RB: 44/2025
Date: 28 May 2025
Notification from the shareholder on the commencement of the process of selling a part of the shares in the company in an accelerated bookbuilding
Legal basis: Art. 17 item 1 of MAR – inside information

Text of the report:

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES OF AMERICA, OR ANY OTHER JURISDICTION IN WHICH IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE WOULD BE PROHIBITED OR RESTRICTED BY APPLICABLE LAW.
The Management Board of Benefit Systems S.A. (“Company”) announces that on 28 May 2025, it was notified by the Company’s shareholder, Benefit Invest 1 Company (“Selling Shareholder”) (“Notification”), that after the submission of the Notification, an accelerated bookbuilding process directed to selected investors meeting certain criteria, i.e., in Poland and outside the United States of America, in reliance on Regulation S under the US Securities Act of 1933, as amended, exclusively to (i) qualified investors within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC ("Prospectus Regulation") (including, in so far as it forms part of UK domestic law under the European Union (Withdrawal) Act 2018) or to (ii) investors who acquire securities for a total consideration of at least EUR 100,000 per investor, for which (in each case) the requirement to publish a prospectus will not apply, pursuant to Article 1(4)(a) or Article 1(4)(d) of the Prospectus Regulation ("ABB"), the purpose of which will be to sell a total of approximately 260,000 dematerialised ordinary bearer shares in the Company, representing approximately 7.94% of the share capital of the Company and representing approximately 7.94% of the total number of votes in the Company ("Sale Shares"), with the final number of Sale Shares to be announced together with the sale price of the Sale Shares after the book closing.
Santander Bank Polska S.A. – Santander Biuro Maklerskie, together with Banco Santander, S.A. (collectively, "Santander"), is the sole entity responsible for the placement of the Sale Shares, acting the sole global coordinator and bookrunner in connection with the ABB.
Pursuant to the Notification:
•    The bookbuilding will commence immediately and may be terminated at any time. The Selling Shareholder reserves the right to change the terms or timing of the ABB at any time and to suspend the ABB or cancel the ABB at any time.
•    Due to family issues, Mr. James Van Bergh (the beneficiary of Benefit Invest 1 Company) has decided to dispose part of his stake in Benefit Systems to be able to attend to personal matters. Mr. James Van Bergh remains supportive of recent strategic moves and maintains a positive outlook on the Company’s prospects. The transaction does not concern Fundacja Drzewo i Jutro founded by Mr. Van Bergh and his wife, which continues its statutory activity and remains a significant shareholder of the Company
•    In connection with the ABB, the Selling Shareholder and Fundacja Drzewo i Jutro have agreed, subject to customary exceptions, to observe a restriction on the transferability of the remaining shares in the Company held by them after the ABB for a period of 180 days from the date of settling the sale of the Sale Shares in the ABB.

LEGAL DISCLAIMERS
This announcement and the information contained herein are for information purposes only and do not constitute any advertisement within the meaning of Article 22 of the Prospectus Regulation.
This announcement and the information contained herein do not form or constitute and may not be regarded as an offer to sell or the solicitation of an offer to buy any of the securities referred to herein in any jurisdiction, including the United States, Canada, Australia, South Africa, Japan or any other jurisdiction in which such publication, offer, solicitation or sale would be unlawful. The securities may not be offered or sold in the United States without registration or an applicable exemption from United States registration requirements. No public offer of securities is to be made in the United States, and neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of the securities laws of the United States, Canada, Australia, South Africa or Japan.
This announcement is for informational purposes only and is directed exclusively to the Company. Any offer mentioned in this announcement is exclusively directed at persons (1) in the EEA who are qualified investors within the meaning of the Prospectus Regulation or who acquire securities for a total consideration of at least EUR 100,000 per investor, and (2) in the United Kingdom who are qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, who have professional experience in matters relating to investments, who fall within the provisions of Article 19(5) of the Financial Services and Markets Act of 2000 (Financial Promotion) Order 2005 (as amended, “Order”) or are high net worth entities subject to the provisions of Article 49(2)(a) to (d) of the Order or are persons to whom an offer of the placement shares may otherwise be lawfully communicated (all such persons being referred to as the “Relevant Persons”), and no one else can take any action on the basis thereof.
In particular, this announcement is not an offer of securities for sale in the United States. The securities to which this announcement relates have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”) and may not be offered or sold in the United States without registration or an exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offering of the securities in the United States. This announcement does not, and shall not, in any circumstances constitute a public offering, or an offer to sell or to subscribe for, or a solicitation to offer to purchase or to subscribe for securities in any jurisdiction. The distribution of this announcement and the offering or sale of the securities in certain jurisdictions may be restricted by law.
This announcement does not constitute a recommendation concerning any securities. In connection with the transaction referred to in this announcement, Santander is providing offering and placement services for financial instruments to the Selling Shareholder only, and not to any other entities.
This announcement includes statements that are, or may be deemed to be, forward-looking. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “intends”, “expects”, “will”, or “may”, or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding intentions, beliefs or current expectations. No assurance can be given that the events and circumstances described in the forward-looking statements in this announcement will materialise. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.