Notification on transaction under Article 19 MAR
The Management Board of Asseco Business Solutions S.A. informs that on 20 September 2024 it was notified, pursuant to Article 19(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, of transactions involving the Company’s shares from:
- Wojciech Barczentewicz Fundacja Rodzinna w organizacji, an entity closely related to a Company executive;
- Fundacja Rodzinna Rodziny Masłowskich w organizacji, an entity closely related to a Company executive;
- Lizon Fundacja Rodzinna w organizacji, an entity closely related to a Company executive;
- Member of the Management Board Jacek Lisowski.
The notifications were submitted in connection with the sale of the Company’s shares by the persons named above as part of the buy-back procedure carried out by the Company. The Company reported the closure of the buy-back in Current Report No. 22/2024 of 19 September 2024.
Copies of the notifications are attached to this current report.
Legal basis: Article 19(3) of 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 (MAR).
Acquisition of rights carried by own shares in connection with the settlement of the Company’s share buy-back procedure
The Management Board of Asseco Business Solutions S.A. (“Company”), in conjunction with Current Report No. 20/2024 dated 3 September 2024 and Current Report No. 21/2024 dated 17 September 2024 as well as the announced Invitation to Tender for the Sale of Shares in Asseco Business Solutions S.A. (“Invitation”), hereby informs that today (i.e. on 19 September 2024) the tenders for the sale of the Company’s shares under the announced buy-back procedure (“Buy-back”) have been settled.
The Management Board hereby informs that:
The Buy-back was carried out pursuant to Resolution No. 1 of the Company’s Management Board of 3 September 2024 on the commencement and terms of buy-back of the Company’s own shares (“Initiating Resolution”), and in conjunction with Resolution No. 20 of the Ordinary General Meeting of the Company of 27 June 2024 on authorising the Company’s Management Board to purchase own shares and create reserve capital and following the Invitation announced on 3 September 2024.
Following the acceptance of tenders for the sale of the Company’s shares, the Company acquired a total of 600,000 (six hundred thousand) Own Shares of the total nominal value of PLN 3,000,000.00 (three million złotys), representing a 1.7954% share in the Company’s share capital and carrying 600,000 votes at the Company’s General Meeting, which accounts for 1.7954% of the total vote.
The shares were acquired at a uniform price of PLN 60,00 (sixty złotys 00/100) per Own Share, i.e. for the total price of PLN 36,000,000.00 (thirty six million złotys 00/100).
In response to the Invitation, the shareholders submitted tenders for a total of 5,093,876 (five million ninety-three thousand eight hundred and seventy-six) shares of the Company. The Company reduced the submitted tenders proportionally by 88,22%. As a result, the allocation rate of acquired Own Shares amounted to 11.78%.
The transaction was carried out outside the organized trading venue by Santander Bank Polska S.A. – Santander Biuro Maklerskie in Warsaw.
After the settlement of transactions executed following the Invitation, the Company holds a total of 600,000 (six hundred thousand) Own Shares, representing a 1.7954% share in the Company’s share capital and carrying 600,000 votes at the Company’s General Meeting, which constitutes 1.7954% of the total vote. In accordance with Article 364 § 2 of the Polish Code of Commercial Companies and Partnerships, the Company will not exercise its rights attached to Own Shares, except for the rights to dispose of them or to perform actions aimed at preserving these rights.
The purpose of the acquisition of Own Shares is to meet the requirements of the Executive Share Scheme established by Resolution No. 21 of the Company’s Ordinary General Meeting of 27 June 2024 concerning the creation of an Executive Share Scheme for the Members of the Management Board and Company’s key executive persons.
Legal basis:Article 17(1) of 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 (MAR).
Completion of submission of tenders for the purpose of buy-back of the Company’s own shares; information on the number of shares intended for acquisition and the planned date of settlement of the transaction
The Management Board of Asseco Business Solutions S.A. (“Company”), acting pursuant to Resolution No. 1 of the Company’s Management Board of 3 September 2024 on the commencement and terms of buy-back of the Company’s own shares (“Initiating Resolution”), and in conjunction with Resolution No. 20 of the Ordinary General Meeting of the Company of 27 June 2024 on authorising the Company’s Management Board to purchase own shares and create reserve capital, in connection with the Company’s Current Report No. 20/2024 dated 3 September 2024, and the announced Invitation to Tender for the Sale of Shares in Asseco Business Solutions S.A. (“Invitation”), hereby present a summary of the procedure of acceptance of tenders carried out between 6 September and 16 September 2024 in relation to the announced buy-back (“Buy-back”).
