RB: 43/2023
Date: 6 Septemeber 2023
Notifications of changes to the shareholding
Legal basis: Art. 70 sec. 1 of the Act on Public Offering

Text of the report:

The Management Board of Benefit Systems S.A. (the “Company”) announces that on 6 September 2023 it became aware about receiving from Mr James Van Bergh (the “Notifier”) on 5 September 2023 a notification  according to art. 69 sec. 1 point 1 and art. 69 sec. 1 point 2 in connection with art. 69a sec. 1 point 3 and art. 87 sec. 5 point 1 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (the “Act”) about simultaneous direct sale and indirect purchase of major shareholding in the Company, as a result of which the threshold (directly downwards and indirectly upwards) of 15% of the total number of votes in the Company was exceeded.
The threshold of 15% of the total number of votes in the Company was exceeded as a result of the conclusion on 5 September 2023, between the Notifier, as seller, and Benefit Invest 1 Company, controlled by the Notifier, based in the city of Halifax, Nova Scotia, Canada ("Benefit Invest 1"), as buyer, under Canadian law and outside regulated market, of a civil law share purchase agreement of 453,691 shares in the Company, representing 15.47% percent of the total number of votes in the Company (the "Transaction"). The Transaction involved all of the shares in the Company held by the Notifier.
The settlement of the Transaction did not result in a change in the number of shares in the Company's share capital or in the total number of votes in the Company held directly or indirectly (jointly) by the Notifier:
1) before the settlement of the Transaction, the Notifier directly held 453,691 shares in the Company, representing 15.47% of the shares in the Company's share capital, representing 453,691 votes at the Company's general meetings, representing 15.47% of the total number of votes in the Company. Currently, i.e. after the settlement of the Transaction, the Notifier directly does not hold any shares in the Company.
2) prior to the settlement of the Transaction, the Notifier indirectly through Benefit Invest 1 did not hold any shares in the Company. Currently, i.e. after the settlement of the Transaction, indirectly through Benefit Invest 1, the Notifier holds 453,691 shares in the Company, representing 15.47% of the shares in the Company's share capital, representing 453,691 votes at the Company's general meetings, representing 15.47% of the total number of votes in the Company.
In addition, the Company's Board of Directors announces that on September 6 it became about receiving on 5 September 2023 from the Notifier acting on behalf of Benefit Invest 1, which it controls, of a notification pursuant to Article 69 sec. 1 point 1 of the Act that the threshold of 15% of the total number of votes in the Company was exceeded as a result of the Transaction.
Prior to the settlement of the Transaction, Benefit Invest 1 did not directly or indirectly hold any shares in the Company.
After the settlement of the Transaction, Benefit Invest 1 holds 453,691 shares in the Company, representing 15.47% of the Company's share capital, representing 453,691 votes at the Company's general meetings, representing 15.47% of the total number of votes in the Company.
In addition, the Board of Directors of the Company announces that on September 6, 2023, it became aware about receiving from the Notifier acting as a party to the Agreement (as defined below), Benefit Invest Limited, with its seat in Dublin ("BI"), Foundation Drzewo i Jutro with its seat in Warsaw ("Foundation"), and Benefit Invest 1 of a notification pursuant to Article 87 sec. 3 of the Act about Benefit Invest 1's entry on 5 September 2023 into the Agreement (within the meaning of Article 87 sec. 1 point 5 of the Act) existing until the aforementioned date between BI, the Foundation and the Notifier (the "Agreement").
Due to Benefit Invest 1 joining the Agreement despite the conclusion of a civil law share purchase agreement of 453,691 shares in the Company, representing 15.47% of the total number of votes in the Company (the "Transaction"), on 5 September 2023, between the Notifier as the seller and Benefit Invest 1, controlled by the Notifier, as the buyer, under Canadian law and over the counter, the total number of votes in the Company's share capital as well as the total number of votes in the Company held by the members of the Agreement did not change.
Prior to the settlement of the Transaction, Benefit Invest 1 did not hold any shares in the Company, while the Notifier, BI and the Foundation held a total of 732,609 shares in the Company, representing 24.97% of the Company's share capital, entitling them to 732,609 votes at the Company's general meetings, representing 24.97% of the total number of votes in the Company, including:
•    The Notifier held 453,691 shares in the Company, representing 15.47% of the Company's share capital, entitling it to 453,691 votes at the Company's general meetings, representing 15.47% of the total number of votes in the Company;
•    BI held 70,421 Benefit Systems shares, representing 2.40% of the Company's share capital, entitling it to 70,421 votes at the Company's general meetings, representing 2.40% of the total number of votes in the Company;
•    Foundation held 208,497 shares in the Company, representing 7.11% of the Company's share capital, entitling it to 208,497 votes at the Company's general meetings, representing 7.11% of the total number of votes in the Company.
Currently, i.e. after the settlement of the Transaction, Benefit Invest 1, BI and the Foundation hold a total of 732,609 shares in the Company, representing 24.97% of the Company's share capital, entitling them to 732,609 votes at the Company's general meetings, representing 24.97% of the total number of votes in the Company, whereby:
•    Benefit Invest 1 holds 453,691 shares in the Company, representing 15.47% of the Company's share capital, entitling it to 453,691 votes at the Company's general meetings, representing 15.47% of the total number of votes in the Company;
•    BI holds 70,421 shares in the Company, representing 2.4% of the Company's share capital, entitling it to 70,421 votes at the Company's general meetings, representing 2.4% of the total number of votes in the Company;
•    The Foundation holds 208,497 shares in the Company, representing 7.11% of the Company's share capital, entitling it to 208,497 votes at the Company's general meetings, representing 7.11% of the total number of votes in the Company;
•    The Notifier does not directly hold any shares in the Company.
The aforementioned notifications are attached to this report.