Pre-Annual General Meeting Information • Mar 28, 2024
Pre-Annual General Meeting Information
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Report Content Announcement on convening the Extraordinary General Meeting ofShareholders of Benefit Systems S.A. on 24 April 2024, at 11:00 a.m anddraft resolutions.I. Date and agenda of the GeneralMeeting
In accordance with Art. 395 of the Commercial Companies Code, Art. 402ą§ 1 of the Commercial Companies Code the Management Board of BenefitSystems S.A. with its registered office in Warsaw (hereinafter referredto as the "Company") convenes the Extraordinary General Meeting of theCompany Benefit Systems S.A. to take place on 24 April 2024, at 11:00a.m. (hereinafter referred to as the "General Meeting"). The GeneralMeeting will take place in the registered office of the Company inWarszawa, Plac Europejski 2, floor XI, and will have the followingagenda:
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 material contents of the plan of merger with (i)Total Fitness sp. z o.o.; (ii) Saturn Fitness Group sp. z o.o. to theshareholders of the Company along with all the material changes withinthe assets and liabilities of the Company which occurred from the dateof preparation of the merger plan to 24 April 2024.
7. Adoption of resolution concerning a plan of merger of the Companywith (i) Total Fitness sp. z o.o.; (ii) Saturn Fitness Group sp. z o.o.along with the granting of consent for the plan of merger of thecompanies.
8. Adoption of resolution on "Policy for remunerating members of theManagement and Supervisory Board of Benefit Systems S.A.".
9. Adoption of resolution on amendment to the Articles of Association ofthe Company.
10. Any other business.
11. 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 3 April 2024, whilethe shareholders should document their authorization to exercise thisright by providing relevant documents in writing. The Management Boardof the Company is obliged to promptly, but no later than eighteen daysprior to the scheduled date of the General Meeting, announce changes tothe agenda, introduced at the request of shareholders. The announcementshall be made in the manner appropriate for convening the GeneralMeeting.
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 electronic form, granted by a shareholder notbeing a physical person, should contain the data listed in the firstsentence with regard to the persons granting the power of attorney inthe 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 appropriate actions to identify theshareholder and proxy to verify the validity of the power of attorneygranted in electronic form, whereby the actions should be proportionate.
The representatives of the legal persons should hold an original or acopy of the extract from the relevant register certified by a publicnotary, if their right of representation does not result from anyregister, they should hold a power of attorney in writing and anoriginal power of attorney valid as of the date it is granted or a copyof the extract from the relevant register certified by a public notary.The shareholders and proxies should hold their identity cards.
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 by post.
The shareholders will be registered half an hour before the start of theGeneral Meeting.
III. The registration date to participate in the General Meeting fallson 8 April 2024. The General Meeting may be attended only by thosepersons who are shareholders as of the registration date, i.e. 16 daysbefore the date of the General Meeting.
In order to participate in the General Meeting, an appropriateregistration must be made through the entity maintaining the securitiesaccount. Namely, at the request of the holder entitled to bedematerialized bearer shares of the Company, submitted not earlier thanafter the announcement of convening the General Meeting and no laterthan the first weekday after the date of registration of participationin the General Meeting (i.e. on 9 April 2024), the entity maintainingthe account securities issues a certificate of the right to participatein the General Meeting. At the request of the person authorized in thecontent of the certificate, a part or all of the Company's sharesregistered on his securities account should be indicated.
The person authorized to participate in the General Meeting may accessthe full text of the documents that are to be submitted to the GeneralMeeting, including draft resolutions, in the office of the ManagementBoard of the Company in Warszawa, Plac Europejski 2, where the list ofthe shareholders authorized to participate in the General Meeting willbe made available as well (for three weekdays before the GeneralMeeting). The shareholder may request that a list of shareholdersentitled to participate in the General Meeting be sent to him free ofcharge via e-mail, giving the address to which the list should be sent.
Any information on the General Meeting will be published on the Internetwebsite of the Company under the following address:https://www.benefitsystems.pl/en/for-investors/corporate-governance/general-meetings-of-shareholders/
IV. Draft resolutions
The Management Board presents draft resolutions (including, inaccordance with Article 402 §2 of the Commercial Companies Code, refersto the existing provisions as well as the content of the proposedamendments to the Articles of Association of the Company) with theirjustification for the General Meeting and Management Board opinion asannexed to this Report.
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