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 31 May 2023 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 62.55% of the votes present at the Ordinary General Meeting, which accounted for 46.47% of the total number of votes.
- ALLIANZ POLSKA OTWARTY FUNDUSZ EMERYTALNY exercised the right to vote 4,563,457 shares representing 18.38% of the votes present at the Ordinary General Meeting, which accounted for 13.65% of the total number of votes.
- NNLIFE OTWARTY FUNDUSZ EMERYTALNY exercised the right to vote 3,560,531 shares representing 14.34% of the votes present at the Ordinary General Meeting, which accounted for 10.65% of the total number of votes.
Out of the total number of 33,418,193 shares of the Company, 24.824.750 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 31 May 2023 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 of PLN 85,285,940.27 (eighty five million two hundred and eighty five thousand nine hundred and forty złotys 27/100) earned by the Company in the financial year 2022 be distributed as follows:
- part of the net profit for the financial year 2022 in the amount of PLN 76,861,843.90 (seventy six million eight hundred and sixty one thousand eight hundred and forty three złotys 90/100) to be distributed among the Company’s shareholders as dividend at PLN 2.30 (two złotys 30/100) per share;
- the reminder of the net profit for the financial year 2022 in the amount of PLN 8,424,096.37 (eight million four hundred and twenty four thousand and ninety six złotys 37/100) be allocated to supplementary capital.
The Ordinary General Meeting of Asseco Business Solutions S.A. sets the dividend date to 9 June 2023 and the dividend payment date to 21 June 2023.
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. convened on 31 May 2023
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 31 May 2023 in Lublin. The resolutions adopted by the Ordinary General Meeting of Asseco Business Solutions S.A. on 31 May 2023 are attached to this current report.
Legal basis: 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).
Change in the number of votes held
The Management Board of Asseco Business Solutions S.A. (“Company”) announces that on 16 May 2023 Powszechne Towarzystwo Emerytalne Allianz Polska S.A. (managing Allianz Polska Otwarty Fundusz Emerytalny (“Allianz OFE”) notified it, pursuant to Article 69 in conjunction with Article 87(1)(2b) of the Act on public offer and conditions for introducing financial instruments to the organised trading system, and on public companies, that, within Article 69(1) of the Act of 28 August 1997 on the Organization and Operation of Retirement Funds (Journal of Laws of 2022, item 2342, as amended), as a result of liquidation of Drugi Allianz Polska Otwarty Fundusz Emerytalny (“Drugi Allianz OFE”) by the transfer of its assets to Allianz OFE, effective from 12 May 2023, the share in the total number of votes of Asseco Business Solutions S.A. held by Allianz OFE was over 10%.
Before the liquidation of Drugi Allianz OFE, the total balance of shares of the Company held by Allianz OFE and Drugi Allianz OFE was 4,563,457, which accounted for a total of 13.66% of the share capital of the Company and gave the right to exercise 4,563,457 votes, representing 13.66% of the total number votes at the General Meeting.
After the liquidation of Drugi Allianz OFE, Allianz OFE held 4,563,457 shares representing 13.66% of the share capital of the Company and exercised voting rights from 4,563,457 shares representing 13.66% of the total number of votes at the General Meeting.
At the same time, Powszechne Towarzystwo Emerytalne Allianz Polska S.A., which manages Allianz OFE, informs that:
- it has no subsidiaries holding the Company’s shares,
- the situation referred to in Article 69(4)(6) of the aforesaid law does not take place,
- it does not hold financial instruments referred to in Article 69b(1)(1) and (2) of the same law.
Legal basis: Article 70(1) of the Act of 29 July 2005 Act on Public Offer and Conditions for Introducing Financial Instruments to the Organised Trading System, and on Public Companies. (Journal of Laws of 2005, No. 184, item 1539 as amended).
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 31st day of May 2023 an Ordinary General Meeting of the Company (“General Meeting”), to be held at 12:30 p.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 31 May 2023.
- Draft resolutions of the Ordinary General Meeting of Asseco Business Solutions S.A. convened on 31 May 2023 and documents to be submitted for review and discussion at the Ordinary General Meeting and relevant to the adopted resolutions but not made public before:
- Annual Report of the Supervisory Board for 2022,
- Report on the Remuneration of Members of the Management Board and Supervisory Board of Asseco Business Solutions S.A. for 2022,
- 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).
