bydgoszcz. At present Mr. Szukalski acts as Advisor to the Management Board of Attis Broker Ltd. and Chairman of the Supervisory Board of Agronom Ltd. in Sieradz.
Mr. Szukalski is a co-founder of the Polish Banks Association where he preformed the functions of Vice President and President.
Mr. Andrzej Szukalski does not conduct any activities competitive to Asseco Poland SA and is not a partner in any competitive partnership nor a member of the governing body of a capital company nor a member of any other competitive legal person's body. He does not appear in the Register of Insolvent Debtors, maintained according to the Polish National Court Register Act.

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22/2008

Resolutions passed by the Extraordinary General Meeting of Shareholders

Rzeszów, 20 February 2008

The Management Board of Asseco Poland SA with the seat in Rzeszów ("Asseco") discloses in public the resolutions passed by the Extraordinary General Meeting of Shareholders of Asseco that was held on 20 February 2008 in Warsaw.
Apart from election of the Chairman of the General Meeting, compiling the list of attendees, stating the legal validity of the General Meeting and its ability to pass resolutions, adopting the Agenda and election of the Votes Counting Committee, the Extraordinary General Meeting of Shareholders passed the resolutions presented in the enclosure to this current report.

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21/2008

Resignation of the Supervisory Board Member

Rzeszów, 19 February 2008

The Management Board of Asseco Poland SA informs that on 19 February 2008 the Company received a resignation letter from Mr. Grzegorz Maciąg resigning as Member of the Supervisory Board of Asseco Poland SA with effect from the date of registration with the National Court Register of the merger of Prokom Software SA based in Warsaw and Asseco Poland SA based in Rzeszów conducted under the Merger Plan announced in the Court and Commercial Gazette (MSiG) no. 240 of 11 December 2007; however, the resignation shall be effective not later than as from 30 April 2008.

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20/2008

Notification about acquisition of shares in Prokom Software SA and completion of the agreement of 29 September 2007

Rzeszów, 19 February 2008

With reference to the current report no. 57/2007 of 30 September 2007 on the conditional agreement for acquisition of shares in Prokom Software SA ("Prokom") concluded on 29 September 2007 between Asseco Poland SA ("Asseco"), Prokom Investments SA and Mr. Ryszard Krauze (the "Agreement") as well as the current reports numbered 70/2007, 86/2007 and 13/2008 concerning acquisition of shares in Prokom by Asseco as a result of partial execution of the Agreement, the Management Board of Asseco hereby informs that on 19 February 2008, as a result of partial execution of the Agreement, Asseco acquired 2 ordinary bearer shares of Prokom. 
In effect of the above-mentioned purchase, execution of the Agreement has been completed. As Mr. Ryszard Krauze and Prokom Investments SA sold all their shares in Prokom, they ceased to be shareholders in Prokom and thus lost their personal entitlements, as conferred by the Articles of Association of Prokom to each of them, to appoint one member of the Supervisory Board of Prokom. 
Following the above-mentioned acquisition Asseco holds 120,120 registered shares of Prokom preferred as to voting rights (5 votes per share) and 2,865,354 ordinary bearer shares of Prokom, in total representing ca. 21.49% of the share capital of Prokom and entitling to 3,465,954 votes or ca. 23.69% of votes at the general meeting of Prokom.
Before the above-mentioned acquisition Asseco owned 120,120 registered shares of Prokom preferred as to voting rights (5 votes per share) and 2,865,352 ordinary bearer shares of Prokom, in total representing ca. 21.49% of the share capital of Prokom and entitling to 3,465,952 votes or ca. 23.69% of votes at the general meeting of Prokom.

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19/2008

The Management Board Position Statement and Rationale for the Planned Merger

The Management Board of Asseco Poland SA (the "Company”, “Asseco”) acting on the basis of art. 56 sec. 1 of the Law on public offering and conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, entry 1539) and art. 19 sec. 3 of the Regulation on current and periodic information to be submitted by issuers of securities dated 19 October 2005 (Journal of Laws of 2005 No. 209, entry 1774), hereby recommends the Company's shareholders to conduct the merger with Prokom Software SA with the seat in Warsaw ("Prokom") and to adopt the resolution on the merger of Asseco with Prokom and on amending the Company's Articles of Association to be voted on at the Extraordinary General Meeting of Shareholders convened for 20 February 2008. 

