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Benefit Systems S.A. — M&A Activity 2026
May 26, 2026
5529_rns_2026-05-26_710594b7-6670-44fa-94c8-937f40d5193f.html
M&A Activity
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Report Content Second notification to shareholders of the intention to merge BenefitSystems S.A. with Fit Meet sp. z o.o. and Core Fitness sp. z o.o.
Acting on the basis of Art. 504 §1 and §2 of the Polish CommercialCompanies Code (hereinafter, the "CCC") in conjunction with Article 402§1 of the CCC, further to information contained in current report No.24/2026, the Management Board of Benefit Systems S.A. with itsregistered seat in Warsaw (the "Issuer" or the "Company"), hereby forthe second time announces the intention to merge the Issuer (as theacquiring company) with Fit Meet sp. z o.o. and Core Fitness sp. z o.o.(the "Target Companies") (the "Merger").
The merger plan together with the appendices, agreed upon by the mergingcompanies on 7 May 2026, was published on 8 May 2026 on the Company'swebsite: www.benefitsystems.pl, and also was published as an annex tothe current report No. 24/2026.
Pursuant to the Merger Plan, the Merger will be effected by transferringall assets of the Target Companies to the Issuer pursuant to Article 492§1 item 1 of the CCC (merger by acquisition) in conjunction with Article516 §6 of the CCC. Due to the fact that the Issuer holds 100% of theshares in the Target Companies, the Merger will be effected withoutincreasing the Issuer's share capital and without exchanging shares inthe Target Companies for shares in the Issuer. In connection with theMerger, the Company's Articles of Association will also remainunchanged. The Merger will take effect on the date of registration inthe register of entrepreneurs of the National Court Register (KRS),which will result in the deletion of the Target Companies from theregister. As a result of the Merger, on the Merger date the Issuer willassume all rights and obligations of the Target Companies.
The documents specified in Article 505 §1 of the CCC concerning theIssuer's merger with the Target Companies have been made available tothe Company's shareholders as appendices to the current report No.24/2026. Until the date of the General Meeting, the agenda of whichprovides for the adoption of a resolution on the merger of the Issuerwith the Target Companies, the shareholders of the Company havecontinuous access to these documents in the electronic form with thepossibility of printing them.
At the same time, the Management Board of the Company would like to notethat given provisions of Article 516 §5 and §6 of the CCC in conjunctionwith 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 have not been made available to theshareholders of the Issuer.
The adoption of a resolution on the merger of the Issuer and the TargetCompanies by the Annual General Meeting of the Company is planned for 10June 2026.