Regulatory Filings

38/2023

Notification of transactions on shares issued by Asseco Poland S.A. under article 19 of the MAR Regulation

The Management Board of Asseco Poland S.A. ("Company") informs, that on 30 November 2023 obtained from Adam Góral, President of the Management Board of the Company, notification pursuant to Art. 19 section 1 MAR.

The Company hereby provides the received notification enclosed.

 

Legal basis:

Pursuant to Article 19 Section 3 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

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37/2023

Notification from Adam Góral, President of the Management Board of Asseco Poland regarding the exceeding the 10% threshold in the total number of votes at the general meeting

The Management Board of Asseco Poland S.A. ("Company") informs, that on 30 November 2023 obtained from Adam Góral, President of the Management Board of the Company, notification regarding exceeding the 10% threshold in the total number of votes at the general meeting.

The Company hereby provides the received notification enclosed.

Legal basis:

Article 69 sec. 1 point 1) and Article 70 point 1) of the Act on the Public Offering

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36/2023

Notification of transactions on shares issued by Asseco Poland S.A. under article 19 of the MAR Regulation

The Management Board of Asseco Poland S.A. ("Company") informs, that on 28 November 2023 obtained from Adam Góral, President of the Management Board of the Company, notification pursuant to Art. 19 section 1 MAR.

The Company hereby provides the received notification enclosed.

 

Legal basis:

Pursuant to Article 19 Section 3 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

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35/2023

Notification of change of share in total number of votes at General Meeting of Shareholders of Asseco Poland S.A.

The Management Board of Asseco Poland S.A. ("Company") informs that on November 20, 2023 the Company was notified by Powszechne Towarzystwo Emerytalne S.A. Allianz Polska S.A. managing Allianz Polska Otwarty Fundusz Emerytalny about the change of the share in the total number of votes at the General Meeting of Shareholders of Asseco Poland S.A.

The Company hereby provides the received notification enclosed.

 

Legal basis:

Pursuant to §70 section 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (Journal of Laws 2005, No. 184, item 1539, as amended)

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34/2023

Information on the amount of estimated net profit for the three quarters of 2023

The Management Board of Asseco Poland S.A. (the "Company"), based on a preliminary analysis of its financial results, informs that the estimated consolidated net profit attributable to shareholders of the Parent Company of the Asseco Poland Group for the three quarters of 2023 is PLN 342,6 million, including PLN 112,1 million for the third quarter of 2023 alone.

At the same time, the Company cautions that the quoted value is an estimate and is still subject to change.

The final value of net profit will be reported by the Company in its expanded consolidated report for the three quarters of 2023, which will be published on November 23, 2023, according to Regulatory Filing No. 3/2023 dated January 30, 2023.

 

Legal basis:

Article 17 (1) of Regulation No. 596/2014 of the European Parliament and of the Council of the EU of April 16, 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (MAR)

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33/2023

Notifications of transactions on shares issued by Asseco Poland S.A. from President of the Management Board of Asseco Poland S.A. under article 19 of the MAR Regulation

The Management Board of Asseco Poland S.A. ("Company") informs, that on 6 October 2023 obtained from Adam Góral, President of the Management Board of the Company, notifications pursuant to Art. 19 section 1 MAR.

The Company hereby provides the received notifications enclosed:

  Notification 1

  Notification 2

 

Legal basis:

Pursuant to Article 19 Section 3 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

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32/2023

Notification of transactions on shares issued by Asseco Poland S.A. under article 19 of the MAR Regulation

The Management Board of Asseco Poland S.A. ("Company") informs, that on 4 October 2023 obtained from Adam Góral, President of the Management Board of the Company, notification pursuant to Art. 19 section 1 MAR.

The Company hereby provides the received notification enclosed.

 

Legal basis:

Pursuant to Article 19 Section 3 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

 

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31/2023

Notifications of transactions on shares issued by Asseco Poland S.A. under article 19 of the MAR Regulation

The Management Board of Asseco Poland S.A. ("Company") informs about the obtaining on 26 September 2023 from Cyfrowy Polsat S.A. notifications pursuant to Art. 19 section 1 MAR.

The Company hereby provides the received notification enclosed.

 

Legal basis:

Pursuant to Article 19 Section 3 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

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30/2023

Notification of change of share in total number of votes at General Meeting of Shareholders of Asseco Poland S.A.

The Management Board of Asseco Poland S.A. ("Company") informs that on September 25, 2023 the Company was notified by Cyfrowy Polsat S.A. about the change of the share in the total number of votes at the General Meeting of Shareholders of Asseco Poland S.A.

The Company hereby provides the received notification enclosed.

 

Legal basis:

Pursuant to §70 section 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (Journal of Laws 2005, No. 184, item 1539, as amended)

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29/2023

Notification of change of share in total number of votes at General Meeting of Shareholders of Asseco Poland S.A.

