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Benefit Systems S.A.

AGM Information Jun 29, 2023

5529_rns_2023-06-29_b0964bc4-7b5a-4a26-b4e1-b216a9027ec7.pdf

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Appendix to current report no. 26/2023

Resolutions adopted by the Ordinary General Meeting of Shareholders of Benefit Systems S.A. on June 29, 2023

_________________________________________________________________________

Resolution No. 1/29.06.2023 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 June 29, 2023

on electing the Chairperson of the General Meeting

§1.

The Ordinary General Meeting of Shareholders hereby elects Mr. Marcin Marczuk to the Chairman of the General Meeting.

§2.

The Resolution enters into force upon its adoption.

Mr. Marcin Marczuk found that 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) votes as such were cast in the secret voting, which represented 73.29% (seventythree and twenty-nine hundredth percent) of the share capital of the Company; 2,149,853 (two million one hundred forty-nine thousand eight hundred fifty-three) votes for the Resolution as such were cast, there were no votes against the Resolution and 1 (one) abstention, 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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares, out of total 2,933,542 (two million nine hundred thirty-three thousand five hundred forty-two) shares, were represented at the Ordinary General Meeting of Shareholders, entitling to 2,149,854 (two million one hundred forty-nine thousand eight hundred fiftyfour) votes, which accounted for 73.29% (seventy-three and twenty-nine hundredth 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.

Resolution No. 2/29.06.2023 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 June 29, 2023 on withdrawing from the election of the Counting Committee

§1.

The Ordinary General Meeting of Shareholders decided to withdraw from the election of the Counting Committee.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,052,254 (two million fifty-two thousand two hundred fifty-four) votes for the Resolution as such were cast, there were no votes against the Resolution and 97,600 (ninety-seven thousand six hundred) votes abstained.

therefore the Resolution was adopted with the required majority of votes.

Resolution No. 3/29.06.2023

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 June 29, 2023 on approving the agenda of the General Meeting

§1.

The Ordinary General Meeting of Shareholders hereby approves the agenda of the General Meeting which takes place on 29 June 2023, at 11.00 a.m.:

    1. Opening the General Meeting.
    1. Electing the Chairperson of the General Meeting.
    1. Confirming that the General Meeting was duly convened and is capable of adopting valid resolutions.
    1. Electing the Counting Committee.
    1. Approving the agenda of the General Meeting.
    1. Presentation of the Supervisory Board:
    2. a. a concise assessment of the Company's financial position, including the internal control system and the management system of significant risks,
    3. b. the Report of the Supervisory Board for 2022 and the assessment of the activities of the Supervisory Board during 2022.
    1. Reviewing and approving the Report of the Supervisory Board on the performed assessment of the financial statements and of the Directors' Report on the Activities of the Management Board for 2022.
    1. Reviewing and approving the financial statements of the Company Benefit Systems S.A. for 2022.
    1. Reviewing and approving the Directors' Report on the Activities of the Management Board for 2022.
    1. Reviewing and approving the Report of the Supervisory Board on the performed assessment of the consolidated financial statements and of the Directors' Report of the Management Board on the Activities of the Capital Group Benefit Systems for 2022.
    1. Reviewing and approving the consolidated financial statements of the Capital Group Benefit Systems for 2022.
    1. Reviewing and approving the Directors' Report of the Management Board on the Activities of the Capital Group Benefit Systems for 2022.
    1. Adopting the resolution on the distribution of net income for 2022.
    1. Adopting the resolution on granting a vote of acceptance to the Members of the Company's Management Board.
    1. Adopting the resolution on granting a vote of acceptance to the Members of the Company's Supervisory Board.
    1. Adopting the resolution on expressing an opinion on the 2022 Remuneration Report.
    1. Adopting the resolution on appointing members of the Supervisory Board of the Company for a joint term of office.
    1. Adopting the resolution on the determination of the amount and rules of payment of remuneration to members of the Supervisory Board of the Company.
    1. Adoption the resolution concerning the creation of reserve earmarked for loans to be granted to employees of the Company and of its subsidiaries with the intention to finance their acquisition of shares in the Company.
    1. Closing the General Meeting.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted.

Resolution No. 4/29.06.2023

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 June 29, 2023

on approving the Report of the Supervisory Board of the Company BENEFIT SYSTEMS S.A. on the performed assessment of the financial statements and of the Directors' Report on the Activities of the Management Board of the Company for 2022

§1.