The Management Board hereby informs that:
In response to the Invitation, during the tender acceptance period, i.e. between 6 and 16 September 2024, a total of 92 tenders were submitted for a total of 5,093,876 (five million ninety-three thousand eight hundred and seventy-six) shares of the Company, i.e. ordinary bearer shares with a nominal value of PLN 5.00 per share, registered in the securities depository maintained by the National Securities Deposit, ISIN code: PLABS0000018 (“Own Shares”).
Following the acceptance of tenders, the Company will acquire a total of 600,000 (six hundred thousand) of Own Shares. Own Shares will be acquired at a uniform price of PLN 60,00 (sixty złotys 00/100) per Own Share, i.e. for the total price of PLN 36,000,000.00 (thirty six million złotys 00/100). The nominal value of Own Shares is PLN 3,000,000.00 (three million złotys 00/100).
Given that the Invitation envisaged the maximum number of Own Shares to be acquired by the Company at no more than 600,000 (six hundred thousand), and the total number of Company’s shares tendered for sale by the shareholders as part of the Buy-back procedure exceeded the total number of shares intended for acquisition by the Company, the Company reduced the tenderable number of shares proportionally in accordance with the terms provided for in the Invitation. The average reduction ratio was 88.22%. As a result, the allocation rate of Own Shares tendered for acquisition amounted to 11.78%.
The execution and settlement of the transaction of acquisition of Own Shares is scheduled on 19 September 2024. The transaction will be carried out outside the organized trading venue by Santander Bank Polska S.A. – Santander Biuro Maklerskie in Warsaw.
The Company did not hold Own Shares before. After the settlement of transactions executed following the Invitation, the Company will hold a total of 600,000 (six hundred thousand) Own Shares, representing a 1.7954% share in the Company’s share capital and carrying 600,000 votes at the Company’s General Meeting, which constitutes 1.7954% of the total vote. In accordance with Article 364 § 2 of the Polish Code of Commercial Companies and Partnerships, the Company will not exercise its rights attached to Own Shares, except for the rights to dispose of them or to perform actions aimed at preserving these rights.
The purpose of the acquisition of Own Shares is to meet the requirements of the Executive Share Scheme established by Resolution No. 21 of the Company’s Ordinary General Meeting of 27 June 2024 concerning the creation of an Executive Share Scheme for the Members of the Management Board and Company’s key executive persons.
Legal basis: Article 17(1) of 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 (MAR).
Invitation to Tender for the Sale of Shares in Asseco Business Solutions S.A.
The Management Board of Asseco Business Solutions S.A. (“Company”), acting pursuant to Resolution No. 1 of the Management Board of the Company of 3 September 2024 on the commencement and terms of buy-back of the Company’s own shares, and in conjunction with Resolution No. 20 of the Ordinary General Meeting of the Company of 27 June 2024 on authorising the Company’s Management Board to purchase own shares and create reserve capital, hereby announces an invitation to submit tender offers for the sale of shares through an intermediary, under the terms and conditions set out in the Invitation to Tender for the Sale of Shares in Asseco Business Solutions S.A.
The total number of own shares that the Company intends to acquire shall not exceed 600,000 (six hundred thousand) shares in the Company. The shares shall be acquired at a price of PLN 60.00 (sixty złotys 00/100) per share.
The intermediary entity handling the buy-back is: Santander Bank Polska S.A. – Santander Biuro Maklerskie (“Santander”).
Attached to this current report is the full text of the Invitation to Tender for the Sale of Shares in Asseco Business Solutions S.A. It conveys all the necessary information. It will be made available on the Company’s and on Santander’s website.
Legal basis: Article 17(1) of 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 (MAR).
Notification on transaction under Article 19 MAR
The Management Board of Asseco Business Solutions S.A. informs that on 5 August 2024 it was notified, pursuant to Article 19(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, of transactions involving the Company’s shares by Member of the Supervisory Board Romuald Rutkowski.
A copy of the notification is attached to this Current Report.
Legal basis: Article 19(3) of 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 (MAR).
Publication of the consolidated text of the Articles of Association of Asseco Business Solutions S.A.
