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CR ESPI 22/2022 Notification of transactions of persons discharging managerial responsibilities
The Management Board of Aforti Holding S.A. based in Warsaw (“the Company”, “the Issuer”), hereby informs that on August 31, 2022, the Company received a notification of transaction of an entity closely related to a person discharging managerial duties in the Company.
The notification was submitted by Ketys Capital Sp. z o.o.
The notification is attached to this report.
Legal basis: Article 19 (3) MAR – information on transactions executed by persons discharging managerial responsibilities
CR ESPI 23/2020 – List of shareholders holding at least 5% of votes of the Extraordinary General Meeting of Aforti Holding S.A. on May 21, 2020
The Management Board of Aforti Holding S.A. based in Warsaw (“the Company”, “the Issuer”) is making available to the public the list of shareholders holding at least 5% votes of the Extraordinary General Meeting of the Issuer, which was held on 21/05/2020:
- Kamilla Sytek – Skonieczna
The number of registered shares at the Extraordinary General Meeting: 508.217
The number of votes from registered shares: 508.217
Share in the number of votes at the Extraordinary General Meeting: 99,15%
Share in the total number of votes: 5,62%
Shareholders present at the Extraordinary General Meeting held a total of 508.218 votes. The total number of shares issued by the Company is 9.042.514, and the number of votes resulting from these shares is 9.042.514.
Legal basis:
Article 70 point 2 of the Act of 29 July 2005 on public offer and conditions for introducing financial instruments to organized trading system and on public companies (General Meeting of Shareholders – the list above 5%)
CR ESPI 23/2021 – Information regarding a significant agreement executed by a subsidiary company – Aforti PLC
The Board of Directors of Aforti Holding S.A., with its registered office in Warsaw, hereinafter referred to as “the Company”, “the Issuer”, in reference to the current report ESPI 5/2021 dated 27 January 2021, announces that today it has received information from Aforti PLC, a subsidiary based in the UK, that the condition for the acquisition of a 9,90% shares in an EU electronic money institution licensed under the applicable EU directives on payment services and electronic money (“EMI”) has been fulfilled. The above event will enable the appointment of a new board of directors in EMI and allow it to commence operations.
Once further conditions of the EMI share purchase agreement have been satisfied, including, but not limited to, obtaining approval from local EU regulators, Aforti PLC will be entitled to acquire the remaining shares
in EMI.
The acquisition of EMI is part of the Aforti Group’s strategy to become a pan-European provider of comprehensive financial solutions for Small and Medium Enterprises. The Issuer will inform about further stages of the investment in subsequent current reports.
Legal basis: Article 17 paragraph 1 of the MAR – confidential information
CR ESPI 24/2020 – Announcement about convening of the Ordinary General Meeting of Shareholders of AFORTI HOLDING S.A. on 25.06.2020
The Board of Directors of Aforti Holding S.A. with its registered office in Warsaw (“the Company”, “the Issuer”), incorporated in the Register of Entrepreneurs maintained by the District Court in Warsaw, the XII Commercial Division of the National Court Register, under KRS number 0000330108 (the Company) in compilance with art. 399 § 1 and art. 4021 of the Code of Commercial Companies and Partnerships, hereby convenes the Ordinary General Meeting of Shareholders of Aforti Holding S.A for 25 June 2020 at 12:00 am in the Company’s headquarters in Warsaw, 8 Chałubińskiego Street, XXVII floor.
Agenda
- Opening of the Ordinary General Meeting of Shareholders;
- Election of the Chairperson of the Ordinary General Meeting of Shareholders;
- Confirmation that the Ordinary General Meeting has been properly convened and has the capacity to pass resolutions.
