Regulatory Filings

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The Management Board of Asseco Poland S.A. seated in Rzeszów (the “Company”), acting as the bidder as well as the acquirer of shares (“Shares”) of Infovide-Matrix S.A. seated in Warsaw (“Infovide-Matrix”), under the tender offer announced on 23 September 2015 and conducted through the Brokerage House of PKO Bank Polski S.A. in Warsaw (the “Tender Offer”), hereby informs that:

- on 20 November 2015, following the settlement of transactions concluded under the announced Tender Offer, in response to which shareholders submitted 81 tenders to sell a total of 12,215,609 shares in Infovide-Matrix, the Company acquired 12,215,609 Shares.

As a result of the above, following the settlement of the Tender Offer, the Company holds 12,215,609 shares in Infovide-Matrix, representing approx. 97.91% of the share capital of Infovide-Matrix and conferring the right to 12,215,609 votes or approx. 97.91% of total voting rights at the General Meeting of Shareholders of Infovide-Matrix.

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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The Management Board of Asseco Poland S.A. seated in Rzeszów (the “Company”), acting as the bidder as well as the acquirer of shares (“Shares”) of Infovide-Matrix S.A. seated in Warsaw (“Infovide-Matrix”), under the tender offer announced on 23 September 2015 and conducted through the Brokerage House of PKO Bank Polski S.A. in Warsaw (the “Tender Offer”), hereby informs that, upon the expiry of the tendering period on 12 November 2015, shareholders submitted 81 tenders to sell a total of 12,215,609 shares in Infovide-Matrix, representing approx. 97.91% of the share capital of Infovide-Matrix. 

The transaction shall be settled and hence the Shares shall be effectively acquired on 20 November 2015.

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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The Management Board of Asseco Poland S.A. (the “Company”) informs that on 12 November 2015 Asseco Western Europe S.A. (“AWE”) has finalized the sale of all the shares held by AWE in its subsidiary Matrix42 AG, seated in Frankfurt am Main (“Matrix42”). The sale agreement has been concluded with Blitz D14-310 GmbH (“Blitz”), a limited liability company operating under German law, seated in Munich, registered in the Commercial Register maintained by the District Court of Munich, under the number HRB 217628. The effectiveness of the agreement was conditional, among others, upon obtaining approval to the transaction from the Austrian antimonopoly authority.

The total transaction value amounted to EUR 46,344,960, of which EUR 21,719,960 shall be paid in cash, whereas the remaining amount of EUR 24,625,000 shall be repaid by Blitz till 31 December 2021, in accordance with a loan agreement that has been concluded between AWE and Blitz. The loan has been secured with a pledge on Matrix42 shares as well as with copyrights on Matrix42 products.

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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In connection with the tender offer for shares (“Shares”) of Infovide-Matrix S.A. seated in Warsaw (the “Tender Offer”), which has been announced by Asseco Poland S.A. seated in Rzeszów (the “Company”) on 23 September 2015, the Company’s Management Board hereby informs that at least 8,734,941 Shares, this is at least 70.01% of the total number of Shares, conferring the right to the same number of votes at the General Meeting of Shareholders of Infovide-Matrix S.A., representing 70.01% of the total number of votes at the General Meeting of Shareholders of Infovide-Matrix S.A., have been already tendered for sale. This means the Company has achieved the minimum shareholding threshold for the acquisition of Shares in accordance with its commitment made in the Tender Offer.

Regardless of satisfying the above-mentioned condition, the period for the acceptance of tenders to sell shares in Infovide-Matrix S.A. is underway, as described in item 11 of the Tender Offer. The closing date for the acceptance of tenders shall be 12 November 2015. 

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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The Management Board of Asseco Poland S.A. (the “Company”) informs that on 20 October 2015 the Company received a decision issued by the Office of Competition and Consumer Protection (“OCCP”) on 20 October 2015, granting consent for the Company to conduct a business concentration by taking over control of Infovide-Matrix S.A. based in Warsaw.

Obtaining such consent from the OCCP was a legal condition specified in item 24 of the Tender Offer that was announced by the Company on 23 September 2015. Regardless of satisfying the above-mentioned condition, the period for the acceptance of tenders to sell shares in Infovide-Matrix S.A. is underway, as described in item 11 of the Tender Offer. The closing date for the acceptance of tenders shall be 12 November 2015.

