Regulatory Filings
16/2014
Rzeszów, 8 December 2014
Signing a letter of intent with UNIZETO TECHNOLOGIES S.A.
The Management Board of Asseco Poland S.A. (“Company”, “Asseco”) informs that on 8 December 2014 Asseco signed a letter of intent (“Letter of Intent”) with four natural person shareholders (“Shareholders”) in UNIZETO TECHNOLOGIES S.A. seated at 21 Królowej Korony Polskiej St., 70-486 Szczecin, Poland (“UNIZETO”), entered in the Register of Entrepreneurs maintained by the District Court Szczecin-Centrum in Szczecin, XIII Commercial Department of the National Court Register, under the number 0000233499, with the share capital amounting to PLN 5,600,000.00.
The subject of the Letter of Intent is the Shareholders’ intention to sell to Asseco their 570,352 shares, representing 50.92% of the share capital as well as 50.92% of total voting rights in UNIZETO (“Shares”), at the price of PLN 20.00 per share which is based on the valuation of 100% of UNIZETO shares at the level of PLN 22,400,000.00 (in words: twenty-two million and four hundred thousand zlotys). The Shares will be purchased upon fulfilment of all of the following conditions:
a) resignation of other shareholders from the exercise of their pre-emptive rights,
b) obtaining approval of the sale of Shares by the Management Board of UNIZETO,
c) obtaining permission to the acquisition of Shares from the President of the Polish Office of Competition and Consumers Protection,
d) concluding agreements to purchase Shares also from other shareholders of UNIZETO at the same time, in order to acquire at least 75.01% of the share capital and voting rights at the company’s general meeting of shareholders.
Asseco will sign the Share purchase agreements provided all of the above-mentioned conditions are met jointly. This means that no Share purchase agreements will be signed unless Asseco receives appropriate documents confirming the fulfilment of these conditions, and the total number of Shares contracted for purchase by Asseco is higher than 840,001 shares (in words: eight hundred and forty thousand and one share).
Furthermore, entering into the Share purchase agreements will depend on the results of the due diligence process. If the legal and economic status expected and acceptable to the Company is not confirmed, the acquisition of Shares will be aborted.
The party to the Share purchase agreements will be either the Company or its subsidiary Asseco Systems S.A. seated in Rzeszów, Poland.
Unizeto Technologies S.A. is an information technology company that has operated continuously since 1965. In 1998, the company established the first Polish public certification center (CERTUM) providing electronic signature services. The company serves numerous clients from the sectors of public administration, social security and healthcare, general business as well as individual clients.
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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15/2014
Rzeszów, 5 December 2014
ING pension funds decreased their shareholding in Asseco Poland S.A.
The Management Board of Asseco Poland S.A. (the “Company”) informs that on 4 December 2014 the Company was notified by ING Pension Fund Company (“ING PFC”) that, as a result of disposal of the Company’s shares on the Warsaw Stock Exchange which was settled on 28 November 2014, the funds managed by ING PFC, namely ING Open Pension Fund (“ING OPF”) and ING Voluntary Pension Fund (“ING VPF”), have decreased their shareholding in the Company below the level of 5% of total voting rights.
Before the above-mentioned disposal, ING OPF and ING VPF held 4,168,206 shares in the Company which represented 5.02% of the Company’s share capital and carried 4,168,206 votes or 5.02% of total voting rights at the Company’s General Meeting of Shareholders.
As at 4 December 2014, ING OPF and ING VPF held 3,948,925 of Asseco Poland shares in their securities accounts, which represented a 4.76% stake in the Company’s share capital. These shares carry 3,948,925 votes at the Company’s General Meeting of Shareholders, representing 4.76% of total voting rights.
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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14/2014
Rzeszów, 20 August 2014
The Management Board of Asseco Poland S.A. (the “Company”) informs that on 20 August 2014 the Company was notified by ING Open-End Pension Fund (“ING Pension Fund”) that, as a result of purchases of the Company’s shares that were made on the Warsaw Stock Exchange and accounted for on 13 August 2014, the shareholding of ING Pension Fund in the Company increased above 5% of total voting rights. Before the above-mentioned purchases, ING Pension Fund held 4,119,949 shares in Asseco Poland S.A., which represented 4.96% of the Company’s share capital and carried 4,119,949 votes or 4.96% of total voting rights at the Company’s General Meeting of Shareholders. As at 19 August 2014, the securities account of ING Pension Fund shows 4,266,558 of Asseco Poland shares, representing a 5.14% stake in the Company’s share capital. These shares carry 4,266,558 votes at the Company’s General Meeting of Shareholders, representing 5.14% of total voting rights.
