RB: 10/2025
Date: 21 February 2025
Decision on series C bonds issue
Legal basis: Art. 17 item 1 of MAR – inside information

Text of the report:

The Management Board of Benefit Systems S.A. with its registered seat in Warsaw ("Issuer") in reference to the report No: 5/2025 of 23 January 2025 hereby informs, that on 21 February 2025 the Management Board of the Issuer adopted a resolution on issuing up to 1,000,000 (one million) unsecured series C bearer bonds with face value of PLN 1,000 (one thousand zlotys) each and aggregate nominal value up to PLN 1,000,000,000 (one billion zlotys) (“Bonds”), issued under the Issuer's bond issuance programme with an aggregate nominal value of issued and unredeemed bonds not exceeding PLN 1,000,000,000 (one billion zlotys) at any time during the programme, by way of a public offering, based on the exemption from the obligation to publish a prospectus provided for in Art. 1(4)(a) of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC. The issue of the Bonds was approved by the Issuer's Supervisory Board.

The interest rate on the Bonds will be variable, determined based on the prime rate of WIBOR 6M, plus a margin of 190 basis points (bps).

The scheduled date of issuance of the Bonds is on or about March 11, 2025.

Pursuant to Article 35(1) of the Bond Act, the detailed terms and conditions of the Bonds issue will be attached to the purchase proposal made available to investors on behalf of the Issuer.

The total amount of the Issuer's unaudited standalone financial liabilities as of December 31, 2024 was PLN 1,138 million, with standalone financial liabilities past due amounting to PLN 1 million.

Forecasts of the Issuer's financial liabilities:
Estimated value of the Issuer's financial liabilities and estimated structure of the Issuer's financing (understood as the value and percentage of liabilities from borrowings, debt instruments, lease liabilities and other financial liabilities in the total equity and liabilities of the Issuer):
(I)    as of the last day of the fiscal year in which the Bonds are to be issued, i.e. December 31, 2025:

a)    Borrowings: PLN 385 million, 9% share in total equity and liabilities
b)    Debt instruments: PLN 1,000 million; 24% share in total equity and liabilities
c)    Lease liabilities: PLN 1,206 million; 28% share in total equity and liabilities
d)    Other financial liabilities: PLN 22 million; 1% share in total equity and liabilities
e)    Total financial liabilities: PLN 2,613 million; 61% share in total equity and liabilities

(II)    as of the date ending twelve months after the scheduled date of issuance of the Bonds, i.e. March 11, 2026.:

a)    Borrowings: PLN 385 million, 9% share in total equity and liabilities
b)    Debt instruments: PLN 1,000 million; 23% share in total equity and liabilities
c)    Lease liabilities: PLN 1,208 million; 28% share in total equity and liabilities
d)    Other financial liabilities: PLN 22 million; 1% share in total equity and liabilities
e)    Total financial liabilities: PLN 2,615 million; 60% share in total equity and liabilities
The total amount of the Benefit Systems Group unaudited consolidated financial liabilities as of December 31, 2024 was PLN 1,554 million, with consolidated financial liabilities past due amounting to PLN 1 million.
Forecasts of the Benefit Systems S.A. Group financial liabilities:
Estimated value of the Benefit Systems S.A. Group financial liabilities and estimated structure of the Benefit Systems S.A. Group financing (understood as the value and percentage of liabilities from borrowings, debt instruments, lease liabilities and other financial liabilities in the total equity and liabilities of the Benefit Systems S.A. Group):
(I)    as of the last day of the fiscal year in which the Bonds are to be issued, i.e. December 31, 2025:

a)    Borrowings: PLN 385 million, 7% share in total equity and liabilities
b)    Debt instruments: PLN 1,000 million; 19% share in total equity and liabilities
c)    Lease liabilities: PLN 1,801 million; 35% share in total equity and liabilities
d)    Other financial liabilities: PLN 75 million; 1% share in total equity and liabilities
e)    Total financial liabilities: PLN 3,261 million; 62% share in total equity and liabilities

(II)    as of the date ending twelve months after the scheduled date of issuance of the Bonds, i.e. March 11, 2026.:

a)    Borrowings: PLN 385 million, 7% share in total equity and liabilities
b)    Debt instruments: PLN 1,000 million; 19% share in total equity and liabilities
c)    Lease liabilities: PLN 1,804 million; 34% share in total equity and liabilities
d)    Other financial liabilities: PLN 75 million; 1% share in total equity and liabilities
e)    Total financial liabilities: PLN 3,264 million; 61% share in total equity and liabilities