Regulatory Filings

25/2013

Nadzwyczajne Walne Zgromadzenie Asseco Poland S.A. - Znaczący akcjonariusze

Rzeszów, 6 grudnia 2013 r.

Zarząd Asseco Poland S.A. przekazuje wykaz akcjonariuszy posiadających co najmniej 5% ogólnej liczby głosów na Nadzwyczajnym Walnym Zgromadzeniu, które odbyło się 4 grudnia 2013 roku w Warszawie.

AKCJONARIUSZLICZBA GŁOSÓWUDZIAŁ W OGÓLNEJ LICZBIE GŁOSÓW


UDZIAŁ W WZ
 

Adam Góral8 083 0009,74%23,32%
AVIVA OTWARTY FUNDUSZ EMERYTALNY AVIVA BZ WBK10 471 24012,62%30,21%
OTWARTY FUNDUSZ EMERYTALNY PZU "ZŁOTA JESIEŃ"5 670 0006,83%16,36%
OTWARTY FUNDUSZ EMERYTALNY ING3 738 7664,50%10,79%

Podstawa prawna:
Zgodnie z § 70 ust 3 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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24/2013

Uchwały podjęte przez Nadzwyczajne Walne Zgromadzenie Asseco Poland S.A. w dniu 4 grudnia 2013 r.

Rzeszów, 4 grudnia 2013 r.

Zarząd Asseco Poland S.A. z siedzibą w Rzeszowie („Asseco”) w załączeniu podaje do publicznej wiadomości treści uchwał Nadzwyczajnego Walnego Zgromadzenia Asseco, które odbyło się 4 grudnia 2013 r. w Warszawie.

Treść uchwał

Plan połączenia z Postinfo

Podstawa prawna:
Zgodnie z § 38 ust. 1 pkt. 7 Rozporządzenia Ministra Finansów z dnia 19 lutego 2009 r. w sprawie informacji bieżących i okresowych przekazywanych przez emitentów papierów wartościowych oraz warunków uznawania za równoważne informacji wymaganych przepisami prawa państwa niebędącego państwem członkowskim (Dz. U. 2009, nr 33, poz. 259)

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23/2013

Second notification to Shareholders about the intention to merge with another company

Rzeszów, 4 December 2013

The Management Board of Asseco Poland S.A. (the “Company”), acting pursuant to art. 504 and in conjunction with art. 516 § 6 of the Polish Commercial Companies Code, hereby informs the Company’s Shareholders for the second time of its intended merger with Przedsiębiorstwo Innowacyjno-Wdrożeniowe “POSTINFO” Sp. z o.o. (limited liability company) with registered office at 13 Branickiego St., Warsaw, entered in the Register of Entrepreneurs maintained by the District Court of the Capital City of Warsaw in Warsaw, XIII Commercial Department of the National Court Register, under the number KRS 0000037018, to be effected according to the terms and conditions set forth in the Merger Plan that was published on the Company’s website www.asseco.plon 16 October 2013 and made available to the public till the end of the General Meeting convened to adopt a resolution on the merger.

Concurrently, the Management Board of Asseco Poland S.A. informs that, acting on the basis of art. 505 § 31 of the PCCC, starting no later than a month in advance of the General Meeting convened to adopt a resolution on the merger till the time that General Meeting is closed, the Company shall disclose in public and free of charge, on its corporate website www.asseco.pl, in the section Investor Relations / Legal Environment, the following documents as specified in art. 505 § 1 of the PCCC:

1) the Merger Plan;
2) financial statements as well as the Management reports on business 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) determination of the value of assets of the Acquired Company as at 1 September 2013;
5) statements containing information on the financial position of the Acquired Company prepared for the merger purposes as at 1 September 2013.

