AGM Information • Feb 4, 2021
AGM Information
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Resolution No. 1/03.02.2021 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 3 February, 2021, 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. ---------------------------------------------------------
Mr. Marcin Marczuk found that 2,221,671 (one million two hundred seven thousand nine hundred nineteen) votes for the Resolution as such were cast in the secret voting, which represented 76.76% (seventy-six and seventy-six hundredth percent) of the share capital of the Company, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted unanimously. ------------
The Chairman of the General Meeting represented that: --------------------------------------------------------
a) in accordance with the signed list of attendance 2,221,671 (two millions two hundred twenty-one thousand six hundred seventy-one) shares, out of total 2,894,287 (two million eight hundred ninety-four thousand two hundred eighty-seven) shares, were represented at the Extraordinary General Meeting of Shareholders, entitling to 2,221,671 (two millions two hundred twenty-one thousand six hundred seventy-one) votes, which accounted for 76.76% (seventy-six and seventy-six 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. --------------------------------------------------------------------------------------------------
§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, 2,221,671 (two millions two hundred twenty-one thousand six hundred seventy-one) shares were voted, which represented 76.76% (seventy-six and seventy-six hundredth percent) of the share capital of the Company, i.e. 2,221,671 (two millions two hundred twenty-one thousand six hundred seventy-one) valid votes were cast, -----------------------------
b) 1,869,826 (one million eight hundred sixty-nine thousand eight hundred twenty-six) votes for the Resolution as such were cast, there were no votes against the Resolution and 351,845 (three hundred fifty-one thousand eight hundred forty-five) votes abstained, ------------------------------------------------- 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 3 February, 2021, 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 3 February, 2021, at 11.00 a.m.:
Opening 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, 2,221,671 (two millions two hundred twenty-one thousand six hundred seventy-one) shares were voted, which represented 76.76% (seventy-six and seventy-six hundredth percent) of the share capital of the Company, i.e. 2,221,671 (two millions two hundred twenty-one thousand six hundred seventy-one) valid votes were cast, -----------------------------
b) 2,221,671 (two millions two hundred twenty-one thousand six hundred seventy-one) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, -------------- therefore the Resolution was adopted unanimously. -------------------------------------------------------------
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 3 February, 2021,
concerning the establishing of the 2021-2025 Incentive Plan for the Company
The Incentive Plan shall be implemented by way of issuance of the subscription warrants entitling to take up shares in the Company to be issued as part of a contingent share capital increase with the exclusion of pre-emptive rights vested in the Company's shareholders. The subscription warrants will be acquired after the Benefit Systems capital group meets the following criteria for participation in the Incentive Plan: ----------------------------------------------------------------------------------------------------------
a) for the part of the Plan commencing in 2021: --------------------------------------------------------------
achieving, in 2021, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 90,000,000.00 (ninety million zlotys) but not higher than PLN 115,000,000.00 (one hundred and fifteen million zlotys) will result in the allocation, for the part of the Plan commencing in 2021, of 50% of the pool of the warrants provided for that part of the Plan; ------- - achieving, in 2021, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 115,000,001.00 (one hundred fifteen million and one zloty) but not higher than PLN 140,000,000.00 (one hundred forty million zlotys) will result in the allocation, for the part of the Plan commencing in 2021, of 75% of the pool of warrants provided for this part of the Plan;
achieving, in 2021, of the value of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 140,000,001.00 (one hundred and forty million and one zloty) will result in the allocation, for the part of the Plan commencing in 2021, of 100% of the pool of the warrants provided for that part of the Plan; ----------------------------------------------------------------
for the part of the Plan commencing in 2022, of 50% of the pool of warrants provided for that part of the Plan; -----------------------------------------------------------------------------------------------------------------
achieving, in 2022, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 160,000,001.00 (one hundred and sixty million and one zloty) but not higher than PLN 180,000,000.00 (one hundred and eighty million zlotys) will result in the allocation, for the part of the Plan commencing in 2022, of 75% of the pool of warrants provided for that part of the Plan; ---------------------------------------------------------------------------------------------------
