AGM Information • Jun 29, 2022
AGM Information
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Resolution No. 1/29.06.2022 of the Ordinary 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 June 29, 2022,
The Ordinary 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 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) votes for the Resolution as such were cast in the secret voting, which represented 67.21% (sixty-seven and twenty-one 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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares, out of total 2,933,542 (two million nine hundred thirtythree thousand five hundred forty-two) shares, were represented at the Ordinary General Meeting of Shareholders, entitling to 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) votes, which accounted for 67.21% (sixty-seven and twenty-one hundredth percent) of share capital of the Company eligible for the Ordinary General Meeting,
b) the represented shareholders met the requirements of Art. 4061 of the Commercial Companies Code.
The Ordinary 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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,670,914 (one million six hundred seventy thousand nine hundred fourteen) votes for the Resolution as such were cast, there were no votes against the Resolution and 300,760 (three hundred thousand seven hundred sixty) votes abstained.
therefore the Resolution was adopted with the required majority of votes.
of the Ordinary 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 June 29, 2022, on approving the agenda of the General Meeting
The Ordinary General Meeting of Shareholders hereby approves the agenda of the General Meeting which takes place on 29 June 2022, at 11.00 a.m.:
§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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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 Ordinary 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 June 29, 2022,
on approving the Report of the Supervisory Board of the Company BENEFIT SYSTEMS S.A. on the performed assessment of the financial statements and of the Directors' Report on the Activities of the Management Board of the Company for 2021
The Ordinary General Meeting of Shareholders hereby approves the Report of the Supervisory Board on the performed assessment of the financial statements and of the Directors' Report on the Activities of the Management Board for 2021, as annexed to the Resolution of the Company's Supervisory of 2022/6/02/1 on June 2, 2022.
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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted
The Ordinary General Meeting of Shareholders hereby approves the financial statements of the Company under the business name Benefit Systems Spółka Akcyjna for the financial year 2021, which consists of:
The Resolution enters into force upon its adoption.
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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.
2021
The Ordinary General Meeting of Shareholders hereby approves the Directors' Report on the Activities of the Management Board of the Company for 2021.
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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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 Ordinary General Meeting of Shareholders
of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna
with its registered seat in Warsaw (hereinafter, the "Company")
on approving the Report of the Supervisory Board of the Company BENEFIT SYSTEMS S.A. on the performed assessment of consolidated financial statements and of the Directors' Report of the Management Board on the Activities of the Capital Group Benefit Systems for 2021
The Ordinary General Meeting of Shareholders hereby approves the Report of the Supervisory Board on the performed assessment of the consolidated financial statements and of the Directors' Report of the Management Board on the Activities of the Capital Group Benefit Systems for 2021, as annexed to the Resolution of the Company's Supervisory Board of 2022/6/02/2 on June 2, 2022.
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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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 Ordinary 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 June 29, 2022, on approving the consolidated financial statements of the Capital Group Benefit Systems for 2021
§1.
The Ordinary General Meeting of Shareholders hereby approves the consolidated financial statements of the Capital Group Benefit Systems for the financial year 2021, which consists of:
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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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 Ordinary 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 June 29, 2022,
§1.
The Ordinary General Meeting of Shareholders hereby approves the Directors' Report of the Management Board on the Activities of the Capital Group Benefit Systems in 2021.
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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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.
The Ordinary General Meeting of Shareholders hereby decides to cover the total net loss of PLN 15,598,289.98 zlotys (in words: fifteen million five hundred ninety-eight thousand two hundred eighty-nine zlotys), from future earnings.
The Resolution enters into force upon its adoption.
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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 Ordinary 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 June 29, 2022,
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Ms. Emilia Rogalewicz for the discharge of her duties as Member of the Management Board during 2021.
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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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 Ordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Adam Radzki for the discharge of his duties as Member of the Management Board during period from 1 January 2021 to 23 June 2021.
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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Wojciech Szwarc for the discharge of his duties as Member of the Management Board during 2021.
§2.
The Resolution enters into force upon its adoption.
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Bartosz Józefiak for the discharge of his duties as Member of the Management Board during 2021.
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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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 Ordinary 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 Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. James Van Bergh for the discharge of his duties as a Member and as Chairman of the Supervisory Board of the Company during 2021.