Legal basis:
Pursuant to article 5 section 1 item 13 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

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22/2013

Convening of the Extraordinary General Meeting of Shareholders

Rzeszów, 8 November 2013

The Management Board of Asseco Poland S.A. (the “Company”), acting on the basis of art. 399 §1 of the Commercial Companies Code and with regard to §38 items 1-3 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259), hereby convenes the Extraordinary General Meeting of Shareholders (the “General Meeting”) to be held on 4 December 2013 at 12:00 noon at the Marriott Hotel in Warsaw, 65/79 Jerozolimskie Av.

Enclosures: 
Announcement of the convening of the Extraordinary General Meeting of Shareholders
Draft resolutions of the General Meeting

Legal basis:
Pursuant to article 38 sect. 1 item 1-3 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

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21/2013

ING Pension Fund decreases its shareholding in Asseco Poland S.A.

Rzeszów, 28 October 2013

The Management Board of Asseco Poland S.A. (the “Company”) informs that on 28 October 2013 the Company was notified that ING Open-End Pension Fund (“ING Pension Fund”) decreased its shareholding in the Company and therefore its voting interest in the Company dropped below 5%. The Fund’s shareholding decreased as a result of a disposal of the Company’s shares which was conducted on the Warsaw Stock Exchange and accounted for on 21 October 2013.

Before the above-mentioned disposal, ING Open Pension Fund held 4,234,309 shares in the Company which represented 5.10% of the Company’s share capital and entitled to 4,234,309 votes or 5.10% of the total number of votes at the Company’s General Meeting of Shareholders.

As at 25 October 2013, the securities account of ING Pension Fund included 3,915,818 of Asseco Poland shares, constituting a 4.72% stake in the Company’s share capital. These shares carry 3,915,818 voting rights at the Company’s General Meeting of Shareholders, representing 4.72% of the total number of votes.

Legal basis:
Pursuant to article 70 section 1 of the Act 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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20/2013

Signing of the Merger Plan with Przedsiębiorstwo Innowacyjno-Wdrożeniowe “POSTINFO” Sp. z o.o.

Rzeszów, 16 October 2013

The Management Board of Asseco Poland S.A. (the “Company”) informs that on 15 October 2013 the Company agreed upon and signed the plan of merger (the “Merger Plan”) with Przedsiębiorstwo Innowacyjno-Wdrożeniowe “POSTINFO” Sp. z o.o. seated in Warsaw (“Postinfo”).

The merging companies are:
(1)  Asseco Poland S.A. with registered office at 14 Olchowa St., 35-322 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, VAT No. 522-000-37-82, with a fully paid-up share capital of PLN 83,000,303, hereinafter referred to as “Asseco Poland” or the “Taking-over Company”,
and
(2)  PRZEDSIĘBIORSTWO INNOWACYJNO-WDROŻENIOWE “POSTINFO” Sp. z o.o. with registered office at 13 Branickiego St., 02-972 Warsaw, entered in the Register of Entrepreneurs maintained by the District Court of the Capital City of Warsaw in Warsaw, XIII Commercial Department of the National Court Register, under the number KRS 0000037018, VAT No. 5260251902, with a share capital of PLN 50,000, hereinafter referred to as “Postinfo” or the “Acquired Company”,

The merger shall be effected pursuant to article 492 § 1 item 1 of the Commercial Companies Code (merger by acquisition), this is by transferring all the assets of Postinfo (being the Acquired Company) to Asseco Poland (acting as the Taking-over Company) (the “Merger”). Following the merger, the company of Postinfo shall be dissolved without going into liquidation.

At present the share capital of Postinfo amounts to PLN 50,000 and is divided into 50 shares with a par value of PLN 1,000 each. Asseco Poland S.A. is the sole shareholder in Postinfo.

Because the Taking-over Company Asseco Poland holds all the shares in the Acquired Company Postinfo, the merger shall be conducted according to article 515 § 1 and article 516 § 6 of the Commercial Companies Code, this is without increasing the share capital of the Taking-over Company as well as without an exchange of shares in Postinfo being the Acquired Company for shares in Asseco Poland acting as the Taking-over Company. Hence, the Company’s Articles of Association will not be subject to any amendment in connection with the Merger.

