Benefit Systems S.A.

Share Issue/Capital Change • May 17, 2018

Completion of privateplacement of the Company's Series F ordinary bearer shares

Not for release,publication or distribution directly or indirectly, in or into theUnited States of America, Australia, Canada or Japan or in any otherjurisdiction where to do so would be restricted or prohibited by law.

With reference to currentreports No. 15/2018 and No. 16/2018 of 22 March 2018, No. 22/2018 of 3April 2018, No. 28/2018 of 20 April 2018, No. 31/2018 of 8 May 2018, No.33/2018 of 10 May 2018, No. 34/2018 of 15 May 2018 and No. 36 of 16 May2018, the Management Board of Benefit Systems S.A. with its registeredoffice in Warsaw (the "Company", the "Issuer")hereby gives notice of the completion of the subscription for 184,000(one hundred eighty-four thousand) Series F ordinary bearer shares ofthe Company with a nominal value of PLN 1.00 (one) per share (the ‟SeriesF Shares").

The Series F Shares wereoffered as a private placement within the meaning of the Act of 15September 2000 - the Commercial Companies Code (the "CCC")within the framework of a public offering (the "Offering").The issue of Series F Shares materialized in connection with theexecution of subscription agreements concerning all the Series F Shares.The subscription for Series F Shares was conducted pursuant to theresolution of the Extraordinary General Meeting of the Company adoptedon 20 April 2018 on the increase in the share capital of the Company byway of issuing ordinary bearer Series F Shares, on entirely deprivingthe existing shareholders of their pre-emptive subscription rights withrespect to all Series F Shares, on amendments to the Articles ofAssociation of the Company and the seeking of the admission and theintroduction of Series F Shares and rights to Series F Shares to tradingon a regulated market operated by the Warsaw Stock Exchange as well asthe dematerialization of the Series F Shares and the rights to theSeries F Shares.

1) Date of commencement andconclusion of subscription or sale:

The bookbuilding process wasconducted from 8 to 10 May 2018, while the Series F Shares subscriptionagreements were signed by 15 May 2018.

2) The date of allocation ofsecurities:

Not applicable. The issue ofSeries F Shares materialized in connection with the execution ofsubscription agreements concerning all the Series F Shares. The Series FShares subscription agreements were signed by 15 May 2018.

3) The number of securitiessubscribed for or sold:

The subscription concerned184,000 (one hundred eighty-four thousand) Series F Shares.

4) The ratio of reduction inindividual tranches, if in at least one tranche the number of securitiesallocated was lower than the number of securities for whichsubscriptions were placed:

Not applicable.

5) The number of securitiesfor which subscriptions were placed under the subscription or salescheme:

No subscriptions were placedwithin the meaning of the CCC. Within the framework of the Offering184,000 (one hundred eighty-four thousand) Series F Shares weresubscribed under Series F Shares subscription agreements.

6) The number of securitiesthat were allocated under the subscription or sale carried out:

Not applicable. Within theframework of the Offering 184,000 (one hundred eighty-four thousand])Series F Shares were subscribed under Series F Shares subscriptionagreements.

7) The price at which thesecurities were acquired (purchased):

The Series F Shares weretaken up at the issue price PLN 1,035 (one thousand thirty-five) per oneSeries F Share.

8) The number of persons whoplaced subscriptions for the securities subject to subscription or salein individual tranches:

Not applicable. The Offeringwas not divided into tranches and no subscriptions were received forSeries F Shares. Within the framework of the Offering, 184,000 (onehundred eighty-four thousand) Series F Shares were subscribed underSeries F Shares subscription agreements.

9) The number of persons towhom securities were allocated within the framework of the subscriptionor sod in individual tranches:

Within the framework of theOffering, Series F Shares were subscribed by 81 (eighty-one)professional clients within the meaning of the Act of 29 July 2005 ontrading in financial instruments.

10) The name (business name)of underwriters who acquired securities under underwriting agreements,specifying the number of securities acquired, along with the actual unitprice of the securities, constituting the issue price or sale price,upon deducting the remuneration for the acquisition of one security,pursuant to the underwriting agreement, by the underwriter:

Not applicable. The issue ofSeries F Shares did not involve any underwriting liabilities.

