Benefit Systems S.A.

Share Issue/Capital Change • May 8, 2018

Commencement of theprivate placement of ordinary bearer series F shares in the Company andof the sale (further resale) of the Company’s treasury shares andentering into the placement agreement

Not for release,publication or distribution directly or indirectly, in or into theUnited States of America, Australia, Canada or Japan or in any otherjurisdiction where to do so would be restricted or prohibited by law.

Further to current reportsNo. 15/2018 and No. 16/2018 of 22 March 2018, No. 22/2018 of 3 April2018 and No. 28/2018 of 20 April 2018, the Management Board of BenefitSystems S.A. with its registered office in Warsaw (the “Company”,the “Issuer”) hereby informs that on 8 May 2018 a decisionwas made to take actions aimed at: (i) increasing the share capital ofthe Company through the issuance of 184,000 (one hundred eighty fourthousand) ordinary bearer series F shares in the Company (the “SeriesF Shares”), while depriving the Company’s current shareholders oftheir pre-emptive subscription rights with respect thereto; and (ii)selling (further reselling) 100,000 (one hundred thousand) treasuryshares of the Company (the “Treasury Shares”).

The decision that theCompany take such action was made further to the resolutions of theExtraordinary General Meeting of the Company adopted on 20 April 2018:1) on the increase in the share capital of the Company by way of issuingordinary bearer Series F shares, on entirely depriving the existingshareholders of their pre-emptive subscription rights with respect toall Series F shares, on amendments to the Articles of Association of theCompany and seeking of admission to trading and the introduction of theSeries F shares and the rights to Series F shares to trading on theregulated market operated by the Warsaw Stock Exchange (GiełdaPapierów Wartościowych w Warszawie S.A.), as well as onthe dematerialization of the Series F shares and the rights to theSeries F shares (the “Resolution on the Issue of Series F Shares”)and 2) on the authorization granted to the Management Board of theCompany to sell (further resell) the Company’s treasury shares (the “TreasuryShares Resale Resolution”) (collectively, the “Resolutions”).

The Company will effectthe issue of the Series F Shares through a private placement within themeaning of Article 431 § 2 Clause 1 of the Commercial Companies Code,addressed exclusively to selected investors, while the sale (furtherresale) of the Treasury Shares will be effected by making an offer forthe purchase of the Treasury Shares, also addressed exclusively toselected investors.

Pursuant to the Company’sdecision, the issuance of the Series F Shares and the sale of theTreasury Shares (the “Offering”) will be effected in theform of: (i) a public offering within the meaning of Article 3 Section 1of the Act of 29 July 2005 on Public Offering, the Conditions forIntroducing Financial Instruments to an Organized Trading System, andPublic Companies (the “Public Offering Act”), for which noprospectus or other offering document is required, addressed toprofessional clients within the meaning of the Act of 29 July 2005 onTrading in Financial Instruments (the “Act on Trading”) andto investors who, subject to the terms set forth in the Resolutions,will acquire the Series F Shares or the Treasury Shares with a value (ascalculated based on the issue price or the sale price, respectively, asat the day of setting such price) of at least EUR 100,000.00 (onehundred thousand euro) (calculated separately for the Series F Sharesand the Treasury Shares), in Poland, and (ii) a private placementaddressed to: (a) qualified institutional buyers in the United States ofAmerica in a private placement under Section 4(a)(2) under the U.S.Securities Act of 1933, as amended (the “U.S. Securities Act”)and pursuant to other exemptions from the registration requirementsstipulated by the U.S. Securities Act, as well as (b) institutionalinvestors outside the United States of America in accordance withRegulation S under the U.S. Securities Act.

TheSeries F Shares and the Treasury Shares will first be offered to thoseof the Eligible Investors invited to participate in the book-buildingprocess for the Series F Shares or the Treasury Shares who were theCompany’s shareholders as at the end of 20 April 2018 (the “PreferenceDay”), and at that time held Company shares carrying the right toexercise at least 0.5% of the total number of votes in the Company, andalso meet the remaining conditions stipulated by the Resolutions, whichinclude presenting, during the book-building process, a documentconfirming that a given entity was the Company’s shareholder on thePreference Day (the “Eligible Investors”).