Along with this current report, the Company discloses in public the Merger Plan inclusive of its enclosures, which have been prepared in compliance with article 499 of the Commercial Companies Code.

Pursuant to article 516 § 5 and 6 of the Commercial Companies Code, the merging companies are neither obliged to prepare any Management Reports to justify the merger, nor to have the Merger Plan audited by a certified auditor with regard to its accuracy and reliability. 

The planned amalgamation is a part of the Asseco Poland’s policy that assumes streamlining and simplification of the legal and organizational structure of Asseco Group.

Postinfo is a provider of design, implementation, maintenance and consulting services in the areas of telecommunication and IT systems. The company primarily offers specialized information system solutions for telecom operators.

Asseco Poland is engaged in the development and implementation of centralized, comprehensive IT systems that support mission-critical business processes in most sectors of the Polish economy. 

Attachment

Legal basis:
Pursuant to article 5 section 1 item 13 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

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19/2013

Significant agreement with the Social Insurance Institution (ZUS)

Rzeszów, 10 October 2013

The Management Board of Asseco Poland S.A. with registered office at 14 Olchowa St., 35-322 Rzeszów, entered in the register of entrepreneurs of the National Court Register maintained by the District Court in Rzeszów, XII Commercial Department, under the number 0000033391, having VAT number 522-000-37-82 and fully paid-up share capital of PLN 83,000,303.00 (the “Company”), informs that on 9 October 2013 the Company concluded with the Social Insurance Institution with registered office at 3,5 Szamocka St., 01-748 Warsaw, VAT number 521-30-17-228 (“ZUS”) a significant agreement for the provision of operational support and maintenance services for the Comprehensive Information System at the Social Insurance Institution.  

The Agreement shall be effective in the period from 11 October 2013 till 10 October 2017.
The subject of the Agreement is provision by the Company of a broad catalog of services, including in particular: maintenance of IT application services, maintenance of IT management tool services, support for IT management processes, Comprehensive Information System integration services, as well as support for managing the corporate IT architecture at ZUS.  

Furthermore, under this Agreement the Company shall provide maintenance services, including handling of any incidents and elimination of any malfunctions of the Comprehensive Information System, as well as additional services resulting from the development of the ZUS Comprehensive Information System that shall be performed under separate assignments.

The net budget under the Agreement, at the date of its signature date, amounts to PLN 484,368,000.00 (in words: four hundred and eighty-four million three hundred and sixty-eight thousand zlotys), which translates into the gross amount of PLN 595,772,640.00 (in words: five hundred and ninety-five million seven hundred and seventy-two thousand six hundred and forty zlotys). 

Failure to satisfy the service levels specified in the Agreement shall be subject to penalties resulting in lowering the contractor’s remuneration. Depending on the type of service, the contractor’s remuneration may be reduced by up to 70%, 77% or 100% of amounts payable for the performance of a given service.
Total reduction of the contractor’s monthly remuneration may not exceed 50% of the total remuneration for services provided. 

Furthermore, the Agreement stipulates contractual penalties for:
- failure to perform additional services within the deadlines specified in relevant orders – such penalty shall amount to 5% of the order gross value for each day of delay, but it cannot exceed 80% of the order value;
- withdrawal by ZUS from an order for additional services entirely due to the Company’s fault – such penalty shall amount to 100% of the gross value of an order for additional services;
- withdrawal from the Agreement by ZUS in the event the Company is in breach of its confidentiality obligations – such penalty shall amount to 20% of the gross budget of the Agreement.

Nevertheless, the total amount of contractual penalties imposed under the titles indicated in the Agreement must not exceed 50% of the gross budget of the Agreement. 

The Agreement also provides for a possibility to seek claims for compensation in excess of the stipulated contractual penalties and remuneration reductions, which shall however be limited to the amount of the gross budget of the Agreement. 

This Agreement has been deemed significant because its net value exceeds 10% of the Company’s equity amounting to PLN 4,838.6 million, in accordance with the Company’s semi-annual report published on 26 August 2013.

