AGM Information • Sep 22, 2023
AGM Information
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Resolution No. 1/22.09.2023 of the Extraordinary 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 September 22, 2023 on electing the Chairperson of the General Meeting
The Extraordinary General Meeting of Shareholders hereby elects Mr Marcin Marczuk to the Chairman of the General Meeting.
The Resolution enters into force upon its adoption.
Ms Weronika Czyżyk-Węgrzyn found that 1,571,831 (one million five hundred seventy-one thousand eight hundred thirty-one) votes as such were cast in the secret voting, which represented 53.58% (fifty-three and fifty-eight hundredth percent) of the share capital of the Company; 1,571,831 (one million five hundred seventy-one thousand eight hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and no abstentions, therefore the Resolution was adopted.
The Chairman of the General Meeting represented that:
a) in accordance with the signed list of attendance, 1,571,831 (one million five hundred seventy-one thousand eight hundred thirty-one) shares, out of total 2,933,542 (two million nine hundred thirtythree thousand five hundred forty-two) shares, were represented at the Extraordinary General Meeting of Shareholders, entitling to 1,571,831 (one million five hundred seventy-one thousand eight hundred thirty-one) votes, which accounted for 53.58% (fifty-three and fifty-eight hundredth percent) of share capital of the Company eligible for the Extraordinary General Meeting,
b) the represented shareholders met the requirements of Art. 4061 of the Commercial Companies Code.
of the Extraordinary 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 September 22, 2023 on withdrawing from the election of the Counting Committee
The Extraordinary 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, 1,571,831 (one million five hundred seventy-one thousand eight hundred thirty-one) shares were voted, which represented 53.58% (fifty-three and fiftyeight hundredth percent) of the share capital of the Company, i.e. 1,571,831 (one million five hundred seventy-one thousand eight hundred thirty-one) valid votes were cast,
b) 1,460,866 (one million four hundred sixty thousand eight hundred sixty-six) votes for the Resolution as such were cast, there were no votes against the Resolution and 110,945 (one hundred ten thousand nine hundred forty-five) abstentions.
therefore the Resolution was adopted.
of the Extraordinary 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 September 22, 2023 on approving the agenda of the General Meeting
The Extraordinary General Meeting of Shareholders hereby approves the agenda of the General Meeting which takes place on 22 September 2023, 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, 1,571,831 (one million five hundred seventy-one thousand eight hundred thirty-one) shares were voted, which represented 53.58% (fifty-three and fiftyeight hundredth percent) of the share capital of the Company, i.e. 1,571,831 (one million five hundred seventy-one thousand eight hundred thirty-one) valid votes were cast,
b) 1,571,831 (one million five hundred seventy-one thousand eight hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted.
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 under the business name of: Yesindeed spółka z ograniczoną odpowiedzialnością with its registered seat in Warsaw (00- 032), at ul. Przeskok 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. 0000696077, (industry identification number) REGON 368339288, (tax identification number) NIP 9512446100 (hereinafter, the "ACQUIRED COMPANY").
The Extraordinary General Meeting hereby grants consent to the merger plan, as agreed between the merging companies on August 11, 2023, and published at the Acquiring Company's website: https://www.benefitsystems.pl/ and the Acquired Company's website: https://yesindeed.pl/polaczenie/.
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, 1,571,831 (one million five hundred seventy-one thousand eight hundred thirty-one) shares were voted, which represented 53.58% (fifty-three and fiftyeight hundredth percent) of the share capital of the Company, i.e. 1,571,831 (one million five hundred seventy-one thousand eight hundred thirty-one) valid votes were cast,
b) 1,551,752 (one million five hundred fifty-one thousand seven hundred fifty-two) votes for the Resolution as such were cast, there were no votes against the Resolution and 20,079 (twenty thousand seventy-nine) abstentions,
therefore the Resolution was adopted.
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