AGM Information • Jun 22, 2023
AGM Information
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The Ordinary General Meeting of Asseco South Eastern Europe S.A. with its registered seat in Rzeszów (the "Company") acting on the basis of Article 409 § 1 of the Commercial Companies Codes decides in a secret ballot to elect Mr Kamil Sebastian Hamelusz to the Chairman of the Ordinary General Meeting of the Company.
The Resolution shall become effective upon adoption."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09 % of the Company's share capital, with 40.005.104 votes "for", 0 votes "against" and 0 votes "withheld".
The Ordinary General Meeting of Asseco South Eastern Europe S.A. with its registered seat in Rzeszów (the "Company") decides to accept the following agenda of the meeting:
The Resolution shall become effective upon adoption."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09% of the Company's share capital, with 40.005.104 votes "for", 0 votes "against" and 0 votes " withheld".
The Ordinary General Meeting of Asseco South Eastern Europe S.A. with its registered seat in Rzeszów (the "Company"), acting on the basis of Article 395 § 2 point 1) of the Commercial Companies Code and on the basis of § 12 section 4 point 1) of the Company's Statute, after consideration, approves the Management Board Report on Operations of the Company and the Capital Group of Asseco South Eastern Europe for financial year 2022.
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09 % of the Company's share capital, with 40.004.268 votes "for", 0 votes "against" and 836 votes " withheld".
The Ordinary General Meeting of Asseco South Eastern Europe S.A. with its registered seat in Rzeszów (the "Company"), acting on the basis of 395 § 2 point 1) of the Commercial Companies Code and on the basis of § 12 section 4 point 1) of the Company's Statute, after consideration, approves the Financial Statement of the company Asseco South Eastern Europe S.A., including financial highlights, income statement, statement of comprehensive income, statement of financial position, statement of changes in the Company's equity, statement of cash flows as well as supplementary information and explanatory notes for the financial year 2022.
§2
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09% of the Company's share capital, with 40.004.268 votes "for", 0 votes "against" and 836 votes " withheld".
§1
The Ordinary General Meeting of Asseco South Eastern Europe S.A. with its registered seat in Rzeszów (the "Company"), acting on the basis of Article 395 § 5 point of the Commercial Companies Code after consideration, approves the Financial Statement of the Capital Group Asseco South Eastern Europe including financial highlights, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in the Company's equity, consolidated statement of cash flows as well as supplementary information and explanatory notes for the financial year 2022.
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09% of the Company's share capital, with 40.004.268 votes "for", 0 votes "against" and 836 votes " withheld".
The Ordinary General Meeting of Asseco South Eastern Europe S.A. with its registered seat in Rzeszów (the "Company"), acting on the basis of Article 395 § 2 point 2) and Article 396 § 1 of the Commercial Companies Code and on the basis of the provision of § 12 section 4 point 2) of the Company's Statute, resolves to distribute the profit for the financial year 2022 in the amount of PLN 71 210 496,01 (in words: seventy one million, two hundred ten thousand, four hundred and ninety six 1/100 PLN) as follows:
a) the amount of PLN 5 696 839,68 (in words: five million, six hundred ninety-six thousand, eight hundred and thirty-nine 68/100 PLN) will be allocated to increase the supplementary capital,
b) the amount of PLN 65 513 656,33 (in words: sixty-five million, five hundred and thirteen thousand, six hundred and fifty-six 33/100 PLN) will be allocated for distribution between all shareholders of the Company.
In addition, the Ordinary General Meeting resolves to additionally allocate the amount of PLN 10 251 950,13 (in words: ten million, two hundred and fifty-one thousand, nine hundred and fifty 13/100 PLN) for the payment of dividends to be distributed among all shareholders of the Company, being part of the funds of the reserve capital created from the net profit of the Company by Resolution No. 7 of the Ordinary General Meeting of the Company dated March 31, 2016.
In total, the Ordinary General Meeting resolves to allocate for distribution to all shareholders of the Company both from the net profit for the 2022 financial year and from part of the reserve capital, the amount of PLN 75 765 606,46 (in words: seventy five million, seven hundred and sixty five thousand, six hundred and six 46/100 PLN), i.e. to pay a dividend of PLN 1,46 (in words: one zloty 46/100) per share of the Company.
The General Meeting of the company Asseco South Eastern Europe S.A. with the registered office in Rzeszow, acting on the basis of 348 § 4 of the Commercial Companies Code and on the basis of § 12 section 4 point 2) of the Company's Statute sets the date for determining the right to dividend for 30 June 2023 and sets the date of payment of dividend for 13 July 2023.