achieving, in 2022, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 180,000,001.00 (one hundred and eighty million and one zloty) will result in the allocation of 100% of the pool of the warrants provided for the part of the Plan commencing in 2022; -------------------------------------------------------------------------------------------------
achieving, in 2023, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 175,000,000.00 (one hundred seventy-five million zlotys) but not higher than PLN 185,000,000.00 (one hundred eighty-five million zlotys) will result in the allocation, for the part of the Plan commencing in 2023, of 50% of the pool of warrants provided for that part of the Plan; ---------------------------------------------------------------------------------------------------
achieving, in 2023, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 185,000,001.00 (one hundred eighty-five million and one zloty) but not higher than PLN 195,000,000.00 (one hundred ninety-five million zloty) will result in the allocation, for the part of the Plan commencing in 2023, of 75% of the pool of warrants provided for this part of the Plan; ---------------------------------------------------------------------------------------------------
achieving, in 2023, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 195,000,001.00 (one hundred and ninety-five million and one zloty) will result in the allocation, for the part of the Plan commencing in 2023, of 100% of the pool of warrants provided for this part of the Plan; ------------------------------------------------------------------------
achieving, in 2024, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 195,000,000.00 (one hundred and ninety-five million zlotys) but not higher than PLN 215,000,000.00 (two hundred and fifteen million zlotys) will result in the allocation, for the part of the Plan commencing in 2024, of 50% of the pool of warrants provided for this part of the Plan; ---------------------------------------------------------------------------------------------------
achieving, in 2024, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 215,000,001.00 (two hundred fifteen million and one zlotys) but not higher than PLN 230,000,000.00 (two hundred thirty million zlotys) will result in the allocation, for the part of the Plan commencing in 2024, of 75% of the pool of warrants provided for this part of the Plan; -----------------------------------------------------------------------------------------------------------------
achieving, in 2024, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 230,000,001.00 (two hundred and thirty million and one zloty) will result in the allocation of 100% of the pool of warrants provided for the part of the Plan commencing in 2024; -------------------------------------------------------------------------------------------------
achieving, in 2025, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 230,000,000.00 (two hundred and thirty million zlotys) but not higher than PLN 245,000,000.00 (two hundred and forty-five million zlotys) will result in the allocation, for the part of the Plan commencing in 2025, of 50% of the pool of warrants provided for that part of the Plan; -----------------------------------------------------------------------------------------------------------------
achieving, in 2025, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 245,000,000,000.001.00 (two hundred forty-five million and one zloty) but not higher than PLN 265,000,000.00 (two hundred sixty-five million zlotys) will result in the allocation, for the part of the Plan commencing in 2025, of 75% of the pool of warrants provided for this part of the Plan; ----------------------------------------------------------------------------------------------- - achieving, in 2025, of the consolidated normalized earnings before interest, tax (excluding the costs of the Incentive Plan) of not less than PLN 265,000,001.00 (two hundred and sixty-five million and one
zloty) will result in the allocation, for the part of the Plan commencing in 2025, of 100% of the pool of warrants provided for this part of the Plan. ------------------------------------------------------------------------
§3.
The consolidated normalized earnings before interest, tax is defined as the consolidated operating profit purged of the impact of non-recurring events. The General Meeting authorises the Supervisory Board to review annually the adjustment of the consolidated operating profit for the impact of non-recurring events. -------------------------------------------------------------------------------------------------------------------
| 1. | The pool of subscription warrants for the part of the Plan commencing in: ------------------------ |
|---|---|
| a. | 2021, shall be the series K1 and K2 subscription warrants; ------------------------------------------- |
| b. | 2022, shall be the series L subscription warrants; ------------------------------------------------------- |
| c. | 2023, shall be the series Ł subscription warrants; ------------------------------------------------------- |
| d. | 2024, shall be the series M subscription warrants; ------------------------------------------------------ |