18/2008

Adam Góral's waiver of personal entitlements and modification of draft resolution of the General Meeting of Shareholders

Rzeszów, 15 February 2008

The Management Board of Asseco Poland SA ("Asseco") informs that on 15 February 2008 Adam Góral – President of the Management Board and concurrently a shareholder in Asseco holding 8,083,000 shares which represent 15.82% of the share capital of Asseco and entitle to 15.82% of votes at the general meeting of shareholders of Asseco – submitted a statement containing a waiver of his personal entitlement to appoint and dismiss one member of the Supervisory Board of Asseco Poland SA as provided for in § 5 item 5 of the draft resolution of the Extraordinary General Meeting of Shareholders of Asseco on the merger of Asseco with Prokom Software SA and on amending the Articles of Association of Asseco (hereinafter the "Resolution"), which the Company disclosed in public in its current report no. 16/2008 of 12 February 2008, and filed in a motion to modify the draft resolution with respect to the proposed changes of the Articles of Association.
With regard to the above-mentioned statement made by Adam Góral, the Management Board passed a resolution on modifying the proposed changes of the Articles of Association in the following way:
(i) §13 sec. 13 of the Articles of Association, included in the draft Resolution, shall read as follows:
"The Supervisory Board shall be appointed and dismissed by the General Meeting of Shareholders."
(ii) instead of the initially proposed change of existing § 19 sec. 4 of the Articles of Association:
 "The personal entitlements referred to in § 13 section 3 point 2) vested in Mr. Adam Góral shall expire in the event when Adam Góral ceases to own shares representing at least 8% (eight percent) of the Company's share capital."
it is now proposed to delete § 19 sec. 4 of the Articles of Association entirely.
Furthermore, in order to ensure that the changes to § 5 of the Articles of Association, concerning scope of the Company's business operations, comply with the Polish Classification of Business Activities (PKD) 2007, the Management Board passed a resolution on modifying the initially proposed change to supplement § 5 with the following additional two items 1.24 and 1.25:
 "1.24 Service activities related to the installation, repair and maintenance of electrical equipment not elsewhere classified (PKD 31.62.B); 
1.25 Installation of central heating and ventilation equipment (PKD 45.33.A)"
by changing the contents of items 1.24 and 1.25 and adding item 1.26 which shall read as follows:
"1.24 Repair of electrical equipment (PKD 2007 33.14.Z);
1.25 Installation of industrial machinery and equipment (PKD 2007 33.20.Z);
1.26 Plumbing, heat and air-conditioning installation (PKD 2007 43.22.Z)"

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17/2008

Resignation of the Supervisory Board Member

Rzeszów, 15 February 2008

The Management Board of Asseco Poland SA ("Asseco") informs that on 14 February 2008 the Company received a resignation letter from Mr. Stanisław Janiszewski resigning as Member of the Supervisory Board of Asseco Poland SA with effect from 20 February 2008, this is from the date of holding the Company's Extraordinary General Meeting of Shareholders convened with objective to pass the resolution on merger of Asseco Poland SA and Prokom Software SA.

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16/2008

Draft resolutions of the Extraordinary General Meeting of Shareholders of Asseco Poland SA

Rzeszów, 12 February 2008

The Management Board of Asseco Poland SA seated in Rzeszów ("Asseco") discloses in public draft resolutions of the Extraordinary General Meeting of Shareholders of Asseco to be held on 20 February 2008 at 1 p.m. in the Puccini Hall of the InterContinental Hotel in Warsaw, ul. Emilii Plater 49, 00 125 Warsaw.
Apart from choosing the Chairman of the General Meeting, compiling the list of attendees, stating legal validity of the Extraordinary General Meeting of Shareholders and its ability to pass resolutions, adopting the agenda for the General Meeting, the Management Board of Asseco makes a proposal to the Extraordinary General Meeting of Shareholders to pass the resolutions drafted and enclosed herewith.

