Benefit Systems S.A.

Legal Proceedings Report • Dec 8, 2021

Decision related to antimonopoly proceedings

The Management Board of Benefit Systems S.A., with its registered seatin Warsaw (hereinafter, the _quot;Company_quot; or _quot;Issuer_quot; or _quot;Benefit Systems_quot;),in connection with the decision of the President of the Office ofCompetition and Consumer Protection (the UOKiK) (hereinafter, the_quot;President of the UOKiK_quot;) to initiate antimonopoly proceedings (the_quot;Proceedings_quot;), to which referred in report No. 63/2018 of 28 June 2018and further to the Company's reports Nos. 92/2018 of 28 November 2018,20/2019 of 7 May 2019, 39/2019 of 1 October 2019, 7/2020 of 3 March2020, 21/2020 of 30 July 2020, 51/2020 of 28 December 2020, 2/2021 of 4January 2021, 19/2021 of 31 May 2021 and 38/2021 of 27 October 2021would like to announce that on December 8, 2021 the Issuer received adecision of the President of the UOKiK (the _quot;Decision_quot;) issued onDecember 7, 2021 (_quot;Decision Date_quot;) pursuant to Article 12 section 1 ofthe of the Act on Competition and Consumer Protection of 16 February2007, which concerns two suspected infringements (i.e. suspicion ofmaking arrangements for exclusive cooperation with fitness clubs andsuspicion of restricting the possibility of offering services as part ofpackages of sports and recreation services), in connection with whichproceedings were initiated.

According to the Decision, the President of UOKiK did not impose a fineon the Company. The Decision is binding and concludes the Proceedingswith respect to two of the three suspicions.

Pursuant to the Decision, the Company is obliged to:

1. To offer at least one entrepreneur from outside the Issuer's CapitalGroup, which in 2018 offered sports and recreation packages in the B2Bchannel (the _quot;Counterparty_quot;) and, if the parties agree, to provide tothe holders of packages issued by the Counterparty on non-discriminatoryterms sports and recreation services in 11 fitness clubs located incities with more than 200,000 inhabitants and having at least 700 m2 ofsurface area.

The obligation is to be fulfilled by the Issuer within 36 months fromthe Decision Date, for a period from 12 to 15 months; where the durationwill depend among others on whether the Issuer decides to fulfil theobligation in clubs owned prior to the Decision Date or in clubsacquired as part of a share/asset purchase transaction.

2.To make available, within a period of 24 months from the DecisionDate, on its website all criteria required for inclusion of a fitnessclub in the MultiSport programme and other similar schemes operated byBenefit Systems, in the same manner as prior to the Decision Date.

3.Within a period of 24 months from the Decision Date, within theMultiSport programme and other similar programmes operated by theIssuer, undertake cooperation with fitness clubs meeting the criteriafor inclusion in the MultiSport programme and other similar programmesoperated by Benefit Systems. The above obligation does not apply tofitness clubs belonging to the Issuer's competitors, offering sports andrecreation packages in the B2B channel.

A detailed description of the commitments (in Polish language) isattached as an appendix to this report.

With regard to the third suspicion referred to in the Proceedings and inrelation to which the President of the UOKiK issued a decision, of whichthe Issuer informed in report No. 2/2021 of 4 January 2021, the Companyfiled an appeal with the Court of Competition and Consumer Protectionwithin the time limit provided for by law.