| e. | 2025, shall be the series N subscription warrants. ------------------------------------------------------ |
the number as determined from time to time by the Company's Supervisory Board, provided that the following participation criteria are met: ----------------------------------------------------------------------------
K1 warrants; ------------------------------------------------------------------------------------------------------------
achieving of the sum of the value of the consolidated normalized earnings before interest, tax in years 2021, 2022, 2023, 2024 and 2025 (excluding the costs of the Incentive Plan) of not less than PLN 825,000,000.00 (eight hundred and twenty-five million zlotys) but not more than PLN 920,000,000.00 (nine hundred and twenty million zlotys) will result in the allocation of 50% of the pool of the series K2 subscription warrants; -------------------------------------------------------------------------------------------------
achieving of the sum of the value of consolidated normalized earnings before interest, tax in years 2021, 2022, 2023, 2024 and 2025 (excluding the costs of the Incentive Plan) of not less than PLN 920,000,001.00 (nine hundred and twenty million and one zloty) but not higher than PLN 1,010,000,000.00 (one billion and ten million zloty) will result in the allocating of 75% of the pool of the series K2 warrants; ---------------------------------------------------------------------------------------------
achieving of the sum of the value of the consolidated normalized earnings before interest, tax in years 2021, 2022, 2023, 2024 and 2025 (excluding the costs of the Incentive Plan) of not less than PLN 1,010,000,000,001.00 (one billion ten million and one zloty) will result in the allocation of 100% of the pool of the series K2 warrants. -------------------------------------------------------------------------------
The Issue Price of the series G shares shall amount to PLN 793,01 (seven hundred ninety-three 1/100) (the "Issue Price") and shall be reduced by dividends paid out by the Company as follows: ------------- - for each series G share taken up in 2022, the Issue Price shall be reduced by the dividend paid out (converted per one share in the Company) for financial years 2020 and 2021; ------------------------------ - for each series G share taken up in 2023, the Issue Price shall be reduced by the dividend paid out (converted per one share in the Company) for financial years 2020, 2021 and 2022; ---------------------- - for each series G share taken up in 2024, the Issue Price shall be reduced by the dividend paid out (converted per one share in the Company) for financial years 2020, 2021, 2022 and 2023; --------------- - for each series G share taken up in 2025, the Issue Price shall be reduced by the dividend paid out (converted per one share in the Company) for financial years 2020, 2021, 2022, 2023 and 2024; ------- - for each series G share taken up in 2026, the Issue Price shall be reduced by the dividend paid out (converted per one share in the Company) for financial years 2020, 2021, 2022, 2023, 2024 and 2025. The amount of the dividends paid out shall include all the dividends paid out for the above periods, irrespective of whether the dividend payment is financed from the profit for a given financial year or from other capitals of the Company. --------------------------------------------------------------------------------
§6.
The Resolution shall come into force upon its adoption. --------------------------------------------------------
The Chairman of the General Meeting found as follows: ------------------------------------------------------- a) in the secret voting on the Resolution above, 2,221,671 (two millions two hundred twenty-one thousand six hundred seventy-one) shares were voted, which represented 76.76% (seventy-six and seventy-six hundredth percent) of the share capital of the Company, i.e. 2,221,671 (two millions two hundred twenty-one thousand six hundred seventy-one) valid votes were cast, -----------------------------
b) 2,013,458 (two millions thirteen thousand four hundred fifty-eight) votes for the Resolution as such were cast, 208,212 (two hundred eight thousand two hundred twelve) votes against the Resolution and 1 (one) vote abstained, ----------------------------------------------------------------------------------------------- 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 3 February, 2021,
concerning amendment to the Articles of Association of the Company and the issue of the series K1, K2, L, Ł, M and N subscription warrants with priority rights to take up the series G shares and a contingent increase in the share capital by way of the issuance of the series G shares, with the exclusion of the pre-emptive rights vested in the existing shareholders to the subscription warrants and the shares in the entirety
Pursuant to Article 448 and Article 453 of the Code of Commercial Companies (the "CCC"), in connection with Resolution No. 4/03.02.2021 of the Extraordinary General Meeting to establish an incentive plan for the years 2021-2025 for the senior and middle management staff members of the capital group of the Company, hereinafter referred to as the "Incentive Plan" or the "Plan," the following is adopted: ---------------------------------------------------------------------------------------------------------------
§1.
