RB: 40/2025
Date: 12 May 2025
Notifications of changes to the shareholding
Legal basis: Article 70 Sec. 1 of the Act on Public Offering – Acquisition or Disposal of a Significant Block of Shares

Text of the report:

The Management Board of Benefit Systems S.A. with its seat in Warsaw (the “Company”) announces that on 9 May 2025 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 with its seat in Dublin, Ireland (“Benefit Invest Limited”), and Fundacja Drzewo i Jutro with its seat in Warsaw (“Fundacja”), hereinafter jointly referred to as the “Shareholders’ Agreement”, a notification pursuant to Article 69 sec. 1 or 2 in connection with Article 87 sec. 1 point 5 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies of 29 July 2005 (the “Act”), regarding a change in the total number of votes in the Company held by the Shareholders’ Agreement in comparison to the number indicated in the last notification submitted under the Act, i.e. the notification of 17 May 2024.
The reduction in the total number of votes held by the Shareholders’ Agreement resulted from the registration in the National Court Register maintained for the Company by the District Court for the Capital City of Warsaw, of amendments to the Articles of Association of the Company, including an increase of the Company’s share capital from PLN 2,995,742.00 to PLN 3,275,742.00 through the issuance of 280,000 series H ordinary bearer shares with a nominal value of PLN 1.00 each (the “New Issue”), based on resolution no. 4/08.04.2025 of the Extraordinary General Meeting of the Company dated 8 April 2025 (the “Registration of the Share Capital Increase”), about which the Company informed in current report no. 32/2025 dated 6 May 2025. Members of the Shareholders’ Agreement, including the Notifier, did not participate in the subscription of the shares under the New Issue.
Prior to the Registration of the Share Capital Increase, the Shareholders’ Agreement held 662,188 shares in the Company, representing 22.10% of the Company’s share capital, entitling them to 662,188 votes at the Company’s general meeting, representing 22.10% of the total number of votes in the Company.
Following the Registration of the Share Capital Increase, the Shareholders’ Agreement holds 662,188 shares in the Company, representing 20.21% of the Company’s share capital, entitling them to 662,188 votes at the Company’s general meeting, representing 20.21% of the total number of votes in the Company.
Directly prior to the Registration of the Share Capital Increase:
•    The Notifier held 453,691 shares in the Company, jointly representing approx. 15.14% of the Company’s share capital and entitling it to 453,691 votes at the Company’s general meeting, representing approx. 15.14% of the total number of votes in the Company
•    Benefit Invest Limited held no shares in the Company;
•    Fundacja held 208,497 shares in the Company, jointly representing approx. 6.96% of the Company’s share capital and entitling it to 208,497 votes at the Company’s general meeting, representing approx. 6.96% of the total number of votes in the Company
Directly following the Registration of the Share Capital Increase:
•    The Notifier holds 453,691 shares in the Company, jointly representing approx. 13.85% of the Company’s share capital and entitling it to 453,691 votes at the Company’s general meeting, representing approx. 13.85% of the total number of votes in the Company;
•    Benefit Invest Limited holds no shares in the Company;
•    Fundacja holds 208,497 shares in the Company, jointly representing approx. 6.36% of the Company’s share capital and entitling it to 208,497 votes at the Company’s general meeting, representing approx. 6.36% of the total number of votes in the Company.
Additionally, the Management Board of the Company announces that on 9 May 2025 it received a notification from the Notifier, acting as a party to the Shareholders’ Agreement on its own behalf, as well as on behalf of Benefit Invest Limited and Fundacja, pursuant to Article 69 sec. 1 or 2 in connection with Article 87 sec. 1 point 5 of the Act, regarding the fact that Benefit Invest Limited is no longer a party to the Shareholders’ Agreement. As Benefit Invest Limited does not hold any shares in the Company, the total number of votes in the Company’s share capital, as well as the total number of votes in the Company held by the remaining members of the Shareholders’ Agreement, has not changed.
The aforementioned notifications are attached to this report.