RB 89/2018: Second notice of the intention to merge Benefit Systems S.A. with Fit Invest sp. z o.o., addressed to the shareholders.


RB: 89/2018
Date: 15 November 2018
Second notice of the intention to merge Benefit Systems S.A. with Fit Invest sp. z o.o., addressed to the shareholders.
Legal basis: art. 17 Sec. 1 MAR - inside information

Text of the report:

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 4021 of the CCC, further to information contained in current report No. 81/2018, of 18 October, 2018, and in current report No. 82/2018, of 30 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 second notice of the intention to merge the Issuer (as the acquiring company) with Fit Invest sp. z o.o. with its registered seat in Warsaw (hereinafter, the “Acquired Company”).

The merger plan, as agreed by the merging companies on 18 October 2018, was publicly posted at the Company’s website: www.benefitsystems.pl, and attached as an appendix to current report No. 81/2018 of 18 October, 2018. Additionally, the merger plan was published in Monitor Sądowy i Gospodarczy, issue No. 209/2018 (5597) Item 46962.

Starting from 30 October, 2018, the documents concerning merger of the Issuer with the Acquired Company 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 Company, 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. Concurrnetly, 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 Acquired Company is planned to be adopted by the Extraordinary General Meeting of the Company on 30 November, 2018.

DateFirst name and surnamePosition/function
15 November 2018Izabela Walczewska-SchneyderMember of the Management Board
15 November 2018Grzegorz HaftarczykMember of the Management Board

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