15/2008

Registration of the share capital increase of Asseco Adria SA

Rzeszów, 12 February 2008

The Management Board of Asseco Poland SA ("Asseco") informs that today it was notified by subsidiary Asseco Adria SA that on 11 February 2008 the District Court in Rzeszów, XII Commercial Department of the National Court Register, took a decision on registration of increase of the share capital of Asseco Adria SA by the amount of PLN 500,000 (five hundred thousand zlotys) through issuance of 5,000,000 ordinary bearer shares of series B with a par value of PLN 1 each. 
Furthermore, there was registered a change in the company's name, from Asseco Adria SA to Asseco South Eastern Europe SA ("Asseco SEE").
As the increase in share capital of Asseco South Eastern Europe SA has been registered, the acquisition of new shares in the increased share capital of Asseco SEE by Asseco Poland SA (as informed about in the current report no. 12/2008 of 9 February 2008) became effective. Consequently Asseco holds 9,300,000 shares in Asseco SEE representing 93% of the share capital and entitling to 93% of votes at the general meeting of shareholders of Asseco SEE. 

14/2008

Notification about release of pledges

Rzeszów, 11 February 2008

The Management Board of Asseco Poland SA ("Asseco"), with reference to the current report no. 59/2007 of 2 October 2007 concerning the credit agreement concluded by Asseco on 1 October 2007 (the "Agreement"), hereby informs that the pledges made on the shares in Asseco Romania SA, Asseco Adria SA and Asseco Czech Republic a.s. have been now released. 

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13/2008

Notification about acquisition of shares in Prokom Software SA

Rzeszów, 11 February 2008

With reference to the current report no. 57/2007 of 30 September 2007 on the conditional agreement for acquisition of shares in Prokom Software SA concluded on 29 September 2007 between Asseco Poland SA ("Asseco") , Prokom Investments SA and Mr. Ryszard Krauze (the "Agreement"), the current report no. 70/2007 of 15 October 2007 on acquisition of shares in Prokom Software SA ("Prokom") by Asseco on 11 October 2007 as a result of partial execution of the Agreement, as well as the current report no. 86/2007 of 12 December 2007 on acquisition of shares in Prokom Software SA ("Prokom") by Asseco on 11 December 2007 as a result of partial execution of the Agreement, the Management Board of Asseco hereby informs that on 11 February 2008, as a result of partial execution of the Agreement, Asseco acquired 1,462,352 ordinary bearer shares of Prokom and that Prokom Investment SA paid off its liabilities towards Prokom Software SA in the amount of PLN 100,000,000.
Following the above-mentioned acquisition, Asseco holds the total of 120,120 registered shares of Prokom preferred as to voting rights (5 votes per share) and 2,865,352 ordinary bearer shares of Prokom, in total representing ca. 21.49% of the share capital of Prokom and entitling to 3,465,952 votes or 23.69% voting interest at the general meeting of Prokom.
Before the above-mentioned acquisition Asseco owned 120,120 registered shares of Prokom preferred as to voting rights (5 votes per share) and 1,403,000 ordinary bearer shares of Prokom, in total representing ca. 10.96% of the share capital of Prokom and entitling to 2,003,600 votes or 13.69% voting interest at the general meeting of Prokom.

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12/2008

Asseco Poland sells shares in its subsidiary Asseco Romania to Asseco Adria and acquires new shares of Asseco Adria

