| |
MESSAGE _ENGLISH VERSION_ |
|
| |
Convening - at the request of a shareholder - an Extraordinary General
Meeting of the CompanyI. Date and agenda of the
General Meeting
The Management Board of Benefit Systems Spółka Akcyjna, with its
registered office in Warsaw _address: Plac Europejski 2, 00-844 Warsaw_,
entered in the register of entrepreneurs of the National Court Register
maintained by the District Court for the Capital City of Warsaw in
Warsaw, 13th Commercial Division of the National Court Register, under
KRS number: 0000370919, NIP: 8361676510, share capital amounting to PLN
3,301,042.00, fully paid up _the "Company"_, acting in connection with
the request received on 6 February 2026 to convene an Extraordinary
General Meeting and to include specific items on the agenda of such
meeting, submitted by Allianz Polska Open Pension Fund with its
registered office in Warsaw, as a shareholder representing at least
one-twentieth of the Company's share capital, and acting pursuant to
Articles 398, 399 §1, 402ą and 402 of the Act of 15 September 2000 -
the Commercial Companies Code _the "CCC"_, hereby convenes an
Extraordinary General Meeting of the Company to be held on 10 March 2026
at 11:00 a.m. _the "Extraordinary General Meeting" or the "General
Meeting"_.
Notwithstanding the above, acting pursuant to Article 399 § 1 of the
CCC, the Management Board has resolved to include in the agenda an
additional item concerning amendments to the Company's Articles of
Association. The proposed amendments are purely technical and aligning
in nature and are not related to the matters covered by the
shareholder's request.
The Extraordinary General Meeting will be held at the Company's
registered office in Warsaw, in the office building at Plac Europejski
2, 11th floor, with the following agenda:
1. Opening of the Extraordinary General Meeting.
2. Election of the Chairperson of the Extraordinary General Meeting.
3. Confirmation of the proper convening of the Extraordinary General
Meeting and its ability to adopt resolutions.
4. Election of the Ballot Counting Committee.
5. Adoption of the agenda of the Extraordinary General Meeting.
6. Changes in the composition of the Supervisory Board.
7. Adoption of a resolution on the amendment of the Company's Articles
of Association.
8. Adoption of a resolution on covering the costs of convening and
holding the Extraordinary General Meeting.
9. Closing General Meeting.
II. Procedures concerning the participation in the General Meeting the
exercise of voting rights
Shareholder's right to request the inclusion of specific items on the
agenda
A shareholder or shareholders representing at least 1/20 of the share
capital may request that certain matters be placed on the agenda of the
General Meeting. The request should contain a justification or a draft
resolution concerning the proposed matter of the agenda and should be
delivered to the Company in writing or in electronic form at the e-mail
address wz@benefitsystems.pl, however not later than 21 days before the
scheduled date of the General Meeting, i.e. 17 February 2026.
Furthermore, with due regard to Principle 4.6 _second sentence_ of the
Best Practice for Warsaw Stock Exchange _"GPW"_ Listed Companies 2021,
the Management Board shall request the relevant shareholder_s_ referred
to above to submit a justification for the proposed resolution where
such justification has not been included in the original request.
Shareholders submitting such request to the Management Board should duly
document their entitlement to exercise this right, in particular by
demonstrating that they represent the required portion of the Company's
share capital. The Management Board is obliged to announce any changes
to the agenda introduced at the request of shareholders immediately, but
no later than 18 days before the scheduled date of the General Meeting.
Such announcement shall be made in the same manner as the convening of
the General Meeting
Shareholder's right to submit draft resolutions
A shareholder or shareholders representing at least 1/20 of the share
capital may submit to the Company draft resolutions concerning matters
placed on the agenda of the General Meeting or those that are to be
placed prior to the date of the General Meeting, in writing or by
electronic mail at the e-mail address wz@benefitsystems.pl. The
shareholders should document their authorization to exercise this right
by providing relevant documents in writing.
During the General Meeting, each of the shareholders may submit draft
resolutions concerning the matters placed on the agenda.
With due regard to Principles 4.6 _second sentence_ and 4.8 of the Best
Practice for GPW Listed Companies 2021, the Management Board shall
request shareholders to submit draft resolutions no later than 3 days
before the General Meeting, together with their justifications, in order
to enable shareholders participating in the General Meeting to vote on
resolutions with due understanding.
Verification of identity and entitlement of shareholders
Shareholders requesting the inclusion of specific items on the agenda or
submitting draft resolutions should attach documents confirming their
entitlement, in particular a deposit certificate issued by the entity
maintaining the securities account, or a certificate of the right to
participate in the General Meeting referred to in Article 406 §1 of the
CCC.
In the case of a shareholder other than a natural person, documents
confirming authorization to represent the shareholder _e.g. an excerpt
from the relevant register_ must also be provided. These requirements
apply both to written and electronic submissions. Documents should be
submitted in a form appropriate to the method of submission _originals,
copies or PDF scans_.
The Company may take necessary actions to identify shareholders and
verify their entitlement.
Exercise of voting rights by proxy
The shareholders are authorized to participate in the General Meeting in
person or through a proxy.
The power of attorney to participate in the General Meeting of the
Company and to exercise the right of vote should be granted in writing
or in electronic form and delivered at the e-mail address
wz@benefitsystems.pl _at the latest by 8.00 on the day of the General
Meeting_. The power of attorney granted in electronic form does not
require a secure electronic signature verified using a valid qualified
certificate. From the publication date of the announcement on the
Internet website of the Company under the address www.benefitsystems.pl,
folder For Investors/Corporate Governance/General Meeting, forms with
the master power of attorney and forms for voting through a proxy will
be made available for downloading in electronic form. The Company does
not require the use of these templates. In the event that voting
instructions are granted to a proxy, the Company shall not verify
whether the proxy exercises the voting rights in accordance with the
instructions received from the principal.