The Ordinary General Meeting of Shareholders hereby approves the Report of the Supervisory Board on the performed assessment of the financial statements and of the Directors' Report on the Activities of the Management Board for 2022, as annexed to the Resolution of the Company's Supervisory of 2023/5/25/5 on May 25, 2023.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,731 (two million one hundred forty-nine thousand seven hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 5/29.06.2023

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 June 29, 2023 on approving the financial statements of BENEFIT SYSTEMS S.A. for 2022

§1.

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 2022, which consists of:

  • 1) the balance sheet as of 31 December 2022 showing total assets and total liabilities and equity in the amount of PLN 2,087,709 thousand (in words: two billion eighty-seven million seven hundred nine thousand zloty),
  • 2) the income statement for the financial year until 31 December 2022, showing inter alia:
    • a) net revenues from sales in the amount of PLN 1,268,370 thousand (in words: one billion two hundred sixty-eight million three hundred seventy thousand zloty),
    • b) net loss in the amount of PLN 141,535 thousand (in words: one hundred forty-one million five hundred thirty-five thousand zloty),
  • 3) the additional information,
  • 4) the statement of cash flows for the financial year until 31 December 2022, showing a net balance of cash and cash equivalents in the amount of PLN 143,396 thousand (in words: one hundred forty-three million three hundred ninety-six thousand zloty),
  • 5) the statement of changes in equity for the financial year until 31 December 2022, showing equity in the amount of PLN 849,866 thousand (in words: eight hundred forty-nine million eight hundred sixty-six thousand zloty).

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,731 (two million one hundred forty-nine thousand seven hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 6/29.06.2023 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 June 29, 2023 on approving the Directors' Report on the Activities of the Company's Management Board for

2022

§1.

The Ordinary General Meeting of Shareholders hereby approves the Directors' Report on the Activities of the Management Board of the Company for 2022.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,731 (two million one hundred forty-nine thousand seven hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 7/29.06.2023 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 June 29, 2023

on approving the Report of the Supervisory Board of the Company BENEFIT SYSTEMS S.A. on the performed assessment of consolidated financial statements and of the Directors' Report of the Management Board on the Activities of the Capital Group Benefit Systems for 2022

§1.

The Ordinary General Meeting of Shareholders hereby approves the Report of the Supervisory Board on the performed assessment of the consolidated financial statements and of the Directors' Report of the Management Board on the Activities of the Capital Group Benefit Systems for 2022, as annexed to the Resolution of the Company's Supervisory Board of 2023/5/25/6 on May 25, 2023.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,731 (two million one hundred forty-nine thousand seven hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 8/29.06.2023 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 June 29, 2023 on approving the consolidated financial statements of the Capital Group Benefit Systems for 2022

§1.

The Ordinary General Meeting of Shareholders hereby approves the consolidated financial statements of the Capital Group Benefit Systems for the financial year 2022, which consists of:

  • 1) the balance sheet as of 31 December 2022, showing total assets and total liabilities and equity in the amount of PLN 2,234,021 thousand (in words: two billion two hundred thirty-four million twenty-one thousand zloty),
  • 2) the income statement for the financial year until 31 December 2022, showing inter alia:
    • a) net revenue from sales in the amount of PLN 1,909,120 thousand (in words: one billion nine hundred nine million one hundred twenty thousand zloty),
    • b) net loss in the amount of PLN 139,077 thousand (in words: one hundred thirty-nine million seventy-seven thousand zloty),
  • 3) the additional information,
  • 4) the statement of cash flows for the financial year until 31 December 2022, showing a net balance of cash and cash equivalents in the amount of PLN 218,327 thousand (in words: two hundred eighteen million three hundred twenty-seven thousand zloty),
  • 5) the statement of changes in equity for the financial year until 31 December 2022, showing equity in the amount of PLN 725,416 thousand (in words: seven hundred twenty-five million four hundred sixteen thousand zloty).

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,731 (two million one hundred forty-nine thousand seven hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 9/29.06.2023 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 June 29, 2023 on approving the Directors' Report of the Management Board on the Activities of the Capital Group Benefit Systems for 2022

§1.