Relative to Current Report No. 17/2024 dated 26 July 2024, the Management Board of Asseco Business Solutions S.A. (“Asseco BS”) hereby informs that on 29 July 2024 the Supervisory Board of Asseco BS adopted the revised official text of the Company’s Articles of Association. The amendments were made pursuant to Resolution No. 19 of the Ordinary General Meeting of Asseco Business Solutions S.A., held on 27 June 2024, and registered by the District Court Lublin-Wschód in Lublin, seated in Świdnik, 6th Commercial Division of the National Court Register, on 25 July 2024. The new consolidated text of the Articles of Association of Asseco BS is attached to this current report.
Legal basis: In accordance with Article 5(1) and in conjunction with Article 6(4) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, No. 33, item 757).
Registration of amendments to the Company’s Articles
Relative to Current Report No. 9/2024 of 27 June 2024, the Management Board of Asseco Business Solutions S.A. hereby informs that on 26 July 2024 it was advised that on 25 July 2024 the District Court Lublin-Wschód in Lublin, seated in Świdnik, 6th Commercial Division of the National Court Register, registered amendments to the Company’s Articles of Association made pursuant to Resolution No. 19 of the Ordinary General Meeting of Asseco Business Solutions S.A. held on 27 June 2024.
The registered amendment to the Company’s Articles covers the wording of Article 15(1) as follows:
1. Article 15(1) which reads:
“1. The object of the Company’s activity shall be any manufacturing, trading, service, and research and development, particularly in the areas of (in accordance with the Polish Classification of Activities – PKD – equivalent of NACE):
a) Manufacture of paper stationery (17.23.Z),
b) Other printing (18.12.Z),
c) deleted,
d) Service activities related to preparation for print (18.13.Z),
e) Reproduction of recorded media (18.20.Z),
f) Manufacture of electronic components and boards (26.1),
g) Manufacture of computers and peripheral equipment (26.2),
h) Manufacture of communication equipment (26.3),
i) Manufacture of consumer electronics (26.4),
j) Repair of machinery (33.12.Z),
k) Repair of electronic and optical equipment (33.13.Z),
l) Repair of electrical equipment (33.14.Z),
m) Installation of industrial machinery and equipment (33.20.Z),
n) Development of building projects (41.10.Z),
o) Construction of residential and non-residential buildings (41.20.Z),
p) Construction of transmission pipelines and distribution networks (42.21.Z),
q) Construction of utility projects for electricity and telecommunications (42.22.Z),
r) Wholesale and retail trade of cars and vans (45.11.Z),
s) Wholesale and retail trade of other vehicles, excluding motorcycles (46.14.Z),
t) Agents involved in the sale of machinery, industrial equipment, ships and aircraft (46.14.Z),
u) Agents involved in the sale of variety of goods (46.19.Z),
v) Wholesale of computers, computer peripheral equipment and software (46.51.Z),
w) Wholesale of electronic and telecommunications equipment and parts (46.52.Z),
x) Wholesale of office furniture (46.65.Z),
y) Wholesale of other office machinery and equipment (46.66.Z),
z) Wholesale of other machinery and equipment (46.69.Z),
aa) Non-specialised wholesale trade (46.90.Z),
bb) Retail sale of computers, peripheral units and software in specialized stores (47.41.Z),
cc) Retail sale of telecommunications equipment in specialized stores (47.42.Z),
dd) Retail sale of audio and video equipment in specialized stores (47.43.Z),
ee) Retail sale of furniture, lighting equipment and other household articles in specialised stores (47.59.Z),
ff) Retail sale of second-hand goods in specialized stores (47.79.Z),
gg) Retail sale via mail order houses or via Internet (47.91.Z),
hh) Other retail sale not in stores, stalls or markets (47.99.Z),
ii) Warehousing and storage (52.10.B),
jj) Book publishing (58.11.Z),
kk) Publishing of directories and mailing lists (e.g. address, telephones) (58.12.Z),
ll) Publishing of newspapers (58.13.Z),
mm) Publishing of journals and periodicals (58.14.Z),
nn) Other publishing activities (58.19.Z),
oo) Other software publishing (58.29.Z),
pp) Sound recording and music publishing activities (59.20.Z),
qq) Radio broadcasting (60.10.Z),
rr) Television programming and broadcasting activities (60.20.Z),
