AGM Information • Sep 30, 2022
AGM Information
Open in ViewerOpens in native device viewer
_________________________________________________________________________
Resolution No. 1/30.09.2022 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 September 30, 2022,
§1.
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 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) votes for the Resolution as such were cast in the secret voting, which represented 59.24% (fifty-nine and twenty-four hundredth percent) of the share capital of the Company, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted with the required majority of votes.
The Chairman of the General Meeting represented that:
a) in accordance with the signed list of attendance, 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) shares, out of total 2,933,542 (two million nine hundred thirty-three thousand five hundred forty-two) shares, were represented at the Extraordinary General Meeting of Shareholders, entitling to 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) votes, which accounted for 59.24% (fifty-nine and twenty-four 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.
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, 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) shares were voted, which represented 59.24% (fifty-nine and twenty-four hundredth percent) of the share capital of the Company, i.e. 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) valid votes were cast,
b) 1,711,671 (one million seven hundred eleven thousand six hundred seventy-one) votes for the Resolution as such were cast, there were no votes against the Resolution and 26,298 (twenty-six thousand two hundred ninety-eight) votes abstained.
therefore the Resolution was adopted with the required majority of votes.
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 September 30, 2022, 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 30 September 2022, at 11.00 a.m.:
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, 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) shares were voted, which represented 59.24% (fifty-nine and twenty-four hundredth percent) of the share capital of the Company, i.e. 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) valid votes were cast,
b) 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted with the required majority of votes.
of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna
with its registered seat in Warsaw (hereinafter, the "Company")
concerning merger of the Company, as the acquiring company,
for a plan of merger of the companies
Acting on the basis of Article 506 of the Code of Commercial Companies (hereinafter, the "CCC"), the Extraordinary General Meeting (hereinafter, the "Extraordinary General Meeting") of the Company under the business name of: BENEFIT SYSTEMS SPÓŁKA AKCYJNA with its registered seat in Warsaw (hereinafter, the "Acquiring Company"), hereby decided as follows:
The Acquiring Company will be merged (hereinafter, the "MERGER") with company under the business name of: Fit Fabric spółka z ograniczoną odpowiedzialnością with its registered seat in Warsaw (00-844), at plac Europejski 2 entered in the register of business entities of the National Court Register maintained by the District Court for the Warszawa w Warszawie, XIII Commercial Division of the National Court Register, under No. 0000649393, (industry identification number) REGON 101321861, (tax identification number) NIP 7282787835 (hereinafter, the "ACQUIRED COMPANY")
The Extraordinary General Meeting hereby grants consent to the merger plan, as agreed between the merging companies on August 12, 2022, and published at the Acquiring Company's website: https://www.benefitsystems.pl/ and the Acquired Company's website: www.fitfabric.pl.
The merger will be carried out pursuant to Article 492 § 1 Item 1 of the Code of Commercial Companies, by transferring all the assets of the Acquired Company to the Acquiring Company (merger by acquisition).
Due to the fact that the Acquiring Company holds 100% of shares in the share capital of the Acquired Company, the merger will be carried out without increasing the share capital of the Acquiring Company. Therefore, as a result of the Merger, no new circumstance will arise that might require a disclosure in the Articles of Association of the Acquiring Company. Consequently, the Articles of Association of the Acquiring Company will not be amended in connection with the Merger.
In connection with the Merger, neither any rights nor special benefits, as referred to in Article 499 § 1 Item 5 of the CCC, will be granted, nor any special benefits will be granted to the members of the governing bodies of the merging companies, or other individuals participating in the Merger, as referred to in Article 499 § 1 Item 6 CCC.
The resolution shall become effective as of the date of its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) shares were voted, which represented 59.24% (fifty-nine and twenty-four hundredth percent) of the share capital of the Company, i.e. 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) valid votes were cast,
b) 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted with the required majority of votes.
of the Extraordinary General Meeting of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of September 30, 2022 concerning amendment to the Articles of Association of the Company.
§1.
"1.The Management Board shall be composed of one (1) to six (6) members who shall be appointed for a joint term of office of four (4) years. A change to the panel of the Management Board during a term of office that has already started shall not interrupt the course of the term of office.
