Benefit Systems S.A.

M&A Activity • Oct 11, 2018

TheManagement Board of Benefit Systems S.A., with its registered seat inWarsaw (hereinafter, the "Issuer"), acting on the basis of art. 17 item1 and 4 of Regulation (EU) No 596/2014 of the European Parliament and ofthe Council of16 April 2014 onmarket abuse (market abuse regulation) and repealing Directive 2003/6/ECof the European Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC ("MAR"), hereby discloses thefollowing inside information, the disclosure of which was delayed on thebasis of Art. 17 item 4 of MAR Regulation.

Thecontent of the inside information the disclosure of which was delayed:

Inreference to current reports no. 04/2017 of 12 January 2017 and no.23/2016 of 1 July 2016, the Management Board of the Issuer herebyannounces that on 4 October 2018 the Supervisory Board of the Issuergranted consent for execution of annex no. 2 ("Annex") to investmentagreement of 30 June 2016 as amended by annex no. 1 of 12 January 2017(the "Agreement") between Fit Invest sp. z o.o. with its registered seatin Warsaw ("Fit Invest"), a subsidiary of the Issuer, and Mr MarcinWawrzycki, Ms Katarzyna Zgierska, Mr Tomasz Nowiński, Mr GrzegorzZgierski and Fit Fabric sp. z o.o. with its registered seat in Łódź("Fit Fabric") and execution of agreements for acquisition indicatedbelow stake in share capital of Fit Fabric. In case of execution of theAnnex, conditions of acquisition of remaining share capital in FitFabric which the Issuer communicated in current report no. 23/2016 areto be changed.

Inrelation to planned execution of the Annex, a new share acquisitionagreement will be executed, based on which Fit Invest will acquire 22.5%of share capital in Fit Fabric for PLN 9 645 000 from Mr MarcinWawrzycki, Ms Katarzyna Zgierska and Mr Tomasz Nowiński. In addition, inperformance of the Agreement and also in accordance with the plannedpreliminary agreement Fit Invest will acquire the remaining 47.5% inshare capital of Fit Fabric for no more than PLN 30 875 000 until 31July 2021.

Forthe sake of protection of the legitimate interests of the Issuer, thedisclosure of Inside Information about granting consent by theSupervisory Board of the Issuer for the execution of Annex to theAgreement and transactions described above was delayed starting from 4October 2018 until the moment of signing of the Annex, and thusconclusion of all related negotiations. Immediate disclosure of theaforementioned information could have triggered specific marketcircumstances or third-party behavior, which, in the Issuer's opinion,could have potentially jeopardized the negotiations conducted withshareholders of Fit Fabric.

Promptlyupon publication of this Report, the Issuer, acting pursuant to Article17 item 4, third paragraph, of the MAR Regulation, will inform thePolish Financial Supervisory Authority about delay in disclosure of thesaid inside information, by filing a written explanation concerningfulfilment of the terms and conditions set forth in Article 17 item 4letter points a) - c) of the MAR Regulation.

Executionof an Annex to Investment Agreement and acquisition of shares in FitFabric

Furthermore,in reference to current report No. 04/2017 of 12 January 2017 andcurrent report No. 23/2016 of 1 July 2016, the Management Board of theIssuer, hereby announces that on 11 October 2018, Issuer's subsidiaryFit Invest executed the following documents:

1.Annex to the Agreement, concerning investment into company Fit Fabric;the Annex was entered into with Mr Marcin Wawrzycki, Ms KatarzynaZgierska, Mr Tomasz Nowiński, Mr Grzegorz Zgierski and with the FitFabric; and

2.Agreementfor sale of shares in the Fit Fabric(the"Share Sale Agreement") and preliminary conditional agreement for saleof shares in Fit Fabric (the "Preliminary Agreement"); the saidagreements were entered into with MrMarcinWawrzycki, Ms Katarzyna Zgierska and Mr Tomasz Nowiński.

Onthe basis of the Share Sale Agreement, Fit Invest has acquired a blockof 22.5% shares in the share capital of Fit Fabric at the aggregateprice of PLN 9 645 000.00. As a result of the transaction, Fit Invest'sshareholding in Fit Fabric rose to 52.5%. The share acquisitiontransaction did not require an approval of concentration from thePresident of the Office of Competition and Consumer Protection.

TheIssuer also announces that as a result of the execution of the Annex,the terms of acquisition of the remaining shares in the share capital ofFit Fabric have changed. In performance of the Agreement and also inaccordance with the Preliminary Agreement, Fit Invest will acquire theremaining 47.5% in the share capital of Fit Fabric for no more than PLN30 875 000 until 31 July 2021 with the final price paid conditional onfinancial performance of Fit Fabric.