Transaction in Own Shares • Sep 11, 2019
Transaction in Own Shares
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Announcement of the offer of purchase of shares by Benefit Systems S.A.
The Management Board of Benefit Systems S.A. with its registered seat inWarsaw (hereinafter, the ‘Company') has announced an offer of purchaseof shares in the Company (hereinafter, the ‘Offer'), in accordance withwhich:
• the Company will purchase no more than 63 242 (say: sixty threethousand two hundred forty-two) shares in the Company;
• the Company offers a purchase price of PLN 900.00 (say: nine hundredzlotys) per share;
• the Company will allocate a maximum amount of PLN 57 000 000.00(fifty-seven million 00/100 zlotys) for the purchase of shares as partof the Offer;
• the Company will start accepting offers of sale of shares from theshareholders on 16 September 2019. The procedure will end on 20September 2019 (at 4.00 p.m. Warsaw time);
• all the transactions shall be settled on 27 September 2019;
• the conducting and settlement of the Offer will be intermediated byPowszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział - BiuroMaklerskie w Warszawie (the Brokerage House of PKO BP).
The Offer shall be conducted in line with the rules of the own sharebuyback programme as set forth in resolution No. 23/25.06.2019 of theOrdinary General Meeting of the Company of 25 June 2019 to authorize theManagement Board to purchase own shares in the name and on behalf of theCompany and to determine the rules of the acquisition of own shares bythe Company, about which the Company informed in current report No.24/2019 of 25 June 2019, and also in Resolution of the Management Boardof 11 September 2019 concerning the rules of acquisition of own sharesin the name and on behalf of the Company. The Offer is conducted inconnection with Profit Distribution Policy for the years 2016-2019 ofthe Company (announced in current report No. 3/2016 of 10 February 2016).
The full version of the Offer is presented in the Appendix to thecurrent report.
Legal disclaimer: The Offer is not an invitation to subscribe for saleor exchange of shares as referred to in Article 73 and subsequentArticles of the Act on Public Offering, Conditions Governing theIntroduction of Financial Instruments to Organised Trading, and PublicCompanies of 29 July 2005 (consolidated text in Journal of Laws [Dz. U.]of 2019, Item 623, as amended). In particular, neither Article 77 andArticle 79 of the said Act nor provisions of the Regulation of theMinister of Development and Finance of 14 September 2017 concerningModel Calls for Subscribing to Sale or Exchange of Shares in a PublicCompany, Specific Method of their Advertising and the Conditions ofAcquiring Shares as a Result of such Calls (Journal of Laws [Dz.U.] of2017, Item 1748, as amended) shall apply to this Offer. This Offer isnot an offer within the meaning of Article 66 of Act of 23 April 1964the Civil Code (consolidated text in Journal of Laws [Dz. U.] of 2017,Item 459, as amended) either. This Offer is not an offer of purchase ora solicitation to sell any securities, in particular, in any country inwhich a submission of such an offer or solicitation to sell securitieswould be illegal or would require any authorisation, notification orregistration. The document of the Offer is not an investment, legal ortax advice. With regard to any matters related to the Offer, investorsshould seek advice of an investment, legal or tax adviser. A personresponding to this Offer shall bear all the legal, financial and taxconsequences of their investment decisions.
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