Regulatory Filings
Rzeszów, 9 December 2011
The Management Board of Asseco Poland S.A. (the "Company") announces that on 9 December 2011 the Company signed a conditional term sheet (the "Term Sheet") with 111 natural person shareholders ("Shareholders") of Centrum Komputerowe ZETO S.A. with registered seat at 136 Narutowicza St., 90-146 Łódź, Poland ("ZETO"), entered in the National Court Register under the number 0000117869, with the share capital amounting to PLN 2,149,700.
The Term Sheet reflects the Shareholders' will to sell their 42,943 Shares representing a 99.88% voting and equity interest in ZETO, assuming the valuation of ZETO's entire share capital at the level of PLN 42,045,696.00 (in words: forty-two million, forty-five thousand, six hundred and ninety-six zlotys) (the "Shares").
Share purchase agreements will be concluded for each shareholder separately, upon fulfilment of all of the following conditions:
a) obtaining consent of the Polish Antimonopoly Office (UOKiK) for the acquisition of Shares by the Company;
b) conclusion of an ESCROW account agreement by the Parties in order to secure the payment for Shares;
c) conclusion of deposit agreements between Shareholders and the Company in order to designate the Company as the entity authorized to receive the deposited multiple Share certificates, and to transfer the ownership of Shares within 45 days from the Term Sheet effective date;
d) depositing of all the Share certificates held by Shareholders pursuant to the deposit agreements referred to in item c) above, not later than a day before the date of concluding the first Share purchase agreement.
The Share purchase agreements will be signed subject to concluding the agreements referred to in items b) and c) above, and providing the Company with a confirmation of depositing Shares representing at least 75.01% of total votes at the general meeting of ZETO. This means that no Share purchase agreements will be entered into if the agreements referred to in items b) and c) are not concluded, or if the Company is not provided with a confirmation of depositing the minimum number of Shares specified above.
Legal basis:
Article 56 section 1 item 1 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 7 December 2011
The Management Board of Asseco Poland SA (the "Company") informs that on 6 December 2011 the Company’s Supervisory Board appointed the Management Board Members to serve a five-year joint term of office running from 2011 to 2016.
Mr. Adam Góral has been appointed as President of the Management; whereas, Mrs. Renata Bojdo, Mr. Przemysław Borzestowski, Mr. Tadeusz Dyrga, Mr. Marek Panek, Mr. Paweł Piwowar, Mr. Zbigniew Pomianek, Mr. Włodzimierz Serwiński, Mr. Przemysław Sęczkowski, Mr. Robert Smułkowski, and Mr. Wojciech Woźniak have been appointed as Vice Presidents of the Management Board.
Mr. Adam Góral graduated from the Cracow University of Economics, majoring in Economic Cybernetics and Information Technology, and holds a PhD degree in Economics. In the years 1979-1990 he worked at Maria Curie-Skłodowska University, Department in Rzeszów, initially as Junior Lecturer (1979-1981), afterwards as Senior Lecturer (1981-1984), and finally as Assistant Professor (1984-1990). From 1991 to 1993 he was engaged in the Polish-American Project for Development of Enterprise Institutes in Poland. He was a co-founder of Asseco Poland (former COMP Rzeszów) in 1991. In the years 1991-1995 he worked as Head of Department at COMP Ltd. He is a co founder of the Rzeszów School of Business and the Podkarpacki Business Club (which he currently presides), and Honorary Consul of the Slovak Republic. From September 1995 he served as Vice President and General Director of Asseco Poland (former COMP Rzeszów). From 1999 to 2005 he acted as Chairman of the Supervisory Board of ABAS S.A., which merged with Asseco Poland (former COMP Rzeszów) on 2 January 2006. In the years 2002-2006 he chaired the Supervisory Board of COMP Soft Ltd.
From March 2004 until the Company's merger with Asseco Poland (former COMP Rzeszów) on 4 January 2007, he was President of Asseco Poland (former COMP Rzeszów), and subsequently, from 2 October 2007 to 31 March 2008, also served as President of the Management Board of Prokom Software. From 21 January 2009 till 3 January 2010, he acted as President of the Management Board of ABG S.A., which was incorporated into Asseco Poland on 3 January 2010.
As of March 2005 he held the position of Chairman of the Supervisory Board of Epsilio S.A., which merged with Asseco Poland (former COMP Rzeszów) on 1 July 2005. He also chaired the Supervisory Boards of WA-PRO, Softlab, Softlab Trade, Asseco Romania, ABG, ABG (former DRQ), Vistula&Wólczanka S.A., and Asseco Systems (which merged with Asseco Poland on 3 January 2011).
Moreover, Mr. Góral acts as Chairman of the Supervisory Board in the companies of Asseco Central Europe, Asseco South Eastern Europe, Asseco South Western Europe, Asseco Business Solutions, ADH Soft, and Asseco Northern Europe; as Vice Chairman of the Supervisory Board of Asseco DACH, and the International School of Banking and Finance in Sandomierz; and also as President of the Board at the Podkarpacki Business Club.
Since January 2007 he serves as President of the Management Board of Asseco Poland S.A., being responsible for the vision and development strategy of the Asseco Group. He is also a direct supervisor of the Organizational and Legal Office, Human Resources Department, Security Division, Administration Division, and of the Internal Controlling and Audit Department.
Mr. Adam Góral does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Adam Góral is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
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Mrs. Renata Bojdo graduated from the Cracow University of Economics, Faculty of Business Administration. From July 1992 till January 1993 she worked for the Taxation Office in Rzeszów. She has been employed by Asseco Poland since 1993, where she served as the Company’s Chief Accountant in the years from 1995 to 2004, and as Financial Director since 2002. In the period from March 2004 till January 2007 she acted as Member of the Management Board of Asseco Poland (former COMP Rzeszów) and was responsible for the Company’s finance and accounting.
From 2008 till January 2011 she was a Member of the Supervisory Board of Asseco Systems. Whereas, as of August 2010 she has acted as Member of the Supervisory Board of Asseco Resovia S.A.
Since 1 July 2009 she serves as Vice President of Asseco Poland S.A. responsible for the Company's financial matters.
Mrs. Renata Bojdo does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mrs. Renata Bojdo is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
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Mr. Przemysław Borzestowski graduated from the Gdańsk University of Technology, receiving a degree of Master in Electrical Engineering in 1991. In 1996 he also completed a post-graduate study on financial accounting, economic analysis and business application of IT systems at the Faculty of Business Administration of Gdańsk University.
