BENEFIT SYSTEMS S.A.: Pierwsze zawiadomienie akcjonariuszy o zamiarze połączenia Benefit Systems S.A. z Fit Fabric sp. z o.o.

30 sierpnia, 2022 0 przez admin

First notification to shareholders of the intention to merge Benefit
Systems S.A. with Fit Fabric sp. z o.o.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”),
for the first time herby announces the intention to merge the Issuer (as
the acquiring company) with Fit Fabric sp. z o.o. with its registered
seat in Warsaw (the „Target Company”).

The merger plan, agreed upon by the merging companies on 11 August 2022,
was published on the Company’s website:, and also
was published as an annex to this current report.

As of 30 August 2022, the Company made available, on the Company’s
website (bookmark:,
the documents specified in Article 505 § 1 of the Commercial Companies
Code concerning the Issuer’s merger with the Target Company. 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, 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

(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 an Extraordinary General
Meeting of the Company, during which a resolution on the merger of the
Issuer and the Target Company will be adopted.

Source link