RB 60/2018
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. 3 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’), received from Mr James Van Bergh (hereinafter, the ‘Notifying Party’), who was acting in his own name and also on behalf of company under the business name of Benefit Invest Ltd with its registered office in Dublin (hereinafter, the ‘BI’) and on behalf of the Fundacja Benefit Systems with its registered seat in Warsaw (hereinafter, the ‘Foundation’) a notice (hereinafter, the ‘Notice’).

The Notifying Party informed the Company that on 25 June 2018, the Foundation acceded to an agreement concerning the Company (within the meaning of Article 87 Sec. 1 Item 5) of the Act on Public Offering), which had been concluded between BI and the Notifying Party (hereinafter, the ‘Agreement’) before the Company’s shares were admitted to trading on the regulated market and which had existed until the aforesaid date.

Due to the fact that the Foundation has acceded to the Agreement, the total number of votes in the Company held by the members of the Agreement has not changed in spite of execution, on 26 June 2018, of donation agreement between the Foundation as the donee and BI as the donor (hereinafter, the ‘Transaction’), as a result of which, 250 000 shares in the Company representing 8.74% of its share capital, entitling to 250 000 votes at the General Meetings of the Company and accounting for 8.74% of the total number of votes in the Company, were transferred to the Foundation.

As of 25 June 2018, i.e. immediately before the Transaction: (a) the Foundation did not hold any shares in the Company, whereby the Notifying Party and BI held jointly 1 158 891 shares in the Company which represented 40.54% of the share capital of the Company, entitled to 1 158 891 votes at the Company’s General Meetings and accounted for 40.54 % of the total number of votes in the Company, of which:

a) The Notifying Party held 586 285 shares in the Company, which represented 20.51% of the share capital of the Company, entitled to 586 285 votes at the General Meetings of the Company and accounted for 20.51% of the total number of votes in the Company;
b) BI held 572 606 shares in the Company which represented 20.03% of the share capital of the Company, entitled to 572 606 votes at the General Meetings of the Company and accounted for 20.03% of the total number of votes in the Company.

After the Transaction, the Foundation, BI and the Notifying Party now hold in aggregate 1 158 891 shares in the Company, which represent 40.54% of the share capital of the Company, entitle to 1 158 891 votes at the General Meetings of the Company and account for 40.54% of the total number of votes at the Company, whereby:
a) 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;
b) 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;
c) The Notifying Party holds 586 285 shares in the Company, which represent 20.51 % of the share capital of the Company, entitle to 586.285 votes at the General Meetings of the Company and account for 20.51 % of the total number of votes in the Company.

In addition, the Notifying Party announced as follows:
1) Neither the Foundation, nor BI or the Notifying Party has any subsidiary within the meaning of Article 4 Item 15) of the Act on Public Offering that might hold any shares 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 Foundation, BI and/or the Notifying Party; and
3) Neither the Foundation, nor BI or the Notifying Party are entitled to votes derived from stocks in the Company as referred to in Article 69 Sec. 4 Items 7) – 8) of the Act on Public Offering.