Regulatory Filings

The Management Board of Asseco Poland S.A. (the “Company”) informs that on 1 July 2016 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. 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 the share capital of PLN 83,000,303.00 (“Asseco Poland” or the “Taking-over Company”), with the company Infovide-Matrix S.A. with registered office at 2 Gottlieb Daimler St., 02-460 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 0000122829, VAT No. 5260011003, with the share capital of PLN 1,247,670.50 fully paid-up (“Infovide” or the “Acquired Company”). 

The companies have been merged pursuant to art. 492 § 1 item 1 of the Commercial Companies Code (merger by takeover), this is by transferring all the assets of Infovide to Asseco (the “Merger”). As a result of the Merger, the company of Infovide shall be dissolved without going into liquidation. 

Because the Taking-over Company already held all the shares in the Acquired Company, 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 Infovide being the Acquired Company for shares in Asseco Poland acting as the Taking-over Company. 

The objective of the merger of Asseco and Infovide is to benefit from synergy effects as well as to further develop Asseco’s competence in IT services provided to the sectors of banking, telecommunications and energy.

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.

Another operation that became effective on 1 July 2016 is the contribution of organized parts of enterprise to subsidiary companies of Asseco Group in accordance with the prior consent given by the Ordinary General Meeting of Shareholders of Asseco Poland S.A. on 29 April 2016. 

Legal basis:

Pursuant to art. 5 sect. 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)

The Management Board of Asseco Poland S.A. (“Asseco”) informs that on 30 June 2016 Asseco signed an agreement for the acquisition of a 30% stake of shares (the “Shares”) in the company ZAO R-Style Softlab (“R Style Softlab”) based in Moscow, Russia. 

The Shares have been acquired following the exercise of put options by Eransor Finance Limited, a company registered in Nicosia, Cyprus, that were embedded in the agreement for the acquisition of a 70% stake in R-Style Softlab about which Asseco informed in its current report no. 18/2013. At present, Asseco holds 100% of shares in R-Style Softlab. 

The total transaction cost amounted to USD 12,093,930.07 (twelve million ninety-three thousand nine hundred and thirty dollars and seven cents). 

R-Style Softlab is a leading producer of software for the sector of banking and finance in Russia. The company employs nearly 700 professionals and the quality of its services has been certified for compliance with the ISO 9001:2008 standard. 

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)

The Management Board of Asseco Poland S.A. seated in Rzeszów (the “Company”) informs that on 29 June 2016 the Company received a letter of resignation from Mr. Andrzej Dopierała, who has resigned from the position of a Member of the Company’s Management Board with effect from 1 July 2016.

This resignation is necessitated by the need to become fully engaged in managing the subsidiary ASSECO Data Systems S.A., in connection with the process of building its target organizational structure which is due to be completed on 1 July 2016.

Legal basis:

Pursuant to art. 5 sect. 1 item 21) 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)

Rzeszów, May 20, 2016

The Management Board of Asseco Poland S.A. (the “Company”) informs that the Company’s Supervisory Board, during its meeting held on May 19, 2016, adopted a resolution on choosing a certified auditor to perform a review of the semi-annual standalone financial statement of Asseco Poland S.A. and the semi-annual consolidated financial statement of Grupa Asseco Poland S.A. for the period of 6 months ending June 30, 2016, as well as to carry out an audit of the annual standalone financial statement of Asseco Poland S.A. and the annual consolidated financial statement of Grupa Asseco Poland S.A. for the year ending December 31, 2016.

The Supervisory Board has chosen Ernst & Young Audyt Polska Sp. z o.o. Sp.k. seated at 1 Rondo ONZ St., in 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 company is included in the list of entities authorised 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 the 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 of the merged companies: 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 standalone financial statements of Asseco Poland S.A. and consolidated financial statements of Grupa Kapitałowa Asseco for the years 2007-2015.

The entity authorised 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 February 19, 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognising as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

Rzeszów, April 29, 2016

The Management Board of Asseco Poland S.A. ("Asseco") informs that the Ordinary General Meeting of Shareholders of Asseco Poland S.A., which was held on April 29, 2016 in Warsaw, appointed Mrs. Izabela Albrycht, Mr. Piotr Augustyniak, Mr. Dariusz Brzeski, Mr. Jacek Duch, Mr. Artur Kucharski and Mr. Adam Noga to serve as the Members of the Supervisory Board of Asseco Poland S.A. during the term of office spanning from 2017 to 2021.
The appointment enters into force on January 1, 2017.

*

Izabela Albrycht

In 2005, Mrs. Izabela Albrycht received a master's degree in political science from the Faculty of International and Political Studies at the Jagiellonian University in Kraków. In 2007, she completed postgraduate studies in Public Relations at the Tischner European University, as well as a course for members of supervisory and management boards, certified by the Ministry of Treasury in the Consulting and Training Institute. In 2010-2014, she completed professional training courses: "Decision-making and legislation in the EU" and the "Lisbon Treaty" in the European Parliament, as well as the "NGO Management" in the US Department of State.

In 2007-2008, she was a member and the secretary of the supervisory board of Rejonowe Przedsiębiorstwo Wodno-Kanalizacyjne in Dąbrowa Tarnowska. From 2006 to 2008, she was a member of the supervisory board of Zakład Energetyczny Toruń Energohandel Sp. z o.o. From February 2010 until August 2010, she worked in the European Parliament. From April to December, 2014, she was the editor-in-chief of the International Shale Oil & Gas Journal in Claeys&Casteels Law Publishers B.V.

Currently, she is the president of the Kościuszko Institute - the European Integration Institute. Since September 2014, she has been the president of the Organising Committee of the European and Polish Cybersecurity Forum (CYBERSEC). She is an expert and the author of articles in Forbes and the deputy editor-in-chief of the European Cybersecurity Journal.

Mrs. Izabela Albrycht does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as a partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.

Mrs. Izabela Albrycht is not listed in the Register of Insolvent Debtors maintained under the Law on the National Court Register.

*

Piotr Augustyniak

Currently, he is the member of the supervisory boards in the following publicly traded companies: Asseco Poland S.A., Ciech S.A., Mercor S.A., PZ Cormay S.A.. In 2013-2014, he held similar position in Kopex S.A.

In the years 1994-2011, he worked for Enterprise Investors (EI). Acting as EI’s partner from 2006 to 2011, he was responsible for monitoring, conducting company IPOs on the Warsaw Stock Exchange (WSE), sale of significant company shareholdings from EI’s portfolio through a public offering or a private placement. He represented EI as the member of the supervisory boards of the following companies: Polfa Kutno S.A., Energoaparatura S.A., Elektrobudowa S.A., Wizów S.A., Sfinks S.A., CSS S.A., Bauma S.A., Comp Rzeszów S.A. (presently Asseco Poland), Agros Nova S.A., Teta S.A., Opoczno S.A., AB S.A., Siveco (Romania), STD Donivo (Slovakia), and AVG Technologies (the Netherlands).

