Current Report 74/2018
Date: 28 September 2018
Purchase of own shares by Benefit Systems S.A.
Legal basis: Article 56 Sec. 1 Item 2 of the Public Offering Act – the current and periodic information

Text of the Report:

The Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter, the “Company”) on the basis of the Policy Governing Distribution of Profit Among the Shareholders which is applicable to the Company in years 2016-2019 (as announced in current report No. 3/2016 of 10 February 2016) and with reference to current report No. 71/2018 of 11 September on the offer of purchase of shares (hereinafter, the “Offer”) hereby announces that they have performed a purchase of the Company's own shares.

As a consequence of the settlement  - on 28 September 2018 – of the transaction of purchase of own shares, the Company acquired in total 46 363 (say: forty-six thousand three hundred and sixty three) own shares, each with the nominal value of PLN 1.00 (say: one and 00/100 zloty) per share (hereinafter, the “Acquired Shares”). As of the date of this report, the said shares account in total for 1.62% of the share capital of the Company, and in aggregate  correspond to 46 363 votes at the General Meeting of the Company, i.e. 1.62% of total votes. The purchase price amounted to PLN 1 100.00 (say: one thousand one hundred 00/100 zlotys) per Acquired Share and totaled PLN 50 999 300.00 (say: fifty million nine hundred and ninety nine thousand three hundred 00/100 zlotys) for all the Acquired Shares.

The transaction was effected outside the regulated market through the mediation of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (Branch – the Brokerage House of PKO Bank Polski in Warsaw), as a consequence of the settlement of the Offer. The shareholders notified the total of 2 504 600 (say: two million five hundred and four thousand six hundred) shares for sale as part of the Offer. Due to the fact that the total number of shares notified by the shareholders for sale as part of the Offer (i.e. 2 504 600 shares) exceeded the total number of shares that the Company intended to purchase as part of the Offer (i.e. 46 363  shares), the total number of the shares acquired from individual shareholders was calculated using the principle of reduction, which was described in detail in Point 9 of the Offer. The average rate of reduction was approx. 98.15%.

Prior to settlement of the Offer, the Company held 8 448 of its own shares. After the Offer has been settled, the Company now holds 54 811 of its own shares, each with the nominal value of PLN 1.00 (say: one and 00/100 zloty) per share, which (at the date of this report) in total account for 1.92% of the share capital of the Company and in total correspond to 54 811 votes at the General Meeting of the Company, i.e. 1.92% of total votes.

Acting in compliance with law, the Company shall not exercise the shareholder's rights derived from the own shares held thereby.

Legal basis:

Article 56 Sec. 1 Item 2 of Act of 29 July 2005 on Public Offering,  Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (consolidated text in Journal of Laws [Dz. U.] of 2016, Item 1639) and  §5 Sec. 1 Item 6 in conjunction with §12 of the Regulation of the Minister of Finance of 19 February 2009 concerning Current and Periodic Information  Provided by Issuers of Securities and the Conditions for Recognising Information Required by the Laws of a Non-member State as Equivalent (consolidated text in Journal of Laws [Dz. U.] of 2014 Item 133)  and Article 5 Sec. 3 of the MAR Regulation.