The Management Board of Asseco Poland S.A. ("Company") informs that on September 22, 2023 the Company was notified by Powszechne Towarzystwo Emerytalne S.A. managing Generali Otwarty Fundusz Emerytalny with its registered office in Warsaw about the change of the share in the total number of votes at the General Meeting of Shareholders of Asseco Poland S.A.

The Company hereby provides the received notification enclosed.

 

Legal basis:

Pursuant to §70 section 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (Journal of Laws 2005, No. 184, item 1539, as amended)

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28/2023

Exceeding the 15% threshold in the total number of votes at the general meeting in connection with the acquisition of own shares by Asseco Poland S.A.

The Management Board of Asseco Poland S.A. (the "Company"), in connection with the current report no. 26/2023 dated 18 September 2023, acting pursuant to Article 69 sec. 1 point 1) of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (the “Act on the Public Offering”) and in compliance with the obligation provided for in Article 70 point 1 of the Act on the Public Offering, hereby announces that on 21 September 2023, the Company exceeded the threshold of 15% of the total votes at the general meeting of the Company.

The abovementioned change took place as a result of the settlement on 21 September 2023 of the purchase by the Company of its own shares, concluded outside the regulated market as part of the buy-back transactions carried out pursuant to the invitation to submit offers for the sale of shares in the Company, published in the current report 23/2023 dated 6 September 2023 (the “Transaction”), under which the Company acquired a total of 14,808,872 (in words: fourteen million eight hundred eight thousand eight hundred seventy two) own shares, representing approximately 17.84% (in words: seventeen 84/100 percent) of the share capital of the Company and approximately 17.84% (in words: seventeen 84/100 percent) of the total votes at the general meeting of the Company.

The acquisition of own shares was carried out on the basis of resolution no. 5 of the Extraordinary General Meeting of the Company of 15 June 2023 on granting the Management Board the authorization to acquire own shares of the Company and resolution no. 20/2023 of the Management Board of the Company dated 6 September 2023 on the commencement and determination of terms and conditions of the share buyback.

Before the Transaction, the Company did not hold, directly or indirectly, its own shares.

After the Transaction, the Company directly holds 14,808,872 (in words: fourteen million eight hundred eight thousand eight hundred seventy two) Company’s own shares, representing 17.84% (in words: seventeen 84/100 percent) of the share capital of the Company and entitling to 14,808,872 (in words: fourteen million eight hundred eight thousand eight hundred seventy two) votes at the general meeting of the Company, representing 17.84% (in words: seventeen 84/100 percent) of the total number of votes at the general meeting of the Company.

After the Transaction, the Company does not indirectly hold the Company's own shares.

At the same time, the Company indicates that pursuant to Art. 364 § 2 of the Code of Commercial Companies, the Company does not exercise share rights from abovementioned shares, including voting rights at the general meetings of the Company, except for the right to dispose shares or to perform acts aimed at preservation of such rights.

None of the Company’s subsidiaries holds the Company's shares.

There are no entities referred to in Art. 87 sec. 1 point 3 let. c) of the Act on the Public Offering.

The Company is not entitled or obliged to acquire any of the Company’s own shares as the holder of the financial instruments referred to in Art. 69b sec. 1 point 1) of the Act on the Public Offering and the instruments referred to in Art. 69b sec. 1 point 2) of the Act on the Public Offering, which are not exercised solely by cash settlement.

The Company has no votes from shares, calculated in accordance with Art. 69b sec. 3 of the Act on the Public Offering to which the financial instruments referred to in Art. 69b sec. 1 point 2) of the Act on the Public Offering.

The total number of votes indicated pursuant to Art. 69 sec. 4 pts 3), 7) and 8) of the Act on Public Offering held by the Company amounts to 14,808,872 (in words: fourteen million eight hundred eight thousand eight hundred seventy two) votes at the general meeting of the Company, representing 17.84% (in words: seventeen 84/100 percent) of the total number of votes at the general meeting of the Company.

Legal basis:

Article 69 sec. 1 point 1) and Article 70 point 1) of the Act on the Public Offering

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27/2023

Acceptance of the offer and acquisition of shares from the shareholder who is a related party

The Management Board of Asseco Poland S.A. (the “Company”), in connection to the current report no. 26/2023, hereby informs that it accepted the offer to sell the Company’s shares made by Cyfrowy Polsat S.A., a shareholder of the Company which is also a related party of the Company, taking into account the applied reduction mechanism.

In relation to the accepted offer, within the share buyback conducted in accordance with Resolution No. 20/2023 of the Management Board of the Company of 6 September 2023 on the commencement and determination of terms and conditions of the share buyback (the “Initiating Resolution”) and the invitation to submit offers for the sale of the Company’s shares announced in the current report No. 23/2023 of 6 September 2023 (the “Invitation to Submit Offers”), the Company will acquire from Cyfrowy Polsat S.A. 10,642,046 (in words: ten million six hundred forty two thousand forty six) shares of the Company at a price of PLN 80.00 (in words: eighty zlotys) per share, i.e. at the final price identical for all shareholders referred to in current report No. 26/2023 (the “Final Price”). The total amount of the transaction is PLN 851,363,680.00 (in words: eight hundred fifty one million three hundred sixty three thousand six hundred eighty zlotys). The share purchase will be settled on 21 September 2023.

