Benefit Systems S.A.

AGM Information • Jun 25, 2019

Resolutions adopted by the Ordinary General Meeting of Shareholders of Benefit Systems S.A. on June 25, 2019

Resolution No. 1/25.06.2019 of the Ordinary 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 25 June, 2019, on electing the Chairperson of the General Meeting

§1.

The Ordinary General Meeting of Shareholders hereby elects Mr. Łukasz Sieczka to the Chairman of the General Meeting.

§2.

The Resolution enters into force upon its adoption.

Mrs. Izabela Walczewska-Schneyder found that 2 112 646 (two million one hundred twelve thousand six hundred forty-six) votes for the Resolution as such were cast in the secret voting, which represented 73.90% (seventy three and ninety 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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares, out of total 2 858 842 (two million eight hundred fifty-eight thousand eight hundred forty-two) shares, were represented at the Ordinary General Meeting of Shareholders, entitling to 2 112 646 (two million one hundred twelve thousand six hundred forty-six) votes, which accounted for 73.90% (seventy three and ninety hundredth percent) of share capital of the Company eligible for the Ordinary General Meeting, ------------------------------------

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

Resolution No. 2/25.06.2019

of the Ordinary 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 25 June, 2019,

on withdrawing from the election of the Counting Committee

§1.

The Ordinary 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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 1 784 318 (one million seven hundred eighty four thousand three hundred eighteen) votes for the Resolution as such were cast, there were no votes against the Resolution and 328 328 (three hundred twenty eight thousand three hundred twenty eight) votes abstained---------------------------- therefore the Resolution was adopted -------------------------------------------------------------

Resolution No. 3/25.06.2019 of the Ordinary 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 25 June, 2019, on approving the agenda of the General Meeting

§1.

The Ordinary General Meeting of Shareholders hereby approves the agenda of the General Meeting which takes place on 25 June 2019, at 03.00 p.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. Presentation of the Supervisory Board:
  2. a. a concise assessment of the Company's financial position, including the internal control system and the management system of significant risks,
  3. b. the Report of the Supervisory Board for 2018 and the assessment of the activities of the Supervisory Board during 2018.
• 1. Reviewing and approving the Report of the Supervisory Board on the audit of the financial statements and of the Directors' Report of the Management Board for 2018.
• 1. Reviewing and approving the financial statements of the Company Benefit Systems S.A. for 2018.
• 1. Reviewing and approving the Directors' Report of the Management Board for 2018.
• 1. Reviewing and approving the Report of the Supervisory Board on the audit of the consolidated financial statements and of the Directors' Report on the Capital Group Benefit Systems for 2018.
• 1. Reviewing and approving the consolidated financial statements of the Capital Group Benefit Systems for 2018.
• 1. Reviewing and approving the Directors' Report of the Management Board on the activities of the Capital Group Benefit Systems for 2018.
• 1. Adopting the resolution on the appropriation of net profit for 2018.
• 1. Adopting the resolution on granting a vote of acceptance to the Members of the Company's Management Board.
• 1. Adopting the resolution on granting a vote of acceptance to the Members of the Company's Supervisory Board.
• 1. Adopting the resolution on acquiring the treasury shares of the Company Benefit Systems S.A. and on creating the reserve for acquiring the Company's treasury shares.
• 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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 4/25.06.2019

of the Ordinary 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 25 June, 2019,

on approving the Report of the Supervisory Board of the Company BENEFIT SYSTEMS S.A. on the performed assessment of the reports of the Company for 2018

§1.

The Ordinary General Meeting of Shareholders hereby approves the Report of the Supervisory Board on the performed assessment of the financial statements and of the Directors' Report of the Management Board for 2018, as annexed to the Resolution of the Company's Supervisory Board.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 091 878 (two million ninety one thousand eight hundred seventy eight) votes for the Resolution as such were cast, there were no votes against the Resolution and 20 768 (twenty thousand seven hundred sixty eight) votes abstained---------------------------- therefore the Resolution was adopted -------------------------------------------------------------

Resolution No. 5/25.06.2019

of the Ordinary 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 25 June, 2019, on approving the financial statements of BENEFIT SYSTEMS S.A. for 2018

§1.

