RB: 17/2021
Date: 19 May 2021
Decision on amendments 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 on 17 May the Company received court decision dated 7 May 2021 issued by the District Court for the Capital City of Warsaw, in Warsaw (the “District Court”) regarding the registration of the amendment into the Articles of Association of the Company (the “Registration”) on basis of the Resolution No. 5/03.02.2021 of the Extraordinary General Meeting of the Company adopted on 3 February 2021. The Management Board of the Company informed about the adoption of the above mentioned resolution in current report No. 3/2021 of 3 February 2021.

Following the Registration, § 6 Section 3-5 of the Articles of Association of the Company now reads as follows:

„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. _ of the Extraordinary General Meeting of ___ 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;
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.

Subsequently, the Company herby announces, that the District Court issued a decision dismissing the registration of amendments into the Articles of Association of the Company on basis of the Resolution No. 22/10.06.2020 and 23/10.06.2020 of the Extraordinary General Meeting of the Company adopted on 10 June 2020. The Management Board of the Company informed about the adoption of the above mentioned resolution in current report No. 18/2020 of 10 June 2020. The Management Board of the Company intends to issue a proposal of amendments into the Articles of Association to be adopted on the earliest Ordinary General Meeting accordingly.