RB: 50/2023
Date: 18 October 2023
First notification to shareholders of the intention to merge Benefit Systems S.A. with Focusly sp. z o.o.
Legal basis: Other regulations

Text of the report:

Acting on the basis of Art. 504 §1 of the Polish Commercial Companies Code (hereinafter, the "CCC") in conjunction with Article 402 §2 of the CCC and Article 402 §1 of the CCC, the Management Board of Benefit Systems S.A. with its registered seat in Warsaw (the "Issuer" or the "Company"), hereby for the first time announces the intention to merge the Issuer (as the acquiring company) with Focusly sp. z o.o. with its registered seat in Warsaw (the "Target Company"). The merger plan, agreed upon by the merging companies on 13 October 2023, was published on the Company's website: www.benefitsystems.pl, and also was published as an annex to this current report (in Polish language).
As of 18 October 2023, the Company made available, on the Company's website (bookmark: www.benefitsystems.pl/en/about-us/merger/), the documents specified in Article 505 § 1 of the Commercial Companies Code concerning the Issuer's merger with the Target Company. Until the date of the Extraordinary General Meeting, the agenda of which provides for the adoption of a resolution on the merger of the Issuer with the Target Company, the shareholders of the Company have a continuous access to these documents in the electronic form with the possibility to print them. At the same time, the Management Board of the Company would like to note 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 a written report to justify the merger, its legal basis or the economic grounds;
(ii)    the merger plan will not be audited by a certified auditor and therefore no auditor's opinion on the correctness and reliability of the merger plan will be prepared.
Therefore, these documents will not be made available to the shareholders of the Issuer.
In the coming weeks, the Company will convene an Extraordinary General Meeting of the Company, during which a resolution on the merger of the Issuer and the Target Company will be adopted.