Benefit Systems S.A.

Legal Proceedings Report • Mar 21, 2019

Information regarding a multi-stage transaction resulting in acquisitionof a portion of assets spun off from Calypso Fitness S.A.

The Management Board of Benefit Systems S.A. with its registered seat inWarsaw (hereinafter, the "Company," or the "Issuer") hereby announcesthat in the 2018 consolidated financial statements, the Companyinitially recognized a multi-stage transaction (hereinafter, the"Transaction") the ultimate effect of which included in particular thespinning off of a portion of assets from Calypso Fitness S.A. intoNewCo2 Sp. z o.o. (hereinafter, the "NewCo2") - a subsidiary indirectlycontrolled in 100% by the Issuer as at 31.12.2018. The Company informedon the Transaction in current reports: 10/2018 of 19.02.2018, 13/2018 of27.02.2018, 69/2018 of 9.08.2018, 84/2018 of 31.10.2018 and 85/2018 of2.11.2018).

In accordance with the requirements set out in IFRS 3, upon a businesscombination implemented in stages, the acquirer shall re-measure theparticipations it had in the acquiree at their fair value as of theacquisition date and recognize the resulting profit or loss in thefinancial statements.

Acting in line with the above, the Company accounted for the differencebetween the fair value of NewCo2 and the carrying value of itsshareholding as of the date of the Transaction. As a consequence, theestimated positive effect of settling the Transaction on theconsolidated profit before tax of the Capital Group of Benefit Systemsamounts to PLN 21.5 million and is of a non-cash nature. The recognizedsum constitutes estimation by the Issuer's Management Board that shouldbe examined by auditor and may still change in the 2018 consolidatedfinancial statements of the Capital Group of Benefit Systems. TheManagement Board of the Issuer would like to point that the sumrepresents a temporary appraisal pending completion of the purchaseprice allocation.