Benefit Systems S.A.

M&A Activity • May 7, 2025

Report Content Closing of the acquisition of 100% of shares in the share capital ofMars Spor Kulb ve Tesisleri letmecilii A..TheManagement Board of Benefit Systems S.A., with its registered office inWarsaw (the "Company", the "Issuer"), with reference to reports No.14/2025 dated 10 March 2025, No. 18/2025 dated 27 March 2025, and No.20/2025 dated 2 April 2025, hereby announces that on 7 May 2025 thetransaction for the acquisition by the Issuer of 100% of the shares inMars Spor Kulb ve Tesisleri letmecilii A.., with its registeredoffice in Istanbul, Turkey ("Mars Spor"), and - indirectly - itssubsidiaries (collectively, the "MAC Group"), was completed.

The total purchase price for 100% of the shares in Mars Spor amounted toUSD 431.6 million and comprises:

(i) a purchase price of USD 420 million,

(ii) accrued consideration in the amount of USD 10.1 million, calculatedas 7% p.a. on the purchase price from 1 January 2025 until the closingdate,

(iii) consideration in the amount of USD 1.5 million in accordance withthe agreed locked-box mechanism.

The estimated net cash position of the MAC Group as of 30 April 2025amounted to USD 40 million.

The Issuer also informs that in the first quarter of 2025 it recognizedtransaction costs related to the acquisition of the MAC Group in theestimated amount of PLN 30 million.

The acquisition of the MAC Group marks a key step in the geographicalexpansion of the Benefit Systems Group and strengthens its position inthe dynamically growing fitness services market in Turkey.