RB 43/2018
Date: 28 May 2018
Subject: Registration of a share capital increase and amendments to the Articles of Association of the Company
Legal basis: Art. 56 item 1 point 2 of the Public Offering Act

Not for release, publication or distribution directly or indirectly, in or into the United States of America, Australia, Canada or Japan or in any other jurisdiction where to do so would be restricted or prohibited by law.

With reference to current reports No. 15/2018 and No. 16/2018 of 22 March 2018, No. 22/2018 of 3 April 2018, No. 28/2018 of 20 April 2018, No. 31/2018 of 8 May 2018, No. 33/2018 of 10 May 2018, No. 37 of 16 May 2018, No. 39 of 17 May 2018, No. 40 and No. 41 of 22 May 2018, the Management Board of Benefit Systems S.A. with its registered office in Warsaw  (the “Company”, the “Issuer”) hereby informs that on 28 May 2018 the Issuer received the court decision dated 25 May 2018 issued by the District Court for the Capital City of Warsaw, in Warsaw, 12th Commercial Division for the National Court Register, regarding the entry into the register of entrepreneurs kept for the Company of: (i) the increase in the Company’s share capital from PLN 2,674,842.00 (two million six hundred seventy-four thousand eight hundred forty-two) to PLN 2,858,842.00 (two million eight hundred fifty-eight thousand eight hundred forty-two), i.e. by PLN 184,000 (one hundred eighty-four thousand), through the issue of 184,000 ordinary bearer Series F shares of the Company with a nominal value of PLN 1.00 (one) each (the “Series F Shares”) issued on basis of the Resolution No. 4/20.04.2018 of the Extraordinary General Meeting of the Company adopted on 20 April 2018 on the increase in the share capital of the Company by way of issuing ordinary bearer Series F shares, on entirely depriving the existing shareholders of their pre-emptive subscription rights with respect to all Series F shares, on amendments to the Articles of Association of the Company and seeking of admission to trading and the introduction of the Series F shares and the rights to Series F shares to trading on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.), as well as on the dematerialization of the Series F shares and the rights to the Series F shares (the “Resolution on the Issue of Series F Shares”); and (ii) the amendments of the Company’s Articles of Association in this regard (collectively as the “Registration”).

Following the Registration, the Company’s share capital is equal to PLN 2,858,842.00 (two million eight hundred fifty-eight thousand eight hundred forty-two) divided into  2,858,842 (two million eight hundred fifty-eight thousand eight hundred forty-two) ordinary bearer shares with a nominal value of PLN 1.00 (one) each, including: (i) 2,204,842 (two million two hundred four thousand eight hundred forty-two) Series A ordinary bearer shares, (ii) 200,000 (two hundred thousand) Series B ordinary bearer shares, (iii) 150,000 (one hundred fifty thousand) Series C ordinary bearer shares, (iv) 120,000 (one hundred twenty thousand) Series D ordinary bearer shares, and (v) 184,000 (one hundred eighty-four thousand) Series F Shares.

Following the Registration, the total number of votes attached to all the issued shares in the Company is 2,858,842 (two million eight hundred fifty-eight thousand eight hundred forty-two) votes.

Following the Registration, § 6 Section 1 of the Articles of Association of the Company now reads as follows:

“1.    The Company’s share capital is equal to PLN 2,858,842.00 (two million eight hundred fifty-eight thousand eight hundred forty-two) divided into 2,858,842,00 (two million eight hundred fifty-eight thousand eight hundred forty-two) ordinary bearer shares with a nominal value of PLN 1.00 (one) each, of which:
a)    2,204,842 (two million two hundred four thousand eight hundred forty-two) ordinary bearer Series A shares numbered from A0000001 to A2204842;
b)    200,000 (two hundred thousand) ordinary bearer Series B shares numbered from B000001 to B200000;
c)    150,000 (one hundred fifty thousand) ordinary bearer Series C shares with a nominal value of PLN 1.00 (one), each subscribed in the exercise of rights attached to subscription warrants issued by the Company pursuant to Resolution No. 6/2010 of the Extraordinary General Meeting of 24 November 2010;
c)    120,000 (one hundred twenty thousand) ordinary bearer Series D shares with a nominal value of PLN 1.00 (one), each subscribed in the exercise of rights attached to subscription warrants issued by the Company pursuant to Resolution No. 19/31.05.2012 of the Extraordinary General Meeting of 31 May 2012;
e)    184,000 (one hundred eighty-four thousand) ordinary bearer Series F shares with a nominal value of PLN 1.00 (one) each.”

The basis of the foregoing amendments to the Articles of Association of the Company is the Resolution on the Issue of Series F Shares.

A consolidated text of the Articles of Association of the Company incorporating the above amendments will be disclosed to the public in a separate current report when such consolidated text of the Articles of Association is determined by the Supervisory Board of the Company.

Disclaimer:

This current report was prepared in accordance with the Regulation of the Minister of Finance of 29 March 2018 on the current and periodic reports disclosed by the securities issuers and on equivalence of information disclosures required by law of non-EU member states.

This current report is solely for information purposes and is published by the Company exclusively in order to provide essential information on the registration of the share capital increase and amendments to the Articles of Association of the Company by the court. This current report is by no means intended, whether directly or indirectly, to promote the subscription of the new shares and does not represent promotional material prepared or published by the Company for the purpose of promoting the new shares or their subscription or for the purpose of encouraging an investor, whether directly or indirectly, to acquire or subscribe for the new shares. The Company has not published any materials aimed at promoting the new shares or their subscription or sale of the treasury shares of the Issuer.

This material is not intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication or use may be subject to restrictions or may be prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This current report is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of the securities described herein in Canada or any province or territory thereof.  No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this current report, the information contained herein or the merits of the securities described herein and any representation to the contrary is an offence.  Under no circumstances is this current report to be construed as an offer to sell securities or as a solicitation of an offer to buy securities in any jurisdiction of Canada. Any offer or sale of the securities described herein in Canada will be made in accordance with applicable Canadian law and under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer registered under applicable securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made.

Legal basis: § 5 item 1 and § 6 of the Regulation of the Minister of Finance of 29 March 2018 on the current and periodic reports disclosed by the securities issuers and on equivalence of information disclosures required by law of non-EU member states.