Development plans and changes in the Asseco Group Adam Góral President of the Management Board of Asseco Poland S.A. Warsaw, October 12, 2017.
Development plans and changes in the Asseco Group 1. Situation in the Polish IT market. 2. Changes in the management board of Asseco Poland. 3. Taking control over Formula Systems. 4. Establishment of a new holding company Asseco International. 5. Impact of these events on the results in Q3. 2
Situation in the Polish IT market.
Major causes of the Polish IT sector's problems 1. Investment slow-down in large companies. 2. Decrease in the number of public sector tenders. 3. Shifting orders towards "body leasing". 4. Specificity of public tenders - the lowest price criterion. 5. High pressure and rising labor costs. 6. Lack of proprietary IT products. 4
Asseco in the public institution sector in Poland Revenues 94.6% 7,932 5.4% mpln Share of Asseco Poland s public institution sector 5.4 % in the Asseco Group s revenues Dane za rok 2016 5
Rising share of foreign markets 79% Revenues 7,932 mpln 21% Revenues of the Asseco Group 5,478 6,282 3,909 4,010 4,550 1,620 1,770 1,681 1,779 1,650 2012 2013 2014 2015 2016 Poland Foreign markets 6
Revenue structure strong diversification into sectors Revenues of the Asseco 39% Group 39% Revenues 7,932 mpln 22% 1,742 1,738 1,505 1,311 1,491 3,062 2,689 1,854 2,214 2,031 2,364 2,258 2,513 2,829 3,128 2012 2013 2014 2015 2016 General business Banking and finance Public institutions 7
Changes in Asseco Poland.
Goal: long-term and stable development 1. We put emphasis on our proprietary software and related services. 2. We focus on the business needs of our customers. 3. We develop high sectoral competences. 4. We cooperate with global suppliers of IT technologies and solutions. 5. We build value for shareholders and share successes in the form of a dividend. 6. We are a socially committed company, which supports the development of the Polish economy. 9
Organizational structure of Asseco Poland S.A. Adam Góral Zbigniew Pomianek Tadeusz Dyrga Paweł Piwowar Krzysztof Groyecki Marek Panek Przemysław Sęczkowski Rafał Kozłowski Gabriela Żukowicz Andrzej Dopierała Commercial Banks Business Intelligence Cooperative Banks Data Processing Center Capital Market Social Insurance System Maintenance Agriculture Public Administratio n ICT Energy and Gas Telecommunic ation and Media Healthcare Capital Group Development EU Projects PR and IR Marketing Finance Logistics Organization al and Legal HR Administratio n Internal Audit Purchase Compliance Back-Office Systems' Maintenance and Development The Office for the Protection of Classified Information PKO BP Legend: Back-office units Business units 10
Changes in the Asseco Group.
Formula Systems.
Sales of part of stake in Formula Systems Asseco Poland has sold 20% stake in Formula Systems, including : 16% stake to 11 financial institutions from Israel; 4% stake to CEO of Formula Systems Guy Bernstein. From the initial investment amounting to PLN 427 million, Asseco Poland has already guaranteed itself a return of PLN 457 million, and still holds stake worth over PLN 590 million*. Return on sales of 20% stake reached 119.5%, which is equal to rate of return at 12.5%. After the transaction, Asseco Poland holds 26% stake and is the largest shareholder of Formula Systems. Guy Bernstein holds 13.39% stake and is the second-largest shareholder of Formula Systems. *) As at 11.10.2017 13
Regaining control in Formula Systems On October 11, 2017, Asseco Poland signed an agreement with Guy Bernstein, according to which Guy Bernstein grants Asseco Poland a power of attorney to vote at the General Meeting of Shareholders of Formula Systems for his stake. The power of attorney remains in force as long as : Adam Góral remains President of the Management Board or Chairman of the Supervisory Board of Asseco Poland; Asseco Poland holds over 20% of shares in Formula Systems. If one of the above conditions is not met, Asseco Poland will grant Guy Bernstein a power of attorney to vote at the General Meeting of Shareholders of Formula Systems for the stake held by Asseco Poland. 14
Regaining control in Formula Systems Main terms of the agreement: The agreement has been concluded for a period of 36 months and is automatically renewed for further 12-month periods. The parties may terminate the contract with six months' notice. Guy Bernstein may terminate the agreement when Adam Góral stops holding the position of the President of the Management Board or the Chairman of the Supervisory Board of Asseco Poland. Asseco Poland may terminate the agreement when Guy Bernstein s stake in Formula Systems falls below 8%. Guy Bernstein is entitled to join the sale of shares by Asseco Poland on the same rights as Asseco Poland. The parties have the pre-emptive right to acquire the shares. 15
Asseco International.