Acceptance of the shareholder’s, i.e., Cyfrowy Polsat S.A.’s, sale offer constitutes a material transaction with a related party within the meaning of Article 90h (1) of the Act of 29 July 2005 on Public Offerings and Conditions for Introducing Financial Instruments to the Organised Trading System and on Public Companies (Journal of Laws of 2022, item 2554, as amended), on which, the Company's Supervisory Board granted its consent on 18 September 2023.

Due to the fact that the acceptance of the offer and the acquisition of the shares is taking place on an arm’s length basis and at the Final Price identical for all shareholders pursuant to the publicly announced Invitation to Submit Offers, the acceptance of the offer and the acquisition of the shares from Cyfrowy Polsat S.A. should not result in any infringement of the interests of the Company or shareholders who are not related parties, including minority shareholders, in particular, the transaction is carried out in a manner which respects the rights of all shareholders and is not preferential to any shareholder.

Legal basis:

Article 17 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

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26/2023

Announcement of final share buy-back price, final number of the purchased shares and the acceptance of the sale offers submitted by shareholders

The Management Board of Asseco Poland S.A. ("Company"), acting pursuant to the Resolution no. 20/2023 of the Management Board of the Company dated 6 September 2023 on the commencement and determination of terms and conditions of the share buyback (the “Initiating Resolution”), an implementation of which was approved by the Resolution no. 1 of the Supervisory Board of the Company dated 6 September 2023, and in connection with the Resolution no. 5 of the Extraordinary General Meeting of the Company dated 15 June 2023 on authorization of the Company's Management Board to purchase the Company's own shares, hereby announces the adoption of a resolution no. 22/2023 dated 18 September 2023 on (i) the determination of the Final Price for the purposes of Asseco Poland S.A.’s share buy-back conducted in accordance with the Initiating Resolution and the invitation to submit offers published on 6 September 2023 (the “Invitation to Submit Offers”), (ii) the determination of the final number of Purchased Shares and (iii) the acceptance of the sale offers submitted by shareholders.

The Management Board informs that:

  • (a) the final price (i.e. the price identical for all shareholders at which shares will be purchased under the share buyback conducted pursuant to the Initiating Resolution and the Invitation to Submit Offers) has been set at PLN 80.00 (in words: eighty zlotys) per share (the “Final Price”);
  • (b) the final number of own shares to be acquired in the transactions described in the Initiating Resolution is 14,808,872 (in words: fourteen million eight hundred eight thousand eight hundred seventy two) shares in the Company, which represents approximately 17.84% (in words: seventeen 84/100 percent) of the Company's share capital,
  • (c) the final amount of funds allocated for share buyback in accordance with the Initiating Resolution is PLN 1,184,709,760.00 (in words: one billion one hundred eighty four million seven hundred nine thousand seven hundred sixty zlotys).

Taking into the account the Company received share sale offers from shareholders indicating a sale price not higher than the Final Price covering a total of 26,505,252 (in words: twenty six million five hundred five thousand two hundred fifty two) shares of the Company, the reduction rate of offers made by shareholders at a price not higher than the Final Price amounted to approximately 44.13% (in words: forty four 13/100 percent).

The purchase of shares from shareholders from which the share sale offers were accepted will be settled on 21 September 2023.

Legal basis:

Article 17 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

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25/2023

Information on shares held by President of the Management Board of Asseco Poland S.A. Adam Góral

The Management Board of Asseco Poland S.A. (hereinafter referred to as the "Company"), informs that today the Company received a statement from Adam Góral, acting as the President of the Management Board, who also holds 8 083 000 shares in the Company. Adam Góral stated that he did not intend to participate in the share buyback which the Company announced in Regulatory Filing No. 23/2023 dated September 6, 2023.

 

 

Legal basis:

Article 17 Paragraph 1 of Regulation No. 596/2014 of the European Parliament and of the Council of the EU of April 16, 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (MAR).

 

 

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24/2023

Signing of the loan agreement

The Management Board of Asseco Poland S.A. (hereinafter referred to as the "Company") informs that on 6 September 2023 the Company and Powszechna Kasa Oszczędności Bank Polski S.A. (“Bank”) have entered into the facility agreement (the "Agreement”) pursuant to which a term facility ("Facility") will be made available to the Company.

The Facility will be made available in the maximum amount up to PLN 1,000,000,000.00 (in words: one billion zloty 00/100) and it will be used to finance the purchase of treasury shares under the public invitation to the sale of shares referred to in current report No. 23/2023 (“Invitation”). The Company indicates that in accordance with the Agreement, the purchase of treasury shares will be financed also from the Company's own funds, in the amount not lower than 20% of the amount of the Facility.

