Asseco Poland - Investor Relation Centre

Rzeszów, 15 May 2012

The Management Board of Asseco Poland S.A. (the "Company") informs that the Company's Supervisory Board, during its meeting held on 14 May 2012, adopted a resolution on choosing a certified auditor in order to carry out audits of the Company's separate and consolidated financial statements for the year 2012, which shall include a review of the semi-annual separate financial statements of Asseco Poland S.A. and the semi annual consolidated financial statements of the Asseco Poland Group for the first half of 2012, as well as an audit of the annual separate financial statements of Asseco Poland S.A. and the annual consolidated financial statements of the Asseco Poland Group for the year 2012. 

The Supervisory Board chose Ernst & Young Audit Sp. z o.o. seated at 1 Rondo ONZ Str., Warsaw, entered in the register of entrepreneurs of the National Court Register maintained by the District Court of the Capital City of Warsaw, XIX Commercial Department of the National Court Register, under the number KRS 6468. This firm is included in the list of entities authorized to audit financial statements under the number 130. Ernst & Young Audit is one of the leading auditing and consulting companies worldwide.

Asseco Poland S.A. has already used services of Ernst & Young Audit Sp. z o.o., which included: the audits of pro forma consolidated financial statements in the mergers of Asseco Poland S.A. with Softbank S.A., Asseco Poland S.A. with Prokom Software S.A., and Asseco Poland S.A. with ABG S.A.; as well as the audits of separate financial statements of Asseco Poland S.A. and consolidated financial statements of the Asseco Poland Group for the years 2007, 2008, 2009, 2010, and 2011.

The entity authorized to audit financial statements has been chosen in accordance with the applicable regulations and professional standards.

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

Rzeszów, 14 May 2012

The Management Board of Asseco Poland S.A. (the "Company") informs that on 14 May 2012 the Company's Supervisory Board passed a resolution on approving the consolidated text of the Company's Articles of Association reflecting the amendments thereto as adopted by the Company's Ordinary General Meeting of Shareholders that was held on 25 April 2012.

The resolution shall come into force on the date of its adoption, with legal effect from the date when the District Court in Rzeszów, XII Commercial Department of the National Court Register, makes registration of Resolution no. 39 that was passed by the Ordinary General Meeting of Shareholders of Asseco Poland S.A. on 25 April 2012.

The consolidated text of the Articles of Association is attached to this current report.

Legal basis:
Article 38 section 1 item 2 b) of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

Rzeszów, 14 May 2012

The Management Board of Asseco Poland S.A. (the "Company") informs that on 14 May 2012 the Company received a letter of resignation from Mrs. Renata Bojdo resigning as Vice President of the Management Board of Asseco Poland S.A. with effect from 1 June 2012. Furthermore, the Management Board informs that the Company's Supervisory Board, during its meeting held on 14 May 2012, appointed Mr. Rafał Kozłowski to serve as Member and Vice President of the Company's Management Board over the five-year joint term of office running from 2011 to 2016.

Mr. Rafał Kozłowski will take the position of Vice President as of 1 June 2012 and will perform the duties of Chief Financial Officer of the Asseco Poland Group, overseeing the finances of companies incorporated within the Group.

Mrs. Renata Bojdo shall continue to act as Chief Financial Officer of the Company, being responsible for its financial management.

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

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

Since May 2008, he served as Vice President of Asseco South Eastern Europe S.A. responsible for the company's financial management. Mr. Rafał Kozłowski was directly involved in the acquisitions of companies incorporated within the holding of Asseco South Eastern Europe, as well as in the holding's IPO process at the Warsaw Stock Exchange. He has filed a resignation from the position of the Management Board Member at Asseco South Eastern Europe S.A., with effect from 31 May 2012. Mr. Rafał Kozłowski does not conduct any business activities competitive to Asseco Poland S.A. and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity other that Asseco South Eastern Europe S.A.