Legal basis:
Pursuant to article 5 section 1 item 3 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

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18/2013

Acquisition of shares in the Russian company R-Style Softlab

Rzeszów, 2 July 2013

The Management Board of Asseco Poland S.A. (“Asseco”) announces that the agreement for the acquisition by Asseco of a 70% stake (the “Shares”) in the company ZAO R-Style Softlab (“R Style Softlab”) based in Moscow, Russia became effective on 2 July 2013, after being signed on 1 July 2013.

Asseco informed about its intention to acquire shares in R-Style Softlab in the current report no. 33/2012 of 26 August 2012.

The Shares were purchased from the company Eransor Finance Limited, registered in Nicosia, Cyprus. 

The total transaction cost has amounted to USD 28 million (twenty eight million U.S. dollars). In addition, Asseco Poland acquired a call option for the remaining 30% of shares. The option may be exercised between 1 May 2016 and 31 December 2016. 
R-Style Softlab is a Russian producer of software for the sector of banking and finance. It is an undisputed leader in the market, taking into account the number of active clients (more than 400 companies operating in Russia, Kazakhstan, Belarus, Uzbekistan and other former Soviet republics).

R-Style Softlab is headquartered in Moscow and also has branches in Bryansk, Vologda, Almaty, and Kiev. The company employs over 800 professionals and the quality of its services has been certified for compliance with the ISO 9001:2008 standard. Over 19 years of its business operations, R-Style Softlab has been consistently increasing its sales revenues, which reached USD 35 million in 2012.

Legal basis:
Pursuant to article 56 section 1 item 1 of the Act 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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17/2013

Appointment of a Member of the Management Board

Rzeszów, 21 June 2013

The Management Board of Asseco Poland S.A. (the "Company") informs that the Company's Supervisory Board, during its meeting held on 21 June 2013, appointed Mr. Andrzej Dopierała to serve as Member and Vice President of the Company's Management Board over the five-year joint term of office running from 2011 to 2016. 

Mr. Andrzej Dopierała shall take the position of Vice President of the Management Board as of 1 September 2013 and will be responsible for supervision over the Infrastructure Division as well as the holding company of Asseco Systems S.A.

Mr. Andrzej Dopierała graduated from Warsaw University of Technology, Faculty of Electrical Engineering, where he obtained a master’s degree in electrical engineering in 1988.

Mr. Andrzej Dopierała started his professional career in the United States, working as a service engineer and, subsequently, as a director of the servicing department at Hogan Technical Services (USA), a company engaged in the repair and maintenance of industrial electronic devices. From 1989 to 1991, he worked for a Canadian company involved in the design, production and sale of electronic equipment for the mining industry. In 1992 and 1993, he worked for Bull Poland and Digital Equipment Poland.

In the period from January 1994 to February 2006, he worked for HP Poland Sp. z o.o. serving at the following positions: Director of Marketing and Partner Channels of HP Poland (January 1994 – May 1996), Director of the Computer Products Department of HP Poland (May 1996 – July 1998), and Chief Executive Officer (July 1998 – February 2006). In 2006, he took the position of CEO at Oracle Poland Sp. z o.o., which he has performed until now. Furthermore, from June 2006 to November 2007, he served as Director of Oracle Fusion Middleware in Central Europe.

Mr. Andrzej Dopierała does not conduct any business activities competitive to Asseco Poland S.A. and is neither engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.

Mr. Andrzej Dopierała is not listed in the Register of Insolvent Debtors as maintained under the Act on the National Court Register.

Legal basis:
Pursuant to art. 5 sect. 1 items 21 and 22 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

 

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16/2013

Choosing the entity authorized to audit financial statements

Rzeszów, 21 June 2013

The Management Board of Asseco Poland S.A. (the "Company") informs that the Company's Supervisory Board, during its meeting held on 21 June 2013, adopted a resolution on choosing a certified auditor in order to audit the Company's separate and consolidated financial statements for the financial year 2013, as well as review the Company’s semi annual separate and consolidated financial statements for the period of 6 months ended 30 June 2013.

