Benefit Systems S.A.

AGM Information • Nov 30, 2021

Appendix to current report no. 48/2021 Resolutions adopted by the Extraordinary General Meeting of Shareholders of Benefit Systems S.A. on November 30, 2021

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Resolution No. 1/30.11.2021 of the Extraordinary 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 November 30, 2021, on electing the Chairperson of the General Meeting

§1.

The Extraordinary General Meeting of Shareholders hereby elects Mr. Marcin Marczuk to the Chairman of the General Meeting. ---------------------------------------------------------------------------------------

§2.

The Resolution enters into force upon its adoption. ---------------------------------------------------------

Mr. Marcin Marczuk found that 1,519,632 (one million five hundred nineteen thousand six hundred thirty-two) votes for the Resolution as such were cast in the secret voting, which represented 51.80% (fifty-one and eighty 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 1,519,632 (one million five hundred nineteen thousand six hundred thirty-two) shares, out of total 2,933,542 (two million nine hundred thirty-three thousand five hundred forty-two) shares, were represented at the Extraordinary General Meeting of Shareholders, entitling to 1,519,632 (one million five hundred nineteen thousand six hundred thirtytwo) votes, which accounted for 51.80% (fifty-one and eighty 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. 2/30.11.2021

of the Extraordinary 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 November 30, 2021, on withdrawing from the election of the Counting Committee

§1.

The Extraordinary 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, 1,519,632 (one million five hundred nineteen thousand six hundred thirty-two) shares were voted, which represented 51.80% (fifty-one and eighty hundredth percent) of the share capital of the Company, i.e. 1,519,632 (one million five hundred nineteen thousand six hundred thirty-two) valid votes were cast, ---------------------------------------------------------------------

b) 1,215,744 (one million two hundred fifteen thousand seven hundred forty-four) votes for the Resolution as such were cast, there were no votes against the Resolution and 303,888 (three hundred three thousand eight hundred eighty-eight) votes abstained, --------------------------------------------------- therefore the Resolution was adopted -------------------------------------------------------------------------------

The Chairman of the General Meeting represented that in accordance with the again presented signed list of attendance 1,577,632 (one million five hundred seventy-seven thousand six hundred thirty-two) shares, out of total 2,933,542 (two million nine hundred thirty-three thousand five hundred forty-two) shares, were represented at the Extraordinary General Meeting of Shareholders, entitling to 1,577,632 (one million five hundred seventy-seven thousand six hundred thirty-two) votes, which accounted for 53.78% (fifty-three and seventy-eight hundredth percent) of share capital of the Company eligible for the Extraordinary General Meeting, --------------------------------------------------------------------------------

Resolution No. 3/30.11.2021

of the Extraordinary 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 November 30, 2021,

on approving the agenda of the General Meeting

§1.

The Extraordinary General Meeting of Shareholders hereby approves the agenda of the General Meeting which takes place on November 30, 2021, at 11.00 a.m.:

• 1. Opening the General Meeting. ----------------------------------------------------------------------------- 2. 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 material contents of the plan of merger with MyBenefit 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 occurred from the date of preparation of the merger plan to November 30, 2021. -----------------------------------------------------------------------------------------
• 1. Adoption of resolution concerning a plan of merger of the Company with MyBenefit sp. z o.o. along with the granting of consent for the plan of merger of the companies. ----------------------
• 1. Adopting the resolution on amendment to the Articles of Association of the Company. ---------
• 1. Independent motions.-----------------------------------------------------------------------------------------
• 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, 1,577,632 (one million five hundred seventy-seven thousand six hundred thirty-two) shares were voted, which represented 53.78% (fifty-three and seventyeight hundredth percent) of the share capital of the Company, i.e. 1,577,632 (one million five hundred seventy-seven thousand six hundred thirty-two) valid votes were cast, ---------------------------------------

b) 1,577,632 (one million five hundred seventy-seven thousand six hundred thirty-two) 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. 4/30.11.2021

of the Extraordinary 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 November 30, 2021,

concerning merger of the Company, as the acquiring company,

with MyBenefit 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 the Company under the business name of: BENEFIT SYSTEMS SPÓŁKA AKCYJNA with its registered seat in Warsaw (hereinafter, the "Acquiring Company"), hereby decided as follows:

§ 1

The Acquiring Company will be merged (hereinafter, the "MERGER") with company under the business name of: MyBenefit spółka z ograniczoną odpowiedzialnością with its registered seat in Wrocław (53-333), at ul. Powstańców Śląskich 28/30 entered in the register of business entities of the National Court Register maintained by the District Court for the Wrocław - Fabryczna, VI Commercial Division of the National Court Register, under No. 0000296321, (industry identification number) REGON 020655062, (tax identification number) NIP 8971736512 (hereinafter, the "ACQUIRED COMPANY")

§ 2

The Extraordinary General Meeting hereby grants consent to the merger plan, as agreed between the merging companies on October 22, 2021, and published at the Acquiring Company's website: https://www.benefitsystems.pl/ and the Acquired Company's website: www.mybenefit.pl.

§ 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 of the General Meeting found as follows: --------------------------------------------------------
a) in the secret voting on the Resolution above, 1,577,632 (one million five hundred seventy-seven
thousand six hundred thirty-two) shares were voted, which represented 53.78% (fifty-three and seventy
eight hundredth percent) of the share capital of the Company, i.e. 1,577,632 (one million five hundred
seventy-seven thousand six hundred thirty-two) valid votes were cast, ---------------------------------------

b) 1,577,632 (one million five hundred seventy-seven thousand six hundred thirty-two) 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. 5/30.11.2021

of the Extraordinary 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 November 30, 2021,

concerning amendment to the Articles of Association of the Company.

The Extraordinary General Meeting hereby amends the hitherto content of § 23 Sec. 1 of the Articles of Association of the Company:

"1. The Supervisory Board shall adopt resolutions with an absolute majority of votes with at least one half (1/2) of Supervisory Board members being present, unless the Articles of Association of the Company provide otherwise."

so that they read as follows:

"1. The Supervisory Board shall adopt resolutions with an absolute majority of votes with at least one half (1/2) of Supervisory Board members being present, unless the Articles of Association of the Company provide otherwise. The Supervisory Board adopts resolutions in open voting manner. Secret voting shall be introduced on request of the Supervisory Board member."

§2.

The resolution shall become effective as of the date of its adoption, however, it shall only become legally effective as of the moment when the registry court enters the amendment to the Articles of Association of the Company covered by this resolution in the register of business entities of the National Court Register (KRS).

§3.

The Extraordinary General Meeting hereby authorizes the Supervisory Board of the Company to establish consolidated text of the Articles of Association of the Company reflecting the amendments introduced pursuant to the resolutions of the Extraordinary General Meeting of November 30, 2021, No. 5/30.11.2021 .

The Chairman of the General Meeting found as follows: ------------------------------------------------------- a) in the secret voting on the Resolution above, 1,577,632 (one million five hundred seventy-seven thousand six hundred thirty-two) shares were voted, which represented 53.78% (fifty-three and seventyeight hundredth percent) of the share capital of the Company, i.e. 1,577,632 (one million five hundred seventy-seven thousand six hundred thirty-two) valid votes were cast, ---------------------------------------

b) 1,577,632 (one million five hundred seventy-seven thousand six hundred thirty-two) votes for the Resolution as such were cast, there were no votes against the Resolution and abstentions, -------------- therefore the Resolution was adopted unanimously. -------------------------------------------------------------