The Ordinary General Meeting of Shareholders hereby approves the financial statements of the Company under the business name Benefit Systems Spółka Akcyjna for the financial year 2018, which consists of:

• 1) the balance sheet as of 31 December 2018, showing total assets and total liabilities and equity in the amount of PLN 994,824 thousand (in words: nine hundred and ninety-four million eight hundred twenty-two thousand zloty)
• 2) the income statement for the financial year until 31 December 2018, showing inter alia:
  • a) net revenues from sales in the amount of PLN 787,413 thousand (in words: seven hundred eighty-seven million four hundred thirteen thousand zloty),
  • b) net profit in the amount of PLN net profit in the amount of PLN 145,995 thousand (in words: one hundred forty-five million nine hundred ninety-five thousand zloty)
• 3) the additional information
• 4) the statement of cash flows for the financial year until 31 December 2018, showing a net balance of cash and cash equivalents in the amount of PLN 18,945 thousand (in words: eighteen million nine hundred forty-five thousand zloty)
• 5) the statement of changes in equity for the financial year until 31 December 2018, showing equity in the amount of PLN 690,936 thousand (in words: six hundred ninety million nine hundred thirty six thousand zloty).

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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 6/25.06.2019 of the Ordinary 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 25 June, 2019, on approving the Directors' Report of the Company's Management Board for 2018

§1.

The Ordinary General Meeting of Shareholders hereby approves the Directors' Report of the Management Board of the Company BENEFIT SYSTEMS Spółka Akcyjna for 2018.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 7/25.06.2019

of the Ordinary 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 25 June, 2019,

on approving the Report of the Supervisory Board of the Company BENEFIT SYSTEMS S.A. on the performed assessment of the reports of the Capital Group Benefit Systems for 2018

§1.

The Ordinary General Meeting of Shareholders hereby approves the Report of the Supervisory Board on the performed assessment of the consolidated financial statements and of the Directors' Report of the Capital Group Benefit Systems for 2018, as annexed to the Resolution of the Company's Supervisory Board.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 8/25.06.2019

of the Ordinary 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 25 June, 2019,

on approving the consolidated financial statements of the Capital Group BENEFIT SYSTEMS

§1.

The Ordinary General Meeting of Shareholders hereby approves the consolidated financial statements of the Capital Group Benefit Systems for the financial year 2018, which consists of:

• 1) the balance sheet as of 31 December 2018, showing total assets and total liabilities and equity in the amount of PLN 1,088,665 thousand (in words: one billion eighty-eight million six hundred sixty-five thousand zloty);
• 2) the income statement for the financial year until 31 December 2017, showing inter alia:
  • a) net revenues from sales in the amount of PLN 1,219,571 thousand (in words: one billion two hundred nineteen million five hundred seventy-one thousand zloty);
  • b) net profit in the amount of PLN 116,190 thousand (in words: one hundred sixteen million one hundred ninety thousand zloty);
• 3) the additional information,
• 4) the statement of cash flows for the financial year until 31 December 2018, showing a net balance of cash and cash equivalents in the amount of PLN 75,819 thousand (in words: seventy-five million eight hundred nineteen thousand zloty);
• 5) the statement of changes in equity for the financial year until 31 December 2018, showing equity in the amount of PLN 566,969 thousand (in words: five hundred sixty-six million nine hundred sixty-nine thousand zloty).

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 9/25.06.2019 of the Ordinary 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 25 June, 2019,

on approving the Directors' Report of the Management Board of the Company BENEFIT SYSTEMS S.A on the activities of the Capital Group BENEFIT SYSTEMS

§1.

The Ordinary General Meeting of Shareholders hereby approves the Directors' Report of the Management Board of the Company BENEFIT SYSTEMS S.A on the activities of the Capital Group BENEFIT SYSTEMS in 2018.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 10/25.06.2019

of the Ordinary 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 25 June, 2019,

on the appropriation of net profit for 2017

§1.

The Ordinary General Meeting of Shareholders hereby decides to allocate the total net profit of PLN 145,994,922.60 thousand (in words: one hundred forty-five million nine hundred ninety-four thousand nine hundred twenty two 60/100), to the statutory capital reserve.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 11/25.06.2019 of the Ordinary 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 25 June, 2019,

on granting a vote of acceptance to the Member of the Company's Management Board

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mrs. Izabela Walczewska-Schneyder for the discharge of his duties as Member of the Management Board during 2018.

§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, 2 107 556 (two million one hundred seven thousand five hundred fifty-six) shares were voted, which represented 73.72% (seventy three and seventy two hundredth percent) of the share capital of the Company, i.e. 2 107 556 (two million one hundred seven thousand five hundred fifty-six) valid votes were cast,----------------------------

b) 2 107 556 (two million one hundred seven thousand five hundred fifty-six) 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. 12/25.06.2019 of the Ordinary 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 25 June, 2019,

on granting a vote of acceptance to the Member of the Company's Management Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mrs. Emilia Rogalewicz for the discharge of his duties as Member of the Management Board during 2018.