In 2001, he served as the President of the Management Board of Energoaparatura S.A., being delegated to this position as part of his work for EI in order to implement a restructuring program in that company.

From 1993 to 1994, he worked for the Ministry of Privatisation, successively at the positions of a Project Manager and Privatisation Team Manager. From 1992 to 1993, he worked in the Foundation for Ownership Transformations at the Ministry of Privatisation.

He graduated from the University of Warsaw, receiving master's degrees in English Philology (1990) and Management (1994). In the years 1991-1992, he worked as a translator for New York Times Warszawa.

Mr. Piotr Augustyniak does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as a partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.

Mr. Piotr Augustyniak is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.

*

Dariusz Brzeski

In 1988, he graduated from the School of Planning and Statistics (now the Warsaw School of Economics - SGH), major in Organisation and Management. In 1988-1990, he was an expert for IT Systems Implementation in Microsystem JGU.

From 1991 until 1994, he was a Manager of Sales Network in InterArms Sp. z o.o. In 1995-1996, he was the President of the Management Board of Towarzystwo Finansowo Leasingowe Sp. z o.o. In 1997-2000, he was the President of the Management Board of Financial Management S.A. From March 2005, he was the President of the Management Board of Ster-Projekt S.A., and then from 2008, he was the President of the Management Board of ABG S.A. He is the President of the Supervisory Board of Fundusz Hipoteczny FAMILIA S.A.
Currently, he is the Member of the Supervisory Board of Asseco Poland.

Mr. Dariusz Brzeski does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.

Mr. Dariusz Brzeski is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.

*

Jacek Duch

A graduate of the Warsaw University of Technology of the Faculty of Electronics. He has extensive, long-term experience both in software engineering and in managing international and Polish IT companies.

He started his career during PhD studies, when he began working for Nixdorf Computer's software development centre in Germany. Then, he worked as a researcher for PSI AG in West Berlin. In 1978-1993, he worked for Digital Equipment Corporation (DEC), and managed projects in Munich, Vienna and Paris, among others. From 1989, he supervised the creation of Digital Equipment Corporation's branch offices in Central Europe, including Poland. From 1993 to 1998, he managed Oracle Polska, and then, he was the member of the management boards of Prokom Software S.A. and Prokom Internet S.A, as well as the member of the supervisory boards of Postdata S.A., Bank Pocztowy S.A., PVT a.s and various companies from the Asseco group (Asseco SEE, Asseco Germany, matrix42 AG. and others).

A member of branch organisations: the American Chamber of Commerce, the Polish Chamber of Information Technology and Telecommunications and the Polish Confederation of Private Employers.

He is a partner at Sp. z o.o., Bioalter Sp. z o.o. Oxylion S.A. and Vercom Sp. z o.o
At present, he is the Chairman of the Supervisory Board in Asseco Poland S.A..
Mr. Jacek Duch does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.

Mr. Jacek Duch is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.

*

Artur Kucharski

In 1995, he graduated from the University of Central London and the Warsaw University of Technology with an MSc degree. In 2011, he completed MBA Executive studies at the Warsaw University of Technology Business School.

In 1995-2002, he worked in PricewaterhouseCoopers Sp. z o.o. in the Financial Reports Analysis Department, starting as an Assistant and advancing to the position of a Manager. Since April 2002 to April 2010, he worked in PwC Polska Sp. z o.o. in the Advice Department, starting from the position of a Senior Manager and advancing to the position of a Director.
In 1999, he received a title of the Association of Chartered Certified Accountants (ACCA).

Since July 2010 to May 2013, he was the member of the Supervisory Board of Globe Trade Centre S.A., since August 2010, he has been a member of the Supervisory Board and the Audit Committee in Asseco Poland S.A. Between February 2010 and February 2012, he was the member of the Supervisory Board of Hydrapres S.A., and since February 2011 to September 2012, he held various positions in Kopex S.A.: Deputy Chairman and Chairman of the Supervisory Board, Director for Internal Control Systems, Structure and Organisation Development, and then Member of the Management Board and Chief Strategy Officer responsible for HR. Since October 2011, he has been the member of the Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A., and since March 2016, also the Chairman of the Audit Committee. Since November 2011 to December 2012, he was the member of the Supervisory Board of Mostostal Zabrze Holding S.A. Since July 2015, he has been the member of the Supervisory Board and the Audit Committee of Prime Car Management S.A. Since April 2016, he has been the member of the Supervisory Board of Asseco South Eastern Europe S.A.

Mr. Artur Kucharski does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.

Artur Kucharski is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.

*

Adam Noga

A holder of a full professor title in economics. In 1991-1992, he completed short MBA studies at L’Universite du Quebec in Montreal. In 1985, he gained a degree of a doctor in economy and then a post-doctoral degree, a degree of an associate professor (the Warsaw School of Economics) and in 2009 a degree of a full professor. He was the Director of the Finances Institute. Since 2005, he has been a professor at the Koźmiński University and its Vice Chancellor. He is an author of 5 books and over 100 scientific articles. He is also the first winner of the Bank Handlowy Prize for outstanding achievements in economy and finances.

In 1988-1989, he worked in the Ministry of Finance as Chief Expert. From 1991 to 1992, he was a university teacher at L’Universite du Quebec a Montreal. In 1996-1999, he was the Vice President for Education and Students' Affairs at the Warsaw School of Economics.

In 1995, he worked as an expert for the Ministry of Privatisation. In 1996, he was a representative of the president of the Republic of Poland in public debates on privatisation and common ownership reform. In 1996-1999, he wrote reports on the Polish economy privatisation. From 1998 until 1999, he was the member of the Supervisory Board of PTE Epoka. In 2003-2005, he was the Chairman of the Supervisory Board of the Polish Information and Foreign Investment Agency (PAIiIZ). In 2002-2005, he was an advisor of the Deputy Prime Minister and the Minister of Finance. Since 1987, he has been an editor of the "Ekonomista" magazine.

In 1998-2006, he was the Chairman of the Supervisory Board of Asseco Poland. He was the member of the Supervisory Board of Prokom Software S.A., he is the member of the Supervisory Board in Kredyt Bank S.A. and since 2005 he has been its Deputy Chairman. He was also a member of the Supervisory Boards of Warta TUiR and Warta UnŻ. He was the member of auditing committees in Kredyt Bank (2000-2014), Warta TUiR and Warta UnŻ (2011-2013).

Since January 2007, he has been the Deputy Chairman of the Supervisory Board of Asseco Poland.

Mr. Adam Noga does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.

Mr. Adam Noga is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.

