Benefit Systems S.A.

M&A Activity • Jan 16, 2019

Execution of an annex to the preliminary agreement with PlatiniumWellness sp. z o.o. and execution of preliminary agreement with MrBartosz Gibała

Further to current report No. 43/2017 of 23 August 2017, the ManagementBoard of Benefit Systems S.A. with its registered seat in Warsaw (the"Issuer") hereby announces that on 16 January 2019, the Issuer and itssubsidiary, i.e. Fitness Place sp. z o.o. with its registered seat inWarsaw, as the purchaser (the "Purchaser") entered into annex (the"Annex") to the preliminary conditional agreement for sale of theorganized parts of the enterprise in the form of fitness clubs of 23August 2017 ("Agreement I") with Platinium Wellness sp. z o.o. with itsregistered seat in Kraków as the seller.

The Issuer hereby also announces that on 16 January 2019, preliminaryconditional agreement for sale of the organized part of enterprise inthe form of fitness club ("Agreement II") was entered into among theIssuer, the Purchaser, and Mr Bartosz Gibała, conducting businessactivity under the name of Bartosz Gibała Platinium with its registeredseat in Kraków (the "PBG").

In accordance with the original content of Agreement I in its wording of23 August 2017, the parties were obliged to enter into final agreementfor sale until 30 June 2019, whereby the object of sale consisted ofthree organized parts of enterprise of the Seller that were situated inthe Małopolskie voivodship. In accordance with the content of AgreementI, as amended by the Annex, the parties are obliged to enter into finalagreement for sale until 30 June 2019, whereby the object of sale nowconsists of two organized parts of enterprise of the Seller situated inthe Małopolskie voivodship at the aggregate price not exceeding PLN11,300,000.00. A change in the amount of the sale price with respect tothe price established in accordance with the original wording ofAgreement I resulted from change in the object of the final saleagreement and from the fact that the Seller had incurred expenditures toperform the fit-out works with respect to the additional floorage of thepremises in which the business activity of one of the organized parts ofthe enterprise is conducted. In connection with acquisition of theorganized parts of enterprise which are referred to above, the Purchaserwill assume the obligations that are directly related to the businessactivity of the organized parts of enterprise in the total amount notexceeding PLN 400,000.00 PLN. Furthermore, in accordance with AgreementI, the Issuer has stood surety for all the obligations of the Purchaserarising from Agreement I up to the amount of PLN 9,250,704.31.

In accordance with the content of Agreement II, the Purchasers undertookto enter into final agreement for sale of the organized part ofenterprise PBG situated in the Małopolskie voivodiship at the price notexceeding PLN 4,671,000.00 until 31 January 2019. Agreement II providesfor a number of conditions precedent regarding execution of the finalagreement for sale of the organized parts of enterprise PBG that arereserved in favour of the Purchaser. In connection with the acquisitionof the organized parts of enterprise PBG, the Purchaser will assume theobligations directly related to the business activity of the organizedparts of enterprise in the total amount not exceeding PLN 200,000.00PLN. Furthermore, in accordance with Agreement II, the Issuer has stoodsurety for all the obligations of the Purchaser arising from AgreementII up to the amount of PLN 3,671,000.00.

Investment activities executed by the Issuer and by the subsidiaries ofthe Issuer are aimed at providing the sports card users with broadaccess to a range of attractive sports and recreation facilities and themost popular fitness and training activities.