Benefit Systems S.A.

M&A Activity • Mar 1, 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 Management Board of Benefit Systems S.A., with its registered seatin Warsaw, Poland (hereinafter: the _quot;Issuer_quot; or the _quot;Company_quot;) announcesthat as part of the ongoing Review, of which the Company informed inReport No. 44/2022 published on October 7, 2022, on February 28, 2023,among others, the shareholders of Calypso Fitness S.A. (_quot;CalypsoFitness_quot; or _quot;CF_quot;), which are: the Company, Camaro Fundusz InwestycyjnyZamknięty Aktywów Niepublicznych (_quot;Camaro_quot;), and Cal Capital sp. z o.o.(_quot;CC_quot;) concluded (i) an agreement, in which key elements of thetransaction, of which the Company informed in Report No. 45/2022published on November 10, 2022, have been confirmed and (ii) executiveagreements (hereinafter collectively: "Transaction").

In view of the above the Company informs, that the Transaction will beconcluded as a multistage transaction:

I. As a part of the first stage of the Transaction:

1) The Issuer will conclude conditional agreements to acquire shares incompanies with assets separated from CF in the form of twelve organizedparts of the CF enterprise (fitness clubs) located in the Tri-City (6),Szczecin (4), Warsaw (1) and Wroclaw (1).

The condition for the transfer of ownership of above mentioned companiesis, pursuant to the Article 530 § 2 of the Companies Act, a registrationof the CF spin-off in accordance with CF's spin-off plan concluded onOctober 7, 2022. In view of the above on February 28, 2023 shareholdersof CF adopted resolution on spin-off carried out pursuant to Article 529§ 1(4) of the Companies Act.

The total consideration for the acquisition of the companies from Camaroand CC will be PLN 28.8 million and will be paid through: (i)transferring to the other CF shareholders, respectively, CF liabilitiesto the Issuer in the total amount of PLN 17.8 million (the "Liabilities1"), and (ii) payment of cash in the amount of PLN 11.0 million toCamaro. The payment of cash referred to above is conditional, standardfor this kind of transaction.

2) The CF's liabilities toward the Company in the amount of PLN 14.5million (the "Liabilities 2") will be settled by increasing CF's sharecapital and converting the liabilities into shares in CF's increasedshare capital. ("Share Capital Increase")

3) On the date of the Share Capital Increase registration by theappropriate registry court the Issuer will redeem CF's indebtednessarising from interest on loans toward the Company in the amount of PLN10.3 million

4) Outside of above mentioned spin-off procedure, the rights andobligations arising from rental agreement of an additional fitness clublocalized in Tri-City will be transferred to the Issuer from CF.

II. As a part of the second stage of the Transaction:

The Issuer will conclude conditional agreements to acquire shares incompanies with assets separated from CF in the form of three organizedparts of the CF enterprise (fitness clubs) located in the Warsaw (1),Kraków (1) and Częstochowa (1).

The condition for the transfer of ownership of above mentioned companiesis, pursuant to the Article 530 § 2 of the Companies Act, a registrationof the CF spin-off, which will be agreed upon as a part of additionalspin-off plan, which will be concluded not later than April 30, 2023.

The total consideration for the acquisition of the companies from Camaroand CC, into which two out of the three above mentioned fitness clubswill be separated, will amount to PLN 4 million and will be paid in cash.

After conclusion of above mentioned stages of the Transaction the Issuerwill be entitled to PLN 17.8 million liabilities from CF, which theCompany may additionally settle in further stages of the Transaction asa part of the ongoing Review. The Issuer, will keep the public informedof decisions related to the conclusions of the Review.