Benefit Systems S.A.

Share Issue/Capital Change • Dec 4, 2025

Report Content Notification from the shareholder on the commencement of the process ofselling shares in the company in an accelerated bookbuildingNOTFOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INWHOLE OR IN PART, INTO OR IN THE UNITED STATES OF AMERICA, OR ANY OTHERJURISDICTION IN WHICH IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTIONWOULD BE PROHIBITED OR RESTRICTED BY APPLICABLE LAW.

The Management Board of Benefit Systems S.A. ("Company") announces thaton 4 December 2025, it was notified by the Company's shareholder,Fundacja Drzewo i Jutro ("Selling Shareholder") ("Notification"), thatafter the submission of the Notification, an accelerated bookbuildingprocess directed to selected investors meeting certain criteria, i.e.,in Poland and outside the United States of America, in reliance onRegulation S under the US Securities Act of 1933, as amended,exclusively to (i) qualified investors within the meaning of Regulation(EU) 2017/1129 of the European Parliament and of the Council of 14 June2017 on the prospectus to be published when securities are offered tothe public or admitted to trading on a regulated market, and repealingDirective 2003/71/EC ("Prospectus Regulation") (including, in so far asit forms part of UK domestic law under the European Union (Withdrawal)Act 2018) or to (ii) investors who acquire securities for a totalconsideration of at least EUR 100,000 per investor, for which (in eachcase) the requirement to publish a prospectus will not apply, pursuantto Article 1(4)(a) or Article 1(4)(d) of the Prospectus Regulation("ABB"), the purpose of which will be to sell a total of up to 208,497ordinary bearer shares in the Company, representing approximately 6.36%of the share capital of the Company and representing approximately 6.36%of the total number of votes in the Company ("Sale Shares"), with thefinal number of Sale Shares to be announced together with the sale priceof the Sale Shares after the book closing.

Santander Bank Polska S.A. - Santander Biuro Maklerskie, together withBanco Santander, S.A. (collectively, "Santander"), is the sole entityresponsible for the placement of the Sale Shares, acting the sole globalcoordinator and bookrunner in connection with the ABB.

Pursuant to the Notification:

- The bookbuilding will commence immediately and may be terminated atany time. The Selling Shareholder reserves the right to change the termsor timing of the ABB at any time and to suspend the ABB or cancel theABB at any time.

- Mrs. Agnieszka Van Bergh (the beneficiary of the Selling Shareholder)and her husband, Mr. James Van Bergh, the founder of the Company, havedecided to fully focus on charitable activities and dispose the SellingShareholder's stake in the Company to be able to carry out the SellingShareholder's statutory activities, including supporting education,social integration and reintegration of people at risk of socialexclusion, as well as environmental and nature protection. The planneddivestment is motivated solely by the desire to further strengthen andexpand the Foundation's charitable impact.

- In connection with the ABB, the Selling Shareholder has agreed,subject to customary exceptions, to observe a restriction on thetransferability of the remaining shares in the Company held by it (ifany) after the ABB for a period of 90 days from the date of settling thesale of the Sale Shares in the ABB.

LEGAL DISCLAIMERS

This announcement and the information contained herein are forinformation purposes only and do not constitute any advertisement withinthe meaning of Article 22 of the Prospectus Regulation.

This announcement and the information contained herein do not form orconstitute and may not be regarded as an offer to sell or thesolicitation of an offer to buy any of the securities referred to hereinin any jurisdiction, including the United States, Canada, Australia,South Africa, Japan or any other jurisdiction in which such publication,offer, solicitation or sale would be unlawful. The securities may not beoffered or sold in the United States without registration or anapplicable exemption from United States registration requirements. Nopublic offer of securities is to be made in the United States, andneither this announcement nor any copy of it may be taken, transmittedor distributed, directly or indirectly, in or into or from the UnitedStates (including its territories and possessions, any state of theUnited States and the District of Columbia), Canada, Australia, SouthAfrica or Japan. Any failure to comply with this restriction mayconstitute a violation of the securities laws of the United States,Canada, Australia, South Africa or Japan.

This announcement is for informational purposes only and is directedexclusively to the Company. Any offer mentioned in this announcement isexclusively directed at persons (1) in the EEA who are qualifiedinvestors within the meaning of the Prospectus Regulation or who acquiresecurities for a total consideration of at least EUR 100,000 perinvestor, and (2) in the United Kingdom who are qualified investorswithin the meaning of the Prospectus Regulation as it forms part ofdomestic law by virtue of the European Union (Withdrawal) Act 2018, whohave professional experience in matters relating to investments, whofall within the provisions of Article 19(5) of the Financial Servicesand Markets Act of 2000 (Financial Promotion) Order 2005 (as amended,"Order") or are high net worth entities subject to the provisions ofArticle 49(2)(a) to (d) of the Order or are persons to whom an offer ofthe placement shares may otherwise be lawfully communicated (all suchpersons being referred to as the "Relevant Persons"), and no one elsecan take any action on the basis thereof.

In particular, this announcement is not an offer of securities for salein the United States. The securities to which this announcement relateshave not been and will not be registered under the United StatesSecurities Act of 1933, as amended ("Securities Act") and may not beoffered or sold in the United States without registration or anexemption from registration or in a transaction not subject to theregistration requirements of the Securities Act. There will be no publicoffering of the securities in the United States. This announcement doesnot, and shall not, in any circumstances constitute a public offering,or an offer to sell or to subscribe for, or a solicitation to offer topurchase or to subscribe for securities in any jurisdiction. Thedistribution of this announcement and the offering or sale of thesecurities in certain jurisdictions may be restricted by law.

This announcement does not constitute a recommendation concerning anysecurities. In connection with the transaction referred to in thisannouncement, Santander is providing offering and placement services forfinancial instruments to the Selling Shareholder only, and not to anyother entities.

This announcement includes statements that are, or may be deemed to be,forward-looking. These forward-looking statements may be identified bythe use of forward-looking terminology, including the terms "intends","expects", "will", or "may", or, in each case, their negative or othervariations or comparable terminology. These forward-looking statementsinclude all matters that are not historical facts and include statementsregarding intentions, beliefs or current expectations. No assurance canbe given that the events and circumstances described in theforward-looking statements in this announcement will materialise. As aresult, no undue reliance should be placed on these forward-lookingstatements as a prediction of actual events or otherwise.