Benefit Systems S.A.

AGM Information • Sep 14, 2020

Appendix to current report no. 26/2020 Resolutions adopted by the Extraordinary General Meeting of Shareholders of Benefit Systems S.A. on September 14, 2020

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Resolution No. 1/14.09.2020 of the Extraordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 14 September, 2020, on electing the Chairperson of the General Meeting

§1.

The Extraordinary General Meeting of Shareholders hereby elects Mr. Marcin Marczuk to the Chairman of the General Meeting. ---------------------------------------------------------------------------------------

§2.

The Resolution enters into force upon its adoption. ---------------------------------------------------------

Mr. Marcin Marczuk found that 2,039,820 (two millions thirty-nine thousand eight hundred twenty) votes for the Resolution as such were cast in the secret voting, which represented 71.34% (seventy-one and thirty-four hundredth percent) of the share capital of the Company, there were no votes against the Resolution and abstentions, therefore the Resolution was adopted unanimously. -------------------------

The Chairman of the General Meeting represented that: ----------------------------------------------------------

a) in accordance with the signed list of attendance, 2,039,820 (two millions thirty-nine thousand eight hundred twenty) shares, out of total 2,859,142 (two million eight hundred fifty-nine thousand one hundred forty-two) shares, were represented at the Extraordinary General Meeting of Shareholders, entitling to 2,039,820 (two millions thirty-nine thousand eight hundred twenty) votes, which accounted for 71.34% (seventy-one and thirty-four hundredth percent) of share capital of the Company eligible for the Extraordinary General Meeting, -----------------------------------------------------------------------------------

b) the represented shareholders met the requirements of Art. 406¹ of the Commercial Companies Code.

Resolution No. 2/14.09.2020

of the Extraordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 14 September, 2020, on withdrawing from the election of the Counting Committee

§1.

The Extraordinary General Meeting of Shareholders decided to withdraw from the election of the Counting Committee. ----------------------------------------------------------------------------------------------------- §2.

The Resolution enters into force upon its adoption. ----------------------------------------------------------------

The Chairman of the General Meeting found as follows: ---------------------------------------------------------

a) in the secret voting on the Resolution above, 2,039,820 (two millions thirty-nine thousand eight hundred twenty) shares were voted, which represented 71.34% (seventy-one and thirty-four hundredth percent) of the share capital of the Company, i.e. 2,039,820 (two millions thirty-nine thousand eight hundred twenty) valid votes were cast, --------------------------------------------------------------------------------

b) 1,670,074 (one million six hundred seventy thousand seventy-four) votes for the Resolution as such were cast, there were no votes against the Resolution and 369,746 (three hundred sixty-nine thousand seven hundred forty-six) votes abstained, --------------------------------------------------------------------------- therefore the Resolution was adopted ---------------------------------------------------------------------------------

Resolution No. 3/14.09.2020

of the Extraordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 14 September, 2020, on approving the agenda of the General Meeting

§1.

The Extraordinary General Meeting of Shareholders hereby approves the agenda of the General Meeting which takes place on 14 September 2020, at 11.00 a.m.:

• 1. Opening the General Meeting.
• 1. Electing the Chairperson of the General Meeting.
• 1. Confirming that the General Meeting was duly convened and is capable of adopting valid resolutions.
• 1. Electing the Counting Committee.
• 1. Approving the agenda of the General Meeting.
• 1. Adoption the resolution concerning the creation of reserve earmarked for loans to be granted to employees of the Company and of its subsidiaries with the intention to finance their acquisition of shares in the Company.
• 1. Closing the General Meeting.

§2.

The Resolution enters into force upon its adoption. ----------------------------------------------------------------

The Chairman of the General Meeting found as follows: ----------------------------------------------------------

a) in the secret voting on the Resolution above, 2,039,820 (two millions thirty-nine thousand eight hundred twenty) shares were voted, which represented 71.34% (seventy-one and thirty-four hundredth percent) of the share capital of the Company, i.e. 2,039,820 (two millions thirty-nine thousand eight hundred twenty) valid votes were cast, --------------------------------------------------------------------------------

b) 2,039,820 (two millions thirty-nine thousand eight hundred twenty) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, --------------------------------------- therefore the Resolution was adopted unanimously. ---------------------------------------------------------------

Resolution No. 4/14.09.2020

of the Extraordinary General Meeting of Shareholders of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 14 September, 2020, concerning the creation of reserve capital earmarked for loans to be granted to employees of the

Company and of its subsidiaries with the intention to finance their acquisition of shares of the Company

Acting pursuant to Article 345 §1, §4 and §8 in conjunction with Article 396 §1 and §4 of the Commercial Companies Code, the Extraordinary General Meeting of the Company hereby decides to establish reserve capital in the amount of: 13,000,000 (say: thirteen million) PLN (the "Reserve Capital"). -------------------------------------------------------------------------------------------------------------------

• 1. The Reserve Capital is established so as to facilitate employees of the Company and of its subsidiaries - who are eligible within the meaning of § 2.1 of Resolution No. 21/15.06.2016 of the Ordinary General Meeting of the Company of 15 June 2016 concerning an Amendment to the Articles of Association of the Company and the Issuance of Subscription Warrants of the G, H, I and J series, with the Right of Priority to Take up Series E Shares and a Contingent Increase of the Share Capital by way of Issuance of Series E Shares, Whereby the Existing Shareholders should be Deprived of the Preemptive Right (the "Resolution") - taking up series E shares in the Company issued on the basis of the Resolution (the "Shares"), by way of providing an opportunity that the Company may extend loans to the employees with a view to financing 80% of the value of the contribution in cash that the employees must make as a payment for the Shares they will take up; the decision whether to grant the loan or not will be made by the Management Board of the Company case by case at their free discretion. -----------------------------------------------------------------------------
• 1. The Reserve Capital will be created out of transferred funds that, pursuant to Article 348 §1 of the Commercial Companies' Code could be allocated for distribution among the shareholders, i.e. by way of transfer of the amount of 13,000,000 (say: thirteen million) PLN from the supplementary capital to the Reserve Capital. ------------------------------------------------------------------------------------

§2.

Any funds of the Reserve Capital not spent to facilitate granting the loan as discussed in §1.2 above, will be transferred back to the Supplementary Capital of the Company after the lapse of the deadline, i.e. after 30 September 2021, whereby the Reserve Capital will be reversed. ---------------------------------

§3.

The Resolution enters into force upon its adoption. ----------------------------------------------------------------

The Chairman of the General Meeting found as follows: ---------------------------------------------------------

a) in the secret voting on the Resolution above, 2,039,820 (two millions thirty-nine thousand eight hundred twenty) shares were voted, which represented 71.34% (seventy-one and thirty-four hundredth percent) of the share capital of the Company, i.e. 2,039,820 (two millions thirty-nine thousand eight hundred twenty) valid votes were cast, --------------------------------------------------------------------------------

b) 1,750,310 (one million seven hundred fifty thousand three hundred ten) votes for the Resolution as such were cast, there were 289,510 (two hundred eighty-nine thousand five hundred ten) votes against the Resolution and no votes abstained, --------------------------------------------------------------------------------

therefore the Resolution was adopted. ---------------------------------------------------------------------------------