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09 % of the Company's share capital, with 40.005.104 votes "for", 0 votes "against" and 0 votes " withheld".
§1
The Ordinary General Meeting of Asseco South Eastern Europe S.A. with its registered seat in Rzeszów (the "Company"), acting pursuant to Article 395 § 2 point 3) Commercial Companies Code and on the basis of § 12 section 4 point 3) of the Statute of the Company, acknowledges the fulfillment of duties of the President of the Management Board of the Company, Mr. Piotr Jeleński, in the financial year 2022.
§2
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09 % of the Company's share capital, with 40.004.268 votes "for", 0 votes "against" and 836 votes " withheld".
The Ordinary General Meeting of Asseco South Eastern Europe S.A. with its registered seat in Rzeszów (the "Company")acting pursuant to Article 395 § 2 point 3) Commercial Companies Code and on the basis of § 12 section 4 point 3) of the Statute of the Company, acknowledges the fulfillment of duties of the Member of the Management Board of the Company, Mr. Miljan Mališ, in the financial year 2022.
§2
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09% of the Company's share capital, with 40.004.268 votes "for", 0 votes "against" and 836 votes " withheld".
The Ordinary General Meeting of Asseco South Eastern Europe S.A. with its registered seat in Rzeszów (the "Company"), acting pursuant to Article 395 § 2 point 3) Commercial Companies Code and on the basis of § 12 section 4 point 3) of the Statute of the Company, acknowledges the fulfillment of duties of the Member of the Management Board of the Company, Mr. Kostadin Slavkoski, in the financial year 2022.
§2
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09% of the Company's share capital, with 40.004.268 votes "for", 0 votes "against" and 836 votes " withheld".
The Ordinary General Meeting of Asseco South Eastern Europe S.A. with its registered seat in Rzeszów (the "Company"), acting pursuant to Article 395 § 2 point 3) Commercial Companies Code and on the basis of § 12 section 4 point 3) of the Statute of the Company, acknowledges the fulfillment of duties of the Member of the Management Board of the Company, Mr. Michał Nitka, in the financial year 2022.
§2
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09% of the Company's share capital, with 40.004.268 votes "for", 0 votes "against" and 836 votes " withheld".
"RESOLUTION NO. 11 OF THE ORDINARY GENERAL MEETING of Asseco South Eastern Europe S.A. with the registered office in Rzeszow dated 22nd of June 2023 on acknowledgement of the fulfillment of duties of the Member
The Ordinary General Meeting of Asseco South Eastern Europe S.A. with its registered seat in Rzeszów (the "Company"), acting pursuant to Article 395 § 2 point 3) Commercial Companies Code and on the basis of § 12 section 4 point 3) of the Statute of the Company, acknowledges the fulfillment of duties of the Member of the Supervisory Board of the Company, Mr Jozef Klein, in the financial year 2022.
§2
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09% of the Company's share capital, with 40.003.339 votes "for", 929 votes "against" and 836 votes " withheld".
§1
The Ordinary General Meeting of Asseco South Eastern Europe SA with the registered seat in Rzeszow, acting pursuant to Article 395 § 2 point 3) Commercial Companies Code and on the basis of § 12 section 4 point 3) of the Statute of the Company, acknowledges the fulfillment of duties of the Member of the Supervisory Board of the Company, Mr. Adam Góral, in the financial year 2022.
§2
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09% of the Company's share capital, with 40.003.339 votes "for", 929 votes "against" and 836 votes " withheld".
§1
The Ordinary General Meeting of Asseco South Eastern Europe SA with the registered seat in Rzeszow, acting pursuant to Article 395 § 2 point 3) Commercial Companies Code and on the basis of § 12 section 4 point 3) of the Statute of the Company, acknowledges the fulfillment of duties of the Member of the Supervisory Board of the Company, Mr. Jacek Duch, in the financial year 2022.
§2
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09% of the Company's share capital, with 40.003.339 votes "for", 929 votes "against" and 836 votes " withheld".
"RESOLUTION NO. 14 OF THE ORDINARY GENERAL MEETING of Asseco South Eastern Europe S.A. with the registered office in Rzeszow dated 22nd of June 2023 on acknowledgement of the fulfillment of duties of the Member
The Ordinary General Meeting of Asseco South Eastern Europe SA with the registered seat in Rzeszow, acting pursuant to Article 395 § 2 point 3) Commercial Companies Code and on the basis of § 12 section 4 point 3) of the Statute of the Company, acknowledges the fulfillment of duties of the Member of the Supervisory Board of the Company, Mr. Artur Kucharski, in the financial year 2022.
