RB 48/2018
Date: 2018-05-31
Subject: Notification of ownership
Legal basis: Article 70(1) of the Offering Act 

The Report read as follows: 
The Management Board of Benefit Systems S.A. with its registered office in Warsaw ("Company", "Benefit Systems") announces that it received Mrs Agnieszka Van Bergh's ("Notifier") notification on 31 May 2018 pursuant to Article 69(2) (1) (a) in conjunction with Article 87(5) (1) 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 an indirect decrease in the Notifier's share in the total number of votes in the Company by at least 2%.

The decrease in the Notifier's share in the total number of votes of the Company is indirect and due to the fact that the Notifier remains the parent company – within the meaning of Article 4(14) of the Offering Act – of Benefit Invest Ltd with its registered office in Dublin, Clifton House, Fitzwilliam Street Lower, Dublin 2, Ireland ("BI"), which is a direct shareholder of Benefit Systems. 

The indirect decrease in the Notifier's 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 held indirectly – through BI, i.e. the subsidiary within the meaning of Article 4(15) of the Offering Act – 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 indirectly by the Notifier.

Following the Increase Registration, the Notifier holds indirectly, i.e. through BI (subsidiary of the Notifier), 572 606 shares of Benefit Systems, which accounted 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.

Both before and after the Increase Registration, the Notifier did not hold directly any share of Benefit Systems.  

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