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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The Management Board of Asseco Poland S.A. (the “Company”) informs that on 19 October 2015 the Company was notified by Nationale-Nederlanden Open-End Pension Fund (“Nationale-Nederlanden OPF”) that, as a result of purchases of the Company’s shares that were made on the Warsaw Stock Exchange and accounted for on 12 October 2015, the shareholding of Nationale-Nederlanden OPF in the Company increased above 5% of total voting rights at the Company's General Meeting of Shareholders.

Before the above-mentioned purchases, Nationale-Nederlanden OPF held 4,141,121 shares in Asseco Poland S.A., which represented 4.99% of the Company’s share capital and carried 4,141,121 votes or 4.99% of total voting rights at the Company’s General Meeting of Shareholders.

As at 16 October 2015, the securities account of Nationale-Nederlanden OPF included 4,171,121 shares of Asseco Poland, representing a 5.03% stake in the Company’s share capital. These shares carry 4,171,121 votes at the Company’s General Meeting of Shareholders, representing 5.03% 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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In connection with the current report no. 19/2015 concerning the announcement of the tender offer for shares of Infovide-Matrix S.A. that was published on 23 September 2015, Asseco Poland S.A. seated in Rzeszów (the “Company”) informs that on 7 October 2015 the Company received a decision issued by the Financial Supervision Authority on 7 October 2015, demanding the Bidder to amend the contents of the announced tender offer for shares of Infovide-Matrix S.A. seated in Warsaw (the “Tender Offer”) by deleting art. 96 sect. 1 of the Act on Public Offering from the legal basis of the Tender Offer, as a result of which the Tender Offer was announced solely pursuant to art. 74 sect. 1 of the Act on Public Offering (the “Decision”).

The Decision was issued on the basis of art. 78 sect. 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 2013, item 1382, as amended) (the “Act on Public Offering”).

With regard to the received Decision, the Company informs that it has accepted the demand from the Financial Supervision Authority and amended the contents of the Tender Offer accordingly. 
The amended Tender Offer will be published in accordance with the applicable provisions of law. 

Legal basis:

Pursuant to article 56 section 1 item 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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The Management Board of Asseco Poland S.A. with registered office at 14 Olchowa St., 35-322 Rzeszów, Poland, entered in the register of entrepreneurs under the number 0000033391 of the National Court Register maintained by the District Court in Rzeszów, XII Commercial Department of the National Court Register, VAT no. 5220003782, with a fully paid-up share capital of PLN 83,000,303.00 (the “Company”), informs that on 23 September 2015 the Company announced a tender offer to acquire 100% of shares in Infovide Matrix S.A. with registered office at 2 Gottlieba Daimlera St., 02-460 Warsaw, Poland, entered in the register of entrepreneurs under the number 0000122829 of the National Court Register maintained by the District Court of the Capital City of Warsaw, XIII Commercial Department of the National Court Register, VAT no. 5260011003, with a fully paid-up share capital of PLN 1,247,670.50 (“Infovide”).

The full description of the tender offer is presented in the enclosure.

The tender offer aims at further expansion of Asseco Group. The Company’s integration with Infovide shall contribute to the construction and development of the Group’s highly competent center engaged in the provision of services related to software solutions. The Company’s Management believes that entering into cooperation with Infovide would help strengthen Asseco’s position in the market for IT services in the sectors of banking, telecommunications, energy and public administration.Consequently, Asseco Group would enhance its ability to compete with the world’s largest IT players.

Until the transaction is finalized, Infovide-Matrix will operate without any changes and implement contracts and projects for its existing clients. Ultimately, the teams of both companies will work closely together, providing services for sectors such as energy, banking, telecommunications and public administration.

Asseco Poland S.A., in its historical growth achieved also through acquisitions in the information technology market, has repeatedly demonstrated it is capable of highly effective utilization of professional resources of companies incorporated into the Group. Owing to the successful implementation of such strategy, Asseco holds a leading position in the domestic IT market and is the sixth largest software vendor in Europe according to the Truffle 100 ranking.

