RA EBI 29/2021 – Convocarea Adunării Generale Ordinare a Companiei din 29 iunie 2021

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 29 June 2021 at 12:00 am in the Company’s headquarters in Warsaw, 8 Chałubińskiego Street, XXVII floor.

Agenda

1.       Opening of the Ordinary General Meeting of Shareholders;

2.       Election of the Chairman of the Ordinary General Meeting of Shareholders;

3.       Ascertaining that the Ordinary General Meeting of Shareholders has been duly convened and is capable of adopting resolutions, and drawing up and signing the attendance list;

4.       Adoption of the agenda;

5.       Adoption of a resolution on the examination and approval of the separate management report on the activities of Aforti Holding S.A. and the separate financial statements of Aforti Holding S.A. for the financial year 2020 covering the period from 1 January 2020 to 31 December 2020;

6.       Adoption of a resolution on consideration and approval of the consolidated report of the Board of Directors on the operations of the Aforti Holding Capital Group and the consolidated financial statements of the Aforti Holding Capital Group for the financial year 2020 covering the period from 1 January 2020 to 31 December 2020;

7.       Adoption of a resolution concerning the allocation of profit for the financial year 2020 covering the period from 1 January 2020 to 31 December 2020;

8.       Adoption of resolutions on granting discharge to individual members of the Management Board of Aforti Holding S.A. for performance of their duties in the financial year 2020 covering the period from January 1, 2020 to December 31, 2020;

9.       Adoption of resolutions on acknowledgement of the fulfilment of duties by individual Members of the Supervisory Board of Aforti Holding S.A. in the financial year 2020 covering the period from 1 January 2020 to 31 December 2020;

10.   Other proposals;

11.   Closing of the Ordinary General Meeting of Shareholders.

Pursuant to Article 4022 of the Commercial Companies Code, the Management Board of the Company provides information on participation in the Ordinary General Meeting of Shareholders of the Company:

1. The Shareholder’s right to request the inclusion of certain matters on the agenda of the Ordinary General Meeting of Shareholders.

A Shareholder or Shareholders representing at least 1/20 of the share capital shall have the right to request that certain matters be placed on the agenda of the Ordinary General Meeting of Shareholders of the Company. The request should be submitted to the Company’s Management Board no later than 21 days before the date of the Ordinary General Meeting of Shareholders, i.e. no later than 3 June 2021. The request should include a justification or a draft resolution concerning the proposed agenda item. The request may be submitted in writing to the Company at the following address: Warsaw, ul. Chałubińskiego 8, XXVII floor or in electronic form and sent to the following e-mail address of the Company: biuro@afortiholding.pl.

The shareholder(s) should evidence the holding of a relevant number of shares as at the date of submitting the request by attaching to the request a certificate of entitlement to participate in the General Meeting issued by a relevant entity, and in the case of shareholders who are legal persons and partnerships, also confirm the authority to act on behalf of the entity. In the case of shareholders making a request using electronic means of communication, the documents should be sent in PDF format.

2. Shareholder’s right to submit draft resolutions on matters placed on the agenda or matters to be placed on the agenda prior to the date of the Ordinary General Meeting of Shareholders.

A shareholder or shareholders of the Company representing at least 1/20 of the share capital may, prior to the date of the Ordinary General Meeting of Shareholders, submit in writing to the Company at the following address: Warsaw, ul. Chałubińskiego 8, XXVII floor or in electronic form and sent to the following e-mail address of the Company: biuro@afortiholding.pl draft resolutions concerning matters placed on the agenda of the Ordinary General Meeting of Shareholders or matters which are to be placed on the agenda.

Similarly to item. 1 above, the Shareholder(s) should demonstrate possession of an appropriate number of shares as at the date of submitting the request by attaching to the request a certificate of entitlement to participate in the General Meeting issued by the relevant entity, and in the case of shareholders who are legal persons and partnerships, also confirm the authority to act on behalf of the entity.

In the case of shareholders making a request using electronic means of communication, the documents should be sent in PDF format.

