Benefit Systems S.A.

Capital/Financing Update • Aug 18, 2020

Setting up a bond issue programme and entering into an agency agreement

The Management Board of Benefit Systems S.A. with its registered seat inWarsaw (hereinafter, the "Company," or the "Issuer") hereby announcesthat on this day, they have adopted a resolution to set up a programmefor the issuance of the Company's bonds with the total nominal value notexceeding PLN 100,000,000.00 (the "Programme") and entered into anagency agreement for the Programme (the "Agency Agreement"), on thebasis of which Haitong Bank, S.A. Spółka Akcyjna Oddział w Polsce (the"Haitong Bank"), will be acting as the arranger, calculation agent,bondholder agent, documentation agent and dealer in connection with thearrangement and support of the Programme and the issue of bondsthereunder. All the bonds issued under the Programme will be secured onthe shares of selected subsidiaries of the Issuer's Capital Group, onfitness equipment and on the Benefit Systems trademark. The Programmewas approved by the Supervisory Board of the Company.

The Company intends to launch the bond issue under the Programme in Q32020, on condition of opportune market environment and subject tosetting up the collaterals envisaged in the Programme. The Company willmake the final decision concerning the issue of bonds as part of theProgramme and on the terms and conditions of such issue at the stage ofadoption of the respective resolution by the Management Board of theCompany, which will be announced by the Company in a subsequent currentreport.

The terms and conditions of the Programme provide that on condition thatthe Company and Haitong Bank enter into underwriting agreement (thisagreement will not be an issue guarantee agreement within the meaning ofArticle 14a of the Act on Public Offering) and the conditions specifiedin that agreement are met, Haitong Bank has committed to subscribe forbonds with the nominal value of up to PLN 100,000,000.00. The bonds willbe issued pursuant to Article 33.1 of the Bonds Act of 15 January 2015;however, the offer will only be directed to the qualified investorswithout an obligation to publish a prospectus or information memorandumin accordance with Article 1.4 (a) of the Prospectus Regulation. TheIssuer will apply that all the bonds issued as part of the Programme areintroduced to trading in the alternative trading system operated by theWarsaw Stock Exchange S.A.

The purposes of individual bond series issues are not specified in theterms and conditions of the Programme, however, the purpose of Bondsissue may be specified in the terms and conditions of specific seriesBond issue. The Issuer has set up the Programme driven by the intentionof diversifying the sources of financing of the Capital Group of theCompany under the conditions of increasing uncertainty of the marketenvironment associated with the COVID-19. The funds from the issue maybe allocated for the development of the Capital Group, in particular onforeign markets.