§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, 2 111 565 (two million one hundred eleven thousand five hundred sixty-five) shares were voted, which represented 73.86% (seventy three and eighty six hundredth percent) of the share capital of the Company, i.e. 2 111 565 (two million one hundred eleven thousand five hundred sixty-five) valid votes were cast,----------------------------

b) 2 111 565 (two million one hundred eleven thousand five hundred sixty-five) 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. 13/25.06.2019

of the Ordinary 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 25 June, 2019,

on granting a vote of acceptance to the Member of the Company's Management Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Adam Radzki for the discharge of his duties as Member of the Management Board during 2018.

§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, 2 109 626 (two million one hundred nine thousand six hundred twenty-six) shares were voted, which represented 73.79% (seventy three and seventy nine hundredth percent) of the share capital of the Company, i.e. 2 109 626 (two million one hundred nine thousand six hundred twenty-six) valid votes were cast,----------------------------

b) 2 109 626 (two million one hundred nine thousand six hundred twenty-six) 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. 14/25.06.2019 of the Ordinary 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 25 June, 2019,

on granting a vote of acceptance to the Member of the Company's Management Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Grzegorz Haftarczyk for the discharge of his duties as Member of the Management Board during 2018, since 1 January 2018 until 20 November 2018.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 15/25.06.2019

of the Ordinary 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 25 June, 2019, on granting a vote of acceptance to the Member of the Company's Management Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Arkadiusz Hanszke for the discharge of his duties as Member of the Management Board during 2018, since 1 January 2018 until 20 November 2018.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 16/25.06.2019

of the Ordinary 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 25 June, 2019, on granting a vote of acceptance to the Member of the Company's Management Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Wojciech Szwarc for the discharge of his duties as Member of the Management Board during 2018, since 23 July 2018 until 31 December 2018.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 17/25.06.2019 of the Ordinary 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 25 June, 2019, on granting a vote of acceptance to the Member of the Company's Supervisory Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. James Van Bergh for the discharge of his duties as a Member and as Chairman of the Supervisory Board of the Company during 2018.

§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, 1 547 214 (one million five hundred forty seven thousand two hundred fourteen) shares were voted, which represented 54.12% (fifty four and twelve hundredth percent) of the share capital of the Company, i.e. 1 547 214 (one million five hundred forty seven thousand two hundred fourteen) valid votes were cast,----------------------------

b) 1 547 214 (one million five hundred forty seven thousand two hundred fourteen)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. 18/25.06.2019

of the Ordinary 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 25 June, 2019,

on granting a vote of acceptance to the Member of the Company's Supervisory Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Marcin Marczuk for the discharge of his duties as a Member and as Deputy Chairman of the Supervisory Board of the Company during 2018.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 19/25.06.2019 of the Ordinary 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 25 June, 2019,

on granting a vote of acceptance to the Member of the Company's Supervisory Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Artur Osuchowski for the discharge of his duties as a Member of the Supervisory Board of the Company during 2018.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 20/25.06.2019 of the Ordinary 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 25 June, 2019,

on granting a vote of acceptance to the Member of the Company's Supervisory Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Michael Rohde Pedersen for the discharge of his duties as a Member of the Supervisory Board of the Company during 2018, since 12 June 2018 until 31 December 2018.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 21/25.06.2019

of the Ordinary 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 25 June, 2019,

on granting a vote of acceptance to the Member of the Company's Supervisory Board §1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mr. Michael Sanderson for the discharge of his duties as a Member of the Supervisory Board of the Company during 2018.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 22/25.06.2019 of the Ordinary 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 25 June, 2019, on granting a vote of acceptance to the Member of the Company's Supervisory Board

§1.

The Ordinary General Meeting of Shareholders hereby grants a vote of acceptance to Mrs. Zofia Dzik for the discharge of her duties as a Member of the Supervisory Board of the Company during 2018, since 1 January 2018 until 12 June 2018.