Inorder for the Eligible Investors to participate in the private placementof the Series F Shares and the sale of the Treasury Shares on preferredterms, the Eligible Investors shall submit by 12:00 PM (noon) CET on 10May 2018, a document confirming that the given Eligible Investor was ashareholder of the Company on the Preference Day (a document in the formof “information on the securities account balance” should at leastprovide the information on the identification of the shareholder and thenumber of shares of the Company held by the shareholder as at the end ofday on 20 April 2018), to the following address:WAWSecMiddleOffice@pekaoib.plor Syndicate@wood.com, in case of investors from all the jurisdictionsapart from Canada, or to the following address: ir@benefitsystems.pl, incase of investors from Canada.

Inrespect of the Series F Shares, Eligible Investors Entitled to thePreferential Allocation, as defined in the Resolution on the Issue ofSeries F Shares, will have preference to subscribe for Series F Shares,that is, provided that the maximum number of Series F Shares authorizedpursuant to the Resolution on the Issue of the Series F Shares isissued, every 14 (fourteen) shares held by an Eligible InvestorsEntitled to the Preferential Allocation will carry the right tosubscribe for 1 (one) Series F Share.

Inrespect of the Treasury Shares, Eligible Investors Entitled to thePreferential Allocation, as defined in the Treasury Shares ResaleResolution, will have preference to acquire Treasury Shares, that is,provided that the maximum number of Treasury Shares authorized pursuantto theTreasuryShares ResaleResolutionis sold, every 26 (twenty six) shares held by an Eligible InvestorsEntitled to the Preferential Allocation will carry the right to acquire1 (one) Treasury Share.

The ultimate numbers ofthe Series F Shares and the Treasury Shares to be offered forsubscription or acquisition, as the case may be, by the EligibleInvestors and the issue price of the Series F Shares and the sale priceof the Treasury Shares will be determined by the Management Board of theCompany upon the completion of the book-building process, depending onthe level of investor interest in the subscription for the Series FShares and the acquisition of the Treasury Shares.

TheSeries F Shares and the Treasury Shares will be ultimately offered tosuch Eligible Investors who will be indicated in a resolution of theManagement Board adopted upon the completion of the book-buildingprocess.

The sale of the TreasuryShares by the Company is expected to take place on 15 May 2018, byexecution of block trades (under the book-building process).

Subscription agreementsfor the Series F Shares are expected to be executed by 16 May 2018, andcash payments for the Series F Shares are expected to be made within thedeadline and to the subscription account of the Offering Agent (asdefined below) indicated in the subscription agreements for the Series FShares.

Furthermore, on 8 May 2018the Company entered into a conditional placement agreement for theSeries F Shares and the Treasury Shares with Pekao Investment BankingS.A. (“Pekao IB”; the “Offering Agent”)and Wood & Company Financial Services, a.s. Spółka Akcyjna, Oddział wPolsce (“Wood”) (Pekao IB and Wood are collectivelyhereinafter referred to as the “Managers”) (the “PlacementAgreement”).

Pursuant to the PlacementAgreement, the Managers agreed to provide services for the purpose ofthe placement of the Series F Shares and the Treasury Shares on theterms set out in that agreement, and in particular to use their bestefforts to solicit potential investors and solicit the subscriptions andacquisition, and payment for the shares by such investors. However, theManagers are under no obligation to guarantee the success of the issueof the Series F Shares or the sale of the Treasury Shares. The PlacementAgreement contains standard conditions for Managers’ undertakingsencountered in such agreements entered into in connection withtransactions similar to the Series F Shares offering and the TreasuryShares offering, including conditions related to force majeure and theoccurrence of a material adverse change in the Company’s situation. ThePlacement Agreement also contains representations and warrantiesconcerning the Issuer, its capital group and their operations, withinthe standard scope of such representations and warranties made by theissuers of securities in such agreements related to transactions similarto the Series F Shares offering and the Treasury Shares offering. ThePlacement Agreement may be terminated on the terms specified therein,including in the event of failure of entering into the pricingsupplement to the Placement Agreement, in which the parties to thePlacement Agreement will agree, inter alia, the issue price of Series FShares and the sale price of Treasury Shares. The Placement Agreement isgoverned by the laws of the Republic of Poland and subject tojurisdiction of Polish courts. The Placement Agreement stipulates thatthe Managers and other persons named in the Placement Agreement shall beindemnified and held harmless against certain claims, liabilities orcosts that might be sought from or raised against the Managers or otherdesignated persons in connection with the Placement Agreement (indemnityclause).