Pursuant to the Agreement, the Company is obligated to repay the Facility funds together with interest and other amounts due under the terms of the Agreement, with the final repayment of funds to be made by 6 September 2028. The Facility will be repaid in monthly instalments, with the last instalment corresponding to 50% of the utilized amount of the Facility.

The Facility may be converted into EUR up to a maximum value of 30% of the amount of the Facility made available. The interest rate on the Facility will be determined based on WIBOR (for the Facility utilized in PLN) and/or EURIBOR (for the Facility utilized in EUR) increased by the margin.

The Company's obligations under the Agreement are secured by the Company's statement of voluntary submission to execution under Article 777 of the Code of Civil Procedure, however, the Bank may request additional collateral under the conditions specified in the Agreement.

Pursuant to the Agreement, the Bank may reduce the amount of the Facility granted or terminate the Agreement in whole or in part and demand the repayment of the Facility, in the event of, in particular,

  • a change of control with respect to the Company, defined as an event or series of events as a result of which any person or persons acting in concert control more than 33 per cent. of the voting rights at a general meeting of the Company,
  • if the Leverage Ratio (calculated in accordance with the Agreement) is greater than or equal to 3.0x, and the Company, makes, without the Bank's prior written consent, a payment of dividend, payment of advance dividend or redemption shares for cash consideration payable to a shareholder,
  • if the Leverage Ratio referred to in above achieves or exceeds 3.0x, due to the payment of dividends or advances or the redemption of shares for cash consideration, for which the Bank did not grant its consent.

 

Legal basis:

Article 17 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

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23/2023

Announcement of the invitation to submit the offers for the sale of shares

The Management Board of Asseco Poland S.A. (hereinafter referred to as the "Company"), acting pursuant to the Resolution no. 20/2023 of the Management Board of the Company dated 6 September 2023 on the commencement and determination of terms and conditions of the share buyback, an implementation of which was approved by the Resolution no. 1 of the Supervisory Board of the Company dated 6 September 2023, and in connection with the Resolution no. 5 of the Extraordinary General Meeting of the Company dated 15 June 2023 on authorization of the Company's Management Board to purchase the Company's own shares, hereby announces the invitation to submit offers for the sale of shares under the terms and conditions set forth in the Invitation to Submit Offers for the Sale of Shares.

The maximum value of shares that may be acquired pursuant to the Invitation to Submit Offers for the Sale of Shares amounts up to PLN 1,184,709,805.35 (in words: one billion one hundred eighty four million seven hundred nine thousand eight hundred five zloty 35/100).

Full text of the Invitation to Submit Offers for the Sale of Shares of Asseco Poland S.A. is attached to this current report.

Legal basis:

Article 17 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

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22/2023

Information on the amount of estimated net result for the first half of 2023

The Management Board of Asseco Poland S.A. (the "Company"), based on a preliminary analysis of its financial results, informs that the estimated consolidated net profit attributable to shareholders of the Parent Company of the Asseco Poland Group for the first half of 2023 amounts to PLN 228.3 million, including PLN 120.2 million for the second quarter of 2023 alone.

At the same time, the Company cautions that the quoted value is an estimate and is still subject to change.

The consolidated report of the Asseco Poland Group for the first half of 2023 will be subject to review by an auditor, which may result in an adjustment of the achieved financial results. The final value of the net result will be reported by the Company in the consolidated report for H1 2023, which, according to Regulatory Filing No. 3/2023 dated January 30, 2023, will be published on August 24, 2023.

 

Legal basis:

Article 17 (1) of Regulation No. 596/2014 of the European Parliament and the Council of the EU of April 16, 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (MAR).

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21/2023

Notification of change in the total number of votes at the General Meeting of Shareholders of Asseco Poland S.A.

The Management Board of Asseco Poland S.A. (the "Company") informs that on July 25, 2023, the Company received a notification from Generali Powszechne Towarzystwo Emerytalne S.A. regarding a change in its share in the total number of votes at the General Meeting of Shareholders of Asseco Poland S.A.

The Company provides a copy of the notice received as attached.

 

Legal basis:

Pursuant to §70 Par. 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Journal of Laws 2005, No. 184, item 1539, as amended).

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20/2023

Extraordinary Meeting of Shareholders of Asseco Poland S.A. - significant shareholders

Zarząd Asseco Poland S.A. przekazuje wykaz akcjonariuszy posiadających co najmniej 5% liczby głosów na Nadzwyczajnym Walnym Zgromadzeniu, które odbyło się 15 czerwca 2023 roku w Warszawie.

