RB: 12/2026
Date: 11 February 2026
Convening – at the request of a shareholder – an Extraordinary General Meeting of the Company
Legal basis: Article 56 Sec. 1 Item 2 of the Act on Public Offering – Current and Periodic Information

Text of the report:

I. Date and agenda of the General Meeting
The Management Board of Benefit Systems Spółka Akcyjna, with its registered office in Warsaw (address: Plac Europejski 2, 00-844 Warsaw), entered in the register of entrepreneurs of the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under KRS number: 0000370919, NIP: 8361676510, share capital amounting to PLN 3,301,042.00, fully paid up (the “Company”), acting in connection with the request received on 6 February 2026 to convene an Extraordinary General Meeting and to include specific items on the agenda of such meeting, submitted by Allianz Polska Open Pension Fund with its registered office in Warsaw, as a shareholder representing at least one-twentieth of the Company’s share capital, and acting pursuant to Articles 398, 399 §1, 402¹ and 402² of the Act of 15 September 2000 – the Commercial Companies Code (the “CCC”), hereby convenes an Extraordinary General Meeting of the Company to be held on 10 March 2026 at 11:00 a.m. (the “Extraordinary General Meeting” or the “General Meeting”).
Notwithstanding the above, acting pursuant to Article 399 § 1 of the CCC, the Management Board has resolved to include in the agenda an additional item concerning amendments to the Company’s Articles of Association. The proposed amendments are purely technical and aligning in nature and are not related to the matters covered by the shareholder’s request.
The Extraordinary General Meeting will be held at the Company’s registered office in Warsaw, in the office building at Plac Europejski 2, 11th floor, with the following agenda:
1.    Opening of the Extraordinary General Meeting.
2.    Election of the Chairperson of the Extraordinary General Meeting.
3.    Confirmation of the proper convening of the Extraordinary General Meeting and its ability to adopt resolutions.
4.    Election of the Ballot Counting Committee.
5.    Adoption of the agenda of the Extraordinary General Meeting.
6.    Changes in the composition of the Supervisory Board.
7.    Adoption of a resolution on the amendment of the Company’s Articles of Association.
8.    Adoption of a resolution on covering the costs of convening and holding the Extraordinary General Meeting.
9.    Closing General Meeting.
II. Procedures concerning the participation in the General Meeting the exercise of voting rights
Shareholder’s right to request the inclusion of specific items on the agenda
A shareholder or shareholders representing at least 1/20 of the share capital may request that certain matters be placed on the agenda of the General Meeting. The request should contain a justification or a draft resolution concerning the proposed matter of the agenda and should be delivered to the Company in writing or in electronic form at the e-mail address wz@benefitsystems.pl,  however not later than 21 days before the scheduled date of the General Meeting, i.e. 17 February 2026.
Furthermore, with due regard to Principle 4.6 (second sentence) of the Best Practice for Warsaw Stock Exchange (“GPW”) Listed Companies 2021, the Management Board shall request the relevant shareholder(s) referred to above to submit a justification for the proposed resolution where such justification has not been included in the original request.
Shareholders submitting such request to the Management Board should duly document their entitlement to exercise this right, in particular by demonstrating that they represent the required portion of the Company’s share capital. The Management Board is obliged to announce any changes to the agenda introduced at the request of shareholders immediately, but no later than 18 days before the scheduled date of the General Meeting. Such announcement shall be made in the same manner as the convening of the General Meeting
Shareholder’s right to submit draft resolutions
A shareholder or shareholders representing at least 1/20 of the share capital may submit to the Company draft resolutions concerning matters placed on the agenda of the General Meeting or those that are to be placed prior to the date of the General Meeting, in writing or by electronic mail at the e-mail address wz@benefitsystems.pl. The shareholders should document their authorization to exercise this right by providing relevant documents in writing.
During the General Meeting, each of the shareholders may submit draft resolutions concerning the matters placed on the agenda.
With due regard to Principles 4.6 (second sentence) and 4.8 of the Best Practice for GPW Listed Companies 2021, the Management Board shall request shareholders to submit draft resolutions no later than 3 days before the General Meeting, together with their justifications, in order to enable shareholders participating in the General Meeting to vote on resolutions with due understanding.
Verification of identity and entitlement of shareholders
Shareholders requesting the inclusion of specific items on the agenda or submitting draft resolutions should attach documents confirming their entitlement, in particular a deposit certificate issued by the entity maintaining the securities account, or a certificate of the right to participate in the General Meeting referred to in Article 406³ §1 of the CCC.
In the case of a shareholder other than a natural person, documents confirming authorization to represent the shareholder (e.g. an excerpt from the relevant register) must also be provided. These requirements apply both to written and electronic submissions. Documents should be submitted in a form appropriate to the method of submission (originals, copies or PDF scans).
The Company may take necessary actions to identify shareholders and verify their entitlement.
Exercise of voting rights by proxy
The shareholders are authorized to participate in the General Meeting in person or through a proxy.
The power of attorney to participate in the General Meeting of the Company and to exercise the right of vote should be granted in writing or in electronic form and delivered at the e-mail address wz@benefitsystems.pl (at the latest by 8.00 on the day of the General Meeting). The power of attorney granted in electronic form does not require a secure electronic signature verified using a valid qualified certificate. From the publication date of the announcement on the Internet website of the Company under the address www.benefitsystems.pl, folder For Investors/Corporate Governance/General Meeting, forms with the master power of attorney and forms for voting through a proxy will be made available for downloading in electronic form. The Company does not require the use of these templates. In the event that voting instructions are granted to a proxy, the Company shall not verify whether the proxy exercises the voting rights in accordance with the instructions received from the principal.
