AGM Information • Jun 28, 2024
AGM Information
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Resolution No. 1/28.06.2024 of the Ordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 28 June 2024
The Ordinary General Meeting of Shareholders hereby elects Mr. Marcin Marczuk to the Chairman of the General Meeting.
The Resolution enters into force upon its adoption.
Mr. Marcin Marczuk found that 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) votes for the Resolution as such were cast in the secret voting, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted with the required majority of votes.
The Chairman of the General Meeting represented that:
a) in accordance with the signed list of attendance, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares, out of total 2,958,292 (two million nine hundred fifty-eight thousand two hundred ninety-two) shares, were represented at the Ordinary General Meeting of Shareholders, entitling to 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) votes, which accounted for 65.05% (sixty-five and five hundredth percent) of share capital of the Company eligible for the Ordinary General Meeting,
b) the represented shareholders met the requirements of Art. 4061 of the Commercial Companies Code.
The Ordinary General Meeting of Shareholders decided to withdraw from the election of the Counting Committee.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,713,214 (one million seven hundred thirteen thousand two hundred fourteen) votes for the Resolution as such were cast, there were no votes against the Resolution and 211,255 (two hundred eleven thousand two hundred fifty-five) votes abstained.
therefore the Resolution was adopted with the required majority of votes.
of the Ordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 28 June 2024 on approving the agenda of the General Meeting
The Ordinary General Meeting of Shareholders hereby approves the agenda of the General Meeting which takes place on 28 June 2024, at 11.00 a.m.:
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted.
on approving the financial statements of BENEFIT SYSTEMS S.A. for 2023
The Ordinary General Meeting of Shareholders hereby approves the financial statements of the Company under the business name Benefit Systems Spółka Akcyjna for the financial year 2023, which consists of:
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,923,548 (one million nine hundred twenty-three thousand five hundred forty-eight) votes for the Resolution as such were cast, there were no votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby approves the consolidated financial statements of the Capital Group Benefit Systems for the financial year 2023, which consists of:
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,923,548 (one million nine hundred twenty-three thousand five hundred forty-eight) votes for the Resolution as such were cast, there were no votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
of the Ordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 28 June 2024 on approving the Directors' Report of the Management Board on the Activities of the
Capital Group Benefit Systems for 2023
The Ordinary General Meeting of Shareholders hereby approves the Directors' Report of the Management Board on the Activities of the Capital Group Benefit Systems in 2023.
§2.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,923,548 (one million nine hundred twenty-three thousand five hundred forty-eight) votes for the Resolution as such were cast, there were no votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby approves the Report on activities of Supervisory Board in 2023.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,923,548 (one million nine hundred twenty-three thousand five hundred forty-eight) votes for the Resolution as such were cast, there were no votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby decides the total net profit for 2023 of PLN 348,612,411.66 zlotys (in words: three hundred forty-eight million six hundred twelve thousand four hundred eleven zlotys 66/100) distribute in a following manner:
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Ms. Emilia Rogalewicz for the discharge of her duties as Member of the Management Board during 2023.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,920,469 (one million nine hundred twenty thousand four hundred sixty-nine) shares were voted, which represented 64.92% (sixty-four and ninety-two hundredth percent) of the share capital of the Company, i.e. 1,920,469 (one million nine hundred twenty thousand four hundred sixty-nine) valid votes were cast,
b) 1,923,548 (one million nine hundred nineteen thousand five hundred forty-eight) votes for the Resolution as such were cast, there were no votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
of the Ordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 28 June 2024
on granting a vote of acceptance to the Member of the Company's Management Board
§1.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Wojciech Szwarc for the discharge of his duties as Member of the Management Board during 2023.
§2.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,923,548 (one million nine hundred twenty-three thousand five hundred forty-eight) votes for the Resolution as such were cast, there were no votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
§1.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Bartosz Józefiak for the discharge of his duties as Member of the Management Board during 2023 in the period from 1 January to 23 August of 2023.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,923,548 (one million nine hundred twenty-three thousand five hundred forty-eight) votes for the Resolution as such were cast, there were no votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Marcin Fojudzki for the discharge of his duties as Member of the Management Board during 2023 in the period from 6 September to 31 December of 2023.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,923,548 (one million nine hundred twenty-three thousand five hundred forty-eight) votes for the Resolution as such were cast, there were no votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. James Van Bergh for the discharge of his duties as Chairman of the Supervisory Board of the Company during 2023.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,922,698 (one million nine hundred twenty-two thousand six hundred ninety-eight) votes for the Resolution as such were cast, there were 850 (eight hundred fifty) votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
of the Ordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 28 June 2024
on granting a vote of acceptance to the Member of the Company's Supervisory Board
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Artur Osuchowski for the discharge of his duties as a Member of the Supervisory Board of the Company during 2023.
