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Benefit Systems S.A.

Registration Form May 19, 2021

5529_rns_2021-05-19_3efd616f-426f-4b51-845f-b1dd4b8d66a1.html

Registration Form

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Decision on amendments to the company's articles of association

The Management Board of Benefit Systems S.A. with its registered seat inWarsaw (the "Company") hereby announces that the Company received courtdecision dated 7 May 2021 issued by the District Court for the CapitalCity of Warsaw, in Warsaw (the "District Court") regarding theregistration of the amendment into the Articles of Association of theCompany (the "Registration") on basis of the Resolution No. 5/03.02.2021of the Extraordinary General Meeting of the Company adopted on 3February 2021. The Management Board of the Company informed about theadoption of the above mentioned resolution in current report No. 3/2021of 3 February 2021.

Following the Registration, § 6 Section 3-5 of the Articles ofAssociation of the Company now reads as follows:

"3. The contingent share capital of the Company shall amount to PLN189,555.00 (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 Eordinary bearer shares with a nominal value of PLN 1.00 (one zloty) each;

2) 125,000 (one hundred twenty five thousands) series G ordinary bearershares with a nominal value of PLN 1.00 (one zloty) each;

4. The purpose of the contingent share capital increase is:

1) to vest the right to take up the series E shares in the holders ofthe Subscription Warrants issued by the Company on the basis ofResolution No. 21/15.06.2016 of the Ordinary General Meeting of 15 June2016. The persons eligible to take up the series E shares shall be theholders of the Subscription Warrants of series G, H, I and J issued bythe Company.

2) to vest the right to take up the series G shares in the holders ofthe Subscription Warrants issued by the Company pursuant to resolutionNo. 4/03.02.2021 of the Extraordinary General Meeting of 3 February2021. The persons eligible to take up the series G shares shall be theholders of the series K1, K2, L, Ł, M and N Subscription Warrants issuedby the Company.

5. The right to take up the shares of:

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 theevent that the participation criteria specified in §2(a) of ResolutionNo. 4/03.02.2021 of the Extraordinary General Meeting of February 3,2021 are met; or until 31 December 2026; in the event that theparticipation criteria specified in §4, section 2(b) of Resolution No.4/03.02.2021 of the Extraordinary General Meeting of February 3, 2021are 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;

f) series N subscription warrants - until 31 December 2026."

A consolidated text of the Articles of Association of the Companyincorporating the above amendments is attached as appendix hereto.

Subsequently, the Company herby announces, that the District Courtissued a decision dismissing the registration of amendments into theArticles of Association of the Company on basis of the Resolution No.22/10.06.2020 and 23/10.06.2020 of the Extraordinary General Meeting ofthe Company adopted on 10 June 2020. The Management Board of the Companyinformed about the adoption of the above mentioned resolution in currentreport No. 18/2020 of 10 June 2020. The Management Board of the Companyintends to issue a proposal of amendments into the Articles ofAssociation to be adopted on the earliest Ordinary General Meetingaccordingly.

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