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

The Management Board of Asseco Poland S.A. (the “Company”) informs that on 29 April 2016 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 2015 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 for the financial year 2015, amounting to PLN 257,107,228.33 (in words: two hundred and fifty-seven million one hundred and seven thousand two hundred and twenty-eight zlotys and 33/100), shall be distributed as follows:

1/ PLN 249,830,912.03 (in words: two hundred and forty-nine million eight hundred and thirty thousand nine hundred and twelve zlotys and 03/100) shall be distributed to the Company’s Shareholders through the payment of a dividend amounting to PLN 3.01 (in words: three zlotys and 01/100) per share.

2/ PLN 7,276,316.30 (in words: seven million two hundred and seventy-six thousand three hundred and sixteen zlotys and 30/100) shall be allocated to the Company’s reserve capital.

The Company’s General Meeting resolves that the dividend right shall be acquired on 16 May 2016 and that the dividend shall be paid out on 2 June 2016.

Legal basis:

Pursuant to art. 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)

Rzeszów, April 29, 2016

The Management Board of Asseco Poland S.A. seated 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 2016.

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) 

Attachment - text of the passed resolutions

Rzeszów, April 28, 2016

The Management Board of Asseco Poland S.A. seated in Rzeszów (the “Company”) informs that on April 28, 2016, the Company received a letter of resignation from Mr. Dariusz Stolarczyk, who has resigned from the position of the Member of the Supervisory Board of the Company with effect from April 28, 2016.

This resignation is caused by too broad a range of work duties.

Legal basis:

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

The Management Board of Asseco Poland S.A. seated in Rzeszów (the “Company”), acting in accordance with the Code of Best Practice for Companies Listed on the Warsaw Stock Exchange and in order to provide the Company’s Shareholders with an opportunity to learn about the candidates for the Company’s Supervisory Board Members, pursuant to the provisions of § 14 sect. 5 of the Bylaws of the General Meeting of Shareholders of Asseco Poland S.A., hereby informs that today Mrs. Izabela Albrycht has been proposed as a candidate for a Member of the Supervisory Board.

Concurrently, the Company announces that the proposed candidate has agreed to stand for election to the Supervisory Board, by submitting a written declaration on a form provided by the Company.

The Company also discloses the statement concerning the proposed candidate as well as her CV which are attached to this current report.

Legal basis:

Pursuant to article 38 sect. 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)

The Management Board of Asseco Poland S.A. seated in Rzeszów (the “Company”) hereby informs that on 28 April 2016 the Company received a letter of resignation from Mr. Dariusz Stolarczyk, who has resigned from applying for the position of a Member of the Company’s Supervisory Board in the new term of office from 2017 to 2021. 

The resignation was caused by the excessive scope of responsibilities.

Legal basis:

Pursuant to article 5 sect. 1 item 21) of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be 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)

The Management Board of Asseco Poland S.A. seated in Rzeszów (the “Company”), acting in accordance with the Code of Best Practice for Companies Listed on the Warsaw Stock Exchange and in order to provide the Company’s Shareholders with an opportunity to learn about the candidates for the Company’s Supervisory Board Members, hereby informs that today the following candidates have been proposed to the Company to be appointed as Members of its Supervisory Board:

• Mr. Jacek Duch,

• Mr. Adam Noga,

• Mr. Dariusz Brzeski,

• Mr. Artur Kucharski, 

• Mr. Piotr Augustyniak,

• Mr. Dariusz Stolarczyk. 

Concurrently, the Company announces that all the proposed candidates agreed to stand for election to the Supervisory Board.

The Company also discloses the statement concerning the proposed candidates as well as their CVs which are attached with this current report.

Legal basis:

Pursuant to article 38 sect. 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)

The Management Board Asseco Poland S.A. (hereinafter the “Company”) acting on the basis of art. 504 of the Commercial Companies Code in conjunction with art. 516 § 6 of the Commercial Companies Code, hereby notifies the Company’s Shareholders for the second time about Company’s intended merger with Infovide-Matrix S.A. having its registered office at 2 Gottlieb Daimler St., 02 460 Warsaw, to be executed according to the terms and conditions set forth in the Merger Plan that was announced on the website www.asseco.pl on 25 March 2016 and made publically available 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 Commercial Companies Code, 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 website www.asseco.pl in the section News / Corporate, the following documents as specified in art. 505 § 1 of the Commercial Companies Code: 

1) Merger Plan; 

2) Financial statements as well as the Management reports on operations of the merging Companies for the last three financial years, accompanied by the opinions and reports of certified auditors; 

3) Draft resolutions on the merger of the Companies; 

4) Determination of the value of assets of the Acquired Company as at 1 February 2016; 

5) Statements containing information on the financial position of the Acquired Company prepared for the merger purposes as at 1 February 2016.

Legal basis:

Pursuant to article 5 sect. 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)

I DATE, TIME AND PLACE OF THE GENERAL MEETING

The Management Board of Asseco Poland S.A. (the “Company”), acting on the basis of art. 399 § 1 and art. 4021 of the Commercial Companies Code and with regard to § 38 items 1-2 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), 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.

II DETAILED AGENDA FOR THE GENERAL MEETING

The agenda of the Ordinary General Meeting of Shareholders includes:

1. Opening of the General Meeting and election of the Chairman.

2. Determining whether the General Meeting was properly convened and whether it is able to adopt resolutions, and election of the Returning Committee.

3. Adoption of the agenda for the General Meeting.

4. Presentation of the financial results of Asseco Poland S.A. and Asseco Group for the year 2015.

5. Consideration of the report on operations of Asseco Poland S.A. in the financial year 2015.

6. Consideration of the separate financial statements of Asseco Poland S.A. for the financial year 2015.

7. Getting familiar with the certified auditor’s opinion and report from their audit of the separate financial statements of Asseco Poland S.A. for the financial year 2015.

8. Getting familiar with the report of the Supervisory Board on its activities in the year 2015.

9. Adoption of resolutions on approval of the report on operations of Asseco Poland S.A. and on approval of the separate financial statements of Asseco Poland S.A. for the financial year 2015.

10. Consideration of the report on operations of Asseco Group as well as the consolidated financial statements of Asseco Group for the financial year 2015.

11. Getting familiar with the certified auditor’s opinion and report from their audit of the consolidated financial statements of Asseco Group for the financial year 2015.

12. Adoption of a resolution on approval of the report on operations of Asseco Group in the financial year 2015 as well as on approval of the consolidated financial statements of Asseco Group for the financial year 2015.

13. Adoption of resolutions on acknowledging the fulfilment of duties by Members of the Management Board of Asseco Poland S.A. during the financial year 2015.

14. Adoption of resolutions on acknowledging the fulfilment of duties by Members of the Supervisory Board of Asseco Poland S.A. during the financial year 2015.

15. Adoption of a resolution on distribution of the net profit generated by Asseco Poland S.A. for the financial year 2015 and on the payment of a dividend.

