RB 49/2018
Date: 2018-06-04
Subject: Conditional registration of the series F shares of the Company in the depository for securities
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. 34/2018 of 15 May 2018, No. 37 of 16 May 2018, No. 39 of 17 May 2018 and No. 43 of 28 May 2018, the Management Board of Benefit Systems S.A. with its registered office in Warsaw (the “Company”, the “Issuer”) hereby informs that the National Depository for Securities S.A. (Krajowy Depozyt Papierów Wartościowych S.A.) (the “NDS”) issued a statement no. 347/2018 dated 4 June 2018 on the conclusion between the NDS and the Company of an agreement to register in the depository for securities kept by the NDS of 184,000 (one hundred and eighty-four thousand) series F ordinary bearer shares of the Company with a nominal value of PLN 1.00 (one) per share (the “Series F Shares”) under the ISIN code: PLBNFTS00018, provided that the Series F Shares are introduced to trading on the same regulated market on which the other shares in the Company, marked with the ISIN code PLBNFTS00018, have been introduced.

The registration of the Series F Shares in the depository for securities kept by the NDS will be effected in connection with the closing of accounts maintained for the rights to the Series F Shares marked with the ISIN code PLBNFTS00059, within three days of the receipt by the NDS of the decision of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) on the introduction of Series F Shares to trading on the regulated market on which other shares of the Company marked with the ISIN code PLBNFTS00018 have been introduced; however, not earlier than on the date indicated as the date of the introduction of the Series F Shares to trading on the regulated market.

Information on the registration of the Series F Shares in the depository for securities kept by the NDS under the ISIN code PLBNFTS00018 will be announced by way of an operating statement of the NDS, about issuance of which the Issuer will inform in a separate current report.

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 conditional registration of the Series F ordinary bearer shares of the Company in the depository for securities. 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: § 17 Section 1 point 1 of 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