Rzeszów, 9 February 2008

The Management Board of Asseco Poland SA informs that on 8 February 2008 the Company received the signed agreement of 31 January 2008 for sale of all of its 4,650,000 shares held in subsidiary Asseco Romania SA representing 93% of the share capital of Asseco Romania SA and the same voting interest at the general meeting of shareholders of that company. The buyer is Asseco Adria SA, a subsidiary company of Asseco Poland SA.  The selling price equalled the par value on shares and amounted to PLN 465,000 (in words: four hundred and sixty-five thousand zlotys). 
Concurrently, on 8 February 2008 Asseco Poland SA received the agreement of 5 February 2008 for acquisition of shares in subsidiary Asseco Adria SA that was entered into between Asseco Poland SA and Asseco Adria SA. Under the said Agreement, Asseco Poland SA acquired 4,650,000 ordinary bearer shares of series B at the issuance price equal to the par value on shares that amounted to PLN 465,000 (in words: four hundred and sixty-five thousand zlotys), which shares were issued pursuant to the Resolution on increasing the company's share capital passed by the Extraordinary General Meeting of Shareholders of Asseco Adria SA on 4 February 2008. Acquisition of shares by Asseco Poland SA shall become effective upon registration of the said increase of share capital by the competent registry court.
Asseco Poland SA concluded the above-mentioned agreements strictly in connection with the planned merger of the companies of Asseco Adria SA and Asseco Romania SA which shall be executed pursuant to article 492 § 1 item 1) and art. 515 § 1 (without an increase of share capital) of the Polish Commercial Companies Code, this is by transferring all the assets of Asseco Romania seated at Armii Krajowej 80, Rzeszów, entered in the National Court Register under the number KRS 0000278721 (the acquired company) to Asseco Adria SA. 
The planned amalgamation is a part of the common policy of Asseco Poland SA and its subsidiaries Asseco Adria SA and Asseco Romania SA, both of which are holding entities owning foreign companies engaged in supply of software, computer hardware, data bases as well as other IT related activities. The said policy assumes streamlining and simplification of the Group's legal and organizational structure and establishing one, financially strong, holding company gathering subsidiary undertakings operating in the sector of information technology, which are based in the countries of South Eastern Europe.
Piotr Jeleński who is President of the Management Board of Asseco Adria SA concurrently serves as Vice President of the Management Board of Asseco Poland SA; Adam Góral who is Member of the Supervisory Board of Asseco Adria SA also holds the position of President of the Management Board of Asseco Poland SA; Przemysław Sęczkowski who is Member of the Supervisory Board of Asseco Adria SA also serves as Vice President of the Management Board of Asseco Poland SA; whereas Jacek Duch who is Member of the Supervisory Board of Asseco Adria SA concurrently is the Chairman of the Supervisory Board of Asseco Poland SA. 
The shares in Asseco Romania SA disposed by Asseco Poland SA constitute 93% of the share capital of that company, and as such they are deemed assets of substantial value as understood by art. 2 sec. 1 item 52 and sec. 5 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities dated 19 October 2005.

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11/2008

Asseco Poland SA acquires shares in SINTAGMA Sp. z o.o.

Rzeszów, 8 February 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 8 February 2008, striving to implement its strategy for development of the Asseco Group which, among other things, assumes increasing the capital engagement in the group companies, the Company signed an agreement with the partners in SINTAGMA UAB Sp. z o.o. seated in Vilnius, at Kalvariju 125, LT 08221 Vilnius, Lithuania 58, registered under the number 224655190 ("SINTAGMA"), under which Asseco Poland SA acquired 4,860 shares representing 5.4% of share capital and the same voting interest at the General Meeting of SINTAGMA, for the price comprising the fixed amount of LTL 1,088,883 (in words: one million eighty-eight thousand eight hundred and eighty-three Lithuanian litas) (this is EUR 315,362.31) and a variable price component depending on net profit and operating profit achieved by SINTAGMA for the financial year 2007. Assuming, that company meets its net profit forecast of LTL 2,921,767 (EUR 846,202.21), the said variable price component shall equal LTL 354,177 (EUR 102,576.75).
In aggregate with the shares purchased by the Company on 14 September 2007, as informed about in the current report no. 54/2007 of 17 September 2007, at present the Company holds 55,476 shares in SINTAGMA representing 61.64% of share capital and the same voting interest at the General Meeting of SINTAGMA.
The company SINTAGMA was established in 1994. At present it is a leading Lithuanian company engaged in development of software and integration of IT systems. SINTAGMA provides solutions for the public administration, financial sector and miscellaneous customers. The company offers innovative project management systems. SINTAGMA has a strong portfolio of IT solutions designed for management of documents, libraries, for backup archives and life insurance management. 
Two Members of the Management Board of Asseco Poland SA, namely Piotr Jeleński and Przemysław Sęczkowski, also serve as Members of the Management Board of SINTAGMA. Apart from those mentioned above, Asseco Poland SA and members of its management and supervisory staff have no other connections with SINTAGMA and members of its management and supervisory staff or with the seller of SINTAGMA shares. 
The acquisition of shares was financed with own funds of Asseco Poland SA. 
The acquired shares constitute over 20.00% of share capital of SINTAGMA, hence they are deemed assets of substantial value as understood by art. 2 section 1 item 52 and section 5 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities, dated 19 October 2005.

