RB: 61/2023
Date: 19 December 2023
Decision on Amendment to the Company's Articles of Association
Legal basis: Article 56 Sec. 1 Item 2 of the Act on Public Offering – Current and Periodic Information

Text of the report:

The Management Board of Benefit Systems S.A. with its registered seat in Warsaw (the "Company") hereby announces that the Company received court decision dated 30 November 2023 issued by the District Court for the Capital City of Warsaw in Warsaw regarding the registration of the amendment into the Articles of Association of the Company (the "Registration") on basis of the Resolution No. 6/20.11.2023 of the Extraordinary General Meeting of the Company adopted on 20 November 2023. The Management Board of the Company informed about the adoption of the above mentioned resolution in current report No. 58/2023 of 20 November 2023.
Following the Registration:
§6 of the Articles of Association of the Company with the following wording:

Ҥ 6

1.    The share capital of the Company amounts to PLN 2,894,287.00 (say: two million eight hundred ninety-four thousand and two hundred and eighty-seven zlotys) and is divided into 2,894,287.00 (say: two million eight hundred ninety-four thousand and two hundred and eighty-seven) ordinary shares, each with the nominal value of PLN 1.00 (say: one zloty), including:
(a)    2,204,842 (say: two million two hundred and four thousand eight hundred and forty-two) series A bearer shares numbered from A0000001 to A2204842;
(b)    200,000 (say: two hundred thousand) series B bearer shares numbered from B000001 to B200000;
(c)    150,000 (say: one hundred and fifty thousand) ordinary series C bearer shares, each with the nominal value of PLN 1.00 (say: one zloty), which have been taken up as a result of exercise of the rights derived from subscription warrants issued by the Company on the basis of Resolution No. 6/2010 of the Extraordinary General Meeting of 24 November 2010;
(d)    120,000 (say: one hundred and twenty thousand) ordinary series D bearer shares, each with the nominal value of PLN 1.00 (say: one zloty), which have been taken up as a result of exercise of the rights derived from subscription warrants issued by the Company on the basis of Resolution No. 19/31.05.2012 of the Ordinary General Meeting of 31 May 2012;
(e)    35,445 (say: thirty-five thousand four hundred forty-five) ordinary series E bearer shares, each with nominal value of PLN 1.00 (say: one zloty), which have been taken up as a result of exercise of the rights derived from subscription warrants issued by the Company on the basis of Resolution No. 21/15.06.2016 of the Ordinary General Meeting of 15 June 2016
(f)    184,000 (say: one hundred and eighty four thousand) ordinary series F bearer shares, each with the nominal value of PLN 1.00 (say: one zloty).
2.    The series A bearer shares have been issued in return for shares in Benefit Systems Spółka z ograniczoną odpowiedzialnością which is referred to in §1 above, as a consequence of transformation of the latter company performed in accordance with Title IV of Section III of Act of 15 September 2000 – Code of Commercial Companies (Journal of Laws [Dz. U.] No. 94, Item 1037, as amended), which were  covered by the assets of the transformed company.
3.    The contingent share capital of the Company shall amount to PLN 189,555.00 (one hundred eighty nine thousand five hundred fifty five) and shall be divided into the following:
1)    64,555 (sixty four thousands five hundred fifty five) series E ordinary bearer shares with a nominal value of PLN 1.00 (one zloty) each;
2)    125,000 (one hundred twenty five thousands) series G ordinary bearer shares with a nominal value of PLN 1.00 (one zloty) each.
4.    The purpose of the contingent share capital increase is:
1)    to vest the right to take up the series E shares in the holders of the Subscription Warrants issued by the Company on the basis of Resolution No. 21/15.06.2016 of the Ordinary General Meeting of 15 June 2016. The persons eligible to take up the series E shares shall be  the holders of the Subscription Warrants of series G, H, I and J issued by the Company.
2)    to vest the right to take up the series G shares in the holders of the Subscription Warrants issued by the Company pursuant to resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021. The persons eligible to take up the series G shares shall be the holders of the series K1, K2, L, Ł, M and N Subscription Warrants issued by the Company.
5.    The right to take up the shares of:
1)    the series E - may be exercised until 30 September 2021.
2)    the series G - may be exercised by the holders of:
a) series K1 subscription warrants - until 31 December 2025;
b) series K2 subscription warrants - until 31 December 2025;
in the event that the participation criteria specified in §2(a) of Resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021 are met; or until 31 December 2026; in the event that the participation criteria specified in §4, section 2(b) of Resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021 are met;
c) series L subscription warrants - until 31 December 2025;
d) series Ł subscription warrants - until 31 December 2025;
e) series M subscription warrants - until 31 December 2025; and
f) series N subscription warrants - until 31 December 2026.”
By adding new, following wording:

Ҥ 6

1.    The share capital of the Company amounts to PLN 2,933,542.00 (say: two million nine hundred thirty three thousand and five hundred and forty two zlotys) and is divided into 2, 933,542.00 (say: two million nine hundred thirty three thousand and five hundred and forty two) ordinary shares, each with the nominal value of PLN 1.00 (say: one zloty), including:
(a)    2,204,842 (say: two million two hundred and four thousand eight hundred and forty-two) series A bearer shares numbered from A0000001 to A2204842;
(b)    200,000 (say: two hundred thousand) series B bearer shares numbered from B000001 to B200000;
(c)    150,000 (say: one hundred and fifty thousand) ordinary series C bearer shares, each with the nominal value of PLN 1.00 (say: one zloty), which have been taken up as a result of exercise of the rights derived from subscription warrants issued by the Company on the basis of Resolution No. 6/2010 of the Extraordinary General Meeting of 24 November 2010;
(d)    120,000 (say: one hundred and twenty thousand) ordinary series D bearer shares, each with the nominal value of PLN 1.00 (say: one zloty), which have been taken up as a result of exercise of the rights derived from subscription warrants issued by the Company on the basis of Resolution No. 19/31.05.2012 of the Ordinary General Meeting of 31 May 2012;
(e)    74.700 (say: seventy four thousand seven hundred) ordinary series E bearer shares, each with nominal value of PLN 1.00 (say: one zloty), which have been taken up as a result of exercise of the rights derived from subscription warrants issued by the Company on the basis of Resolution No. 21/15.06.2016 of the Ordinary General Meeting of 15 June 2016
(f)    184,000 (say: one hundred and eighty four thousand) ordinary series F bearer shares, each with the nominal value of PLN 1.00 (say: one zloty).
2.    The series A bearer shares have been issued in return for shares in Benefit Systems Spółka z ograniczoną odpowiedzialnością which is referred to in §1 above, as a consequence of transformation of the latter company performed in accordance with Title IV of Section III of Act of 15 September 2000 – Code of Commercial Companies (Journal of Laws [Dz. U.] No. 94, Item 1037, as amended), which were  covered by the assets of the transformed company.
3.    The contingent share capital of the Company shall amount to PLN 125,000.00 (one hundred twenty five thousand) and shall be divided into 125,000 (one hundred twenty five thousand) series G ordinary bearer shares with a nominal value of PLN 1.00 (one zloty) each.
4.    The purpose of the contingent share capital increase is to vest the right to take up the series G shares in the holders of the Subscription Warrants issued by the Company pursuant to resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021. The persons eligible to take up the series G shares shall be the holders of the series K1, K2, L, Ł, M and N Subscription Warrants issued by the Company.
5.    The right to take up the shares of the series G - may be exercised by the holders of:
a) series K1 subscription warrants - until 31 December 2025;
b) series K2 subscription warrants - until 31 December 2025;
in the event that the participation criteria specified in §2(a) of Resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021 are met; or until 31 December 2026; in the event that the participation criteria specified in §4, section 2(b) of Resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021 are met;
c) series L subscription warrants - until 31 December 2025;
d) series Ł subscription warrants - until 31 December 2025;
e) series M subscription warrants - until 31 December 2025; and
f) series N subscription warrants - until 31 December 2026.”
A consolidated text of the Articles of Association of the Company incorporating the above amendments is attached as appendix hereto.