M&A Activity • Oct 25, 2021
M&A Activity
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Actingon the basis of Art. 504§1 of the Polish Commercial Companies Code(hereinafter, the "CCC") in conjunction with Article 402§2of the CCC and Article 402§1of the CCC, the Management Board of Benefit Systems S.A. with itsregistered seat in Warsaw (the "Issuer" or the "Company"), hereby forthe first time announces the intention to merge the Issuer (as theacquiring company) with MyBenefit sp. z o.o. with its registered seat inWrocław (the "Target Company").
Themerger plan, agreed upon by the merging companies on 22 October 2021,was published on the Company's website: www.benefitsystems.pl, and alsowas published as an annex to this current report.
Asof 22 October 2021, the Company made available, on the Company's website(bookmark:https://www.benefitsystems.pl/en/about-us/merger/),the documents specified in Article 505§1 of the Commercial Companies Code concerningthe Issuer's merger with the Target Company. Until the date of theExtraordinary General Meeting, the agenda of which provides for theadoption of a resolution on the merger of the Issuer with the TargetCompany, 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 mergerplan will not be audited by a certified auditor and therefore noauditor's opinion on the correctness and reliability of the merger planwill be prepared.
Therefore, thesedocuments will not be made available to the shareholders of the Issuer.
In the comingweeks, the Company will convene an Extraordinary General Meeting of theCompany, during which a resolution on the merger of the Issuer and theTarget Company will be adopted.
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