RB 14/2018 
Date: 19 March 2018
Subject: Conclusion of investment loan agreement with Powszechna Kasa Oszczędności Bank Polski S.A.
Legal basis: Art. 17 item 1 MAR – inside information

The Management Board of Benefit Systems S.A., with its registered seat in Warsaw (hereinafter the ‘Company’), informs that the Company, Fit Invest Sp. z o.o. with its registered seat in Warsaw, a wholly owned subsidiary of the Company (hereinafter ‘Fit Invest’), Fitness Place sp. z o.o. with its registered seat in Warsaw, a wholly owned subsidiary of Fit Invest (hereinafter ‘Fitness Place’), and Powszechna Kasa Oszczędności Bank Polski S.A. with its registered seat in Warsaw (hereinafter, the ‘Bank’) entered into an investment loan agreement on 19 March 2018 (hereinafter, ‘Agreement’).

The scope of the Agreement consists of the granting, to the Company, Fit Invest and to Fitness Place (the, ‘Borrowers’), of investment loan up to the total amount of PLN 100 000 000. In particular, the Borrowers may use the loan for:
1) Financing and refinancing of capital expenditures (including acquisition of shares / stocks / enterprises / organized parts of enterprise);
2) Financing of loans granted to subsidiaries (in relation to acquisition of shares / stocks / enterprises / organised parts of enterprise);
3) Financing of loans granted to subsidiaries and affiliates (in connection with the financing or refinancing of purchase of fitness equipment); and
4) Financing of other capital expenditures.

Interest at the WIBOR 1M rate plus bank margin will be charged on the used amount of a loan.

The loan is granted from 19 March 2018 to 18 March 2023.

In particular, repayment of the loan is secured by:
a) blank promissory notes issued by each of the Borrowers along with promissory note declarations of each of the Borrowers,
b) registered and financial pledges up to the maximum secured amount of PLN 150 000 000 (say: one hundred and fifty million and 00/100 zlotys) established on the bank accounts of each of the Borrowers respectively that are maintained with the Bank,
c)  notarized statements submitted by each of the Borrowers on submission to court execution procedure within the scope covering the Bank’s claims arising from the Agreement, said procedure to be conducted pursuant to Article 777 § 1 Item 5) of the Code of Civil Procedure, up to PLN 150 000 000, whereby the Bank will be able to apply to court for attachment of a writ of execution to the said notarial deed until 18 March 2025.

Within the remaining scope, the provisions of the Agreement are typical of an agreement of this kind.
There are no links among and/or between the Borrowers and the Bank, the persons managing or supervising the Borrowers and the persons managing or supervising the Bank.