- Announcement of the Management Board of Asseco Business Solutions S.A. on convening the Ordinary General Meeting
- Draft Resolutions of the General Meeting
- Annual Report of the Supervisory Board of Asseco Business Solutions S.A. for the Financial Year 2022
- Report of the Supervisory Board of Asseco Business Solutions S.A. seated in Lublin on the Remuneration of Members of the Management Board and Supervisory Board for 2022
- Independent Statutory Auditor’s Report on the Assurance Engagement Concerning the Evaluation of the Remuneration Report
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 Non-financial Statement of the Asseco Group for 2022, in accordance with Article 69(5) of the Accounting Act, the Management Board of Asseco Business Solutions S.A. informs that the said report has been published at www.assecobs.pl in the Investor Relations tab.
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).
Appointment of Members of the Management Board of Asseco Business Solutions
The Management Board of Asseco Business Solutions S.A., having its registered office in Lublin (“Company”) informs that the Supervisory Board of the Company, at its meeting held on 28 March 2023, appointed, effective from 1 April 2023, the following persons as Members of the Management Board of the Company for the period the current, joint term of office 2019-2023 (ending on 31 December 2023):
- Mrs Renata Łukasik
- Mr Jacek Lisowski
- Mr Rafał Mróz
Personal bios of the appointed Members of the Management Board are attached to this current report.
According to statements submitted by the appointed Members of the Management Board, none of them runs a business activity that can be considered competitive to that of Asseco Business Solutions S.A.; is a member or partner in a competitive partnership, civil partnership or company with share capital; or participates in another competitive legal entity as a member of its executive body. In addition, none of the appointed Members of the Management Board is listed in the Individual Insolvency Register as provided in 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).
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 1 March 2023 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 2.30 (two złotys 30/100) per one share of Asseco Business Solutions S.A. Part of the net profit for the financial year 2022 allocated to the dividend shall be PLN 76,861,843.90 (seventy six million eight hundred and sixty one thousand eight hundred and forty three 90/100). The Supervisory Board, following the recommendation of the Management Board, proposes that the reminder of the net profit for the financial year 2022 in the amount of PLN 8,424,096.37 (eight million four hundred and twenty four thousand and ninety six złotys 37/100) 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).
Change in the number of votes held
Current Report No. 3/2023 dated 06/02/2023
The Management Board of Asseco Business Solutions S.A. (“Company”) announces that on 3 February 2023 Generali Powszechne Towarzystwo Emerytalne S.A. (“Generali”), managing Generali Otwarty Fundusz Emerytalny (“Generali OFE”) and Generali Dobrowolny Fundusz Emerytalny (“Generali DFE”)), notified it, pursuant to Article 69 in conjunction with Article 87(1)(2b) of the Act on public offer and conditions for introducing financial instruments to the organised trading system, and on public companies (“Act”), of exceeding 10% of the total number of votes in the Company.
Generali, managing Generali OFE and Generali DFE, informed that as a result of assuming the management of NNLife Otwarty Fundusz Emerytalny (“NNLife OFE”) and NNLife Dobrowolny Fundusz Emerytalny (“NNLife DFE”) effective from 1 February 2023, pursuant to Article 66(1) and (6) and Article 68 of the Act of 28 August 1997 on the organization and operation of pension funds (Journal of Laws of 2022, item 2342, as amended), the share in the share capital and in the total number of votes of Asseco Business Solutions S.A. on the accounts of: Generali OFE, Generali DFE, NNLife OFE and NNlife DFE (jointly “Funds”) had exceeded the threshold of 10%.
Before assuming the management:
In total, Generali OFE and Generali DFE held 0 shares in the Company, which represented 0.00% of the share capital of the Company, and 0 votes at the General Meeting of Shareholders, which represented 0.00% of the total number of votes.
Cumulatively, NNLife OFE and NNLife DFE held 3,560,531 shares in the Company, which accounted for 10.65% of the share capital of the Company, and 3,560,531 votes at the General Meeting of Shareholders, which accounted for 10.65% of the total number of votes.
After assuming the management:
In total, Generali OFE, Generali DFE, NNLife OFE and NNLife DFE hold 3,560,531 shares in the Company, which represents 10.65% of the share capital of the Company, and 3,560,531 votes at the General Meeting of Shareholders, which represents 10.65% of the total number of votes.
NNLife OFE and NNLife OFE holds 3,560,531 shares in the Company, which accounts for 10.65% of the share capital of the Company, and 3,560,531 votes at the General Meeting of Shareholders, which accounts for 10.65% of the total number of votes.