 

SHAREHOLDER NUMBER OF VOTES % SHARE OF VOTES REPRESENTED AT THE GMS ON 15.05.2023 % SHARE IN THE TOTAL NUMBER OF VOTES
GÓRAL ADAM 8 083 000 13,09% 9,74%
ALLIANZ POLSKA OTWARTY FUNDUSZ EMERYTALNY 8 979 000 14,55% 10,82%
NATIONALE-NEDERLANDEN OTWARTY FUNDUSZ EMERYTALNY 7 500 000 12,15% 9,04%
OTWARTY FUNDUSZ EMERYTALNY PZU "ZŁOTA JESIEŃ" 3 471 500 5,62% 4,18%
CYFROWY POLSAT S.A. 19 047 373 30,86% 22,95%

 

Legal basis:

In accordance with § 70 section 3 of the Act of July 29, 2005 on public offering and the conditions for introducing financial instruments to the organized trading system and on public companies (Journal of Laws 2005, no. 184, item 1539)

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19/2023

Uchwały podjęte przez Nadzwyczajne Walne Zgromadzenie Asseco Poland S.A. w dniu 15 czerwca 2023 r.

Zarząd Asseco Poland S.A. z siedzibą w Rzeszowie („Spółka”) w załączeniu podaje do publicznej wiadomości treści uchwał, będących przedmiotem głosowania Nadzwyczajnego Walnego Zgromadzenia Spółki, które odbyło się 15 czerwca 2023 r. w Warszawie.

 

Podstawa prawna:

Zgodnie z § 19 ust. 1 pkt. 6 Rozporządzenia Ministra Finansów z dnia 29 marca 2018 r. (Dz.U. z 2018 r. poz. 757) w sprawie informacji bieżących i okresowych przekazywanych przez emitentów papierów wartościowych oraz warunków uznawania za równoważne informacji wymaganych przepisami prawa państwa niebędącego państwem członkowskim (Dz.U. z 2018 r. poz. 757)

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18/2023

Self-amendment of the Management Board concerning the draft Resolution of the Extraordinary General Meeting of Shareholders of Asseco Poland S.A. convened for June 15, 2023

The Management Board of Asseco Poland S.A. (the "Company"), acting on the basis of art. 399 §1 of the Commercial Companies Code (“the CCC”) and also having regard to § 19 section 1 item 2) of the Regulation of the Minister of Finance on current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state, dated March 29, 2018 (Journal of Laws of 2018, item 757), announces that it adopted a resolution on June 12, 2023 to make the following changes by the way of a self-amendment to draft Resolution No. 5 of the Extraordinary General Meeting of the Company convened for June 15, 2023:

  1. §1 section 1 item 3 of Resolution No. 5 of the Extraordinary General Meeting of Shareholders of Asseco Poland S.A. in its current wording:

"The Management Board is authorized to purchase Own Shares during the period from July 1, 2023 to June 30, 2028, but no longer than until the funds covered by the Buyback Budget are fully exhausted;"

 

receives the following new wording:

"The Management Board is authorized to purchase Own Shares during the period from July 1, 2023 to June 30, 2026, but no longer than until the funds covered by the Buyback Budget are fully exhausted;"

 

  1. in §1 section 1 item 4 of Resolution No. 5 of the Extraordinary General Meeting of Shareholders of Asseco Poland S.A., the provisions of letter c) shall be deleted; therefore, §1 section 1 item 4 shall have the following new wording:

"4. The Company may acquire Own Shares in one or more transactions under the following procedures:

  1. a) transactions carried out through a public invitation or invitations to tender for the sale of Own Shares by all shareholders of the Company;
  2. b) session transactions concluded on the regulated market of the Warsaw Stock Exchange ("WSE") preceded by an announcement of the intention to carry out a share buyback addressed to all shareholders."

 

Attached to this report are the draft resolutions included in the Agenda of the Extraordinary General Meeting of Asseco Poland S.A. convened for June 15, 2023, taking into account the changes indicated above.

 

Legal basis:

In accordance with § 19 section 1 item 2) of the Regulation of the Minister of Finance on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state, dated March 29, 2018 (Journal of Laws of 2018, item 757)

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17/2023

General Meeting of Shareholders of Asseco Poland S.A. - significant shareholders

The Management Board of Asseco Poland S.A. provides a list of shareholders holding at least 5% of votes at the Annual General Meeting held on May 30, 2023 in Warsaw.

  

SHAREHOLDER NUMBER OF VOTES % SHARE OF VOTES REPRESENTED AT THE GMS ON 30.05.2023 % SHARE IN THE TOTAL NUMBER OF VOTES
GÓRAL ADAM 8 083 000 13,03% 9,74%
ALLIANZ POLSKA OTWARTY FUNDUSZ EMERYTALNY 7 449 000 12,01% 8,97%
NATIONALE-NEDERLANDEN OTWARTY FUNDUSZ EMERYTALNY 7 500 000 12,09% 9,04%
OTWARTY FUNDUSZ EMERYTALNY PZU "ZŁOTA JESIEŃ" 3 314 900 5,34% 3,99%
CYFROWY POLSAT S.A. 19 047 373 30,71% 22,95%

 

 

Legal basis:

In accordance with § 70 section 3 of the Act of July 29, 2005 on public offering and the conditions for introducing financial instruments to the organized trading system and on public companies (Journal of Laws 2005, no. 184, item 1539)

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16/2023

Resolutions passed by the General Meeting of Shareholders of Asseco Poland S.A. on May 30, 2023

The Management Board of Asseco Poland S.A. seated in Rzeszów ("Asseco") discloses in public the resolutions and documents subject to voting of the General Meeting of Shareholders of Asseco that was held on May 30, 2023 in Warsaw.

