Benefit Systems S.A. — Proxy Solicitation & Information Statement 2025

Jun 27, 2025

FORM

TO EXERCISE VOTING RIGHT BY A PROXY AT THE EXTRAORDINARY GENERAL MEETING OF BENEFIT SYSTEMS S.A. WITH ITS REGISTERED OFFICE IN WARSAW

ON JULY 21, 2025.

Shareholder (natural person): Mr /Ms ………………………………………………………………………………………………………… FIRST NAME AND FAMILY NAME OF THE SHAREHOLDER holder of identity card ……………………………………………………………………………… NUMBER AND SERIES OF SHAREHOLDER'S IDENTITY CARD issued by …………………………………………………………………………………………………… NAME OF THE ISSUING AUTHORITY …………………………………………………………………………......... SHAREHOLDER'S PERSONAL IDENTIFICATION NUMBER (PESEL) …………………………………………………………………………......... SHAREHOLDER'S TAX IDENTIFICATION NUMBER (NIP) …………………………………………………………………………......... NUMBER OF SHARES Shareholder's contact details: Locality: …………………………………………………………………………. Postal code: ………………………………………………………………… Street address: …………………………………………………………………

E-mail address: …………………………………………………………………
Telephone No.: …………………………………………………………
Shareholder (legal person or another organisational unit):
…………………………………………………………………………………………………………… ENTITY'S NAME
…………………………………………………………………………………………………………… NUMBER UNDER WHICH THE ENTITY WAS ENTERED IN THE NATIONAL COURT REGISTER (KRS) (THE KRS NUMBER) OR ANOTHER REGISTER AND NAME OF THE REGISTRY COURT / REGISTER
…………………………………………………………………………………………………………… NUMBER OF SHARES
Shareholder's (legal person or other organisational unit) contact details:
Locality: ………………………………………………………………………….
Postal code: …………………………………………………………………
Street address: …………………………………………………………………
E-mail address: …………………………………………………………………
Telephone No.: …………………………………………………………
Hereby appoints, as their proxy,
Mr /Ms
………………………………………………………………………………………………………… FIRST NAME AND FAMILY NAME OF THE PROXY
holder of identity card ……………………………………………………………………………… NUMBER AND SERIES OF THE PROXY'S IDENTITY CARD

issued by …………………………………………………………………………………………………… NAME OF THE ISSUING AUTHORITY
…………………………………………………………………………
PROXY'S PERSONAL IDENTIFICATION NUMBER (PESEL)
…………………………………………………………………………
PROXY'S TAX IDENTIFICATION NUMBER (NIP)
Proxy's contact details:
Locality: ………………………………………………………………………….
Postal code: …………………………………………………………………
Street address: …………………………………………………………………
E-mail address: …………………………………………………………………
Telephone No.: …………………………………………………………
to represent the Shareholder at the Extraordinary General Meeting of Benefit Systems S.A. with its
registered seat in Warsaw, which was called to be held on July 21, 2025.
The Proxy shall be authorised to …………………………………………………………………………………………………………
……………………………………………………………………………………………………………
…………………………………………………………………………………………………………… ……………………………………………………………………………………………………………

Resolution No 1/21.07.2025

of the Extraordinary General Meeting of Shareholders

of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna

with its registered seat in Warsaw

of 21 July 2025

on electing the Chairperson of the General Meeting

§1.

The Extraordinary General Meeting of Shareholders hereby elects [●] to the Chairman of the General Meeting.

§2.

__________________________________________________________________________ __________________________________________________________________________

The Resolution enters into force upon its adoption.

Instruction for the Proxy on how to vote on resolution No. […]

Vote "for" Vote "against" Vote "abstaining"

Voting by means of ticking the appropriate checkbox with a cross ("X")

Raising an objection to resolution: YES/NO*)

Resolution No 2/21.07.2025

of the Extraordinary General Meeting of Shareholders

of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna

with its registered seat in Warsaw

of 21 July 2025

on electing the Counting Committee

The Extraordinary General Meeting of Shareholders hereby elects the Counting Committee composed of [●].

§2.

The Resolution enters into force upon its adoption.

Instruction for the Proxy on how to vote on resolution No. […]

Vote "for"
Vote "against"
Vote "abstaining"

__________________________________________________________________________ __________________________________________________________________________

Voting by means of ticking the appropriate checkbox with a cross ("X")

Raising an objection to resolution: YES/NO*)

Resolution No 3/21.07.2025

of the Extraordinary General Meeting of Shareholders

of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna

with its registered seat in Warsaw

of 21 July 2025

on approving the agenda of the General Meeting

§1.

The Extraordinary General Meeting of Shareholders hereby approves the agenda of the General Meeting which takes place on 21 July 2025, at 11.00 a.m.:

• 1. Opening the General Meeting.
• 1. Electing the Chairperson of the General Meeting.
• 1. Confirming that the General Meeting was duly convened and is capable of adopting valid resolutions.
• 1. Electing the Counting Committee.
• 1. Approving the agenda of the General Meeting.
• 1. Adopting the resolutions on the amendment of the Company's Articles of Association.
• 1. Adopting the resolution on granting the Supervisory Board the authorization to adopt a consolidated text of the Articles of Association.
• 1. Appointment of a member of the Supervisory Board.
• 1. Closing the General Meeting.

