Conclusion of contracts regarding the acquisition andtaking up shares in SmartLunch S.A. in exchange for inter alia shares inLunching_#160;sp. z o.o.
Management Board of Benefit Systems S.A. with itsregistered seat in Warsaw (the _quot;Issuer_quot;) hereby announces that on 19April 2024, the Issuer, as the buyer, concluded with shareholders ofSmartLunch S.A. with its registered seat in Wrocław (_quot;Company_quot;), i.e.inter alia Mr Michał Andrzej Obłąk (the "Seller 1"), Mr KrzysztofZdzisław Gąsior (the "Seller 2"), Mr Paweł Korczak (the "Seller 3") andLF Akcelerator sp. z o.o. with its registered seat in Wrocław ("LFAkcelerator") and other shareholders (hereinafter jointly referred to as"Shareholders"), investment agreement, shareholders agreement and sharessale agreements (hereinafter jointly referred to as _quot;Agreements_quot;).
Under the Agreements:
1) On the date of the Agreement, the Issuer acquired34,269 ordinary registered series A shares from the Sellers for totalselling price of PLN 6.5 million,
2) The Issuer will take up 168,889 newly issuedordinary registered series B shares, which will be covered by cashcontribution of PLN 32 million,
3) The Issuer will take up 109,778 newly issuedordinary registered series B shares, which will be covered by non-cashcontribution in the form of 100% of the share capital of Lunching sp. zo.o. with its registered seat in Kraków and loan issued by the Issuer toLunching sp. z o.o. in the amount of PLN 0.6 million as of 31 March 2024.
As a result of the provisions of the Agreements andi.a. registration by the registry court of the increase in the Company'sshare capital and entries in the register of shareholders the Issuerwill become the shareholder of the Company owning 312,936 shares in theCompany constituting 18.53% of the share capital of the Companyentitling to 18.53% votes at the general meeting of the Company. As aresult of the provisions of the Agreements LF Akcelerator will remain amain shareholder with 39.26% of the share capital of the Companyentitling to 39.26% votes at the general meeting of the Company.
The Agreements also specifies other obligations ofthe parties to the Agreements and others not deviating from theapplicable standards for this type of agreements.
Estimated value of the transaction ofacquisition/taking up shares of the Company by the Issuer amounts to PLN59.3 million.
The Company operates in the field of comprehensiveservice of corporate nutrition processes, offering services of runningcanteens, providing employee catering, selling lunch cards andrestorative meals as well as operating vending machines. According topreliminary financial data, the Company generated PLN 136.4 million inrevenue in 2023 and serves more than 500 customers.
The Shareholders, including Seller 1, Seller 2 andSeller 3 are not related to any member of the Issuer's governing bodies.