AGM Information • May 15, 2020
AGM Information
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Announcement on convening the Ordinary General Meeting of Shareholdersof Benefit Systems S.A. on 10 June 2020, at 11:00 a.m and draftresolutions.
I. Date and agenda of the General Meeting
In accordance with Art. 395, Art. 399 § 1and Art. 402(1) § 1 of theCommercial Companies Code the Management Board of Benefit Systems S.A.with its registered office in Warszawa (hereinafter referred to as the"Company") convenes the Ordinary General Meeting of the Company BenefitSystems S.A. to take place on 10 June 2020, at 11:00 a.m. (hereinafterreferred to as the "General Meeting"). The General Meeting will takeplace in the registered office of the Company in Warsaw, Plac Europejski2, floor XI, and will have the following agenda:
1. Opening the General Meeting.
2. Electing the Chairperson of the General Meeting.
3. Confirming that the General Meeting was duly convened and is capableof adopting valid resolutions.
4. Electing the Counting Committee.
5. Approving the agenda of the General Meeting.
6. Presentation of the Supervisory Board:
a. a concise assessment of the Company's financial position, includingthe internal control system and the management system of significantrisks,
b. the Report of the Supervisory Board for 2019 and the assessment ofthe activities of the Supervisory Board during 2019.
7. Reviewing and approving the Report of the Supervisory Board on theaudit of the financial statements and of the Directors' Report of theManagement Board for 2019.
8. Reviewing and approving the financial statements of the CompanyBenefit Systems S.A. for 2019.
9. Reviewing and approving the Directors' Report of the Management Boardfor 2019.
10. Reviewing and approving the Report of the Supervisory Board on theaudit of the consolidated financial statements and of the Directors'Report on the Capital Group Benefit Systems for 2019.
11. Reviewing and approving the consolidated financial statements of theCapital Group Benefit Systems for 2019.
12. Reviewing and approving the Directors' Report of the ManagementBoard on the activities of the Capital Group Benefit Systems for 2019.
13. Adopting the resolution on the appropriation of net profit for 2019.
14. Adopting the resolution on granting a vote of acceptance to theMembers of the Company's Management Board.
15. Adopting the resolution on granting a vote of acceptance to theMembers of the Company's Supervisory Board.
16. Adopting the resolution on redemption of shares in the Company
17. Adopting the resolution on reduction of the share capital andamendment to the Articles of Association of the Company.
18. Adopting the resolution on amendment to the Articles of Associationof the Company
19. Adopting the resolution on adoption of "Policy for RemuneratingMembers of the Management Board and of the Supervisory Board of theCompany"
20. Reviewing and approving the financial statements of the Fit Investsp. z o.o. for 2018.
21. Reviewing and approving the Fit Invest sp. z o.o. Directors' Reportof the Management Board for 2018.
22. Adopting the resolution on covering of net loss incurred by FitInvest sp. z o.o. in financial year 2018.
23. Adopting the resolution on granting a vote of acceptance to the FitInvest sp. z o.o Management Board for 2018.
24. Adopting the resolution on granting a vote of acceptance to the FitInvest sp. z o.o Supervisory Board for 2018.
25. Closing the General Meeting.
II. Procedures concerning the participation in the General Meeting
A shareholder or shareholders representing at least 1/20 of the sharecapital may request that certain matters be placed on the agenda of theGeneral Meeting. The request should contain a justification or a draftresolution concerning the proposed matter of the agenda and should bedelivered to the Company's Management Board in writing or in electronicform at the e-mail address [email protected], however not later than20 May 2020. Shareholders submitting this request to the Company'sManagement Board should properly document their authorization toexercise this right and in particular the fact of representing theappropriate amount of the Company's share capital. The Company'sManagement Board is obligated to immediately, however not later thaneighteen days before the scheduled date of the General Meeting, announcechanges to the agenda introduced at the request of shareholders. Theannouncement is made in a manner appropriate for convening the GeneralMeeting.
