M&A Activity • Mar 21, 2025
M&A Activity
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Report Content Second notice of the intention to merge Benefit Systems S.A. withMyOrganiq sp. z o.o.
Acting on the basis of Art. 504 §1 of the Polish Commercial CompaniesCode (hereinafter, the "CCC") inconjunction with Article402 §2 of the CCC and Article 402 §1 of the CCC, further to informationcontained in current report No. 13/2025, of 28 February 2025, and incurrent report No. 15/2025, of 8 April 2025, the Management Board ofBenefit Systems S.A. with its registered seat in Warsaw (the "Issuer" orthe "Company"), hereby provides the second notice of the intention to tomerge the Issuer (as the acquiring company) with MyOrganiq sp. z o.o.(the "Target Company").
The merger plan, as agreed by the merging companies on 27 February 2025,was publicly posted at the Company's website:www.benefitsystems.pl/en/about-us/merger/, and attached as an appendixto current report No. 13/2025 of 28 February 2025. Additionally, themerger plan was published at the Target Company website.
Starting from 28 February 2025, the documents concerning merger of theIssuer with the Target Company that are specified in Article 505 § 1 ofthe CCC, were placed at the Company's website (section:www.benefitsystems.pl/en/about-us/merger). Until the date of theExtraordinary General Meeting, the agenda of which includes adoption ofresolution concerning the merger of the Issuer with the TargetCompanies, the Company's shareholders will be provided with continuousaccess to the documents in an electronic version and an opportunity toprint them or have them printed.
Concurrently, the Management Board of the Company hereby states thatgiven provisions of Article 516 § 5 and 6, of the CCC in conjunctionwith Article 516 § 1 of the CCC:
(i) the Management Boards of the merging companies will not prepare thewritten report to justify the merger, its legal basis or the economicgrounds;
(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 suchdocuments will be made available to the Issuer's shareholders.
The resolution concerning merger of the Issuer with the Target Companiesis planned to be adopted by the Extraordinary General Meeting of theCompany on 8 April 2025.
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