AGM Information • Jun 17, 2025
AGM Information
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Resolution No. 1/17.06.2025 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 17 June 2025
The Ordinary General Meeting of Shareholders hereby elects Mr. Marcin Marczuk to the Chairperson of the General Meeting.
The Resolution enters into force upon its adoption.
Mr. Marcin Marczuk found that 2,049,179 (two million forty-nine thousand one hundred seventynine) votes for the Resolution as such were cast in the secret voting, which represented 62.56% (sixtytwo and fifty-six hundredths 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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares, out of total 3,275,742 (three million two hundred seventy-five thousand seven hundred forty-two) shares, were represented at the Ordinary General Meeting of Shareholders, entitling to 2,049,179 (two million forty-nine thousand one hundred seventy-nine) votes, which accounted for 62.56% (sixty-two and fifty-six hundredths 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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 1,680,240 (one million six hundred eighty thousand two hundred forty) votes for the Resolution as such were cast, there were no votes against the Resolution and 368,939 (three hundred sixty-eight thousand nine hundred thirty-nine) 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 17 June 2025 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 17 June 2025, at 11.00 a.m.:
Move sp. z o.o. with its registered office in Warsaw, along with the granting of consent for the plan of merger of the companies.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 2,049,179 (two million forty-nine thousand one hundred seventy-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 approves the financial statements of the Company under the business name Benefit Systems Spółka Akcyjna for the financial year 2024, 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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 2,047,031 (two million forty-seven thousand thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 2,148 (two thousand one hundred forty-eight) 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 17 June 2025 on approving the consolidated financial statements of the Capital Group Benefit Systems for 2024
The Ordinary General Meeting of Shareholders hereby approves the consolidated financial statements of the Capital Group Benefit Systems for the financial year 2024, 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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 2,047,031 (two million forty-seven thousand thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 2,148 (two thousand one hundred forty-eight) abstentions,
therefore the Resolution was adopted.
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 2024.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 2,047,031 (two million forty-seven thousand thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 2,148 (two thousand one hundred forty-eight) abstentions,
therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby approves the Report on activities of Supervisory Board in 2024.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 2,047,031 (two million forty-seven thousand thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 2,148 (two thousand one hundred forty-eight) abstentions,
therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby decides to allocate the total net profit for 2024 of PLN 394,551,952.42 zlotys (in words: three hundred ninety-four million five hundred fifty-one thousand nine hundred fifty-two zlotys 42/100) to the reserve capital of the Company.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 2,049,179 (two million forty-nine thousand one hundred seventy-nine) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted.
Resolution No. 9/17.06.2025 of the Ordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna
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 2024.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 2,047,031 (two million forty-seven thousand thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 2,148 (two thousand one hundred forty-eight) abstentions,
therefore the Resolution was adopted.
on granting a vote of acceptance to the Member of the Company's Management Board
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 2024.
§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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 2,047,031 (two million forty-seven thousand thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 2,148 (two thousand one hundred forty-eight), therefore the Resolution was adopted.
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 2024 in the period from 1 January to 28 May of 2024.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 2,047,031 (two million forty-seven thousand thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 2,148 (two thousand one hundred forty-eight) abstentions,
therefore the Resolution was adopted.
§1.
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 2024.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 1,994,526 (one million nine hundred ninety-four thousand five hundred twenty-six) votes for the Resolution as such were cast, there were 52,505 (fifty-two thousand five hundred five) votes against the Resolution and 2,148 (two thousand one hundred forty-eight) 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 2024.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 1,994,526 (one million nine hundred ninety-four thousand five hundred twenty-six) votes for the Resolution as such were cast, there were 52,505 (fifty-two thousand five hundred five) votes against the Resolution and 2,148 (two thousand one hundred forty-eight) abstentions, therefore the Resolution was adopted.
Resolution No. 14/17.06.2025
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 17 June 2025
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 Sanderson for the discharge of his duties as a Member of the Supervisory Board of the Company during 2024.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 1,994,526 (one million nine hundred ninety-four thousand five hundred twenty-six) votes for the Resolution as such were cast, there were 52,505 (fifty-two thousand five hundred five) votes against the Resolution and 2,148 (two thousand one hundred forty-eight) 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 Deputy Chairman of the Supervisory Board of the Company during 2024.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 1,994,526 (one million nine hundred ninety-four thousand five hundred twenty-six) votes for the Resolution as such were cast, there were 52,505 (fifty-two thousand five hundred five) votes against the Resolution and 2,148 (two thousand one hundred forty-eight) abstentions, therefore the Resolution was adopted.