At the same time, Generali announced that:
- there were no subsidiaries of the Funds holding shares in the Company, and there were no persons referred to in Article 87(1)(3)(c) of the Act,
- the number of votes carried by shares, calculated as provided in Article 69b(2) of the Act, which the Funds would be entitled or obliged to acquire as holders of the instruments referred to in Article 69b(1)(1) of the Act and the instruments referred to in Article 69b(1)(2) of the Act, which are not exercised solely by cash settlement, equalled zero,
- the number of votes carried by shares, calculated as provided in Article 69b(3) of the Act, to which the instruments under Article 69b(1)(2) of the Act refer to, equalled zero,
- the total number of votes exercised by the Funds, calculated as provided in Article 69(4)(9) of the Act, amounted to 3,560,531, which represents 10.56% of the total number of votes at the General Meeting of Shareholders.
Legal basis: Article 70(1) of the Act of 29 July 2005 Act on Public Offer and Conditions for Introducing Financial Instruments to the Organised Trading System, and on Public Companies. (Journal of Laws of 2005, No. 184, item 1539 as amended).
Dates of publication of periodic reports in 2023
Current Report No. 2/2023 dated 18/01/2023
The Management Board of Asseco Business Solutions S.A. announces fixed dates for publication of periodic reports in 2023.
Annual Report for 2022
Separate annual report – 01/03/2023
Semi-annual report for 1H 2023
Separate semi-annual report – 03/08/2023
Quarterly reports
Separate quarterly report for Q1 2023 – 27/04/2023
Separate quarterly financial statements for Q3 2023: 26/10/2023
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).
Change in the number of votes held
Current Report No. 1/2023 dated 09/01/2023
The Management Board of Asseco Business Solutions S.A. (“Company”) announces that on 5 January 2023 Powszechne Towarzystwo Emerytalne Allianz Polska S.A. (managing Allianz Polska Otwarty Fundusz Emerytalny (“Allianz OFE”, managing Allianz Polska Dobrowolny Fundusz Emerytalny (“Allianz DFE”)), notified it, pursuant to Article 69 in conjunction with Article 87(1)(2b) of the Act on public offer and conditions for introducing financial instruments to the organised trading system, and on public companies, of exceeding 10% of the total number of votes in the Company.
Powszechne Towarzystwo Emerytalne Allianz Polska S.A., jointly managing Allianz OFE, Allianz DFE, and Drugi Allianz OFE, informed that as a result of merger with Aviva Powszechne Towarzystwo Emerytalne Aviva Santander Spółka Akcyjna, managing Drugi Allianz Polska Otwarty Fundusz Emerytalny (“Drugi Allianz OFE”), pursuant to Article 67 of the Act of 28 August 1997 on the Organization and Operation of Pension Funds (Journal of Laws of 2020, item 105, as amended; “Law on Pension Funds”) and Article 492 § 1(1) of the Code of Commercial Companies and Partnerships, the share of Powszechne Towarzystwo Emerytalne Allianz Polska S.A. in the share capital and in the total number of votes in the Company held by Allianz OFE, Allianz DFE, and Drugi Allianz OFE has increased above 10%.
Before the merger:
In total, Allianz OFE and Allianz DFE held 504,608 shares representing 1.51% of the share capital of the Company, and exercised voting rights from 504,608 shares representing 1.51% of the total number of votes at the General Meeting of the Company. Drugi Allianz OFE held 4,062,977 shares representing 12.16% of the share capital of the Company and exercises voting rights from 4,062,977 shares representing 12.16% of the total number of votes at the General Meeting of the Company.
After the merger:
In total, Allianz OFE and Allianz DFE holds 4,567,585 shares representing 13.67% of the share capital of the Company and exercise voting rights from 4,567,585 shares representing 13.67% of the total number of votes at the General Meeting of the Company.
At the same time, Powszechne Towarzystwo Emerytalne Allianz Polska S.A., jointly managing Allianz OFE, Allianz DFE, and Drugi Allianz OFE, announced that:
- it had no subsidiaries holding the Company’s shares,
- the situation referred to in Article 69(4)(6) of the aforesaid law,
- it did not hold financial instruments referred to in Article 69b(1)(1) and (2) of the same law.
Legal basis: Article 70(1) of the Act of 29 July 2005 on Public Offer and Conditions for Introducing Financial Instruments to the Organised Trading System, and on Public Companies. (Journal of Laws of 2005, No. 184, item 1539 as amended).