Benefit Systems S.A.

M&A Activity • Apr 9, 2024

Report Content Second notice of the intention to merge Benefit Systems S.A. with: (i)Total Fitness sp. z o.o.; (ii) Saturn Fitness Group sp. z o.o.Actingon the basis of Article 504 § 1 of the Code of Commercial Companies(hereinafter, the _quot;CCC_quot;) in conjunction with Article 402 § 2 of the CCCand Article 402 1) of the CCC, further to information contained incurrent report No. 19/2024, of 22 March, 2024, and in current report No.24/2024, of 28 March, 2024, the Management Board of Benefit Systems S.A.with its registered seat in Warsaw (hereinafter, the _quot;Issuer_quot; or the_quot;Company_quot;), hereby provides the second notice of the intention to mergethe Issuer (as the acquiring company) with: (i) Total Fitness sp. zo.o.; (ii) Saturn Fitness Group sp. z o.o. (the _quot;Target Companies_quot;).

The merger plan, as agreed by the merging companies on 22 March 2024,was publicly posted at the Company's website:www.benefitsystems.pl/en/about-us/merger/, and attached as an appendixto current report No. 19/2024 of 22 March, 2024. Additionally, themerger plan was published at the Target Companies' websites.

Starting from 22 March, 2024, the documents concerning merger of theIssuer with the Target Companies that are specified in Article 505 § 1of the CCC, were placed at the Company's website (section:www.benefitsystems.pl/en/about-us/merger). Until the date of theExtraordinary General Meeting, the agenda of which includes adoption ofresolution concerning the merger of the Issuer with the TargetCompanies, 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 the correctness,accuracy and fairness of the merger plan; and, therefore, no suchdocuments will be made available to the Issuer's shareholders.

The resolution concerning merger of the Issuer with the Target Companiesis planned to be adopted by the Extraordinary General Meeting of theCompany on 24 April, 2024.