A shareholder or shareholders representing at least 1/20 of the sharecapital may submit to the Company draft resolutions concerning mattersplaced on the agenda of the General Meeting or those that are to beplaced prior to the date of the General Meeting, in writing or byelectronic mail at the e-mail address [email protected]. Theshareholders should properly document their authorization to exercisethis right and in particular the fact of representing the appropriateamount of the Company's share capital.
During the General Meeting, each of the shareholders may submit draftresolutions concerning the matters placed on the agenda.
The shareholders are authorized to participate in the General Meeting inperson or through a proxy.
The power of attorney to participate in the General Meeting of theCompany and to exercise the right of vote should be granted in writingor in electronic form and delivered at the e-mail [email protected] at the latest by 08.00 am on the day of the GeneralMeeting. The power of attorney granted in electronic form does notrequire a secure electronic signature verified using a valid qualifiedcertificate. From the publication date of the announcement on theInternet website of the Company under the address www.benefitsystems.pl,folder For Investors/Corporate Governance/General Meeting, forms withthe master power of attorney and forms for voting through a proxy willbe made available for downloading in electronic form.
The power of attorney in electronic form, granted by a shareholder beinga physical person, should contain the data which allow to identify theshareholder, including: name and surname, address of the place ofresidence, PESEL number, data of the identity card of the shareholder:document number, date of issuance, and issuing body. The power ofattorney in electronic form, granted by a shareholder not being aphysical person, should contain the data listed in the sentence abovewith regard to the persons granting the power of attorney in the name ofthe shareholder.
The notice about the shareholder's granting a power of attorney inelectronic form should be accompanied by a scanned identity document ordocuments of the shareholder or its representatives, if the shareholderis not a physical person.
The Company also undertakes other appropriate actions to identify theshareholder and proxy to verify the validity of the power of attorneygranted in electronic form, whereby the actions should be proportionate.
The representatives of the legal persons should hold an original or acopy of the extract from the relevant register certified by a publicnotary, if their right of representation does not result from anyregister, they should hold a power of attorney in writing and anoriginal power of attorney valid as of the date it is granted or a copyof the extract from the relevant register certified by a public notary.The shareholders and proxies should hold their identity cards.
The Rules and Regulations of the General Meeting of the Company does notprovide for a possibility to attend the General Meeting, speak and votewith the use of the means of electronic communication or to vote by post.
The shareholders will be registered half an hour before the start of theGeneral Meeting.
III. The registration date to participate in the General Meeting fallson 25 May 2020. The General Meeting may be attended only by thosepersons who are shareholders as of the registration date, i.e. 16 daysbefore the date of the General Meeting.
In order to participate in the General Meeting, an appropriateregistration must be made through the entity maintaining the securitiesaccount. Namely, at the request of the holder entitled to bedematerialized bearer shares of the Company, submitted not earlier thanafter the announcement of convening the General Meeting and no laterthan the first weekday after the date of registration of participationin the General Meeting (i.e. on 26 May 2020), the entity maintaining theaccount securities issues a certificate of the right to participate inthe General Meeting. At the request of the person authorized in thecontent of the certificate, a part or all of the Company's sharesregistered on his securities account should be indicated.
The person authorized to participate in the General Meeting may accessthe full text of the documents that are to be submitted to the GeneralMeeting, including draft resolutions, in the office of the ManagementBoard of the Company in Warszawa, Plac Europejski 2, where the list ofthe shareholders authorized to participate in the General Meeting willbe made available as well.( for three weekdays before the GeneralMeeting). The shareholder may request that a list of shareholdersentitled to participate in the General Meeting be sent to him free ofcharge via e-mail, giving the address to which the list should be sent.
Any information on the General Meeting of Shareholders will be publishedon the Internet website of the Company under the following address:https://www.benefitsystems.pl/en/for-investors/corporate-governance/general-meetings-of-shareholders/
IV. Draft resolutions
The Management Board presents draft resolutions with their justificationfor the General Meeting on 10 June 2020, as annexed to this Report.
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