Benefit Systems S.A.

M&A Activity • Jun 21, 2024

Report Content Conditional acquisition of Flais fitness clubs chain in Bulgaria

The Management Board of Benefit Systems S.A. with its registered seat inWarsaw (the _quot;Issuer_quot;) hereby announces that on 20 June 2024, thesubsidiary of the Issuer - Next Level Fitness OOD with its registeredseat in Sofia, as the buyer (the "Buyer"), concluded with Mr. DoychinVaskov Dochev, Mr. Valeri Dushkov Petrov and entities which are theirs100% subsidiaries as sellers (hereinafter jointly as the _quot;Sellers_quot;),conditional agreement for the sale of shares, including certain assets,linked to Flais fitness clubs chain in Sofia, Bulgaria (the "Agreement")(the "Transaction").

The condition precedent in the Agreement relates to the receipt by theBuyer of a decision of the governmental authority responsible for theformulation and implementation of competition and consumer protectionpolicy in Bulgaria giving unconditional approval for the concentrationand the Transaction (the _quot;Condition Precedent_quot;).

After conclusion of the Condition Precedent, as a part of theTransaction the Buyer will acquire from the Sellers:

1) 100% of shares in the share capital (hereinafter jointly the"Shares") of the companies: Fitness Flais Corporation OOD, Power RonicOOD, Happy Group 1 OOD, Fitness Flais Group OOD, Fitness Flais Pro OOD,Flais Fit OOD and Fit Energy OOD which are operating in total 11 fitnessclubs under the name "Flais" and own 2 fitness clubs under construction,all located in Sofia (hereinafter jointly the "Companies"),

2) selected assets adherent of 6 fitness clubs (including 2 fitnessclubs under construction) located in Sofia and will conclude new leasecontracts concerning those fitness clubs,

3) right to word-graphic trademark Flais

The total valuation of the Transaction is around EUR 15 million andfinal amount is dependant on amount of net debt and valuation of networking capital of the Companies, calculated according to the provisionsof the Agreement (the "Sale Price").

Settlement under the Agreement is effected in installments as follows:

(i) the first installment of 92% of the Sale Price - paid on day ofconclusion of agreement to transfer Shares to the Buyer, afterconclusion of the Condition Precedent (the "Transaction Day"),

(ii) the second installment of remaining 8% of the Sale Price - paidafter 15 months from the Transaction Day after conclusion ofrequirements as specified in the Agreement.

The Agreement also contains provisions on safeguards for itsimplementation and otherwise provisions that do not deviate from currentstandards for this type of agreements.

The Sellers are not related to members of the Issuer's bodies.