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09% of the Company's share capital, with 40.003.339 votes "for", 929 votes "against" and 836 votes " withheld".
§1
The Ordinary General Meeting of Asseco South Eastern Europe S.A. with the registered seat in Rzeszow (Company), acting pursuant to Article 395 § 2 point 3) Commercial Companies Code and on the basis of § 12 section 4 point 3) of the Statute of the Company, acknowledges the fulfillment of duties of the Member of the Supervisory Board of the Company, Mr. Adam Pawłowicz, in the financial year 2022.
§2
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09% of the Company's share capital, with 40.003.339 votes "for", 929 votes "against" and 836 votes " withheld".
The Ordinary General Meeting of Asseco South Eastern Europe SA with the registered seat in Rzeszow, acting pursuant to the provision of Article 90g section 6 of the Act dated 29 July 2005 on Public Offer and Financial Instruments Act, hereby resolves to issue a positive opinion on the Report on Remuneration of Members of the Management Board and Supervisory Board of Asseco Poland S.A. for the year 2022. Report on Remuneration of Members of the Management Board and Supervisory Board of Asseco Poland S.A. for the year 2022 is set out in the Appendix no 1 to this Resolution.
The Resolution shall become effective as of the date hereof."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09 % of the Company's share capital, with 39.782.065 votes "for", 223.039 votes "against" and 0 votes " withheld".
The Ordinary General Meeting of Asseco South Eastern Europe S.A. with the registered seat in Rzeszow, acting pursuant to Article 430 § 1 Commercial Companies Code and on the basis of § 12 section 4 point 8) of the Statute of the Company, decides to amend the Articles of Association of the Company, so that:
"The Supervisory Board is appointed and dismissed by the General Meeting of Shareholders.",
"Resolutions of the Supervisory Board may be adopted if all its members have been notified in writing of the date and place of the meeting, at least one week before the meeting, and at least half of them are present at the meeting.",
7) the content of the existing provision of §13 section 12 point 16 is amended by making it read as follows:
" Approval for the Company's borrowing or lending of money or the assumption of other monetary obligations in excess of 5% (five percent) of the Company's share capital in one or a series of related transactions or the equivalent amount in other currencies, which has not been provided for in the Company's financial and business plans approved in accordance with the Articles of Association",
8) the content of the existing provision of §13 section 12 point 18 is amended by making it read as follows:
"Approval for expenditures, including capital expenditures, of the Company and incurring liabilities exceeding the value of 5% (five percent) of the Company's share capital in one or a series of related transactions or the equivalent amount in other currencies, not provided for in the Company's financial and business plans approved in accordance with the Articles of Association",
9) the content of the existing provision of §13 section 12 point 22 is amended by making it read as follows:
" Approval for the disposal of the Company's assets, the value of which exceeds 250,000 EUR (in words: two hundred and fifty thousand euro), which was not provided for in the Company's financial and business plans approved in accordance with the Articles of Association."",
10) the content of the existing provision of §13 section 12 point 25 is amended by making it read as follows:
"Approval for the employment by the Company of consultants or other persons who are not employees of the Company, in the capacity of consultants, lawyers, agents, if the annual cost associated with the employment of such persons by the Company exceeds 200,000 EUR (in words: two hundred thousand euro) or the equivalent of this amount in other currencies, which has not been provided for in the financial and business plans of the Company approved in accordance with the provisions of the Articles of Association",
11) to §13 section 12) is added point 26, with the following wording:
"Approval for the Company to enter into a transaction with a parent company, subsidiary or affiliated company, the value of which, when aggregated with the value of transactions entered into with the same company during the fiscal year, exceeds 10% of the company's total assets within the meaning of the accounting regulations, as determined on the basis of the company's last approved financial statements, not provided for in the Company's financial and business plans approved in accordance with the Articles of Association",
12) The content of the provision of §13 section 13 is deleted,
13) The content of the provision of §13 section 14 is deleted,
14) The content of the provision of §19 section 3 is deleted.
In connection with the content of §1 above, the Ordinary General Meeting of the Company, in accordance with the provision of §13 section 12 point 8) of the Company's Articles of Association, obligates the Company's Supervisory Board to establish the unified text of the Company's Articles of Association.
The Resolution shall become effective as of the date hereof with effect from the date of registration of the changes in the National Court Register."
In secret voting on the above-mentioned resolution 40.005.104 valid votes were cast out of 40.005.104 shares, representing 77,09 % of the Company's share capital, with 37.861.104 votes "for", 2.144.000 votes "against" and 0 votes " withheld".
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