Benefit Systems S.A. — Proxy Solicitation & Information Statement 2026

Feb 11, 2026

Report Content Convening - at the request of a shareholder - an Extraordinary GeneralMeeting of the CompanyI. Date and agenda of theGeneral Meeting

The Management Board of Benefit Systems Spółka Akcyjna, with itsregistered office in Warsaw (address: Plac Europejski 2, 00-844 Warsaw),entered in the register of entrepreneurs of the National Court Registermaintained by the District Court for the Capital City of Warsaw inWarsaw, 13th Commercial Division of the National Court Register, underKRS number: 0000370919, NIP: 8361676510, share capital amounting to PLN3,301,042.00, fully paid up (the "Company"), acting in connection withthe request received on 6 February 2026 to convene an ExtraordinaryGeneral Meeting and to include specific items on the agenda of suchmeeting, submitted by Allianz Polska Open Pension Fund with itsregistered office in Warsaw, as a shareholder representing at leastone-twentieth of the Company's share capital, and acting pursuant toArticles 398, 399 §1, 402ą and 402 of the Act of 15 September 2000 -the Commercial Companies Code (the "CCC"), hereby convenes anExtraordinary General Meeting of the Company to be held on 10 March 2026at 11:00 a.m. (the "Extraordinary General Meeting" or the "GeneralMeeting").

Notwithstanding the above, acting pursuant to Article 399 § 1 of theCCC, the Management Board has resolved to include in the agenda anadditional item concerning amendments to the Company's Articles ofAssociation. The proposed amendments are purely technical and aligningin nature and are not related to the matters covered by theshareholder's request.

The Extraordinary General Meeting will be held at the Company'sregistered office in Warsaw, in the office building at Plac Europejski2, 11th floor, with the following agenda:

1. Opening of the Extraordinary General Meeting.

2. Election of the Chairperson of the Extraordinary General Meeting.

3. Confirmation of the proper convening of the Extraordinary GeneralMeeting and its ability to adopt resolutions.

4. Election of the Ballot Counting Committee.

5. Adoption of the agenda of the Extraordinary General Meeting.

6. Changes in the composition of the Supervisory Board.

7. Adoption of a resolution on the amendment of the Company's Articlesof Association.

8. Adoption of a resolution on covering the costs of convening andholding the Extraordinary General Meeting.

9. Closing General Meeting.

II. Procedures concerning the participation in the General Meeting theexercise of voting rights

Shareholder's right to request the inclusion of specific items on theagenda

A shareholder or shareholders representing at least 1/20 of the sharecapital may request that certain matters be placed on the agenda of theGeneral Meeting. The request should contain a justification or a draftresolution concerning the proposed matter of the agenda and should bedelivered to the Company in writing or in electronic form at the e-mailaddress wz@benefitsystems.pl, however not later than 21 days before thescheduled date of the General Meeting, i.e. 17 February 2026.

Furthermore, with due regard to Principle 4.6 (second sentence) of theBest Practice for Warsaw Stock Exchange ("GPW") Listed Companies 2021,the Management Board shall request the relevant shareholder(s) referredto above to submit a justification for the proposed resolution wheresuch justification has not been included in the original request.

Shareholders submitting such request to the Management Board should dulydocument their entitlement to exercise this right, in particular bydemonstrating that they represent the required portion of the Company'sshare capital. The Management Board is obliged to announce any changesto the agenda introduced at the request of shareholders immediately, butno later than 18 days before the scheduled date of the General Meeting.Such announcement shall be made in the same manner as the convening ofthe General Meeting

Shareholder's right to submit draft resolutions

A shareholder or shareholders representing at least 1/20 of the sharecapital may submit to the Company draft resolutions concerning mattersplaced on the agenda of the General Meeting or those that are to beplaced prior to the date of the General Meeting, in writing or byelectronic mail at the e-mail address wz@benefitsystems.pl. Theshareholders should document their authorization to exercise this rightby providing relevant documents in writing.

During the General Meeting, each of the shareholders may submit draftresolutions concerning the matters placed on the agenda.

With due regard to Principles 4.6 (second sentence) and 4.8 of the BestPractice for GPW Listed Companies 2021, the Management Board shallrequest shareholders to submit draft resolutions no later than 3 daysbefore the General Meeting, together with their justifications, in orderto enable shareholders participating in the General Meeting to vote onresolutions with due understanding.

Verification of identity and entitlement of shareholders

Shareholders requesting the inclusion of specific items on the agenda orsubmitting draft resolutions should attach documents confirming theirentitlement, in particular a deposit certificate issued by the entitymaintaining the securities account, or a certificate of the right toparticipate in the General Meeting referred to in Article 406 §1 of theCCC.

In the case of a shareholder other than a natural person, documentsconfirming authorization to represent the shareholder (e.g. an excerptfrom the relevant register) must also be provided. These requirementsapply both to written and electronic submissions. Documents should besubmitted in a form appropriate to the method of submission (originals,copies or PDF scans).

The Company may take necessary actions to identify shareholders andverify their entitlement.

Exercise of voting rights by proxy

The shareholders are authorized to participate in the General Meeting inperson or through a proxy.

The power of attorney to participate in the General Meeting of theCompany and to exercise the right of vote should be granted in writingor in electronic form and delivered at the e-mail addresswz@benefitsystems.pl (at the latest by 8.00 on the day of the GeneralMeeting). The power of attorney granted in electronic form does notrequire a secure electronic signature verified using a valid qualifiedcertificate. From the publication date of the announcement on theInternet website of the Company under the address www.benefitsystems.pl,folder For Investors/Corporate Governance/General Meeting, forms withthe master power of attorney and forms for voting through a proxy willbe made available for downloading in electronic form. The Company doesnot require the use of these templates. In the event that votinginstructions are granted to a proxy, the Company shall not verifywhether the proxy exercises the voting rights in accordance with theinstructions received from the principal.

