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Benefit Systems S.A. M&A Activity 2022

Aug 30, 2022

5529_rns_2022-08-30_799b6750-e5a9-4e7c-8c05-39a2bfafd0a7.html

M&A Activity

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First notification to shareholders of the intention to merge BenefitSystems S.A. with Fit Fabric sp. z o.o.Acting on thebasis of Art. 504 §1 of the Polish Commercial Companies Code(hereinafter, the _quot;CCC_quot;) in conjunction with Article 402 §2 of the CCCand Article 402 §1 of the CCC, the Management Board of Benefit SystemsS.A. with its registered seat in Warsaw (the _quot;Issuer_quot; or the _quot;Company_quot;),for the first time herby announces the intention to merge the Issuer (asthe acquiring company) with Fit Fabric sp. z o.o. with its registeredseat in Warsaw (the _quot;Target Company_quot;).

The merger plan, agreed upon by the merging companies on 11 August 2022,was published on the Company's website: www.benefitsystems.pl, and alsowas published as an annex to this current report.

As of 30 August 2022, the Company made available, on the Company'swebsite (bookmark: https://www.benefitsystems.pl/en/about-us/merger/),the documents specified in Article 505 § 1 of the Commercial CompaniesCode concerning the Issuer's merger with the Target Company. Until thedate of the Extraordinary General Meeting, the agenda of which providesfor the adoption of a resolution on the merger of the Issuer with theTarget Company, the shareholders of the Company have a continuous accessto these 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 merger plan will not be audited by a certified auditor andtherefore no auditor's opinion on the correctness and reliability of themerger plan will be prepared.

Therefore, these documents will not be made available to theshareholders of the Issuer.

In the coming weeks, the Company will convene an Extraordinary GeneralMeeting of the Company, during which a resolution on the merger of theIssuer and the Target Company will be adopted.