11) The value of thesubscription or sale performed, understood as the product of the numberof the securities which the offer concerned and the issue or sale price:

The value of the Offeringconducted was PLN 190,440,000.00 (one hundred ninety million fourhundred forty thousand).

12) The aggregate amount ofall costs counting towards the issue costs, with an indication of theamount of costs by each title, divided at least into the costs of: a)preparing and carrying out the offering, b) the underwriters' fees,separately for each underwriter, c) the drafting of an issue prospectus,including the fees of professional advisers, d) the promotion of theoffer.

According to the Company'sestimates as at the date of submitting this current report, the totalcosts incurred by the Company in connection with the Offering shallamount to approximately PLN4,236,988.00(four million two hundred thirty six thousandnine hundred eighty eight).

On account of the lack, asat the date of submitting this current report, of a final settlement ofthe costs of the Offering, the amount of these costs has been estimatedand recognised as the issue costs according to the Company's bestknowledge. The Company shall prepare and make available to the public acurrent report on the final amount of issue costs, including the costsby type and the method of their settlement in the Company's accounts andtheir presentation format in the Company's financial statements, afterreceipt and acceptance of all invoices from the entities involved in thework on preparing and conducting the Offering.

13) The average cost ofeffecting the subscription or sale per one unit of the security whichthe subscription or sale concerns:

According to the Company'sestimates as at the date of submitting this current report, the totalcost of effecting the subscription incurred by the Company, for oneSeries F Share, shall amount to approximately PLN 23.02 (twenty threeand 02/100).

The Company shall prepareand make available to the public a current report on the cost of thesubscription incurred by the Company as averaged for one Series F Share,after receipt and acceptance of all invoices from the entities involvedin the work on preparing and conducting the Offering.

14) The manner of paymentfor the securities acquired (subscribed for):

The Series F Shares weresubscribed for in exchange for cash contributions.

Disclaimer:

This current report wasprepared in accordance with the Regulation of the Minister of Finance of29 March 2018 on the current and periodic reports disclosed by thesecurities issuers and on equivalence of information disclosuresrequired by law of non-EU member states.

Thiscurrent report is solely for information purposes and is published bythe Company exclusively in order to provide essential information on thecompletion of the private placement of Series F ordinary bearer shares.This current report is by no means intended, whether directly orindirectly, to promote the subscription of the new shares and does notrepresent promotional material prepared or published by the Company forthe purpose of promoting the new shares or their subscription or for thepurpose of encouraging an investor, whether directly or indirectly, toacquire or subscribe for the new shares. The Company has not publishedany materials aimed at promoting the new shares or their subscription orsale of the treasury shares of the Issuer.

Thismaterial is not intended for distribution, whether directly orindirectly, within the territory of or in the United States of Americaor other jurisdictions where such distribution, publication or use maybe subject to restrictions or may be prohibited by law. The securitiesreferred to in this material have not been and will not be registeredunder the U.S. Securities Act of 1933, as amendedand may only beoffered or sold within the United States under an exemption from, or ina transaction not subject to, the registration requirements of theSecurities Act.

Thiscurrent report is not, and under no circumstances is to be construed as,a prospectus, an offering memorandum, an advertisement or a publicoffering of the securities described herein in Canada or any province orterritory thereof.Nosecurities commission or similar regulatory authority in Canada hasreviewed or in any way passed upon this current report, the informationcontained herein or the merits of the securities described herein andany representation to the contrary is an offence.Underno circumstances is this current report to be construed as an offer tosell securities or as a solicitation of an offer to buy securities inany jurisdiction of Canada. Any offer or sale of the securitiesdescribed herein in Canada will be made in accordance with applicableCanadian law and under an exemption from the requirements to file aprospectus with the relevant Canadian securities regulators and only bya dealer registered under applicable securities laws or, alternatively,pursuant to an exemption from the dealer registration requirement in therelevant province or territory of Canada in which such offer or sale ismade.