 

 

Legal Basis:

Pursuant to § 19 section. 1 pt. 6 of the Regulation of the Minister of Finance dated March 29, 2018. (Journal of Laws 2018. pos. 757) on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognized as equivalent (Journal of Laws 2018. pos. 757)

 

Attachments:

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15/2023

Adoption by the General Meeting of a resolution on a dividend payment

The Management Board of Asseco Poland S.A. (the “Company”) announces that the Annual General Meeting of the Company held on May 25, 2022 adopted a resolution on the distribution of the net profit generated by Asseco Poland S.A. in the fiscal year 2022 and a dividend payment.

The General Meeting of Shareholders of Asseco Poland S.A. seated in Rzeszów (hereinafter referred to as the "Company"), acting pursuant to the provisions of art. 395 §2 item 2), art. 348 § 3, § 4 i § 5 of the Commercial Companies Code and pursuant to §12 section 4 item 2) of the Company's Articles of Association, resolves that:

  1. The net profit earned in the financial year 2022 in the amount of PLN 340 565 674.41 (three hundred and forty million, five hundred and sixty five thousand, six hundred and seventy four zlotys 41/100) shall be distributed as follows:
  2. a) to allocate a portion of the net profit for the financial year 2022 in the amount of PLN 290 501 060.50 (two hundred and ninety million, five hundred and one thousand and sixty zlotys, 50/100) for distribution to the Shareholders, i.e. to pay out a dividend of PLN 3.50 per share,
  3. b) the remaining part of the net profit for the financial year 2022 in the amount of PLN 50 064 613.91 (in words: fifty million sixty four thousand six hundred thirteen zlotys 91/100) to be allocated to supplementary capital.
  4. The record date is set for June 19, 2023 and the dividend payment date for June 28, 2023.

 

 

Legal Basis:

Pursuant to § 19 section 2 of the Regulation of the Minister of Finance on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state dated March 29, 2018. (Journal of Laws 2018. pos. 757)

 

 

 

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14/2023

Convening the Extraordinary Meeting of Shareholders of Asseco Poland S.A.

 

The Management Board of Asseco Poland S.A. (the "Company"), acting on the basis of art. 399 § 1 and art. 4021 of the Polish Commercial Companies Code (the “CCC”) and with regard to § 19 section 1 items 1) and 2) of the Regulation of the Minister of Finance of March 29, 2018 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757), is hereby convening the Extraordinary Meeting of Shareholders of Asseco Poland (the "Extraordinary Meeting of Shareholders") on June 15, 2023. It is to be held at 10.00 a.m. at Asseco Poland's Office in Warsaw, 13 Branickiego Street, (02-972 Warsaw).

The Management Board attaches the following documents:

1. Announcement on convening the General Meeting of Shareholders of the Company together with Appendix 1 to the Announcement.

2. Draft resolutions with justification.

 

All information and documents concerning the General Meeting of Shareholders will be made available on the Company's website at https://inwestor.asseco.com/en/about-asseco/corporate-governance, in the GSM section.

Legal basis:

In accordance with § 19 sect. 1 items 1) and 2) of the Regulation of the Minister of Finance on current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent information required under the laws of a non-member state of March 29, 2018 (Journal of Laws of 2018, item 757)

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13/2023

Notification of change of share in total number of votes at General Meeting of Shareholders of Asseco Poland S.A.

The Management Board of Asseco Poland S.A. ("Company") informs that on May 16, 2023 the Company was notified by Powszechne Towarzystwo Emerytalne Allianz Polska S.A. about the change of the share in the total number of votes at the General Meeting of Shareholders of Asseco Poland S.A.

The Company hereby provides the received notification enclosed.

 

Legal basis:

Pursuant to §70 section 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (Journal of Laws 2005, No. 184, item 1539, as amended)

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12/2023

Information on the amount of estimated net result for the first quarter of 2023

The Management Board of Asseco Poland S.A. (the "Company"), based on a preliminary analysis of its financial results, informs that the estimated consolidated net profit attributable to shareholders of the Parent Company of the Asseco Poland Group for the first quarter of 2023 is PLN 108.1 million.

At the same time, the Company cautions that the quoted value is an estimate and is still subject to change.

The final value of the net result will be reported by the Company in its consolidated report for the first quarter of 2023, which will be published on May 24, 2023, according to Regulatory Filing No. 3/2023 dated January 30, 2023.

