RB 58/2018 
Date: 28 June 2018
Legal basis: Art. 70 sec. 1 of the Act on Public Offering
Subject: Notification of major shareholding

The Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter, the ‘Company’) hereby announces that in furtherance of Article 87 Sec. 5 Item 1) in conjunction with Article 69 Sec. 1 Item 2), Article 69 Sec. 2 Item 1) letter point a) and Article 69a Sec. 1 Item 3) in conjunction with Article 69 Sec. 1 Item 1) of Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (i.e. Journal of Laws [Dz. U] of 2018, Item 512) (hereinafter, the ‘Act on Public Offering’), on 27 June 2018, the Management Board of the Company received, from Ms Agnieszka Van Bergh, (hereinafter, the ‘Notifying Party’), a notice.

The Notifying Party informed the Company about concurrent indirect acquisition (within the meaning of Article 4 Item 27) of the Act on Public Offering) and indirect disposal of shares in the Company in a number representing at least 2% of the total number of votes in the Company.

Concurrent indirect acquisition and disposal, by the Notifying Party, of shares in the Company occurred as a consequence of execution, on 26 June 2018, of donation agreement between the Notifying Party’s subsidiaries (within the meaning of Article  4 Item 15) of the Act on Public Offering), i.e. Benefit Invest Ltd with its registered seat in Dublin (hereinafter, the ‘BI’) and Fundacja Benefit Systems with its registered seat in Warsaw (hereinafter, the ‘Foundation’), on the basis of which BI as the donor donated, and the Foundation, as the donee, received 250 000 shares of the Company, representing 8.74% of the share capital of the Company and entitling to 250 000 votes at the Company’s General Meetings, which account for 8.74% of the total number of votes in the Company (hereinafter, the ‘Transaction’).

As of 25 June 2018, i.e. directly before pursuing the Transaction: (a) the Notifying Party held indirectly, through BI, 572 606 shares in the Company, which represented 20.03% of the share capital of the Company, entitled to 572 606 votes at the Company’s General Meetings and accounted for 20.03 % of the total number of votes in the Company; (b) the Foundation did not hold any shares in the Company.

The Transaction has not resulted in a change either in the number of shares in the Company or votes at the Company’s General Meetings that were indirectly held by the Notifying Party.

After the Transaction, the Notifying Party holds indirectly, i.e. through BI and the Foundation, 572 606 shares in the Company in aggregate which represent 20.03% of the share capital of the Company, entitle to 572 606 votes at the General Meetings of Benefit Systems and account for 20.03% of the total number of votes in the Company, whereby as a result of the Transaction:
a) BI holds 322 606 shares in the Company, which represent 11.28% of the share capital of the Company, entitle to 322 606 votes at the General Meetings of the Company and account for 11.28% of the total number of votes in the Company, whereby BI’s shareholding in the Company has dropped below the threshold of 15% of the total number of votes in the Company;
b) The Foundation holds 250 000 shares in the Company, which represent 8.74% of the share capital of the Company, entitle to 250 000 votes at the General Meetings of the Company and account for 8.74% of the total number of votes in the Company, whereby the Foundation has exceeded the threshold of 5% of the total number of votes in the Company.

The Notifying Party has not held directly any shares in the Company whether before or after the Transaction.

In addition, the Notifying Party announced the following:
1) The Notifying Party has no subsidiaries (within the meaning of Article 4 Item 15) of the Act on Public Offering) other than BI and the Foundation, that might hold any stock in the Company;
2) There is no person which is referred to in Article 87 Sec. 1 Item 3) letter point c) of the Act on Public Offering with respect to the Notifying Party; and
3) The Notifying Party is not entitled to any votes derived from shares in the Company, as referred to in Article 69 Sec. 4 Items 7) – 8) of the Act on Public Offering.