3. Shareholder’s right to submit draft resolutions on matters placed on the agenda during the Ordinary General Meeting of Shareholders.

Each shareholder entitled to participate in the Ordinary General Meeting of Shareholders may, during the Ordinary General Meeting of Shareholders, propose draft resolutions concerning matters placed on the agenda.

4. Right to appoint a proxy.

A shareholder may participate in the Ordinary General Meeting of Shareholders and exercise voting rights in person or by proxy.

The Company announces that the template of the form of instructions on voting by proxy containing the data specified in Article 4023 of the Commercial Companies Code has been placed on the Company’s website.

The power of attorney to vote by proxy should be granted in writing or in electronic form and sent to the following e-mail address of the Company: biuro@afortiholding.pl. Granting proxy in electronic form shall not require a secure electronic signature verified with a valid qualified certificate.

The shareholder is obliged to send the Company information on granting the power of attorney

in electronic form not later than one day before the date of the Ordinary General Meeting of Shareholders. Shareholders will be admitted to the Ordinary General Meeting of Shareholders upon presentation of an identity card, and attorneys will be admitted to the Ordinary General Meeting of Shareholders upon presentation of an identity card and a valid power of attorney granted in writing or in electronic form (in the latter case the attorney should present a printout of the power of attorney in PDF format). Representatives of legal persons or partnerships should additionally present current excerpts from relevant registers, listing persons authorized to represent these entities.

5. Participation in the Ordinary General Meeting of Shareholders by means of electronic communication.

The Articles of Association do not provide for the possibility of participation in the Ordinary General Meeting of Shareholders by means of electronic communication.

6. Speaking at the Ordinary General Meeting of Shareholders using electronic means of communication.

The Articles of Association do not provide for the possibility to speak at the Ordinary General Meeting of Shareholders using electronic means of communication.

7. Exercising voting rights by mail or using electronic means of communication.

The Articles of Association of the Company do not provide for voting at the Ordinary General Meeting of Shareholders by correspondence or using electronic means of communication.

8. Record date for participation in the Ordinary General Meeting of Shareholders.

The date of registration of participation in the Ordinary General Meeting of Shareholders shall be June 13, 2021 calculated in accordance with Article 4061 of the Commercial Companies Code. Persons who, 16 days prior to the date of the Ordinary General Meeting of Shareholders (i.e. June 13, 2021), are Shareholders of the Company, i.e. shares of the Company are recorded in their securities accounts, will be entitled to participate in the Ordinary General Meeting of Shareholders of the Company;

Those entitled from dematerialized bearer shares of the Company, not earlier than after the announcement of the convening of the Meeting, i.e. June 1, 2021, and not later than on the first weekday after the record date, i.e. June 14, 2021, shall submit to the entity maintaining their securities account a request for the issuance of a registered certificate of the right to participate in the Meeting. The content of the certificate, in accordance with the shareholder’s will, should indicate a part or all shares registered on his/her securities account.

9. List of shareholders entitled to participate in the Ordinary General Meeting of Shareholders.

The Company shall determine the list of shareholders entitled to participate in the Ordinary General Meeting of Shareholders on the basis of a list provided to it by the National Depository for Securities (NDS) and drawn up on the basis of registered certificates of entitlement to participate in the Ordinary General Meeting of Shareholders issued by entities maintaining securities accounts. Three business days before the date of the Ordinary General Meeting of Shareholders, a list of shareholders entitled to participate in the Ordinary General Meeting of Shareholders will be made available for inspection at the registered office of the Company. A shareholder will be able to request that the list of shareholders be sent to him free of charge by e-mail, stating the address to which the list should be sent.

10. the text of the documentation to be presented to the Ordinary General Meeting of Shareholders.

Persons entitled to participate in the Ordinary General Meeting of Shareholders may obtain the full text of the documentation to be presented at the Ordinary General Meeting of Shareholders and draft resolutions at the Company, at the following address: Warsaw, ul. Chałubińskiego No. 8, XXVII floor or on the Company’s website at: www.afortiholding.pl.