2.Management Board members may be re-appointed for subsequent terms of office."
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 the panel of the Management Board during a term of office that has commenced shall not interrupt the term of office. The term of office of the Management Board shall coincide with the full financial years of the Company.
2.Members of the Management Board may be re-appointed for successive terms of office, however such reappointment may take place no earlier than one (1) year before the expiry of the current term of office."
"7. With regard to the above, the Management Board shall not be bound by the information obligations as referred to in Article 3801 § 1 and 3801 §2 of the Commercial Companies Code. However, the Management Board shall provide the Supervisory Board from time to time with aggregated and objectively necessary information on the Company's operational, investment and personnel situation, as required under specific circumstances."
"3.Members of the Supervisory Board shall be appointed to a joint five-year term of office." "6.Members of the Supervisory Board may be reappointed."
so that they read as follows:
"1. In the first meeting of the Supervisory Board, the Supervisory Board shall elect, with the absolute majority of votes, the Chairperson and Deputy Chairperson of the Supervisory Board in secret ballot.'
so that it reads as follows:
"1. The Supervisory Board, the Supervisory Board shall elect, with the absolute majority of votes, the Chairperson and Deputy Chairperson of the Supervisory Board in secret ballot.'
"5. During the meeting, the Supervisory Board may also adopt resolutions on matters not included in the proposed agenda, provided that the members of the Supervisory Board attending the meeting in their absolute majority do not oppose it."
of Association of the Company:
"The Supervisory Board shall adopt their own by-laws which shall provide in detail for the mode of their procedure. The by-laws of the Supervisory 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 provide in detail for the mode of their procedure."
"3. The Supervisory Board shall perform their duties collectively, however, a Supervisory Board member may be delegated to individually perform specific supervisory activities."
so that it reads as follows:
"3. The Supervisory Board shall perform its duties collectively."
so that it reads as follows:
and by adding section 6 to read as follows:
"6. The General Meeting is authorised to determine the maximum total cost of remuneration of all the advisors to the Supervisory Board that the Company may incur during a financial year, which cost however shall not exceed 50% of the total remuneration due to the Supervisory Board for the previous financial year."
§2.
The resolution shall become effective as of the date of its adoption, however, it shall only become legally effective as of the moment when the registry court enters the amendment to the Articles of Association of the Company covered by this resolution in the register of business entities of the National Court Register (KRS).
The Extraordinary General Meeting hereby authorizes the Supervisory Board of the Company to establish consolidated text of the Articles of Association of the Company reflecting the amendments introduced pursuant to the resolution of the Extraordinary General Meeting of 30 September 2022, No. 5/30.09.2022.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) shares were voted, which represented 59.24% (fifty-nine and twenty-four hundredth percent) of the share capital of the Company, i.e. 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine),
b) 1,535,667 (one million five hundred thirty-five thousand six hundred sixty-seven) votes for the Resolution as such were cast, 202,302 (two hundred two thousand three hundred two) votes against the Resolution as such were cast and there were no abstentions,
therefore the Resolution was adopted with the required majority of votes.
In accordance with item 2.1 of the " Best Practice for GPW listed companies 2021" (Best Practices 2021, DPSN2021) adopted by the Exchange Supervisory Board by Resolution No. 13/1834/2021 of March 29, 2021, the Extraordinary General Meeting elects to adopt and approve the "Diversity Policy regarding the members of the Supervisory Board of Benefit Systems S.A." with the content as in the appendix to this resolution.
The resolution shall become effective as of the date of its adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) shares were voted, which represented 59.24% (fifty-nine and twenty-four hundredth percent) of the share capital of the Company, i.e. 1,737,969 (one million seven hundred thirty-seven thousand nine hundred sixty-nine) valid votes were cast,
b) 1,737,135 (one million seven hundred thirty-seven thousand one hundred thirty-five) votes for the Resolution as such were cast, 834 (eight hundred thirty-four) votes against the Resolution as such were cast and there were no abstentions,
therefore the Resolution was adopted with the required majority of votes.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.