RB: 32/2019
Date: 3 September 2019
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.
Legal basis: Other

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 fabryka-formy.pl/komunikat;
(iii)    for Acquired Company 3 – at the website www.fitness-academy.com.pl/aktualnosci/plan-polaczenia-spolki
(iv)    for Acquired Company 4 – at the website 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.