RB 47/2018
Date: 2018-05-31
Subject: Notification of ownership
Legal basis: Article 70(1) of the Offering Act

The Management Board of Benefit Systems S.A. with its registered office in Warsaw ("Company", "Benefit Systems") announces that it received Mr James Van Bergh's ("Notifier") – acting on his own behalf – and Benefit Invest Ltd's ("BI") – with its registered office in Dublin, Clifton House, Fitzwilliam Street Lower, Dublin 2, Ireland – notification on 31 May 2018 pursuant to Article 69(2) (1) (a) in conjunction with Article 87(1a) and Article 87(1) (5) and Article 87(3) of the Act of 29 July 2005 on public offering and conditions for introducing financial instruments to organised trading and on public companies (i.e. Journal of Laws of 2018 item 512) ("Offering Act") of a decrease in the Notifier's and BI's – operating under a Benefit Systems agreement – total share in the total number of votes in the Company by at least 2%.

The decrease in the Notifier's and BI's total share in the total number of votes in the Company following registration, by a district court on 25 May 2018, of an increase in the share capital of the Company from PLN 2 674 842.00 to PLN 2 858 842.00 by issuing 184 000 bearer's ordinary shares of Benefit Systems, F series ("Increase Registration").

As at 24 May 2018, i.e. just before the Increase Registration, the Notifier and BI held 1 158 891 shares of Benefit Systems in total, which accounted for 43.33% of the share capital of the Company, entitling it to 1 158 891 votes at General Meetings of Benefit Systems accounting for 43.33% of the total number of votes in the Company, including:

a)    the Notifier held 586 285 shares of Benefit Systems, which accounted for 21.92% of the share capital of the Company, entitling it to 586 285 votes at General Meetings of Benefit Systems accounting for 21.92% of the total number of votes in the Company;
b)    BI held 572 606 shares of Benefit Systems, which accounted for 21.41% of the share capital of the Company, entitling it to 572 606 votes at General Meetings of Benefit Systems accounting for 21.41% of the total number of votes in the Company.

The Increase Registration did not lead to changing the number of shares of the Company held by the Notifier and BI.

Following the Increase Registration, the Notifier and BI hold 1 158 891 shares of Benefit Systems in total, which account for 40.54% of the share capital of the Company, entitling them to 1 158 891 votes at General Meetings of Benefit Systems accounting for 40.54% of the total number of votes in the Company, including:
a)    the Notifier holds 586 285 shares of Benefit Systems, which account for 20.51% of the share capital of the Company, entitling it to 586 285 votes at General Meetings of Benefit Systems accounting for 20.51% of the total number of votes in the Company;
b)    BI holds 572 606 shares of Benefit Systems, which account for 20.03% of the share capital of the Company, entitling it to 572 606 votes at General Meetings of Benefit Systems accounting for 20.03% of the total number of votes in the Company.

Furthermore, the Notifier announced that:
1)    the Notifier and BI have no subsidiaries within the meaning of Article 4(15) of the Offering Act, which would hold shares of Benefit Systems;
2)    the Notifier and BI have no persons, who are referred to in Article 87(1) (3) (c) of the Offering Act, and
3)    the Notifier and BI are not entitled to vote the shares of Benefit Systems referred to in Article 69(4) (7) and (8) of the Offering Act.