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Benefit Systems S.A.

M&A Activity Feb 28, 2025

5529_rns_2025-02-28_3bfe96ad-1ff3-45a6-89bd-f0375af5df24.html

M&A Activity

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First notification to shareholders of the intention to merge BenefitSystems S.A. with MyOrganiq sp. z o.o.

Acting on the basis of Art. 504 §1 of the Polish Commercial CompaniesCode (hereinafter, the "CCC") in conjunction with Article 402 §2 of theCCC and Article 402 §1 of the CCC, the Management Board of BenefitSystems S.A. with its registered seat in Warsaw (the "Issuer" or the"Company"), hereby for the first time announces the intention to mergethe Issuer (as the acquiring company) with MyOrganiq sp. z o.o. (the"Target Company").

The merger plan, agreed upon by the merging companies on 27 February2025, was published on the Company's website: www.benefitsystems.pl, andalso was published as an annex to this current report (in Polishlanguauge).

As of 28 February 2025, the Company made available, on the Company'swebsite (bookmark: www.benefitsystems.pl/en/about-us/merger/), thedocuments specified in Article 505 § 1 of the Commercial Companies Codeconcerning the Issuer's merger with the Target Company. Until the dateof the General Meeting, the agenda of which provides for the adoption ofa resolution on the merger of the Issuer with the Target Company, theshareholders of the Company have a continuous access to these documentsin the electronic form with the possibility to print them. At the sametime, the Management Board of the Company would like to note that givenprovisions of Article 516 § 5 and § 6 of the CCC in conjunction withArticle 516 § 1 of the CCC:

(i) the management boards of the merging companies will not prepare awritten report to justify the merger, its legal basis or the economicgrounds;

(ii) the merger plan will not be audited by a certified auditor andtherefore no auditor's opinion on the correctness and reliability of themerger plan will be prepared.

Therefore, these documents will not be made available to theshareholders of the Issuer.

In the coming weeks, the Company will convene an Ordinary GeneralMeeting of the Company, during which a resolution on the merger of theIssuer and the Target Company will be adopted.

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