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Benefit Systems S.A.

AGM Information Jun 27, 2025

5529_rns_2025-06-27_6ea83c8f-cac4-47b5-bb0f-6705eebaec11.pdf

AGM Information

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Resolution No ______

of the Extraordinary General Meeting of Shareholders

of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna

with its registered seat in Warsaw ("Company")

of 21 July 2025

on amendment to the Articles of Association of the Company

§1

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 5 (five) to 7 (seven) members who shall be appointed and recalled by the General Meeting."

§2

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.

Statement of grounds:

The proposed amendment to § 20 Section 1 increases flexibility in shaping the composition of the Supervisory Board and reduces the risk of not having the required number of Supervisory Board members.

Resolution No ______

of the Extraordinary General Meeting of Shareholders

of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna

with its registered seat in Warsaw ("Company")

of 21 July 2025

on amendment to the Articles of Association of the Company

§1

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."

§2

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.

Statement of grounds:

The proposed amendment to § 20 Section 3 makes the aspect of the length of the term of office of the members of the Supervisory Board and the loss of independence of the members of the Supervisory Board contained in the Commission Recommendation of 15 February 2005 regarding the role of nonexecutive or supervisory directors of listed companies and committees of the (supervisory) board (OJ EU L of 25 February 2005) and the Act on Statutory Auditors, Audit Firms and Public Supervision of 11 May 2017 (OJ 2017, item 1089) more consistent.

Resolution No ______

of the Extraordinary General Meeting of Shareholders

of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna

with its registered seat in Warsaw ("Company")

of 21 July 2025

on granting the Supervisory Board the authorization to adopt a consolidated text

of the Articles of Association

§1

The Extraordinary General Meeting of Shareholders 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. …/….07/2025 and No. …/….07/2025 of the Extraordinary General Meeting of Shareholders 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.

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