ss) Wired telecommunications activities (61.10.Z),
tt) Wireless telecommunications activities, excluding satellite telecommunications (61.20.Z),
uu) Satellite telecommunications activities (61.30.Z),
vv) Other telecommunications activities (61.90.Z),
ww) Computer programming activities (62.01.Z),
xx) Computer consultancy activities (62.02.Z),
yy) Computer facilities management activities (62.03.Z),
zz) Other information technology and computer service activities (62.09.Z),
aaa) Data processing, hosting and related activities (63.11.Z),
bbb) Web portals (63.12.Z),
ccc) Financial leasing (64.91.Z),
ddd) Buying and selling of own real estate (68.10.Z),
eee) Renting and operating of own or leased real estate (68.20.Z),
fff) Management of real estate on a fee or contract basis (68.32.Z),
ggg) Activities of head offices and holding companies, excluding financial holding companies (70.10),
hhh) Business and other management consultancy activities (70.22.Z),
iii) Other research and experimental development on natural sciences and engineering (72.19),
jjj) Renting and leasing of cars and vans (77.11.Z),
kkk) Renting and leasing of trucks, excluding motorcycles (77.12.Z),
lll) Renting of video tapes and disks (77.22.Z),
mmm) Renting and leasing of office machinery and equipment (including computers) (77.33.Z),
nnn) Renting and leasing of other machinery, equipment and tangible goods n.e.c. (77.39.Z),
ooo) Leasing of intellectual property and similar products, except copyrighted works, excluding copyrighted works (77.40.Z),
ppp) Combined facilities support activities (81.10.Z),
qqq) Office administrative and support activities (82.1),
rrr) Other education n.e.c. (85.59.B),
sss) Educational support activities (85.60.Z),
ttt) Repair of computers and peripheral equipment (95.11.Z),
uuu) Repair of communication equipment (95.12.Z),
vvv) Other personal service activities n.e.c. (96.09.Z).”
shall read as follows:
“1. The object of the Company’s activity shall be any manufacturing, trading, service, and research and development, particularly in the areas of (in accordance with the Polish Classification of Activities – PKD – equivalent of NACE):
1) Manufacture of paper stationery (17.23.Z),
2) Other printing (18.12.Z),
3) Service activities related to preparation for print (18.13.Z),
4) Reproduction of recorded media (18.20.Z),
5) Manufacture of electronic components and boards (26.1),
6) Manufacture of computers and peripheral equipment (26.2),
7) Manufacture of communication equipment (26.3),
8) Manufacture of consumer electronics (26.4),
9) Repair of machinery (33.12.Z),
10) Repair of electronic and optical equipment (33.13.Z),
11) Repair of electrical equipment (33.14.Z),
12) Installation of industrial machinery and equipment (33.20.Z),
13) Development of building projects (41.10.Z),
14) Construction of residential and non-residential buildings (41.20.Z),
15) Construction of transmission pipelines and distribution networks (42.21.Z),
16) Construction of utility projects for electricity and telecommunications (42.22.Z),
17) Wholesale and retail trade of cars and vans (45.11.Z),
18) Wholesale and retail trade of other vehicles, excluding motorcycles (46.14.Z),
19) Agents involved in the sale of machinery, industrial equipment, ships and aircraft (46.14.Z),
20) Agents involved in the sale of variety of goods (46.19.Z),
21) Wholesale of computers, computer peripheral equipment and software (46.51.Z),
22) Wholesale of electronic and telecommunications equipment and parts (46.52.Z),
23) Wholesale of office furniture (46.65.Z),
24) Wholesale of other office machinery and equipment (46.66.Z),
25) Wholesale of other machinery and equipment (46.69.Z),
26) Non-specialised wholesale trade (46.90.Z),
27) Retail sale of computers, peripheral units and software in specialized stores (47.41.Z),
28) Retail sale of telecommunications equipment in specialized stores (47.42.Z),
29) Retail sale of audio and video equipment in specialized stores (47.43.Z),
30) Retail sale of furniture, lighting equipment and other household articles in specialised stores (47.59.Z),
31) Retail sale of second-hand goods in specialized stores (47.79.Z),
32) Retail sale via mail order houses or via Internet (47.91.Z),
33) Other retail sale not in stores, stalls or markets (47.99.Z),
34) Warehousing and storage (52.10.B),
35) Book publishing (58.11.Z),
