Pursuant to Art. 402 § 2 of the Code of Commercial Companies of Benefit System S.A. with its registered office in Warsaw (the "Company") hereby presents the provisions of the Company's Articles of Association in current wording and the content of the amendments proposed for adoption by the ordinary general meeting convened for June 29, 2022:
- § 4 of the Articles of Association of the Company
current wording:
- "1. The Company shall operate in the territory of the Republic of Poland and abroad.
- 2. The Company was established for unspecified time.
3. The Company may establish branches, representative offices and other facilities in Poland and abroad, be a shareholder or stockholder in other companies with participation of Polish or foreign capital, and also participate in any and all other business organizations home and abroad."
proposed amendments (adding Sec.4):
"1. The Company shall operate in the territory of the Republic of Poland and abroad.
2. The Company was established for unspecified time.
3. The Company may establish branches, representative offices and other facilities in Poland and abroad, be a shareholder or stockholder in other companies with participation of Polish or foreign capital, and also participate in any and all other business organizations home and abroad.
4.The purpose of the Company is the pursuit of long term economic success of the Company by conducting its business activities in a manner that has a significant positive impact on the society and the environment, taken as a whole."
- § 5 of the Articles of Association of the Company
current wording:
"1.The scope of the Company's business activity shall include:
- 46.51. Z Wholesale of computers, peripheral equipment and software;
- 46.52. Z Wholesale of electronic and telecommunications equipment and parts thereof;
- 46.66. Z Wholesale of other office machinery and equipment;
- 46.69. Z Wholesale of other machinery and equipment;
- 47.99. Z Other retail sale not in stores, stalls or markets;
- 62.03. Z Computer facilities management activities;
- 62.09 Z Other information technology and computer service activities;
- 63.11. Z Data processing, hosting and related activities;
- 63.12. Z Web portals;
- 63.99. Z Other information service activities not elsewhere classified;
- 64.20. Z Activities of holding companies;
- 64.99. Z Other financial service activities, except insurance and pension funding not elsewhere classified;
- 66.19. Z Other activities auxiliary to financial services, except insurance and pension funding;
- 70.10. Z Activities of head office and holding companies, excluding financial holding companies ;
- 70.21. Z Public relations and communication activities;
- 70.22. Z Business and other management consultancy activities;
- 73.11. Z Advertising agencies activities;
- 73.12. A Intermediation in the sale of time and place on advertising aims in the radio and television;
- 73.12. B Intermediation in the sale of the place on advertising aims in printed media;
- 73.12. C Intermediation in the sale of the place on advertising aims in the electronic media (Internet);
- 73.12. D Intermediation in the sale of the place on advertising aims in other media;
- 73.20. Z Market research and public opinion polling;
- 82.99. Z Other business support service activities not elsewhere classified;
- 85.59. B Other out-of-school forms of education, not elsewhere classified;
- 93.11. Z Operation of sports facilities;
- 93.12. Z Activities of sports clubs;
- 93.13. Z Operation of fitness facilities;
- 93.19. Z Other sports activities;
- 96.09. Z Other personal service activities not elsewhere classified;
- 79 Tour operator, tour agent, and tour middleman activities and other related reservation service activities;
- 58.11. Z Book publishing;
- 58.12. Z Publishing of directories and registers (e.g. street, phone directory);
- 58.13. Z Publishing of newspapers;
- 58.14. Z Publishing of journals and periodicals;
- 58.19. Z Other publishing activities;
- 68.20. Z Rental and operating of own or leased real estate;
- 74.90. Z Other professional, scientific and technical activities not elsewhere classified;
- 77.40. Z Leasing of intellectual property and similar products, except copyrighted works;
- 82.11. Z Office administrative service activities; and
- 82.30. Z Organization of conventions and trade shows."
