RB: 53/2022
Date: 15 December 2022
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 the Company received court decision dated 28 October 2022 issued by the District Court for the Capital City of Warsaw in Warsaw regarding the registration of the amendment into the Articles of Association of the Company (the "Registration") on basis of the Resolution No. 5/30.09.2022 of the Extraordinary General Meeting of the Company adopted on 30 September 2022. The Management Board of the Company informed about the adoption of the above mentioned resolution in current report No. 41/2022 of 30 September 2022.

Following the Registration:

1. § 15 Sec. 1 and Sec. 2 of the Articles of Association of the Company have been amended:

"1.The Management Board shall be composed of one (1) to six (6) members who shall be appointed for a joint term of office of four (4) years. A change to the panel of the Management Board during a term of office that has already started shall not interrupt the course of the term of office.

2.Management Board members may be re-appointed for subsequent terms of office."

so that they read as follows:

"1. The Management Board shall consist of between one (1) and six (6) members, appointed for a joint term of four (4) years. A change to the panel of the Management Board during a term of office that has commenced shall not interrupt the term of office. The term of office of the Management Board shall coincide with the full financial years of the Company.

2.Members of the Management Board may be re-appointed for successive terms of office, however such reappointment may take place no earlier than one (1) year before the expiry of the current term of office."

2. § 17 Sec. 7 of the Articles of Association of the Company has been deleted;

3. § 19 Sec. 7 of the Articles of Association of the Company has been added, which now reads as follow:

"7. With regard to the above, the Management Board shall not be bound by the information obligations as referred to in Article 3801§ 1 and 3801 §2 of the Commercial Companies Code. However, the Management Board shall provide the Supervisory Board from time to time with aggregated and objectively necessary information on the Company's operational, investment and personnel situation, as required under specific circumstances."

4. § 20 Sec. 3 and Sec. 6 of the Articles of Association of the Company have been amended:

"3.Members of the Supervisory Board shall be appointed to a joint five-year term of office."

(...)

"6.Members of the Supervisory Board may be reappointed."

so that they read as follows:

"3. Members of the Supervisory Board shall be appointed for a joint term of office of five (5) years. The term of office of the Supervisory Board shall coincide with the full financial years."

(...)

"6. Members of the Supervisory Board may be re-appointed for successive terms of office, however such reappointment may take place no earlier than one (1) year before the expiry of the current term of office."

5. § 21 Sec. 1 of the Articles of Association of the Company has been amended:

"1. In the first meeting of the Supervisory Board, the Supervisory Board shall elect, with the absolute majority of votes, the Chairperson and Deputy Chairperson of the Supervisory Board in secret ballot.'

so that it reads as follows:

"1. The Supervisory Board shall elect, with the absolute majority of votes, the Chairperson and Deputy Chairperson of the Supervisory Board in secret ballot.

6. § 23 Sec. 5 of the Articles of Association of the Company has been added, which now reads as follow:

"5. During the meeting, the Supervisory Board may also adopt resolutions on matters not included in the proposed agenda, provided that the members of the Supervisory Board attending the meeting in their absolute majority do not oppose it."

7. § 24 of the Articles of Association of the Company has been amended:

"The Supervisory Board shall adopt their own by-laws which shall provide in detail for the mode of their procedure. The by-laws of the Supervisory Board shall be approved by the General Meeting."

so that it reads as follows:

"The Supervisory Board shall adopt their own by-laws which shall provide in detail for the mode of their procedure."

8. § 25 Sec. 3 of the Articles of Association of the Company has been amended:

"3. The Supervisory Board shall perform their duties collectively, however, a Supervisory Board member may be delegated to individually perform specific supervisory activities."

so that it reads as follows:

"3. The Supervisory Board shall perform its duties collectively."

9. § 25 Sec. 4 of the Articles of Association of the Company has been deleted;

10. § 27 Sec. 3 (c) of the Articles of Association of the Company has been amended:

"3. The competencies of the Supervisory Board shall in particular include:

(c) submitting annual written reports on the outcomes of the assessmentswhich are referred to in letter points a. and b. above to the General Meeting;"

so that it reads as follows:

"3. The competencies of the Supervisory Board shall in particular include:

(c) preparing an annual written reports on the outcomes of the assessments which are referred to in letter points a. and b. above to present it to the General Meeting, as well as supervisory board report in the meaning of Article 382§ 3 point 3 of the Commercial Companies Code (Supervisory Board Report). "

and by adding Sec. 6 to read as follows:

"6. The General Meeting is authorised to determine the maximum total cost of remuneration of all the advisors to the Supervisory Board that the Company may incur during a financial year, which cost however shall not exceed 50% of the total remuneration due to the Supervisory Board for the previous financial year."

A consolidated text of the Articles of Association of the Company incorporating the above amendments is attached as appendix hereto. The consolidated text of the Articles of Association of the Company was adopted by the Supervisory Board of the Company on December 15, 2022.