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

Legal basis:
Article 5 sect. 1 items 21 and 22 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

Rzeszów, 10 May 2012

Asseco Poland S.A. with its registered seat at 14 Olchowa St., 35-322 Rzeszów, entered in the register of entrepreneurs under the number 0000033391 by the District Court in Rzeszów, XII Commercial Department of the National Court Register, having VAT number 522-000-37-82, statistical identification number (REGON) 010334578, and fully paid-up share capital of PLN 77,565,530.00, in connection with the tender offer to acquire 100% of shares in Sygnity S.A. announced on 22 February 2012 (the "Tender Offer"), hereby informs that the deadline for the acceptance of tenders to sell shares under the Tender Offer has been extended till 25 May 2012.
The tender acceptance period has been extended as the condition specified in item 24 of the Tender Offer term sheet has not been fulfilled till 9 May 2012 (legal basis: art. §5 sect. 2 in conjunction with art. §7 sect. 5 of the Regulation of the Minister of Finance of 19 October 2005 pertaining to the form of tender offers for the acquisition or exchange of shares in public companies, specific rules applying to their announcement, and terms of the acquisition of shares under such tender offers (Journal of Laws of 2005 No. 207, item 1729, as amended), and items 11 and 24 of the Tender Offer term sheet).
Therefore, the new schedule of the Tender Offer shall be as follows:
Date of the Tender Offer announcement: 22 February 2012
Opening date for the acceptance of tenders: 12 March 2012
Closing date for the acceptance of tenders: 25 May 2012
Planned date of concluding the transaction on the WSE: 30 May 2012
Planned date of the transaction settlement: 4 June 2012

Legal basis:
Article 56 section 1 item 1 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)

Rzeszów, 7 May 2012

The Management Board of Asseco Poland S.A. with the seat in Rzeszów ("Asseco") once again discloses in public the resolutions passed by the Ordinary General Meeting of Shareholders of Asseco held on 25 April 2012 in Warsaw, supplemented with Appendices No. 1 and 2 to Resolution No. 39 of the Ordinary General Meeting of Shareholders, which have not been attached with the current report published on 25 April 2012.

Appendice No. 1

Appendice No. 2

Legal basis:
Article 38 section 1 item 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

Rzeszów, 27 April 2012

The Management Board of Asseco Poland S.A. discloses in public the list of shareholders who exercised at least 5% of the total votes at the Company's Ordinary General Meeting of Shareholders which was held in Warsaw on 25 April 2012.

 
Legal basis:
Article 70 section 3 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)

Rzeszów, 25 April 2012

The Management Board of Asseco Poland S.A. (the "Company") informs that on 25 April 2012 the Company's Ordinary General Meeting of Shareholders passed a resolution on distribution of the net profit generated by Asseco Poland S.A. for the financial year 2011 and payment of a dividend.

The Ordinary General Meeting of Shareholders of Asseco Poland S.A. seated in Rzeszów, acting on the basis of art. 395 § 2 item 2) of the Polish Commercial Companies Code as well as according to § 12 sect. 4 item 2) of the Company's Articles of Association, resolved that the net profit for the year 2011 in the amount of PLN 315,339,353.43 (three hundred and fifteen million three hundred and thirty-nine thousand three hundred and fifty-three zlotys and 43/100) shall be distributed as follows:

1/ PLN 169,868,510.70 (one hundred and sixty-nine million eight hundred and sixty-eight thousand five hundred and ten zlotys and 70/100) shall be distributed to the Company's Shareholders as payment of a dividend amounting to PLN 2.19 (two zlotys and 19/100) per share;

2/ PLN 145,470,842.73 (one hundred and forty-five million four hundred and seventy thousand eight hundred and forty-two zlotys and 73/100) shall be allocated to the Company’s reserve capital.

The Company's General Meeting established that the dividend right shall be acquired on 17 May 2012; whereas, the dividend payment shall be made on 1 June 2012.

Under the Detailed Rules of Operation of the National Depository for Securities, its Direct Participants (Brokerage Offices) are obliged to submit to the Issuer, within four business days of the dividend right date, a “list of names of foreign entities which are not natural persons, including those which, on the basis of applicable regulations (…) shall be exempt from income tax on dividend income, or which are obliged to pay the said tax at a rate different than the basic rate”, along with appropriate documents confirming the right not to withhold such income tax or to apply a tax rate different than the basic rate, i.e. tax residency certificates and, as of 2011, statements determined by the amended Corporate Income Tax Act of 15 February 1992.