Subject to customaryexemptions and certain other exemptions agreed between the Issuer andthe Managers, the Issuer has agreed under the Placement Agreement not toissue, sell or offer shares for a period from the date of execution ofthe Placement Agreement until the earlier of: (i) the lapse of 180 daysfollowing the initial listing date of the rights to the Series F Shares,or the (ii) lapse of 210 days following the execution of the PlacementAgreement (the “Lock-up Restriction). The Lock-upRestriction ceases to apply in the event of termination of the PlacementAgreement on the terms specified therein, including in case of thefailure of entering into the pricing supplement to the PlacementAgreement.

Additionally, the Companyhas learnt that on 8 May 2018 Mr. James Van Bergh and Benefit InvestLtd. (the “Key Shareholders”), subject to customaryexemptions and certain other exemptions agreed between each of the KeyShareholders and the Managers, agreed not to sell or offer without theconsent of the Managers any shares (the “Key Shareholders’Lock-up Restriction) for a period from the date of execution ofthe agreement concerning the Key Shareholders’ Lock-up Restriction untilthe earlier of: (i) the lapse of 180 days following the initial listingday of the rights to Series F Shares or (ii) the lapse of 210 daysfollowing the execution of the agreement concerning the KeyShareholders’ Lock-up Restriction. The Key Shareholders’ Lock-upRestriction ceases to apply in the event of termination of the PlacementAgreement on the terms specified therein, including in case of thefailure of entering into the pricing supplement to the PlacementAgreement or if all theSeriesF Shares and the Treasury Shares subject to the Offeringhave not been registered on the securities accounts of the investors orthe Managers’ accounts acting on behalf of the investors by the end ofJune, 2018.The Issuer will seek to have the Series F Shares, and,subject to satisfaction of the regulatory requirements for suchadmission and introduction also to have rights to the Series F Shares,admitted and introduced to trading on the regulated market operated bythe Warsaw Stock Exchange (the “Admission”). For thepurpose of the Offering and the Admission, the disclosure to the publicof a prospectus or an information memorandum is not required and theIssuer is not carrying out and will not carry out any promotionalactivities in respect of the Offering.

Disclaimer: 

This current reportwas prepared in accordance with Article 17 Section 1 of Regulation No596/2014 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 on theexecution of the Placement Agreement by Benefit Systems S.A., PekaoInvestment Banking S.A. and WOOD & Company Financial Services, a.s.Spółka Akcyjna, Oddział w Warszawie and the commencement of the privateplacement of ordinary bearer series F shares in the Company, and thesale (further resale) of the Company’s treasury shares. This currentreport is by no means intended, whether directly or indirectly, topromote the subscription of the new shares or sale of the treasuryshares of the Issuer and does not represent promotional materialprepared or published by the Company for the purpose of promoting thenew shares or their subscription or the sale of the treasury shares ofthe Issuer for the purpose of encouraging an investor, whether directlyor indirectly, to acquire the treasury shares or subscribe for the newshares. The Company has not published any materials aimed at promotingthe new shares or their subscription or sale of the treasury shares ofthe Issuer.

Thismaterial is not intended for distribution, whether directly orindirectly, within the territory of or in the United States of Americaor other jurisdictions where such distribution, publication or use maybe subject to restrictions or may be prohibited by law. The securitiesreferred to in this material have not been and will not be registeredunder the U.S. Securities Act of 1933, as amendedand may only beoffered or sold within the United States under an exemption from, or ina transaction not subject to, the registration requirements of theSecurities Act.

Thiscurrent report is not, and under no circumstances is to be construed as,a prospectus, an offering memorandum, an advertisement or a publicoffering of the securities described herein in Canada or any province orterritory thereof. No securities commission or similar regulatoryauthority in Canada has reviewed or in any way passed upon this currentreport, the information contained herein or the merits of the securitiesdescribed herein and any representation to the contrary is an offence.Underno circumstances is this current reportto be construed as an offer to sell securities or as asolicitation of an offer to buy securities in any jurisdiction ofCanada.Anyoffer or sale of the securities described herein in Canada will be madein accordance with applicable Canadian law and under an exemption fromthe requirements to file a prospectus with the relevant Canadiansecurities regulators and only by a dealer registered under applicablesecurities laws or, alternatively, pursuant to an exemption from thedealer registration requirement in the relevant province or territory ofCanada in which such offer or sale is made.