§2.

__________________________________________________________________________ __________________________________________________________________________

The Resolution enters into force upon its adoption.

Instruction for the Proxy on how to vote on resolution No. […]

Vote "for"
Vote "against"
Vote "abstaining"

Voting by means of ticking the appropriate checkbox with a cross ("X")

Raising an objection to resolution: YES/NO*)

Resolution No 4/21.07.2025

of the Extraordinary General Meeting of Shareholders

of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna

with its registered seat in Warsaw

of 21 July 2025

on the amendment of the Company's Articles of Association

§1.

The Extraordinary General Meeting hereby amends the content of § 20 Section 1 of the Articles of Association of the Company with the following wording:

"The Supervisory Board shall be composed of six (6) members who shall be appointed and recalled by the General Meeting."

By adding new, following wording:

"The Supervisory Board shall be composed of five (5) to seven (7) members who shall be appointed and recalled by the General Meeting."

The resolution shall become effective as of the date of its adoption with legal effect from the moment the registry court enters the amendment to the Company's articles of association covered by this resolution in the register of entrepreneurs of the National Court Register.

__________________________________________________________________________ __________________________________________________________________________

Instruction for the Proxy on how to vote on resolution No. […]

Vote "for"
Vote "against"
Vote "abstaining"

Voting by means of ticking the appropriate checkbox with a cross ("X")

Raising an objection to resolution: YES/NO*)

Resolution No 5/21.07.2025

of the Extraordinary General Meeting of Shareholders

of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna

with its registered seat in Warsaw

of 21 July 2025

on the amendment of the Company's Articles of Association

§1.

The Extraordinary General Meeting hereby amends the content of § 20 Section 3 of the Articles of Association of the Company with the following wording:

"Members of the Supervisory Board shall be appointed for a joint term of office of five (5) years. The term of office of the Supervisory Board shall coincide with the full financial years."

By adding new, following wording:

"Members of the Supervisory Board shall be appointed for a joint term of office of five (5) years. Following the expiry of the term of office, which started on 29 June 2023, the Supervisory Board members shall be appointed for a joint term of office of 4 (four) years. The term of office of the Supervisory Board shall coincide with the full financial years."

The resolution shall become effective as of the date of its adoption with legal effect from the moment the registry court enters the amendment to the Company's articles of association covered by this resolution in the register of entrepreneurs of the National Court Register.

__________________________________________________________________________ __________________________________________________________________________

Instruction for the Proxy on how to vote on resolution No. […]

Vote "for"
Vote "against"
Vote "abstaining"

Voting by means of ticking the appropriate checkbox with a cross ("X")

Raising an objection to resolution: YES/NO*)

Resolution No 6/21.07.2025

of the Extraordinary General Meeting of Shareholders

of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna

with its registered seat in Warsaw

of 21 July 2025

on granting the Supervisory Board the authorization to adopt a consolidated text

of the Articles of Association

§ 1.

The Extraordinary General Meeting of Shareholders of Benefit Systems Spółka Akcyjna acting on Article 430 § 5 of Commercial Companies Code herby authorizes the Supervisory Board of the Company to adopt a consolidated text of the Articles of the Association, reflecting the amendments set out in the resolutions No. …/….07/2025 and No. …/….07/2025 of the Extraordinary General Meeting of Shareholders of Benefit Systems Spółka Akcyjna of 21 July 2025.

§ 2.

The resolution shall become effective as of the date of its adoption with legal effect from the moment the registry court registers the amendments to the Articles of Association covered by this resolution.

Instruction for the Proxy on how to vote on resolution No. […]

Vote "for" Vote "against" Vote "abstaining"

Voting by means of ticking the appropriate checkbox with a cross ("X")

Raising an objection to resolution: YES/NO*)

Resolution No 7/21.07.2025

__________________________________________________________________________ __________________________________________________________________________

of the Extraordinary General Meeting of Shareholders

of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna

with its registered seat in Warsaw

of 21 July 2025

on appointment of a member of the Supervisory Board

§1.

The Extraordinary General Meeting appoints Ms/Mr [●] to the Supervisory Board.

§2.

__________________________________________________________________________ __________________________________________________________________________

The Resolution enters into force upon its adoption.

Instruction for the Proxy on how to vote on resolution No. […]

Vote "for" Vote "against" Vote "abstaining"

Voting by means of ticking the appropriate checkbox with a cross ("X")

Raising an objection to resolution: YES/NO*)

Resolution No 8/21.07.2025

of the Extraordinary General Meeting of Shareholders

of company under the business name of BENEFIT SYSTEMS Spółka Akcyjna

with its registered seat in Warsaw

of 21 July 2025

on dismissal of a member of the Supervisory Board

§1.

The Extraordinary General Meeting dismisses Ms/Mr [●] from the Supervisory Board.

__________________________________________________________________________

§2.

The Resolution enters into force upon its adoption.

Instruction for the Proxy on how to vote on resolution No. […]

__________________________________________________________________________ Vote "for" Vote "against" Vote "abstaining"

Voting by means of ticking the appropriate checkbox with a cross ("X")

Raising an objection to resolution: YES/NO*)