Benefit Systems S.A.

Capital/Financing Update • Apr 14, 2025

Report Content Conclusion of a financing agreement with Santander Bank Polska S.A. andBank Gospodarstwa Krajowego.The Management Board of BenefitSystems S.A., with its registered office in Warsaw (the "Company", the"Issuer"), hereby announces that on 14 April 2025, the Company andcertain of its subsidiaries signed a long-term financing agreement (the"Agreement") with Santander Bank Polska S.A. ("Santander") and BankGospodarstwa Krajowego (jointly referred to as the "Banks"), for theamount of PLN 1,775,000,000.00 (one billion seven hundred seventy-fivemillion) (the "Financing", the "Loan").

The subject of the Agreement is providing of Financing to the Company bythe Banks, which will be used to acquire 100% of the shares in the sharecapital of Mars Spor Kulb ve Tesisleri letmecilii A.. (asdisclosed by the Issuer in report No. 14/2025 of 10 March 2025). TheFinancing may also be used for capital expenditures related to theorganic growth of the Issuer's capital group, for acquisitions, as wellas for general corporate purposes.

Interest on the Financing amount will be calculated based on the WIBORrate increased by the Banks' margin. The Financing has been granteduntil 30 November 2029 and will be secured, among other things, byselected assets of the Issuer's capital group. The disbursement of fundswill be subject to the fulfilment of certain conditions precedent, oneof which is the repayment by the Company of the debt arising from theloan agreement dated 1 April 2022, as disclosed by the Issuer in reportsNo. 13/2022 of 1 April 2022 and No. 60/2024 of 8 November 2024.

In all other respects, the Agreement contains provisions typical foragreements of this type.

At the same time, the Issuer indicates that under the Financing, theexisting revolving credit facility with Santander will be maintained(with the possibility of utilization in the form of an overdraftfacility and a bank guarantee limit), as well as a bank guarantee limit,with a total available amount of PLN 175,000,000.00 (one hundredseventy-five million) (the "RCF"). The RCF amount of PLN 175,000,000.00(one hundred seventy-five million) is included in the total Financingamount of PLN 1,775,000,000.00 (one billion seven hundred seventy-fivemillion).

The Issuer has an option and the intention to partially repay the Loanusing proceeds from a potential new share issue (pursuant to ResolutionNo. 4/08.04.2025 of the Extraordinary General Meeting of the Company of8 April 2025), without incurring any additional prepayment fees.

There are no connections between the Company and the Banks. There arealso no connections between the persons managing or supervising theCompany and those managing or supervising the Banks.