From 1997 to 2003 he worked at managerial positions for Prokom Software, being responsible for the execution of IT projects dedicated to banking and capital markets. In the period from 2002 to 2005 he was a Member and subsequently Chairman of the Supervisory Board of Epsilio S.A. (former Wonlok S.A.). Since 2002 he has acted as Member of the Supervisory Board of Postdata S.A., and additionally as Chairman of the Supervisory Board of OTAGO IT Services Ltd.
Since February 2004 he has served on the Management Board of Asseco Poland, and since January 2007 as Vice President responsible for the Public Administration Division, Postal Systems Division, Information Management Division, Capital Market Division, International Organizations and Uniformed Services Division, and Contracts Support Department.
Mr. Przemysław Borzestowski does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Przemysław Borzestowski is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
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Mr. Tadeusz Dyrga graduated from the Gdańsk University of Technology, obtaining a degree of Master and Engineer in Electrical Engineering, specialized in Automation. In the years 1973-1986 he worked as an Academic Teacher and Head of the Scientific and Research Team at the Gdańsk University of Technology. Over the period from 1987 to 1997 he served as Manager and Vice Director of Prokom's Innovative Computer Technology Department, and subsequently as Director of Prokom Software System Ltd. From 1997 he was employed by Prokom as Director of Software Production Division and Member of the Management Board. As of 1999 he was responsible for the implementation of Comprehensive Information System for the Polish Social Insurance Institution (ZUS). In 2002 he was appointed as Prokom's Vice President and held that position until the incorporation of Prokom Software into Asseco Poland.
Since 1 April 2008 he serves as Vice President of Asseco Poland S.A. in charge of the Social Insurance Division.
Mr. Tadeusz Dyrga does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Tadeusz Dyrga is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
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Mr. Marek Panek graduated from the Rzeszów University of Technology, obtaining a degree of Master and Engineer at the Faculty of Mechanical Engineering and Aeronautics in 1994.
In the years 1993-1995 he was employed by Gantel Electronics Company Ltd. In 1995 he began to work for Asseco Poland (former COMP Rzeszów) successively at the positions of Marketing Specialist (from 1995 to 1996), Marketing Director (from 1996 to 2003), Sales and Marketing Director (from 2003 to 2004), Member of the Management Board and Sales and Marketing Director (from 2004 to 2007). In 2006 and 2007 he was a Member of the Supervisory Board of Softlab Ltd.; whereas, in 2007 and 2008 he acted as President of the Management Board at Asseco South Eastern Europe S.A. as well as at Asseco Romania S.A.
Currently, Marek Panek performs the following functions: Member of the Board of Directors at Sintagma UAB (since July 2008), President of the Management Board of Asseco Resovia S.A. (since August 2010), Member of the Supervisory Board of Asseco Central Europe, a.s. (Slovakia) (since November 2009), Member of the Board of Directors at Formula Systems Ltd. (since November 2010), Member of the Supervisory Board of Asseco Central Europe, a.s. (Czech Republic) (since March 2011), and Chairman of the Board of Directors of Asseco Denmark A/S (since April 2011).
Since January 2007 he serves as Vice President of the Management Board of Asseco Poland S.A. and Director of Sales Coordination and Partner Cooperation Department, also supervising the Marketing Department, Public and Investor Relations Department, as well as the EU Projects Office.
Mr. Marek Panek does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Marek Panek is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
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Mr. Paweł Piwowar graduated from the Warsaw University of Technology, obtaining a degree of Master and Engineer. From 1991 he worked for Computerland Ltd., successively at the positions of Manager of the Computer Systems Department, Director of Warsaw Division, General Director, Vice President of the Management Board. From January 1998 till May 2007 he served as President of the Management Board of Oracle Poland (and concurrently, since June 2004, as Executive Director for the Baltic Republics). From December 2006 he acted as Executive Director of Oracle Central Europe covering Czech Republic, Estonia, Lithuania, Latvia, Poland, Slovakia, and Hungary.
From June 2008 till January 2010 he served as First Vice President of the Management Board of ABG S.A. Since October 2009 he holds the position of Asseco Poland's Vice President responsible for the Key Enterprises Division and, as of January 2010, also in charge of the Agriculture Division, Telecommunications and Media Division, and Power and Gas Industry and Municipal Utilities Division.
Currently, he also serves as Chairman of the Supervisory Board at PGS Software.
Mr. Paweł Piwowar does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Paweł Piwowar is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
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Mr. Zbigniew Pomianek graduated from the Rzeszów University of Technology, receiving a degree of Master and Engineer at the Faculty of Construction and Environmental Engineering in 1990. In the years 1990-1992 he was employed as assistant lecturer at the Faculty of Construction and Environmental Engineering of the Rzeszów University of Technology. From 1992 he worked at the position of IT Specialist, first for Jazcoop Ltd. and afterwards, from 1993 to 1995, for the Rzeszów branch of COMP Ltd. He was involved in the construction of Asseco Poland (former COMP Rzeszów), where he worked from 1995 till 2007.
Since January 2007 he serves as Vice President of the Management Board of Asseco Poland S.A. and Director of Commercial Banks Division. Furthermore, he oversees operations of the Cooperative Banks Division, Business Intelligence Division, Quality Assurance Office, and ICT Department.
In the years 2000-2004 he acted as Member of the Supervisory Board of GALKOM Computer Studio Ltd., and from 2007 till 2009 as Chairman of the Supervisory Board of Anica Systems S.A.
He is a Member of the Supervisory Board in the companies of Asseco Business Solutions S.A. and Postdata S.A.
Mr. Zbigniew Pomianek does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Zbigniew Pomianek is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
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Mr. Włodzimierz Serwiński graduated from the Gdańsk University of Technology, obtaining a degree of Master and Engineer in Information Technology at the Faculty of Electronics, Telecommunication and Information Technology. He was employed by Prokom continuously from 1993 till 2008. In the years 1993-1994 he worked with the development of PROBANK Banking System. In the period 1994-1997 he managed the project of development and implementation of PROMAK Brokerage System and PROMAK-Sponsor. From 1997 he managed the development of Comprehensive Information System for the Polish Social Insurance Institution (ZUS). From 2003 he was engaged in Prokom's projects for the insurance sector. In the years 2003-2004 he played a leading role in preparation of the offer placed by Prokom and CSC (Computer Sciences Corporation) for the PZU Group. Afterwards, in 2004 he managed the project of implementing the Graph Talk AIA system at PZU Life S.A. From December 2007 till 1 April 2008 he acted as Member of the Management Board of Prokom.
