Acting on behalf of the company under the name the ASM Group S.A., based in Warsaw (referred hereafter as the “Company” or the “ASM Group”) as the Management Board authorized to jointly represent the Company, we hereby declare as follows.
Information published by the Electronic Information Transmission System (Polish: ESPI) and on the Company’s website (www.asmgroup.pl) called current reports with numbers from 8 to 57 do not constitute the Company’s announcements. This information was published by persons dismissed from the Company’s Management Board on April 22nd, 2021. The Management Board of the ASM Group S.A. is therefore not responsible for the accuracy and truthfulness of the content contained in the above-mentioned reports.
Also, all financial data published after April 22nd, 2021 by persons dismissed from the Company’s Management Board do not come from the Company and the Management Board of the ASM Group S.A. is not responsible for the accuracy and truthfulness of this content.
Referring to the current representation of the Company, the Company indicates that the Extraordinary General Meeting (EGM) of the Company during which the composition of the Supervisory Board of the ASM was changed took place on April 22nd, 2021. Due to the fact that, as part of voting in separate groups, at least one member of the ASM’s Supervisory Board – Michał Górski – was elected pursuant to Art. 385 § 8 of the Commercial Companies Code, and upon his election, the mandates of all the current members of the ASM Supervisory Board expired prematurely, and due to the fact that, in voting in separate groups, not all the mandates of the members of the Supervisory Board of the Company were filled, by resolutions of the EGM No. 4/2021, 5/2021, 6/2021 and 7/2021, Dorota Kaska, Krzysztof Ołdak, Marcin Tulejski and Rafał Mrozowski were appointed as members of the ASM’s Supervisory Board, respectively.
Then, on April 22nd, 2021, the newly constituted ASM Supervisory Board composed of Dorota Kaska, Michał Górski, Marcin Tulejski, Rafał Mrozowski and Krzysztof Ołdak dismissed Dorota Kenny, Andrzej Nowak and Jacek Pawlak from the Management Board of the Company and in their place appointed Adam Stańczak, as the President of the Management Board of the Company, and Łukasz Stańczak as a Member of the Management Board of the Company. In addition, on April 24th, 2021, the composition of the Management Board was supplemented by two additional members – Krzysztof Przybyłowski and Weronika Wagner.
The resolutions of the EGM of the ASM of April 22nd, 2021 and the Supervisory Board of the ASM of April 22nd, 2021 and April 24th, 2021 are fully effective. The application for securing the claim to establish the non-existence of these resolutions was rejected by the decision of May 21st, 2021 on XVI GC 729/21, and the District Court in Warsaw, in its written justification, even “crushed” the position of the applicants. No irregularities were found by the court. (Therefore, moving on to the assessment of the substantiation of claims in the context of Art. 189 of the Code of Civil Procedure the Court found that the plaintiffs had not substantiated their claims. (…) Hence, all the circumstances of this meeting presented by the plaintiffs should be considered unsupported by the collected evidence– an excerpt from the justification of the decision of May 21st, 2021 on XVI GC 729/21). Moreover, the Court found that the plaintiffs had not even substantiated their legal interest in determining pursuant to Art. 189 of the Code of Civil Procedure (…) Having these considerations in mind, the claim of the plaintiffs to establish the non-existence of the resolutions of the Extraordinary General Meeting of Shareholders of April 22nd, 2021 should be considered unsubstantiated due to the lack of a legal interest in such determination. Even if it were found that the plaintiffs could effectively claim the non-existence of the appealed resolutions pursuant to Art. 189 of the Code of Civil Procedure, the action to establish the non-existence of resolutions is also unsubstantiated– an excerpt from the justification of the decision of May 21st, 2021 on XVI GC 729/21. Finally, the Court accused the persons entitled in this case of trying to mislead the Court: (…) In the opinion of the Court, failure to cite in the content of the justification of the claim all the circumstances relevant to the settlement, i.e. failure to state that, as a result of the security issued, two plaintiffs were unable to exercise their voting rights from the shares they were entitled to, may constitute a violation of Art. 3 of the Code of Civil Procedure. Such behavior does not deserve legal protection” – an excerpt from the justification of the decision of May 21st, 2021 on XVI GC 729/21.)
The decision of May 21st, 2021 is now legally binding – the District Court in Warsaw dismissed the appeals of Marcin Skrzypiec, Szymon Pikula and Tatiana Pikula against this ruling by the decision of September 7th, 2021, regarding XVI Gz 194/21.
On the other hand, the fact that the Management Board of the Company includes persons appointed on April 22nd, 2021 and on April 24th, 2021, i.e. Adam Stańczak, Łukasz Stańczak, Weronika Wagner and Krzysztof Przybyłowski, additionally results from the following circumstances:
a. The District Court in Warsaw, uniformly in a number of proceedings with the participation of the Company, recognizes the Management Board appointed on 22.04.2021 and 24.04.2021;
b. The Registry Court made an entry in two 100% subsidiaries of the Company (Financial Service Solutions sp. z o.o. and the ASM Sales Force Agency sp. z o.o.) ie. made an entry of persons appointed by the Company represented by the Management Board appointed on 22.04.2021 and 24.04.2021.
Additionally, the Company explains that on May 31st, 2021 and September 22nd, 2021, attempts were made to simulate the Company’s EGM. However, Adam Stańczak, acting as the President of the Management Board of the Company, each time obtained decisions on securing the most far-reaching claim, ie the claim for establishing non-existence of resolutions of these shareholders’ meetings, withholding their effectiveness.
Finally, the Company explains that it is not possible for persons dismissed from the Management Board of the Company on April 22nd, 2021 to derive their authorization from the alleged exercise of the personal right referred to in § 9 sec. 2 of the Company’s Statute. The founders of the Company, i.e. Marcin Skrzypiec and Szymon Pikula, no longer have the possibility to effectively exercise their personal rights due to, among others, that they had earlier given up all of the Company’s shares.