The Management Board of Aforti Holding S.A. with its registered office in Warsaw (hereinafter: “the Company”, “the Issuer”), in connection with numerous questions from Shareholders and Investors addressed to the Company regarding the project to obtain an EMI (E-Money Institution) electronic money institution license by the Issuer’s subsidiary: Aforti, UAB with its registered office in Lithuania (hereinafter: “Aforti, UAB”, “Subsidiary”), wanting to maintain the principle of equal access to information for all Investors, hereby provides answers regarding the current status of the above. project.
Aforti, UAB was established and registered in July this year. Also in July 2019, the Subsidiary submitted an application for the licensing of an EMI (E-Money Institution) electronic money institution to the Lithuanian financial market supervision institution. The issuer informed about these events in current ESPI reports: No. 16/2019 of 16.07.2019 and 17/2019 of 7/26/2019.
Then in September, the Subsidiary responded to the questions to the application, received from Lietuvos Bankas (Bank of Lithuania) – the institution supervising the Lithuanian financial market. An important event in this period was also the appointment of the new board of Aforti, UAB. It was headed by Mr. Piotr Królikowski, who has over 20 years of professional experience in banking and financial services. He started his professional career at Bank Austria Creditanstalt (Polska) S.A., continued at Svenska Handelsbanken AB, Bank Millennium S.A., Deutsche Bank PBC S.A. He was also the Vice President of the Management Board at Bank BPH and a Member of the Supervisory Board at BPH Asset Management. He also worked for such institutions as Deloitte, Provident Polska and SGB Bank S.A.
The following were also appointed to the new board: Mr Mateusz Niemczyk and Mr Paweł Opoka, who are also members of the Issuer’s management board.
The necessity to change the first management of the Subsidiary was related to the results of activities checking the manner in which the team performed its duties (hereinafter: “Associates”). As a result of this verification, significant irregularities were found, in particular in respect of compliance with the Aforti Group corporate governance and improper conduct of the entrusted project related to the procedure for obtaining an EMI electronic money license, including by concealing relevant information related to the operations of the Subsidiary, which in the opinion of the Issuer’s Management Board can be regarded as acting to the detriment of the Issuer being the sole shareholder of the Subsidiary, to the detriment of the indicated Subsidiary, as well as the entire Capital Group of the Issuer by reducing its reputation. In connection with the discovery of the above irregularities, the Issuer’s Management Board on 27.08.2019 decided to terminate, by agreement of the parties, contracts concluded with Associates.
Due to the negative actions of former Associates, the Management Board addressed to these persons a request for the return of funds improperly collected by them in the amount of approx. 500 thousand. zlotys. It should also be mentioned that former Associates exposed the Subsidiary to a potential loss in the estimated amount of approximately PLN 140,000. euro. In the event of further actions of its former Associates that will harm the good name of the Company, the Management Board will consider bringing the case to court.
Further work related to the preparation for launching operations of Aforti, UAB is being carried out according to the schedule. Currently, in Lithuania, recruitment is underway for five newly created positions in the area of: contact with the regulator and supervisory authorities of the Lithuanian financial market, monitoring of counteracting money laundering transactions (AML), IT system security management, compliance and management of the compliance area, as well as support for employed managers. The Management Board of Aforti, UAB also began negotiations related to the selection of a registered office that meets the conditions relevant to the planned operations of the Subsidiary. Work is also underway to adapt the IT infrastructure owned by the Aforti Group to the requirements of the EMI license. The process of appropriate adaptation of IT systems and programs, selection of suppliers and extension of the programming base is underway.
At the same time, talks are underway to meet the capital requirements related to EMI. This is related to the main purpose of the EGM convened by the Issuer’s Management Board, which will take place on October 22 this year. which is the planned issue of the Issuer’s shares.
The Issuer’s Management Board would like to emphasize that the process of obtaining an EMI institution license is currently carried out by a qualified and experienced team. With the change of the management of the Subsidiary, the implementation of the project gained the right pace.
In the opinion of the Company’s Management Board, the publication of this announcement will allow investors and Shareholders of the Company to obtain a more complete picture of the project. This should also translate into a better understanding by the Company’s Stakeholders of the processes necessary for the entry of the Aforti Group into further foreign markets, in accordance with the adopted development strategy of the Group.
Article 17 para. 1 MAR – confidential information