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Benefit Systems S.A.

Pre-Annual General Meeting Information Jun 2, 2025

5529_rns_2025-06-02_9356c640-46cf-477b-a514-5d0cd3b7e5fb.html

Pre-Annual General Meeting Information

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Report Content Second notice of the intention to merge Benefit Systems S.A. with Yes toMove sp. z o.o. and Gym Poznań sp. z o.o.Acting onthe basis of Art. 504 §1 of the Polish Commercial Companies Code(hereinafter, the "CCC") in conjunction with Article 402 §2 of the CCCand Article 402 §1 of the CCC, further to information contained incurrent report No. 41/2025, of 19 May 2025, and in current report No.43/2025, of 22 May 2025, the Management Board of Benefit Systems S.A.with its registered seat in Warsaw (the "Issuer" or the "Company"),hereby provides the second notice of the intention to to merge theIssuer (as the acquiring company) with Yes to Move sp. z o.o. and GymPoznań sp. z o.o. (the "Target Companies").

The merger plan, as agreed by the merging companies on 14 May 2025, waspublicly posted at the Company's website:www.benefitsystems.pl/en/about-us/merger/, and attached as an appendixto current report No. 41/2025 of 19 May 2025. Additionally, the mergerplan was published at the Target Companies websites on 16 May 2025.

The documents concerning merger of the Issuer with the Target Companiesthat are specified in Article 505 § 1 of the CCC, were placed at theCompany's website (section: www.benefitsystems.pl/en/about-us/merger).Until the date of the Ordinary General Meeting, the agenda of whichincludes adoption of resolution concerning the merger of the Issuer withthe Target Companies, the Company's shareholders will be provided withcontinuous access to the documents in an electronic version and anopportunity to print 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 Ordinary General Meeting of the Companyon 17 June 2025.

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