16. Adoption of resolutions on appointment of Members of the Supervisory Board for the new joint term of office running from 2017 to 2021.

17. Adoption of a resolution on changing the rules for remuneration payable to Members of the Supervisory Board.

18. Adoption of resolutions on giving consent to the contribution of organized parts of enterprise of the Company to subsidiary entities of Asseco Group.

19. Adoption of a resolution on the merger of Asseco Poland S.A. with Infovide-Matrix S.A.

20. Closure of the General Meeting.

III PERSONS ELIGIBLE TO PARTICIPATE IN THE ORDINARY GENERAL MEETING

The Management Board informs that, pursuant to art. 4061 of the Commercial Companies Code, the only persons eligible to participate in the General Meeting will be holders of the Company’s shares at 16 days before the General Meeting date, i.e. on 13 April 2016 (the date of registration of participation in the General Meeting, hereinafter the “Record Date”), on condition they request the entities that keep their securities accounts to issue registered certifications conforming their right to participate in the General Meeting. Such a request may only be submitted after the announcement of convening of the Ordinary General Meeting (i.e. not earlier than on 25 March 2016) and not later than on the first business day following the Record Date (i.e. not later than on 14 April 2016). 

The list of shareholders entitled to participate in the Ordinary General Meeting will be prepared on the basis of a record provided by the entity keeping the depository for securities (the National Depository for Securities) and displayed at the Company’s seat, address: 14 Olchowa St., 35-322 Rzeszów, from 8:00 a.m. till 4:00 p.m. during three business days before the Ordinary General Meeting is held, i.e. on the days of 26, 27 and 28 April 2016. Each shareholder may request the Company to send them such list of shareholders free of charge, by e-mail to the indicated address. Such a request may be submitted by sending an e-mail to the following address: [email protected]. 

IV DOCUMENTS AND INFORMATION CONCERNING THE ORDINARY GENERAL MEETING

Pursuant to the requirement set forth in art. 4023 of the Commercial Companies Code, as of 25 March 2016 (inclusive) till the date of closing the General Meeting convened to adopt a resolution on the merger, the following documents will be made available on the Company’s website, at the address: inwestor.asseco.com/en/about-asseco/corporate-governance/, in the GSM section:

1) Announcement of convening of the Ordinary General Meeting of Shareholders;

2) Information on the total number of shares in the Company as well as on the number of votes carried by those shares on the announcement date; 

3) Draft resolutions along with appendices and justifications;

4) Documents to be presented to the Ordinary General Meeting of Shareholders including:

a. separate and consolidated financial statements as well as reports on operations of Asseco Poland S.A. and Asseco Group for the financial year 2015, accompanied by opinions and reports of certified auditors;

b. report of the Supervisory Board of Asseco Poland S.A. on its activities in the year 2015;

5) Opinion of an independent certified auditor on the fair value of the organized part of enterprise of Asseco Poland S.A. (Infrastructure Division);

6) Opinion of an independent certified auditor on the fair value of the organized part of enterprise of Asseco Poland S.A. (Enterprises Division);

7) Document forms enabling the exercise of voting rights by a proxy;

8) Bylaws of the Company’s General Meeting of Shareholders;

and additionally, in accordance with art. 505 § 1 of the Commercial Companies Code:

9) Merger Plan of Asseco Poland S.A. and Infovide-Matrix S.A.;

10) Financial statements as well as Management reports on operations of the merging companies for the last three financial years, accompanied by opinions and reports of certified auditors; 

11) Draft resolutions on the merger of the companies; 

12) Determination of the value of assets of Infovide-Matrix S.A. (the acquired company) as at 1 February 2016; 

13) Statements containing information on the financial position of Infovide-Matrix S.A. (the acquired company) prepared for the merger purposes as at 1 February 2016.

Any other information as may be required concerning the Ordinary General Meeting of Shareholders will be provided on the Company’s website. 

Persons entitled to participate in the Ordinary General Meeting of Shareholders can obtain the complete set of documents from the Company’s Management Office, seated at 14 Olchowa St., 35-322 Rzeszów, on business days from 25 March 2016 till 29 April 2016, from 8:00 a.m. till 4:00 p.m.

V PROCEDURES FOR PARTICIPATION AND EXERCISE OF VOTING RIGHTS

V.1. General information

Should any of the below mentioned procedures require submitting any notifications, proposals, requests or statements regarding the Ordinary General Meeting by electronic means to the Company or to the Company’s Management Board, it should be taken into account that:

1) such communications should be sent to the following e-mail address: [email protected];

2) such communications should be submitted within the deadlines determined in the relevant procedure; whereas, the time of submission shall be deemed as the moment of entering a message into electronic means in such a way as to enable a person acting on behalf of the Company to get familiar with the message within the working hours of the Management Office, i.e. on business days from 8:00 a.m. till 4:00 p.m.;

3) the Company shall have no responsibility for the effects of impossibility to use electronic means to communicate with the Company or for non-delivery of any correspondence sent to the Company in electronic form, if the above was caused by reasons beyond the Company’s control.

V.2. Right to demand putting certain issues on the General Meeting agenda

According to art. 401 § 1 of the Commercial Companies Code, a shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request including certain issues in the agenda for the nearest General Meeting (“Request”). Such a Request should include relevant justification or a draft resolution on the proposed item of the agenda. Any such Request must be notified to the Management Board at least twenty-one days before the General Meeting is held. Furthermore, the Request must be accompanied by documents (e.g. a due certification or a certificate of deposit) confirming beyond any doubt that at the date of submitting the Request the petitioners are shareholders representing at least one twentieth of the Company’s share capital. The Request should indicate the address for correspondence with the petitioners. The Request, its form and manner of submission shall comply with the provisions of law and the requirements specified in this announcement.

Any Request made in writing shall be sent to the Company’s Management Office, address: 14 Olchowa St., 35-322 Rzeszów. Please bear in mind that in order to meet the above-mentioned deadline for submitting a Request, such Request must be effectively delivered to the Management Board within the deadline. Hence, it is not sufficient if eligible shareholders just send their Request within the deadline. Such Request may be also sent by e-mail to the address: [email protected]. 

If the submitted Request satisfies the above-mentioned requirements, the Management Board shall announce changes in the meeting agenda corresponding to that Request. Such changes shall be announced not later than eighteen days before the established date of the General Meeting. The relevant announcement shall be made in the manner appropriate for convening of the General Meeting.

If the submitted Request fails to satisfy the above-mentioned requirements or any applicable legal requirements, the Company, within three business days of receiving that Request, shall inform the petitioners accordingly and indicate the deficiencies resulting in rejection of their Request. 

A duly supplemented Request may be resubmitted provided the above-mentioned submission deadline is met.

