Benefit Systems S.A.

Regulatory Filings • Mar 22, 2024

Report Content First notification to shareholders of the intention to merge BenefitSystems S.A. with: (i) Total Fitness sp. z o.o.; (ii) Saturn FitnessGroup sp. z o.o.

Legal basis: Other regulations

Text of the report:

Acting on the basis of Art. 504 §1 of the Polish Commercial CompaniesCode (hereinafter, the _quot;CCC_quot;) 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 _quot;Issuer_quot; or the_quot;Company_quot;), hereby for the first time announces the intention to mergethe Issuer (as the acquiring company) with: (i) Total Fitness sp. zo.o.; (ii) Saturn Fitness Group sp. z o.o. (the _quot;Target Companies_quot;).

The merger plan, agreed upon by the merging companies on 22 March 2024,was published on the Company's website: www.benefitsystems.pl, and alsowas published as an annex to this current report (in Polish languauge).

As of 22 March 2024, 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 Companies. Until the dateof the Extraordinary General Meeting, the agenda of which provides forthe adoption of a resolution on the merger of the Issuer with the TargetCompanies, the shareholders of the Company have a continuous access tothese documents in the electronic form with the possibility to printthem. At the same time, the Management Board of the Company would liketo note that given provisions of Article 516 § 5 and § 6 of the CCC inconjunction with Article 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 Extraordinary GeneralMeeting of the Company, during which a resolution on the merger of theIssuer and the Target Companies will be adopted.