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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The Management Board of Asseco Poland S.A. (the “Company”) informs that, acting on the basis of art. 57 sect. 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 No. 184, item 1539, as amended) as well as § 2 sect. 1 item 1) of the Regulation of the Minister of Finance of 13 April 2006 regarding the types of information that could prejudice the issuer’s legitimate interests and the course of the issuer’s actions due to the delayed disclosure of confidential information in public (Journal of Laws no. 67, item 476), the Company decided to delay, from 18 September 2015 till 23 September 2015, the public disclosure of confidential information about its negotiations concerning the acquisition of a majority stake from shareholders of Infovide Matrix S.A. with registered office at 2 Gottlieba Daimlera St., 02-460 Warsaw, Poland, entered in the register of entrepreneurs under the number 0000122829 of the National Court Register maintained by the District Court of the Capital City of Warsaw, XIII Commercial Department of the National Court Register, VAT no. 5260011003, with a fully paid-up share capital of PLN 1,247,670.50 (“Infovide”).

On 23 September 2015, the Company concluded agreements with the below mentioned shareholders (“Shareholders”) concerning the sale of shares held by these Shareholders in Infovide if the Company announces a tender offer for shares of Infovide, at the terms and conditions determined in such tender offer:

(i) with Well.com Holding GmbH concerning the sale of 4,571,885 (in words: four million five hundred and seventy-one thousand eight hundred and eighty-five) shares in Infovide, representing 36.64% of the share capital of that company; 

(ii) with Santiole Investments Limited concerning the sale of 1,891,792 (in words: one million eight hundred and ninety-one thousand seven hundred and ninety-two) shares in Infovide, representing 15.16% of the share capital of that company;

(iii) with Boris Stokalski-Dzierzykraj concerning the sale of 1,687,421 (in words: one million six hundred and eighty-seven thousand four hundred and twenty-one) shares in Infovide, representing 13.52% of the share capital of that company;

(iv) with Golville Trading Limited concerning the sale of 641,824 (in words: six hundred and forty-one thousand eight hundred and twenty-four) shares in Infovide, representing 5.14% of the share capital of that company;

(v) with Michał Buda concerning the sale of 45,835 (in words: forty-five thousand eight hundred and thirty-five) shares in Infovide, representing 0.36% of the share capital of that company.

Concurrently, the Company informs that the announcement of the tender offer for shares of Infovide-Matrix along with the description of the tender offer have been published in the current report no. 19/2015. 

Legal basis:

Pursuant to article 56 section 1 items 1 and 2 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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The Management Board of Asseco Poland S.A. (“Asseco”) informs that on 3 September 2015 the Company has signed agreements to acquire 61.38% of shares in Exictos – Sociedade Gestora de Participações Sociais, S.A. (“Exictos”), an IT company with the share capital amounting to EUR 2,173,915.00, fully paid-up, divided into 434,783 registered shares with a par value of EUR 5.00 each, registered under the number 506838374, seated at Estrada Comandante Camacho de Freitas no. 905, 9050-222 Funchal, Madera, Portugal.

The sellers of these shares are five individual shareholders as well as the company IFOGEST, CONSULTADORIA DE INVESTIMENTOS, S.A., seated at Rua Joshua Benoliel, n.º 1, 4.º D, 1250 Lisbon, Portugal, registered under the number 503473863.

The total transaction value amounts to EUR 21.483 million. This acquisition has been financed with Asseco’s own funds.

Exictos is specialized in the production and implementation of banking software and serves more than 60 banks located in Portugal and Portuguese-speaking countries. The company conducts its business operations primarily in African countries, such as Angola, Mozambique, Republic of Cape Verde or Namibia. The company also has customers in Malta and East Timor. Exictos employs 383 persons, mostly in Portugal. The company generated EUR 41.45 million in sales revenues for 2014, while its net profit reached EUR 4.95 million.

By acquiring a majority stake in Exictos, Asseco is continuing its expansion into emerging markets in Africa. Furthermore, this transaction will help strengthen Asseco’s presence in the region of Iberian Peninsula and boost the selling potential of Asseco software solutions dedicated to the financial industry in the market of Europe, Africa, Asia and, in the future, also in South America.