The Supervisory Board chose Ernst & Young Audit Sp. z o.o. seated at 1 Rondo ONZ St., 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., which included the audits of pro forma consolidated financial statements in the mergers of Asseco Poland S.A. with Softbank S.A., Asseco Poland S.A. with Prokom Software S.A., and Asseco Poland S.A. with ABG S.A., as well as the audits of separate financial statements of Asseco Poland S.A. and consolidated financial statements of Asseco Group for the years 2007, 2008, 2009, 2010, 2011, and 2012.

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

Legal basis:
Pursuant to art. 5 sect. 1 item 19 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

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15/2013

Appointment of a Member of the Audit Committee

Financial Supervision Authority

Rzeszów, 21 June 2013

The Management Board of Asseco Poland S.A. (the "Company") informs that the composition of the Company’s Audit Committee has been extended to four persons. The Audit Committee has been joined by Mr. Piotr Augustyniak, who was appointed as Member of the Audit Committee by the Supervisory Board on 21 June 2013.

Legal basis:
Pursuant to art. 56 sect. 1 item 1 of the Act 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) in conjunction with art. 28 sect. 3 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

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14/2013

Major Shareholders at the Ordinary General Meeting of Shareholders of Asseco Poland S.A.

Rzeszów, 26 April 2013

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 Ordinary General Meeting of Shareholders which was held in Warsaw on 24 April 2013.

NAME OF SHAREHOLDER NUMBER OF VOTES INTEREST IN TOTALNUMBER OF VOTES VOTINGINTEREST AT THE GMS
 
Adam Góral8,083,0009.74%21.59%
AVIVA BZ WBK Open-End Pension Fund10,471,24012.62%27.97%
PZU "ZŁOTA JESIEŃ" Open-End Pension Fund5,670,0006.83%15.14%
  

Legal basis:
Pursuant to article 70 section 3 of the Act 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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13/2013

Ordinary General Meeting of Shareholders of Asseco Poland S.A. passed a resolution on dividend payment

Rzeszów, 24 April 2013

The Management Board of Asseco Poland S.A. (the "Company") informs that on 24 April 2013 the Company's Ordinary General Meeting of Shareholders passed a resolution on distribution of the net profit generated by Asseco Poland S.A. for the financial year 2012 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, has resolved that the net profit amounting to PLN 323,689,245.41 (three hundred and twenty-three million six hundred and eighty-nine thousand two hundred and forty-five zlotys and 41/100) shall be distributed as follows:

1/ PLN 200,030,730.23 (two hundred million thirty thousand seven hundred and thirty zlotys and 23/100) shall be distributed to the Company's Shareholders as payment of a dividend amounting to PLN 2.41 (two zlotys and 41/100) per share; 
2/ PLN 123,658,515.18 (one hundred and twenty-three million six hundred and fifty-eight thousand five hundred and fifteen zlotys and 18/100) shall be allocated to the Company’s reserve capital.

The Company's General Meeting established that the dividend right shall be acquired on 20 May 2013; whereas, the dividend payment shall be made on 4 June 2013.

Under the Detailed Rules of Operation of the National Depository for Securities, its Direct Participants (Brokerage Offices) are obliged to submit to the Issuer, within four business days of the dividend right date, a “list of names of foreign entities which are not natural persons, including those which, on the basis of applicable regulations (…) shall be exempt from income tax on dividend income, or which are obliged to pay the said tax at a rate different than the basic rate”, along with appropriate documents confirming the right not to withhold such income tax or to apply a tax rate different than the basic rate, i.e. tax residency certificates and, as of 2011, statements determined by the amended Corporate Income Tax Act of 15 February 1992.

