Benefit Systems S.A.

M&A Activity • Sep 3, 2019

First notice of the intention to merge Benefit Systems S.A. with Zdrofitsp. z o.o., Fabryka Formy S.A., Fitness Academy BIS sp. z o.o. orazFitness Place sp. z o.o.

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 reports No. 29/2019, of 20 August, 2019 and No.77/2018, of 20 October, 2018, the Management Board of Benefit SystemsS.A. with its registered seat in Warsaw (hereinafter, the "Issuer" orthe "Company"), hereby provides the first notice of the intention tomerge the Issuer (as the acquiring company) with companies Zdrofit sp. zo.o. (hereinafter, "Acquired Company 1"), Fabryka Formy S.A.(hereinafter, "Acquired Company 2"), Fitness Academy BIS sp. z o.o.(hereinafter, "Acquired Company 3"), Fitness Place sp. z o.o.(hereinafter, "Acquired Company 4") (Acquired Company 1, AcquiredCompany 2, Acquired Company 3, Acquired Company 4 hereinaftercollectively as: "Acquired Companies").

The merger plan, as agreed by the merging companies on 20 August 2019,was publicly posted at the Company's website: www.benefitsystems.pl, andattached as an appendix to current report No. 29/2019 of 20 August 2019.Additionally, the merger plan was publicly posted at the websites of theAcquired Companies:

(i) for Acquired Company 1 - at the website: www.zdrofit.pl in thesections dedicated to each fitness club location;

(ii) for Acquired Company 2 - at the websitehttps://fabryka-formy.pl/komunikat;

(iii) for Acquired Company 3 - at the websitehttps://www.fitness-academy.com.pl/aktualnosci/plan-polaczenia-spolki

(iv) for Acquired Company 4 - at the websitehttps://www.myfitnessplace.pl/laczymy-sie/.

Starting from 20 August, 2019, the documents concerning merger of theIssuer with the Acquired Companies that are specified in Article 505 § 1of the CCC, were placed at the Company's website (section:www.benefitsystems.pl/o-nas/reorganizacja/). Until the date of theExtraordinary General Meeting, the agenda of which includes adoption ofresolution concerning the merger of the Issuer with the AcquiredCompanies, 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 ofthe Company hereby states that given provisions of Article 516, § 5 and6, of the CCC in conjunction with 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 thecorrectness, accuracy and fairness of the merger plan. Therefore, nosuch documents will be made available to the Issuer's shareholders.

The resolution concerning merger of the Issuer with the Acquired Companyis planned to be adopted by the Extraordinary General Meeting of theCompany on 4 October, 2019.