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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 The Management Board of Asseco Poland S.A. (the “Company”) informs that on 27 July 2015 Asseco Poland S.A. and Sapiens International Corporation (“Sapiens”) have signed an agreement under which the Company shall sell all the shares it holds in its subsidiary Insseco Ltd. (“Insseco”), representing 100% of its share capital. The transaction is expected to be closed by early August 2015. Insseco was originally established by Asseco Poland with the intention of building and developing a center of competence responsible for the provision of services and software for the commercial insurance industry. Today, Insseco employs 140 IT specialists that assist Asseco Poland in supporting commercial insurers based both in Poland and abroad. 

Insseco’s business operations are focused on the provision of services and development of software for the commercial insurance industry. One of the essential assumptions made when establishing Insseco was its close cooperation with Sapiens, a subsidiary of Asseco Group that is listed on NASDAQ and is a leading global provider of software solutions for the insurance industry. Ultimately, it is planned that the provision of software solutions to our insurance customers in Poland shall be performed directly by Insseco.
The takeover of this insurance software specialist by Sapiens is a consequence of the development strategy pursued by Asseco Group that assumes leveraging on professional expertise in order to gain a strong market position in individual sectors of the economy, including insurance, banking, utilities, and healthcare. For Asseco Poland, the conducted transaction is a continuation of streamlining the organizational structure of Asseco Group, aiming at the development of a commercial insurance product and competence center operating within its subsidiary Sapiens Group.

At present, the share capital of Insseco equals PLN 4.6 million. The total consideration payable to Asseco Poland for the takeover of control and acquisition of 100% percent of shares in Insseco, transfer of property rights as well as selected projects shall amount to PLN 34.3 million. Asseco Poland shall be also entitled to receive additional consideration if revenues generated by Insseco during the course of 5 years are higher than estimated on the transaction date.

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The Management Board of Asseco Poland S.A. (the “Company”) informs that on 15 July 2015 Tadeusz Dyrga, Vice President of the Management Board, notified the Company, in accordance with article 160 section 1 of the Act on trading in financial instruments, about his transactions of selling the Company’s shares during regular session trading on the regulated market of the Warsaw Stock Exchange: 

- on 13 July 2015 – 532 shares were sold at the price of PLN 59.80 per share,

- on 14 July 2015 – 17,500 shares were sold at the price of PLN 59.06 per share.

Legal basis:

Pursuant to article 160 section 4 of the Act on trading in financial instruments 

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The Management Board of Asseco Poland S.A. informs about changing the date of publication of the extended consolidated semi-annual report that was supposed to be published on 19 August 2015 as announced in the Company’s current report no. 1/2015 of 12 January 2015. 

The new date of publication of the extended consolidated semi-annual report shall be 27 August 2015.The report publication date has been changed due to postponing the reporting deadline of a subsidiary company.

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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The Management Board of Asseco Poland S.A. (the “Company”) informs that the Company’s Supervisory Board, during its meeting held on 23 June 2015, adopted a resolution on choosing a certified auditor to perform a review of the semi-annual separate financial statements of Asseco Poland S.A. and the semi-annual consolidated financial statements of Asseco Group for the period of 6 months ending 30 June 2015, as well as to carry out an audit of the annual separate financial statements of Asseco Poland S.A. and the annual consolidated financial statements of Asseco Group for the year ending 31 December 2015.

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 2007-2014.
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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Major Shareholders at the Ordinary General Meeting of Shareholders of Asseco Poland S.A.

The Management Board of Asseco Poland S.A. discloses in public the list of shareholders who exercised at least 5% of voting rights at the Company’s Ordinary General Meeting of Shareholders that was held in Warsaw on 29 April 2015. 

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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Rzeszów, 30 April 2014

Resolutions passed by the Ordinary General Meeting of Shareholders of Asseco Poland S.A. on 29 April 2015

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 29 April 2015.

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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Rzeszów, 29 April 2015

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

The Management Board of Asseco Poland S.A. (the “Company”) informs that on April 2015 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 2014 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, hereby resolves that the net profit amounting to PLN 290,251,656.86 (in words: two hundred and ninety million two hundred and fifty-one thousand six hundred and fifty-six zlotys and 86/100) shall be distributed as follows:

1/ PLN 240,700,878.70 (in words: two hundred and forty million seven hundred thousand eight hundred and seventy-eight zlotys and 70/100) shall be distributed to the Company’s Shareholders as payment of a dividend amounting to PLN 2.90 (in words: two zlotys and 90/100) per share.