36) Publishing of directories and mailing lists (e.g. address, telephones) (58.12.Z),
37) Publishing of newspapers (58.13.Z),
38) Publishing of journals and periodicals (58.14.Z),
39) Other publishing activities (58.19.Z),
40) Other software publishing (58.29.Z),
41) Sound recording and music publishing activities (59.20.Z),
42) Radio broadcasting (60.10.Z),
43) Television programming and broadcasting activities (60.20.Z),
44) Wired telecommunications activities (61.10.Z),
45) Wireless telecommunications activities, excluding satellite telecommunications (61.20.Z),
46) Satellite telecommunications activities (61.30.Z),
47) Other telecommunications activities (61.90.Z),
48) Computer programming activities (62.01.Z),
49) Computer consultancy activities (62.02.Z),
50) Computer facilities management activities (62.03.Z),
51) Other information technology and computer service activities (62.09.Z),
52) Data processing, hosting and related activities (63.11.Z),
53) Web portals (63.12.Z),
54) Financial leasing (64.91.Z),
55) Buying and selling of own real estate (68.10.Z),
56) Renting and operating of own or leased real estate (68.20.Z),
57) Management of real estate on a fee or contract basis (68.32.Z),
58) Activities of head offices and holding companies, excluding financial holding companies (70.10.Z),
59) Business and other management consultancy activities (70.22.Z),
60) Other research and experimental development on natural sciences and engineering (72.19),
61) Renting and leasing of cars and vans (77.11.Z),
62) Renting and leasing of trucks, excluding motorcycles (77.12.Z),
63) Renting of video tapes and disks (77.22.Z),
64) Renting and leasing of office machinery and equipment (including computers) (77.33.Z),
65) Renting and leasing of other machinery, equipment and tangible goods n.e.c. (77.39.Z),
66) Leasing of intellectual property and similar products, except copyrighted works, excluding copyrighted works (77.40.Z),
67) Combined facilities support activities (81.10.Z),
68) Office administrative and support activities (82.1),
69) Other education n.e.c. (85.59.B),
70) Educational support activities (85.60.Z),
71) Repair of computers and peripheral equipment (95.11.Z),
72) Repair of communication equipment (95.12.Z),
73) Other personal service activities n.e.c. (96.09.Z),
74) Production of electricity (35.11.Z),
75) Trade of electricity (35.14.Z).’
Legal basis: In accordance with Article 5(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, No. 33, item 757).
List of shareholders representing more than 5% of votes at the Extraordinary General Meeting of Asseco Business Solutions S.A.
The Management Board of Asseco Business Solutions S.A. announces that at the Extraordinary General Meeting of the Company held on 25 July 2024 the following shareholders exercised their right to vote the shares representing more than 5% of votes:
- ASSECO ENTERPRISE SOLUTIONS a.s. exercised the right to vote 15,528,570 shares representing 64.07% of the votes present at the Extraordinary General Meeting, which accounted for 46.47% of the total number of votes.
- GENERALI OTWARTY FUNDUSZ EMERYTALNY exercised the right to vote 3,360,531 shares representing 13.87% of the votes present at the Ordinary General Meeting, which accounted for 10.06% of the total number of votes.
- ALLIANZ POLSKA OTWARTY FUNDUSZ EMERYTALNY exercised the right to vote 4,521,436 shares representing 18.66% of the votes present at the Extraordinary General Meeting, which accounted for 13.53% of the total number of votes.
Out of the total number of 33,418,193 shares of the Company, 24,236,329 shares were represented at the Ordinary General Meeting of Asseco Business Solutions S.A. One share confers the right to one vote.
Legal basis: Article 70(3) of the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments into organized trade and on public companies (Journal of Laws of 2005, No. 184, item 1539).
Appointment of Member of the Supervisory Board of Asseco Business Solutions S.A.
The Management Board of Asseco Business Solutions S.A. announces that the Extraordinary General Meeting of Asseco Business Solutions S.A. held on 25 July 2024 in Lublin appointed Mr Tomasz Stankiewicz as Member of the Supervisory Board to supplement the composition of the Supervisory Board for the current term beginning on 31 May 2022. The appointment becomes effective as from 25 July 2024.
