AGM Information • Jul 21, 2025
AGM Information
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Resolution No. 1/21.07.2025 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 21 July 2025
The Extraordinary General Meeting of Shareholders hereby elects Mr. Marcin Marczuk as the Chairman of the General Meeting.
The Resolution enters into force upon its adoption.
Ms Iwona Rykaczewska-Kuderska found that 2,105,686 (two million one hundred five thousand six hundred eighty-six) votes as such were cast in the secret voting, which represented 64.28% (sixty-four and twenty-eight hundredths percent) of the share capital of the Company; 2,105,685 (two million one hundred five thousand six hundred eighty-five) votes for the Resolution as such were cast, there were no votes against the Resolution and 1 (one) abstention, therefore the Resolution was adopted.
The Chairman of the General Meeting represented that:
a) in accordance with the signed list of attendance, 2,105,686 (two million one hundred five thousand six hundred eighty-six) shares, out of total 3,275,742 (three million two hundred seventy-five thousand seven hundred forty-two) shares, were represented at the Extraordinary General Meeting of Shareholders, entitling 2,105,686 (two million one hundred five thousand six hundred eighty-six) votes, which accounted for 64.28% (sixty-four and twenty-eight hundredths 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 resolves to waive 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, 1,848,830 (one million eight hundred forty-eight thousand eight hundred thirty) shares were voted, which represented 56.44% (fifty-six and forty-four hundredths percent) of the share capital of the Company, i.e. 1,848,830 (one million eight hundred fortyeight thousand eight hundred thirty) valid votes were cast,
b) 1,356,630 (one million three hundred fifty-six thousand six hundred thirty) votes for the Resolution as such were cast, there were no votes against the Resolution and 492,200 (four hundred ninety-two thousand two hundred) abstentions.
therefore the Resolution was adopted.
The Extraordinary General Meeting of Shareholders hereby approves the agenda of the General Meeting which takes place on 21 July 2025, at 11.00 a.m..:
Opening the General Meeting.
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, 2,105,686 (two million one hundred five thousand six hundred eighty-six) shares were voted, which represented 64.28% (sixty-four and twenty-eight hundredths percent) of the share capital of the Company, i.e. 2,105,686 (two million one hundred five thousand six hundred eighty-six) valid votes were cast,
b) 2,105,686 (two million one hundred five thousand six hundred eighty-six) votes for the Resolution as such were cast, there were no votes against the Resolution and no abstentions, therefore the Resolution was adopted.
The Extraordinary General Meeting hereby amends the content of § 20 Section 1 of the Articles of Association of the Company with the following wording:
"The Supervisory Board shall be composed of six (6) members who shall be appointed and recalled by the General Meeting."
By adding new, following wording:
"The Supervisory Board shall be composed of five (5) to seven (7) members who shall be appointed and recalled by the General Meeting."
The resolution shall become effective as of the date of its adoption with legal effect from the moment the registry court enters the amendment to the Company's articles of association covered by this resolution in the register of entrepreneurs of the National Court Register.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 2,105,686 (two million one hundred five thousand six hundred eighty-six) shares were voted, which represented 64.28% (sixty-four and twenty-eight hundredths percent) of the share capital of the Company, i.e. 2,105,686 (two million one hundred five thousand six hundred eighty-six) valid votes were cast,
b) 2,072,946 (two million seventy-two thousand nine hundred forty-six) votes for the Resolution as such were cast, there were 26,714 (twenty-six thousand seven hundred fourteen) votes against the Resolution and 6,026 (six thousand twenty-six) abstentions, therefore the Resolution was adopted.
The Extraordinary General Meeting hereby amends the content of § 20 Section 3 of the Articles of Association of the Company with the following wording:
"Members of the Supervisory Board shall be appointed for a joint term of office of five (5) years. The term of office of the Supervisory Board shall coincide with the full financial years."
By adding new, following wording:
"Members of the Supervisory Board shall be appointed for a joint term of office of five (5) years. Following the expiry of the term of office, which started on 29 June 2023, the Supervisory Board members shall be appointed for a joint term of office of 4 (four) years. The term of office of the Supervisory Board shall coincide with the full financial years."