Since 1 April 2008 he serves as Vice President of the Management Board of Asseco Poland S.A. and Director of Commercial Insurance Division.
Mr. Włodzimierz Serwiński does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Włodzimierz Serwiński is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
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Mr. Przemysław Sęczkowski graduated from the Gdańsk University, receiving a degree of Master in Economics at the Faculty of Economics (1988-1993). In the years 1999-2001 he worked as Deputy General Director in charge of economic and financial matters at PPUP Poczta Polska (Polish Post), where his responsibilities included supervision over the Central Settlement Unit. In the years 2002-2003 he held the post of Director at Concordia Ltd., a consulting company. He served as Member of the Supervisory Boards in a number of companies, including Impexmetal S.A. (1998-2001), PPUP Poczta Polska (1999-2002), PTE Pocztylion (2000-2002), NFI Zachodni S.A. (2003-2004), and ABG S.A. (2005-2008).
At present he is a Member of the Supervisory Board in Postdata S.A. (since 2004), Asseco South Eastern Europe S.A. (since 2007), Asseco Central Europe, a.s. (since 2008), and President of the Management Board at UAB Sintagma and Asseco Northern Europe S.A., as well as Vice President of the Management Board at Asseco South Western Europe S.A.
Since January 2007 he serves as Vice President of the Management Board of Asseco Poland S.A. in charge of the Capital Investments Division.
Mr. Przemysław Sęczkowski does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Przemysław Sęczkowski is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
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Mr. Robert Smułkowski graduated from the Warsaw School of Economics, obtaining a degree of Master in Economics at the Faculty of Finance and Statistics (1978-1984). From 1986 to 1989 he was employed as an IT Specialist by Bank Pekao S.A. In 1989 he joined Asseco Poland (former Softbank S.A.). From 1990 he acted as Member of the Management Board of Softbank S.A. successively responsible for maintenance and implementations, development of software, and sales. From September 2004 he supervised most of the projects executed by the Softbank S.A.
Since January 2007 he serves as Vice President of Asseco Poland S.A. and Director of PKO BP Division.
Mr. Robert Smułkowski does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Robert Smułkowski is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
*
Mr. Wojciech Woźniak graduated from the Warsaw School of Economics. From 1990 to 1992 he was employed successively in the companies CPW Ltd., Wektor Ltd., and Praxis S.A. In 1992 he started his professional career in Oracle Central Europe GmBH that was continued till 2006 in Oracle Polska Ltd., consecutively at the positions of Sales Representative, Account Manager, Communications & Media Segment Manager, Sales Manager, Telecommunication & Media, Strategic Accounts Director, Director, Banking Competence Centre for Central Eastern Europe, Sales Director, Communications and Financial Services, and Senior Sales Director Technology.
In 2006 he took the position of Country Manager Poland at Apple UK Ltd.; whereas, from 2007 to 2011 he worked as Country Manager at Apple Poland Ltd.
Since 1 February 2011 he serves as Vice President of the Management Board of Asseco Poland S.A. responsible for the Building Automation and Data Center Division as well as for the Infrastructure Division.
Mr. Wojciech Woźniak does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Wojciech Woźniak is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
Legal basis:
Article 5 section 1 item 22 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 7 November 2011
The Management Board of Asseco Poland S.A. ("Company") 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 3 November 2011.
NAME OF SHAREHOLDER | NUMBER OF VOTES | INTEREST IN TOTAL NUMBER OF VOTES | VOTING INTEREST AT THE GMS |
Adam Góral | 8,083,000 | 10.42% | 19.72% |
AVIVA BZ WBK Open-End Pension Fund | 9,000,000 | 11.60% | 21.96% |
ING Open-End Pension Fund | 4,390,000 | 5.66% | 10.71% |
PZU "ZŁOTA JESIEŃ" Open-End Pension Fund | 5,000,000 | 6.45% | 12.20% |
Legal basis:
Article 70 sect. 3 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 3 November 2011
The Management Board of Asseco Poland S.A. with the seat in Rzeszów ("Asseco") discloses in public the resolutions passed by the Extraordinary General Meeting of Shareholders of Asseco that was held in Warsaw on 3 November 2011.
Resolutions passed by the Extraordinary General Meeting of Shareholders
Legal basis:
§ 38 sect. 1 item 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 27 October 2011
The Management Board of Asseco Poland S.A. (the "Company") informs that on 27 October 2011 the Company's Supervisory Board passed a resolution on approving the consolidated text of the Company's Articles of Association reflecting the amendments thereto as adopted by the Company's Ordinary General Meeting of Shareholders that was held on 21 September 2011.
The consolidated text of the Articles of Association is attached to this current report.
Legal basis:
Article 38 section 1 item 2 b) of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 27 October 2011
The Management Board of Asseco Poland S.A. (the "Company") informs that on 26 October 2011 the Company received information that on 21 October 2011 the District Court in Rzeszów, XII Commercial Department of the National Court Register, registered Resolution No. 4 on amendment of the Company's Articles of Association that was adopted by the Extraordinary General Meeting of Shareholders of Asseco Poland S.A. on 21 September 2011, about which the Company informed in its current report no. 28/2011 of 21 September 2011.
Legal basis:
Article 38 section 1 item 2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 7 October 2011
The Management Board of Asseco Poland S.A. ("Company"), acting on the basis of art. 399 § 1 of the Commercial Companies Code and with regard to § 38 items 1-2 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259), hereby convenes the Extraordinary General Meeting of Shareholders ("General Meeting") to be held on 3 November 2011 at 1:30 p.m. at the Marriott Hotel in Warsaw, 65/79 Jerozolimskie Av.
Enclosures:
Announcement of the convening of the General Meeting
Draft resolutions of the General Meeting
Legal basis:
Article 38 section 1 items 1-2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 26 September 2011
The Management Board of Asseco Poland S.A. ("Company") 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 21 September 2011.
NAME OF SHAREHOLDER | NUMBER OF VOTES | % OF TOTAL NUMBER OF VOTES | VOTING INTEREST AT THE GMS |
Adam Góral | 8,083,000 | 10.42% | 21.91% |
AVIVA BZ WBK Open-End Pension Fund | 8,800,000 | 11.35% | 23.86% |
ING Open-End Pension Fund | 4,000,000 | 5.16% | 10.84% |
PZU "ZŁOTA JESIEŃ" Open-End Pension Fund | 5,000,000 | 6.45% | 13.55% |
Legal basis:
Article 70 sect. 3 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 21 September 2011
The Management Board of Asseco Poland S.A. with the seat in Rzeszów ("Asseco") discloses in public the resolutions passed by the Extraordinary General Meeting of Shareholders of Asseco that was held in Warsaw on 21 September 2011.
