AGM Information • Dec 15, 2022
AGM Information
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Decision on amendments to the company's articles of association
The Management Board of Benefit Systems S.A. with its registered seat inWarsaw (the _quot;Company_quot;) hereby announces that the Company received courtdecision dated 28 October 2022 issued by the District Court for theCapital City of Warsaw in Warsaw regarding the registration of theamendment into the Articles of Association of the Company (the"Registration") on basis of the Resolution No. 5/30.09.2022 of theExtraordinary General Meeting of the Company adopted on 30 September2022. The Management Board of the Company informed about the adoption ofthe above mentioned resolution in current report No. 41/2022 of 30September 2022.
Following the Registration:
1. § 15 Sec. 1 and Sec. 2 of the Articles of Association of the Companyhave been amended:
"1.The Management Board shall be composed of one (1) to six (6) memberswho shall be appointed for a joint term of office of four (4) years. Achange to the panel of the Management Board during a term of office thathas already started shall not interrupt the course of the term of office.
2.Management Board members may be re-appointed for subsequent terms ofoffice."
so that they read as follows:
"1. The Management Board shall consist of between one (1) and six (6)members, appointed for a joint term of four (4) years. A change to thepanel of the Management Board during a term of office that has commencedshall not interrupt the term of office. The term of office of theManagement Board shall coincide with the full financial years of theCompany.
2.Members of the Management Board may be re-appointed for successiveterms of office, however such reappointment may take place no earlierthan one (1) year before the expiry of the current term of office."
2. § 17 Sec. 7 of the Articles of Association of the Company has beendeleted;
3. § 19 Sec. 7 of the Articles of Association of the Company has beenadded, which now reads as follow:
"7. With regard to the above, the Management Board shall not be bound bythe information obligations as referred to in Article 3801§ 1 and 3801§2 of the Commercial Companies Code. However, the Management Board shallprovide the Supervisory Board from time to time with aggregated andobjectively necessary information on the Company's operational,investment and personnel situation, as required under specificcircumstances."
4. § 20 Sec. 3 and Sec. 6 of the Articles of Association of the Companyhave been amended:
"3.Members of the Supervisory Board shall be appointed to a jointfive-year term of office."
(...)
"6.Members of the Supervisory Board may be reappointed."
so that they read as follows:
"3. Members of the Supervisory Board shall be appointed for a joint termof office of five (5) years. The term of office of the Supervisory Boardshall coincide with the full financial years."
(...)
"6. Members of the Supervisory Board may be re-appointed for successiveterms of office, however such reappointment may take place no earlierthan one (1) year before the expiry of the current term of office."
5. § 21 Sec. 1 of the Articles of Association of the Company has beenamended:
"1. In the first meeting of the Supervisory Board, the Supervisory Boardshall elect, with the absolute majority of votes, the Chairperson andDeputy Chairperson of the Supervisory Board in secret ballot.'
so that it reads as follows:
"1. The Supervisory Board shall elect, with the absolute majority ofvotes, the Chairperson and Deputy Chairperson of the Supervisory Boardin secret ballot.
6. § 23 Sec. 5 of the Articles of Association of the Company has beenadded, which now reads as follow:
"5. During the meeting, the Supervisory Board may also adopt resolutionson matters not included in the proposed agenda, provided that themembers of the Supervisory Board attending the meeting in their absolutemajority do not oppose it."
7. § 24 of the Articles of Association of the Company has been amended:
"The Supervisory Board shall adopt their own by-laws which shall providein detail for the mode of their procedure. The by-laws of theSupervisory Board shall be approved by the General Meeting."
so that it reads as follows:
"The Supervisory Board shall adopt their own by-laws which shall providein detail for the mode of their procedure."
8. § 25 Sec. 3 of the Articles of Association of the Company has beenamended:
"3. The Supervisory Board shall perform their duties collectively,however, a Supervisory Board member may be delegated to individuallyperform specific supervisory activities."
so that it reads as follows:
"3. The Supervisory Board shall perform its duties collectively."
9. § 25 Sec. 4 of the Articles of Association of the Company has beendeleted;
10. § 27 Sec. 3 (c) of the Articles of Association of the Company hasbeen amended:
"3. The competencies of the Supervisory Board shall in particularinclude:
(c) submitting annual written reports on the outcomes of the assessmentswhich are referred to in letter points a. and b. above to the GeneralMeeting;"
so that it reads as follows:
"3. The competencies of the Supervisory Board shall in particularinclude:
(c) preparing an annual written reports on the outcomes of theassessments which are referred to in letter points a. and b. above topresent it to the General Meeting, as well as supervisory board reportin the meaning of Article 382§ 3 point 3 of the Commercial CompaniesCode (Supervisory Board Report). "
and by adding Sec. 6 to read as follows:
"6. The General Meeting is authorised to determine the maximum totalcost of remuneration of all the advisors to the Supervisory Board thatthe Company may incur during a financial year, which cost however shallnot exceed 50% of the total remuneration due to the Supervisory Boardfor the previous financial year."
A consolidated text of the Articles of Association of the Companyincorporating the above amendments is attached as appendix hereto. Theconsolidated text of the Articles of Association of the Company wasadopted by the Supervisory Board of the Company on December 15, 2022.
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