11. Place where information concerning the Ordinary General Meeting of Shareholders will be made available.

The Company will make all information regarding the Ordinary General Meeting of Shareholders available on the Company’s website at: www.afortiholding.pl.

Legal basis: Article 4, Paragraph 2, Point 1), 3)  of the Exhibit 3 „Current and Periodical Information in the Alternative Trading System on the NewConnect market” to the Alternative Trading System Rules

More information
1. Convening of the General Meeting of Shareholders
2. Draft resolutions of the General Meeting of Shareholders
3. Statement on the number of shares
4. Power of attorney form

RA EBI 28/2021 – Raport anual consolidat 2020 Aforti Holding Spółka Akcyjna

The Management Board of Aforti Holding S.A., with its registered office in Warsaw, hereby presents the attached consolidated annual report for 2020.

Legal basis: Article 5, Paragraph 1, 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

More information
Consolidated annual report
Annual audit report 

RA EBI 27/2021 – Raport anual separat 2020 Aforti Holding Spółka Akcyjna

The Management Board of Aforti Holding S.A., with its registered office in Warsaw, hereby presents the separate annual report for 2020 as attached.

Legal basis: Article 5, Paragraph 1, 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

More information
Separate Annual Report
Annual audit report

RA ESPI 28/2021 – Notificarea unui acționar în legătură cu o modificare a capitalului social și participarea la voturi la Adunarea Generală a Companiei

The Management Board of Aforti Holding S.A., with its registered office in Warsaw (the „Company”, „Issuer”) hereby announces that on 31 May 2021 it received a notification from Mr January Ciszewski regarding a change in his shareholding in the share capital and the percentage of votes at the Issuer’s General Meeting in connection with concluded transactions for the disposal of shares in the Company.

The content of this notification is provided by the Company in an attachment.

Legal basis:

Article 70 point 1 of the Act of 29 July 2005 on Public Offering and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies (Dz.U.2020.2080)

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Attachment

RA ESPI 27/2021 – Finalizarea celei de-a treia oferte de acțiuni în plasamentul privat Aforti PLC

The Management Board of Aforti Holding S.A . based in Warsaw (the „Company”, „Issuer”), in reference to the ESPI Current Report 25/2021 dated 4 May 2021 regarding the completion of the second offering of shares in Aforti PLC’s private placement informs that today the Issuer has been informed by its subsidiary Aforti PLC, based in London, that it completed on 21.05.2021 the third offering round of new issue shares in its private placement.

The third round was attended by 53 individual investors who subscribed for a total of 1,058,472 Aforti PLC shares for £899,708 confirming a valuation of the company after paid-in capital of approximately £32.49 million. The subsidiary will commence a fourth round of offering its shares in a private placement from 24 May 2021.

Also, on 21 May 2021, the Issuer entered into agreements for the sale of AFORTI PLC shares with 113 individual investors, the aggregate value of which can be considered significant. Aforti Holding S.A. made a total sale of 5,028,170 Aforti PLC shares at a price of £0.85 per share.

Following the transaction Aforti Holding S.A. directly holds 31,335,430 shares in Aforti PLC (representing 81.96% of the share capital), whilst 193 individual investors hold 6,896,432 shares in Aforti PLC (representing 18.04% of the share capital) with a total value of £5,861,967.

The actions taken allow the continuation of activities carried out by a UK broker aimed at indirectly floating the Issuer’s subsidiary, Aforti Exchange S.A., headquartered in Warsaw, on the Main Market of the London Stock Exchange and raising up to €5 million in a private placement, as well as raising an additional £4.5 million through an initial public offering on the LSE.

The offering of new issue shares in a private placement of Aforti PLC and the sale of Aforti PLC shares by the Issuer is connected with the next stage of activities aimed at further implementation of the strategy of the Issuer’s Capital Group.

Legal basis: Article 17 paragraph 1 of the MAR – confidential information

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