Legal basis:
§ 38 sect. 1 item 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 7 September 2011
The Management Board of Asseco Poland S.A. ("Company") 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 6 September 2011.
NAME OF SHAREHOLDER | NUMBER OF VOTES | % OF TOTAL NUMBER OF VOTES | VOTING INTEREST AT THE GMS |
Adam Góral | 8,083,000 | 10.42% | 22.57% |
AVIVA BZ WBK Open-End Pension Fund | 8,800,000 | 11.35% | 24.57% |
ING Open-End Pension Fund | 4,000,000 | 5.16% | 11.17% |
PZU "ZŁOTA JESIEŃ" Open-End Pension Fund | 5,000,000 | 6.45% | 13.96% |
Legal basis:
Article 70 sect. 3 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 6 September 2011
The Management Board of Asseco Poland S.A. with the seat in Rzeszów ("Asseco") discloses in public the resolutions passed by the Extraordinary General Meeting of Shareholders of Asseco that was held in Warsaw on 6 September 2011.
Resolutions passed by the Extraordinary General Meeting of Shareholders
Legal basis:
§ 38 sect. 1 item 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 1 September 2011
Draft resolution proposed by a shareholder concerning item 4 of the Agenda of the Extraordinary General Meeting of Shareholders convened to be held on 6 September 2011
The Management Board of Asseco Poland SA (hereinafter the "Company") informs that on 1 September 2011 Adam Góral, the Company's shareholder, proposed an amendment to the draft resolution concerning item 4 of the Agenda of the Extraordinary General Meeting of Shareholders convened to be held on 6 September 2011.
The proposed draft resolution and justification for the amendment provided by the shareholder are enclosed herewith.
Legal basis:
Article 38 sect. 1 item 5 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state
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Rzeszów, 26 August 2011
The Management Board of Asseco Poland S.A. ("Company"), acting on the basis of art. 399 § 1 of the Commercial Companies Code and with regard to § 38 items 1-2 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259), hereby convenes the Extraordinary General Meeting of Shareholders ("General Meeting") to be held on 21 September 2011 at 12:00 noon at the Marriott Hotel in Warsaw, 65/79 Jerozolimskie Av.
Enclosures:
Announcement of the convening of the General Meeting
Draft resolutions of the General Meeting
Legal basis:
Article 38 section 1 items 1-2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 11 August 2011
The Management Board of Asseco Poland S.A. ("Company"), acting on the basis of art. 399 § 1 of the Commercial Companies Code and with regard to § 38 items 1-2 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259), hereby convenes the Extraordinary General Meeting of Shareholders ("General Meeting") to be held on 6 September 2011 at 12:00 noon at the Marriott Hotel in Warsaw, 65/79 Jerozolimskie Av.
Enclosures:
Announcement of the convening of the General Meeting
Draft resolutions of the General Meeting
Legal basis:
Article 38 section 1 items 1-2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 20 July 2011
The Management Board of Asseco Poland S.A. (the "Company") informs that on 20 July 2011 became effective the resolution adopted by the Company's Supervisory Board on choosing a certified auditor in order to carry out audits of financial statements of the Company and its capital group for the financial year 2011, which shall include a review of the semi-annual separate financial statements of Asseco Poland S.A. and the semi annual consolidated financial statements of the Asseco Poland Group for the first half of 2011, as well as an audit of the annual separate financial statements of Asseco Poland S.A. and the annual consolidated financial statements of the Asseco Poland Group for the year 2011.
The Supervisory Board chose Ernst & Young Audit Sp. z o.o. seated at 1 Rondo ONZ Str., Warsaw, 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 firm 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 worldwide.
Asseco Poland S.A. has already used services of Ernst & Young Audit Sp. z o.o. for the preparation and audit of the pro forma consolidated financial statements of the merged companies of Asseco Poland S.A. and Softbank S.A., for the preparation and audit of the pro forma consolidated financial statements of the merged companies of Asseco Poland S.A. and Prokom Software S.A., as well as for the preparation and audit of the separate financial statements of Asseco Poland S.A. and the consolidated financial statements of the Asseco Poland Group for the years 2007, 2008, 2009, and 2010.
The entity authorized to audit financial statements has been chosen in accordance with the applicable regulations and professional standards.
Legal basis:
Article 5 section 1 item 19 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 13 July 2011
Changing the publication date of an interim financial report for the 3rd quarter of 2011
The Management Board of Asseco Poland S.A. informs about changing the date of publication of the comprehensive consolidated quarterly report for the 3rd quarter of 2011 that was supposed to be published on 9 November 2011 as announced in the Company's current report no. 2/2011 of 11 January 2011.
Hence, the comprehensive consolidated quarterly report for the 3rd quarter of 2011 shall be submitted to the public on 10 November 2011.
Legal basis:
Article 103 section 2 item 1 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 21 June 2011
The Management Board of Asseco Poland S.A. (the "Company") informs that on 20 June 2011 the Company received a decision of the District Court in Rzeszów, XII Commercial Department of the National Court Register, issued on 13 June 2011, whereby the Court registered Resolution No. 52 on amendment of the Company's Articles of Association that was adopted by the Ordinary General Meeting of Shareholders of Asseco Poland S.A. on 28 April 2011, about which the Company informed in its current report no. 09/2011 of 28 April 2011.
Therefore, the resolution on approving the consolidated text of the Company's Articles of Association adopted by the Supervisory Board on 9 June 2011, about which the Company informed in its current report no. 19/2011 of 9 June 2011, became effective.
Legal basis:
Article 38 section 1 item 2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 2 June 2011
The Management Board of Asseco Poland S.A. discloses in public the list of shareholders who exercised at least 5% of the total votes at the Company's Extraordinary General Meeting of Shareholders which was held in Warsaw on 31 May 2011.
NAME OF SHAREHOLDER | NUMBER OF VOTES | % OF TOTAL NUMBER OF VOTES | VOTING INTEREST AT THE EGMS |
Adam Góral | 8 083 000 | 10,42% | 23,64% |
AVIVA BZ WBK Open-End Pension Fund | 8 800 000 | 11,35% | 25,74% |
ING Open-End Pension Fund | 4 009 143 | 5,17% | 11,73% |
PZU "Złota Jesień" Open-End Pension Fund | 5 000 000 | 6,45% | 14,62% |
Legal basis:
Article 70 sect. 3 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
Rzeszów, 2 June 2011
The Management Board of Asseco Poland S.A. discloses in public the list of shareholders who exercised at least 5% of the total votes at the Company's Extraordinary General Meeting of Shareholders which was held in Warsaw on 31 May 2011.