Legal basis:
Pursuant to article 38 sect. 2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

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12/2013

Resolutions passed by the Ordinary General Meeting of Shareholders of Asseco Poland S.A. on 24 April 2013 close

Rzeszów, 25 April 2013

The Management Board of Asseco Poland S.A. with the seat in Rzeszów ("Asseco") discloses in public the resolutions passed by the Ordinary General Meeting of Shareholders of Asseco that was held in Warsaw on 24 April 2013.

Resolutions passed by the Ordinary General Meeting of Shareholders of Asseco 

Legal basis:
Pursuant to 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 published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

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11/2013

Convening of the Ordinary General Meeting of Shareholders

Rzeszów, 27 March 2013 

The Management Board of Asseco Poland S.A. (the "Company"), acting on the basis of art. 399 §1 of the Commercial Companies Code and with regard to §38 items 1-3 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259), hereby convenes the Ordinary General Meeting of Shareholders (the "General Meeting") to be held on 24 April 2013 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:
Pursuant to article 38 sect. 1 item 1-3 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

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10/2013

Recommendation of the Supervisory Board concerning dividend payment

Rzeszów, 27 March 2013 

The Management Board of Asseco Poland S.A. ("Asseco") informs that the Supervisory Board of Asseco, during its meeting held on 26 March 2013, gave a positive opinion on the Management Board's request to recommend that the General Meeting of Shareholders of Asseco approves payment of a dividend for the financial year 2012 in the amount of PLN 2.41 (in words: two zlotys and 41/100) per one share of Asseco.

Hence, the amount of net profit to be distributed as dividend shall equal PLN 200,030,730.23 (in words: two hundred million thirty thousand seven hundred and thirty zlotys and 23/100).

Legal basis:
Pursuant to article 38 sect. 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

 

 

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9/2013

List of information disclosed to public by Asseco Poland S.A. in 2012

Rzeszów, 22 March 2013 

The Management Board of Asseco Poland S.A. presents the enclosed list of all the information required under art. 56 sect. 1 of the Act 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 S.A. during the year 2012.

The full contents of such information are available on our website www.asseco.pl in the Investor Relations section.

Attachment

Legal basis:
Pursuant to article 65 section 1 of the Act 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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8/2013

Management Board recommends payment of a dividend

Rzeszów, 18 March 2013

The Management Board of Asseco Poland S.A. ("Asseco") informs that on 18 March 2013 it adopted a resolution to recommend that the General Meeting of Shareholders of Asseco approves payment of a dividend for the financial year 2012 in the amount of PLN 2.41 (in words: two and 41/100 zlotys) per one share of Asseco.

Hence, the amount of net profit to be distributed as dividend shall amount to PLN 200,030,730.23 (in words: two hundred million thirty thousand seven hundred and thirty and 23/100 zlotys).

Legal basis:
Pursuant to article 38 sect. 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259).

 

 

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7/2013

Expiry of the letter of intent to acquire shares in ZETO Białystok

Rzeszów, 13 March 2013

The Management Board of Asseco Poland S.A. ("Asseco") informs about the expiry, on 12 March 2013, of the provisions of the Letter of Intent concerning the acquisition of 2,397 shares in Centrum Informatyki "ZETO" S.A. with registered seat at 9 Skorupska St., 15-048 Białystok, Poland, about which Asseco notified in its current report no. 34/2012 dated 18 September 2012. The Letter of Intent expired as all the conditions specified therein as necessary for the conclusion of ZETO share purchase agreements have not been entirely fulfilled.

Legal basis:
Pursuant to article 56 section 5 of the Act 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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6/2013

Expiry of the letter of intent to acquire shares in ZETO Poznań

Rzeszów, 1 March 2013

The Management Board of Asseco Poland S.A. ("Asseco") informs about the expiry, on 28 February 2013, of the provisions of the Letter of Intent concerning the acquisition of 10,393 shares in Przedsiębiorstwo Usługowo-Handlowe Zastosowań Elektronicznej Techniki Obliczeniowej ZETO S.A. (a service and trading company dealing in computing technology) seated at 8A Fredro St., 60-967 Poznań, Poland (the "Company"), about which Asseco notified in its current report no. 55/2012 dated 24 December 2012. The Letter of Intent expired as all the conditions specified therein as necessary for the conclusion of the Company share purchase agreements have not been entirely fulfilled.

