RB 26/2019

Date: 2019-06-27

Subject: Entering into agreement for sale of organized parts of enterprise with Platinum Wellness Sp. z o.o. in performance of the preliminary agreement and execution of an annex to loan agreement of 20 June 2017

Legal basis: Article 17 Sec. 1 MAR - confidential information

Further to current report No. 4/2019 of 16 January 2019, the Management Board of Benefit Systems S.A. with its registered seat in Warsaw (the “Issuer”) hereby announces that in performance of conditional preliminary agreement for sale of organized parts of enterprise of 23 August 2017, the Issuer and its subsidiary, i.e. Fitness Place sp. z o.o. with its registered office in Warsaw, acting in the capacity of the purchaser, (the “Purchaser”), entered into agreement, with Platinum Wellness sp. z o.o., for sale of organized parts of enterprise taking the form of two (2) fitness clubs located in Kraków at the total price of PLN 11,250,704.31 (hereinafter, the “Agreement”). In furtherance of the Agreement, the Issuer has also stood surety for all the obligations of the Purchaser arising from the Agreement up to the amount of PLN 9,250,704.31. The ownership title to the above-mentioned organized parts of enterprise will pass to the Purchaser as of 1 July 2019, and no condition will need to be met to this end. In connection with the acquisition of the organized parts of enterprise which are referred to above, the Purchaser has already assumed the obligations directly related to the business activity of the above-mentioned organized parts of enterprise in the total amount not exceeding PLN 400,000.00.

The execution of the Agreement finalizes the purchase of the organized parts of enterprise representing twelve (12) fitness clubs operating under the business name of Platinium Fitness, on the basis of the conditional agreement for sale of the organized part of enterprise, as announced by the Issuer in current report No. 36/2017 of 20 July 2017 and on the basis of the conditional preliminary agreement for sale of organized parts of enterprise, as announced by the Issuer in current report No. 43/2017 of 23 August 2017.

In current report No. 59/2017 of 27 October 2017, the Issuer announced purchase of organized parts of enterprise taking the form of nine (9) fitness clubs at PLN 38,568,124.91. Consequently, in current report No. 5/2019 of 25 January 2019, the Issuer announced purchase of an organized part of enterprise taking the form of one (1) fitness club at PLN 4,671,000.00. In accordance with the Agreement, the total price for all the organized parts of enterprise taking the form of 12 fitness clubs amounted to PLN 54,489,829.22.

Further to current report No. 37/2017 of 20 July 2017, the Management Board of the Issuer hereby announces that on 27 June 2019, annex to loan agreement of 20 July 2017 was executed between the Issuer as the lender and the Purchaser as the borrower. The loan was incurred with a view to financing the total purchase price for the organized parts of enterprise acquired by the Purchaser and for the purchase of additional equipment. On the basis of the annex, the amount of the loan was increased up to PLN 55,500,000. The annex also provides that the loan will be repaid in a single payment until 31 August 2025. Other terms of the loan remain unchanged.

Investments into fitness clubs situated in the Lesser Poland and the Silesian Voivodships are made with a view to securing an appropriate training base for the holders of the MultiSport card, which is the flagship product of the capital group of Benefit Systems.