Benefit Systems S.A.

AGM Information • Nov 30, 2018

Attachment to Current Report No. 93/2018

Resolutions adopted by the Extraordinary General Meeting of Benefit Systems S.A. on 30 November 2018:

Resolution No. 1/30.11.2018 of the Extraordinary General Meeting of company under the business name of BENEFIT SYSTEMS spółka akcyjna with its registered seat in Warsaw of 30 November, 2018, concerning election of the Chairperson of the Extraordinary General Meeting

___________________________________________________________________________________

§ 1

The Extraordinary General Meeting hereby elects Mr Marcin Marczuk as the Chairperson of the General Meeting.--------------------------------------------------------------------------------------------------------

§ 2

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

Mr. Marcin Marczuk found that 1 607 351 (one million six hundred seven thousand three hundred fifty one) votes for the Resolution as such were cast in the secret voting, which represented 56.22% (fifty six and twenty-two 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, 1 607 351 (one million six hundred seven thousand three hundred fifty one) shares, out of total 2 858 842 (two million eight hundred fifty-eight thousand eight hundred forty-two) shares, were represented at the Extraordinary General Meeting of Shareholders, entitling to 1 607 351 (one million six hundred seven thousand three hundred fifty one) votes, which accounted for 56.22% (fifty six and twenty-two hundredth percent) of share capital of the Company eligible for the Extraordinary General Meeting, -------------------------------------------------------

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

Resolution No. 2/30.11.2018

of the Extraordinary General Meeting

of company under the business name of BENEFIT SYSTEMS spółka akcyjna

with its registered seat in Warsaw

of 30 November, 2018,

concerning election of the Ballot Counting Commission

§ 1

The Extraordinary General Meeting hereby elects the following persons: Iwona Rykaczewska-Kuderska and Weronika Czyżyk-Węgrzyn to form the Ballot Counting Commission.------------------------------------

§ 2

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

The Chairman found as follows: --------------------------------------------------------------------------------------

a) in the secret voting on the Resolution above, 1 607 351 (one million six hundred seven thousand three hundred fifty one) shares were voted, which represented 56.22% (fifty six and twenty-two hundredth percent) of the share capital, i.e. 1 607 351 (one million six hundred seven thousand three hundred fifty one) valid votes were cast,---------------------------------------------------------------------------------------------

b) 1 607 351 (one million six hundred seven thousand three hundred fifty one) 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. 3/30.11.2018

of the Extraordinary General Meeting

of company under the business name of BENEFIT SYSTEMS spółka akcyjna

with its registered seat in Warsaw

of 30 November, 2018,

concerning acceptance of the agenda of the Meeting.

§ 1

The Extraordinary General Meeting hereby accepts the following agneda of the General Meeting held at 10:00 hrs. on 30 November, 2018:

• 1. Opening of the General Meeting.
• 1. Election of the Chairperson of the General Meeting.
• 1. Stating that the General Meeting was duly convened and is capable of adopting valid resolutions.
• 1. Election of the Ballot Counting Commission.
• 1. Acceptance of the agenda.
• 1. Presentation of the material contents of the plan of merger with Fit Invest Sp. z o.o. to the shareholders of the Company along with all the material changes within the assets and liabilities of the Company which occured from the date of preparation of the merger plan to 30 November, 2018.
• 1. Adoption of resolution concerning a plan of merger of the Company with Fit Invest sp. z o.o. along with the granting of consent for the plan of merger of the companies.
• 1. Discussion concerning plan for reorganisation of the structure of the Capital Group of the Company and adoption of a resolution to this end.
• 1. Any other business.
• 1. Closing of the Meeting.

§ 2

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

The Chairman found as follows: --------------------------------------------------------------------------------------

a) in the secret voting on the Resolution above, 1 607 351 (one million six hundred seven thousand three hundred fifty one) shares were voted, which represented 56.22% (fifty six and twenty-two hundredth percent) of the share capital, i.e. 1 607 351 (one million six hundred seven thousand three hundred fifty one) valid votes were cast,---------------------------------------------------------------------------------------------

b) 1 607 351 (one million six hundred seven thousand three hundred fifty one) 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. 4/30.11.2018

of the Extraordinary General Meeting

of company under the business name of BENEFIT SYSTEMS SPÓŁKA AKCYJNA

with its registered seat in Warsaw

of 30 November, 2018,

concerning merger of the company, as the acquiring company,

with company under the business name of: FIT INVEST SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ,

as the acquired company

along with the granting of consent for a plan of merger of the companies

Acting on the basis of Article 506 of the Code of Commercial Companies (hereinafter, the "CCC"), the Extraordinary General Meeting (hereinafter, the "EXTRAORDINARY GENERAL MEETING") of company under the business name of: BENEFIT SYSTEMS SPÓŁKA AKCYJNA with its registered seat in Warsaw (hereinafter, the "ACQUIRING COMPANY"), hereby decided as follows:

The Acquiring Company will be merged (hereinafter, the "MERGER") with company under the business name of: FIT INVEST SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ WITH its registered seat in Warsaw at Plac Europejski 3, 00-844 Warsaw, entered in the register of business entities of the National Court Regiser maintained by the District Court for the capital city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under No. KRS 0000470176, (industry identification number) REGON: 146783641, (tax identifcation number) NIP: 5213652195 (hereinafter, the "ACQUIRED COMPANY").

§ 2

The Extraordinary General Meeting hereby grants consent to the merger plan, as agreed between the merging companies on 18 October 2018, and published at the Acquiring Company's website: https://www.benefitsystems.pl/ and in Monitor Sądowy i Gospodarczy, issue No. 209/2018 (5597), poz. 46962 of 26 October 2018.

§ 3

The merger will be carried out pursuant to Article 492 § 1 Item 1 of the Code of Commercial Companies, by transferring all the assets of the Acquired Company to the Acquiring Company (merger by acquisition).

§ 4

Due to the fact that the Acquiring Company holds 100% of shares in the share capital of the Acquired Company, the merger will be carried out without increasing the share capital of the Acquiring Company. Therefore, as a result of the Merger, no new circumstance will arise that might require a disclosure in the Articles of Association of the Acquiring Company. Consequently, the Articles of Association of the Acquiring Company will not be amended in connection with the Merger.

§ 5

In connection with the Merger, neither any rights nor special benefits, as referred to in Article 499 § 1 Item 5 of the CCC, will be granted, nor any special benefits will be granted to the members of the governing bodies of the merging companies, or other individuals participating in the Merger, as referred to in Article 499 § 1 Item 6 CCC.

§ 6

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

The Chairman found as follows: --------------------------------------------------------------------------------------

a) in the secret voting on the Resolution above, 1 607 351 (one million six hundred seven thousand three hundred fifty one) shares were voted, which represented 56.22% (fifty six and twenty-two hundredth percent) of the share capital, i.e. 1 607 351 (one million six hundred seven thousand three hundred fifty one) valid votes were cast,---------------------------------------------------------------------------------------------

b) 1 607 351 (one million six hundred seven thousand three hundred fifty one) 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. 5/30.11.2018

of the Extraordinary General Meeting

of company under the business name of BENEFIT SYSTEMS SPÓŁKA AKCYJNA

with its registered seat in Warsaw

of 30 November, 2018,

concerning plan for reorganisation of the structure of the Capital Group of the Company

§ 1

Extraordinary General Meeting (hereinafter, the "EXTRAORDINARY GENERAL MEETING") of company under the business name of: BENEFIT SYSTEMS SPÓŁKA AKCYJNA with its registered seat in Warsaw (hereinafter, the "COMPANY") hereby approves the plan for reorganisation of the structure of the Capital Group of the Company, which was adopted on 4 October 2018 in the resolutions of the Supervisory and the Management Boards of the Company (which was publicly announced by the Company in current report No. 77/2018). The plan consists in the simplification of the structureof the group by means of the Company taking over the businesses of the member companies of the Capital Group that conduct business activity in the segment of fitness services on the Polish market (hereinafter, the "REORGANISATION"). Concurently, the Extraordinary General Meeting hereby accepts the present effects of the Reorganisation, recommends it to the Management Board to continue it and to complete the process of Reorganisation in accordance with the assumptions that were publicly announced by the Company in current report No. 77/2018.

§ 2

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

The Chairman found as follows: ------------------------------------------------------------------------------------- a) in the secret voting on the Resolution above, 1 607 351 (one million six hundred seven thousand three hundred fifty one) shares were voted, which represented 56.22% (fifty six and twenty-two hundredth percent) of the share capital, i.e. 1 607 351 (one million six hundred seven thousand three hundred fifty one) valid votes were cast,---------------------------------------------------------------------------------------------

b) 1 607 351 (one million six hundred seven thousand three hundred fifty one) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, -------------------------------

therefore the Resolution was adopted unanimously. ---------------------------------------------------------------