Benefit Systems S.A.

Share Issue/Capital Change • Jul 6, 2021

Commencement of the sale (further resale) of the Company’s treasuryshares and entering into the Placement Agreement

Not for release, publication or distribution directly or indirectly, inor into the United States of America, Australia, Canada or Japan or inany other jurisdiction where to do so would be restricted or prohibitedby law.

The Management Board of Benefit Systems S.A. with its registered officein Warsaw (the “Company”, the “Issuer”) hereby informs that on 6 July2021 a decision was made to take actions aimed at selling (furtherreselling) up to 118,053 treasury shares of the Company (the “TreasuryShares”) the acquisition of which was disclosed to the public in thepast by the Company in the respective current reports.

The sale of the Treasury Shares (the “Offering”) will be effected in anundocumented public offering addressed solely to (i) institutionalinvestors outside the United States of America in reliance on RegulationS (“Regulation S”) under the U.S. Securities Act of 1933, as amended(the “U.S. Securities Act”), including, without limitation, to“qualified investors” within the meaning of Regulation (EU) 2017/1129 ofthe European Parliament and of the Council of 14 June 2017 on theprospectus to be published when securities are offered to the public oradmitted to trading on a regulated market, and repealing Directive2003/71/EC (the “Prospectus Regulation”) or to investors who acquiresecurities for a total consideration of at least EUR 100,000 perinvestor, for which reason the requirement to publish a prospectus willnot apply in accordance with Articles 1.4(a) and/or 1.4(d) of theProspectus Regulation; and (ii) in the United States of America, to alimited number of persons reasonably believed to be “qualifiedinstitutional buyers” as defined in Rule 144A under the U.S. SecuritiesAct and/or under another exemption under the U.S. Securities Act.

Furthermore, the Management Board of the Company informs that theOffering will be commenced immediately following the publication of thiscurrent report and will be conducted through a book-building processamong the investors mentioned above. Subject to the market conditions,the Management Board of the Company expects that the book-buildingprocess will be completed by 9 July 2021 (subject to acceleration).

It is the Issuer’s intention to use the proceeds from the sale of theTreasury Shares for the following goals: investments in the selectedfitness locations or the entities operating on the fitness market inPoland, development of business on the Turkish market,acquisitions ofthe entities operating in the new technologies area, supporting thedevelopment of the products offer of the Company group, in particularMultiLife.

The ultimate numbers of the Treasury Shares to be offered foracquisition by the investors and the sale price of the Treasury Shareswill be determined by the Management Board of the Company upon thecompletion of the book-building process, depending on the level ofinvestors’ interest in the acquisition of the Treasury Shares.

The Treasury Shares will be ultimately offered to such investors whowill be indicated in a resolution of the Management Board adopted uponthe completion of the book-building process.

The sale of the Treasury Shares by the Company is expected to take placeon 9 July 2021, by execution of block trades on the Warsaw StockExchange.

Furthermore, on 6 July 2021 the Company entered into a conditionalplacement agreement for the Treasury Shares with WOOD & CompanyFinancial Services, a.s. Spółka Akcyjna, Oddział w Polsce (“WOOD &Company”) and Trigon Dom Maklerski S.A. (“Trigon”; WOOD & Company andTrigon are collectively hereinafter referred to as the “Managers”) (the“Placement Agreement”).

WOOD & Company is acting as the Global Coordinator and Joint Bookrunnerand Trigon as the Joint Bookrunner in relation to the Offering.

Pursuant to the Placement Agreement, the Managers agreed to provideservices for the purpose of the placement of the Treasury Shares on theterms set out in that Agreement, and in particular to use their bestefforts to solicit potential investors and solicit the acquisition ofthe shares by such investors. However, the Managers are under noobligation to guarantee the success of the sale of the Treasury Shares.The Placement Agreement contains standard conditions for Managers’undertakings encountered in such agreements entered into in connectionwith transactions similar to the Treasury Shares’ offering, includingconditions related to force majeure and the occurrence of a materialadverse change of the Company’s situation. The Placement Agreement alsocontains representations and warranties concerning the Issuer, itscapital group and their operations, within the standard scope of suchrepresentations and warranties made by the entities disposing securitiesin such agreements related to transactions similar to the TreasuryShares’ offering. The Placement Agreement may be terminated on the termsspecified therein, including in the event of failure of entering intothe pricing supplement to the Placement Agreement, in which the partiesto the Placement Agreement will agree, inter alia, the sale price of theTreasury Shares. The Placement Agreement is governed by the laws of theRepublic of Poland and subject to jurisdiction of Polish courts. ThePlacement Agreement stipulates that the Managers and other persons namedin the Placement Agreement shall be indemnified and held harmlessagainst certain claims, liabilities or costs that might be sought fromor raised against the Managers or other designated persons in connectionwith the Placement Agreement (indemnity clause).

