Declaration of Voting Results & Voting Rights Announcements • May 12, 2025
Declaration of Voting Results & Voting Rights Announcements
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Report Content Notifications of changes to the shareholding
The Management Board of Benefit Systems S.A. with its seat in Warsaw(the "Company") announces that on 9 May 2025 it received from BenefitInvest 1 Company with its seat in Halifax, Nova Scotia, Canada (the"Notifier"), acting on its own behalf, Benefit Invest Limited with itsseat in Dublin, Ireland ("Benefit Invest Limited"), and Fundacja Drzewoi Jutro with its seat in Warsaw ("Fundacja"), hereinafter jointlyreferred to as the "Shareholders' Agreement", a notification pursuant toArticle 69 sec. 1 or 2 in connection with Article 87 sec. 1 point 5 ofthe Act on Public Offering, the Conditions Governing the Introduction ofFinancial Instruments to Organised Trading, and on Public Companies of29 July 2005 (the "Act"), regarding a change in the total number ofvotes in the Company held by the Shareholders' Agreement in comparisonto the number indicated in the last notification submitted under theAct, i.e. the notification of 17 May 2024.
The reduction in the total number of votes held by the Shareholders'Agreement resulted from the registration in the National Court Registermaintained for the Company by the District Court for the Capital City ofWarsaw, of amendments to the Articles of Association of the Company,including an increase of the Company's share capital from PLN2,995,742.00 to PLN 3,275,742.00 through the issuance of 280,000 seriesH ordinary bearer shares with a nominal value of PLN 1.00 each (the "NewIssue"), based on resolution no. 4/08.04.2025 of the ExtraordinaryGeneral Meeting of the Company dated 8 April 2025 (the "Registration ofthe Share Capital Increase"), about which the Company informed incurrent report no. 32/2025 dated 6 May 2025. Members of theShareholders' Agreement, including the Notifier, did not participate inthe subscription of the shares under the New Issue.
Prior to the Registration of the Share Capital Increase, theShareholders' Agreement held 662,188 shares in the Company, representing22.10% of the Company's share capital, entitling them to 662,188 votesat the Company's general meeting, representing 22.10% of the totalnumber of votes in the Company.
Following the Registration of the Share Capital Increase, theShareholders' Agreement holds 662,188 shares in the Company,representing 20.21% of the Company's share capital, entitling them to662,188 votes at the Company's general meeting, representing 20.21% ofthe total number of votes in the Company.
Directly prior to the Registration of the Share Capital Increase:
- The Notifier held 453,691 shares in the Company, jointly representingapprox. 15.14% of the Company's share capital and entitling it to453,691 votes at the Company's general meeting, representing approx.15.14% of the total number of votes in the Company
- Benefit Invest Limited held no shares in the Company;
- Fundacja held 208,497 shares in the Company, jointly representingapprox. 6.96% of the Company's share capital and entitling it to 208,497votes at the Company's general meeting, representing approx. 6.96% ofthe total number of votes in the Company
Directly following the Registration of the Share Capital Increase:
- The Notifier holds 453,691 shares in the Company, jointly representingapprox. 13.85% of the Company's share capital and entitling it to453,691 votes at the Company's general meeting, representing approx.13.85% of the total number of votes in the Company;
- Benefit Invest Limited holds no shares in the Company;
- Fundacja holds 208,497 shares in the Company, jointly representingapprox. 6.36% of the Company's share capital and entitling it to 208,497votes at the Company's general meeting, representing approx. 6.36% ofthe total number of votes in the Company.
Additionally, the Management Board of the Company announces that on 9May 2025 it received a notification from the Notifier, acting as a partyto the Shareholders' Agreement on its own behalf, as well as on behalfof Benefit Invest Limited and Fundacja, pursuant to Article 69 sec. 1 or2 in connection with Article 87 sec. 1 point 5 of the Act, regarding thefact that Benefit Invest Limited is no longer a party to theShareholders' Agreement. As Benefit Invest Limited does not hold anyshares in the Company, the total number of votes in the Company's sharecapital, as well as the total number of votes in the Company held by theremaining members of the Shareholders' Agreement, has not changed.
The aforementioned notifications are attached to this report.
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