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10/2008

Acquisition of shares by an obligated person

Rzeszów, 23 January 2008 

The Management Board of Asseco Poland SA presents the enclosed information on transactions of buying the shares of Asseco Poland SA as submitted by an obligated person. 

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9/2008

OCCP gives consent to the merger of Asseco Poland SA with Prokom Software SA

Rzeszów, 22 January 2008

The Management Board of Asseco Poland SA informs in public that on 22 January 2008 the Office of Competition and Consumer Protection (OCCP), having conducted an antimonopoly proceeding, made the decision no. RKR-3/2008 on giving consent to concentration by way of merging Asseco Poland SA ("Asseco") with Prokom Software SA ("Prokom").

The OCCP's approval is the subsequent stage in the process of intended merger of the Asseco and Prokom companies that was announced on 29 November 2007 (Current report no. 79/2007). The merger shall be executed pursuant to art. 492 § 1 item 1 of the Commercial Companies Code (merger by acquisition), this is by transferring all the assets of Prokom to Asseco in exchange for shares to be issued by Asseco and assigned to the shareholders of Prokom. 

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8/2008

Asseco Germany SA takes over the German matrix42 AG

Rzeszów, 16 January 2008

On 15 January 2008 Asseco Germany SA, a subsidiary company in which Asseco Poland SA holds 93% of the share capital, acquired 97.53% stake of shares in the company matrix42 AG, seated in Neu-Isenburg, Germany, the world's leading provider of software solutions to support product lifecycle management. The remaining 2.47% shares shall be held by the founders of matrix42 AG. Besides the parties agreed, that as a form of payment against the previous liabilities of matrix42 AG, Asseco Germany SA will sell 0.7% shares in matrix42 AG to its management team.
The total acquisition price (including the transaction-related costs) shall not surpass EUR 26.2 million. 
matrix42 AG offers comprehensive IT solutions designed for product lifecycle management. Solutions developed by matrix42 AG enable companies to manage their computer environment (servers, desktops, laptops and mobile devices) in a totally automated and efficient way. The solutions support computer hardware and applications, license management, installation and migration of operating systems, software distribution and upgrades, data recovery, etc.
The product portfolio of matrix42 AG ideally complements the business profile of Asseco Germany SA, and the parties intend to generate higher sales revenues by expanding the regional structure of Asseco Poland SA.
Acquisition of matrix42 AG is a part of the long-term strategy of Asseco Germany SA to develop in the West Europe, one of the largest IT markets in the world.  After 15 years of its international operations, the company has got almost 1000 clients and 3.6 million installed licenses. matrix42 operates mainly in Germany, Austria and Switzerland, but also in the United States and Canada (through its 100% owned subsidiary matrix42 USA, Inc.) At present among the company's largest customers are: Deutsche Telecom (using matrix42 products on 152,000 workstations, as well as Lufthansa Systems, Thomas Cook, BMW Financial Services, Volkswagen Financial Services and others.
matrix42 AG employs 131 persons. In 2008 the company plans to generate sales exceeding EUR 20 million and to achieve an operating profit of approx. EUR 3 million.
Neither Asseco Poland SA nor any members of its managing and supervisory staff have any connections with the seller of shares in matrix42 AG or with its managing staff. The above mentioned acquisition of shares was financed with the funds raised from the issuance of bonds conducted Asseco Germany SA. The acquired shares constitute over 20.00% of share capitals of the company, hence they are deemed assets of substantial value as understood by art. 2 section 1 item 52 and section 5 of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities, dated of 19 October 2005.

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7/2008

Deadlines for publication of periodic financial reports in 2008

Rzeszów, 16 January 2008

The Management Board of Asseco Poland SA informs about the dates of publishing of its financial reports in 2008:

Annual reports for the year 2007
Non-consolidated annual report      22 April 2008
Consolidated annual report      22 April 2008
Semi-annual report for the 1st half of 2008
Consolidated semi-annual report including  
condensed non-consolidated financial statements    24 September 2008
Quarterly reports
Consolidated quarterly report for Q4 2007    28 February 2008
Consolidated quarterly report for Q1 2008    14 May 2008
Consolidated quarterly report for Q2 2008    11 August 2008
Consolidated quarterly report for Q3 2008    13 November 2008

Concurrently, the Management Board of Asseco Poland SA declares that in 2008 it is going to publish consolidated quarterly reports containing also non consolidated financial data.