V.3. Right to submit draft resolutions on issues already included in the General Meeting agenda or on issues to be included in such agenda before the date of the General Meeting

Before the date of the General Meeting a shareholder or shareholders representing at least one twentieth of the Company’s share capital may submit to the Company, in writing or by means of electronic communication, their proposed draft resolutions on issues already included in the agenda or on issues to be included in the agenda of the General Meeting (“Proposal”). Such a Proposal should be submitted to the Company at the latest on the day preceding the date of the General Meeting, i.e. till 28 April 2016.

Furthermore, the Proposal of draft resolutions must be accompanied by documents (e.g. a due certification or a certificate of deposit) confirming beyond any doubt that at the date of submitting the Proposal the petitioners are shareholders representing at least one-twentieth of the Company’s share capital. The Proposal should indicate the address for correspondence with the petitioners.

Any Proposal made in writing shall be sent to the Company’s Management Office, address: 14 Olchowa St., 35-322 Rzeszów. Please bear in mind that in order to meet the above-mentioned deadline for submitting a Proposal, such Proposal must be effectively delivered to the Management Board within the deadline. Hence, it is not sufficient if eligible shareholders just send their Proposal within the deadline. Such Proposal may be also sent by e-mail to the address: [email protected]. The Proposal, attached documents and the manner of their submission as well as the form of the proposed draft resolutions shall comply with the provisions of law and the requirements specified in this announcement. If the Proposal containing draft resolutions is submitted in compliance with the above-mentioned requirements, the draft resolutions shall be immediately announced on the Company’s website. If the Proposal containing draft resolutions fails to satisfy the above-mentioned requirements, the Company, within three business days of receiving that Proposal (however, not later than on the day preceding the date of the General Meeting, i.e. till 28 April 2016), shall inform the petitioners accordingly and indicate the deficiencies resulting in rejection of their draft resolutions. A duly supplemented Proposal may be resubmitted provided the above-mentioned submission deadline is met.

V.4. Shareholder’s right to submit draft resolutions on issues included in the meeting agenda during the course of the General Meeting

Each shareholder may, during the course of the General Meeting, propose draft resolutions concerning issues included in the meeting agenda. Participants are required to inform the meeting Chairman about their intention of proposing draft resolutions and to submit such draft resolutions in writing to the Chairman, at the latest until the General Meeting passes a resolution on adopting the meeting agenda.

V.5. Exercise of voting rights by a proxy, notification of establishing a proxy sent to the Company by means of electronic communication, and use of document forms during voting by a proxy

According to art. 412-4122 of the Commercial Companies Code, shareholders may participate in the General Meeting and exercise their voting rights in person or by a proxy. A proxy shall execute all the shareholder’s rights at the General Meeting, unless their power of proxy states otherwise. A proxy may also grant a further power of proxy if doing so is allowed by their power of proxy. A proxy may represent more than one shareholder and vote differently using shares of each of the represented shareholders. A shareholder who holds shares in multiple securities accounts may appoint separate proxies to exercise the rights from shares recorded in each of those accounts. In the specific event where a proxy at the General Meeting is a member of the Management Board, member of the Supervisory Board, or an employee of the Company, or a member of the governing bodies or an employee of the Company’s subsidiary, then the following principles shall apply:

1. The power of proxy may authorize to provide representation at one General Meeting only.

2. The proxy is obliged to disclose to the shareholder any circumstances that cause or might cause a conflict of interests.

3. Granting of a further power of proxy is precluded.

4. The proxy should vote in accordance with instructions given by the shareholder.

A power of proxy to participate at the Company’s General Meeting and to exercise voting rights should be made in writing or in electronic form. If a power of proxy is granted in electronic form, the principal shall notify the Company accordingly. Such notification shall be submitted to the Company allowing the time for identification of the principal and his designated proxy and, in any case, not later than on the day preceding the date of the General Meeting.

Such notification may be made in writing or in electronic form. A notification made in writing shall be sent to the Company’s Management Office, address: 14 Olchowa St., 35-322 Rzeszów. Please bear in mind that in order to meet the above-mentioned deadline for submitting a notification, such notification must be effectively delivered to the Management Board within the deadline. Hence, it is not sufficient just to send the notification within the deadline. A notification made in electronic form may be sent to the Company by e-mail to the following address: [email protected].

Such notification shall include:

1. First name and surname or corporate name of the principal, and first names and surnames of the persons authorized to grant a power of proxy on the principal’s behalf;

2. Type and number of the identity document as well as the principal’s personal identification number (PESEL) in case of individuals, or company registration number (KRS) in case of legal persons entered in the National Court Register – Register of Entrepreneurs;

3. First name and surname of the proxy, as well as the proxy’s personal identification number (PESEL) and identity card number;

4. Place of residence (corporate seat) of both the principal and the proxy;

5. Phone number and e-mail address enabling continuing contact with the principal;

6. Date of granting the power of proxy;

7. Indication of the General Meeting the power of proxy is granted for;

8. Scope of the power of proxy, and in particular any limitations of the power of proxy as well as indication of whether the proxy may designate further proxies;

9. Indication of whether the power of proxy is revocable.

Such notification shall be submitted to the Company allowing the time for identification of the principal and his designated proxy and, in any case, not later than on the day preceding the date of the General Meeting.

If the notification is submitted in compliance with the above-mentioned requirements, the Company shall immediately confirm to the principal the fact of being notified.

If the submitted notification fails to satisfy the above-mentioned requirements, the Company shall immediately inform the principal accordingly and indicate the deficiencies of such notification.

Failure to provide such notification or submitting a notification in violation of the above-mentioned requirements will be taken into account when determining whether a proxy is legally authorized to represent the principal at the General Meeting. As a result a given person may, in particular, be not allowed to participate or be precluded from participation in the General Meeting. Every participant, inclusive of a proxy, is required to sign in the list of attendance immediately after coming to the venue of the General Meeting. Before signing in the list of attendance, participants are obliged to present a document proving their identity beyond any doubt. Whereas, persons acting as representatives (proxies), before signing in the list of attendance, are additionally obliged to submit into the record documents confirming undoubtedly their legal authorization to represent the principal at the General Meeting. Furthermore, a proxy whose power of proxy has been granted in electronic form, before signing in the list of attendance, is additionally obliged to submit a print-out of his/her power of proxy into the record or to send such power of proxy to the Company by e mail to the following address: [email protected]. 

Document forms that can be used by shareholders to vote by a proxy have been made available on the Company’s website: inwestor.asseco.com/en/about-asseco/corporate-governance/, in the GSM section.

Nevertheless, the Company’s shareholders are not required to use those forms.

The above principles are also applicable for granting a further power of proxy as well as for revoking a power of proxy.

V.6. It is not admissible to participate in the General Meeting via means of electronic communication

V.7. It is not admissible to exercise voting rights via correspondence or means of electronic communication

V.8. Registration of the presence at the General Meeting

Persons entitled to participate in the General Meeting are requested to register their presence and collect voting cards directly in front of the meeting hall, half an hour before the General Meeting is commenced.

