RB 16/2018 
Date: 22 March 2018
Subject: The Company’s intention to procure funds with a view to on-going development of the Group, by way of issuance of series F ordinary bearer shares of the Company without the pre-emptive right of the existing stockholders and resale of the treasury shares of the Company.
Legal basis: Art. 17 item 1 MAR – inside information

This report shall not be disseminated, published or distributed, whether directly or indirectly, in the territory of or into the United States of America, Australia, Canada, Japan, or any other jurisdiction where the foregoing is subject to restrictions or prohibited by law.

Due to the fact that on 22 March 2018, the Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter, the ‘Issuer’ and/or the ‘Company’) decided to call Extraordinary General Meeting of the Company, as announced by Company in its current report No. 15/2018 of 22 March 2018, the Management Board of the Issuer hereby announces the Company’s intention to procure funds for achieving of specific objective by way of simultaneous performance of: (i) increase of the share capital of the Company by way of issuance of up to 184 000 series F ordinary bearer stocks of the Company (hereinafter, the ‘Series F Stocks’) involving withdrawal of the pre-emptive right of the existing shareholders of the Company; and (ii) transfer (resale) of up to 100 000 (one hundred thousand) treasury shares of the Company (hereinafter, the ‘Treasury Shares’).

The Company intends to pursue: (i) issuance of the Series F Shares, by way of private subscription, within the meaning of Article 431 § 2 Item 1 of the Polish Code of Commercial Companies, which will be only addressed to selected investors; and (ii) disposal (resale) of the Treasury Shares by way of submitting an offer for acquisition of the Treasury Shares which will be only addressed to selected investors as well. The Company intends to perform the issuance of the Series F Shares and transfer of the Treasury Shares by way of private offering or a public offering that will be only addressed to selected categories of investors, whereby no prospectus or any other offering document needs to be prepared for the purpose of such offering.

In connection with the above-mentioned intention to procure funds, the Company has already obtained the required consents from its Supervisory Board.

Specific terms and conditions of the issuance of the Series F Shares and disposal (resale) of the Treasury Shares that are contemplated by the Company are specified in draft resolutions that the Company published in attachment to Company’s current report No. 15/2018 of 22 March 2018.

It is the Company’s goal to procure funds for continued development of the Group and to take advantage of its growth potential, in particular on the foreign markets, both of the sports cards segment and of the supporting investments into the fitness sector.

Procurement of funds by the Company with a view to realizing the aforesaid goal is contingent upon adoption of the aforesaid resolutions by the Extraordinary General Meeting of the Company.

Disclaimer:

This current report was prepared in compliance with the requirements set forth in Article 17 Sec. 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
The character of this current report is solely informative. The purpose of its publication by the Company is only to provide the most important information about the funds procurement contemplated by the Company. This current report shall not, in any manner whatsoever, whether directly or indirectly, either serve the purpose of promoting subscription of a new issue shares or transfer of the Issuer’s treasury stocks or constitutes a promotional material that was prepared or published by the Company with a view to promoting new issue shares or their subscription or transfer of the Issuer’s treasury stocks or to encouraging, whether directly or indirectly, acquisition or taking up of the stocks. So far, the Company has published no material aimed at promoting stocks of new issue or their subscription or transfer of the Issuer’s treasury stocks.

Neither this material nor any part hereof is intended for dissemination, whether directly or indirectly, in the territory of or into the United States of America, or any other country where public dissemination of the information contained herein may be subject to restrictions or be prohibited by law. The securities referred to herein have not and shall not be registered pursuant to the U.S. 1933 Securities Act, as amended, and may neither be offered nor transferred in the territory of the United States of America save for transactions that are not subject to the registration obligation as provided in the U.S. Securities Act or on the basis of an exemption from the registration obligation.