RB: 49/2022
Date: 18 November 2022
Notifications of changes to the shareholding
Legal basis: Art. 70 sec. 1 of the Act on Public Offering

Text of the report:

1. The Management Board of Benefit Systems S.A. (the “Company”) announces that on 17 November 2022, it was notified by James Van Bergh, acting as a party to the Shareholders’ Agreement (as defined below), between him, Benefit Invest Limited with its seat in Dublin (“Benefit Invest”) and Fundacja Drzewo i Jutro with its seat in Warsaw (the “Foundation”) (jointly as the “Shareholders’ Agreement”), based on Art. 69 (1)(2) in connection with Art. 87 (1)(5), Art. 87 (1a) and Art. 87 (3) of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (the “Act on Public Offering”) of an amendment to the ownership of the total number of votes in the Company previously held by the Shareholders’ Agreement with respect to the statement indicated in the last notification provided by the Shareholders’ Agreement under the Act on Public Offering, i.e. in the notification of 22 August 2022.
The reduction of the total number of votes in the Company held by the Shareholders’ Agreement is a result of a transaction involving the disposal of 250,000 shares of the Company on the regulated market of the WSE held by Benefit Invest and the Foundation on 17 November 2022 (the “Transaction”).
Prior to the Transaction, the Shareholders’ Agreement held 982,609 shares in the Company, representing 33.50% of the Company's share capital, entitling it to 982,609 votes at the Company's general meeting, representing 33.50% of the total number of votes in the Company.
Following the Transaction, the Shareholders’ Agreement holds 732,609 shares in the Company, representing 24.97% of the Company's share capital, entitling it to 732,609 votes at the Company's general meeting, representing 24.97% of the total number of votes in the Company.
Directly prior to the Transaction:
•    Benefit Invest held 295,421 shares in the Company, representing jointly approx. 10.07% of the Company's share capital and entitling it to 295,421 votes at the Company's general meeting, representing approx. 10.07% of the total number of votes at the Company's general meeting;
•    The Foundation held 233,497 shares in the Company, representing jointly approx. 7.96% of the Company's share capital and entitling it to 233,497 votes at the at the Company's general meeting, representing approx. 7.96% of the total number of votes at the Company's general meeting; and
•    James Van Bergh held 453,691 shares in the Company, representing jointly approx. 15.47% of the Company's share capital and entitling him to 453,691 votes at the Company's general meeting, representing approx. 15.47% of the total number of votes at the Company's general meeting.
Directly following the Transaction:
•    Benefit Invest holds 70,421 shares in the Company, representing jointly approx. 2.40% of the Company's share capital and entitling it to 70,421 votes at the Company's general meeting, representing approx. 2.40% of the total number of votes at the Company's general meeting;
•    The Foundation holds 208,497 shares in the Company, representing jointly approx. 7.11% of the Company's share capital and entitling it to 208,497 votes at the Company's general meeting, representing approx. 7.11% of the total number votes at the Company's general meeting; and
•    James Van Bergh holds the same number of shares as prior to the Transaction, i.e. 453,691 shares in the Company, representing jointly approx. 15.47% of the Company's share capital and entitling him to 453,691 votes at the Company's general meeting, representing approximately 15.47% of the total number of votes at the Company's general meeting.
2. Furthermore, the Management Board of the Company announces that on 17 November 2022 it received from Benefit Invest a notification pursuant to Article 69(1)(2) of the Act on Public Offering on the amendment to the ownership of the total number of votes in the Company as a result of the Transaction.
3. In addition, the Management Board of the Company announces that on 17 November 2022 it received from Agnieszka Van Bergh, as the ultimate beneficial owner of Benefit Invest and James Van Bergh as the President of Benefit Invest 2 Corporation (the controlling entity of Benefit Invest), notifications pursuant to Article 69 (1)(2) in connection with Article 69a (1)(3) of the Act on Public Offering on the indirect disposal of shares in the Company as a result of the Transaction (the respective changes in the ownership of the Company's shares are described in section 1 above).
4. Additionally, James Van Bergh, representing Benefit Invest, separately on behalf of the Shareholders’ Agreement and separately as the President of Benefit Invest 2 Corporation, and Agnieszka Van Bergh as the ultimate beneficial owner of Benefit Invest respectively, declared that:
1)    in relation to the Foundation, Benefit Invest, James Van Bergh, Benefit Invest 2 Corporation and Agnieszka Van Bergh, there are no subsidiaries within the meaning of Article 4(15) of the Act on Public Offering (in relation to Benefit Invest 2 Corporation other than Benefit Invest, and in relation to Agnieszka Van Bergh other than Benefit Invest 2 Corporation and Benefit Limited) that hold shares in the Company;
2)    with regard to the Foundation, Benefit Invest, James Van Bergh, Benefit Invest 2 Corporation and Agnieszka Van Bergh, there are no persons referred to in Article 87(1)(3)(c) of the Act on Public Offering; and
3)    The Foundation, Benefit Invest, James Van Bergh, Benefit Invest 2 Corporation and Agnieszka Van Bergh are not entitled to votes from the shares of the Company referred to in Article 69(4)(7)-(9) of the Act on Public Offering other than those indicated above.