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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13/2014
Rzeszów, 11 July 2014
The Management Board of Asseco Poland S.A. (the “Company”) informs that on 10 July 2014 the Company received the decision no. DKK-20/2014 of the President of the Office of Competition and Consumer Protection (“OCCP”) issued on 10 July 2014 whereby the period of validity of the consent to the consolidation of Asseco Poland S.A. and Sygnity S.A. dated 11 July 2012, about which the Company informed in its current report no. 28/2012, has been extended by one year, i.e. till 11 July 2015.
The Company filed an application for extension of the consent validity acting on the basis of art. 22 sect. 2 of the Act on Competition and Consumer Protection of 16 February 2007 (the “Act”).
The Company has shown that there have been no circumstances indicating that such a consolidation might significantly restrict the market competition, hence the conditions set forth in art. 22 sect. 2 of the Act have been fulfilled.
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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12/2014
Rzeszów, 16 June 2014
The Management Board of Asseco Poland S.A. (the “Company”) informs that the Company’s Supervisory Board, during its meeting held on 16 June 2014, adopted a resolution on choosing a certified auditor in order to audit the Company’s separate and consolidated financial statements for the financial year 2014 ending 31 December 2014, as well as to review the Company’s semi annual separate and consolidated financial statements for the period of 6 months ending 30 June 2014.
The Supervisory Board chose Ernst & Young Audyt Polska Sp. z o.o. Sp.k. 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, XII Commercial Department of the National Court Register, under the number KRS 0000481039. This firm is included in the list of entities authorized to audit financial statements under the number 130. Ernst & Young Audyt is one of the leading auditing and consulting companies worldwide.
Asseco Poland S.A. has already used services of Ernst & Young Audyt Polska Sp. z o.o. Sp.k. (formerly: 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 2007-2013.
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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11/2014
Rzeszów, 13 May 2014
The Management Board of Asseco Poland S.A. discloses in public the list of shareholders who exercised at least 5% of total votes at the Company’s Ordinary General Meeting of Shareholders which was held in Warsaw on 12 May 2014.
| NAME OF SHAREHOLDER | NUMBER OF VOTES SHARE IN VOTES REPRESENTED AT THE GMS 12 May 2014 | SHARE IN THE TOTAL | NUMBER OF VOTES |
| Adam Góral | 8,083,000 | 19.58% | 9.74% |
| AVIVA BZ WBK Open End Pension Fund | 10,920,000 | 26.45% | 13.16% |
| PZU “ZŁOTA JESIEŃ” Open-End Pension Fund | 7,600,000 | 18.41% | 9.16% |
| ING Open-End Pension Fund | 3,800,000 | 9.20% | 4.58% |
| PKO BP Open-End Bank Fund | 2,306,839 | 5.59% | 2.78% |
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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10/2014
Rzeszów, 13 May 2014
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 12 May 2014.
Legal basis:
Pursuant to art. 38 sect. 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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9/2014
Rzeszów, 12 May 2014
The Management Board of Asseco Poland S.A. (the “Company”) informs that on 12 May 2014 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 2013 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 Commercial Companies Code as well as pursuant to §12 sect. 4 item 2) of the Company’s Articles of Association, resolved that the net profit amounting to PLN 280,273,472.93 (in words: two hundred and eighty million two hundred and seventy-three thousand four hundred and seventy-two zlotys 93/100) shall be distributed as follows:
1/ PLN 215,800,787.80 (in words: two hundred and fifteen million eight hundred thousand seven hundred and eighty-seven zlotys and 80/100) shall be distributed to the Company’s Shareholders as payment of a dividend amounting to PLN 2.60 (in words: two zlotys and 60/100) per share;
2/ PLN 64,472,685.13 (in words: sixty-four million four hundred and seventy-two thousand six hundred and eighty-five zlotys 13/100) shall be allocated to the Company’s reserve capital.
The Company’s General Meeting decided that the dividend right shall be acquired on 21 May 2014 and that the dividend payment shall be made on 5 June 2014.