Legal basis:
Pursuant to article 56 section 5 of the Act 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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5/2013

Acquisition of shares in Przedsiębiorstwo Informatyki ZETO BYDGOSZCZ S.A. by a subsidiary company

Rzeszów, 18 February 2013

The Management Board of Asseco Poland S.A. informs that today it has been notified by Asseco Poland's wholly-owned subsidiary, namely Asseco Systems S.A. seated in Rzeszów, entered in the National Court Register under the number 180853177 (the "Company") that the Company received the agreements (as concluded on 15 February 2013) for the acquisition of 2,936 (two thousand nine hundred and thirty-six) shares with a par value of PLN 800 each ("Shares") in the company Przedsiębiorstwo Informatyki ZETO Bydgoszcz S.A. seated at 9 Kurpińskiego St., 85-950 Bydgoszcz ("ZETO Bydgoszcz"), entered in the National Court Register under the number 0000124850, with the share capital amounting to PLN 2,348,800. The acquired Shares represent 100% of the share capital of ZETO Bydgoszcz and carry 100% of voting rights at the general meeting of that company. The Shares have been purchased by the Company under 97 separate share acquisition agreements that were concluded with all the shareholders of ZETO Bydgoszcz, upon fulfilment of all of the conditions disclosed by Asseco Poland in its current report no. 03/2013 of 21 January 2013.

The total costs of the acquisition of Shares amounted to PLN 90,889,685.70 (in words: ninety million eight hundred and eighty-nine thousand six hundred and eighty-five and 70/100 zlotys).

Legal basis:
Pursuant to article 56 section 1 item 1 of the Act 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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4/2013

Approval of the consolidated text of the Articles of Association

Rzeszów, 14 February 2013

The Management Board of Asseco Poland S.A. (the "Company") informs that on 19 February 2013 the Company's Supervisory Board passed a resolution on approving the consolidated text of the Company's Articles of Association reflecting the amendments thereto resulting from registration of an increase in the Company's share capital, following the issuance of series K shares, which registration was made by the District Court in Rzeszów, XII Commercial Department of the National Court Register on 13 December 2012 (current report no. 49/2012).

The consolidated text of the Articles of Association is attached to this current report.

Legal basis:
Pursuant to 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 published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

 

 

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3/2013

Signing a letter of intent to acquire shares in ZETO Bydgoszcz

Rzeszów, 21 January 2013

The Management Board of Asseco Poland S.A. ("Asseco") informs that on 21 January 2013 Asseco signed a letter of intent ("Letter of Intent") constituting a conditional agreement with 98 natural person shareholders ("Shareholders") of Przedsiębiorstwo Informatyki ZETO Bydgoszcz S.A. seated at 9 Kurpińskiego St., 85-950 Bydgoszcz, entered in the National Court Register under the number 0000124850, with the share capital amounting to PLN 2,348,800 and divided into 2,936 shares with a par value of PLN 800 each ("Company").

The Letter of Intent determines the terms and conditions under which Shareholders shall sell 2,936 shares representing 100% of the Company's share capital and carrying 2,936 votes or 100% of voting rights at the Company's General Meeting of Shareholders, assuming that 100% of the Company's shares are worth PLN 87,726,570 (in words: eighty-seven million, seven hundred and twenty-six thousand, five hundred and seventy zlotys) ("Shares"). 
Share purchase agreements will be concluded with each Shareholder separately, upon fulfilment of all of the following conditions:

a) conclusion of an ESCROW account agreement by the Parties in order to secure the payment for Shares;
b) conclusion of deposit agreements between Shareholders and the Company, designating the Company as the entity authorized to receive the deposited multiple Share certificates, in order to transfer the ownership of Shares to the Company within 60 days from the Letter of Intent effective date;
c) depositing of all the Share certificates held by Shareholders pursuant to the deposit agreements referred to in item b) above, not later than a day before the date of concluding the first Share purchase agreement;
d) resignation from the pre-emptive rights described in the Company's Articles of Association by eligible shareholders in respect of such a number of shares which, having been acquired by Asseco and deprived of voting preference, shall entitle Asseco to exercise not less than 75.01% of total votes at the Company's General Meeting of Shareholders.