Legal basis:
Article 38 sect. 2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

Rzeszów, 25 April 2012

The Management Board of Asseco Poland S.A. with the seat in Rzeszów ("Asseco") discloses in public the resolutions passed by the Ordinary General Meeting of Shareholders of Asseco that was held on 25 April 2012 in Warsaw.

RESOLUTIONS

Legal basis:
Article 38 section 1 item 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

Rzeszów, 10 April 2012

Asseco Poland S.A. with its registered seat at 14 Olchowa St., 35-322 Rzeszów, entered in the register of entrepreneurs under the number 0000033391 by the District Court in Rzeszów, XII Commercial Department of the National Court Register, having VAT number 522-000-37-82, statistical identification number REGON 010334578, and fully paid-up share capital of PLN 77,565,530.00, in connection with the tender offer to acquire 100% of shares in Sygnity S.A. announced on 22 February 2012 (the "Tender Offer"), hereby informs that the deadline for the acceptance of tenders to sell shares under the Tender Offer has been extended till 10 May 2012.

The tender acceptance period has been extended as the condition specified in item 24 of the Tender Offer term sheet has not been fulfilled till 9 April 2012 (legal basis: art. 5 sect. 2 in conjunction with art. 7 sect. 5 of the Regulation of the Minister of Finance of 19 October 2005 pertaining to the form of tender offers for the acquisition or exchange of shares in public companies, specific rules applying to their announcement, and terms of the acquisition of shares under such tender offers (Journal of Laws of 2005 No. 207, item 1729, as amended), and items 11 and 24 of the Tender Offer term sheet).
Therefore, the new schedule of the Tender Offer shall be as follows:

Date of the Tender Offer announcement: 22 February 2012
Opening date for the acceptance of tenders: 12 March 2012
Closing date for the acceptance of tenders: 10 May 2012
Planned date of concluding the transaction on the WSE: 15 May 2012
Planned date of the transaction settlement: 18 May 2012

Legal basis:
Article 56 section 1 item 1 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)

Rzeszów, 6 April 2012

The Management Board of Asseco Poland S.A. (the "Company") informs that on 5 April 2012 the agreements to purchase shares in Centrum Komputerowe ZETO S.A. with registered seat at 136 Narutowicza St., 90-146 Łódź, Poland ("ZETO"), entered in the National Court Register under the number 0000117869, with the share capital amounting to PLN 2,149,700, became effective. The Company signed a total of 108 share purchase agreements with natural person shareholders ("Shareholders") of Centrum Komputerowe ZETO S.A.

The Company acquired 42,940 Shares held by Shareholders, representing a 99.84% voting interest and a 99.87% equity interest in ZETO.  The total purchase price amounted to PLN 42,473,941 (in words: forty-two million, four hundred and seventy-three thousand, nine hundred and forty-one zlotys 00/100) ("Shares").

Share purchase agreements have been concluded with each Shareholder separately, upon fulfilment of all the conditions, about which the Company informed in its current report no. 36/2011 of 9 December 2011.

Legal basis:
Article 56 section 1 item 1 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)

Rzeszów, 29 March 2012

The Management Board of Asseco Poland S.A. (the "Company"), acting on the basis of art. 399 §1 of the Commercial Companies Code and with regard to §38 items 1-3 of the Regulation of the Minister of Finance regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259), hereby convenes the Ordinary General Meeting of Shareholders (the "General Meeting") to be held on 25 April 2012 at 12:00 noon at the Marriott Hotel in Warsaw, 65/79 Jerozolimskie Av.

Enclosures:
Announcement of the convening of the General Meeting
Draft resolutions of the General Meeting

Legal basis:
Article 38 sect. 1 item 1-3 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

Rzeszów, 28 March 2012

The Management Board of Asseco Poland S.A. ("Asseco") informs that the Supervisory Board of Asseco, during its meeting held on 28 March 2012, gave a positive opinion on the Management Board's request to recommend that the General Meeting of Shareholders of Asseco approves payment of a dividend for the financial year 2011 in the amount of PLN 2.19 (in words: two zlotys and 19/100) per one share of Asseco.