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, 1,449,833 (one million four hundred forty-nine thousand eight hundred thirty-three) shares were voted, which represented 49.42% (forty-nine and forty-two hundredth percent) of the share capital of the Company, i.e. 1,449,833 (one million four hundred forty-nine thousand eight hundred thirty-three) valid votes were cast,
b) 1,449,833 (one million four hundred forty-nine thousand eight hundred thirty-three) 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.
on granting a vote of acceptance to the Member of the Company's Supervisory Board
§1.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Marcin Marczuk for the discharge of his duties as a Member and as Deputy Chairman of the Supervisory Board of the Company during 2021.
§2.
The Resolution enters into force upon its adoption.
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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.
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Artur Osuchowski for the discharge of his duties as a Member of the Supervisory Board of the Company during 2021.
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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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 Ordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Michael Rohde Pedersen for the discharge of his duties as a Member of the Supervisory Board of the Company during 2021.
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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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 Ordinary 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 June 29, 2022,
on granting a vote of acceptance to the Member of the Company's Supervisory Board
The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Michael Sanderson for the discharge of his duties as a Member of the Supervisory Board of the Company during 2021.
§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, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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.
Pursuant to Article 359 §21 of the Commercial Companies Code in connection with Article 90g(6) of the Act of 29 July 2005 on Public Offerings and Conditions for Introducing Financial Instruments into the Organised Trading System and on Public Companies, the Ordinary General Meeting expresses a positive opinion on the report concerning remuneration for 2021, taking into account the independent auditor's KPMG Audyt spółka z ograniczoną odpowiedzialnością sp.k. report on the assessment of this report within the scope stipulated by law.
The resolution shall enter into force upon adoption.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,910,776 (one million nine hundred ten thousand seven hundred seventy-six) votes for the Resolution as such were cast, 60,064 (sixty thousand sixty-four) votes against the Resolution and 834 (eight hundred thirty-four) abstentions,
therefore the Resolution was adopted with the required majority of votes.
Resolution No. 21/29.06.2022 of the Ordinary General Meeting of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of June 29, 2022. concerning amendment to the Articles of Association of the Company.
"4. The purpose of the Company is the pursuit of long term economic success of the Company by conducting its business activities in a manner that has a significant positive impact on the society and the environment, taken as a whole."
"72.19.Z Research and development in other natural and engineering sciences; 71.20.B, Other technical analysis and research."
"4. The member of the management board of the Company performs his duties in a manner that includes the purpose of the company and takes into account, inter alia, the following matters:
together referred to as "Stakeholder Interests" and each a "Stakeholder Interest".
5. While performing the obligation specified in § Sec. 4, a member of the management board is not obliged to assign a greater or lesser weight to any of the Stakeholder Interests or their group in relation to the other Stakeholder Interests or their groups.
6. Striving by a member of the management board to achieve the Company's purpose and performance of the obligation specified in § Sec. 4 is acting in the interest of the Company."
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 Ordinary 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 resolutions of the Ordinary General Meeting of 29 June 2022, No. 21/29.06.2022
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) 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.
Pursuant to § 25 Sec. 2 of the Company's Articles of Association, the Ordinary General Meeting determines the remuneration for the Members of the Supervisory Board of the Company in the following amount, starting from 1 July 2022:
3) Member of the Supervisory Board 6,000 PLN (in words: six thousand zloty) gross per month, and additional remuneration for acting as a Member of the Audit Committee in the amount of 1,500 PLN (in words: one thousand five hundred zloty) gross per month.
The remuneration specified in § 1 shall be paid in arrears, by the 10th day of the month, to the bank account of the Supervisory Board Member. If a Member of the Supervisory Board holds a position for an incomplete month, the remuneration shall be calculated proportionally in the amount of 1/30 of the remuneration specified in § 1 for each day of holding the position of the Supervisory Board Member.
The resolution shall enter into force upon adoption and repeals all previous resolutions regarding remuneration of the Supervisory Board members.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) shares were voted, which represented 67.21% (sixty-seven and twenty-one hundredth percent) of the share capital of the Company, i.e. 1,971,674 (one million nine hundred seventy-one thousand six hundred seventy-four) valid votes were cast,
b) 1,684,114 (one million six hundred eighty-four thousand one hundred fourteen) votes for the Resolution as such were cast, 1,269 (one thousand two hundred sixty-nine) votes against the Resolution and 286,291 (two hundred eighty-six thousand two hundred ninety-one) abstentions, therefore the Resolution was adopted with the required majority of votes.
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