RB: 28/2021
Date: 8 July 2021
Disposal (further resale) of the Company’s treasury shares
Legal basis: Art. 17 item 1 of MAR – inside 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.

With reference to current reports No. 26/2021 of 6 July 2021 and No. 27/2021 of 8 July 2021, the Management Board of Benefit Systems S.A. with its registered office in Warsaw (the „Company”, the “Issuer”) hereby informs that on 8 July 2021 the Company conducted the sale, in the form of block trades on the regulated market operated by the Warsaw Stock Exchange (the settlement of which shall occur not later than on 12 July 2021) of 118,053 treasury shares of the Company, representing 118,053 votes at the Company’s general meeting, accounting for approximately 4.08% of the Company’s share capital and vesting the right to exercise approximately 4.08% of the total number of votes at the Company’s general meeting (the „Treasury Shares”), with the aggregate value, understood as the product of the number of the Treasury Shares sold and the Treasury Shares’ sale price of PLN 800 per one Treasury Share, amounting to PLN 94,442,400 (the “Treasury Shares Sale”).

Prior to effecting the Treasury Shares Sale, the Company held 118,053 treasury shares, representing 118,053 votes at the Company’s general meeting, accounting for approximately 4.08% of the Company’s share capital and vesting the right to exercise approximately 4.08% of the total number of votes at the Company’s general meeting, provided however that the Company did not exercise voting rights attached to treasury shares.

Following the effecting of the Treasury Shares Sale, the Company has no treasury shares.

Disclaimer:

This current report was prepared in accordance with Article 17 Section 1 of Regulation No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

This current report is solely for information purposes and is published by the Company exclusively in order to provide essential information on the sale of the treasury shares by the Company. This current report is by no means intended, whether directly or indirectly, to promote the sale of the treasury shares of the Issuer and does not represent promotional material or advertisement prepared or published by the Company for the purpose of advertising the sale of the treasury shares of the Issuer for the purpose of encouraging an investor, whether directly or indirectly, to acquire the treasury shares. The Company has not published any materials aimed at promoting or advertising the 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.

This current report does not identify or suggest, and is not intended to identify or suggest, risks (direct or indirect) that may be associated with an investment in the Treasury Shares. Any investment decision to purchase Treasury Shares pursuant to the offer, subscription or sale of such shares must be made solely on the basis of publicly available information which has not been independently verified by the Managers.