The power of attorney, granted by a shareholder being a physical person,
should contain the data which allow to identify the shareholder,
including: name and surname, address of the place of residence, PESEL
number, data of the identity card of the shareholder: document number,
date of issuance, and issuing body.
The power of attorney, granted by a shareholder not being a physical
person, should contain the data which allow to identify the shareholder,
including also a copy of an extract from the relevant register or
another document confirming the authorization of the natural person_s_
to represent the shareholder.
The notification of the granting of a power of attorney should also
specify its scope, including in particular the number of shares from
which the voting rights will be exercised, as well as the date and
identification of the General Meeting at which such rights will be
exercised.
The Company also undertakes other appropriate actions to identify the
shareholder and proxy to verify the validity of the power of attorney
granted in electronic form, whereby the actions should be proportionate.
Such verification may, in particular, consist of requesting the
submission of additional documents or addressing follow-up inquiries in
electronic or telephone form, or by other means of remote communication,
to the shareholder or the proxy in order to confirm the granting of the
power of attorney and the scope thereof. The Company reserves the right
to treat a failure to respond to questions posed in the course of the
verification process as an inability to verify the granting of the power
of attorney, which may constitute grounds for refusing to admit the
proxy to participate in the General Meeting.
For the purpose of identifying the proxy, the Management Board of the
Company reserves the right to request that the proxy, upon signing the
attendance list, present:
1_ in the case of a proxy who is a natural person - the original
identity document of the proxy; or
2_ in the case of a proxy who is not a natural person - the original or
a copy _certified as a true copy of the original_ of an extract from the
relevant register or another document confirming the authorization of
the natural person_s_ to represent the proxy at the General Meeting
_e.g. an uninterrupted chain of powers of attorney_, as well as the
identity document of such natural person_s_ authorized to represent the
proxy.
If the proxy at the General Meeting is a Member of the Management Board,
a Member of the Supervisory Board, a liquidator, an employee of the
Company, or a member of a governing body or an employee of a subsidiary
of the Company, the power of attorney may authorize representation at
only one General Meeting. Such proxy is obliged to disclose to the
shareholder any circumstances indicating the existence or potential
occurrence of a conflict of interest. The granting of a further power of
attorney is excluded. Such proxy shall vote in accordance with the
instructions given by the shareholder.
The shareholders will be registered half an hour before the start of the
General Meeting.
Electronic participation and voting
Participation in the General Meeting and speaking during the meeting
will not be possible using electronic means of communication.
The Company does not provide for voting by correspondence or
electronically.
Shareholder's right to ask questions
Shareholders participating in the General Meeting have the right to ask
questions concerning matters included on the agenda, in accordance with
Article 428 of the CCC.
III. The registration date to participate in the General Meeting falls
on 22 February 2026.
The General Meeting may be attended only by those persons who are
shareholders as of the registration date, i.e. 16 days before the date
of the General Meeting.
In order to participate in the General Meeting, an appropriate
registration must be made through the entity maintaining the securities
account. Namely, at the request of the holder entitled to be
dematerialized bearer shares of the Company, submitted not earlier than
after the announcement of convening the General Meeting and no later
than the first weekday after the date of registration of participation
in the General Meeting _i.e. on 23 February, 2026_, the entity
maintaining the account securities issues a certificate of the right to
participate in the General Meeting. At the request of the person
authorized in the content of the certificate, a part or all of the
Company's shares registered on his securities account should be
indicated.
The Company shall prepare the list of shareholders entitled to
participate in the General Meeting on the basis of a list provided by
the National Depository for Securities _Krajowy Depozyt Papierów
Wartościowych_, drawn up on the basis of registered certificates of the
right to participate in the General Meeting issued by entities
maintaining securities accounts.
The person authorized to participate in the General Meeting may access
the full text of the documents that are to be submitted to the General
Meeting, including draft resolutions, in the office of the Management
Board of the Company in Warszawa, Plac Europejski 2 from 9 a.m to 5
p.m., where the list of the shareholders authorized to participate in
the General Meeting will be made available as well _for three weekdays
before the General Meeting_. The shareholder may request that a list of
shareholders entitled to participate in the General Meeting be sent to
him free of charge via e-mail, giving the address to which the list
should be sent. The request should be submitted to the following
address: wz@benefitsystems.pl in PDF format. The request should be
accompanied by copies of documents confirming the applicant's status as
a shareholder of the Company or the authorization to act on the
shareholder's behalf.
IV. Availability of documentation and website address
Any information on the General Meeting will be published on the Internet
website of the Company under the following address:
www.benefitsystems.pl/en/for-investors/corporate-governance/general-meetings-of-shareholders/
The Management Board presents, as attachments, draft resolutions
submitted by the shareholder, a draft resolution on the amendment of the
Articles of Association, and the request to convene the General Meeting
together with its justification.
With respect to the resolution referred to in item 6 of the proposed
agenda concerning changes in the composition of the Company's
Supervisory Board, nominations of candidates should be submitted in
accordance with § 20_2_ of the Company's Articles of Association.
V. Live broadcast
The General Meeting will be broadcast live. The broadcast will start at
11:00 a.m. and will be available at:
www.benefitsystems.pl/en/for-investors/corporate-governance/general-meetings-of-shareholders/
|
|
|
RB-W: Zwołanie - na wniosek akcjonariusza - Nadzwyczajnego Walnego Zgromadzenia Spółki