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6/2008

Increased issuance of bonds by Asseco Germany SA

Rzeszów, 12 January 2008

With reference to the current report no. 50/2007 of 10 September 2007, the Management Board of Asseco Poland SA informs that on 11 January 2008 the Company's subsidiary Asseco Germany SA seated in Rzeszów, signed with Bank Pekao SA seated in Warsaw (legal successor of Bank BPH SA seated in Cracow), an annex to the agreement for issuance of bonds dated 10 September 2007. 
The subject of the annex is to increase the total face value of issued ordinary bearer bonds, dematerialized and not admitted to public trading (hereinafter referred to as the "Bonds") from PLN 100,000,000 (one hundred million zlotys) to PLN 200,000,000 (two hundred million zlotys). 
The issued Bonds constitute an entitlement to receive cash benefits only; they are unsecured discount bonds with a fixed interest rate; they are neither privileged nor associated with any kind of additional benefits. 
The issuance price of individual tranches of Bonds shall be equal to their face value decreased by a discount rate that shall be each time agreed between the Management Board of Asseco Germany SA and Bank Pekao SA.
The objective of the increased issuance of Bonds is to secure funds for bridge financing of successive investment plans of Asseco Germany SA. 
The agreement for issuance of Bonds has been deemed significant because the total value of Bonds issuance exceeds 10% of the shareholders’ equity of Asseco Poland SA.

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5/2008

Report of the Management Board justifying the merger with Prokom Software SA

Rzeszów, 11 January 2008

With reference to the current reports no. 79/2007 and 93/2007, the Management Board of Asseco Poland SA seated in Rzeszów („Asseco”) hereby discloses in public:
1. Report of the Management Board of Asseco, dated 8 January 2008, justifying the merger of Asseco with Prokom Software SA seated in Warsaw, prepared in compliance with instruction given by art. 501 of the Polish Commercial Companies Code. 
2. Furthermore, the Management Board of Asseco informs that pursuant to art. 505 § 1 of the PCCC, since 12 January 2008 in its headquarters in Rzeszów, Al. Armii Krajowej 80, Asseco will make available to its shareholders the following documents: 
1) The Merger Plan agreed upon between the management boards of the companies of Asseco and Prokom Software SA on 29 November 2007; 
2) Financial statements as well as the Management Board reports on operations of Asseco for the financial years 2004, 2005, and 2006 accompanied by the opinions and reports of certified auditors; 
3) Financial statements as well as the Management Board reports on operations of Prokom Software SA for the financial years 2004, 2005, and 2006 accompanied by the opinions and reports of certified auditors; 
4) Draft resolution of the Extraordinary General Meeting of Shareholders of Prokom Software SA on the Merger; 
5) Draft resolution of the Extraordinary General Meeting of Shareholders of Asseco on the Merger and on changing the Articles of Association of Asseco; 
6) Proposed changes of the Articles of Association of Asseco; 
7) Draft resolution of the Extraordinary General Meeting of Shareholders of Asseco on conditional increase of the share capital excluding pre-emptive rights and on issuance of subscription warrants excluding pre-emptive rights; 
8) Draft resolution of the Extraordinary General Meeting of Shareholders of Asseco on authorizing the Management Board to apply for admission and introduction of the new issuance shares to public trading on the regulated market, dematerialization of those shares, and to conclude an agreement with the National Depository for Securities SA;
9) Determination of the value of assets of Prokom Software SA as at 1 October 2007;
10) Representation containing information on the Asseco's accounting statements made as at 1 October 2007 for the purposes of the Merger;
11) Representation containing information on the accounting statements of Prokom Software SA made as at 1 October 2007 for the purposes of the Merger;
12) Report of the Management Board of Asseco justifying the Merger; 
13) Report of the Management Board of Prokom Software SA justifying the Merger; 
14) Opinion of independent certified auditors based on the audit of the Merger Plan.