2/ PLN 49,550,778.16 (in words: forty-nine million five hundred and fifty thousand seven hundred and seventy-eight zlotys and 16/100) shall be allocated to the Company’s reserve capital.
The Company’s General Meeting resolves that the dividend right shall be acquired on 15 May 2015 and that the dividend payment shall be made on 2 June 2015.

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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Rzeszów, 27 March 2015

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 29 April 2015 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

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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The Management Board of Asseco Poland S.A. (“Asseco”) informs that the Supervisory Board of Asseco, during its meeting held on 24 March 2015, 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 2014 in the amount of PLN 2.90 (in words: two zlotys and 90/100) per one share of Asseco.

Hence, the total amount of net profit to be distributed as dividend shall equal PLN 240,700,878.70 (in words: two hundred and forty million seven hundred thousand eight hundred and seventy-eight zlotys and 70/100).

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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The Management Board of Asseco Poland S.A. (“Asseco”) informs that on 16 March 2015 it adopted a resolution to recommend to the Supervisory Board of Asseco to approve payment of a dividend for the financial year 2014 in the amount of PLN 2.90 (in words: two zlotys and 90/100) per one share of Asseco.  

Hence, the total amount of net profit to be distributed as dividend shall equal PLN 240,700,878.70 (in words: two hundred and forty million seven hundred thousand eight hundred and seventy-eight zlotys and 70/100).

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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The Management Board of Asseco Poland S.A. (the “Company”) informs that, on 10 March 2015, it passed a resolution to revoke the commercial power of attorney that was granted to Andrzej Gerlach (current report no. 82/2008), Piotr Jakubowski (current report no. 36/2009), Renata Bojdo (current report no. 21/2012), and Gabriela Żukowicz (current report no. 32/2012).

Concurrently, on 10 March 2015, the Management Board passed a resolution on granting a joint commercial power of attorney to Renata Bojdo, Gabriela Żukowicz, Andrzej Gerlach, and Piotr Jakubowski.

The commercial powers of attorney have been revoked and granted again because the provisions of the powers of attorney, which are entered for the Company in the National Court Register, had to be adjusted in line with the adjudication of the Supreme Court of 30 January 2015 (III CZP 34/14).

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.

From 1 July 2009 till 1 June 2012, Renata Bojdo served as Vice President of the Company’s Management Board and was responsible for financial management. Nowadays, she holds the position of Financial Division Director at Asseco Poland S.A.

Mrs. Renata Bojdo 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. She is not listed in the Register of Insolvent Debtors as maintained under the Act on the National Court Register.

***

Mrs. Gabriela Żukowicz graduated from the Jagiellonian University in Cracow, Faculty of Law, in 1998. In 2002, she completed her training as a legal adviser. Since 2008, she has acted as Member of the Supervisory Boards of Asseco South Western Europe S.A. and Asseco South Eastern Europe S.A. At present, she works for Asseco Poland S.A. as a legal adviser and Director of the Organizational and Legal Office. 

Mrs. Gabriela Żukowicz 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.

Mrs. Gabriela Żukowicz is not listed in the Register of Insolvent Debtors as maintained under the Act on the National Court Register.

***

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

Mr. Andrzej Gerlach does not conduct any activities competitive to Asseco Poland 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 Gerlach is not listed in the Register of Insolvent Debtors as maintained under the Act on the National Court Register.

***

Mr. Piotr Jakubowski graduated from Warsaw University, Faculty of Law and Administration. In 1997, received a judge diploma at the Court of Appeal in Warsaw; whereas, in 2004 completed a legal adviser apprenticeship at the District Chamber of Legal Advisers in Wrocław.

In 1994, took up his first employment as Assistant to the Management Board of Huk‑Verband Foundation in Warsaw. From 1995 to 1998, served as Consultant for EVIP Law Ltd. Afterwards, in 1998 and 1999, worked as Specialist at the Brokerage House of BIG-BG S.A. From 1999, he worked for Softbank S.A. (legal predecessor of Asseco Poland S.A.), where he held the position of Legal Department Director from 2002 to 2007.

Nowadays, he serves a legal adviser at Asseco Poland S.A.   

