RB: 23/2022
Date: 30 June 2022
First notification to shareholders of the intention to merge Benefit Systems S.A. with Benefit IP sp. z o.o. and Benefit IP spółka z ograniczoną odpowiedzialnością sp.k.
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, the Management Board of Benefit Systems S.A. with its registered seat in Warsaw (the "Issuer" or the "Company"), hereby for the first time announces the intention to merge the Issuer (as the acquiring company) with Benefit IP sp. z o.o. with its registered seat in Warsaw (the "Target Company 1") and Benefit IP spółka z ograniczoną odpowiedzialnością sp.k. with its registered seat in Warsaw (the "Target Company 2").

The merger plan, agreed upon by the merging companies on 30 June 2022, was published on the Company's website: www.benefitsystems.pl, and also was published as an annex to this current report.

As of 30 June 2022, the Company made available, on the Company's website (bookmark: www.benefitsystems.pl/en/about-us/merger/), the documents specified in Article 505 § 1 of the Commercial Companies Code concerning the Issuer's merger with the Target Company 1 and the Target Company 2. Until the date of the Extraordinary General Meeting, the agenda of which provides for the adoption of a resolution on the merger of the Issuer with the Target Company 1 and the Target Company 2, the shareholders of the Company have a continuous access to these documents in the electronic form with the possibility to print them.

The Management Board of the Company would like to note that in conjunction with Article 520 § 1 of the CCC the merger plan will be audited by a certified auditor in the matter of correctness and reliability.

In the coming weeks, the Company will convene an Extraordinary General Meeting of the Company, during which a resolution on the merger of the Issuer with the Target Company 1 and the Target Company 2 will be adopted.