RB: 26/2024
Date: 9 April 2024
Second notice of the intention to merge Benefit Systems S.A. with: (i) Total Fitness sp. z o.o.; (ii) Saturn Fitness Group sp. z o.o.
Legal basis: Other regulations

Text of the report:

Acting on the basis of Article 504 § 1 of the Code of Commercial Companies (hereinafter, the "CCC") in conjunction with Article 402 § 2 of the CCC and Article 402 1) of the CCC, further to information contained in current report No. 19/2024, of 22 March, 2024, and in current report No. 24/2024, of 28 March, 2024, the Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter, the "Issuer" or the "Company"), hereby provides the second notice of the intention to merge the Issuer (as the acquiring company) with: (i) Total Fitness sp. z o.o.; (ii) Saturn Fitness Group sp. z o.o. (the "Target Companies").

The merger plan, as agreed by the merging companies on 22 March 2024, was publicly posted at the Company's website: www.benefitsystems.pl/en/about-us/merger/, and attached as an appendix to current report No. 19/2024 of 22 March, 2024. Additionally, the merger plan was published at the Target Companies’ websites.

Starting from 22 March, 2024, the documents concerning merger of the Issuer with the Target Companies that are specified in Article 505 § 1 of the CCC, were placed at the Company's website (section: www.benefitsystems.pl/en/about-us/merger). Until the date of the Extraordinary General Meeting, the agenda of which includes adoption of resolution concerning the merger of the Issuer with the Target Companies, the Company's shareholders will be provided with continuous access to the documents in an electronic version and an opportunity to print them or have them printed. Concurrently, the Management Board of the Company hereby states that given provisions of Article 516 § 5 and 6, of the CCC in conjunction with Article 516 § 1 of the CCC:

(i) the Management Boards of the merging companies will not prepare the written report to justify the merger, its legal basis or the economic grounds;

(ii) the merger plan will not be examined by auditor, and consequently, no auditor's opinion will be prepared regarding the correctness, accuracy and fairness of the merger plan; and, therefore, no such documents will be made available to the Issuer's shareholders.

The resolution concerning merger of the Issuer with the Target Companies is planned to be adopted by the Extraordinary General Meeting of the Company on 24 April, 2024.