NAME OF SHAREHOLDER | NUMBER OF VOTES | % OF TOTAL NUMBER OF VOTES | VOTING INTEREST AT THE EGMS |
Adam Góral | 8 083 000 | 10,42% | 23,64% |
AVIVA BZ WBK Open-End Pension Fund | 8 800 000 | 11,35% | 25,74% |
ING Open-End Pension Fund | 4 009 143 | 5,17% | 11,73% |
PZU "Złota Jesień" Open-End Pension Fund | 5 000 000 | 6,45% | 14,62% |
Legal basis:
Article 70 sect. 3 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 1 June 2011
The Management Board of Asseco Poland S.A. ("Asseco") informs that the Extraordinary General Meeting of Shareholders of Asseco Poland S.A. that was held in Warsaw on 31 May 2011 appointed Mr. Antoni Magdoń to the position of Member of the Supervisory Board of Asseco Poland S.A. The above-mentioned Member of the Supervisory Board has been appointed to serve during the five-year joint term of office spanning from 2007 to 2011.
*
Mr. Antoni Magdoń, born in 1952. In 1978 he graduated from the Catholic University of Lublin, obtaining a master's degree at the Faculty of Christian Philosophy. In 1982 he obtained a Ph.D. in economics from the Poznań University of Economics. In 1983 he completed postgraduate studies in the financial and social problems of cooperative banks at the Catholic University of Nijmegen (Netherlands); whereas, in 2009 he received a post-doctoral degree (habilitation) in economics from the University of Prešov (Slovakia).
In the years 1983-1994 – Lecturer and Head of the Cooperative Institute for Research, in the years 1984-1995 – Lecturer and Team Leader at the Main School of Planning and Statistics (presently the Warsaw School of Economics), in the years 1992-1994 – Lecturer, and since 2000 – Senior Lecturer at the Faculty of Social Sciences of the Catholic University of Lublin, Branch in Stalowa Wola. From 1994 to 1997 he served as Advisor to the Minister of Finance. Since 1997 till 1999 he acted as First Vice President of the Management Board of Bank Depozytowo-Kredytowy S.A.
In 1999 he started his career at Bank PEKAO S.A. where he held the following positions: Executive Director of Eastern Macroregion (1999), Regional Director for Network (2000-2004), Regional Director for Standard Banking (2002-2003), Regional Director for Retail Banking (2003-2005), and Director of Retail Banking (from 2009).
Mr. Antoni Magdoń does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Antoni Magdoń is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
Furthermore, the Extraordinary General Meeting of Shareholders of Asseco Poland S.A. that was held in Warsaw on 31 May 2011 appointed Messrs. Dariusz Brzeski, Jacek Duch, Artur Kucharski, Antoni Magdoń, and Adam Noga to serve as Members of the Supervisory Board of Asseco Poland S.A. during the forthcoming five-year joint term of office spanning from 2012 to 2016.
*
Mr. Dariusz Brzeski, born in 1964. In 1988 he graduated from the Main School of Planning and Statistics (presently Warsaw School of Economics), Faculty of Management and Organization.
In the years 1988-1990 he worked as Specialist for Implementation of IT Systems at Microsystem JGU. From 1991 till 1994 he was employed as Sales Network Manager in InterAms Sp. z o.o. In the years 1995 and 1996 he served as President of the Board of Directors of Towarzystwo Finansowo Leasingowe Sp. z o.o. From 1997 to 2000 he acted as President of the Management Board of Financial Management S.A.; whereas, in the years 1996-2005 as President of the Management Board of ABG S.A. Since March 2005 he also served as President of the Management Board of Ster-Projekt S.A. Following the merger of ABG S.A. and Ster-Projekt S.A. (where the surviving company operated under the names of ABG Ster-Projekt S.A., ABG SPIN S.A., and finally ABG S.A.) till the time of amalgamation with Asseco Poland S.A., Mr. Dariusz Brzeski performed the function of President of the Management Board of the later company.
Since October 2008 till January 2009 he served as President of the Management Board of ABG S.A. which formerly traded as DRQ S.A.
At present, he acts as Chairman of the Supervisory Board of Fundusz Hipoteczny FAMILIA S.A.
Mr. Dariusz Brzeski does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Dariusz Brzeski is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
*
Mr. Jacek Duch, born in 1947. He graduated from the Warsaw University of Technology, Faculty of Electronics, as MSc specialized in Information Technology. In the years 1975-1977 he worked for PSI AG in West Berlin. He gathered long-term experience both in software engineering as well as in management of international IT corporations. In the years 1978-1993 he worked for Digital Equipment Corporation where he managed projects, among others, in Munich, Vienna, and Paris. Furthermore, he carried out scientific work for NixdorfComputer AG. From 1989 he supervised the establishment of Digital Equipment Corporation branches in Hungary, Czechoslovakia, and Poland. In the years 1992–1993 he managed the company Digital Equipment Polska Sp. z o.o. From 1993 to 1998 he managed Oracle Polska Sp. z o.o. In his job career he held the following positions: 1998-2004 – Member of the Management Board of Prokom Software S.A.; 2007-2008 – Chairman of the Supervisory Board of Prokom Software S.A.; from 2000 – President of the Management Board of w Prokom Internet S.A., where he was responsible for strategic projects; 2004-2007 – Vice President of the Management Board of Warmia Live Sp. z o. o.; 2001-2005 – Vice Chairman of the Supervisory Board of Postdata S.A.; 2002-2004 – Chairman of the Supervisory Board of Ready Sp. z o.o.; 2000-2005 – Secretary of the Supervisory Board of Bank Pocztowy S.A.; 2003-2007 – Member of the Supervisory Board of PVT a.s.; 2006- 2007 – Chairman of the Supervisory Board of Softlab; 2007-2008 – Member of the Supervisory Board of ABS and Asseco Romania; 2004-2008 – Member of the Supervisory Board of Asseco Solutions a.s. (former Datalock); and 2005-2006 – Member of the Supervisory Board of Slovanet. He is a member of numerous trade organizations such as the American Chamber of Commerce, Polish Chamber of Information Technology and Telecommunications, and Polish Confederation of Private Employers. Since 2002 he has served as Chairman of the Supervisory Board of DECSOFT S.A., since 2003 – as Chairman of the Supervisory Board of Intotel S.A.; whereas, since 2006 he has acted as President of the Management Board of Allterpower Sp. z o.o. He also sits of the Supervisory Boards of the Asseco Group companies, including in Asseco Poland S.A. (as Chairman since 2006), Asseco DACH (since 2007), Asseco SEE (since 2007), ADH Soft (since 2007), as well as in Asseco Germany AG and matrix42 AG. At present, he is a partner in the companies of Allterpower Sp. z o.o., Ogicom Sp. z o.o., DECsoft S.A., Inotel S.A., Bioalter Sp. z o.o., and Vercom Sp. z o.o.