Asseco Group Board of Directors ADAM GÓRAL ASSECO GROUP PRESIDENT Responsibility: Asseco Group Strategy President & CEO of Asseco Poland JOZEF KLEIN ASSECO GROUP CEO Responsibility: Asseco Group Strategy and BoD Management President of Asseco Central Europe GUY BERNSTEIN ASSECO GROUP VICE-CEO Responsibility: Israel and USA CEO of Formula Systems JOZEF KLEIN ASSECO GROUP VICE-PRESIDENT Responsibility: Central European Region President of Asseco Central Europe PIOTR JELEŃSKI ASSECO GROUP VICE-PRESIDENT Responsibility: South Eastern European Region President of Asseco South Eastern Europe JOSÉ ANTONIO PINILLA ASSECO GROUP VICE-PRESIDENT Responsibility: Western European Region TORBEN FALHOLT Asseco Group Vice-President Responsibility: Northern European Region President of Asseco Denmark DANIEL ARAUJO ASSECO GROUP VICE-PRESIDENT Responsibility: Portuguese Speaking Territories President of Exictos ZBIGNIEW POMIANEK ASSECO GROUP VICE-PRESIDENT Responsibility: Polish Region Vice-President of Asseco Poland RAFAŁ KOZŁOWSKI ASSECO GROUP VICE-PRESIDENT Responsibility: Asseco Group Finance Vice-President of Asseco Poland PRZEMYSŁAW SĘCZKOWSKI ASSECO GROUP VICE-PRESIDENT Responsibility: Sales Coordination, PR and Marketing Vice-President of Asseco Poland MAREK PANEK ASSECO GROUP VICE-PRESIDENT Responsibility: International Development Vice-President of Asseco Poland 17
Purpose of Asseco International's establishment 1. Building the value of the Asseco Group based on international assets. 2. More effective management of the Group's international development. 3. Separation of Asseco Poland's operating activities from its activities aimed at supporting the Group's development. 4. Creation of a holding company with the prospect of dynamic development and going public on international markets. 18
Israeli market Polish market Foreign markets Formula Systems 26.33% Asseco Poland 96.55% Asseco International 19
Israeli market Polish market Foreign markets Formula Systems 26.33% Asseco Poland 96.55% Asseco International Sapiens 48.67% 100.00% Asseco Data Systems 51.06% Asseco South Eastern Europe 92.81% Asseco Central Europe Exictos 69.40% Matrix IT 49.50% Dahliamatic 100.00% 49.00% R-Style Softlab Asseco Spain 70.32% 55.00% Asseco Denmark Magic Software 47.15% ZUI Novum 51.00% 51.00% Asseco Kazakhstan 65.00% Necomplus 70.00% Peak Consulting Michpal 100.00% SKG 60.00% 51.00% Asseco Georgia 51.00% Asseco Nigeria 96.94% Asseco Lithuania TSG 50.00% Asseco Business Solutions 46.47% 60.27% (ACP)/39.73% Asseco Enterprise Solutions The Group s key companies,, share in capital 20
Rising share of foreign markets in the Group s sales 17% 23% Revenues 4,162 mpln 60% 2,053 2,512 1,771 1,253 1,376 811 814 767 835 715 646 722 768 882 935 H1 2013 H1 2014 H1 2015 H1 2016 H1 2017 Other international markets Polish market Israeli market 21
Share of foreign markets in the Group s operating result 27% EBIT 309 mpln 41% 82 181 86 144 152 129 160 128 131 99 60 57 60 71 83 32% H1 2013 H1 2014 H1 2015 H1 2016 H1 2017 Other international markets Polish market Israeli market 22
Share of foreign markets in the Group s net result 0% 13 7 42% Net profit 113 mpln 58% 16 16 132 129 85 83 66 38 45 36 43 47 H1 2013 H1 2014 H1 2015 H1 2016 H1 2017 Other international markets Polish market Israeli market 23
Impact of the changes on the Q3 result
Impact of the changes on the Group s Q3 result Positive Sales of shares in Formula Systems +PLN148m PLN on the stand-alone statement +PLN330m-+PLN360m on the consolidated statement Negative Write-downs associated with international reorganization: -PLN116m on the stand-alone statement -PLN106m on the consolidated statement Estimated total impact on the stand-alone financial statement: +PLN 32m Estimated total impact on the consolidated financial statement : +PLN 224m - +PLN254 m 25