RB: 31/2022
Date: 12 June 2022
Decision on amendments to the company's articles of association
Legal basis: Article 56 Sec. 1 Item 2 of the Act on Public Offering – Current and Periodic Information

Text of the report:

The Management Board of Benefit Systems S.A. with its registered seat in Warsaw (the "Company") hereby announces that the Company received court decision dated 22 July 2022 issued by the District Court for the Capital City of Warsaw in Warsaw regarding the registration of the amendment into the Articles of Association of the Company (the “Registration”) on basis of the Resolution No. 21/29.06.2022 of the Ordinary General Meeting of the Company adopted on 29 June 2022. The Management Board of the Company informed about the adoption of the above mentioned resolution in current report No. 21/2022 of 29 June 2022.
Following the Registration:
1.    § 4 Section 4 of the Articles of Association of the Company has been added, which now reads as follows:

"4. The purpose of the Company is the pursuit of long term economic success of the Company by conducting its business activities in a manner that has a significant positive impact on the society and the environment, taken as a whole."

2.    § 5 Section 1 of the Articles of Association of the Company include additional business activity in the following wording:

"72.19.Z Research and development in other natural and engineering sciences;
71.20.B, Other technical analysis and research.”
    
3.    § 19 Section 4, 5 and 6 of the Articles of Association of the Company have been added, which now read as follows:

„4. The member of the management board of the Company performs his duties in a manner that includes the purpose of the company and takes into account, inter alia, the following matters:
(a) the likely consequences of any decision of the management board for the Company and its stockholders, also in the in the long term,
(b) interests of the employees and contractors of the Company, including suppliers,
(c) the need to foster the Company's business relations inter alia with suppliers and customers,
(d) the impact of the Company's activities on the society and in particular local communities,
(e) the impact of the Company's activities on the environment,
(f) the impact of the Company's activities on the stakeholders other than those mentioned in this section,
(g) building and maintaining by the Company the reputation of an entity that complies with high standards of business conduct;
together referred to as "Stakeholder Interests" and each a “Stakeholder Interest”.
5. While performing the obligation specified in § Sec. 4, a member of the management board is not obliged to assign a greater or lesser weight to any of the Stakeholder Interests or their group in relation to the other Stakeholder Interests or their groups.
6. Striving by a member of the management board to achieve the Company's purpose and performance of the obligation specified in § Sec. 4 is acting in the interest of the Company.”
A consolidated text of the Articles of Association of the Company incorporating the above amendments is attached as appendix hereto.