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Benefit Systems S.A.

Pre-Annual General Meeting Information May 29, 2024

5529_rns_2024-05-29_b801272b-8d44-4710-9fa0-ca8724340bdf.html

Pre-Annual General Meeting Information

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Report Content Announcement on convening the Ordinary General Meeting of Shareholdersof Benefit Systems S.A. on 28 June 2024, at 11:00 a.m and draftresolutions.

I. Date and agenda of the General Meeting

In accordance with Art. 395 and Art. 4021 § 1 of the CommercialCompanies Code, the Management Board of Benefit Systems S.A. with itsregistered office in Warszawa (hereinafter referred to as the _quot;Company_quot;)convenes the Ordinary General Meeting of the Company Benefit SystemsS.A. to take place on 28 June 2024, at 11:00 a.m. (hereinafter referredto as the _quot;General Meeting_quot;). The General Meeting will take place in theregistered office of the Company in Warszawa, Plac Europejski 2, floorXI, and will have the following agenda:

1. 1. Opening the General Meeting.

2. Electing the Chairperson of the General Meeting.

3. Confirming that the General Meeting was duly convened and is capableof adopting valid resolutions.

4. Electing the Counting Committee.

5. Approving the agenda of the General Meeting.

6. Presentation of the Supervisory Board:

a) a concise assessment of the Company's financial position, includingthe internal control system and the management system of significantrisks,

b) the Report of the Supervisory Board for 2023 and the assessment ofthe activities of the Supervisory Board during 2023.

c) Reports of the Supervisory Board on the evaluation of: (i) theCompany's separate financial statements for 2023; (ii) the BenefitSystems Group's consolidated financial statements for 2023; (iii) theconsolidated directors report on the activities of the Benefit SystemsGroup for 2023.

7. Reviewing and approving the financial statements of the CompanyBenefit Systems S.A. for 2023.

8. Reviewing and approving the consolidated financial statements of theCapital Group Benefit Systems for 2023.

9. Reviewing and approving the Directors' Report of the Management Boardon the Activities of the Capital Group Benefit Systems for 2023.

10. Reviewing and approving the report on the activities of theSupervisory Board for 2023.

11. Adopting the resolution on the distribution of net income for 2023.

12. Adopting the resolution on granting a vote of acceptance to theMembers of the Company's Management Board.

13. Adopting the resolution on granting a vote of acceptance to theMembers of the Company's Supervisory Board.

14. Adopting the resolution on expressing an opinion on the 2023Remuneration Report.

15. Presentation of the material contents of the plan of merger withActive Sport i Rekreacja sp. z o.o. to the shareholders of the Companyalong with all the material changes within the assets and liabilities ofthe Company which occurred from the date of preparation of the mergerplan to 28 June 2024.

16. Adoption of resolution concerning a plan of merger of the Companywith Active Sport i Rekreacja sp. z o.o. along with the granting ofconsent for the plan of merger of the companies.

17. Closing the General Meeting.

II. Procedures concerning the participation in the General Meeting

A shareholder or shareholders representing at least 1/20 of the sharecapital may request that certain matters be placed on the agenda of theGeneral Meeting. The request should contain a justification or a draftresolution concerning the proposed matter of the agenda and should bedelivered to the Company in writing or in electronic form at the e-mailaddress [email protected], however not later than June 7th, 2024,while the shareholders should document their authorization to exercisethis right by providing relevant documents in writing.

A shareholder or shareholders representing at least 1/20 of the sharecapital may submit to the Company draft resolutions concerning mattersplaced on the agenda of the General Meeting or those that are to beplaced prior to the date of the General Meeting, in writing or byelectronic mail at the e-mail address [email protected]. Theshareholders should document their authorization to exercise this rightby providing relevant documents in writing.

During the General Meeting, each of the shareholders may submit draftresolutions concerning the matters placed on the agenda.

The shareholders are authorized to participate in the General Meeting inperson or through a proxy.

The power of attorney to participate in the General Meeting of theCompany and to exercise the right of vote should be granted in writingor in electronic form and delivered at the e-mail [email protected] (at the latest by 8.00 on the day of the GeneralMeeting). The power of attorney granted in electronic form does notrequire a secure electronic signature verified using a valid qualifiedcertificate. From the publication date of the announcement on theInternet website of the Company under the address www.benefitsystems.pl,folder For Investors/Corporate Governance/General Meeting, forms withthe master power of attorney and forms for voting through a proxy willbe made available for downloading in electronic form. The power ofattorney in electronic form, granted by a shareholder being a physicalperson, should contain the data which allow to identify the shareholder,including: name and surname, address of the place of residence, PESELnumber, data of the identity card of the shareholder: document number,date of issuance, and issuing body.

The power of attorney in electronic form, granted by a shareholder notbeing a physical person, should contain the data listed in the firstsentence with regard to the persons granting the power of attorney inthe name of the shareholder.

The notice about the shareholder's granting a power of attorney inelectronic form should be accompanied by a scanned identity document ordocuments of the shareholder or its representatives, if the shareholderis not a physical person.

The Company also undertakes other appropriate actions to identify theshareholder and proxy to verify the validity of the power of attorneygranted in electronic form, whereby the actions should be proportionate.

The representatives of the legal persons should hold an original or acopy of the extract from the relevant register certified by a publicnotary, if their right of representation does not result from anyregister, they should hold a power of attorney in writing and anoriginal power of attorney valid as of the date it is granted or a copyof the extract from the relevant register certified by a public notary.The shareholders and proxies should hold their identity cards.

The Rules and Regulations of the General Meeting of the Company does notprovide for a possibility to attend the General Meeting, speak and votewith the use of the means of electronic communication or to vote by post.

The shareholders will be registered half an hour before the start of theGeneral Meeting.

The General Meeting will be broadcast live. The broadcast will start at11.00 and the link to the broadcast will be available athttps://www.benefitsystems.pl/en/for-investors/corporate-governance/general-meeting-of-shareholders/

III. The registration date to participate in the General Meeting fallson June 12th, 2024.

The General Meeting may be attended only by those persons who areshareholders as of the registration date, i.e. 16 days before the dateof the General Meeting.

In order to participate in the General Meeting, an appropriateregistration must be made through the entity maintaining the securitiesaccount. Namely, at the request of the holder entitled to bedematerialized bearer shares of the Company, submitted not earlier thanafter the announcement of convening the General Meeting and no laterthan the first weekday after the date of registration of participationin the General Meeting (i.e. on June 13th, 2024), the entity maintainingthe account securities issues a certificate of the right to participatein the General Meeting. At the request of the person authorized in thecontent of the certificate, a part or all of the Company's sharesregistered on his securities account should be indicated.

The person authorized to participate in the General Meeting may accessthe full text of the documents that are to be submitted to the GeneralMeeting, including draft resolutions, in the office of the ManagementBoard of the Company in Warszawa, Plac Europejski 2, where the list ofthe shareholders authorized to participate in the General Meeting willbe made available as well (for three weekdays before the GeneralMeeting). The shareholder may request that a list of shareholdersentitled to participate in the General Meeting be sent to him free ofcharge via e-mail, giving the address to which the list should be sent.

Any information on the General Meeting will be published on the Internetwebsite of the Company under the following address:www.benefitsystems.pl/en/for-investors/corporate-governance/general-meetings-of-shareholders/

IV. Draft resolutions

The Management Board presents draft resolutions with their justificationfor the General Meeting and Management Board opinion as annexed to thisReport.

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