4/2008

Raporty bieżące 2008 rok

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4/2008

Convening the Extraordinary General Meeting of Shareholders

Rzeszów, 11 January 2008 

The Management Board of Asseco Poland SA with the seat at Al. Armii Krajowej 80, 35-307 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 0000033391 (the "Company"), hereby convenes the Extraordinary General Meeting of Shareholders (the "General Meeting") to be held on 20 February 2008 at 1 p.m. in the Puccini Hall of the InterContinental Hotel in Warsaw, ul. Emilii Plater 49, 00-125 Warsaw.  The Meeting agenda shall be as follows:
Agenda for the General Meeting:
1. Opening of the Extraordinary General Meeting of Shareholders.
2. Electing the Chairman of the General Meeting.
3. Determining whether the General Meeting was properly convened and whether it is able to pass resolutions.
4. Adopting the agenda for the General Meeting.
5. Passing a resolution on the merger of Asseco Poland SA seated in Rzeszów with Prokom Software SA seated in Warsaw and on changing the Articles of Association of Asseco Poland SA.
6. Passing a resolution on conditional increase of the Company's share capital excluding pre emptive rights and on issuance of subscription warrants excluding pre-emptive rights.
7. Passing a resolution on authorizing the Company's Management Board to apply for admission and introduction of the new issuance shares to public trading on the regulated market, dematerialization of those shares, and to conclude an agreement with the National Depository for Securities SA.
8. Passing a resolution on authorizing the Company's Supervisory Board to determine the unified text of the Company's Articles of Association.
9. Passing resolutions on changing the composition of the Supervisory Board.
10. Passing resolutions on changing the principles for remuneration payable to members of the Supervisory Board.
11. Closing the General Meeting of Shareholders.

The shareholders holding bearer shares as well as registered shares admitted to trading on the regulated market shall have the right to participate in the General Meeting provided they submit to the Company, not later than till 12 February 2008, 24:00 hours, depository certificates issued by the brokerage house keeping such shareholder's securities account. 
Shareholders may participate in the General Meeting and exercise their voting rights personally or by proxies. A letter of proxy to participate in the General Meeting shall be deemed effective provided it is made in writing.
The list of shareholders entitled to participate in the General Meeting shall be displayed at the Company's seat during three business days before the General Meeting is held. Pursuant to art. 407 § 2 of the Polish Commercial Companies Code, the copies of motions concerning matters included in the agenda shall be made available within one week prior to the General Meeting.
Registration of the shareholders entitled to participate in the General Meeting shall begin half an hour before the General Meeting is commenced.

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3/2008

Commercial Union OFE BPH CU WBK exceeds 5% voting interest

Rzeszów, 8 January 2008

The Management Board of Asseco Poland SA (the "Company") informs that on 7 January 2008 the Company was notified by Commercial Union Open Pension Fund BPH CU WBK ("CU OFE") about its acquisition of shares of Asseco Poland SA. The transaction was settled on 3 January 2008 and thereby CU OFE surpassed the threshold of 5% of the total vote at the Company's General Meeting of Shareholders.
Before the above-mentioned transactions, as at 2 January 2008, CU OFE held 2,512,727 shares in Asseco Poland SA, which represented 4.92% of the Company's share capital and entitled to 2,512,727 votes or 4.92% of the total number of votes at the Company's General Meeting of Shareholders.
Following execution and settlement of the above-mentioned transactions, this is as at 3 January 2008, CU OFE held 2,562,727 shares in Asseco Poland SA, which represented 5.02% of the Company's share capital and entitled to 2,562,727 votes or 5.02% of the total number of votes at the Company's General Meeting of Shareholders. 

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2/2008

Raporty bieżące 2008 rok

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2/2008

Contract concluded with Allianz Biznes Sp. z o.o.

