AGM Information • Nov 20, 2023
AGM Information
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Resolution No. 1/20.11.2023 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 November 20, 2023 on electing the Chairperson of the General Meeting
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.
Ms Weronika Czyżyk-Węgrzyn found that 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) votes as such were cast in the secret voting, which represented 64.38% (sixty-four and thirty-eight hundredth percent) of the share capital of the Company; 1,888,476 (one million eight hundred eighty-eight thousand four hundred seventy-six) 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, 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) shares, out of total 2,933,542 (two million nine hundred thirtythree thousand five hundred forty-two) shares, were represented at the Extraordinary General Meeting of Shareholders, entitling to 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) votes, which accounted for 64.38% (sixty-four and thirty-eight 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, 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) shares were voted, which represented 64.38% (sixty-four and thirty-eight hundredth percent) of the share capital of the Company, i.e. 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) valid votes were cast,
b) 1,728,906 (one million seven hundred twenty-eight thousand nine hundred six) votes for the Resolution as such were cast, there were no votes against the Resolution and 159,571 (one hundred fiftynine thousand five hundred seventy-one) 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") of November 20, 2023 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 20 November 2023, 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, 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) shares were voted, which represented 64.38% (sixty-four and thirty-eight hundredth percent) of the share capital of the Company, i.e. 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) valid votes were cast,
b) 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted.
as the acquired company along with the granting of consent
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: Focusly spółka z ograniczoną odpowiedzialnością with its registered seat in Warsaw (01-230), at ul. Skierniewicka 16/20 entered in the register of business entities of the National Court Register maintained by the District Court for the Warsaw in Warsaw, XIV Commercial Division of the National Court Register, under No. 0000906254, (industry identification number) REGON 389239372, (tax identification number) NIP 1133035742 (hereinafter, the "ACQUIRED COMPANY").
The Extraordinary General Meeting hereby grants consent to the merger plan, as agreed between the merging companies on October 13, 2023, and published at the Acquiring Company's website: https://www.benefitsystems.pl/ and the Acquired Company's website: www.focusly.co.
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, 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) shares were voted, which represented 64.38% (sixty-four and thirty-eight hundredth percent) of the share capital of the Company, i.e. 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) valid votes were cast,
b) 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) votes for the Resolution as such were cast, there were no votes against the Resolution and 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") of November 20, 2023 concerning merger of the Company, as the acquiring company, with Benefit Partners spółka z ograniczoną odpowiedzialnością as the acquired company along with the granting of consent 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: Benefit Partners 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 Warsaw in Warsaw, XIII Commercial Division of the National Court Register, under No. 0000389645, (industry identification number) REGON 142985543, (tax identification number) NIP 5252511599 (hereinafter, the "ACQUIRED COMPANY").
The Extraordinary General Meeting hereby grants consent to the merger plan, as agreed between the merging companies on October 19, 2023, and published at the Acquiring Company's website: https://www.benefitsystems.pl/ and the Acquired Company's website: https://www.benefitpartners.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, 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) shares were voted, which represented 64.38% (sixty-four and thirty-eight hundredth percent) of the share capital of the Company, i.e. 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) valid votes were cast,
b) 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) votes for the Resolution as such were cast, there were no votes against the Resolution and 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") of November 20, 2023,
on amendment to the Articles of Association of the Company and the manner of establishing the consolidated text of the amended articles of association
The Extraordinary General Meeting hereby amends the content of § 6 of the Articles of Association of the Company with the following wording:
(a) 2,204,842 (say: two million two hundred and four thousand eight hundred and forty-two) series A bearer shares numbered from A0000001 to A2204842;
(b) 200,000 (say: two hundred thousand) series B bearer shares numbered from B000001 to B200000;
(c) 150,000 (say: one hundred and fifty thousand) ordinary series C bearer shares, each with the nominal value of PLN 1.00 (say: one zloty), which have been taken up as a result of exercise of the rights derived from subscription warrants issued by the Company on the basis of Resolution No. 6/2010 of the Extraordinary General Meeting of 24 November 2010;
(d) 120,000 (say: one hundred and twenty thousand) ordinary series D bearer shares, each with the nominal value of PLN 1.00 (say: one zloty), which have been taken up as a result of exercise of the
rights derived from subscription warrants issued by the Company on the basis of Resolution No. 19/31.05.2012 of the Ordinary General Meeting of 31 May 2012;
(e) 35,445 (say: thirty-five thousand four hundred forty-five) ordinary series E bearer shares, each with nominal value of PLN 1.00 (say: one zloty), which have been taken up as a result of exercise of the rights derived from subscription warrants issued by the Company on the basis of Resolution No. 21/15.06.2016 of the Ordinary General Meeting of 15 June 2016
(f) 184,000 (say: one hundred and eighty four thousand) ordinary series F bearer shares, each with the nominal value of PLN 1.00 (say: one zloty).
The series A bearer shares have been issued in return for shares in Benefit Systems Spółka z ograniczoną odpowiedzialnością which is referred to in §1 above, as a consequence of transformation of the latter company performed in accordance with Title IV of Section III of Act of 15 September 2000 – Code of Commercial Companies (Journal of Laws [Dz. U.] No. 94, Item 1037, as amended), which were covered by the assets of the transformed company.