The power of attorney, granted by a shareholder being a physical person, should contain the data which allow to identify the shareholder, including: name and surname, address of the place of residence, PESEL number, data of the identity card of the shareholder: document number, date of issuance, and issuing body.
The power of attorney, granted by a shareholder not being a physical person, should contain the data which allow to identify the shareholder, including also a copy of an extract from the relevant register or another document confirming the authorization of the natural person(s) to represent the shareholder.
The notification of the granting of a power of attorney should also specify its scope, including in particular the number of shares from which the voting rights will be exercised, as well as the date and identification of the General Meeting at which such rights will be exercised..
The Company also undertakes other appropriate actions to identify the shareholder and proxy to verify the validity of the power of attorney granted in electronic form, whereby the actions should be proportionate. Such verification may, in particular, consist of requesting the submission of additional documents or addressing follow-up inquiries in electronic or telephone form, or by other means of remote communication, to the shareholder or the proxy in order to confirm the granting of the power of attorney and the scope thereof. The Company reserves the right to treat a failure to respond to questions posed in the course of the verification process as an inability to verify the granting of the power of attorney, which may constitute grounds for refusing to admit the proxy to participate in the General Meeting.
For the purpose of identifying the proxy, the Management Board of the Company reserves the right to request that the proxy, upon signing the attendance list, present:
1)    in the case of a proxy who is a natural person – the original identity document of the proxy; or
2)    in the case of a proxy who is not a natural person – the original or a copy (certified as a true copy of the original) of an extract from the relevant register or another document confirming the authorization of the natural person(s) to represent the proxy at the General Meeting (e.g. an uninterrupted chain of powers of attorney), as well as the identity document of such natural person(s) authorized to represent the proxy.
If the proxy at the General Meeting is a Member of the Management Board, a Member of the Supervisory Board, a liquidator, an employee of the Company, or a member of a governing body or an employee of a subsidiary of the Company, the power of attorney may authorize representation at only one General Meeting. Such proxy is obliged to disclose to the shareholder any circumstances indicating the existence or potential occurrence of a conflict of interest. The granting of a further power of attorney is excluded. Such proxy shall vote in accordance with the instructions given by the shareholder.
The shareholders will be registered half an hour before the start of the General Meeting.
Electronic participation and voting
Participation in the General Meeting and speaking during the meeting will not be possible using electronic means of communication.
The Company does not provide for voting by correspondence or electronically.
Shareholder’s right to ask questions
Shareholders participating in the General Meeting have the right to ask questions concerning matters included on the agenda, in accordance with Article 428 of the CCC.
III. The registration date to participate in the General Meeting falls on 22 February 2026. 
The General Meeting may be attended only by those persons who are shareholders as of the registration date, i.e. 16 days before the date of the General Meeting.
In order to participate in the General Meeting, an appropriate registration must be made through the entity maintaining the securities account. Namely, at the request of the holder entitled to be dematerialized bearer shares of the Company, submitted not earlier than after the announcement of convening the General Meeting and no later than the first weekday after the date of registration of participation in the General Meeting (i.e. on 23 February, 2026), the entity maintaining the account securities issues a certificate of the right to participate in the General Meeting. At the request of the person authorized in the content of the certificate, a part or all of the Company's shares registered on his securities account should be indicated.
The Company shall prepare the list of shareholders entitled to participate in the General Meeting on the basis of a list provided by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych), drawn up on the basis of registered certificates of the right to participate in the General Meeting issued by entities maintaining securities accounts.
The person authorized to participate in the General Meeting may access the full text of the documents that are to be submitted to the General Meeting, including draft resolutions, in the office of the Management Board of the Company in Warszawa, Plac Europejski 2 from 9 a.m to 5 p.m., where the list of the shareholders authorized to participate in the General Meeting will be made available as well (for three weekdays before the General Meeting). The shareholder may request that a list of shareholders entitled to participate in the General Meeting be sent to him free of charge via e-mail, giving the address to which the list should be sent. The request should be submitted to the following address: wz@benefitsystems.pl in PDF format. The request should be accompanied by copies of documents confirming the applicant’s status as a shareholder of the Company or the authorization to act on the shareholder’s behalf.
IV. Availability of documentation and website address
Any information on the General Meeting will be published on the Internet website of the Company under the following address: www.benefitsystems.pl/en/for-investors/corporate-governance/general-meetings-of-shareholders/
The Management Board presents, as attachments, draft resolutions submitted by the shareholder, a draft resolution on the amendment of the Articles of Association, and the request to convene the General Meeting together with its justification.
With respect to the resolution referred to in item 6 of the proposed agenda concerning changes in the composition of the Company’s Supervisory Board, nominations of candidates should be submitted in accordance with § 20(2) of the Company’s Articles of Association.
V. Live broadcast
The General Meeting will be broadcast live. The broadcast will start at 11:00 a.m. and will be available at: www.benefitsystems.pl/en/for-investors/corporate-governance/general-meetings-of-shareholders/