Rzeszów, 7 January 2008

The Management Board of Asseco Poland SA informs that on 7 January 2008 it received an agreement for sale and implementation of the integrated information system def3000 that was concluded with Allianz Biznes Sp. z o.o. seated in Warsaw on 28 December 2007. The contract value exceeds PLN 17 million. 
The Company shall grant a licence for purchase of the system, perform implementation thereof and provide post-implementation service. Besides the core banking system to be implemented by Asseco, the comprehensive def3000 will include modules dedicated to handle capital investments, payment card transactions, as well as Data Warehouse and reporting systems. Additionally the implemented system will support electronic access channels, communication with the Credit Information Agency as well as sale of credit products by brokers and agents.
Furthermore, Allianz will buy from Asseco Poland computer hardware and tools software with the total value above PLN 5 million. 
ALLIANZ Biznes Sp. z o.o. is a subsidiary of the Allianz Poland Group – one of the largest financial corporations in Poland, which provides property and life insurance, investment and retirement products as well as other financial services. Whereas Allianz Poland is a member of the Allianz Group – one of the strongest financial institutions in the world with a turnover of EUR 100 billion in 2007. 

1/2008

Acquisition of shares in ARBOR INFORMATIKA d.o.o., Rijeka and Logos d.o.o. Zagreb by the subsidiary Asseco Adria SA

Rzeszów, 7 January 2008

The Management Board of Asseco Poland SA informs that on 20 December 2007 Asseco Adria SA, a subsidiary of Asseco Poland SA, in which Asseco Poland SA holds 93% of the share capital and voting interest at the General Meeting of Shareholders, concluded an agreement for acquisition of 70% of shares in Arbor Informatika d.o.o. Rijeka, Croatia's leading IT company. The remaining 30% shareholding shall be kept by that company's shareholders and founders. The said acquisition shall become effective in the second part of this month.
The total value of transaction amounts to EUR 10,800,000 (in words: ten million eight hundred thousand Euros).
The company conducts business activities in the sectors of telecommunication, public administration and banks. The Arbor Informatika's key accounts are Hrvatski Telekom (provision of billing and invoicing solutions) and the city of Rijeka.
The company employs over 40 highly qualified employees.
In 2006, the company generated EUR 6.8 million of sales revenues with a net earning of EUR 2 million.
Net profit for the year 2007 is forecast to reach EUR 2.1 million.

Concurrently, the Management Board of Asseco Poland SA informs that on 20 December 2007 Asseco Adria SA concluded an agreement for acquisition of 60% of shares in Logos d.o.o. Zagreb, one of the leading IT companies in Croatia. The remaining 40% shareholding shall be kept by that company's shareholders and founders. The acquisition of shares shall become effective in the first part of February and shall be conditional upon registration of a change in ownership of those shares to be made by the registration court in Zagreb.
The total value of transaction amounts to EUR 7,400,000 (in words: seven million four hundred thousand Euros).
The company conducts business activities in the sectors of banks, financial services, insurance and large companies. The company's portfolio includes solutions within phone banking, authorization, digital signature based on the Public Key Infrastructure, control of physical and active access, as well as design and development of computer telephony systems.
Logos provides its products and services to over 25 large financial institutions and corporations of Croatia and the region, which include Croatian banks: Privredna banka Zagreb, Zagrebacka banka, Raiffeisenbank, Allianz, PBZ Card, and HEP distribucija.
The company employs over 35 highly qualified employees.
In 2006, the company generated EUR 3.8 million of sales revenues with a net earning of EUR 0.9 million. 
Net profit for the year 2007 is forecast to reach EUR 1.2 million.
Neither Asseco Poland SA nor any members of its management and supervisory staff have any connections with the seller of shares in Arbor and Logos or with their management staff. 
Take-over of the Croatian IT leaders, namely Arbor and Logos, was a part of the business strategy of Asseco Adria SA which assumed expansion in South Eastern Europe, which with its annual growth of 20% is the most dynamic IT marketplace in Europe. 
The purchase of shares in both the companies was financed with the funds raised from the issuance of bonds conducted by Asseco Adria SA. The acquired shares constitute over 20.00% of share capitals of those companies, hence they are deemed assets of substantial value as understood by art. 2 section 1 item 52 and section 5 of the Regulation of the Minister of Finance of 19 October 2005 on current and periodic information to be submitted by issuers of securities. 
The fact of signing the said agreements constituted confidential information in the understanding of art. 56 section 1 item 1 of the Law on public offering, whereas the financial conditions of both the agreements were subject to a delay in public notification under art. 57 section 1 the Law on public offering.

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