Tomasz Stankiewicz
Tomasz Stankiewicz’s career path has always been related to activities in the capital market. He has more than 25 years of experience in company analysis and valuation, investing in stock markets and team measurement. He earned his degree at the Kraków University of Economics. He started as a stock analyst at the Brokerage House of Bank Ochrony Środowiska S.A. (1997-1999) and continued at Generali Powszechne Towarzystwo Emerytalne S.A. (1999-2005). Between 2005 and 2017, Stankiewicz worked at MetLife Powszechne Towarzystwo Emerytalne S.A. as: Chief Analyst, Stock Portfolio Manager and, from 2012 to 2017, Member of the Management Board and Head of the Investment Department, also supervising the Finance Department. The rates of return achieved by MetLife Otwarty Fundusz Emerytalny during this period were among the highest of all open pension funds in Poland, both over the 10-year-long time horizon and over shorter periods. From 2017 to 2020, he worked at Towarzystwo Funduszy Inwestycyjnych PZU S.A. as Director of the Stock Market Office. He was in charge of the restructuring and management of equity held by investment funds and led analyst and equity portfolio management teams. Since 2021, he has been an independent Member of the Supervisory Board and Audit Committee at Wawel S.A. He also invests in capital markets on his own.
Mr Tomasz Stankiewicz does not carry out economic operations that are competitive with Asseco Business Solutions S.A.; he does not do any competitive business as a partner in a civil partnership, a partnership or as a member of a body of a capital company; nor does he participate in any other competitive legal entity as a member of its body.
Mr Tomasz Stankiewicz has not been entered in the register of insolvent debtors maintained under the Act on the National Court Register.
Legal basis: In accordance with Article 5(5) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, No. 33, item 757).
Resolutions adopted by the Extraordinary General Meeting of Asseco Business Solutions S.A. on 25 July 2024.
The Management Board of Asseco Business Solutions S.A. makes public the content of resolutions adopted by the Extraordinary General Meeting of the Company on 25 July 2024 in Lublin. The resolutions adopted by the Extraordinary General Meeting of Asseco Business Solutions S.A. on 25 July 2024 are attached to this Current Report.
Legal basis: In accordance with Article 19(1)(6) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, item 757).
Information about a candidate to the Supervisory Board of Asseco Business Solutions S.A.
Relative to the Extraordinary General Meeting of Asseco Business Solutions Spółka Akcyjna, having its registered office in Lublin (“Asseco BS”) convened on 25 July 2024, the Management Board of Asseco BS, acting in accordance with the Code of Best Practice of WSE Listed Companies 2021 and affording the Shareholders an opportunity to learn about candidates for members of the Supervisory Board of Asseco BS, hereby informs that the shareholder Generali Otwarty Fundusz Emerytalny proposed Mr Tomasz Stankiewicz as a candidate for Member of the Supervisory Board of Asseco BS. In accordance with the candidate’s declarations submitted with the proposal, Mr Tomasz Stankiewicz agreed to act as Member of the Supervisory Board of Asseco BS, meets the requirements imposed on independent members of the Supervisory Board, and there are no obstacles for him to perform as a Supervisory Board Member.
The candidate’s CV is attached to this Current Report.
Legal basis: Article 19(1)(2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state.
Announcement of the Management Board of Asseco Business Solutions S.A. on convening an Extraordinary General Meeting
The Management Board of Asseco Business Solutions S.A., having its registered office in Lublin at ul. Konrada Wallenroda 4C, 20-607 Lublin, registered in the Companies’ Register at District Court Lublin-East, seated in Świdnik, VI Economic Department of the National Court Register, under KRS no.: 0000028257 (“Company”), under Article 399(1) of the Code of Commercial Companies and Partnerships and having regard to Article 19(1)(1) and (2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, item 757), convenes on the 25th day of July 2024 an Extraordinary General Meeting of the Company (“General Meeting”), to be held at 11:00 a.m. in the Company’s seat in Lublin, at ul. Spokojna 2, 20-074 Lublin.
Attachments to this report:
- Announcement of the Management Board of Asseco Business Solutions S.A. on convening the Extraordinary General Meeting on 25 July 2024.
- Draft resolutions of the Extraordinary General Meeting of Asseco Business Solutions S.A. to be convened on 25 July 2024 with justification.
All information and documents regarding the General Meeting will be made available on the Company’s website at www.assecobs.pl under the tab: Investor / General Meeting.
Legal basis: In accordance with Article 19(1)(1) and (2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, No. 33, item 757).
List of shareholders representing more than 5% of votes at the Ordinary General Meeting of Asseco Business Solutions S.A.
The Management Board of Asseco Business Solutions S.A. announces that at the Ordinary General Meeting of the Company held on 27 June 2024 the following shareholders exercised their right to vote the shares representing more than 5% of votes:
- ASSECO ENTERPRISE SOLUTIONS a.s. exercised the right to vote 15,528,570 shares representing 61.93% of the votes present at the Ordinary General Meeting, which accounted for 46.47% of the total number of votes.