- Adoption of the agenda;
- Adoption of a resolution concerning approval of the separate financial statement of the Board of Directors of operational activity of Aforti Holding S.A. and the separate financial statements of Aforti Holding S.A. for the financial year of 2019 covering the period from 1 January 2019 to 31 December 2019;
- Adoption of a resolution concerning approval of the consolidated financial statement of the Board of Ditrectors of the Aforti Holding S.A and the consolidated financial statements of the Aforti Holding Capital Group for the financial year of 2019 covering the period from 1 January 2019 to 31 December 2019;
- Adoption of a resolution on the allocation of the profit for the financial year 2019, covering the period from January 1, 2019 to December 31, 2019;
- Adoption of resolutions related to granting the discharge to the Members of the Board of Directors of Aforti Holding S.A. on the performance of duties in the financial year 2019 covering the period from January 1, 2019 to December 31, 2019;
- Adoption of resolutions related to granting the discharge to the Members of the Supervisory Board of Aforti Holding S.A. on the performance of duties in the financial year 2019 covering the period from January 1, 2019 to December 31, 2019;
- Adoption of a resolution on appointing the Supervisory Board of Aforti Holding S.A. based in Warsaw for the next 3-year term;
- Adoption of a resolution to authorise the Company’s Management Board to acquire the Company’s own shares on the basis and within the limits of the authorisation granted by the General Meeting;
- Free applications;
- Closing of the Ordinary General Meeting of Shareholders;
In accordance with art. 4022 of the Commercial Companies Code, all relevant information with regard to Shareholders Meeting, including reports and document, reffered to the items of agenda, are provided by the Board of Directors
- The right to add agenda items
One or more Shareholders holding at least 1/20 of the registered capital of the Company may request items to be added to the agenda of the Shareholders Meeting and submit proposed resolutions in relations to existing agenda or new items, provided that:
- the additional agenda items and proposed resolutions have been submitted in writing form by these Shareholders to the Board of Directors at the least on June 4, 2020 (not later than 21 days prior to the date of the Ordinary General Meeting);
- they prove ownership of such shareholding as at the date of their request and record their shares representing such shareholding on the record date. The shareholding must be proven by a certificate evidencing the registration of the relevant shares in the register of shares of the Company.
An individual, a partnership or a ligal entity shall confirm the entitlement to act on behalf of the entity by enclosing valid transcript from the National Court Register (KRS). These additional agenda items or proposed resolutions may be delivered to the Company by mail sent to the Company’s registered office address: Warsaw, ul. Chałubińskiego 8, XXVII floor or by e-mail (in PDF format) sent to biuro@afortiholding.pl.
The Company shall publish the modified agenda of the relevant Shareholders Meeting at least 18 days prior to the date of the General Meeting (by June 7, 2020).
- The right to submit proposed resolutions
One or more Shareholders representing at least 1/20 of the registered capital of the Company may request to submit proposed resolutions to existing agenda, provided that they prove ownership of such shareholding as at the date of their request and record their shares representing such shareholding on the record date. The shareholding must be proven by a certificate evidencing the registration of the relevant shares in the register of shares of the Company.
An individual, a partnership or a ligal entity shall confirm the entitlement to act on behalf of the entity by enclosing valid transcript from the National Court Register (KRS).
These proposed resolutions may be delivered to the Company by mail sent to the Company’s registered office address: Warsaw, ul. Chałubińskiego 8, XXVII floor or by e-mail (in PDF format) sent to biuro@afortiholding.pl.
- The right to submit proposed resolutions during the Ordinary General Meeting
In accordance with art. 401 § 5 of the Commercial Companies Code, each Shareholder entitled to participate in the General Meeting may submit draft resolutions.
- The right to appoint a representative
Shareholders not attending the Ordinary General meeting may choose to vote their shares by proxy by allowing them to cast votes on their behalf.
In accordance with art.4023 of the Commercial Companies Code, Shareholders who wish to be represented by a proxy holder, are requested to use the model of proxy form that is available at the Company’s website.
Notification of the proxy to the Company must occur in writing by e-mail sent to: biuro@afortiholding.pl.
Shareholders who wish to be represented by proxy, must have fulfilled the formalities set out below to be admitted to the Ordinary General Meeting containing:
- personal information of proxy and the principal (name, telephone numbers and e-mail addresses);
- the scope of the power of attorney (indicating the number of voting shares, the date and name of General Meeting);
The signed proxy form must be received by the Company at the latest 1 business day before the date of the Ordinary General Meeting of Shareholders.
Shareholders wishing to attend the Ordinary General Meeting of Shareholders are requred to demonstrate identity card, and proxies are required to demonstrate identity card and the proxy form in writing or printed PDF form.
Representative of legal entity or partnerships should additionally present valid excerpts of the commercial registers, listing entities authorized to represent these legal entities. Representatives of Shareholders should be exposed in the valid excerpt of the commercial register of Shareholder.
The proxy votes in accordance with the instructions given by the Shareholder.
- Participation in the Ordinary General Meeting of Shareholders using electronic means of communication
The Company’s Articles of Association does not allow to participate in the Ordinary General Meeting of Shareholders using electronic means of communication;
- Communication at the Ordinary General Meeting using electronic means of communication
The Company’s Articles of Association does not allow to communicate during Ordinary General Meeting using electronic means of communication.
- Voting by mail or electronic means of communication
The Company’s Articles of Association does not allow to vote using electronic means of communication.