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 2022.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,731 (two million one hundred forty-nine thousand seven hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 10/29.06.2023

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 June 29, 2023

on the distribution of net income for 2022

    1. The Ordinary General Meeting of Shareholders hereby decides the total net profit of PLN 141,535,424.71 (in words: one hundred one million five hundred thirty-five thousand four hundred twenty-four zlotys 71/100) distribute in a following manner:
    2. a) The amount of PLN 120,275,220.00 (in words: one hundred twenty million two hundred seventy-five thousand two hundred twenty zlotys) allocate to be distributed among the shareholders by means of payment of a dividend in the amount of PLN 41 (in words: forty one zlotys) per one share in the Company
    3. b) The amount of PLN 21,260,202.71 (in words: twenty-one million two hundred sixty thousand two hundred two zlotys 71/100) allocate to reserve capital of the Company.
    1. The Ordinary General Meeting of Shareholders in connection to Sec. 1 above sets the dividend day for September 15, 2023.
    1. The Ordinary General Meeting of Shareholders in connection to Sec. 1 above sets the dividend payment date for September 29, 2023.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 1,835,697 (one million eight hundred thirty-five thousand six hundred ninety-seven) votes for the Resolution as such were cast, there were 150 (one hundred fifty) votes against the Resolution and 314,007 (three hundred fourteen thousand seven) abstentions,

therefore the Resolution was adopted with the required majority of votes.

Resolution No. 11/29.06.2023

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 June 29, 2023

on granting a vote of acceptance to the Member of the Company's Management Board

§1.

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 2022.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,731 (two million one hundred forty-nine thousand seven hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 12/29.06.2023 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 June 29, 2023

on granting a vote of acceptance to the Member of the Company's Management Board

§1.

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 2023.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,731 (two million one hundred forty-nine thousand seven hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 13/29.06.2023 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 June 29, 2023

on granting a vote of acceptance to the Member of the Company's Management Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Bartosz Józefiak for the discharge of his duties as Member of the Management Board during 2022.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,731 (two million one hundred forty-nine thousand seven hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 14/29.06.2023 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 June 29, 2023

on granting a vote of acceptance to the Member of the Company's Supervisory Board

§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 a Member and as Chairman of the Supervisory Board of the Company during 2022.

§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, 1,696,163 (one million six hundred ninety-six thousand one hundred sixty-three) shares were voted, which represented 57.82% (fifty-seven and eighty-two hundredth percent) of the share capital of the Company, i.e. 1,696,163 (one million six hundred ninety-six thousand one hundred sixty-three) valid votes were cast,

b) 1,696,040 (one million six hundred ninety-six thousand forty) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions, therefore the Resolution was adopted.

Resolution No. 15/29.06.2023 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 June 29, 2023

on granting a vote of acceptance to the Member of the Company's Supervisory Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Marcin Marczuk for the discharge of his duties as a Member and as Deputy Chairman of the Supervisory Board of the Company during 2022.

§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, 2,149,853 (two million one hundred forty-nine thousand eight hundred fifty-three) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,853 (two million one hundred forty-nine thousand eight hundred fifty-three) valid votes were cast,

b) 2,149,730 (two million one hundred forty-nine thousand seven hundred thirty) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 16/29.06.2023

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 June 29, 2023

on granting a vote of acceptance to the Member of the Company's Supervisory Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Artur Osuchowski for the discharge of his duties as a Member of the Supervisory Board of the Company during 2022.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,731 (two million one hundred forty-nine thousand seven hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 17/29.06.2023

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 June 29, 2023

on granting a vote of acceptance to the Member of the Company's Supervisory Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Michael Rohde Pedersen for the discharge of his duties as a Member of the Supervisory Board of the Company during 2022.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,731 (two million one hundred forty-nine thousand seven hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 18/29.06.2023 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 June 29, 2023 on granting a vote of acceptance to the Member of the Company's Supervisory Board

§1.

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 2022.

§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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,149,731 (two million one hundred forty-nine thousand seven hundred thirty-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 123 (one hundred twenty-three) abstentions,

therefore the Resolution was adopted.

Resolution No. 19/29.06.2023 of the Ordinary General Meeting of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of June 29, 2023 concerning opinion on the 2022 remuneration report

§1.

Pursuant to Article 359 §21 of the Commercial Companies Code in connection with Article 90g(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 2022, 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.

§2.

