Benefit Systems S.A.

M&A Activity • Oct 29, 2020

Second notice of the intention to merge Benefit Systems S.A. withFitSport Polska sp. z o.o., addressed to the shareholders.

Acting on the basis of Article 504 § 1 of the Code of CommercialCompanies (hereinafter, the "CCC") in conjunction with Article 402 § 2of the CCC and Article 402(1) of the CCC, further to informationcontained in current report No. 29/2020, of 24 September, 2020, and incurrent report No. 37/2020, of 20 October, 2020, the Management Board ofBenefit Systems S.A. with its registered seat in Warsaw (hereinafter,the "Issuer" or the "Company"), hereby provides the second notice of theintention to merge the Issuer (as the acquiring company) with FitSportPolska sp. z o.o. with its registered seat in Warsaw (hereinafter, the"Acquired Company").

The merger plan, as agreed by the merging companies on 24 September2020, was publicly posted at the Company's website:https://www.benefitsystems.pl/en/about-us/reorganizacja/, and attachedas an appendix to current report No. 29/2020 of 24 September, 2020.Additionally, the merger plan was published in Monitor Sądowy iGospodarczy, issue No. 200/2020 (6090) Item 53928.

Starting from 24 September, 2020, the documents concerning merger of theIssuer with the Acquired Company that are specified in Article 505 § 1of the CCC, were placed at the Company's website (section:https://www.benefitsystems.pl/en/about-us/reorganizacja/). Until thedate of the Extraordinary General Meeting, the agenda of which includesadoption of resolution concerning the merger of the Issuer with theAcquired Company, 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. Concurrnetly, theManagement Board of the Company hereby states that given provisions ofArticle 516 § 5 and 6, of the CCC in conjunction with Article 516 § 1 ofthe 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 such documents will be made available to the Issuer'sshareholders.

The resolution concerning merger of the Issuer with the Acquired Companyis planned to be adopted by the Extraordinary General Meeting of theCompany on 16 November, 2020.