RB: 24/2026
Date: 8 May 2026
First notification to shareholders of the intention to merge Benefit Systems S.A. with Fit Meet sp. z o.o. and Core Fitness sp. z o.o.
Legal basis: Other regulations

Text of the report:

Acting on the basis of Art. 504 §1 and §2 of the Polish Commercial Companies Code (hereinafter, the “CCC”) in conjunction with 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 XYZ sp. z o.o. and ABC sp. z o.o. (the “Target Companies”) (the “Merger”).
The merger plan together with the appendices, agreed upon by the merging companies on 7 May 2026, was published on 8 May 2026 on the Company’s website: www.benefitsystems.pl, and also was published as an annex to this current report.
Pursuant to the Merger Plan, the Merger will be effected by transferring all assets of the Target Companies to the Issuer pursuant to Article 492 §1 item 1 of the CCC (merger by acquisition) in conjunction with Article 516 §6 of the CCC. Due to the fact that the Issuer holds 100% of the shares in the Target Companies, the Merger will be effected without increasing the Issuer’s share capital and without exchanging shares in the Target Companies for shares in the Issuer. In connection with the Merger, the Company’s Articles of Association will also remain unchanged. The Merger will take effect on the date of registration in the register of entrepreneurs of the National Court Register (KRS), which will result in the deletion of the Target Companies from the register. As a result of the Merger, on the Merger date the Issuer will assume all rights and obligations of the Target Companies.
The documents specified in Article 505 §1 of the CCC concerning the Issuer’s merger with the Target Companies have been made available to the Company’s shareholders as appendices to this current report (whereas the Issuer’s financial statements and the Management Board’s reports on operations, together with the audit reports, as covered by periodic reporting obligations, are published on the Company’s website – www.benefitsystems.pl in the ‘For Investors’ section under the ‘Reports’ tab). Until the date of the General Meeting, the agenda of which provides for the adoption of a resolution on the merger of the Issuer with the Target Companies, the shareholders of the Company have a continuous access to these documents in the electronic form with the possibility to print them.
At the same time, the Management Board of the Company would like to note 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 a written report to justify the merger, its legal basis or the economic grounds,
(ii) the merger plan will not be audited by a certified auditor and therefore no auditor’s opinion on the correctness and reliability of the merger plan will be prepared,
therefore, these documents will not be made available to the shareholders of the Issuer.
In the coming weeks, the Company will convene a General Meeting of the Company, during which a resolution on the merger of the Issuer and the Target Companies will be adopted.