AGM Information • Aug 10, 2023
AGM Information
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Resolution No. 1/10.08.2023 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 August 10, 2023
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 2,034,962 (two million thirty-four thousand nine hundred sixty-two) votes as such were cast in the secret voting, which represented 69.37% (sixty-nine and thirty-seven hundredth percent) of the share capital of the Company; 2,034,962 (two million thirtyfour thousand nine hundred sixty-two) 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, 2,034,962 (two million thirty-four thousand nine hundred sixty-two) shares, out of total 2,933,542 (two million nine hundred thirty-three thousand five hundred forty-two) shares, were represented at the Extraordinary General Meeting of Shareholders, entitling to 2,034,962 (two million thirty-four thousand nine hundred sixty-two) votes, which accounted for 69.37% (sixty-nine and thirty-seven 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.
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, 2,034,962 (two million thirty-four thousand nine hundred sixty-two) shares were voted, which represented 69.37% (sixty-nine and thirty-seven hundredth percent) of the share capital of the Company, i.e. 2,034,962 (two million thirty-four thousand nine hundred sixty-two) valid votes were cast,
b) 2,034,962 (two million thirty-four thousand nine hundred sixty-two) votes for the Resolution as such were cast, there were no votes against the Resolution and no 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 August 10, 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 10 August 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, 2,034,962 (two million thirty-four thousand nine hundred sixty-two) shares were voted, which represented 69.37% (sixty-nine and thirty-seven hundredth percent) of the share capital of the Company, i.e. 2,034,962 (two million thirty-four thousand nine hundred sixty-two) valid votes were cast,
b) 2,034,962 (two million thirty-four thousand nine hundred sixty-two) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted.
The Extraordinary General Meeting hereby amends the content of § 20 sec. 1 of the Articles of Association
of the Company with the following wording:
"1. The Supervisory Board shall be composed of five (5) members who shall be appointed and recalled by the General Meeting."
"1. The Supervisory Board shall be composed of six (6) members who shall be appointed and recalled by the General Meeting."
§2.
The resolution shall become effective as of the date of its adoption, however, it shall only become legally effective as of the moment when the registry court enters the amendment to the Articles of Association of the Company covered by this resolution in the register of business entities of the National Court Register (KRS).
The Extraordinary General Meeting hereby authorizes the Supervisory Board of the Company to establish consolidated text of the Articles of Association of the Company reflecting the amendments introduced pursuant to the resolutions of the Extraordinary General Meeting of 10 August 2023, No. 4/10.08.2023.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 2,034,962 (two million thirty-four thousand nine hundred sixty-two) shares were voted, which represented 69.37% (sixty-nine and thirty-seven hundredth percent) of the share capital of the Company, i.e. 2,034,962 (two million thirty-four thousand nine hundred sixty-two) valid votes were cast,
b) 1,910,401 (one million nine hundred ten thousand four hundred one) votes for the Resolution as such were cast, there were 124,446 (one hundred twenty-four thousand four hundred forty-six) votes against the Resolution and 115 (one hundred fifteen) abstentions, therefore the Resolution was adopted.
Resolution No. 5/10.08.2023 of the Extraordinary General Meeting of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of August 10, 2023 concerning appointing Member of the Supervisory Board
§1.
The Extraordinary General Meeting appoints Ms. Katarzyna Kazior as Member of the Supervisory Board of the Company for a joint term of office, that started its term on 29 June 2023.
The resolution shall become effective as of the moment when the registry court enters the amendment to the Articles of Association of the Company covered by resolution of the Extraordinary General Meeting of 10 August 2023, No. 4/10.08.2023 in the register of business entities of the National Court Register (KRS).
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 2,034,962 (two million thirty-four thousand nine hundred sixty-two) shares were voted, which represented 69.37% (sixty-nine and thirty-seven hundredth percent) of the share capital of the Company, i.e. 2,034,962 (two million thirty-four thousand nine hundred sixty-two) valid votes were cast,
b) 1,850,028 (one million eight hundred fifty thousand twenty eight) votes for the Resolution as such were cast, there were 125,478 (one hundred twenty-five thousand four hundred seventy-eight) votes against the Resolution and 59,456 (fifty-nine thousand four hundred fifty-six) abstentions, therefore the Resolution was adopted.
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