Other information

Information concerning the General Meeting will be made available on the Company’s website: inwestor.asseco.com/en/about-asseco/corporate-governance/, in the GSM section.

Concurrently, the Management Board informs that all the matters not addressed in this announcement shall be governed by the provisions of the Commercial Companies Code, the Company’s Articles of Association as well as by the Bylaws of the General Meeting of Shareholders; hence, the Company’s shareholders are requested to familiarize themselves with the above-mentioned regulations.

In case of any questions or doubt concerning the participation in the General Meeting, please contact Mrs. Gabriela Żukowicz at the phone number +48 17 888 54 18 or e-mail address [email protected].

The Management Board of Asseco Poland S.A., acting pursuant to art. 500 § 21 of the Commercial Companies Code, hereby announces that, on 24 March 2016, Asseco Poland S.A. has agreed on and signed the plan of merger with the company Infovide-Matrix S.A. seated in Warsaw (the “Merger Plan”).

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 the share capital of PLN 83,000,303 fully paid-up (hereinafter referred to as “Asseco” or the “Taking-over Company”);

2) Infovide-Matrix S.A. with registered office at 2 Gottlieb Daimler St., 02-460 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 0000122829, VAT No. 5260011003, with the share capital of PLN 1,247,670.50 fully paid-up (hereinafter referred to as “Infovide” or the “Acquired Company”). 

The companies shall be merged pursuant to article 492 § 1 item 1 of the Commercial Companies Code (merger by takeover), this is by transferring all the assets of Infovide to Asseco (the “Merger”). As a result of the Merger, the company of Infovide shall be dissolved without going into liquidation. 

Because the Taking-over Company holds all the shares in the Acquired Company, 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 Infovide being the Acquired Company for shares in Asseco Poland acting as the Taking-over Company. 

The Articles of Association of the Acquired Company 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 objective of the planned merger of Asseco and Infovide is to benefit from synergy effects as well as to further develop Asseco’s competence in IT services provided for the sectors of banking, telecommunications and energy.

FIRST NOTIFICATION TO SHAREHOLDERS ABOUT THE INTENDED MERGER

The Management Board Asseco Poland S.A. (hereinafter the “Company”) acting on the basis of art. 504 of the Commercial Companies Code in conjunction with art. 516 § 6 of the Commercial Companies Code, hereby notifies the Company’s Shareholders for the first time about its intended merger with Infovide-Matrix S.A. having its registered office at 2 Gottlieb Daimler St., 02-460 Warsaw, to be executed according to the terms and conditions set forth in the Merger Plan that was announced on the Company’s website www.asseco.pl on 25 March 2016 and made publically available 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 Commercial Companies Code, 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 website www.asseco.pl in the section News / Corporate, the following documents as specified in art. 505 § 1 of the Commercial Companies Code: 

1) Merger Plan; 

2) Financial statements as well as the Management reports on operations of the merging Companies for the last three financial years, accompanied by the opinions and reports of certified auditors; 

3) Draft resolutions on the merger of the Companies; 

4) Determination of the value of assets of the Acquired Company as at 1 February 2016; 

5) Statements containing information on the financial position of the Acquired Company prepared for the merger purposes as at 1 February 2016.

Legal basis:

Pursuant to article 5 sect. 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)

The Management Board of Asseco Poland S.A. (“Asseco”) informs that the Supervisory Board of Asseco, during its meeting held on 22 March 2016, appointed Mr. Krzysztof Groyecki to serve as Member and Vice President of the Company’s Management Board over the joint term of office running from 2012 to 2016, with effect from 1 June 2016.

Moreover, the Supervisory Board adopted resolutions on the appointment of Members of the Management Board to serve over a new 5-year joint term of office running from 2017 to 2021. 

Mr. Adam Góral has been appointed as President of the Management Board; whereas, Mr. Przemysław Borzestowski, Mr. Tadeusz Dyrga, Mr. Krzysztof Groyecki, Mr. Rafał Kozłowski, Mr. Marek Panek, Mr. Paweł Piwowar, Mr. Zbigniew Pomianek, Mr. Przemysław Sęczkowski, and Mr. Robert Smułkowski have been appointed as Vice Presidents of the Management Board. 

The above-mentioned appointments shall take effect from 1 January 2017.

*

Krzysztof Groyecki graduated from the Silesian University of Technology in Gliwice, Faculty of Faculty of Automatic Control, Electronics and Computer Science, obtaining a Master’s degree in IT. 

In the years 1981–1987, he worked as Assistant Lecturer and afterwards as Senior Assistant Lecturer at the Institute of Computer Science, at the Silesian University of Technology in Gliwice. In the years 1987–1998, he was a co-founder, co-owner and President of the Management Board of PiK Information Systems Gliwice. In the years 1994–2000, he was a co-founder, co-owner and Member of the Management Board of PiK-Net Sp. z o.o. In the years 1999–2001, he served as Vice President of the Management Board of ComputerLand Zdrowie Sp. z o.o. and subsequently, from 1999 to 2005, acted as General Director of the Healthcare Systems Division at ComputerLand S.A. In the years 2004–2006, he worked as Member of the Management Board of RUM IT Sp. z o.o. In the years 2005–2008, he served as the Management’s Commercial Proxy for Healthcare Systems at ComputerLand S.A. and Sygnity S.A., and afterwards, from 2008 to 2010, as Director of the Healthcare Solutions Division at ABG S.A. Since 2010, he has held the position of Director of the Healthcare Systems Division at Asseco Poland S.A.

Furthermore, he served as Member of the Supervisory Board at Clinika S.A. (2002–2003), Serum Software (2008–2010), as well as at 3S – Śląskie Sieci Światłowodowe (2007–2013).

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

*

Adam Góral graduated from the Cracow University of Economics, majoring in Economic Cybernetics and Information Technology, and holds a PhD degree in Economics. In the years 1979-1990, he worked at Maria Curie-Skłodowska University, Department in Rzeszów, starting as a Junior Lecturer and finishing as an Assistant Professor. From 1991 to 1993, he was engaged with the Polish-American Project for Establishing of Enterprise Institutes in Poland.

He is a co-founder of Asseco Poland S.A. Since 1995, he has worked at the position of Vice President of the Management Board and Chief Executive Officer of Asseco Poland S.A. (former COMP Rzeszów) and subsequently, since 2004, at the position of President of the Company’s Management Board. In the period from 1999 to 2006, he served as Chairman of the Supervisory Board at the companies of ABAS S.A., COMP Soft Sp. z o.o., Softlab, Softlab Trade, WA-PRO, Asseco Romania, Vistula & Wólczanka S.A., ABG (former DRQ), and Asseco Systems. In the years 2007–2008, he held the position of President of the Management Board of Prokom Software S.A., and after 2009 he also acted as President of the Management Board of ABG S.A. until it merged with Asseco Poland S.A. in January 2010.

