RB 22/2019
Date: 27 May 2019
Announcement on convening the Ordinary General Meeting of Shareholders of Benefit Systems S.A. on 25 June 2019, at 03:00 p.m.
Legal basis: Art. 56(1)(2) of the Act on public offering - current and periodic information

Text of the report:

I. Date and agenda of the General Meeting

In accordance with Art. 399 § 1 in relation to Art. 395 of the Commercial Companies Code, Art. 402¹ § 1 of the Commercial Companies Code the Management Board of Benefit Systems S.A. with its registered office in Warszawa (hereinafter referred to as the “Company”) convenes the Ordinary General Meeting of the Company Benefit Systems S.A. to take place on 25 June 2019, at 03:00 p.m. (hereinafter referred to as the “General Meeting”). The General Meeting will take place in the registered office of the Company in Warszawa, Plac Europejski 2, floor XI, and will have the following agenda:
1. Opening the General Meeting.
2. Electing the Chairperson of the General Meeting.
3. Confirming that the General Meeting was duly convened and is capable of adopting valid resolutions.
4. Electing the Counting Committee.
5. Approving the agenda of the General Meeting.
6. Presentation of the Supervisory Board:
a. a concise assessment of the Company’s financial position, including the internal control system and the management system of significant risks,
b. the Report of the Supervisory Board for 2018 and the assessment of the activities of the Supervisory Board during 2018.
7. Reviewing and approving the Report of the Supervisory Board on the audit of the financial statements and of the Directors’ Report of the Management Board for 2018.
8. Reviewing and approving the financial statements of the Company Benefit Systems S.A. for 2018.
9. Reviewing and approving the Directors’ Report of the Management Board for 2018.
10. Reviewing and approving the Report of the Supervisory Board on the audit of the consolidated financial statements and of the Directors’ Report on the Capital Group Benefit Systems for 2018.
11. Reviewing and approving the consolidated financial statements of the Capital Group Benefit Systems for 2018.
12. Reviewing and approving the Directors’ Report of the Management Board on the activities of the Capital Group Benefit Systems for 2018.
13. Adopting the resolution on the appropriation of net profit for 2018.
14. Adopting the resolution on granting a vote of acceptance to the Members of the Company’s Management Board.
15. Adopting the resolution on granting a vote of acceptance to the Members of the Company’s Supervisory Board.
16. Adopting the resolution on acquiring the treasury shares of the Company Benefit Systems S.A. and on creating the reserve for acquiring the Company’s treasury shares.
17. Closing the General Meeting.

II. Procedures concerning the participation in the General Meeting

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 4 June 2019, while the shareholders should document their authorization to exercise this right by providing relevant documents in writing.
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.

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 12.00 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 power of attorney in electronic form, 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 in electronic form, granted by a shareholder not being a physical person, should contain the data listed in the first sentence with regard to the persons granting the power of attorney in the name of the shareholder.

The notice about the shareholder’s granting a power of attorney in electronic form should be accompanied by a scanned identity document or documents of the shareholder or its representatives, if the shareholder is not a physical person.

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.

The representatives of the legal persons should hold an original or a copy of the extract from the relevant register certified by a public notary, if their right of representation does not result from any register, they should hold a power of attorney in writing and an original power of attorney valid as of the date it is granted or a copy of the extract from the relevant register certified by a public notary. The shareholders and proxies should hold their identity cards.

The Rules and Regulations of the General Meeting of the Company does not provide for a possibility to attend the General Meeting, speak and vote with the use of the means of electronic communication or to vote by post.

The shareholders will be registered half an hour before the start of the General Meeting.

III. The registration date to participate in the General Meeting falls on 9 June 2019.

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 10 June 2019), 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 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, 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.
Any information on the General Meeting of Shareholders will be published on the Internet website of the Company under the following address: https://www.benefitsystems.pl/en/for-investors/corporate-governance/general-meetings-of-shareholders/

IV. Draft resolutions

The Management Board presents draft resolutions with their justification for the General Meeting on 25 June 2019, as annexed to this Report.