Hence, the amount of net profit to be distributed as dividend shall be PLN 169,868,510.70 (in words: one hundred and sixty-nine million eight hundred and sixty-eight thousand five hundred and ten zlotys and 70/100).

Legal basis:
Article 38 sect. 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

Rzeszów, 28 March 2012

 
The Management Board of Asseco Poland S.A. presents the enclosed list of all the information required under art. 56 sect. 1 of the Act on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies, which information was disclosed to public by Asseco Poland S.A. during the year 2011.

The full contents of such information are available on our website www.asseco.pl in the Investor Relations section.

Attachment

Legal basis:
Article 65 sect. 3 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)

Rzeszów, 20 March 2012

The Management Board of Asseco Poland S.A. ("Asseco") informs that on 20 March 2012 it adopted a resolution to recommend that the General Meeting of Shareholders approves payment of a dividend for the financial year 2011 in the amount of PLN 2.19 (in words: two zlotys and 19/100) per one share of Asseco.

Hence, the total amount of net profit to be distributed as dividend shall amount to PLN 169,868,510.70 (in words: one hundred and sixty-nine million eight hundred and sixty-eight thousand five hundred and ten zlotys and 70/100).

Legal basis:
Article 38 sect. 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be published by issuers of securities and conditions for recognizing as equivalent the information required by laws of non-EU member states (Journal of Laws of 2009 No. 33, item 259)

Rzeszów, 14 March 2012

The Office of Competition and Consumer Protection gives consent to the acquisition of shares in Centrum Komputerowe ZETO S.A.

The Management Board of Asseco Poland S.A. (the "Company") informs that on 14 March 2012 the Company received a decision of the Polish Office of Competition and Consumer Protection, dated 5 March 2012, approving a business concentration through the acquisition of shares in Centrum Komputerowe ZETO S.A. (ZETO) by the Company.

The Company, in its current report no. 36/2011 of 9 December 2011, has already informed about the ZETO shareholders' intention to sell their 42,943 shares representing a 99.88% voting interest and the same equity interest in ZETO, as well as about the signing of a conditional term sheet between the Company and ZETO shareholders.
Obtaining the OCCP's approval was one of the conditions precedent for the conclusion of agreements to acquire shares in ZETO.

Legal basis:
Article 56 section 1 item 1 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)

Rzeszów, 22 February 2012

The Management Board of Asseco Poland S.A. with its registered seat at 14 Olchowa St., 35-322 Rzeszów, entered in the register of entrepreneurs under the number 0000033391 by the District Court in Rzeszów, XII Commercial Department of the National Court Register, having VAT number 522-000-37-82 and fully paid-up share capital of PLN 77,565,530 (the "Company"), informs that on 22 February 2012 the Company announced a tender offer to acquire 100% of outstanding shares in Sygnity S.A. with its registered seat at 180 Jerozolimskie Av., 02-486 Warsaw, entered in the register of entrepreneurs under the number 0000008162 by the District Court of the Capital City of Warsaw, XIII Commercial Department of the National Court Register, having VAT number 586-000-52-93 and fully paid-up share capital of PLN 11,886,242 ("Sygnity"). The full description of the tender offer is presented in the enclosure.

The tender offer aims at further development of the Asseco Group. The Company’s Management Board believes that entering into cooperation with Sygnity would help strengthen the Asseco Group’s market position in the sectors of banking, public administration, power industry, and enterprises. Consequently, the Asseco Group would enhance its ability to compete with the world’s largest IT players.

The Company’s Management Board has announced the tender offer being fully confident that this transaction would have a positive impact on the professional development of Sygnity’s employees. The exchange of know-how and the ability to work within international business divisions of the Asseco Group would both provide great opportunities for long-term careers of the professional teams of Sygnity.

Asseco Poland S.A., in its historical development involving among others the consolidation of the information technology market, has repeatedly demonstrated it is capable of highly effective utilization of professional resources of companies incorporated into the Group. Owing to the successful implementation of such strategy, Asseco holds a leading position in the domestic IT market, and ranks seventh among the largest European software vendors according to the Truffle100 ranking.