Moreover, Mr. Adam Góral serves as Chairman of the Supervisory Board of Asseco Central Europe, a.s., Asseco South Eastern Europe S.A., Asseco Western Europe S.A., Asseco Data Systems S.A., Novum Sp. z o.o., Gdyński Klub Koszykówki ARKA S.A., and Insseco Sp. z o.o., as well as Vice Chairman of the Supervisory Board at Asseco Business Solutions S.A., and Member of the Supervisory Board of ASSECO RESOVIA S.A. and the Subcarpathian Business Club. 

He is one of the founders of the Rzeszów School of Business, International School of Banking and Finance in Sandomierz, as well as the Honorary Consul of the Slovak Republic.

He serves as President of the Management Board of Asseco Poland S.A. and is responsible for development vision and strategy of Asseco Group.

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

*

Przemysław Borzestowski graduated from the Gdańsk University of Technology, receiving a degree of Master in Electrical Engineering in 1991. In 1996, he also completed a post-graduate program at the Faculty of Business Administration of Gdańsk University.

From 1997 to 2003, he worked at managerial positions at Prokom Software S.A., being responsible for the execution of IT projects dedicated to the banking and capital markets. In the years 2002–2005, served as Member and subsequently as Chairman of the Supervisory Board of Epsilio S.A. Concurrently, he acted as Member of the Supervisory Board of Postdata S.A., Chairman of the Supervisory Board of Zakład Usług Informatycznych Otago Sp. z o.o., and from 2003 also as Member of the Management Board of Softbank S.A.

Since February 2004, he has held the position of Member of the Management Board of Asseco Poland S.A., and from 2007 served as Vice President of the Management Board. He is responsible for the Public Administration Division, Capital Market Division, as well as for the Office for Protection of Non Public Information.

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

*

Tadeusz Dyrga graduated from the Gdańsk University of Technology. In the years 1973–1986, he worked as Academic Teacher and Head of the Scientific and Research Team at the Gdańsk University of Technology. From 1987 to 1992, he performed the duties of Manager and subsequently Vice Director of the Innovative Computer Technology Department at PROKOM.

From 1992, he worked as General Director of PROKOM Software System Sp. z o.o. where he managed large country-wide projects such as the computerization of management processes at the headquarters and all local branches of Telekomunikacja Polska, as well as the comprehensive informatization of operating and management functions at the Polish Supreme Chamber of Control.

Since 1997, he served as Director of the Software Production Division and Member of the Management Board of Prokom Software S.A. As of 1999, he was responsible for the implementation of Comprehensive Information System at the Social Insurance Institution (ZUS), which was associated with reforming the Polish retirement and pension system. From 2001, he served as Vice President of the Management Board of Prokom Software S.A. until it was taken over by Asseco Poland S.A.

Since April 2008, he has held the position of Vice President of the Management Board of Asseco Poland S.A. where he is responsible for the Social Insurance Division, Systems Maintenance Division, and for the Healthcare Systems Division. Mr. Tadeusz Dyrga 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. Tadeusz Dyrga is not listed in the Register of Insolvent Debtors as maintained under the Act on the National Court Register. 

*

Rafał Kozłowski graduated from the University of Warsaw, obtaining a Master’s degree at the Faculty of Organization and Management in 1998. He completed the Project Management Program organized by PMI in 2004, as well as the International Accounting Standards Program organized by Ernst&Young Academy of Business in the years 2005–2006.

In the years 1996–1998, he served as Financial Director at Delta Software and subsequently, from 1998 to 2003, as Senior Manager at Veraudyt. In the years 2004–2006, he was the Head of Treasury Department at Softbank S.A. where he was delegated to act as Vice President for Finance at the subsidiary company Sawan S.A. Since 2007 till June 2009, he served as Director of Controlling and Investment Division at Asseco Poland S.A.

Since May 2008 till May 2012, he served as Vice President of Asseco South Eastern Europe S.A. responsible for the company’s financial management. Mr. Rafał Kozłowski was directly involved in the acquisitions of companies incorporated within the holding of Asseco South Eastern Europe, as well as in the holding’s IPO process at the Warsaw Stock Exchange.

At present, he serves as Vice President of the Management Board of Asseco Poland S.A., and working at the position of Chief Financial Officer of Asseco Group, he oversees the finances of companies incorporated within the Group, and furthermore manages the Logistics Department. He also serves as President of the Management Board of UNIZETO Technologies S.A., Member of the Management Board of Infovide-Matrix S.A., Vice President of the Management Board of Asseco Western Europe S.A., and Member of the Board of Directors at R-Style Softlab and Formula Systems. 

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

*

Marek Panek graduated from the Rzeszów University of Technology, obtaining a degree of Master and Engineer at the Faculty of Mechanical Engineering and Aeronautics in 1994. He began to work for Asseco Poland S.A. (former COMP Rzeszów) in 1995 and since then has moved up the career ladder from the position of Marketing Specialist, through Sales and Marketing Director, up to the position of Member of the Management Board in the years 2004–2007.

At present, he performs the following managerial duties at Asseco Group companies: Chairman of the Board of Directors of Formula Systems Ltd., Member of the Supervisory Board of Asseco Central Europe, Chairman of the Board of Directors of Asseco Danmark A/S, and Member of the Board of Directors of Sintagma UAB. He also acts as President of the Management Board of the sports club Asseco Resovia S.A.

Since January 2007, he has held the position of Vice President of the Management Board of Asseco Poland S.A. where he is responsible for the Capital Group Development Division and for the EU Projects Office.

In addition, he serves as Chairman of the Supervisory Board at Unizeto Technologies S.A. and Asseco Danmark A/S, as well as Member of the Supervisory Board at Asseco Central Europe a.s., SINTAGMA UAB, Asseco Lietuva UAB, Asseco Kazakhstan LLP, and R-Style Softlab JSC. Mr. Marek Panek 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. Marek Panek is not listed in the Register of Insolvent Debtors as maintained under the Act on the National Court Register. 

*

Paweł Piwowar graduated from the Warsaw University of Technology, obtaining a degree of Master and Engineer. From 1991, he worked for Computerland, advancing up to the position of Vice President of the Management Board.

From 1998 till 2007 he served as President of the Management Board of Oracle Poland, where since June 2004, he worked as Executive Director for the Baltic Republics at Oracle Central Europe: Czech Republic, Estonia, Lithuania, Latvia, Poland, Slovakia, and Hungary. From 2008 till 2010, he served as First Vice President of the Management Board of ABG S.A.