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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,049,806 (two million forty-nine thousand eight hundred six) votes for the Resolution as such were cast, there were 100,048 (one hundred thousand forty-eight) votes against the Resolution and no abstentions,

therefore the Resolution was adopted.

Resolution No. 20/29.06.2023 of the Ordinary General Meeting of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of June 29, 2023

concerning appointing Member of the Supervisory Board

§1.

The Ordinary General Meeting of the Shareholders herby appoints Mr. James Van Bergh as a Member of the Supervisory Board of the Company for a new joint term of office.

§2.

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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 1,690,707 (one million six hundred ninety thousand seven hundred seven) votes for the Resolution as such were cast, there were 123,606 (one hundred twenty-three thousand six hundred six) votes against the Resolution and 335,541 (three hundred thirty-five thousand five hundred forty-one) abstentions,

therefore the Resolution was adopted.

Resolution No. 21/29.06.2023

of the Ordinary General Meeting

of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna

with its registered seat in Warsaw (hereinafter, the "Company")

of June 29, 2023

concerning appointing Member of the Supervisory Board

§1.

The Ordinary General Meeting of the Shareholders herby appoints Ms. Aniela Anna Hejnowska as a Member of the Supervisory Board of the Company for a new joint term of office.

§2.

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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 1,792,597 (one million seven hundred ninety-two thousand five hundred ninety-seven) votes for the Resolution as such were cast, there were 123,606 (one hundred twenty-three thousand six hundred six) votes against the Resolution and 223,651 (two hundred twenty-three thousand six hundred fifty-one) abstentions,

therefore the Resolution was adopted.

Resolution No. 22/29.06.2023 of the Ordinary General Meeting of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of June 29, 2023 concerning appointing Member of the Supervisory Board

§1.

The Ordinary General Meeting of the Shareholders herby appoints Mr. Krzysztof Kaczmarczyk as a Member of the Supervisory Board of the Company for a new joint term of office.

§2.

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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 1,733,256 (one million seven hundred thirty-three thousand two hundred fifty-six) votes for the Resolution as such were cast, there were 123,606 (one hundred twenty-three thousand six hundred six) votes against the Resolution and 292,992 (two hundred ninety-two thousand nine hundred ninety-two) abstentions,

therefore the Resolution was adopted.

Resolution No. 23/29.06.2023 of the Ordinary General Meeting of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of June 29, 2023 concerning appointing Member of the Supervisory Board

§1.

The Ordinary General Meeting of the Shareholders herby appoints Mr. Michael Sanderson as a Member of the Supervisory Board of the Company for a new joint term of office.

§2.

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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 1,378,421 (one million three hundred seventy-eight thousand four hundred twenty-one) votes for the Resolution as such were cast, there were 437,613 (four hundred thirty-seven thousand six hundred thirteen) votes against the Resolution and 333,820 (three hundred thirty-three thousand eight hundred twenty) abstentions,

therefore the Resolution was adopted.

Resolution No. 24/29.06.2023 of the Ordinary General Meeting of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of June 29, 2023

concerning appointing Member of the Supervisory Board

§1.

The Ordinary General Meeting of the Shareholders herby appoints Mr. Artur Osuchowski as a Member of the Supervisory Board of the Company for a new joint term of office.

§2.

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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 1,102,070 (one million one hundred two thousand seventy) votes for the Resolution as such were cast, there were 437,613 (four hundred thirty-seven thousand six hundred thirteen) votes against the Resolution and 610,171 (six hundred ten thousand one hundred seventy-one) abstentions, therefore the Resolution was adopted.

Resolution No. 25/29.06.2023 of the Ordinary General Meeting of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of June 29, 2023

on the determination of the amount and rules of payment of remuneration to members of the Supervisory Board of the Company.

§1.

Pursuant to § 25 Sec. 2 of the Company's Articles of Association, the Ordinary General Meeting determines the remuneration for the Members of the Supervisory Board of the Company in the following amount:

  • 1) Chairperson of the Supervisory Board 11,000 PLN (in words: eleven thousand zloty) gross per month,
  • 2) Deputy Chairperson of the Supervisory Board 8,500 PLN (in words: eight hundred five hundred zloty) gross per month,

3) Member of the Supervisory Board 6,000 PLN (in words: six thousand zloty) gross per month, and additional remuneration for acting as a Member of the Audit Committee in the amount of 1,500 PLN (in words: one thousand five hundred zloty) gross per month.

