Benefit Systems S.A.: Ogłoszenie Oferty Zakupu Akcji (2019-09-11)

Announcement of the offer of purchase of shares by Benefit Systems S.A.

The Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter, the ‘Company’) has announced an offer of purchase of shares in the Company (hereinafter, the ‘Offer’), in accordance with which:

• the Company will purchase no more than 63 242 (say: sixty three thousand two hundred forty-two) shares in the Company;

• the Company offers a purchase price of PLN 900.00 (say: nine hundred zlotys) per share;

• the Company will allocate a maximum amount of PLN 57 000 000.00 (fifty-seven million 00/100 zlotys) for the purchase of shares as part of the Offer;

• the Company will start accepting offers of sale of shares from the shareholders on 16 September 2019. The procedure will end on 20 September 2019 (at 4.00 p.m. Warsaw time);

• all the transactions shall be settled on 27 September 2019;

• the conducting and settlement of the Offer will be intermediated by Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Biuro Maklerskie w Warszawie (the Brokerage House of PKO BP).

The Offer shall be conducted in line with the rules of the own share buyback programme as set forth in resolution No. 23/25.06.2019 of the Ordinary General Meeting of the Company of 25 June 2019 to authorize the Management Board to purchase own shares in the name and on behalf of the Company and to determine the rules of the acquisition of own shares by the Company, about which the Company informed in current report No. 24/2019 of 25 June 2019, and also in Resolution of the Management Board of 11 September 2019 concerning the rules of acquisition of own shares in the name and on behalf of the Company. The Offer is conducted in connection with Profit Distribution Policy for the years 2016-2019 of the Company (announced in current report No. 3/2016 of 10 February 2016).

The full version of the Offer is presented in the Appendix to the current report.

Legal disclaimer: The Offer is not an invitation to subscribe for sale or exchange of shares as referred to in Article 73 and subsequent Articles of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005 (consolidated text in Journal of Laws [Dz. U.] of 2019, Item 623, as amended). In particular, neither Article 77 and Article 79 of the said Act nor provisions of the Regulation of the Minister of Development and Finance of 14 September 2017 concerning Model Calls for Subscribing to Sale or Exchange of Shares in a Public Company, Specific Method of their Advertising and the Conditions of Acquiring Shares as a Result of such Calls (Journal of Laws [Dz.U.] of 2017, Item 1748, as amended) shall apply to this Offer. This Offer is not an offer within the meaning of Article 66 of Act of 23 April 1964 the Civil Code (consolidated text in Journal of Laws [Dz. U.] of 2017, Item 459, as amended) either. This Offer is not an offer of purchase or a solicitation to sell any securities, in particular, in any country in which a submission of such an offer or solicitation to sell securities would be illegal or would require any authorisation, notification or registration. The document of the Offer is not an investment, legal or tax advice. With regard to any matters related to the Offer, investors should seek advice of an investment, legal or tax adviser. A person responding to this Offer shall bear all the legal, financial and tax consequences of their investment decisions.