Benefit Systems S.A.

Major Shareholding Notification • Nov 14, 2022

Notification from three shareholders of the Company regarding thecommencement of the sale of a portion of their shares through anaccelerated book-building processNot for release,publication, or distribution, directly or indirectly, in or into theUnited States of America, Australia, Canada, or Japan or in any otherjurisdiction where to do so would be restricted or prohibited by law.

The Management Board of Benefit Systems S.A. (the "Company") announcesthat on 14 November 2022, it was notified by the Company's shareholders,James Van Bergh, Benefit Invest Limited and Fundacja Drzewo i Jutro (the"Shareholders") (the "Notification"), that after the submission of theNotification, an accelerated book-building process directed to selectedinvestors meeting specified criteria, i.e. (i) in Poland, and (ii)outside the United States of America in reliance on Regulation S underthe U.S. Securities Act of 1933, as amended, exclusively to: (a)qualified investors within the meaning of Regulation (EU) 2017/1129 ofthe European Parliament and of the Council of 14 June 2017 on theprospectus to be published when securities are offered to the public oradmitted to trading on a regulated market, and repealing Directive2003/71/EC (the "Prospectus Regulation") (including as it forms part ofUnited Kingdom domestic law by virtue of the European Union (Withdrawal)Act 2018) or to (b) investors who acquire securities for a totalconsideration of at least EUR 100,000 per investor, for which reason(and in each case) the requirement to publish a prospectus will notapply, in accordance with Articles 1(4)(a) and/or 1(4)(d) of theProspectus Regulation (the "ABB") will begin. The purpose of the ABBwill be the sale by the Shareholders of approximately 160,000dematerialised ordinary bearer shares in the Company constitutingapproximately 5.45% of the shares in the Company's share capital andrepresenting approximately 5.45% of the total number of votes in theCompany (the "Sale Shares").

Santander Bank Polska S.A. - Santander Biuro Maklerskie acts as the soleglobal coordinator and the sole bookrunner in connection with the ABB.

Pursuant to the Notification:

? The book-building process will begin immediately and can be completedat any time.

? The sale price and the final number of the Sale Shares, including thefinal number of the Sale Shares to be sold by each Shareholder, will beannounced after the closing of the book-building process.

? The Shareholders reserve the right to change the terms and dates ofthe ABB at any time, to suspend the ABB, and/or to cancel the ABB at anytime.

? Mr. James Van Bergh and Benefit Invest Limited intend to use theproceeds from the sale of shares in the Company to continue supportingtheir venture investments in Canada through "Good _amp; Well" boutiqueinvestment firm founded by Mr. James Van Bergh in 2014, while FundacjaDrzewo i Jutro is to continue financing its statutory activity. Forthose purposes, the Shareholders have decided to conduct the sale by wayof an ABB instead of recurrent, smaller sales of shares, which occurredin the past. At the same time, the Shareholders maintain their positiveoutlook on the Company's prospects and are jointly going to remain asignificant shareholder. Meanwhile, Mr. James Van Bergh will continuehis involvement in the Company's development at the level of theCompany's supervisory board.

? In connection with the ABB, the Shareholders have undertaken, subjectto standard practice exceptions, to comply with a lock-up undertaking inrespect of the shares remaining in the Company for a period of 360 daysfrom the date of the settlement of the sale transactions of the SaleShares within the ABB.

This material does not constitute an advertisement within the meaning ofArticle 22 of Regulation (EU) 2017/1129 of the European Parliament andof the Council of 14 June 2017 on the prospectus to be published whensecurities are offered to the public or admitted to trading on aregulated market, and repealing Directive 2003/71/EC.

Neither this material nor any part hereof is intended for distribution,whether directly or indirectly, within the territory of or in the UnitedStates of America or other jurisdictions where such distribution,publication, or use may be subject to restrictions or may be prohibitedby law. The securities referred to in this material have not been andwill not be registered under the U.S. Securities Act of 1933, as amended(the "U.S. Securities Act"), and may only be offered or sold within theUnited States under an exemption from, or in a transaction not subjectto, the registration requirements of the U.S. Securities Act.

This material (and the information therein) does not contain orconstitute or form part of any offer or invitation, or any solicitationor recommendation of an offer, for securities, and under nocircumstances shall it form the basis of a decision on whether or not toinvest in the securities of the Company.