Mr. Piotr Jakubowski does not conduct any 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. He 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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Rzeszów, 23 February 2015

Effective acquisition of shares in UNIZETO by Asseco Systems S.A.

With reference to the current report no. 03/2015 announcing that Asseco Systems S.A. signed a conditional agreement to purchase shares in UNIZETO, now the Management Board of Asseco Poland S.A. informs that on 23 February 2015 it was notified by its subsidiary Asseco Systems S.A. that the entitled shareholders of UNIZETO TECHNOLOGIES S.A. seated at 21 Królowej Korony Polskiej St., 70-486 Szczecin, Poland (“UNIZETO”) have not exercised their pre-emption rights to acquire shares in UNIZETO (“Shares”), and therefore Asseco Systems S.A. has effectively purchased 911,150 Shares in UNIZETO, representing 81.3% of the share capital and voting rights at the general meeting of UNIZETO.

The total cost of acquisition of the Shares amounted to PLN 18,860,805.00 (in words: eighteen million eight hundred and sixty thousand eight hundred and five zlotys).

Asseco Systems S.A. is a holding company (a wholly-owned subsidiary of Asseco Poland S.A.), which incorporates two IT companies, namely Centrum Komputerowe ZETO S.A., based in Łódź, and Przedsiębiorstwo Informatyczne ZETO S.A., based in Bydgoszcz.The primary objective of Asseco Systems is to build a firm acting as a supplier, integrator and distributor of information technology solutions, focusing on local markets across 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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Rzeszów, 13 February 2015

Asseco Systems S.A. signs a conditional agreement to purchase shares in UNIZETO 

The Management Board of Asseco Poland S.A. informs about the signing, on 13 February 2015, of a conditional agreement to purchase 911,150 shares (“Shares”) representing 81.3% of the share capital and voting rights at the general meeting of 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 agreement has been concluded between Asseco Systems S.A., seated at 14 Olchowa St., Rzeszów, Poland, entered in the Register of Entrepreneurs under the number 0000421310 (a wholly-owned subsidiary of Asseco Poland S.A.), acting as the Buyer and 45 natural person shareholders of UNIZETO acting jointly as the Seller.

This agreement is conditional because the Articles of Association of UNIZETO provide the holders of preference shares in UNIZETO with the right of pre-emption, which can be exercised by submitting a declaration to buy the Shares subject to the above-mentioned agreement within one week of receiving relevant notification.

The total cost of purchasing the Shares will be disclosed in a separate communication when the acquisition of the Shares comes into effect.

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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Rzeszów, 29 January 2015 

Consent of the Office of Competition and Consumer Protection to take over UNIZETO TECHNOLOGIES S.A. seated in Szczecin

The Management Board of Asseco Poland S.A. (the “Company”) informs that on 29 January 2015 the Company received a decision issued by the Office of Competition and Consumer Protection on 11 July 2012, granting consent to conduct a consolidation by taking control over UNIZETO TECHNOLOGIES S.A. seated in Szczecin (hereinafter “UNIZETO”).

In its current report no. 16/2014 of 8 December 2014, the Company informed about the UNIZETO’s 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, as well as about signing a letter of intent between the Company and the Shareholders of UNIZETO.

Obtaining such permission from the Office of Competition and Consumer Protection was one of the conditions for the conclusion of agreements to purchase shares in UNIZETO. The remaining conditions determined in the above-mentioned current report have not yet 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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Rzeszów, 12 January 2015

Dates of publication of financial reports in 2015

The Management Board of Asseco Poland S.A. (the “Company”) informs that during the year 2015 the Company will publish its financial reports on the following dates:

Annual Reports for the year 2014

Separate Annual Report                                                    13 March 2015

Consolidated Annual Report                                               13 March 2015

Semi-Annual Report for the 1st half of 2015

Extended Consolidated Semi-Annual Report                           19 August 2015

Quarterly Reports

Extended Consolidated Quarterly Report for Q1 2015              13 May 2015

Extended Consolidated Quarterly Report for Q3 2015               13 November 2015

In accordance with § 83 sect. 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 fourth quarter of 2014; whereas, pursuant to § 101 sect. 2 of the Regulation, the Company will not publish any consolidated quarterly report for the second quarter of 2015.

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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