Since October 2009, he has been employed by Asseco Poland at the position of Vice President of the Management Board. He is responsible for the Energy and Gas Industry Division, Enterprises Division, Agriculture Division, as well as for the Telecommunications and Media Division. He also serves as President of the Management Board of Infovide-Matrix S.A., a subsidiary of Asseco Group, and Chairman of the Supervisory Board of PGS Software S.A.

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

*

Zbigniew Pomianek graduated from the Rzeszów University of Technology, Faculty of Construction and Environmental Engineering. In the years 1990–1992, he was employed as assistant lecturer at the said faculty. From 1992, he was an IT Specialist at Jazcoop Sp. z o.o., and then from 1993 to 1995 – at COMP Ltd. Sp. z o.o.

He co-created Asseco Poland S.A., where he has worked since 1995, successively at the positions of Director of Banking Services, Deputy General Director, Director of Software Division, Director of Commercial Banks Division, as well as Vice President of the Management Board. In the years 2000–2004, he acted as Member of the Supervisory Board of GALKOM Computer Studio Sp. z o.o. In the years 2007–2009, he served as Chairman of the Supervisory Board of Anica System S.A., whereas from 2007 to 2015 – as Member of the Supervisory Board of Postdata S.A.

He is a Member of the Supervisory Board at Asseco Business Solutions S.A. and ZUI Novum Sp. z o.o.

At present, he serves as Vice President of the Management Board of Asseco Poland S.A. and is responsible for the Commercial Banks Division, Cooperative Banks Division, Business Intelligence Division, Back-Office Systems Maintenance and Development Department, as well as for the Compliance Department.

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

*

Przemysław Sęczkowski graduated from the University of Gdańsk, Faculty of Economics. In the years 1992–1997 worked for Bank Gdański S.A., where he was the Treasury Department Director and then the Treasury Division Managing Director.

In the years 1997–1998, he held the position of Vice President of the Management Board of the European Cooperation Bank. From 1999 to 2001, he acted as Deputy General Director for Economy and Finance at PPUP Poczta Polska (Polish Post), where his responsibilities included the supervision over the Central Settlement Center and Bank Pocztowy. From January 2002 to January 2003, he worked as Director at Concordia Sp. z o.o., a consulting company. From 2004 till the merger with Asseco Poland, he held the position of Member of the Management Board of Softbank S.A. He served as Member of the Supervisory Board for a number of companies, including Impexmetal S.A., Bank Pocztowy S.A., PTE Pocztylion, and Zachodni Fundusz Inwestycyjny NFI S.A. 

He serves as Member of the Supervisory Board at Asseco South Eastern Europe and Asseco Central Europe, Chairman of the Board of Directors at Asseco Lietuva and UAB Sintagma, as well as President of the Management Board of Asseco Western Europe S.A.

President of Gdyński Klub Koszykówki ARKA S.A., Member of the Board of Directors of R-Style Softlab JSC. At present, he serves as Vice President of the Management Board of Asseco Poland S.A. and is responsible for the Public and Investor Relations Department as well as for the Marketing Department.

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

* 

Robert Smułkowski graduated from the Main School of Planning and Statistics (presently the Warsaw School of Economics), Faculty of Finance and Statistics.

From 1986 to 1989, he worked as IT Specialist at Bank Pekao S.A.

Since 1990, he was employed by Softbank Sp. z o.o. where, from 1990, he served as Member of the Management Board responsible successively for maintenance and implementations, software development, and sales. Till September 2004, he supervised most of the projects executed by Softbank S.A.

At present, he serves as Vice President of the Management Board of Asseco Poland S.A. and is responsible for the PKO Bank Division.

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

Legal basis:

Pursuant to article 5 sect. 1 item 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)

The Management Board of Asseco Poland S.A. (“Asseco”) informs that the Supervisory Board of Asseco, during its meeting held on 22 March 2016, gave a positive opinion on the Management Board’s request to recommend to the General Meeting of Shareholders of Asseco to approve the payment of a dividend for the financial year 2015 in the amount of PLN 3.01 (in words: three zlotys and 01/100) per one share of Asseco. 

Hence, the total amount of net profit to be distributed as dividend shall equal PLN 249,830,912.03 (in words: two hundred and forty-nine million eight hundred and thirty thousand nine hundred and twelve zlotys and 03/100).

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)

The Management Board of Asseco Poland S.A. (“Asseco”) informs that on 16 March 2016 it adopted a resolution to recommend to the Supervisory Board of Asseco to approve the payment of a dividend for the financial year 2015 in the amount of PLN 3.01 (in words: three zlotys and 01/100) per one share of Asseco. 

Hence, the total amount of net profit to be distributed as dividend shall equal PLN 249,830,912.03 (in words: two hundred and forty-nine million eight hundred and thirty thousand nine hundred and twelve zlotys and 03/100).

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)

The Management Board of Asseco Poland S.A. (“Asseco”) informs that on 16 March 2016 the Management Board decided to undertake actions aiming at the merger of Asseco with its subsidiary Infovide-Matrix S.A. (“Infovide”) seated at 2 Gottlieb Daimler St., 02-460 Warsaw, Poland, registered in the National Court Register under the number 0000122829, in which Asseco holds 100% of shares.

The companies shall be merged pursuant to art. 492 § 1 item 1 of the Commercial Companies Code as well as art. 515 § 1 and art. 516 § 6 of the Commercial Companies Code, this is by transferring all the assets of Infovide to Asseco. As a result of the merger, the company of Infovide shall be dissolved without going into liquidation. In accordance with the provisions of the Commercial Companies Code, in order to carry out a merger, it must be earlier approved by a decision the General Meeting of Shareholders of each company to be merged. First of all, the Management Boards of both the companies will need to agree on the Merger Plan.

The signing of the Merger Plan will be announced by Asseco in a separate report.

The objective of the planned merger of Asseco and Infovide is to benefit from synergies as well as to further develop Asseco’s competence in IT services provided for the sectors of banking, telecommunications and energy.

Legal basis:

Pursuant to art. sect. 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)

The Management Board of Asseco Poland S.A. informs that on 22 February 2016 the Company received a letter of resignation from Mr. Włodzimierz Serwiński, who resigned from the position of Member of the Management Board of Asseco Poland S.A. Włodzimierz Serwiński served as Vice President of the Management Board responsible for the sector of commercial insurance, which is currently handled by a subsidiary of Asseco Poland S.A. The resignation shall be effective as of 31 March 2016.

Legal basis:

Pursuant to art. sect. 1 item 21 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)

The Management Board of Asseco Poland S.A. informs about changing the date of publication of the extended consolidated quarterly report for the 3rd quarter of 2016 that was supposed to be published on 15 November 2016 as announced in the Company’s current report no. 1/2016 of 15 January 2016. 

The new date of publication of the extended consolidated quarterly report for the 3rd quarter of 2016 shall be 14 November 2016.

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)