RB 77/2018 
Date: 4 October 2018
Initiation of the reorganization of the structure of the Capital Group of the Issuer
Legal basis: Art. 17 item 1 of MAR – inside information

Text of the Report:

The Management Board of Benefit Systems S.A. with its registered seat in Warsaw (the “Issuer”) hereby announces that on the basis of resolutions of the Supervisory and the Management Boards of the Issuer adopted today, i.e. on 4th October 2018, the process of reorganization of the structure of the capital group of the Issuer (the “Reorganization”) has been initiated. The Process of Reorganization will consist in the simplification of the structure of the capital group of the Issuer by way of the Issuer’s taking over of the businesses of most of the companies forming the capital group of the Issuer that conduct business activity in the fitness segment on the Polish market.

The first phase of the Reorganization will consist, among other things, in the Issuer’s taking over of its direct subsidiary, which is Fit Invest sp. z o.o. with its registered seat in Warsaw, and merging some of the Issuer’s indirect subsidiaries with their subsidiaries and also in transforming company under the business name of Fitness Academy spółka z ograniczoną odpowiedzialnością S.K.A. with its registered seat in Wrocław into a limited liability company.

The second phase of the Reorganization will consist in conducting the merger in such a way that the Issuer will take over the entities that have become directly controlled by the Issuer as a result of the steps taken in the first phase of the Reorganization.

As a result of the Reorganization, not only will the Issuer assume all the rights and obligations of the taken over companies, but their assets as well. As a consequence of the takeovers, the loan agreements made between the Issuer as the lender and the taken over companies as borrowers will expire.

The Reorganization is aimed at reducing the number of companies and simplifying the structure of the Issuer’s capital group as well as improving the efficiency of business processes in the group.

The Reorganization is expected to be completed at the end of September 2019.