Benefit Systems S.A.

M&A Activity • Oct 31, 2023

Update of the process of reviewing of options for actions regarding theinvestment in the associated company Calypso Fitness S.A. - conclusionof agreement and executive agreements.The ManagementBoard of Benefit Systems S.A., with its registered seat in Warsaw,Poland (hereinafter: the _quot;Issuer_quot; or the _quot;Company_quot;) announces that aspart of the ongoing review, of which the Company informed in Report No.45/2023 published on September 8, 2023 (the "Report") among others, theshareholders of Calypso Fitness S.A. (_quot;Calypso Fitness_quot; or _quot;CF_quot;), whichare: the Company, Camaro Fundusz Inwestycyjny Zamknięty AktywówNiepublicznych (_quot;Camaro_quot;), and CAL Capital sp. z o.o. (_quot;CC_quot;) on October30, 2023 concluded (i) an agreement, in which key elements of thetransaction, of which the Company informed in the Report have beenconfirmed and (ii) executive agreements i.e.

1. The Issuer concluded conditional agreements to acquire shares incompanies with assets separated from CF in the form of five organizedparts of the CF enterprises (fitness clubs) located in Warsaw (2),Katowice (2), Bytom (1). The condition for the transfer of ownership ofabove mentioned companies is, pursuant to the Article 530 § 2 of theCommercial Companies Code, a registration of the CF spin-off inaccordance with CF's spin-off plan concluded on September 8, 2023.

2. In view of the above on October 30, 2023 shareholders of CF adoptedresolutions on spin-off executed pursuant to Article 529 § 1 point 4 ofthe Commercial Companies Code.

3. The consideration for the acquisition of the company from Camaro(into which assets of 2 fitness clubs located in Katowice and Warsawwill be transferred as a result of spin-off) will amount to PLN9,770,000.00. The consideration for the acquisition of the company fromCC (into which assets of 1 fitness club located in Bytom will betransferred as a result of spin-off) will amount to PLN 3,246,000.00.The consideration for the acquisition of companies from Camaro and CCwill be settled through payment of cash and is conditional, standard forthis kind of transaction. Outstanding liabilities of the acquired clubstowards third parties, not settled as a part of the transaction as ofthe date of conclusion of agreement amount to ca. PLN 2,560,000.00.