RB: 32/2025
Date: 06 May 2025
Registration of a share capital increase and amendments to the articles of association of the Company
Legal basis: Article 56 (1)(2) Act on Public Offering – current and periodic information

Text of the report:

The Management Board of Benefit Systems S.A. with its registered office in Warsaw (the “Company”) hereby announces that on 6 May 2025 it has received information that the District Court for the capital city of Warsaw in Warsaw, made an entry in the register of entrepreneurs kept for the Company of the amendment of the articles of association of the Company, including the increase of the Company’s share capital from the amount of PLN 2,995,742.00 (two million nine hundred ninety-five thousand seven hundred forty-two zlotys 00/100) up to PLN 3,275,742.00 (three million two hundred seventy-five thousand seven hundred forty-two zlotys 00/100) through the issue of 280,000 (two hundred and eighty thousand) series H ordinary bearer shares of the Company with a nominal value of PLN 1.00 each (the “Registration”) issued pursuant to Resolution No. 4/08.04.2025 of the Extraordinary General Meeting of the Company of 8 April 2025 on the increase of the Company’s share capital through the issue of ordinary bearer Series H Shares and the exclusion of all the pre-emptive rights of its existing shareholders in relation to all Series H Shares, the seeking of admission and introduction of Series H Shares and rights to Series H Shares to trading on a regulated market operated by the Warsaw Stock Exchange, the dematerialization of Series H Shares and rights to Series H Shares, the authorization to execute an agreement for the registration of Series H Shares and rights to Series H Shares in the depository of securities, and on amendments to the Articles of Association of the Company (the “Issue Resolution”).
As at the date of this current report, the total number of votes attached to all the shares issued by the Company (after the Registration) is 3,275,742 (three million two hundred seventy-five thousand seven hundred forty-two) with the share capital being represented by 3,275,742 (three million two hundred seventy-five thousand seven hundred forty-two) shares in the Company with the nominal value of PLN 1.00 (one zloty 00/100) each, including:
1)    2,204,842 (two million two hundred four thousand eight hundred forty-two) ordinary bearer shares of series A;
2)    200,000 (two hundred thousand) ordinary bearer shares of series B;
3)    150,000 (one hundred and fifty thousand) ordinary bearer shares of series C;
4)    120,000 (one hundred and twenty thousand) ordinary bearer shares of series D;
5)    74,700 (seventy-four thousand seven hundred) ordinary bearer shares of series E;
6)    184,000 (one hundred eighty-four thousand) ordinary bearer shares of series F;
7)    62,200 (sixty-two thousand two hundred) ordinary bearer shares of series G; and
8)    280,000 (two hundred eighty thousand) ordinary bearer shares of series H.
The Management Board of the Company presents below the amendments introduced to the articles of association of the Company. 
Wording of the amended sections of the Company’s articles of association after the Registration:
Ҥ 6.
1.    The Company's share capital amounts to PLN 3,275,742.00 (three million two hundred seventy-five thousand seven hundred forty-two zlotys) and is divided into 3,275,742 (three million two hundred seventy-five thousand seven hundred forty-two) ordinary shares with a nominal value of PLN 1.00 (one zloty) each, including:
(a)    2,204,842 (two million two hundred four thousand eighty-two) series A bearer shares with a nominal value of PLN 1.00 (one zloty) each;
(b)    200,000 (two hundred thousand) series B bearer shares with a nominal value of PLN 1.00 (one zloty) each;
(c)    150,000 (one hundred and fifty thousand) series C ordinary bearer shares with a nominal value of PLN 1.00 (one zloty) each, subscribed as a result of the exercise of rights under subscription warrants issued by the Company pursuant to Resolution No. 6/2010 of the Extraordinary General Meeting of 24 November 2010;
(d)    120,000 (one hundred and twenty thousand) ordinary bearer shares of series D with a nominal value of PLN 1.00 (one zloty) each, subscribed as a result of the exercise of rights under subscription warrants issued by the Company pursuant to Resolution No. 19/31.05.2012 of the Ordinary General Meeting of 31 May 2012;
(e)    74,700 (seventy-four thousand seven hundred) ordinary bearer shares of series E with a nominal value of PLN 1.00 (one zloty) each, subscribed as a result of the exercise of rights under subscription warrants issued by the Company pursuant to Resolution No. 21/15.06.2016 of the Ordinary General Meeting of 15 June 2016;
(f)    184,000 (one hundred and eighty-four thousand) series F ordinary bearer shares with a nominal value of PLN 1.00 (one zloty) each;
(g)    62,200 (sixty-two thousand two hundred) ordinary bearer shares of series G with a nominal value of PLN 1.00 (one zloty) each;
(h)    280,000 (two hundred and eighty thousand) ordinary bearer shares of series H with a nominal value of PLN 1.00 (one zloty) each.”
A consolidated text of the articles of association of the Company incorporating the above amendments will be disclosed to the public when such consolidated text of the articles of association is determined by the Supervisory Board of the Company pursuant to the authorization contained in the Issue Resolution.