Mr. Jacek Duch does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Jacek Duch is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
*
Mr. Artur Kucharski, born in 1968. In 1995 he graduated from the University of Central London and from the Warsaw University of Technology with a Master of Science degree. Currently, he is completing an Executive MBA program at the Business School of Warsaw University of Technology. From 1995 to 2002 he worked for PricewaterhouseCoopers Sp. z o.o. as Assistant and later as Manager at the Financial Statements Auditing Department. Since 2002 he has worked for PwC Polska Sp. z o.o. as Senior Manager and afterwards as Director at the Consulting Department. In 1999 he obtained a title from the Association of Chartered Certified Accountants (ACCA). Since April 2010 has served as Vice Chairman of the Supervisory Board of Kopex S.A., since July 2010 – Member of the Supervisory Board of Globe Trade Centre S.A., since August 2010 – Member of the Supervisory Board and Audit Committee of Asseco Poland S.A., since February 2011 – Member of the Supervisory Board of Hydrapres S.A.; whereas, since February 2011 he has held the position of Director at Kopex S.A.
Mr. Artur Kucharski does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Artur Kucharski is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
*
Mr. Antoni Magdoń, born in 1952. In 1978 he graduated from the Catholic University of Lublin, obtaining a master's degree at the Faculty of Christian Philosophy. In 1982 he obtained a Ph.D. in economics from the Poznań University of Economics. In 1983 he completed postgraduate studies in the financial and social problems of cooperative banks at the Catholic University of Nijmegen (Netherlands); whereas, in 2009 he received a post-doctoral degree (habilitation) in economics from the University of Prešov (Slovakia).
In the years 1983-1994 – Lecturer and Head of the Cooperative Institute for Research, in the years 1984-1995 – Lecturer and Team Leader at the Main School of Planning and Statistics (presently the Warsaw School of Economics), in the years 1992-1994 – Lecturer, and since 2000 – Senior Lecturer at the Faculty of Social Sciences of the Catholic University of Lublin, Branch in Stalowa Wola. From 1994 to 1997 he served as Advisor to the Minister of Finance. Since 1997 till 1999 he acted as First Vice President of the Management Board of Bank Depozytowo-Kredytowy S.A.
In 1999 he started his career at Bank PEKAO S.A. where he held the following positions: Executive Director of Eastern Macroregion (1999), Regional Director for Network (2000-2004), Regional Director for Standard Banking (2002-2003), Regional Director for Retail Banking (2003-2005), and Director of Retail Banking (from 2009).
Mr. Antoni Magdoń does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Antoni Magdoń is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
*
Mr. Adam Noga, born in 1955, full professor. He graduated from the Main School of Planning and Statistics in Warsaw (presently the Warsaw School of Economics), Economic and Social Faculty, and in the years 1984-1985 completed an academic internship at L’Ecole Hautes Etudes et Sciences Sociales in Paris. In the years 1991-1992 he completed an MBA program at L’Universite du Quebec in Montreal. He obtained a Ph.D. in economics in 1985 and a post-doctoral degree (habilitation) in 1993; whereas, in 1995 he was named an associate professor (Warsaw School of Economics), to finally become a full professor in 2009. From 1999 to 2005, he served as Director of the Institute of Finance, and from 2005 as Professor and Vice Rector at Koźmiński University in Warsaw.
In the years 1978-1985 he was employed as Assistant at the Warsaw School of Economics, and as Lecturer from 1985 till 1995. In the years 1985-1986 he worked as Consultant with the Planning Commission at the Council of Ministers. From 1988 to 1989 he served as Chief Specialist in the Ministry of Finance. In the years 1991 and 1992 he was a Lecturer at L’Universite du Quebec in Montreal. In 1992 and 1993 he served as Associate Dean for Graduate Studies, and afterwards from 1993 till 1996 as Dean for Undergraduate Studies both at the Warsaw School of Economics. From 1996 to 1999 he held the office of Vice Rector for Education and Student Affairs at the Warsaw School of Economics. From 1993 to 1998 he was Vice Chairman of the Scientific Council of the Polish Economic Society. In 1995 he worked as Expert for the Ministry of Privatization. In 1996 he represented the President of Poland in public debates over privatization and common enfranchisement. In the years 1996–1999 he wrote reports on privatization of the Polish economy. From 1997 to 1999 he served as Advisor to the President of Petrochemia Płock. In 1998 and 1999 he acted as Member of the Supervisory Board of PTE Epoka. From 2003 to 2005 he was Chairman of the Supervisory Board of the Polish Information and Foreign Investment Agency. From 2001 to 2005 he acted as Vice President of the Polish Economic Society. Since 2002 till 2005 he performed as Advisor to the Deputy Prime Minister and Minister of Finance. Since 1987 he has been engaged as editor of the Economist magazine. From 1998 to 2006 he acted as Chairman of the Supervisory Board of Asseco Poland (formerly COMP Rzeszów), whereas, from 2007 as Member of the Supervisory Board of Prokom. Since 2000 he has served as Member, and since 2005 as Vice Chairman of the Supervisory Board of Kredyt Bank S.A. Since 4 January 2007 he has acted as Vice Chairman of the Supervisory Board of our Company. Since 2009 he has sat on the Supervisory Boards of Warta Insurance and Reinsurance and Warta Life Insurance companies. He acts as Member of the Audit Committees at Asseco Poland, Kredyt Bank, Warta Insurance and Reinsurance, and Warta Life Insurance. He is the author of five books (including Dominance and Effective Competition 1993, and Theories of the Firms 2009) and wrote more than 100 scientific articles. He is also the first winner of the Bank Handlowy Prize for outstanding achievements in the fields of finance and economics.
