Pre-Annual General Meeting Information • May 22, 2025
Pre-Annual General Meeting Information
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Report Content Announcement on convening the Ordinary General Meeting of Shareholdersof Benefit Systems S.A. on 17 June 2025, at 11:00 a.m and draftresolutions.I. Date and agenda of the General Meeting
In accordance with Art. 395 and Art. 4021 § 1 of the CommercialCompanies Code, the Management Board of Benefit Systems S.A. with itsregistered office in Warszawa (hereinafter referred to as the "Company")convenes the Ordinary General Meeting of the Company Benefit SystemsS.A. to take place on 17 June 2025, at 11:00 a.m. (hereinafter referredto as the "General Meeting"). The General Meeting will take place in theregistered office of the Company in Warszawa, plac Europejski 2, floorXI, and will have the following agenda:
1. Opening the General Meeting.
2. Electing the Chairperson of the General Meeting.
3. Confirming that the General Meeting was duly convened and is capableof adopting valid resolutions.
4. Electing the Counting Committee.
5. Approving the agenda of the General Meeting.
6. Presentation of the Supervisory Board:
a) a concise assessment of the Company's financial position, includingthe internal control system and the management system of significantrisks,
b) the Report of the Supervisory Board for 2024 and the assessment ofthe activities of the Supervisory Board during 2024.
c) Reports of the Supervisory Board on the evaluation of: (i) theCompany's separate financial statements for 2024; (ii) the BenefitSystems Group's consolidated financial statements for 2024; (iii) theconsolidated directors report on the activities of the Benefit SystemsGroup for 2024.
7. Reviewing and approving the financial statements of the CompanyBenefit Systems S.A. for 2024.
8. Reviewing and approving the consolidated financial statements of theCapital Group Benefit Systems for 2024.
9. Reviewing and approving the Directors' Report of the Management Boardon the Activities of the Capital Group Benefit Systems for 2024.
10. Reviewing and approving the report on the activities of theSupervisory Board for 2024.
11. Adopting the resolution on the distribution of net income for 2024.
12. Adopting the resolution on granting a vote of acceptance to theMembers of the Company's Management Board.
13. Adopting the resolution on granting a vote of acceptance to theMembers of the Company's Supervisory Board.
14. Adopting the resolution on expressing an opinion on the 2024Remuneration Report.
15. Adopting the resolution on the amendment of the Company's Articlesof Association.
16. Presentation of the material contents of the merger plan with thefollowing companies: (i) Gym Poznań sp. z o.o. with its registeredoffice in Warsaw and (ii) Yes to Move sp. z o.o. with its registeredoffice in Warsaw, to the shareholders of the Company along with all thematerial changes within the assets and liabilities of the Company whichoccurred from the date of preparation of the merger plan to 17 June 2025.
17. Adoption of resolution concerning a plan of merger of the Companywith the following companies: (i) Gym Poznań sp. z o.o. with itsregistered office in Warsaw and (ii) Yes to Move sp. z o.o. with itsregistered office in Warsaw, along with the granting of consent for theplan of merger of the companies.
18. Closing the General Meeting.
II. Procedures concerning the participation in the General Meeting
A shareholder or shareholders representing at least 1/20 of the sharecapital may request that certain matters be placed on the agenda of theGeneral Meeting. The request should contain a justification or a draftresolution concerning the proposed matter of the agenda and should bedelivered to the Company in writing or in electronic form at the e-mailaddress [email protected], however not later than May 27th, 2025,while the shareholders should document their authorization to exercisethis right by providing relevant documents in writing.
A shareholder or shareholders representing at least 1/20 of the sharecapital may submit to the Company draft resolutions concerning mattersplaced on the agenda of the General Meeting or those that are to beplaced prior to the date of the General Meeting, in writing or byelectronic mail at the e-mail address [email protected]. Theshareholders should document their authorization to exercise this rightby providing relevant documents in writing.
During the General Meeting, each of the shareholders may submit draftresolutions concerning the matters placed on the agenda.
The shareholders are authorized to participate in the General Meeting inperson or through a proxy.
The power of attorney to participate in the General Meeting of theCompany and to exercise the right of vote should be granted in writingor in electronic form and delivered at the e-mail [email protected] (at the latest by 8.00 on the day of the GeneralMeeting). The power of attorney granted in electronic form does notrequire a secure electronic signature verified using a valid qualifiedcertificate. From the publication date of the announcement on theInternet website of the Company under the address www.benefitsystems.pl,folder For Investors/Corporate Governance/General Meeting, forms withthe master power of attorney and forms for voting through a proxy willbe made available for downloading in electronic form. The power ofattorney in electronic form, granted by a shareholder being a physicalperson, should contain the data which allow to identify the shareholder,including: name and surname, address of the place of residence, PESELnumber, data of the identity card of the shareholder: document number,date of issuance, and issuing body. The power of attorney in electronicform, granted by a shareholder not being a physical person, shouldcontain the data listed in the first sentence with regard to the personsgranting the power of attorney in the name of the shareholder.
The notice about the shareholder's granting a power of attorney inelectronic form should be accompanied by a scanned identity document ordocuments of the shareholder or its representatives, if the shareholderis not a physical person. The Company also undertakes other appropriateactions to identify the shareholder and proxy to verify the validity ofthe power of attorney granted in electronic form, whereby the actionsshould be proportionate. The representatives of the legal persons shouldhold an original or a copy of the extract from the relevant registercertified by a public notary, if their right of representation does notresult from any register, they should hold a power of attorney inwriting and an original power of attorney valid as of the date it isgranted or a copy of the extract from the relevant register certified bya public notary. The shareholders and proxies should hold their identitycards.
The Rules and Regulations of the General Meeting of the Company does notprovide for a possibility to attend the General Meeting, speak and votewith the use of the means of electronic communication or to vote bypost. The shareholders will be registered half an hour before the startof the General Meeting.
The General Meeting will be broadcast live. The broadcast will start at11.00 and the link to the broadcast will be available atwww.benefitsystems.pl/en/for-investors/corporate-governance/general-meeting-of-shareholders/
III. The registration date to participate in the General Meeting fallson June 1st, 2025.
The General Meeting may be attended only by those persons who areshareholders as of the registration date, i.e. 16 days before the dateof the General Meeting. In order to participate in the General Meeting,an appropriate registration must be made through the entity maintainingthe securities account. Namely, at the request of the holder entitled tobe dematerialized bearer shares of the Company, submitted not earlierthan after the announcement of convening the General Meeting and nolater than the first weekday after the date of registration ofparticipation in the General Meeting (i.e. on June 2nd, 2025), theentity maintaining the account securities issues a certificate of theright to participate in the General Meeting. At the request of theperson authorized in the content of the certificate, a part or all ofthe Company's shares registered on his securities account should beindicated. The person authorized to participate in the General Meetingmay access the full text of the documents that are to be submitted tothe General Meeting, including draft resolutions, in the office of theManagement Board of the Company in Warszawa, plac Europejski 2, wherethe list of the shareholders authorized to participate in the GeneralMeeting will be made available as well (for three weekdays before theGeneral Meeting). The shareholder may request that a list ofshareholders entitled to participate in the General Meeting be sent tohim free of charge via e-mail, giving the address to which the listshould be sent.
Any information on the General Meeting will be published on the Internetwebsite of the Company under the following address:www.benefitsystems.pl/en/for-investors/corporate-governance/general-meetings-of-shareholders/
IV. Draft resolutions
The Management Board presents draft resolutions with their justificationfor the General Meeting and Management Board opinion as annexed to thisReport.
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