Subject to customary exemptions and certain other exemptions agreedbetween the Issuer and the Managers (including in particular, theincentive schemes incorporated as at the Date of the PlacementAgreement), the Issuer has agreed under the Placement Agreement not toissue, sell or offer shares for a period from the date of execution ofthe Placement Agreement until the lapse of 180 days following theexecution of the Placement Agreement (the “Lock-up Restriction”). TheLock-up Restriction ceases to apply in the event of termination of thePlacement Agreement on the terms specified therein, including in case ofthe failure of entering into the pricing supplement to the PlacementAgreement.

For the purpose of the Offering, the disclosure to the public of aprospectus or an information memorandum is not required and the Issueris not carrying out and will not carry out any promotional activities inrespect of the Offering.

Disclaimer:

This current report was prepared in accordance with Article 17 Section 1of Regulation No 596/2014 of the European Parliament and of the Councilof 16 April 2014 on market abuse (market abuse regulation) and repealingDirective 2003/6/EC of the European Parliament and of the Council andCommission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

This current report is solely for information purposes and is publishedby the Company exclusively in order to provide essential information onthe execution of the Placement Agreement by Benefit Systems S.A., WOOD &Company Financial Services, a.s. Spółka Akcyjna, Oddział w Warszawie andTrigon Dom Maklerski S.A. and the commencement of the sale (furtherresale) of the Company’s treasury shares. This current report is by nomeans intended, whether directly or indirectly, to promote the sale ofthe treasury shares of the Issuer and does not represent promotionalmaterial or advertisement prepared or published by the Company for thepurpose of advertising the sale of the treasury shares of the Issuer forthe purpose of encouraging an investor, whether directly or indirectly,to acquire the treasury shares. The Company has not published anymaterials aimed at promoting or advertising the sale of the treasuryshares of the Issuer.

This material 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 amended and 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.

This current report contains (or may contain) certain forward-lookingstatements relating to the Company's current expectations andprojections of future events. These statements, which sometimes usewords such as "intend", "anticipate", "believe", "aim", "plan","estimate", "expect" and words of similar meaning, reflect the beliefsand expectations of the Company's management and involve a number ofrisks, uncertainties and assumptions that may occur in the future, arebeyond the Company's control and may cause actual results andachievements to differ materially from any expected results orachievements expressed or implied by the forward-looking statements.Statements in this current report regarding past trends or activitiesshould not be taken as a representation that such trends or activitieswill continue in the future. The information contained in this currentreport is subject to change without notice and, except as required byapplicable law, the Company assumes no responsibility or obligation topublicly update or revise any forward-looking statements containedherein, nor does it intend to do so. You should not place undue relianceon forward-looking statements that reflect only beliefs as of the dateof this current report. Nothing in this current report constitutes or isintended to constitute a forecast or estimate of earnings or to suggestthat the Company's earnings in the current or future financial year willmeet or exceed the Company's historical or published earnings. Due tothese risks, uncertainties and assumptions, the recipient should notplace undue reliance on forward-looking statements as a forecast ofactual results or otherwise.

This current report is not, and under no circumstances is to beconstrued as, a prospectus, an offering memorandum, an advertisement ora public offering of the securities described herein in Canada or anyprovince or territory thereof. No securities commission or similarregulatory authority in Canada has reviewed or in any way passed uponthis current report, the information contained herein or the merits ofthe securities described herein and any representation to the contraryis an offence. Under no circumstances is this current report to beconstrued as an offer to sell securities or as a solicitation of anoffer to buy securities in any jurisdiction of Canada.

This current report does not identify or suggest, and is not intended toidentify or suggest, risks (direct or indirect) that may be associatedwith an investment in the Treasury Shares. Any investment decision topurchase Treasury Shares pursuant to the offer, subscription or sale ofsuch shares must be made solely on the basis of publicly availableinformation which has not been independently verified by the Managers.