proposed amendments (adding in Sec. 1 two new business activities):
"1.The scope of the Company's business activity shall include:
- 46.53. Z Wholesale of computers, peripheral equipment and software;
- 46.54. Z Wholesale of electronic and telecommunications equipment and parts thereof;
- 46.66. Z Wholesale of other office machinery and equipment;
- 46.69. Z Wholesale of other machinery and equipment;
- 47.100. Z Other retail sale not in stores, stalls or markets;
- 62.03. Z Computer facilities management activities;
- 62.09 Z Other information technology and computer service activities;
- 63.13. Z Data processing, hosting and related activities;
- 63.14. Z Web portals;
- 63.100. Z Other information service activities not elsewhere classified;
- 64.21. Z Activities of holding companies;
- 64.100. Z Other financial service activities, except insurance and pension funding not elsewhere classified;
- 66.20. Z Other activities auxiliary to financial services, except insurance and pension funding;
- 70.11. Z Activities of head office and holding companies, excluding financial holding companies ;
- 70.23. Z Public relations and communication activities;
- 70.24. Z Business and other management consultancy activities;
- 73.13. Z Advertising agencies activities;
- 73.14. A Intermediation in the sale of time and place on advertising aims in the radio and television;
- 73.13. B Intermediation in the sale of the place on advertising aims in printed media;
- 73.13. C Intermediation in the sale of the place on advertising aims in the electronic media (Internet);
- 73.13. D Intermediation in the sale of the place on advertising aims in other media;
- 73.21. Z Market research and public opinion polling;
- 82.100. Z Other business support service activities not elsewhere classified;
- 85.59. B Other out-of-school forms of education, not elsewhere classified;
- 93.14. Z Operation of sports facilities;
- 93.15. Z Activities of sports clubs;
- 93.16. Z Operation of fitness facilities;
- 93.20. Z Other sports activities;
- 96.09. Z Other personal service activities not elsewhere classified;
- 79 Tour operator, tour agent, and tour middleman activities and other related reservation service activities;
- 58.15. Z Book publishing;
- 58.16. Z Publishing of directories and registers (e.g. street, phone directory);
- 58.17. Z Publishing of newspapers;
- 58.18. Z Publishing of journals and periodicals;
- 58.20. Z Other publishing activities;
- 68.21. Z Rental and operating of own or leased real estate;
- 74.90. Z Other professional, scientific and technical activities not elsewhere classified;
- 77.40. Z Leasing of intellectual property and similar products, except copyrighted works;
- 82.12. Z Office administrative service activities; and
- 82.30. Z Organization of conventions and trade shows;
- 72.19.Z Research and development in other natural and engineering sciences;
- 71.20.B, Other technical analysis and research."
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- § 19 of the Articles of Association of the Company
current wording:
"1. Members of the Management Board may be engaged by the Company on the basis of employment contract or on the basis of a different civil law contract. Employment contracts or other contracts providing the basis for engagement of the members of Management Board, as well as other contracts between Management Board members and the Company shall be executed by a proxy to act on behalf of the Company who shall be appointed in a resolution of the General Meeting, or by the Supervisory Board who shall be represented to this end by its Chairperson authorised by the Supervisory Board to execute such civil law transactions.
2. In disputes with members of the Management Board ,the Company shall be represented by the Supervisory Board or by a proxy appointed to this end in a resolution of the General Meeting in conformity with Article 379 §1 of the Code of Commercial Companies. The Supervisory Board may authorise, in a resolution, its Chairperson or another member of the Supervisory Board, to carry out such civil law transactions.
3. A member of the Management Board may not, unless they obtain a consent from the Supervisory Board to this end, pursue an activity competitive to the activity of the Company, cooperate with other entities on any basis whatsoever, in particular on the basis of employment contract, mandate contract, contract to perform specific task or hold, take up, subscribe for, or acquire shares or stocks in the competitive or in any other entities, or serve on any bodies of such other entities."
proposed amendments (adding Sec. 4, Sec. 5, Sec. 6):
"1. Members of the Management Board may be engaged by the Company on the basis of employment contract or on the basis of a different civil law contract. Employment contracts or other contracts providing the basis for engagement of the members of Management Board, as well as other contracts between Management Board members and the Company shall be executed by a proxy to act on behalf of the Company who shall be appointed in a resolution of the General Meeting, or by the Supervisory Board who shall be represented to this end by its Chairperson authorised by the Supervisory Board to execute such civil law transactions.
2. In disputes with members of the Management Board ,the Company shall be represented by the Supervisory Board or by a proxy appointed to this end in a resolution of the General Meeting in conformity with Article 379 §1 of the Code of Commercial Companies. The Supervisory Board may authorise, in a resolution, its Chairperson or another member of the Supervisory Board, to carry out such civil law transactions.
3. A member of the Management Board may not, unless they obtain a consent from the Supervisory Board to this end, pursue an activity competitive to the activity of the Company, cooperate with other entities on any basis whatsoever, in particular on the basis of employment contract, mandate contract, contract to perform specific task or hold, take up, subscribe for, or acquire shares or stocks in the competitive or in any other entities, or serve on any bodies of such other entities.
4. The member of the management board of the Company performs his duties in a manner that includes the purpose of the company and takes into account, inter alia, the following matters: (a) the likely consequences of any decision of the management board for the Company and
its stockholders, also in the in the long term,
- (b) interests of the employees and contractors of the Company, including suppliers,
- (c) the need to foster the Company's business relations inter alia with suppliers and customers,
- (d) the impact of the Company's activities on the society and in particular local communities,
- (e) the impact of the Company's activities on the environment,
- (f) the impact of the Company's activities on the stakeholders other than those mentioned in this section,
- (g) building and maintaining by the Company the reputation of an entity that complies with high standards of business conduct;
together referred to as "Stakeholder Interests" and each a "Stakeholder Interest".
5. While performing the obligation specified in § Sec. 4, a member of the management board is not obliged to assign a greater or lesser weight to any of the Stakeholder Interests or their group in relation to the other Stakeholder Interests or their groups.
6. Striving by a member of the management board to achieve the Company's purpose and performance of the obligation specified in § Sec. 4 is acting in the interest of the Company."