 Attachment

Legal basis:
Article 56 section 1 item 1 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)

Rzeszów, 9 February 2012

The Management Board of Asseco Poland S.A. (the "Company"), with reference to the current report no. 17/2011 on election of the Supervisory Board for the new term of office spanning from 2012 to 2016, hereby informs that the Supervisory Board, at its meeting held on 9 February 2012, passed resolutions to appoint Mr. Jacek Duch as Chairman of the Supervisory Board and Mr. Adam Noga as Vice Chairman of the Supervisory Board.  
Furthermore, the Supervisory Board passed a resolution on election of the Audit Committee in the following composition: Adam Noga – Chairman of the Audit Committee, Jacek Duch and Artur Kucharski – Members of the Audit Committee.

Legal basis:
Article 5 section 1 item 22 of the Regulation of the Minister of Finance of 19 February 2009 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 2009 No. 33, item 259)

Rzeszów, 13 January 2012

The Management Board of Asseco Poland S.A. (the "Company") informs that on 12 January 2012 the Company was notified by ING Open-End Pension Fund ("ING Pension Fund") that, as a result of disposal of the Company's shares conducted on the Warsaw Stock Exchange and accounted for on 9 January 2012, ING Pension Fund's voting interest in the Company dropped below 5%.

Before the above-mentioned disposal ING Pension Fund held 3,888,515 shares in Asseco Poland, which represented 5.01% of the Company's share capital and entitled to 3,888,515 votes or 5.01% of the total number of votes at the Company's General Meeting of Shareholders.

As at 12 January 2012, the securities account of ING Pension Fund shows 3,860,257 of Asseco Poland shares, constituting a 4.98% stake in the Company's share capital. These shares carry 3,860,257 voting rights at the Company's General Meeting of Shareholders, representing 4.98% of the total number of votes.

Legal basis:
Article 70 sect. 3 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)

Rzeszów, 5 January 2012

The Management Board of Asseco Poland S.A. (the "Company") announces that on 5 January 2012 the Company was notified by Aviva BZ WBK Open-End Pension Fund (hereinafter "Aviva Pension Fund") that, as a result of acquisitions of Asseco Poland shares effected on 29 December 2011, Aviva Pension Fund increased its voting interest in the Company by at least 2% up from 10.08% of the total number of votes previously held in the Company (as informed in the current report no. 74/2010 of 18 December 2010).

Before the above-mentioned transactions, as at 2 January 2012, Aviva Pension Fund held 9,334,498 shares in Asseco Poland S.A., which represented 12.03% of the Company's share capital (outstanding shares) and entitled to 9,334,498 votes or 12.03% of the total number of votes at the Company's General Meeting of Shareholders.

Following execution and settlement of the above-mentioned transactions, this is as at 3 January 2012, Aviva OFE held 9,384,498 shares in Asseco Poland S.A., which represented 12.10% of the Company's share capital (outstanding shares) and entitled to 9,384,498 votes or 12.10% voting interest at the Company's General Meeting of Shareholders.

Legal basis:
Article 70 sect. 3 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)

Rzeszów, 4 January 2012

The Management Board of Asseco Poland S.A. ("Company") informs that during the year 2012 the Company will publish its financial reports on the following dates:

Annual reports for the year 2011
Separate Annual Report                 16 March 2012 
Consolidated Annual Report         16 March 2012 

 
Semi-annual report for the 1st half of 2012
Extended Consolidated Semi-Annual Report               24 August 2012 

Quarterly reports
Extended Consolidated Quarterly Report for Q1 2012               11 May 2012
Extended Consolidated Quarterly Report for Q3 2012               14 November 2012

In accordance with § 83 sections 1 and 3 of the Regulation regarding current and periodic information, the Company informs that the consolidated quarterly reports and consolidated semi-annual report will also contain separate quarterly financial information and separate semi-annual condensed financial statements, respectively.

Pursuant to §102 sect. 1 of the above stated Regulation, the Company will not publish any consolidated quarterly report for the 4th quarter of 2011; whereas, pursuant to §101 sect. 2 of the Regulation, the Company will not publish any consolidated quarterly report for the 2nd quarter of 2012.

Legal basis:
Article 103 sect. 1 of the Regulation of the Minister of Finance of 19 February 2009 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 2009 No. 33, item 259)