§2.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,922,698 (one million nine hundred twenty-two thousand six hundred ninety-eight) votes for the Resolution as such were cast, there were 850 (eight hundred fifty) votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Michael Sanderson for the discharge of his duties as a Member of the Supervisory Board of the Company during 2023.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,922,698 (one million nine hundred twenty-two thousand six hundred ninety-eight) votes for the Resolution as such were cast, there were 850 (eight hundred fifty) votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Marcin Marczuk for the discharge of his duties as Deputy Chairman of the Supervisory Board of the Company during 2023, in the period from 1 January to 29 June of 2023.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,922,697 (one million nine hundred twenty-two thousand six hundred ninety-seven) votes for the Resolution as such were cast, there were 850 (eight hundred fifty) votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
of the Ordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 28 June 2024
on granting a vote of acceptance to the Member of the Company's Supervisory Board
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Michael Rohde Pedersen for the discharge of his duties as a Member of the Supervisory Board of the Company during 2023, in the period from 1 January to 29 June of 2023.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,922,698 (one million nine hundred twenty-two thousand six hundred ninety-eight) votes for the Resolution as such were cast, there were 850 (eight hundred fifty) votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Ms. Aniela Anna Hejnowska for the discharge of her duties as a Member of the Supervisory Board of the Company during 2023, in the period from 29 June to 31 December of 2023.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,922,698 (one million nine hundred twenty-two thousand six hundred ninety-eight) votes for the Resolution as such were cast, there were 850 (eight hundred fifty) votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Krzysztof Kaczmarczyk for the discharge of his duties as a Member of the Supervisory Board of the Company during 2023, in the period from 29 June to 31 December of 2023.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,922,698 (one million nine hundred twenty-two thousand six hundred ninety-eight) votes for the Resolution as such were cast, there were 850 (eight hundred fifty) votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Ms. Katarzyna Kazior for the discharge of her duties as a Member of the Supervisory Board of the Company during 2023, in the period from 1 September to 31 December of 2023.
The Resolution enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,922,698 (one million nine hundred twenty-two thousand six hundred ninety-eight) votes for the Resolution as such were cast, there were 850 (eight hundred fifty) votes against the Resolution and 921 (nine hundred twenty-one) abstentions,
therefore the Resolution was adopted.
Pursuant to Article 395 §21 of the Commercial Companies Code in connection with Article 90g(6) of the Act of 29 July 2005 on Public Offerings and Conditions for Introducing Financial Instruments into
the Organised Trading System and on Public Companies, the Ordinary General Meeting expresses a positive opinion on the report concerning remuneration for 2023, taking into account the independent auditor's KPMG Audyt spółka z ograniczoną odpowiedzialnością sp.k. report on the assessment of this report within the scope stipulated by law.
The resolution shall enter into force upon adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,676,145 (one million six hundred seventy-six thousand one hundred forty-five) votes for the Resolution as such were cast, there were 242,517 (two hundred forty-two thousand five hundred seventeen) votes against the Resolution and 5,807 (five thousand eight hundred seven) abstentions, therefore the Resolution was adopted.
Resolution No. 22/28.06.2024 of the Ordinary General Meeting of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 28 June 2024 concerning merger of the Company, as the acquiring company,
with
Active Sport i Rekreacja Spółka z ograniczoną odpowiedzialnością along with the granting of consent for a plan of merger of the companies
§1.
Acting on the basis of Article 506 of the Code of Commercial Companies (hereinafter, the "CCC"), the Extraordinary General Meeting (hereinafter, the "Extraordinary General Meeting") of the Company under the business name of: BENEFIT SYSTEMS SPÓŁKA AKCYJNA with its registered seat in Warsaw (hereinafter, the "Acquiring Company"), hereby decided as follows:
The Acquiring Company will be merged (hereinafter, the "MERGER") with company ACTIVE SPORT I REKREACJA SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ with its registered seat in Warsaw (00-844), Plac Europejski 2, entered in the register of business entities of the National Court Register under No. 0001061941, REGON: 526608697, (tax identification number) NIP: 5771999441 (hereinafter, the "ACQUIRED COMPANY")
The Extraordinary General Meeting hereby grants consent to the merger plan, as agreed between the merging companies on 23 May 2024, and published at the websites of the merging companies.
The merger will be carried out pursuant to Article 492 § 1 Item 1 of the Code of Commercial Companies, by transferring all the assets of the Acquired Company to the Acquiring Company (merger by acquisition).
Due to the fact that the Acquiring Company holds 100% of shares in the share capital of the Acquired Company, the merger will be carried out without increasing the share capital of the Acquiring Company. Therefore, as a result of the Merger, no new circumstance will arise that might require a disclosure in the Articles of Association of the Acquiring Company. Consequently, the Articles of Association of the Acquiring Company will not be amended in connection with the Merger.
In connection with the Merger, neither any rights nor special benefits, as referred to in Article 499 § 1 Item 5 of the CCC, will be granted, nor any special benefits will be granted to the members of the governing bodies of the merging companies, or other individuals participating in the Merger, as referred to in Article 499 § 1 Item 6 CCC.
The resolution shall become effective as of the date of its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) shares were voted, which represented 65.05% (sixty-five and five hundredth percent) of the share capital of the Company, i.e. 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) valid votes were cast,
b) 1,924,469 (one million nine hundred twenty-four thousand four hundred sixty-nine) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted.
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