 

Legal basis:

Article 17 (1) of Regulation No. 596/2014 of the European Parliament and of the Council of the EU of April 16, 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (MAR)

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11/2023

Completion of documentation for the General Meeting of Shareholders convened for May 30, 2023

The Management Board of Asseco Poland S.A. (the "Company"), in addition to its Regulatory Filing No. 10/2023 of May 2, 2023, regarding the convening of the Company's General Meeting of Shareholders to be held on May 30, 2023, provides, as an attachment to this Regulatory Filing, the Remuneration Policy for Members of the Management Board and Supervisory Board of Asseco Poland S.A., which is attached to the draft resolution on the adoption of the amended Remuneration Policy for Members of the Management Board and Supervisory Board of Asseco Poland S.A., the adoption of which constitutes item 14 of the published agenda.

 

Legal basis:

In accordance with § 19 section 1 items 1) and 2) of the Regulation of the Minister of Finance on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state, dated March 29, 2018 (Journal of Laws of 2018, item 757).

10/2023

Convening the General Meeting of Shareholders of Asseco Poland S.A.

The Management Board of Asseco Poland S.A. (the "Company"), acting on the basis of art. 399 § 1 and art. 4021  of the Polish Commercial Companies Code (the “CCC”) and with regard to § 19 items 1-2 of the Regulation of the Minister of Finance of March 29, 2018 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757), is hereby convening the Annual General Meeting of Asseco Poland (the "General Meeting") on May 30, 2023. It is to be held at 12.00 p.m. (noon) at Asseco Poland's Office in Warsaw, 13 Branickiego Street (02-972 Warsaw).

The Management Board attaches the following documents:

  1. Announcement on convening the General Meeting of Shareholders of the Company together with Appendix 1 to the Announcement.
  2. Draft resolutions and documents which are to be the subject of the General Meeting, significant for the resolutions to be adopted, which have not been previously made public (Report on remuneration of Members of Management Board and Supervisory Board with Report of the independent auditor, Remuneration Policy, the Supervisory Board’s Report).

All information and documents concerning the General Meeting of Shareholders will be made available on the Company's website at https://inwestor.asseco.com/en/about-asseco/corporate-governance, in the GSM section.

 

Legal basis:

In accordance with § 19 sect. 1 items 1) and 2) of the Regulation of the Minister of Finance on current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent information required under the laws of a non-member state of March 29, 2018 (Journal of Laws of 2018, item 757)

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9/2023

Recommendation to pay dividend from 2022 profit

The Management Board of Asseco Poland S.A. (“the Company”) hereby informs that on April 18, 2023, at a meeting of the Company's Supervisory Board, the Supervisory Board adopted a resolution on giving a positive opinion on the Management Board's proposal regarding the distribution of net profit earned by the Company in the 2022 fiscal year, including the payment of a dividend to shareholders for 2022 in the amount of PLN 290 501 060.50, (two hundred and ninety million five hundred and one thousand and sixty zlotys 50/100), i.e. PLN 3.50 (three zlotys 50/100) per share.

The final decision on the distribution of the net profit and the payment of the dividend will be made by the Company's Annual General Meeting.

 

Legal basis:
Article 17 of Regulation No. 596/2014 of the European Parliament and of the Council (EU) of April 16, 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (MAR)

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8/2023

Information on the resolution of doubts regarding the consolidation method of the Formula Group in 2023

With reference to Regulatory Filing No. 6/2023 on the auditor's doubts regarding the audit and consolidation method of the Formula Group's results in 2023, the Management Board of Asseco Poland S.A. (hereinafter "the Company") informs that on April 18, 2023, the auditor confirmed the correctness of the method of consolidation of the Formula Group adopted by the Company to date and signed the Audit Report on the Consolidated Financial Statements of the Group.

 

The consolidated financial statements of the Asseco Group for the year ended December 31, 2022 will be published

today.

 

Legal basis:

In accordance with Article 17 (1) of Regulation No. 596/2014 of the European Parliament and of the Council (EU) of April 16, 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (MAR)

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7/2023

Change in the date of publication of the Company's stand-alone annual report and the consolidated annual report of the Asseco Group for 2022

The Management Board of Asseco Poland S.A. (hereinafter referred to as the "Company") informs that the date of publication of the Company's stand-alone annual report and the consolidated annual report of the Asseco Group for 2022, which, according to Regulatory Filing No. 3/2023 dated January 30, 2023, were to be published on March 23, 2023, has been changed.

The new deadline for the Company's stand-alone annual report and the consolidated annual report of the Asseco Group for 2022 is April 18, 2023.

The postponement of the report's publication date is due to the fact that the Management Board needs more time to clarify uncertainties and prepare appropriate disclosures regarding events after the balance sheet date, which the Company announced in Regulatory Filing No. 6/2023 dated March 20, 2023.

