Benefit Systems S.A.

M&A Activity • Aug 20, 2019

The plan of merger of Benefit Systems S.A. and and its subsidiaries hasbeen agreed

In reference to information contained in current report No. 77/2018 of 4October 2018, the Management Board of Benefit Systems S.A. (hereinafterreferred to as the "Issuer" or the "Acquiring Company") hereby announcesthat on 20 August 2019, plan of merger of the Issuer (as the acquiringcompany) with the following subsidiaries:

a) Zdrofit spółka z ograniczoną odpowiedzialnością with its registeredseat in Warsaw;

b) Fabryka Formy spółka akcyjna with its registered seat in Dąbrowa;

c) Fitness Academy BIS spółka z ograniczoną odpowiedzialnością with itsregistered seat in Wrocław;

d) Fitness Place spółka z ograniczoną odpowiedzialnością with itsregistered seat in Warsaw;

(hereinafter jointly referred to as the "Acquired Companies") has beenagreed.

The merger will be carried out so that the Acquiring Company will takeover the Acquired Companies pursuant to Article 492 § 1 Item 1 of theCode of Commercial Companies (hereinafter referred to as the "CCC"),i.e. by transferring all the assets of the Acquired Companies to theAcquiring Company.

Due to the fact that the Acquiring Company holds 100% of shares in theshare capital of the Acquired Companies, the merger will be carried out,on the basis of Article 515 § 1 of the CCC, without proceeding toincrease the share capital of the Acquiring Company, and, furthermore,on the basis 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 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,

(iii) the report referred to in Articles 311 - 312(1) of the CCC, willnot be prepared.

As a result of the merger, acting in conformity with Article 494 § 1 ofthe CCC, the Issuer will assume all the rights and obligations of theAcquired Companies; in particular the Issuer will assume all the assetsand liabilities of the Acquired Companies.

The Issuer hereby presents the plan of merger of the Acquiring Companywith the Acquired Companies as agreed and executed by the ManagementBoards of the merging companies on 20 August 2019. The plan is attachedas appendix to this report. However, due to the fact that the AcquiringCompany has the status of a public company that publishes and makesavailable half-yearly financial statements to its shareholders, themerger plan is not accompanied by a statement containing informationabout the book value of the Acquiring Company, in conformity withArticle 499 § 4 of the CCC.