Major Shareholding Notification • Sep 6, 2023
Major Shareholding Notification
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Notification of changes to the shareholding
The Management Board of Benefit Systems S.A. (the "Company") announcesthat on 6 September 2023 it became aware about receiving from Mr JamesVan Bergh (the "Notifier") on 5 September 2023 a notification accordingto art. 69 sec. 1 point 1 and art. 69 sec. 1 point 2 in connection withart. 69a sec. 1 point 3 and art. 87 sec. 5 point 1 of the Act on PublicOffering, the Conditions Governing the Introduction of FinancialInstruments to Organised Trading, and on Public Companies (the "Act")about simultaneous direct sale and indirect purchase of majorshareholding in the Company, as a result of which the threshold(directly downwards and indirectly upwards) of 15% of the total numberof votes in the Company was exceeded.
The threshold of 15% of the total number of votes in the Company wasexceeded as a result of the conclusion on 5 September 2023, between theNotifier, as seller, and Benefit Invest 1 Company, controlled by theNotifier, based in the city of Halifax, Nova Scotia, Canada (_quot;BenefitInvest 1_quot;), as buyer, under Canadian law and outside regulated market,of a civil law share purchase agreement of 453,691 shares in theCompany, representing 15.47% percent of the total number of votes in theCompany (the _quot;Transaction_quot;). The Transaction involved all of the sharesin the Company held by the Notifier.
The settlement of the Transaction did not result in a change in thenumber of shares in the Company's share capital or in the total numberof votes in the Company held directly or indirectly (jointly) by theNotifier:
1) before the settlement of the Transaction, the Notifier directly held453,691 shares in the Company, representing 15.47% of the shares in theCompany's share capital, representing 453,691 votes at the Company'sgeneral meetings, representing 15.47% of the total number of votes inthe Company. Currently, i.e. after the settlement of the Transaction,the Notifier directly does not hold any shares in the Company.
2) prior to the settlement of the Transaction, the Notifier indirectlythrough Benefit Invest 1 did not hold any shares in the Company.Currently, i.e. after the settlement of the Transaction, indirectlythrough Benefit Invest 1, the Notifier holds 453,691 shares in theCompany, representing 15.47% of the shares in the Company's sharecapital, representing 453,691 votes at the Company's general meetings,representing 15.47% of the total number of votes in the Company.
In addition, the Company's Board of Directors announces that onSeptember 6 it became about receiving on 5 September 2023 from theNotifier acting on behalf of Benefit Invest 1, which it controls, of anotification pursuant to Article 69 sec. 1 point 1 of the Act that thethreshold of 15% of the total number of votes in the Company wasexceeded as a result of the Transaction.
Prior to the settlement of the Transaction, Benefit Invest 1 did notdirectly or indirectly hold any shares in the Company.
After the settlement of the Transaction, Benefit Invest 1 holds 453,691shares in the Company, representing 15.47% of the Company's sharecapital, representing 453,691 votes at the Company's general meetings,representing 15.47% of the total number of votes in the Company.
The reduction of the total number of votes in the Company held by theShareholders' Agreement is a result of a transaction involving thedisposal of 250,000 shares of the Company on the regulated market of theWSE held by Benefit Invest and the Foundation on 17 November 2022 (the"Transaction").
Prior to the Transaction, the Shareholders' Agreement held 982,609shares in the Company, representing 33.50% of the Company's sharecapital, entitling it to 982,609 votes at the Company's general meeting,representing 33.50% of the total number of votes in the Company.
In addition, the Board of Directors of the Company announces that onSeptember 6, 2023, it became aware about receiving from the Notifieracting as a party to the Agreement (as defined below), Benefit InvestLimited, with its seat in Dublin (_quot;BI_quot;), Foundation Drzewo i Jutro withits seat in Warsaw (_quot;Foundation_quot;), and Benefit Invest 1 of anotification pursuant to Article 87 sec. 3 of the Act about BenefitInvest 1's entry on 5 September 2023 into the Agreement (within themeaning of Article 87 sec. 1 point 5 of the Act) existing until theaforementioned date between BI, the Foundation and the Notifier (the_quot;Agreement_quot;).
Due to Benefit Invest 1 joining the Agreement despite the conclusion ofa civil law share purchase agreement of 453,691 shares in the Company,representing 15.47% of the total number of votes in the Company (the_quot;Transaction_quot;), on 5 September 2023, between the Notifier as the sellerand Benefit Invest 1, controlled by the Notifier, as the buyer, underCanadian law and outside regulated market, the total number of votes inthe Company's share capital as well as the total number of votes in theCompany held by the members of the Agreement did not change.
Prior to the settlement of the Transaction, Benefit Invest 1 did nothold any shares in the Company, while the Notifier, BI and theFoundation held a total of 732,609 shares in the Company, representing24.97% of the Company's share capital, entitling them to 732,609 votesat the Company's general meetings, representing 24.97% of the totalnumber of votes in the Company, including:
• The Notifier held 453,691 shares in the Company, representing 15.47%of the Company's share capital, entitling it to 453,691 votes at theCompany's general meetings, representing 15.47% of the total number ofvotes in the Company;
• BI held 70,421 Benefit Systems shares, representing 2.40% of theCompany's share capital, entitling it to 70,421 votes at the Company'sgeneral meetings, representing 2.40% of the total number of votes in theCompany;
• Foundation held 208,497 shares in the Company, representing 7.11% ofthe Company's share capital, entitling it to 208,497 votes at theCompany's general meetings, representing 7.11% of the total number ofvotes in the Company.
Currently, i.e. after the settlement of the Transaction, Benefit Invest1, BI and the Foundation hold a total of 732,609 shares in the Company,representing 24.97% of the Company's share capital, entitling them to732,609 votes at the Company's general meetings, representing 24.97% ofthe total number of votes in the Company, whereby:
• Benefit Invest 1 holds 453,691 shares in the Company, representing15.47% of the Company's share capital, entitling it to 453,691 votes atthe Company's general meetings, representing 15.47% of the total numberof votes in the Company;
• BI holds 70,421 shares in the Company, representing 2.4% of theCompany's share capital, entitling it to 70,421 votes at the Company'sgeneral meetings, representing 2.4% of the total number of votes in theCompany;
• The Foundation holds 208,497 shares in the Company, representing 7.11%of the Company's share capital, entitling it to 208,497 votes at theCompany's general meetings, representing 7.11% of the total number ofvotes in the Company;
• The Notifier does not directly hold any shares in the Company.
The aforementioned notifications are attached to this report.
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