Benefit Systems S.A.

Share Issue/Capital Change • May 16, 2018

Execution ofagreements on acquisition of Series F ordinary bearer shares of theCompany

Not fordissemination, publication or distribution, whether directly orindirectly in the territory of or to the United States of America,Australia, Canada, Japan or any other jurisdiction where it could besubject to restrictions or be prohibited by law.

With reference to currentreports No. 15/2018 and No. 16/2018 of 22 March 2018, No. 22/2018 of 3April 2018, No. 28/2018 of 20 April 2018, No. 31/2018 of 8 May 2018, inwhich the Management Board of Benefit Systems S.A. with its registeredoffice in Warsaw (the"Company", the "Issuer")disclosed, among others, the adoption of a decision concerning thelaunch of a private placement of up to 184,000 (one hundred eighty-fourthousand) Series F ordinary bearer shares of the Company (the "SeriesF Shares") pursuant to the resolution of the Extraordinary GeneralMeeting of the Company of 20 April 2018 concerning an increase in theCompany's share capital by way of issuing Series F ordinary bearershares, the exclusion of all the subscription rights of the currentshareholders with regard to Series F Shares, the amending of theArticles of Association of the Company and the seeking of the admissionand the introduction of Series F Shares and rights to Series F shares totrading on a regulated market operated by the Warsaw Stock Exchange andthe dematerialization of Series F shares and rights to Series F shares,Current Report No. 33/2018 of 10 May 2018, in which the Company'sManagement Board disclosed, among others, the determination of the issueprice of Series F Shares, and Current Report No. 34/2018 of 15 May 2018,the Issuer's Management Board informs that the Company learnt on 16 May2018 about the acceptance by the investors of submitted by the Companyoffers to subscribe for 184,000 (one hundred eighty-four thousand)Series F Shares, consequently the Company hereby informs that theCompany concluded with the investors the subscription agreements withrespect to 184,000 (one hundred eighty-four thousand) Series F Shareswith an aggregate value, understood as the product of the number of theSeries F Shares subscribed for and the issue price of Series F Shares ofPLN 1,035.00 (one thousand thirty-five) per one Series F Share,amounting to PLN 190,440,000.00 (one hundred ninety million four hundredforty thousand].

Furthermore, the Issuerinforms that the cash contributions for the Series F Shares have beenmade in the full amount.

Disclaimer:

This current report wasprepared in accordance with Article 17 Section 1 of Regulation No.596/2014 of the European Parliament and of the Council of 16 April 2014on market abuse (market abuse regulation) and repealing Directive2003/6/EC of the European Parliament and of the Council and CommissionDirectives 2003/124/EC, 2003/125/EC and 2004/72/EC.Thiscurrent report is solely for information purposes and is published bythe Company exclusively in order to provide essential information onentering into subscription agreements with respect to the ordinarySeries F bearer shares of the Company. This current report is by nomeans intended, whether directly or indirectly, to promote thesubscription of the new shares or the sale of the treasury shares of theIssuer, and does not represent promotional material prepared orpublished by the Company for the purpose of promoting the new shares ortheir subscription or the treasury shares or their resale or for thepurpose of encouraging an investor, whether directly or indirectly, toacquire the treasury shares or subscribe for the new shares. The Companyhas not published any materials aimed at promoting the new shares ortheir subscription or sale of the treasury shares of the Issuer.

Thismaterial or any part thereof is not intended for distribution, whetherdirectly or indirectly, within the territory of or in the United Statesof America or other jurisdictions where such distribution, publicationor use may be subject to restrictions or may be prohibited by law. Thesecurities referred to in this material have not been and will not beregistered under the U.S. Securities Act of 1933, as amended and mayonly be offered or sold within the United States under an exemptionfrom, or in a transaction not subject to, the registration requirementsof the Securities Act.