§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, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 2 112 646 (two million one hundred twelve thousand six hundred forty-six) 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. 23/25.06.2019

of the Ordinary General Meeting

of company under the business name of BENEFIT SYSTEMS spółka akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 25 June, 2019.

concerning the granting of authorisation to the Management Board acting in the name and on behalf of the Company to acquire the treasury shares of the Company, and concerning the establishing of the principles for acquisition of the treasury shares by the Company

On the basis of Article 362 § 1 Point 8 in conjunction with Article 396 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of the Company hereby resolves as follows:

§ 1

• 1. The General Meeting hereby authorises the Management Board to acquire, while acting in the name and on behalf of the Company, the treasury shares of the Company in a number not exceeding 121,276 (say: one hundred and twenty-one thousand two hundred and seventy-six) shares, i.e. 4.2 % (say: four and 2/10 per cent) of the share capital of the Company, with the total nominal value not exceeding 121,276 (say: one hundred and twenty-one thousand two hundred and seventy-six) zlotys, until 31 December 2019, however, not beyond the period in which the own funds appropriated for the acquisition of treasury shares will be exhausted.
• 1. Only the shares that are covered up in full may be subject to the acquisition.
• 1. The price of the acquired shares may not be lower than PLN 470 (say: four hundred and seventy zlotys) for one (1) share and not higher than PLN 1,100 (say: one thousand and one hundred zlotys) for 1 (one) share.
• 1. The total price for the acquisition of treasury shares on the basis of this authorisation increased by the costs of their acquisition may not be greater than the capital reserves to be established for that purpose on the basis of the respective resolution of this General Meeting.
• 1. The treasury shares to be acquired by the Company may only be appropriated for redemption.

The shares may be acquired either on or outside the regulated market.

§3.

• 1. The Management Board of the Company shall be authorised to undertake any and all factual and legal measures in order to perform the provisions of this resolution.
• 1. The Management Board of the Company shall be authorised to decide at their own discretion if and whether to withdraw from or withhold the execution of the acquisition of treasury shares.

§4.

The resolution shall become effective as of the date of its adoption.

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

a) in the secret voting on the Resolution above, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 1 539 318 (one million five hundred thirty nine thousand three hundred eighteen) votes for the Resolution as such were cast, there were no votes against the Resolution and 573 328 (five hundred seventy-three thousand three hundred twenty eight) votes abstained ---------------------------- therefore the Resolution was adopted -------------------------------------------------------------

Resolution No. 24/25.06.2019 of the Ordinary General Meeting of company under the business name of BENEFIT SYSTEMS spółka akcyjna with its registered seat in Warsaw (hereinafter, the "Company") of 25 June, 2019. concerning the establishing of capital reserves for acquisition of the treasury shares of the

Company

On the basis of Article 362 § 2 Point 3 in conjunction with Article 348 § 1 of the Code of Commercial Companies, the Ordinary General Meeting of the Company hereby resolves as follows:

§ 1

1. The Company hereby establishes capital reserves that is appropriated for the covering of the total purchase price of acquisition by the Company of its treasury shares and of the costs of acquisition of the shares that the Company will acquire on the basis of Article 362 § 1 Point 8 of the Code of Commercial Companies, in the amount of PLN 57,000,000.00 (say: fifty seven million zlotys). The said funds shall be transferred from the supplementary capital that has been established out of

sums that pursuant to Article 348 § 1 of the Code of Commercial Companies may be allocated for distribution among the shareholders of the Company;

• 1. Additionally, the capital reserves, in the amount as specified in sec. 1 above, shall be increased by funds amounting to PLN 9,906,382.60 (say: nine millions, nine hundred and six thousand three hundred and eighty-two and 60/100 zlotys) to be transferred from the reserve capitals that were established on the basis of resolution No. 21/12.06.2015 of the Ordinary General Meeting of the Company of 12 June 2015 (as subsequently amended by resolution No. 24/15.06.2016 of the Ordinary General Meeting of the Company of 15 June 2016) and have not been used up in full.
• 1. The capital reserves are established on the basis of this resolution with a view to the financing of the Company's acquisition of its treasury shares on the basis of resolution No. 23/25.06.2019 of this Ordinary General Meeting of the Company. The capital reserves established on the basis of this resolution are also appropriated for the settlement of accounts related to implementation of the Company's treasury shares buy-back programmes.
• 1. The General Meeting of the Company may change the amount of the capital reserves that are referred to in sec. 1 above.

§2.

The resolution shall become effective as of the date of its adoption.

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

a) in the secret voting on the Resolution above, 2 112 646 (two million one hundred twelve thousand six hundred forty-six) shares were voted, which represented 73.90% (seventy three and ninety hundredth percent) of the share capital of the Company, i.e. 2 112 646 (two million one hundred twelve thousand six hundred forty-six) valid votes were cast,----------------------------

b) 1 539 318 (one million five hundred thirty nine thousand three hundred eighteen) votes for the Resolution as such were cast, there were no votes against the Resolution and 573 328 (five hundred seventy-three thousand three hundred twenty eight) votes abstained ---------------------------- therefore the Resolution was adopted -------------------------------------------------------------