The power of attorney, granted by a shareholder being a physical person,should contain the data which allow to identify the shareholder,including: name and surname, address of the place of residence, PESELnumber, data of the identity card of the shareholder: document number,date of issuance, and issuing body.

The power of attorney, granted by a shareholder not being a physicalperson, should contain the data which allow to identify the shareholder,including also a copy of an extract from the relevant register oranother document confirming the authorization of the natural person(s)to represent the shareholder.

The notification of the granting of a power of attorney should alsospecify its scope, including in particular the number of shares fromwhich the voting rights will be exercised, as well as the date andidentification of the General Meeting at which such rights will beexercised.

The Company also undertakes other appropriate actions to identify theshareholder and proxy to verify the validity of the power of attorneygranted in electronic form, whereby the actions should be proportionate.Such verification may, in particular, consist of requesting thesubmission of additional documents or addressing follow-up inquiries inelectronic or telephone form, or by other means of remote communication,to the shareholder or the proxy in order to confirm the granting of thepower of attorney and the scope thereof. The Company reserves the rightto treat a failure to respond to questions posed in the course of theverification process as an inability to verify the granting of the powerof attorney, which may constitute grounds for refusing to admit theproxy to participate in the General Meeting.

For the purpose of identifying the proxy, the Management Board of theCompany reserves the right to request that the proxy, upon signing theattendance list, present:

1) in the case of a proxy who is a natural person - the originalidentity document of the proxy; or

2) in the case of a proxy who is not a natural person - the original ora copy (certified as a true copy of the original) of an extract from therelevant register or another document confirming the authorization ofthe natural person(s) to represent the proxy at the General Meeting(e.g. an uninterrupted chain of powers of attorney), as well as theidentity document of such natural person(s) authorized to represent theproxy.

If the proxy at the General Meeting is a Member of the Management Board,a Member of the Supervisory Board, a liquidator, an employee of theCompany, or a member of a governing body or an employee of a subsidiaryof the Company, the power of attorney may authorize representation atonly one General Meeting. Such proxy is obliged to disclose to theshareholder any circumstances indicating the existence or potentialoccurrence of a conflict of interest. The granting of a further power ofattorney is excluded. Such proxy shall vote in accordance with theinstructions given by the shareholder.

The shareholders will be registered half an hour before the start of theGeneral Meeting.

Electronic participation and voting

Participation in the General Meeting and speaking during the meetingwill not be possible using electronic means of communication.

The Company does not provide for voting by correspondence orelectronically.

Shareholder's right to ask questions

Shareholders participating in the General Meeting have the right to askquestions concerning matters included on the agenda, in accordance withArticle 428 of the CCC.

III. The registration date to participate in the General Meeting fallson 22 February 2026.

The General Meeting may be attended only by those persons who areshareholders as of the registration date, i.e. 16 days before the dateof the General Meeting.

In order to participate in the General Meeting, an appropriateregistration must be made through the entity maintaining the securitiesaccount. Namely, at the request of the holder entitled to bedematerialized bearer shares of the Company, submitted not earlier thanafter the announcement of convening the General Meeting and no laterthan the first weekday after the date of registration of participationin the General Meeting (i.e. on 23 February, 2026), the entitymaintaining the account securities issues a certificate of the right toparticipate in the General Meeting. At the request of the personauthorized in the content of the certificate, a part or all of theCompany's shares registered on his securities account should beindicated.

The Company shall prepare the list of shareholders entitled toparticipate in the General Meeting on the basis of a list provided bythe National Depository for Securities (Krajowy Depozyt PapierówWartościowych), drawn up on the basis of registered certificates of theright to participate in the General Meeting issued by entitiesmaintaining securities accounts.

The person authorized to participate in the General Meeting may accessthe full text of the documents that are to be submitted to the GeneralMeeting, including draft resolutions, in the office of the ManagementBoard of the Company in Warszawa, Plac Europejski 2 from 9 a.m to 5p.m., where the list of the shareholders authorized to participate inthe General Meeting will be made available as well (for three weekdaysbefore the General Meeting). The shareholder may request that a list ofshareholders entitled to participate in the General Meeting be sent tohim free of charge via e-mail, giving the address to which the listshould be sent. The request should be submitted to the followingaddress: wz@benefitsystems.pl in PDF format. The request should beaccompanied by copies of documents confirming the applicant's status asa shareholder of the Company or the authorization to act on theshareholder's behalf.

IV. Availability of documentation and website address

Any information on the General Meeting will be published on the Internetwebsite of the Company under the following address:www.benefitsystems.pl/en/for-investors/corporate-governance/general-meetings-of-shareholders/

The Management Board presents, as attachments, draft resolutionssubmitted by the shareholder, a draft resolution on the amendment of theArticles of Association, and the request to convene the General Meetingtogether with its justification.

With respect to the resolution referred to in item 6 of the proposedagenda concerning changes in the composition of the Company'sSupervisory Board, nominations of candidates should be submitted inaccordance with § 20(2) of the Company's Articles of Association.

V. Live broadcast

The General Meeting will be broadcast live. The broadcast will start at11:00 a.m. and will be available at:www.benefitsystems.pl/en/for-investors/corporate-governance/general-meetings-of-shareholders/