Subject to the registration of amendments to §6 of the Company's Articles of Association in the wording as specified in §10 of this Resolution, it is hereby resolved that the following Subscription Warrants shall be issued: -------------------------------------------------------------------------------------------------------- a) from 1 (one) to 12,500 (twelve thousand five hundred) series K1 subscription warrants; ------ b) from 1 (one) to 12,500 (twelve thousand five hundred) series K2 subscription warrants; ------ c) from 1 (one) to 25,000 (twenty-five thousand) series L subscription warrants; ------------------- d) from 1 (one) to 25,000 (twenty-five thousand) series Ł subscription warrants; ------------------- e) from 1 (one) to 25,000 (twenty-five thousand) series M subscription warrants; ------------------ f) from 1 (one) to 25,000 (twenty-five thousand) series N subscription warrants; ------------------ being registered subscription warrants with the right to take up Series G shares of the Company with the pre-emptive rights of the Company's shareholders excluded (the "Subscription Warrants"). ----------- 1. Each Subscription Warrant shall entitle to take up 1 (one) series G share in the Company, subject to the terms and conditions established by this resolution. -------------------------------------------- 2. The Subscription Warrants shall be issued free of charge. --------------------------------------------
The Subscription Warrants shall be non-transferable, however, they shall be inheritable. -------
K2, L, Ł, M and N Subscription Warrants in the entirety. The exclusion of the pre-emptive rights in relation to the Subscription Warrants is, in the opinion of the shareholders, economically justified and is in the best interest of the Company and its shareholders, as justified in the Opinion of the Management Board, attached as Appendix 1 to this resolution. -------------------
Pursuant to the procedure specified in Article 448 of the CCC, the Company's share capital shall be contingently increased by PLN 125,000.00 ( one hundred and twenty-five thousand zlotys) by way of issuance of 125,000 ( one hundred and twenty-five thousand) series G ordinary bearer shares with a par value of PLN 1.00 ( one zloty) each. --------------------------------------------------------------------------------
The purpose of the contingent share capital increase is to vest the right to take up the series G shares in the holders of the series K1, K2, L, Ł, M and N Subscription Warrants issued pursuant to § 1 - § 2 of this Resolution in the exercise of the rights attaching to the aforementioned Subscription Warrants. The resolution is adopted in order to implement the Plan in the Company, based on the structure of the Warrants referred to above. ------------------------------------------------------------------------------------------
The pre-emptive right to series G shares vested in the existing shareholders shall be excluded in the entirety. In the opinion of the shareholders, the exclusion of the pre-emptive right in relation to the series G shares is economically justified and is in the best interest of the Company as well as its shareholders, as justified in detail in the Opinion of the Management Board attached as Appendix 1 to this resolution.
including that day, the shares shall participate in profit from the first day of the financial year immediately preceding the year in which they were released; ------------------------
The General Shareholders Meeting hereby resolves that §6.3 - §6.5 of the Company's Articles of Association shall read as follows: -----------------------------------------------------------------------------------
"3.The contingent share capital of the Company shall amount to PLN 189,555.00 (one hundred eighty nine thousand five hundred fifty five) and shall be divided into the following:
1) 64,555 (sixty four thousands five hundred fifty five) series E ordinary bearer shares with a nominal value of PLN 1.00 (one zloty) each;
2) 125,000 (one hundred twenty five thousands) series G ordinary bearer shares with a nominal value of PLN 1.00 (one zloty) each;
3) to vest the right to take up the series E shares in the holders of the Subscription Warrants issued by
the Company on the basis of Resolution No. 21/15.06.2016 of the Ordinary General Meeting of 15 June 2016. The persons eligible to take up the series E shares shall be the holders of the Subscription Warrants of series G, H, I and J issued by the Company.
4) to vest the right to take up the series G shares in the holders of the Subscription Warrants issued by the Company pursuant to resolution No. _ of the Extraordinary General Meeting of ___ 2021. The persons eligible to take up the series G shares shall be the holders of the series K1, K2, L, Ł, M and N Subscription Warrants issued by the Company.
The right to take up the shares of:
1) the series E may be exercised until 30 September 2021.
a) series K1 subscription warrants - until 31 December 2025;
b) series K2 subscription warrants - until 31 December 2025;
in the event that the participation criteria specified in §2(a) of Resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021 are met; or until 31 December 2026;
in the event that the participation criteria specified in §4, section 2(b) of Resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021 are met;
c) series L subscription warrants - until 31 December 2025;
d) series Ł subscription warrants - until 31 December 2025;
e) series M subscription warrants - until 31 December 2025; and
f) series N subscription warrants - until 31 December 2026." --------------------------------------------------
The resolution shall come into force upon its adoption. ---------------------------------------------------------
The Chairman of the General Meeting found as follows: ------------------------------------------------------- a) in the secret voting on the Resolution above, 2,221,671 (two millions two hundred twenty-one thousand six hundred seventy-one) shares were voted, which represented 76.76% (seventy-six and seventy-six hundredth percent) of the share capital of the Company, i.e. 2,221,671 (two millions two hundred twenty-one thousand six hundred seventy-one) valid votes were cast, -----------------------------
b) 2,013,458 (two millions thirteen thousand four hundred fifty-eight) votes for the Resolution as such were cast, 208,212 (two hundred eight thousand two hundred twelve) votes against the Resolution and 1 (one) vote abstained, ----------------------------------------------------------------------------------------------- therefore the Resolution was adopted -------------------------------------------------------------------------------
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