The contingent share capital of the Company shall amount to PLN 189,555.00 (one hundred eighty nine thousand five hundred fifty five) and shall be divided into the following:
1) 64,555 (sixty four thousands five hundred fifty five) series E ordinary bearer shares with a nominal value of PLN 1.00 (one zloty) each;
2) 125,000 (one hundred twenty five thousands) series G ordinary bearer shares with a nominal value of PLN 1.00 (one zloty) each.
1) to vest the right to take up the series E shares in the holders of the Subscription Warrants issued by the Company on the basis of Resolution No. 21/15.06.2016 of the Ordinary General Meeting of 15 June 2016. The persons eligible to take up the series E shares shall be the holders of the Subscription Warrants of series G, H, I and J issued by the Company.
2) to vest the right to take up the series G shares in the holders of the Subscription Warrants issued by the Company pursuant to resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021. The persons eligible to take up the series G shares shall be the holders of the series K1, K2, L, Ł, M and N Subscription Warrants issued by the Company.
1) the series E - may be exercised until 30 September 2021.
2) the series G - may be exercised by the holders of:
a) series K1 subscription warrants - until 31 December 2025;
b) series K2 subscription warrants - until 31 December 2025;
in the event that the participation criteria specified in §2(a) of Resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021 are met; or until 31 December 2026; in the event that the participation criteria specified in §4, section 2(b) of Resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021 are met;
c) series L subscription warrants - until 31 December 2025;
d) series Ł subscription warrants - until 31 December 2025;
e) series M subscription warrants - until 31 December 2025; and
f) series N subscription warrants - until 31 December 2026."
(a) 2,204,842 (say: two million two hundred and four thousand eight hundred and forty-two) series A bearer shares numbered from A0000001 to A2204842;
(b) 200,000 (say: two hundred thousand) series B bearer shares numbered from B000001 to B200000;
(c) 150,000 (say: one hundred and fifty thousand) ordinary series C bearer shares, each with the nominal value of PLN 1.00 (say: one zloty), which have been taken up as a result of exercise of the rights derived from subscription warrants issued by the Company on the basis of Resolution No. 6/2010 of the Extraordinary General Meeting of 24 November 2010;
(d) 120,000 (say: one hundred and twenty thousand) ordinary series D bearer shares, each with the nominal value of PLN 1.00 (say: one zloty), which have been taken up as a result of exercise of the rights derived from subscription warrants issued by the Company on the basis of Resolution No. 19/31.05.2012 of the Ordinary General Meeting of 31 May 2012;
(e) 74.700 (say: seventy four thousand seven hundred) ordinary series E bearer shares, each with nominal value of PLN 1.00 (say: one zloty), which have been taken up as a result of exercise of the rights derived from subscription warrants issued by the Company on the basis of Resolution No. 21/15.06.2016 of the Ordinary General Meeting of 15 June 2016
(f) 184,000 (say: one hundred and eighty four thousand) ordinary series F bearer shares, each with the nominal value of PLN 1.00 (say: one zloty).
The series A bearer shares have been issued in return for shares in Benefit Systems Spółka z ograniczoną odpowiedzialnością which is referred to in §1 above, as a consequence of transformation of the latter company performed in accordance with Title IV of Section III of Act of 15 September 2000 – Code of Commercial Companies (Journal of Laws [Dz. U.] No. 94, Item 1037, as amended), which were covered by the assets of the transformed company.
The contingent share capital of the Company shall amount to PLN 125,000.00 (one hundred twenty five thousand) and shall be divided into 125,000 (one hundred twenty five thousand) series G ordinary bearer shares with a nominal value of PLN 1.00 (one zloty) each.
The purpose of the contingent share capital increase is to vest the right to take up the series G shares in the holders of the Subscription Warrants issued by the Company pursuant to resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021. The persons eligible to take up the series G shares shall be the holders of the series K1, K2, L, Ł, M and N Subscription Warrants issued by the Company.
The right to take up the shares of the series G - may be exercised by the holders of:
a) series K1 subscription warrants - until 31 December 2025;
b) series K2 subscription warrants - until 31 December 2025;
in the event that the participation criteria specified in §2(a) of Resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021 are met; or until 31 December 2026; in the event that the participation criteria specified in §4, section 2(b) of Resolution No. 4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021 are met;
c) series L subscription warrants - until 31 December 2025;
d) series Ł subscription warrants - until 31 December 2025;
e) series M subscription warrants - until 31 December 2025; and
f) series N subscription warrants - until 31 December 2026."
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 resolutions of the Extraordinary General Meeting of 20 November 2023, No. 6/20.11.2023.
The Chairman of the General Meeting found as follows:
a) in the secret voting on the Resolution above, 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) shares were voted, which represented 64.38% (sixty-four and thirty-eight hundredth percent) of the share capital of the Company, i.e. 1,888,477 (one million eight hundred eighty-eight thousand four hundred seventy-seven) valid votes were cast,
b) 1,842,452 (one million eight hundred forty-two thousand four hundred fifty-two) votes for the Resolution as such were cast, there were no votes against the Resolution and 46,025 (forty-six thousand twenty-five) abstentions,
therefore the Resolution was adopted.
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