Under the Detailed Rules of Operation of the National Depository for Securities, its Direct Participants (Brokerage Offices) are obliged to submit to the Issuer, i.e. Asseco Poland S.A., within four business days of the dividend record date, the “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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8/2014
Rzeszów, 14 April 2014
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 Company’s Ordinary General Meeting of Shareholders (the “General Meeting”) to be held on 12 May 2014 at 12:00 noon at the Marriott Hotel in Warsaw, 65/79 Jerozolimskie Av.
Enclosures:
Announcement of convening of the General Meeting
Draft resolutions of the General Meeting
Other documents
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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7/2014
Rzeszów, 14 April 2014
The Management Board of Asseco Poland S.A. (“Asseco”) informs that the Supervisory Board of Asseco, during its meeting held on 14 April 2014, 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 2013 in the amount of PLN 2.60 (in words: two zlotys and 60/100) per one share of Asseco.
Hence, the total amount of net profit to be distributed as dividend shall equal PLN 215,800,787.80 (in words: two hundred and fifteen million eight hundred thousand seven hundred and eighty-seven zlotys and 80/100).
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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6/2014
Rzeszów, 26 March 2014
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 the public by Asseco Poland S.A. during the year 2013.
The full contents of such information are available on our website www.asseco.pl in the Investor Relations section.
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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5/2014
Rzeszów, 24 March 2014
The Management Board of Asseco Poland S.A. (“Asseco”) informs that on 24 March 2014 it adopted a resolution to recommend to the Supervisory Board of Asseco to approve the payment of a dividend for the financial year 2013 in the amount of PLN 2.60 (in words: two zlotys and 60/100) per one share of Asseco.
Hence, the total amount of net profit to be distributed as dividend shall equal PLN 215,800,787.80 (in words: two hundred and fifteen million eight hundred thousand seven hundred and eighty-seven zlotys and 80/100).
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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3/2014
Rzeszów, 14 January 2014
The Management Board of Asseco Poland S.A. informs about changing the date of publication of the separate and consolidated annual reports for the year 2013 that were supposed to be published on 26 March 2014 as announced in the Company’s current report no. 2/2014 of 7 January 2014.
The new date of publication of the separate and consolidated annual reports for the year 2013 shall be 21 March 2014.
Legal basis:
Pursuant to 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 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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2/2014
Rzeszów, 7 January 2014
The Management Board of Asseco Poland S.A. (the “Company”) informs that during the year 2014 the Company will publish its financial reports on the following dates:
Annual Reports for the year 2013
Separate Annual Report 26 March 2014
Consolidated Annual Report 26 March 2014
Semi-Annual Report for the 1st half of 2014
Extended Consolidated Semi-Annual Report 27 August 2014
Quarterly Reports
Extended Consolidated Quarterly Report for Q1 2014 14 May 2014
Extended Consolidated Quarterly Report for Q3 2014 14 November 2014
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 said Regulation, the Company will not publish any consolidated quarterly report for the 4th quarter of 2013; whereas, pursuant to § 101 sect. 2 of the Regulation, the Company will not publish any consolidated quarterly report for the 2nd quarter of 2014.
Legal basis:
Pursuant to § 103 sect. 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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1/2014
Rzeszów, 2 January 2014
The Management Board of Asseco Poland S.A. (the “Company”) informs that on 2 January 2014 the registry court competent for the Company’s seat, this is the District Court in Rzeszów, XII Commercial Department of the National Court Register (the “Court”), registered the merger of Asseco Poland S.A. seatedat 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 share capital of PLN 83,000,303 (“Asseco Poland” or the “Taking-over Company”) with the company PRZEDSIĘBIORSTWOINNOWACYJNO-WDROŻENIOWE “POSTINFO” Sp. z o.o. seated at13 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 (“Postinfo” or the “Acquired Company”).
The merger has been 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.
Because Asseco Poland S.A. held all the shares in the acquired Postinfo, the Merger has been conducted according to art. 515 § 1 and art. 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.
The planned amalgamation is a part of Asseco Poland’s policy aimed at streamlining and simplifying the legal and organizational structure of Asseco Group.
Postinfo was a provider of design, implementation, maintenance and consulting services in the areas of telecommunication and IT systems.The company primarily offered 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.
Legal basis:
Pursuant to 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 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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