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List of shareholders holding at least 5% of votes of the Extraordinary General Meeting of Aforti Holding S.A. on October 22, 2019 CR 81/2019
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 22/10/2019:
1) Klaudiusz Sytek
The number of registered shares at the Extraordinary General Meeting: 6.556.216
The number of votes from registered shares: 6.566.216
Share in the number of votes at the Extraordinary General Meeting: 89,75%
Share in the total number of votes: 84,03%
2) Kamilla Sytek – Skonieczna
The number of registered shares at the Extraordinary General Meeting: 508.418
The number of votes from registered shares: 508.418
Share in the number of votes at the Extraordinary General Meeting: 6,96%
Share in the total number of votes: 6,52%
Shareholders present at the Extraordinary General Meeting held a total of 7.314.634 votes. The total number of shares issued by the Company is 7,801,915, and the number of votes resulting from these shares is 7.801.915.
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%)
ppointment of a new Supervisory Board Member CR 80/2019
The Management Board of Aforti Holding S.A. based in Warsaw (“the Company”, “the Issuer”), hereby informs that on October 22, 2019 the Extraordinary General Meeting of Shareholders of the Company adopted a resolution resolution appointing Mr Krzysztof Rabiański to the Supervisory Board.
The professional resume of the newly appointed Member of the Supervisory Board is attached to this report.
According to the statement provided by Mr. Krzysztof Rabiański, he does not conduct any form of competition competitive to the Issuer, does not participate in a competitive company as a partner in a civil law partnership, partnership or as a member of the body of a capital company and does not participate in another competitive legal person as a member of its authority. In addition, according to the statement of the newly appointed Member of the Issuer’s Supervisory Board, he is not listed in the Register of Insolvent Debtors kept pursuant to the National Court Register Act.
Legal basis:
Article 3, Paragraph 1, Point 7) of the Exhibit 3 “Current and Periodical Information in the Alternative Trading System on the NewConnect market” to the Alternative Trading System Rules
The content of the resolutions adopted by the EGM of Aforti HoldingCR 79/2019
The Management Board of Aforti Holding S.A. based in Warsaw (“the Company”, “the Issuer”), hereby informs that the Extraordinary General Meeting of Company on October 22, 2019 (“the EGM”) adopted the resolutions, which content is attached to this report.
The EGM of the Issuer on October 22, 2019 did not withdraw from consideration of any items in the planned agenda and no objections were raised to the protocol.
In connection with the adoption by the Extraordinary General Meeting of Resolutions 4 and 7, the EGM also decided to change the content of the Company’s Charter and pursuant to Resolution No. 10 authorized the Issuer’s Supervisory Board to determine the uniform text of the Issuer’s Charter. The Issuer’s Management Board in a separate attachment announces the changes that will be introduced to the content of the uniform text of the Company’s Charter.
Legal basis:
Article 4, Paragraph 2, Point 7-9 of the Exhibit 3 “Current and Periodical Information in the Alternative Trading System on the NewConnect market” to the Alternative Trading System Rules
Article 4, Paragraph 2, Point 2 of the Exhibit 3 “Current and Periodical Information in the Alternative Trading System on the NewConnect market” to the Alternative Trading System Rules
Information of the Company’s Management Board in response to investors’ questions regarding the project of obtaining a license EMI electronic money institutions CR 78/2019
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.
Legal basis:
Article 17 para. 1 MAR – confidential information
Resolution of the Management Board regarding the planned change of the Company’s accounting policy to IFRS / IAS CR 77/2019
The Management Board of Aforti Holding S.A. headquartered in Warsaw (hereinafter: “the Company”, “the Issuer”), in reference to the ESPI current report No. 11/2018 dated on 05.04.2018 regarding the adoption of the “Development Strategy for the Aforti Holding Capital Group for 2018-2020”, announces that on October 16, 2019, the Management Board of the Company adopted a resolution regarding the commencement of efforts to change the market of the Issuer’s shares quotation from the Alternative Trading System NewConnect market to the regulated market, thus implementing one of the main assumptions of the abovementioned Development Strategy of the Issuer’s Capital Group.
In relation to the above, the Management Board of the Company plans to start preparing, starting from January 1, 2021, the financial statements of the Issuer and consolidated financial statements of the Issuer’s Group in accordance with the International Financial Reporting Standards (IFRS) and International Standards Accounting (IAS).
At the same time, in order to maintain transparency and increase comparability with similar domestic and foreign entities, the Company’s Management Board also plans to publish periodic financial reports of the Issuer and its Capital Group for the years 2019 – 2020 in accordance with the Polish Accounting Standard applied so far (in a comparative system) and additional information in forms of selected financial data generated in 2020 in accordance with IFRS / IAS.
In the opinion of the Issuer’s Management Board, the implementation of IAS and preparation of financial statements in accordance with IAS will facilitate the Company’s stakeholders to obtain necessary information on the financial and economic situation of the Company and the Capital Group.
Legal basis: Article 17 paragraph 1 of the MAR – confidential information