Current Report No. 14/2016
Date: 2016-05-18
Subject: Announcement of an Ordinary General Meeting of Shareholders for Benefit Systems S.A. for 15th June, 2016, at 10.00, and draft resolutions
Legal basis: Article 56, section 1, point 2 - current and periodic information
Announcement of an Ordinary General Meeting of Shareholders for Benefit Systems S.A.
I. Date and agenda for the General Meeting
The Management Board of Benefit Systems S.A. with its registered office in Warsaw ( "the Company"), pursuant to article 402¹ § 1 of the Code for Commercial Companies, convenes an Ordinary General Meeting of Shareholders for the Company for 15th June, 2016, at 10:00 ( "the General Meeting"). The Ordinary General Meeting shall be held at the registered office of the Company in Warsaw at Plac Europejski 2, 11th floor, with the following agenda:
1. Opening of the General Meeting.
2. Appointment of the Chairman of the General Meeting.
3. Confirmation that the General Meeting has been convened correctly and is capable of adopting resolutions.
4. Appointment of the Returning Committee.
5. Adoption of the agenda.
6. A presentation by the Supervisory Board of the following:
a) a concise evaluation of the Company, including an evaluation of the internal control system and risk management system applicable to the Company;
b) a report on the activities of the Supervisory Board for the year 2015 and evaluation of the work of the Supervisory Board in 2015;
7. Consideration and approval of the Supervisory Board's report on the audit of the financial statements and the Management Board's report for 2015.
8. Consideration and approval of the financial statements of Benefit Systems S.A. for 2015.
9. Consideration and approval of the Management Board's report for 2015.
10. Consideration and approval of the Supervisory Board's report on the audit of the consolidated financial statements and report on the activities of Benefit Systems S.A. Group for 2015.
11. Consideration and approval of the report on the activities of Benefit Systems Group in 2015.
12. Consideration and approval of the consolidated financial statements of the Benefit Systems Group for 2015.
13. Adoption of a resolution on the distribution of profit for 2015.
14. Adoption of resolutions on the discharge of Management Board members.
15. Adoption of resolutions on the discharge of members of the Company's Supervisory Board.
16. Adoption of a resolution on the establishment at the Company of an Incentive Programme for the years 2017-2020.
17. Adoption of a resolution to amend the Company's statute and the issuance of subscription warrants of series G, H, I and J with priority to acquire series E shares and a conditional increase of share capital through the issue of series E shares, depriving the existing shareholders' of their pre-emptive rights.
18. Adoption of a resolution regarding the buy-back of shares in Benefit Systems S.A.
19. Other motions.
20. Closing the meeting.
II. A description of the procedures for participation in the General Meeting.
A shareholder or shareholders representing at least 1/20 of the share capital may request the inclusion of specific issues on the agenda of this meeting. The request should include a justification or a draft resolution concerning the proposed item for the agenda and should be sent to the Company in writing or in electronic form to the email address wz@benefitsystems.pl no later than 25th May, 2016, and the shareholders must document their entitlement to exercise this right by presenting the relevant documents in writing.
A shareholder or shareholders representing at least 1/20 of the share capital may, before the date of the General Meeting, submit to the Company in writing, or electronically to the email address wz@benefitsystems.pl, draft resolutions concerning matters placed on the agenda of the General Meeting or matters, which are to be placed on the agenda. Shareholders should document their right to exercise this right by presenting the relevant documents in writing.
Each shareholder may, during the General Meeting, propose draft resolutions on issues included in the agenda.
Shareholders can participate in the General Meeting in person or by proxy.
The power of attorney to participate in a General Meeting of the Company and exercise voting rights should be granted in writing or in electronic form and sent to the email address wz@benefitsystems.pl. Powers of attorney granted in electronic form do not require a secure electronic signature verified by a qualified certificate. Since the date of publication of this announcement on the Company's website at www.benefitsystems.pl in the "About Us / Company / General Meeting" tab, forms have been made available for download containing a power of attorney in electronic form and forms for voting by proxy. A power of attorney granted in electronic form by a shareholder who is a natural person should contain data enabling identification of the shareholder, including: the forename and surname, residential address, PESEL (personal identification number), and the identity document data of the shareholder: the document number, its date of issue, and the body, which issued the document.
A power of attorney granted in electronic form by a shareholder who is not a natural person should contain the data specified in the above sentence with respect to persons granting this power of attorney on behalf of the shareholder.
A scan of the identity document or documents for the shareholder or persons representing him/her - in the case of a shareholder not being a natural person - should be enclosed with the notification of a power of attorney being granted in electronic form by a shareholder.