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 Ms. Katarzyna Kazior for the discharge of her duties as a Member of the Supervisory Board of the Company during 2024.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 1,994,526 (one million nine hundred ninety-four thousand five hundred twenty-six) votes for the Resolution as such were cast, there were 52,505 (fifty-two thousand five hundred five) votes against the Resolution and 2,148 (two thousand one hundred forty-eight) abstentions, therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Artur Osuchowski for the discharge of his duties as Deputy Chairman of the Supervisory Board of the Company during 2024, in the period from 1 January to 25 June of 2024.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 1,994,526 (one million nine hundred ninety-four thousand five hundred twenty-six) votes for the Resolution as such were cast, there were 52,505 (fifty-two thousand five hundred five) votes against the Resolution and 2,148 (two thousand one hundred forty-eight) abstentions, therefore the Resolution was adopted.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Ms. Julita Jabłkowska for the discharge of her duties as a Member of the Supervisory Board of the Company during 2024, in the period from 7 August to 31 December of 2024.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 1,994,526 (one million nine hundred ninety-four thousand five hundred twenty-six) votes for the Resolution as such were cast, there were 52,505 (fifty-two thousand five hundred five) votes against the Resolution and 2,148 (two thousand one hundred forty-eight) abstentions, therefore the Resolution was adopted.
Pursuant to Article 359 §21 of the Commercial Companies Code in connection with Article 90g Sec. 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 2024, 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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 1,662,079 (one million six hundred sixty-two thousand seventy-nine) votes for the Resolution as such were cast, there were 387,100 (three hundred eighty-seven thousand one hundred) votes against the Resolution and no abstentions,
therefore the Resolution was adopted.
Pursuant to Article 430 § 1 of the Commercial Companies Code and Article 66(4) of the Accounting Act of 29 September 1994, the Ordinary General Meeting of Shareholders of the Company resolves to amend the Articles of Association of the Company by adding letter "(o)" to §27(4) of the Articles of Association, which shall read as follows:
"(o) selection of an audit firm to carry out the audit of the financial statements and selection of an audit firm for the assurance of sustainability reporting."
This resolution shall enter into force upon its adoption, with legal effect as of the entry of the amendment to the Company's Articles of Association covered by this resolution into the register of entrepreneurs of the National Court Register (KRS) by the registration court.
The Ordinary General Meeting authorizes the Supervisory Board of the Company to determine the consolidated text of the Company's Articles of Association, taking into account the amendments introduced pursuant to Resolution No. 20/17.06.2025 of the Ordinary General Meeting dated 17 June 2025.
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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 1,744,700 (one million seven hundred forty-four thousand seven hundred) votes for the Resolution as such were cast, there were 304,479 (three hundred four thousand four hundred seventy-nine) votes against the Resolution and no abstentions,
therefore the Resolution was adopted.
along with the granting of consent for a plan of merger of the companies
Acting on the basis of Article 506 of the Code of Commercial Companies (hereinafter, the "CCC"), the Ordinary General Meeting (hereinafter, the "Ordinary 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 companies:
(i) YES TO MOVE SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ with its registered seat in Warsaw (00-844), Pl. Europejski 2, entered in the register of business entities of the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under No. 0000508383, REGON: 147322860, (tax identification number) NIP: 5252590452
(hereinafter, the "ACQUIRED COMPANY 1")
(ii) GYM POZNAŃ SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ with its registered seat in Warsaw (00-844), Pl. Europejski 2, entered in the register of business entities of the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under No. 0000744796, REGON: 380659782, (tax identification number) NIP: 7811976017
(hereinafter, the "ACQUIRED COMPANY 2")
(jointly hereinafter referred to as the "ACQUIRED COMPANIES").
§ 2
The Ordinary General Meeting hereby grants consent to the merger plan, as agreed between the merging companies on 14 May 2025, 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 Companies 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 Companies, 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, 2,049,179 (two million forty-nine thousand one hundred seventy-nine) shares were voted, which represented 62.56% (sixty-two and fifty-six hundredths percent) of the share capital of the Company, i.e. 2,049,179 (two million forty-nine thousand one hundred seventy-nine) valid votes were cast,
b) 2,049,179 (two million forty-nine thousand one hundred seventy-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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