- NATIONALE-NEDERLANDEN OTWARTY FUNDUSZ EMERYTALNY exercised the right to vote 1,649,879 shares representing 6.58% of the votes present at the Ordinary General Meeting, which accounted for 4.94% of the total number of votes.
- GENERALI OTWARTY FUNDUSZ EMERYTALNY exercised the right to vote 3,360,531 shares representing 13.40% of the votes present at the Ordinary General Meeting, which accounted for 10.06% of the total number of votes.
- ALLIANZ POLSKA OTWARTY FUNDUSZ EMERYTALNY exercised the right to vote 4,528,357 shares representing 18.06% of the votes present at the Ordinary General Meeting, which accounted for 13.55% of the total number of votes.
Out of the total number of 33,418,193 shares of the Company, 25,074,118 shares were represented at the Ordinary General Meeting of Asseco Business Solutions S.A. One share confers the right to one vote.
Legal basis: Article 70(3) of the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments into organized trade and on public companies (Journal of Laws of 2005, No. 184, item 1539).
Adoption by the Ordinary General Meeting of Asseco Business Solutions S.A. of a resolution on the payment of dividend
The Management Board of Asseco Business Solutions S.A. informs of the adoption by the Ordinary General Meeting of the Company on 27 June 2024 of the resolution on the distribution of profit and payment of dividend.
The Ordinary General Meeting of Asseco Business Solutions SA, acting pursuant to Article 395(2)(2) of the Code of Commercial Companies and Partnerships and Article 12(5)(2) of the Articles of Association, resolves that:
the net profit generated by the Company in the financial year 2023 of PLN 95,030,198.22 (ninety five million thirty thousand one hundred and ninety eight 22/100) be distributed as follows:
- part of the net profit for the financial year 2023 in the amount of PLN 86,887,301.80 (eighty six million eight hundred and eighty seven thousand three hundred and one złotys 80/100) to be distributed among the Company’s shareholders as the dividend in the amount of PLN 2.60 (two złotys 60/100) per share;
- the reminder of the net profit for the financial year 2023 in the amount of PLN 8,142,896.42 (eight million one hundred and forty two thousand eight hundred and ninety six złotys 42/100) be allocated to supplementary capital.
The Ordinary General Meeting of Asseco Business Solutions S.A. sets the dividend date to 5 July 2024 and the dividend payment date to 16 July 2024.
Legal basis: Article 19(2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, item 757).
Resolutions adopted by the Ordinary General Meeting of Asseco Business Solutions S.A. on 27 June 2024
The Management Board of Asseco Business Solutions S.A. makes public the content of resolutions adopted by the Ordinary General Meeting of the Company held on 27 June 2024 in Lublin. The resolutions adopted by the Ordinary General Meeting of Asseco Business Solutions S.A. on 27 June 2024 are attached to this current report.
Legal basis: In accordance with Article 19(1)(6) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, item 757).
Resignation of a Member of the Supervisory Board of Asseco Business Solutions S.A.
The Management Board of Asseco Business Solutions S.A. announces that on 25 June 2024 it was notified of the resignation of Mr Artur Osuchowski as Member of the Supervisory Board of the Company. The resignation becomes effective from 25 June 2024. Mr Osuchowski’s resignation is due to his intention to pursue another professional career that would render his effective performance as Member of the Supervisory Board of the Company impossible.
Legal basis: In accordance with Article 5(4) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, item 757).
Notification on transaction under Article 19 MAR
The Management Board of Asseco Business Solutions S.A. informs that on 18 June 2024 it was notified, pursuant to Article 19(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, of transactions involving the Company’s shares by
- President of the Management Board Wojciech Barczentewicz and
- Wojciech Barczentewicz Fundacja Rodzinna w organizacji, an entity closely related to a Company executive.
Copies of the notifications are attached to this current report.
Legal basis: Article 19(3) of 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 (MAR).
Notification on transaction under Article 19 MAR
The Management Board of Asseco Business Solutions S.A. informs that on 17 June 2024 it was notified, pursuant to Article 19(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, of transactions involving the Company’s shares by:
- Member of the Management Board Mariusz Lizon and
- Lizon Fundacja Rodzinna w organizacji, an entity closely related to a Company executive.
Copies of the notifications are attached to this current report.
Legal basis: Article 19(3) of 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 (MAR).
