Benefit Systems S.A.

AGM Information • Sep 3, 2019

Notice of calling the Extraordinary General Meeting of Benefit SystemsS.A. to be held at 11:00 a.m. on 4 October, 2019, along with draftresolutions

I. Date and agenda of the General Meeting

Acting on the basis of Article 398 and Article 402(1) § 1 of the Code ofCommercial Companies (hereinafter, the "CCC"), the Management Board ofBenefit Systems S.A. with its registered seat in Warsaw (hereinafter,the "Company") hereby convenes an Extraordinary General Meeting of theCompany to be held on at 11:00 a.m. on 4 October, 2019 (hereinafter, the"General Meeting"). The General Meeting will be held at the registeredseat of the Company in Warsaw, at the offices at Plac Europejski 2, XIthfloor, with the following agenda:

1. Opening of the General Meeting.

2. Election of the Chairperson of the General Meeting.

3. Stating that the General Meeting was duly convened and is capable ofadopting valid resolutions.

4. Election of the Ballot Counting Commission.

5. Acceptance of the agenda.

6. Presentation of the material contents of the plan of merger withZdrofit spółka z ograniczoną odpowiedzialnością, Fabryka Formy spółkaakcyjna, Fitness Academy BIS spółka z ograniczoną odpowiedzialnością,Fitness Place spółka z ograniczoną odpowiedzialnością to theshareholders of the Company along with all the material changes withinthe assets and liabilities of the Company which occurred from the dateof preparation of the merger plan to 4 October, 2019.

7. Adoption of resolution concerning a plan of merger of the Companywith Zdrofit spółka z ograniczoną odpowiedzialnością, Fabryka Formyspółka akcyjna, Fitness Academy BIS spółka z ograniczonąodpowiedzialnością, Fitness Place spółka z ograniczonąodpowiedzialnością along with the granting of consent for the plan ofmerger of the companies.

8. Any other business.

9. Closing of the Meeting.

II. Description of the procedure for participation in the General Meeting

Shareholder(s) representing at least one twentieth (1/20) part of theshare capital may request inclusion of specific matters in the agenda ofthe Meeting. The request should include a statement of grounds thereofor a draft resolution concerning the proposed item of the agenda andshould be sent to the Company in writing or via e-mail to:wz@benefitsystems.pl, on 13 September, 2019, at the latest.

Shareholders submitting this request to the Company's Management Boardshould properly document their authorization to exercise this right andin particular the fact of representing the appropriate amount of theCompany's share capital.

The Company's Management Board is obligated to immediately, however notlater than eighteen days before the scheduled date of the GeneralMeeting, announce changes to the agenda introduced at the request ofshareholders. The announcement is made in a manner appropriate forconvening the General Meeting.

Before the date of the General Meeting, Shareholder(s) representing atleast one twentieth (1/20) part of the share capital may propose,whether in writing or via e-mail sent to: wz@benefitsystems.pl, draftresolutions concerning items included in the agenda of the GeneralMeeting or matters that are to be included in the agenda. Theshareholders should document their authorization to exercise this rightby providing relevant documents in writing, and in particular the factof representing an appropriate share in the Company's capital.

During the General Meeting, each shareholder may propose draftresolutions concerning the items included in the agenda of the Meeting.

Shareholders may participate in the General Meeting in person or througha proxy.

A power of attorney to participate in a General Meeting of the Companyand to exercise the voting right should be granted in writing or in anelectronic form. The power of attorney to participate in the GeneralMeeting of the Company and to exercise the right of vote should begranted in writing or in electronic form and delivered at the e-mailaddress wz@benefitsystems.pl (at the latest by 09.00 on the day of theGeneral Meeting). A power of attorney granted and sent via electronicmail does not require a secure electronic signature that is verifiableusing a valid qualified certificate. As of the date of publication ofthis notice, forms of model power of attorney to be granted and sent viaelectronic mail and forms of voting through a proxy can be downloadedfrom the Company's web site: www.benefitsystems.pl, section:Investors/Corporate governance/General Meeting.

A power of attorney granted and sent via electronic mail by ashareholder who is a natural person should contain the shareholder'sparticulars allowing their identification, including in particular:first name and family name, residence address, personal identificationnumber PESEL, details of the shareholder's identity document: number,date of issuance, name of the issuing authority. A power of attorneygranted and sent in an electronic form by a shareholder who is not anatural person should contain the data, as specified in the foregoingsentence, in relation to the persons granting the power of attorney onbehalf of the shareholder.

A notice that a shareholder has granted power of attorney in anelectronic form should be accompanied by scan(s) of identity document(s)of the shareholder or persons representing the shareholder - if theaforesaid shareholder is not a natural person.

The Company also undertakes other appropriate actions to identify theshareholder and proxy to verify the validity of the power of attorneygranted in electronic form, whereby the actions should be proportionate.

All representatives of legal persons should carry extract from therelevant register, whether in original or in a copy certified by notaryfor its conformity with the original (unless a scan of such an extracthas been sent to the Company together with a power of attorney grantedin electronic form). Shareholders and their representatives should alsocarry their identity documents.

In accordance with rules and regulations of the General Meeting of theCompany, participation in, speaking and exercising of the right to voteby means of electronic instruments of communication or voting bycorrespondence is not permitted.

Registration of shareholders shall start a half an hour beforecommencement of the General Meeting.

III. The date of registration of participation in the General Meetingfalls on 18 September, 2019.Only those who were shareholders onthe date of registration of participation in the General Meeting, i.e.sixteen (16) days before the date of the General Meeting, shall beentitled to participate in the General Meeting.

In order to participate in the General Meeting, an appropriateregistration must be made through the entity maintaining the securitiesaccount. Namely, at the request of the holder entitled to bedematerialized bearer shares of the Company, submitted not earlier thanafter the announcement of convening the General Meeting and no laterthan the first weekday after the date of registration of participationin the General Meeting (i.e. on 19 September 2019), the entitymaintaining the account securities issues a certificate of the right toparticipate in the General Meeting. At the request of the personauthorized in the content of the certificate, a part or all of theCompany's shares registered on his securities account should beindicated.

An individual entitled to participate in the General Meeting may obtainthe full text of the documentation which is to be presented to theGeneral Meeting as well as the draft resolutions at the offices of theManagement Board of the Company in Warsaw, at Plac Europejski 2. A listof shareholders who are entitled to participate in the General Meetingwill also be made available for review at the aforesaid offices (forthree weekdays before the General Meeting). The shareholder may requestthat a list of shareholders entitled to participate in the GeneralMeeting be sent to him free of charge via e-mail, giving the address towhich the list should be sent.

All information concerning the General Meeting will be available at theCompany's web site, at:www.benefitsystems.pl/dla-inwestora/lad-korporacyjny/walne-zgromadzenie/

IV. Draft resolutions

Attached to this current report are draft resolutions, along withstatements of grounds thereof, for the General Meeting of the Company.