RB: 30/2024
Date: 20 May 2024
Notifications of changes to the shareholding
Legal basis: Art. 70 sec. 1 of the Act on Public Offering

Text of the report:

The Management Board of Benefit Systems S.A. with its seat in Warsaw (the “Company”) announces that on 17 May 2024 it received from Benefit Invest 1 Company with its seat in Halifax, Nova Scotia, Canada (the “Notifier”) acting on its own behalf, Benefit Invest Limited company with its seat in Dublin, Ireland (“Benefit Invest Limited”) and Fundacja Drzewo i Jutro with its seat in Warsaw (“Fundacja”), hereinafter jointly as the “Shareholders’ Agreement” a notification  according to art. 69 sec. 2 point 1 a) in connection with art. 87 sec. 1 point 5 and sec. 3 of the Act on Public Offering, the Conditions Governing the Introduction of Financia Financial Instruments to Organised Trading, and on Public Companies of 29 July 2005 (the “Act”) an amendment to the ownership of the total number of votes in the Company previously held by the Shareholders’ Agreement with respect to the statement indicated in the last notification provided by the Shareholders’ Agreement under the Act, i.e. in the notification of 5 September 2023.
The reduction of the total number of votes in the Company held by the Shareholders’ Agreement is a result of a transaction involving the disposal of 20,000 shares of the Company on the regulated market of the WSE held by Benefit Invest Limited and the Foundation on 16 May 2024 (the “Transaction”).
Prior to the Transaction, the Shareholders’ Agreement held 692,609 shares in the Company, representing 23.41% of the Company's share capital, entitling it to 692,609 votes at the Company's general meeting, representing 23.41% of the total number of votes in the Company.
Following the Transaction, the Shareholders’ Agreement holds 672,609 shares in the Company, representing 22.74% of the Company's share capital, entitling it to 672,609 votes at the Company's general meeting, representing 22.74% of the total number of votes in the Company.
Directly prior to the Transaction:
•    The Notifier held 453,691 shares in the Company, representing jointly approx. 15.34% of the Company's share capital and entitling him to 453,691 votes at the Company's general meeting, representing approx. 15.34% of the total number of votes at the Company's general meeting;
•    Benefit Invest Limited held 30,421 shares in the Company, representing jointly approx. 1.03% of the Company's share capital and entitling it to 30,421 votes at the Company's general meeting, representing approx. 1.03% of the total number of votes at the Company's general meeting;
•    Fundacja held 208,497 shares in the Company, representing jointly approx. 7.05% of the Company's share capital and entitling it to 208,497 votes at the at the Company's general meeting, representing approx. 7.05% of the total number of votes at the Company's general meeting.
Directly following the Transaction:
•    The Notifier holds 453,691 shares in the Company, representing jointly approx. 15.34% of the Company's share capital and entitling him to 453,691 votes at the Company's general meeting, representing approx. 15.34% of the total number of votes at the Company's general meeting;
•    Benefit Invest Limited holds 10,421 shares in the Company, representing jointly approx. 0.35% of the Company's share capital and entitling it to 10,421 votes at the Company's general meeting, representing approx. 0.35% of the total number of votes at the Company's general meeting;
•    Fundacja holds 208,497 shares in the Company, representing jointly approx. 7.05% of the Company's share capital and entitling it to 208,497 votes at the at the Company's general meeting, representing approx. 7.05% of the total number of votes at the Company's general meeting.
Additionally the Notifier declared that:
1)    in relation to the Notifier, Benefit Invest Limited and Fundacja there are no subsidiaries within the meaning of Article 4 point 15 of the Act that hold shares in the Company;
2)    with regard to the Notifier, Benefit Invest Limited and Fundacja there are no persons referred to in Article 87 sec. 1 point 3 c) of the Act; and
3)    The Notifier, Benefit Invest Limited and Fundacja are not entitled to votes from the shares of the Company referred to in Article 69 sec. 4 points 7-8 of the Act and therefore the total number of votes indicated pursuant to Article 69 sec. 4 points 3, 7 and 8 of the Act and its percentage share in the total number of votes is as indicated above.