Mr. Adam Noga does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Adam Noga is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
Legal basis:
Article 5 section 1 item 22 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 1 June 2011
The Management Board of Asseco Poland S.A. with the seat in Rzeszów ("Asseco") discloses in public the resolutions passed by the Extraordinary General Meeting of Shareholders of Asseco that was held in Warsaw on 31 May 2011.
Resolutions passed by the Extraordinary General Meeting of Shareholders
Legal basis:
§ 38 sect. 1 item 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 30 May 2011
The Management Board of Asseco Poland S.A. seated in Rzeszów ("Company"), acting in accordance with the Code of Best Practice for Companies Listed on the Warsaw Stock Exchange and in order to provide the Company's Shareholders with an opportunity to learn about the candidates for members of the Supervisory Board, hereby informs that today one of the Company’s shareholders, namely Powszechne Towarzystwo Emerytalne PZU S.A. representing PZU "Złota Jesień" Open-End Pension Fund has proposed Mrs. Beata Kurbiel as a candidate for the position of a member of the Company’s Supervisory Board.
The Company also discloses the candidate’s CV as attached with this current report.
Legal basis:
Chapter II, item 1. 5) of the Code of Best Practice for WSE Listed Companies, and art. 38 sect. 1 item 3) of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 26 May 2011
The Management Board of Asseco Poland S.A. seated in Rzeszów ("Company"), acting in accordance with the Code of Best Practice for Companies Listed on the Warsaw Stock Exchange and in order to provide the Company's Shareholders with an opportunity to learn about the candidates for members of the Supervisory Board, hereby informs that today the Company was notified about the following candidates proposed as members of the Supervisory Board:
1/ Mr. Antoni Magdoń has been proposed to be appointed as member of the Supervisory Board in the ongoing term of office spanning from 2007 to 2011,
1/ the following persons have been proposed to be appointed as members of the Supervisory Board for the forthcoming new term of office spanning from 2012 to 2016:
Mr. Jacek Duch,
Mr. Adam Noga,
Mr. Dariusz Brzeski,
Mr. Artur Kucharski,
Mr. Antoni Magdoń.
Concurrently, the Company announces that all the proposed candidates agreed to stand for election to the Supervisory Board.
The Company also discloses the candidates' CVs as attached with this current report.
Legal basis:
Chapter II, item 1. 5) of the Code of Best Practice for WSE Listed Companies, and art. 38 sect. 1 item 3) of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 5 May 2011
The Management Board of Asseco Poland SA ("Company"), acting on the basis of art. 399 § 1 of the Commercial Companies Code and with regard to § 38 items 1-2 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259), hereby convenes the Extraordinary General Meeting of Shareholders ("General Meeting") to be held on 31 May 2011 at 12:00 noon at the Marriott Hotel in Warsaw, 65/79 Jerozolimskie Av.
Enclosures:
Announcement of the convening of the General Meeting
Draft resolutions of the General Meeting
Legal basis:
Article 39 sect. 1 items 1 and 2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 4 May 2011
The Management Board of Asseco Poland SA discloses in public the list of shareholders who exercised at least 5% of the total votes at the Company's Ordinary General Meeting of Shareholders which was held in Warsaw on 28 April 2011.
NAME OF SHAREHOLDER | NUMBER OF VOTES | % OF TOTAL NUMBER OF VOTES | VOTING INTEREST AT THE GMS |
ADAM GÓRAL | 8,083,000 | 10.42% | 22.50% |
AVIVA BZ WBK Open-End Pension Fund | 8,800,000 | 11.35% | 24.49% |
ING Open-End Pension Fund | 4,000,000 | 5.16% | 11.13% |
PZU "Złota Jesień" Open-End Pension Fund | 5,000,000 | 6.45% | 13.92% |
Legal basis:
Article 70 sect. 3 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 29 April 2011
The Management Board of Asseco Poland S.A. seated in Rzeszów ("Company") informs that on 29 April 2011 it was notified about the expiry of the mandate of a Member of the Company's Supervisory Board, namely Mr. Andrzej Szukalski, as a result of his death.
Legal basis:
Article 5 sect. 1 item 21 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state (Journal of Laws of 2009 No. 33, item 259).
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Rzeszów, 29 April 2011
The Management Board of Asseco Poland S.A. ("Company") informs that on 28 April 2011 the Company's Ordinary General Meeting of Shareholders passed a resolution on distribution of the net profit generated by Asseco Poland SA for the financial year 2010 and payment of a dividend.
The Ordinary General Meeting of Shareholders of Asseco Poland S.A. seated in Rzeszów, acting on the basis of art. 395 § 2 item 2) of the Polish Commercial Companies Code as well as according to § 12 sect. 4 item 2) of the Company's Articles of Association, resolved that:
The net profit for 2010 amounting to PLN 422,453,746.51 (four hundred and twenty-two million four hundred and fifty-three thousand seven hundred and forty-six zlotys 51/100) shall be distributed as follows:
PLN 139,617,954.00 (one hundred and thirty-nine million six hundred and seventeen thousand nine hundred and fifty-four zlotys) shall be distributed to the Company's Shareholders as payment of a dividend in the amount of PLN 1.80 (one zloty 80/100) per share;
PLN 282,835,792.51 (two hundred and eighty-two million eight hundred and thirty five thousand seven hundred and ninety-two zlotys 51/100) shall be allocated to the Company’s reserve capital.
The Company's Ordinary General Meeting established that the dividend right shall be acquired on 17 May 2011; whereas, the dividend payment shall be made on 1 June 2011.
Legal basis:
Article 38 sect. 2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 28 April 2011
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 28 April 2011 in Warsaw.
Legal basis:
Article 38 section 1 item 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 1 April 2011
The Management Board of Asseco Poland SA ("Company"), acting on the basis of art. 399 § 1 of the Commercial Companies Code and with regard to § 38 items 1-2 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259), hereby convenes the Ordinary General Meeting of Shareholders ("General Meeting") to be held on 28 April 2011 at 12:00 a.m. at the Marriott Hotel in Warsaw, 65/79 Jerozolimskie Av.
Enclosures:
Announcement of the convening of the General Meeting
Draft resolutions of the General Meeting
Legal basis:
Article 39 section 1 items 1 and 2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 30 March 2011
The Management Board of Asseco Poland S.A. ("Asseco") informs that on 29 March 2011 the Supervisory Board gave a positive opinion on the Management Board's request to recommend that the General Meeting of Shareholders approves payment of a dividend for the year 2010 in the amount of PLN 1,80 (one zloty 80/100) per one share of Asseco. Hence, the total amount of net profit to be distributed as dividend shall amount to PLN 139.617.954 (one hundred and thirty-nine million six hundred and seventeen thousand nine hundred and fifty-four zlotys).
