RB 67/2018: Adoption of a consolidated wording of the Articles of Association of the Company


RB:67/2018   
Date: 23 July 2018
Subject: Adoption of a consolidated wording of the Articles of Association of the Company

Legal basis: Article 56 Sec. 1 Item 2 of the Act on Public Offering – Current and Periodic Information

This report shall not be disseminated, published or distributed, whether directly or indirectly, in the territory of or into the United States of America, Australia, Canada, Japan, or any other jurisdiction where the foregoing subject to restrictions or prohibited by law.
In supplementation of current report No. 43/2018 of 28 May 2018, the Management Board of Benefit Systems S.A. (hereinafter, the “Company” or the “Issuer”) hereby announces that on 23 July 2018, acting on the basis of the authorization granted in resolution of the Extraordinary Shareholders Meeting of the Company No. 4/20.04.2018 of 20 April 2018 concerning Increase of the Share Capital of the Company by way of Issuance of Ordinary Series F Bearer Shares, Withholding of the Pre-Emption Rights of the Existing Shareholders with Respect to All the Series F Shares, Amendment of the Articles of Association of the Company and the Seeking of Approval for Admission to and Introduction of the Series F Shares and the Rights of Subscription of the Series F Shares into Trading on the Regulated Market Operated by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange), as well as Dematerialization of the Series F Shares and Rights of Subscription of the Series F Shares, the Supervisory Board of the Company adopted resolution on adoption of a consolidated wording of the Articles of Association of the Company taking into account the amendments thereto as announced by the Company in current report No. 43/2018 of 28 May 2018.
The consolidated wording of the Articles of Association is appended hereto.

Disclaimer:

This current report was prepared in compliance with the requirements set forth in Regulation of the Minister of Finance of 29 March 2018 concerning the Current and Periodic Reporting by Issuers of Securities and the Conditions under which the Legally Required Information Originating in a Non-Member State Can be Deemed Equivalent Thereof.
The character of this current report is solely informative. The purpose of its publication by the Company is only to provide information about adoption of a consolidated wording of the Articles of Association of the Company by the Supervisory Board of the Company. This current report shall not, in any manner whatsoever, whether directly or indirectly, either serve the purpose of promoting subscription of the new issue shares or sale of the Issuer’s own shares or constitute a promotional material prepared or published by the Company with a view to promoting the new issue shares or their subscription or sale of the Issuer’s own shares or to encouraging, whether directly or indirectly, purchase or taking up the shares. So far the Company has published no material aimed at promoting the new issue shares or their subscription or sale of the Issuer’s own shares.
Neither this material nor any part hereof is intended for dissemination, whether directly or indirectly, in the territory of or into the United States of America, or any other country where public dissemination of the information contained herein may be subject to restrictions or be prohibited by law. The securities referred to herein have not and shall not be registered pursuant to the U.S. 1933 Securities Act, as amended, and may not be either offered or transferred in the territory of the United States of America save for transactions that are not subject to the registration obligation as provided in the U.S. Securities Act or on the basis of an exemption from the registration obligation.
This current report neither is nor should be treated, under any circumstances whatsoever, as a prospectus, information memorandum, advertisement or public offering of the securities described herein in Canada, its provinces and territories. This current report, the information contained herein and the substantive content concerning securities were not verified or approved in any manner whatsoever by the Canadian Securities Commission or a similar Canadian regulator. Any and all statements to the contrary shall constitute a violation of law. This current report should not be treated in any circumstances whatsoever as an offer of sale of securities or an invitation to bid securities in any Canadian jurisdiction. An offer or sale of securities as described herein shall be carried out in compliance with the applicable regulations of the laws of Canada on the basis of a respective exemption from the obligation to submit prospectus to the Canadian securities trading regulator, by a dealer registered in compliance with the applicable provisions of securities law or, alternatively, on the basis of exemption from the obligation to register the dealer in the province or in the territory of Canada where the offer or the sale will be carried out.
Legal basis: § 5 Item 1, and § 6 of the Regulation of the Minister of Finance of 29 March 2018 concerning the current and periodic reporting by issuers of securities and the conditions under which the legally required information originating in a non-member state can be deemed equivalent thereof.
 

Date

First name and last name

Position / Function

23 July 2018

Izabela Walczewska-Schneyder

Management Board Member

23 July 2018

Adam Radzki

Management Board Member