Benefit Systems S.A.

M&A Activity • Jun 27, 2019

Furtherto current report No. 4/2019 of 16 January 2019, the Management Board ofBenefit Systems S.A. with its registered seat in Warsaw (the "Issuer")hereby announces that in performance of conditional preliminaryagreement for sale of organized parts of enterprise of 23 August 2017,the Issuer and its subsidiary, i.e. Fitness Place sp. z o.o. with itsregistered office in Warsaw, acting in the capacity of the purchaser,(the "Purchaser"), entered into agreement, with PlatinumWellness sp. z o.o., for sale of organized parts of enterprise takingthe form of two (2) fitness clubs located in Kraków at the total priceof PLN 11,250,704.31 (hereinafter, the "Agreement"). Infurtherance of the Agreement, the Issuer has also stood surety for allthe obligations of the Purchaser arising from the Agreement up to theamount of PLN 9,250,704.31. The ownership title to the above-mentionedorganized parts of enterprise will pass to the Purchaser as of 1 July2019, and no condition will need to be met to this end. In connectionwith the acquisition of the organized parts of enterprise which arereferred to above, the Purchaser has already assumed the obligationsdirectly related to the business activity of the above-mentionedorganized parts of enterprise in the total amount not exceeding PLN400,000.00.

Theexecution of the Agreement finalizes the purchase of the organized partsof enterprise representing twelve (12) fitness clubs operating under thebusiness name of Platinium Fitness, on the basis of the conditionalagreement for sale of the organized part of enterprise, as announced bythe Issuer in current report No. 36/2017 of 20 July 2017 and on thebasis of the conditional preliminary agreement for sale of organizedparts of enterprise, as announced by the Issuer in current report No.43/2017 of 23 August 2017.

Incurrent report No. 59/2017 of 27 October 2017, the Issuer announcedpurchase of organized parts of enterprise taking the form of nine (9)fitness clubs at PLN 38,568,124.91. Consequently, in current report No.5/2019 of 25 January 2019, the Issuer announced purchase of an organizedpart of enterprise taking the form of one (1) fitness club at PLN4,671,000.00. In accordance with the Agreement, the total price for allthe organized parts of enterprise taking the form of 12 fitness clubsamounted to PLN 54,489,829.22.Furtherto current report No. 37/2017 of 20 July 2017, the Management Board ofthe Issuer hereby announces that on 27 June 2019, annex to loanagreement of 20 July 2017 was executed between the Issuer as the lenderand the Purchaser as the borrower. The loan was incurred with a view tofinancing the total purchase price for the organized parts of enterpriseacquired by the Purchaser and for the purchase of additional equipment.On the basis of the annex, the amount of the loan was increased up toPLN 55,500,000. The annex also provides that the loan will be repaid ina single payment until 31 August 2025. Other terms of the loan remainunchanged.

Investments intofitness clubs situated in the Lesser Poland and the Silesian Voivodshipsare made with a view to securing an appropriate training base for theholders of the MultiSport card, which is the flagship product of thecapital group of Benefit Systems.