Notification on transaction under Article 19 MAR
The Management Board of Asseco Business Solutions S.A. informs that on 13 June 2024 it was notified, pursuant to Article 19(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, of transactions involving the Company shares by:
- Vice-president of the Management Board Piotr Masłowski and
- Fundacja Rodzinna Rodziny Masłowskich w organizacji, an entity closely related to a Company executive. Copies of the notifications are attached to this current report.
Legal basis: Article 19(3) of 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 (MAR).
Announcement of the Management Board of Asseco Business Solutions S.A. on convening the Ordinary General Meeting
The Management Board of Asseco Business Solutions S.A., having its registered office in Lublin at ul. Konrada Wallenroda 4C, 20-607 Lublin, registered in the Companies’ Register at District Court Lublin-East, seated in Świdnik, VI Economic Department of the National Court Register, under KRS no.: 0000028257 (“Company”), under Article 399(1) of the Code of Commercial Companies and Partnerships and having regard to Article 19(1)(1) and (2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, item 757), convenes on the 27th day of June 2024 an Ordinary General Meeting of the Company (“General Meeting”), to be held at 11:00 a.m. in the Company’s seat in Lublin, at ul. Spokojna 2, 20-074 Lublin.
Attachments to this report:
- Announcement of the Management Board of Asseco Business Solutions S.A. on convening the Ordinary General Meeting on 27 June 2024.
- Draft resolutions of the Ordinary General Meeting of Asseco Business Solutions S.A. convened on 27 June 2024 with justifications and appendixes (including: The Remuneration Policy for the Management Board and Supervisory Board of Asseco Business Solutions S.A.).
and documents to be discussed at the General Meeting and relevant to the adopted resolutions, which have not been made public previously: - Annual Report of the Supervisory Board for 2023,
- Report on the Remuneration of Members of the Management Board and Supervisory Board of Asseco Business Solutions S.A. for 2023,
- Statutory Auditor’s Report on the Review of the Report on Remuneration.
All information and documents regarding the General Meeting will be made available on the Company’s website at www.assecobs.pl under the tab: Investor / General Meeting
Legal basis: In accordance with Article 19(1)(1) and (2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, No. 33, item 757).
Information on publication of the Non-financial Statement of the Asseco Group on the website of Asseco Business Solutions S.A.
Relative to the publication by Asseco Poland S.A. of the Statement of the Asseco Group on Non-Financial Information for 2023, in accordance with Article 69(5) of the Accounting Act, the Management Board of Asseco Business Solutions S.A. informs that the said statement has been published at www.assecobs.pl in the Investor Relations tab.
Interim Reports – Asseco Business Solutions (assecobs.pl)
Legal basis: In accordance with Article 5(11) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, No. 33, item 757).
Recommendation of the Management Board of Asseco Business Solutions S.A. regarding the payment of dividend
The Management Board of Asseco Business Solutions S.A., having its registered office in Lublin (“Company”) announces that on 29 February 2024 the Supervisory Board of the Company adopted, in accordance with the recommendation of the Management Board put forward at the meeting of the Company’s Supervisory Board, a resolution on recommending to the General Meeting of the Company that the Company shareholders be paid a dividend of PLN 2.60 (two złotys 60/100) per one share of Asseco Business Solutions S.A. Part of the net profit for the financial year 2023 allocated to the dividend shall be PLN 86,887,301.80 (eighty six million eight hundred and eighty seven thousand three hundred and one złotys 80/100). The Supervisory Board, following the recommendation of the Management Board, proposes that the reminder of the net profit for the financial year 2023 in the amount of PLN 8,142,896.42 (eight million one hundred and forty two thousand eight hundred and ninety six złotys 42/100) be allocated to supplementary capital.
Legal basis: Article 17(1) of 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 (MAR).
Dates of publication of periodic reports in 2024
The Management Board of Asseco Business Solutions S.A. announces the following fixed dates for publication of periodic reports in 2024.
Annual Report for 2023
Separate annual report: 29 Feb 2024
Semi-annual report for 1H 2024
Separate semi-annual report: 1 Aug 2024
Quarterly reports
Separate quarterly report for Q1 2024: 25 Apr 2024
Separate quarterly report for Q3 2024: 25 Oct 2024
Legal basis: In accordance with Article 80(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognition as equivalent of the information required by the laws of a non-member state (Journal of Laws of 2018, No. 33, item 757).