Current Report  73/2018 
Date: 28 September 2018
Completion of private placement of the Company’s Series F ordinary bearer shares - a supplement to Current Report No. 39/2018 of 17 May 2018
Article 56 Sec. 1 Item 2 of the Public Offering Act – the current and periodic information

Text of the Report:

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.

The Management Board of Benefit Systems S.A. (the “Company” or the “Issuer”), as a supplement to Current Report No. 39/2018 of 17 May 2018 concerning the completion of private placement within the meaning of the Act of 15 September 2000 - Commercial Companies Code within the framework of the public offering of 184 000 (one hundred eighty four thousand) ordinary bearer series F shares in the Company with a nominal value of PLN 1.00 (one) each (the “Series F Shares”) (the “Offering”), hereby informs that costs incurred by the Company with reference to the Offering reached PLN 4 249 075.65 (four million two hundred and forty nine thousand seventy five 65/100) in total and included as follows:
a) preparing and conducting the Offering: PLN 4 249 075.65 (four million two hundred and forty nine thousand seventy five 65/100);
b) underwriters’ fees: not applicable;
c) the drafting of the prospectus, including the fees of professional advisers: not applicable;
d) advertising of the Offering: not applicable;

Costs incurred by the Company in relation to the Offering were settled and reflected in the accounting records of the Company by way of decreasing the surcharge of the issue value over the nominal value of the issued shares.The presentation of the aforementioned costs in the financial statements of the Company corresponds to their recognition in the accounting records of the Company.

The average cost of subscription incurred by the Company per one Series F Share amounted to PLN 23,09 (twenty three 9/100).

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 for information only and is published by the Company solely in order to provide additional information about the completion of private placement of ordinary bearer Series F shares in the Company as a supplement to current report No. 39/2018 of 17 May 2018. This current report is by no means intended, whether directly or indirectly, to promote the subscription of the new shares or the sale of the treasury shares of the Issuer, and does not represent promotional material prepared or published by the Company for the purpose of promoting the new shares or their subscription or the treasury shares or their resale or for the purpose of encouraging an investor, whether directly or indirectly, to acquire the treasury shares 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: § 16 item 1 of 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.