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MESSAGE _ENGLISH VERSION_
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First notice of the intention to merge Benefit Systems S.A. with Zdrofit
sp. z o.o., Fabryka Formy S.A., Fitness Academy BIS sp. z o.o. oraz
Fitness Place sp. z o.o.
Acting on the basis of Article 504 § 1 of the Code of Commercial
Companies _hereinafter, the "CCC"_ in conjunction with Article 402 § 2
of the CCC and Article 402_1_ of the CCC, further to information
contained in current reports No. 29/2019, of 20 August, 2019 and No.
77/2018, of 20 October, 2018, the Management Board of Benefit Systems
S.A. with its registered seat in Warsaw _hereinafter, the "Issuer" or
the "Company"_, hereby provides the first notice of the intention to
merge the Issuer _as the acquiring company_ with companies Zdrofit sp. z
o.o. _hereinafter, "Acquired Company 1"_, Fabryka Formy S.A.
_hereinafter, "Acquired Company 2"_, Fitness Academy BIS sp. z o.o.
_hereinafter, "Acquired Company 3"_, Fitness Place sp. z o.o.
_hereinafter, "Acquired Company 4"_ _Acquired Company 1, Acquired
Company 2, Acquired Company 3, Acquired Company 4 hereinafter
collectively as: "Acquired Companies"_.
The merger plan, as agreed by the merging companies on 20 August 2019,
was publicly posted at the Company's website: www.benefitsystems.pl, and
attached as an appendix to current report No. 29/2019 of 20 August 2019.
Additionally, the merger plan was publicly posted at the websites of the
Acquired Companies:
_i_ for Acquired Company 1 - at the website: www.zdrofit.pl in the
sections dedicated to each fitness club location;
_ii_ for Acquired Company 2 - at the website
https://fabryka-formy.pl/komunikat;
_iii_ for Acquired Company 3 - at the website
https://www.fitness-academy.com.pl/aktualnosci/plan-polaczenia-spolki
_iv_ for Acquired Company 4 - at the website
https://www.myfitnessplace.pl/laczymy-sie/.
Starting from 20 August, 2019, the documents concerning merger of the
Issuer with the Acquired Companies that are specified in Article 505 § 1
of the CCC, were placed at the Company's website _section:
www.benefitsystems.pl/o-nas/reorganizacja/_. Until the date of the
Extraordinary General Meeting, the agenda of which includes adoption of
resolution concerning the merger of the Issuer with the Acquired
Companies, the Company's shareholders will be provided with continuous
access to the documents in an electronic version and an opportunity to
print them or have them printed. Concurrently, the Management Board of
the Company hereby states that given provisions of Article 516, § 5 and
6, of the CCC in conjunction with Article 516 § 1 of the CCC:
_i_ the Management Boards of the merging companies will not prepare the
written report to justify the merger, its legal basis or the economic
grounds;
_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. Therefore, no
such documents will be made available to the Issuer's shareholders.
The resolution concerning merger of the Issuer with the Acquired Company
is planned to be adopted by the Extraordinary General Meeting of the
Company on 4 October, 2019.
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RB: Pierwsze zawiadomienie akcjonariuszy o zamiarze połączenia Benefit Systems S.A. ze
spółkami Zdrofit sp. z o.o., Fabryka Formy S.A., Fitness Academy BIS sp. z o.o. oraz
Fitness Place sp. z o.o.
