First notification to shareholders of the intention to merge BenefitSystems S.A. with FitSport Polska sp. z o.o.
Acting on the basis of Art. 504 § 1 of the Polish Commercial CompaniesCode (hereinafter, the "CCC") in conjunction with Article 402 §2 of theCCC and Article 402 § 1 of the CCC, the Management Board of BenefitSystems S.A. with its registered seat in Warsaw (the "Issuer" or the"Company"), hereby for the first time announces the intention to mergethe Issuer (as the acquiring company) with FitSport Polska Sp. z o.o.with its registered seat in Warsaw (the "Target Company").
The merger plan, agreed upon by the merging companies on 24 September2020, was published on the Company's website: www.benefitsystems.pl, andalso was published as an annex to this current report.
As of 24 September 2020, the Company made available, on the Company'swebsite (bookmark: www.benefitsystems.pl/o-nas/reorganizacja/), thedocuments specified in Article 505 § 1 of the Commercial Companies Codeconcerning the Issuer's merger with the Target Company. Until the dateof the Extraordinary General Meeting, the agenda of which provides forthe adoption 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 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.