The resolution shall become effective as of the date of its adoption with legal effect from the moment the registry court enters the amendment to the Company's articles of association covered by this resolution in the register of entrepreneurs of the National Court Register.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 2,105,686 (two million one hundred five thousand six hundred eighty-six) shares were voted, which represented 64.28% (sixty-four and twenty-eight hundredths percent) of the share capital of the Company, i.e. 2,105,686 (two million one hundred five thousand six hundred eighty-six) valid votes were cast,
b) 2,072,946 (two million seventy-two thousand nine hundred forty-six) votes for the Resolution as such were cast, there were 26,714 (twenty-six thousand seven hundred fourteen) votes against the Resolution and 6,026 (six thousand twenty-six) 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")
The Extraordinary General Meeting of Benefit Systems Spółka Akcyjna acting on Article 430 § 5 of Commercial Companies Code herby authorizes the Supervisory Board of the Company to adopt a consolidated text of the Articles of the Association, reflecting the amendments set out in the resolutions No. 4/21.07/2025 and No. 5/21.07/2025 of the Extraordinary General Meeting of Benefit Systems Spółka Akcyjna of 21 July 2025.
§ 2.
The resolution shall become effective as of the date of its adoption with legal effect from the moment the registry court registers the amendments to the Articles of Association covered by this resolution.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 2,105,686 (two million one hundred five thousand six hundred eighty-six) shares were voted, which represented 64.28% (sixty-four and twenty-eight hundredths percent) of the share capital of the Company, i.e. 2,105,686 (two million one hundred five thousand six hundred eighty-six) valid votes were cast,
b) 2,066,296 (two million sixty-six thousand two hundred ninety-six) votes for the Resolution as such were cast, there were 26,714 (twenty-six thousand seven hundred fourteen) votes against the Resolution and 12,676 (twelve thousand six hundred seventy-six) abstentions, therefore the Resolution was adopted.
The Extraordinary General Meeting dismisses Ms Julita Jabłkowska from the Supervisory Board.
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, 2,105,686 (two million one hundred five thousand six hundred eighty-six) shares were voted, which represented 64.28% (sixty-four and twenty-eight hundredths percent) of the share capital of the Company, i.e. 2,105,686 (two million one hundred five thousand six hundred eighty-six) valid votes were cast,
b) 1,124,703 (one million one hundred twenty-four thousand seven hundred three) votes for the Resolution as such were cast, there were 488,783 (four hundred eighty-eight thousand seven hundred eighty-three) votes against the Resolution and 492,200 (four hundred ninety-two thousand two hundred) abstentions,
therefore the Resolution was adopted.
The Extraordinary General Meeting appoints Ms Marzena Piszczek 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 enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 2,105,686 (two million one hundred five thousand six hundred eighty-six) shares were voted, which represented 64.28% (sixty-four and twenty-eight hundredths percent) of the share capital of the Company, i.e. 2,105,686 (two million one hundred five thousand six hundred eighty-six) valid votes were cast,
b) 1,148,665 (one million one hundred forty-eight thousand six hundred sixty-five) votes for the Resolution as such were cast, there were 503,872 (five hundred three thousand eight hundred seventytwo) votes against the Resolution and 453,149 (four hundred fifty-three thousand one hundred fortynine) abstentions,
therefore the Resolution was adopted.
The Extraordinary General Meeting appoints Ms Katarzyna Rozenfeld 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 enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 2,105,686 (two million one hundred five thousand six hundred eighty-six) shares were voted, which represented 64.28% (sixty-four and twenty-eight hundredths percent) of the share capital of the Company, i.e. 2,105,686 (two million one hundred five thousand six hundred eighty-six) valid votes were cast,
b) 1,590,163 (one million five hundred ninety thousand one hundred sixty-three) votes for the Resolution as such were cast, there were 497,221 (four hundred ninety-seven thousand two hundred twenty-one) votes against the Resolution and 18,302 (eighteen thousand three hundred two) abstentions, therefore the Resolution was adopted.
The Extraordinary General Meeting appoints Mr Grzegorz Wachowicz 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 enters into force upon its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 2,105,686 (two million one hundred five thousand six hundred eighty-six) shares were voted, which represented 64.28% (sixty-four and twenty-eight hundredths percent) of the share capital of the Company, i.e. 2,105,686 (two million one hundred five thousand six hundred eighty-six) valid votes were cast,
b) 1,590,163 (one million five hundred ninety thousand one hundred sixty-three) votes for the Resolution as such were cast, there were 497,221 (four hundred ninety-seven thousand two hundred twenty-one) votes against the Resolution and 18,302 (eighteen thousand three hundred two) abstentions, therefore the Resolution was adopted.
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