- Registration day of the Ordinary General Meeting of Shareholders
In accordance with art.4061 the Ordinary General Meeting of Shareholders will be held on June 9, 2020 at the Company’s registered office.
Shareholders who wish to participate in the Ordinary General Meeting must meet certain requirements as follows:
- The Ordinary General Meeting may only be attended by entities who were Company Shareholders 16 days prior the Meeting who hold certificates bearing their names, issued to confirm their right to participate in the Ordinary General Meeting;
- Shareholders who wish to attend the Ordinary General Meeting shall request entities maintaining their securities account to certificate the right to participate in the Ordinary General Meeting of the Company by June 9, 2020 (the first day after the date of registration at the Ordinary General Meeting of Shareholders)
- between 28 May 2020 (date of publication of the convening notice) and 10 June 2020 (first business day after the date of registration of participation in the Ordinary General Meeting of Shareholders), submit a request for the issuance of a personal certificate of the right to participate in the Ordinary General Meeting of Shareholders in the entity maintaining the securities account on which the Company’s shares are recorded.
- The list of Shareholders entitled to participate in the Ordinary General Meeting of Shareholders
The Company determines the list of Shareholders entitled to participate in the Ordinary General Meeting of Shareholders provided by the National Depository for Securities (KDPW), based on registered certificates issued by entities maintaining securities accounts for the right to participate in the Ordinary General Meeting of Shareholders.
The list of Shareholders entitled to participate in the General Meeting shall be displayed at the Board of Directors office for 3 business days prior to the General Meeting (June 22, 2020 till June 24, 2020 between 10:00 – 16:30). A Shareholder may inspect the list at the Board of Directors office and request via e-mail: biuro@afortiholding.pl, that the list will be send to them free of chargé via electronic mail to the e-mail provided by a Shareholder.
- Documentation for the Ordinary General Meeting of Shareholders
The documents and draft resolutions can be obtained by the entities, who participate in the Ordinary General Meeting, at the Company’s registered office address: Warsaw, ul. Chałubińskiego 8, XXVII floor or on the Company’s website at www.aforti.pl.
- General Information regarding the Ordinary General Meeting of Shareholders
The Company shall provide all information regarding the Ordinary General Meeting of Shareholders on the Company’s website at the address: www.aforti.pl. In addition, each Shareholder has the right to appear in person at the Company’s office and obtain all documentation related to the General Meeting upon request.
Legal basis: Other Regulations
CR ESPI 24/2021 – AFORTI Capital Group development strategy for 2021 – 2023
The Management Board of Aforti Holding S.A. (hereinafter: “Company”, “Issuer”) with its registered office in Warsaw, informs of the adoption on 28 April 2021 Resolution No. 01/28/04/2021 of the Board of Directors of the Company on the adoption of the document “AFORTI Capital Group Strategy for 2021-2023” (hereinafter: “Strategy”).
The primary objective of drawing up and adopting the Development Strategy for the Capital Group for 2021-2023, headed by Aforti Holding S.A., is to set and expand the directions of its further operation, systematically increasing the scale and profitability of its operations, and, in the long term, building the Group’s value for its shareholders.
The basic pillars of the Strategy are:
– debt collection segment
– company service platform – AFORTI.BIZ
– asset management segment
The Issuer intends to develop the activity of its Capital Group by building
a multi-product AFORTI.BIZ platform dedicated to small and medium enterprises and micro companies, offering services such as currency exchange, factoring, maintaining multi-currency accounts and currency transfers. The functionalities of the AFORTI.BIZ platform will be based on the EMI licence. The issuer plans to list AFORTI.BIZ on the London LSE through its UK based subsidiary Aforti PLC.
Using the AFORTI.BIZ platform, the Issuer plans to increase turnover tenfold by the end of 2023, as well as increasing the number of clients.
In order to meet the expectations of AFORTI investors, the Issuer intends to introduce a full product offering for managing clients’ assets.
Aforti Collections’ activities will be developed through the acquisition of debt portfolios and the expansion of the scale of debt servicing by order.
The Issuer intends to continue its territorial expansion into foreign markets through its presence in 11 countries of Central and Eastern Europe.
The Issuer strives to build the most transparent business structure possible. One of the activities which will serve this purpose will be making the Capital Group’s subsidiaries public. The Capital Group’s activities are aimed at obtaining stable external institutional financing in order to change the financing structure of its operations.
The Board of the Issuer notes that implementation of the above strategic objectives of the Aforti Group may have an impact on its economic, asset and financial situation and on further prospects of its development.
Legal basis: Article 17 paragraph 1 of the MAR – confidential information