Legal basis:
Art. 38 sect. 11 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 23 March 2011
Management Board of Asseco Poland S.A. provides the enclosed list of all the information specified in Articles 56 Paragraph 1 of Act on Public Offering and the conditions for introducing financial instruments to the organized trading system and on public companies, reported by Asseco Poland S.A. to public in 2010. Full text information is available on www.asseco.pl under Investor Relations tab.
List of information disclosed to the public in 2010 year
Legal basis:
According to § 65 section 1 of the Act of 29 July 2005 on public offerings and conditions governing the introduction of Financial Instruments to the organized trading system and on public companies (Journal of Laws 2005, No. 184, item. 1539)
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Rzeszów, 21 March 2011
The Management Board of Asseco Poland SA ("Asseco") informs that on 21 March 2011 it submitted a request to the Supervisory Board to recommend that the General Meeting of Shareholders approves payment of a dividend for the year 2010 in the amount of PLN 1,80 (one zloty 80/100) per one share of Asseco. Hence, the total amount of net profit to be distributed as dividend shall amount to PLN 139.617.954 (one hundred and thirty-nine million six hundred and seventeen thousand nine hundred and fifty-four zlotys).
Legal basis:
Art. 38 sect. 11 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 12 January 2011
The Management Board of Asseco Poland SA ("Asseco") informs that the Management Board of the Warsaw Stock Exchange ("WSE"), by its resolution of 12 January 2011, decided that 5,433,174 allotment certificates for ordinary bearer shares of series J, with a par value of PLN 1 each, designated by the National Depository for Securities ("NDS") with the securities identifying number PLSOFTB00156, shall be quoted for the last time on 13 January 2011.
Furthermore, by its resolution of 12 January 2011, the WSE Management Board stated that 5,433,174 ordinary bearer shares of series J of Asseco Poland SA ("Shares"), with a par value of PLN 1 each, have been admitted to public trading on the main securities market. The WSE Management Board decided that the above-mentioned Shares of Asseco Poland SA shall be introduced to public trading on the main securities market, under normal procedure and as of 14 January 2011, on condition they have been registered by the National Depository for Securities and designated with the ISIN number PLSOFT00016 by that date.
Legal basis:
Article 34 sect. 1 items 3 and 4 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 11 January 2011
The Management Board of Asseco Poland SA ("Company") informs that on 10 January 2011 the Board of the National Depository for Securities ("NDS"), having considered the Company's application following the cancellation of 5,433,174 ordinary bearer shares of Asseco Poland SA, officially stated that as of 14 January 2011 the number of ordinary bearer shares of Asseco Poland SA designated with the securities identifying number PLSOFTB00016 shall be 72,132,356.
Furthermore, by its resolution of 10 January 2011, the Management Board of NDS decided to register 5,433,174 ordinary bearer shares of series J ("Shares") of Asseco Poland SA, with a par value of PLN 1 each, and to designate them with the securities identifying number PLSOFTB000016 on condition the Warsaw Stock Exchange makes a decision to introduce these shares to public trading on the same regulated market to which other shares of the Company designated with the number PLSOFTB00016 have been introduced. The shares shall be registered with the National Depository for Securities within 3 days since the time NDS receives documents confirming such WSE decision; however, not earlier than on the date of actual introduction of the shares to public trading as indicated in that decision.
Legal basis:
Art. sect. 1 item 12 and art. 34 sect. 1 item 1 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 11 January 2011
The Management Board of Asseco Poland SA ("Company") informs that in 2011 the Company will publish its financial reports on the following dates:
Annual reports for the year 2010
Separate Annual Report 18 March 2011
Consolidated Annual Report 18 March 2011
Semi-annual report for the 1st half of 2011
Extended Consolidated Semi-Annual Report 26 August 2011
Quarterly reports
Extended Consolidated Quarterly Report for Q1 2011 13 May 2011
Extended Consolidated Quarterly Report for Q3 2011 9 November 2011
In accordance with § 83 sections 1 and 3 of the Regulation regarding current and periodic information, the Company informs that the consolidated quarterly reports and consolidated semi-annual report will also contain separate quarterly financial information and separate semi-annual condensed financial statements, respectively.
Pursuant to § 102 sect. 1 of the above stated Regulation, the Company will not publish any consolidated quarterly report for the 4th quarter of 2010; whereas, pursuant to § 101 sect. 2 of the Regulation, the Company will not publish any consolidated quarterly report for the 2nd quarter of 2011.
Legal basis:
Article 103 sect. 1 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 3 January 2011
The Management Board of Asseco Poland SA ("Company") informs that on 3 January 2011 the registry court competent for the Company's seat, this is the District Court in Rzeszów, XII Commercial Department of the National Court Register ("Court"), registered the Company's merger with the company of Asseco Systems SA seated at 74, 17 Stycznia St., 02-146 Warsaw, entered in the register of entrepreneurs maintained by the District Court of the Capital City of Warsaw, XIII Commercial Department of the National Court Register, under the number 0000288727, VAT no. 584-04-52-818, having the share capital of PLN 107,326,656 ("Asseco Systems") ("Merger").
Furthermore, the Court, in the same decision, registered the Company's merger with the company of Alatus Sp. z o.o. (limited liability company) seated at 15 Odrowąża St., 03-310 Warsaw, entered in the register of entrepreneurs maintained by the District Court of the Capital City of Warsaw, XIII Commercial Department of the National Court Register, under the number 0000052034, VAT no. 526-10-12-789, having the share capital of PLN 1,520,000 ("Alatus") ("Merger").
The Merger of Asseco Systems and Alatus with Asseco Poland was 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 Asseco Systems and Alatus (being the Acquired Companies) to Asseco Poland (acting as the Taking-over Company). Following the merger, the companies of Asseco Systems and Alatus shall be dissolved without going into liquidation.
This amalgamation is a part of the Asseco Poland's policy that assumes streamlining and simplification of the Group's legal and organizational structure. The objective of the Merger is to enhance the potential of the merging Companies and to improve 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 the creation of higher value for shareholders of our Company.
Concurrently, the Company's Management Board informs that on the same day when making registration of the Merger, the District Court in Rzeszów, XII Commercial Department of the National Court Register also registered amendments of the Company's Articles of Association as adopted by a resolution of the Extraordinary General Meeting of Shareholders on 26 November 2010, about which the Company informed in its current report 72/2010.
Legal basis:
Article 5 section 1 item 14 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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