At the same time, the Management Board upholds the amount of estimated consolidated net profit attributable to shareholders of the Asseco Group's Parent Company for 2022, published in Regulatory Filing No. 5/2023 dated March 8, 2023.

 

Legal basis:

In accordance with § 80(2) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757, dated April 20, 2018).

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6/2023

Information regarding uncertainties in Formula Group's consolidation method in 2023

The Management Board of Asseco Poland S.A. (hereinafter referred to as the "Company") informs that on March 20, 2023, during a meeting of the Company's Audit Committee, it became aware of the auditor's doubts regarding the audit and consolidation method of the Formula Systems Group's results in 2023.

The doubts, that are currently under in-depth analysis, will be resolved in the future, which the Company will announce in a separate report.

The Management Board's potential decision to change the consolidation method of the Formula Systems Group may have an additional one-time positive impact on the Asseco Group's consolidated net result in 2023.

 

Legal basis:

In accordance with Article 17 (1) of Regulation No. 596/2014 of the European Parliament and of the Council of the EU of April 16, 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (MAR)

 

 

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5/2023

Information on the amount of estimated net profit for 2022

The Management Board of Asseco Poland S.A. (the "Company"), based on a preliminary analysis of its financial results, informs that the estimated consolidated net profit attributable to shareholders of the Parent Company of the Asseco Poland Group for 2022 is PLN 502.5 million, including PLN 126.2 million for the fourth quarter of 2022 alone.

At the same time, the Company cautions that the quoted value is an estimate and may be still subject to change.

The 2022 report of the Asseco Poland Group is being audited by a certified auditor, which may result in an adjustment of the achieved financial results.

The final value of net profit will be reported by the Company in its consolidated report for 2022, which will be published on March 23, 2023, according to Regulatory Filing No 3/2023 dated January 30, 2023.

Legal basis:

Article 17 (1) of Regulation No. 596/2014 of the European Parliament and of the Council of the EU of April 16, 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (MAR)

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4/2023

Notification of change of share in total number of votes at General Meeting of Shareholders of Asseco Poland S.A.

The Management Board of Asseco Poland S.A. ("Company") informs that on February 3, 2023 the Company was notified by Generali Powszechne Towarzystwo Emerytalne S.A. about the change of the share in the total number of votes at the General Meeting of Shareholders of Asseco Poland S.A.

The Company hereby provides the received notification enclosed.

 

Legal basis:

Pursuant to §70 section 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (Journal of Laws 2005, No. 184, item 1539, as amended)

 

 

 

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3/2023

Dates of submitting periodic reports during the year 2023

The Management Board of Asseco Poland S.A. (the "Company") informs that during the year 2023 it will publish its periodic reports on the following dates:

 

Annual reports for the financial year 2022

- Stand-alone annual report                                                                      2023-03-23

- Consolidated annual report                                                                    2023-03-23     

Semi-annual report for the first half of the year 2023

- Consolidated semi-annual report                                                            2023-08-24     

Quarterly reports

- Consolidated quarterly report for Q1                                                      2023-05-24     

- Consolidated quarterly report for Q3                                                      2023-11-23

At the same time, the Company declares that, in accordance with § 62 (1) and (3) of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information provided by issuers of securities and the conditions for recognizing as equivalent information required by the laws of a non-member state (the "Regulation"), it will not publish separate stand-alone quarterly reports and a separate stand-alone semi-annual report. Consolidated quarterly reports and consolidated semi-annual report will include quarterly and semi-annual stand-alone financial statements, respectively.

Furthermore, the Company informs that, pursuant to § 79 (2) of the Regulation, it will not publish the consolidated quarterly report for the fourth quarter of the year 2022 and the consolidated quarterly report for the second quarter of the year 2023.

 

Legal Basis:

Pursuant to § 80 (1) of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757)

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2/2023

Correction of the notification of the change of share in total number of votes at General Meeting of Shareholders of Asseco Poland S.A.

The Management Board of Asseco Poland S.A. ("Company") informs that on January 9, 2023 the Company was notified by Allianz Pension Fund about the correction of the notification regarding the change of the share in the total number of votes at the General Meeting of Shareholders of Asseco Poland S.A.

The Company hereby provides the received correction of the notification enclosed.

 

Legal basis:

Pursuant to §70 section 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (Journal of Laws 2005, No. 184, item 1539, as amended)

 

 

 

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1/2023

Notification of change of share in total number of votes at General Meeting of Shareholders of Asseco Poland S.A.

The Management Board of Asseco Poland S.A. ("Company") informs that on January 5, 2023 the Company was notified by Powszechne Towarzystwo Emerytalne Allianz Polska S.A. about the change of the share in the total number of votes at the General Meeting of Shareholders of Asseco Poland S.A.

The Company hereby provides the received notification enclosed.

 

Legal basis:

Pursuant to §70 section 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (Journal of Laws 2005, No. 184, item 1539, as amended)

 

 

 

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