§2.

The remuneration specified in § 1 shall be paid in arrears, by the 10th day of the month, to the bank account of the Supervisory Board Member. If a Member of the Supervisory Board holds a position for an incomplete month, the remuneration shall be calculated proportionally in the amount of 1/30 of the remuneration specified in § 1 for each day of holding the position of the Supervisory Board Member.

§3.

Additional remuneration for acting as a Member of the Audit Committee will be due since the day of appointment to holding the position of the Audit Committee Member

§4.

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, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,017,283 (two million seventeen thousand two hundred eighty-three) votes for the Resolution as such were cast, there were 36,293 (thirty-six thousand two hundred ninety-three) votes against the Resolution and 96,278 (ninety-six thousand two hundred seventy-eight) abstentions, therefore the Resolution was adopted.

Resolution No. 26/29.06.2023

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 June 29, 2023

concerning the creation of reserve capital earmarked for loans to be granted to employees of the Company and of its subsidiaries with the intention to finance their acquisition of shares of the Company

§1.

    1. Acting pursuant to Article 345 §1, §4 and §8 in conjunction with Article 396 §1 and §4 of the Commercial Companies Code, the Ordinary General Meeting of the Company hereby decides to establish reserve capital in the amount of: PLN 20,000,000 (in words: twenty million zlotys) (the "Reserve Capital").
    1. The Reserve Capital is established so as to facilitate employees of the Company and of its subsidiaries as well as Members of the Management Board of the Company (further together "Employees") - who are eligible within the meaning of §2 Sec. 1 of Resolution No. 5/03.02.2021 of the Extraordinary General Meeting of the Company of 3 February 2021 concerning an Amendment to the Articles of Association of the Company and the Issuance of Subscription Warrants of the K1, K2, L, Ł, M and N series, with the Right of Priority to Take up Series G Shares and a Contingent Increase of the Share Capital by way of Issuance of Series G Shares, Whereby the Existing Shareholders should be Deprived of the Preemptive Right (the "Resolution") - taking up series G shares in the Company issued on the basis of the Resolution (the "Shares"), by way of providing an opportunity that the Company may extend loans to the Employees with a view to financing 80% of the value of the contribution in cash that the Employees must make as a payment for the Shares they will take up ("Loans"); the decision whether to grant the loan or not will be made by the Management Board of the Company case by case at their free discretion.
    1. Acting pursuant to Article 15 §1 of the Commercial Companies Code, the Ordinary General Meeting consents tot the conclusion by the Company Loan agreements with the Members of the Management Board of the Company ("Loan Agreements"). The Ordinary General Meeting decides, that Loan Agreements will be concluded by the Supervisory Board of the Company on behalf of the Company.
    1. Concluded Loans will be short-term nature and the terms of the loans may not be longer than three months. The Loans will bear fixed interest rate which per annum will amount to 3 percentage points above WIBOR 3M indicator administered by GPW Benchmark S.A. from the day preceding day of Loan conclusion. In the event of termination of publication of WIBOR 3M

indicator, subsequently an equivalent indicator reflecting 3 month cost of financing on Warsaw interbank market will be applied.

  1. The Reserve Capital will be created out of transferred funds that, pursuant to Article 348 §1 of the Commercial Companies' Code could be allocated for distribution among the shareholders, i.e. by way of transfer of the amount of PLN 20,000,000 (in words: twenty million zlotys) from the supplementary capital to the Reserve Capital.

§2.

The amounts of the Reserve Capital unused for the needs of the facilitation described in the §1 Sec. 2 above after the termination of term to take up Shares i.e. 28 February 2027 will be transferred to supplementary capital of the Company and the Reserve Capital will be terminated.

The Chairman of the General Meeting found as follows:

a) in the secret voting on the Resolution above, 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) shares were voted, which represented 73.29% (seventy-three and twenty-nine hundredth percent) of the share capital of the Company, i.e. 2,149,854 (two million one hundred forty-nine thousand eight hundred fifty-four) valid votes were cast,

b) 2,050,780 (two million fifty thousand seven hundred eighty) votes for the Resolution as such were cast, there were 99,074 (ninety-nine thousand seventy-four) votes against the Resolution and no abstentions,

therefore the Resolution was adopted.

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