The Company shall also take other appropriate action to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted in electronic form, wherein these steps should be proportionate to the objective.
The representatives of legal persons should have the original or a copy certified by a notary of the extract from the relevant register, and if their right to represent does not arise from the register, they should have a written power of attorney and an original or certified copy of the extract from the relevant register which is valid on the date of issuing the power of attorney. Shareholders and proxies should have their identity cards with them.
The Regulations of the General Meeting of the Company do not provide for participation in a meeting, speaking and voting by means of electronic communications and postal voting.
Shareholder registration will take place half an hour before the start of the General Assembly.
III. The registration date for participation in the Ordinary General Meeting is 30th May, 2016
The right to participate in the General Meeting is held only by persons who are shareholders on the registration date for participation in the General Meeting, i.e. 16 days prior to the date of the General Meeting.
A person entitled to attend an Ordinary General Meeting may obtain the full text of documentation to be presented to the General Meeting and draft resolutions at the office of the Company's Management Board in Warsaw at Plac Europejski 2, where a list of shareholders entitled to participate in the General Meeting will also be available. All information concerning the General Meeting will be available on the Company's website at http://www.benefitsystems.pl/relacje-inwestorskie/spolka/walne-zgromadzenie.
IV. Proposed amendments to the Company's Statute
According to point 18 of the agenda for the General Meeting, a change is proposed to § 6, paragraphs 3 to 5.
The content of § 6, paragraphs 3 to 5 before the proposed change is as follows:
"3. The conditional share capital of the Company amounts to no more than 285,000.00 (two hundred and eighty-five thousand) PLN and is divided into:
1) no more than 165,000 (one hundred and sixty-five thousand) ordinary bearer shares series C with a nominal value of 1.00 PLN (one zloty) each;
2) no more than 120,000 (one hundred and twenty thousand) ordinary bearer shares series D with a nominal value of 1.00 PLN (one zloty) each;
4. The purpose of the conditional share capital increase is:
1) to grant the right to acquire series C shares to holders of subscription warrants issued by the Company pursuant to resolution No. 6/2010 of the Extraordinary General Meeting of 24th November, 2010. The holders of subscription warrants series A, B and C issued by the Company are entitled to acquire series C shares.
2) to grant the right to acquire series D shares to holders of subscription warrants issued by the Company pursuant to resolution No. 19/31.05.2012 of the Ordinary General Meeting of 31st May, 2010. The holders of subscription warrants series D, E and F issued by the Company are entitled to acquire series D shares.
5. The right to acquire shares:
1) in series C can be exercised until 30th September, 2014,
2) in series D can be exercised until 30th September, 2017."
The content of § 6, paragraphs 3 to 5 after the proposed change is as follows:
"3. The conditional share capital of the Company amounts to no more than 385,000.00 (three hundred and eighty-five thousand) PLN and is divided into:
1) no more than 165,000 (one hundred and sixty-five thousand) ordinary bearer shares series C with a nominal value of 1.00 PLN (one zloty) each;
2) no more than 120,000 (one hundred and twenty thousand) ordinary bearer shares series D with a nominal value of 1.00 PLN (one zloty) each;
3) no more than 100,000 (one hundred thousand) ordinary bearer shares series E with a nominal value of 1.00 PLN (one zloty) each.
4. The purpose of the conditional share capital increase is:
1) to grant the right to acquire series C shares to holders of subscription warrants issued by the Company pursuant to resolution No. 6/2010 of the Extraordinary General Meeting of 24th November, 2010. The holders of subscription warrants series A, B and C issued by the Company are entitled to acquire series C shares;
2) to grant the right to acquire series D shares to holders of subscription warrants issued by the Company pursuant to resolution No. 19/31.05.2010 of the Ordinary General Meeting of 31st May, 2012. The holders of subscription warrants series D, E and F issued by the Company are entitled to acquire series D shares.
3) to grant the right to acquire series E shares to holders of subscription warrants issued by the Company pursuant to resolution No. ___ of the Ordinary General Meeting of ___, 2016. The holders of subscription warrants series G, H, I and J issued by the Company are entitled to acquire series E shares.
5. The right to acquire shares:
1) in series C can be exercised until 30th September, 2014,
2) in series D can be exercised until 30th September, 2017,
3) in series E can be exercised until 30th September, 2021."
The Management Board encloses draft resolutions together with the justification for the Ordinary General Meeting of the Company on 15th June, 2016.
Date Forename and surname Position/Function
18-05-2016 Izabela Walczewska-Schneyder Member of the Management Board
18-05-2016 Adam Kędzierski Member of the Management Board