RB: 17/2025
Date: 21 March 2025
Second notice of the intention to merge Benefit Systems S.A. with MyOrganiq sp. z o.o.
Legal basis: Other regulations

Text of the report:

Acting on the basis of Art. 504 §1 of the Polish Commercial Companies Code (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 report No. 13/2025, of 28 February 2025, and in current report No. 15/2025, of 8 April 2025, the Management Board of Benefit Systems S.A. with its registered seat in Warsaw (the "Issuer" or the "Company"), hereby provides the second notice of the intention to to merge the Issuer (as the acquiring company) with MyOrganiq sp. z o.o. (the "Target Company").

The merger plan, as agreed by the merging companies on 27 February 2025, was publicly posted at the Company's website: www.benefitsystems.pl/en/about-us/merger/, and attached as an appendix to current report No. 13/2025 of 28 February 2025. Additionally, the merger plan was published at the Target Company website.
Starting from 28 February 2025, the documents concerning merger of the Issuer with the Target Company that are specified in Article 505 § 1 of the CCC, were placed at the Company's website (section: www.benefitsystems.pl/en/about-us/merger). Until the date of the Extraordinary General Meeting, the agenda of which includes adoption of resolution concerning the merger of the Issuer with the Target 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; and, therefore, no such documents will be made available to the Issuer's shareholders.
The resolution concerning merger of the Issuer with the Target Companies is planned to be adopted by the Extraordinary General Meeting of the Company on 8 April 2025.