The Share purchase agreements will be signed subject to concluding the agreements referred to in items a) and b) above, and providing the Company with a confirmation of depositing Shares representing at least 75.01% of total votes at the General Meeting of Shareholders of ZETO. This means that no Share purchase agreements will be entered into if the agreements referred to in items a) and b) are not concluded, or if the Company is not provided with a confirmation of depositing the minimum number of Shares specified above.

Shares in ZETO Bydgoszcz shall be acquired by Asseco's wholly-owned subsidiary, namely Asseco Systems S.A. seated in Rzeszów.

ZETO Bydgoszcz has operated in the Polish market for 45 years already. The company is a provider of information technology services for the sectors of social insurance, public administration and industry. It focuses primarily on the provision of IT outsourcing services, creation and development of proprietary software, delivery and integration of modern information technologies. The company's key accounts include the Social Insurance Institution (ZUS), Agricultural Social Insurance Fund (KRUS), Nicolaus Copernicus University in Toruń, Public Health Center of Kuyavian-Pomeranian Province, Tax Office No. 1 in Bydgoszcz, and Wojskowe Zakłady Lotnicze No. 2 (a military aviation facility) in Bydgoszcz. Furthermore, the company is a supplier of high-quality integrated ERP solutions for small and medium-sized enterprises. 
In 2011, the company generated PLN 35.5 million in sales revenues and earned a net profit of PLN 9.4 million. The company employs 127 persons.

Legal basis:
Pursuant to article 56 section 1 item 1 of the Act 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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2/2013

Deadlines for publication of financial reports in 2013

Rzeszów, 14 January 2013

The Management Board of Asseco Poland S.A. (the "Company") informs that during the year 2013 the Company will publish its financial reports on the following dates:

Annual reports for the year 2012
Separate Annual Report       18 March 2013
Consolidated Annual Report       18 March 2013

Semi-annual report for the 1st half of 2013
Extended Consolidated Semi-Annual Report    26 August 2013

Quarterly reports
Extended Consolidated Quarterly Report for Q1 2013   13 May 2013 
Extended Consolidated Quarterly Report for Q3 2013   13 November 2013 

In accordance with § 83 sections 1 and 3 of the Regulation regarding current and periodic information, the Company informs that its 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 2012; whereas, pursuant to § 101 sect. 2 of the Regulation, the Company will not publish any consolidated quarterly report for the 2nd quarter of 2013.

Legal basis:
Pursuant to art. 103 sect. 1 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

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1/2013

ING Pension Fund increases its shareholding in Asseco Poland S.A.

Rzeszów, 4 January 2013

The Management Board of Asseco Poland S.A. (the "Company") informs that on 4 January 2013 the Company was notified by ING Open-End Pension Fund ("ING Pension Fund") that, following the exchange of shares in Asseco Central Europe, a.s. into shares of Asseco Poland S.A. implemented on 28 December 2012, ING Pension Fund's voting interest in the Company's General Meeting of Shareholders increased over 5%.

Before the above-mentioned acquisition, ING Pension Fund held 3,823,583 shares in Asseco Poland S.A., which represented 4.61% of the Company's share capital and entitled to 3,823,583 votes or 4.61% of the total number of votes at the Company's General Meeting of Shareholders.

As at 3 January 2013, the securities account of ING Pension Fund shows 4,502,682 of Asseco Poland shares, constituting a 5.42% stake in the Company's share capital. These shares carry 4,502,682 voting rights at the Company's General Meeting of Shareholders, representing 5.42% of the total number of votes.

Legal basis:
Pursuant to article 70 section 1 of the Act 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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