RB: 34/2025
Date: 08 May 2025
Closing of the acquisition of 100% of shares in the share capital of Mars Spor Kulübü ve Tesisleri İşletmeciliği A.Ş.
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 office in Warsaw (the “Company”, the “Issuer”), with reference to reports No. 14/2025 dated 10 March 2025, No. 18/2025 dated 27 March 2025, and No. 20/2025 dated 2 April 2025, hereby announces that on 7 May 2025 the transaction for the acquisition by the Issuer of 100% of the shares in Mars Spor Kulübü ve Tesisleri İşletmeciliği A.Ş., with its registered office in Istanbul, Turkey (“Mars Spor”), and indirectly its subsidiaries (collectively, the “MAC Group”), was completed.
The total purchase price for 100% of the shares in Mars Spor amounted to USD 431.6 million and comprises:
(i) a purchase price of USD 420 million,
(ii) accrued consideration in the amount of USD 10.1 million, calculated as 7% p.a. on the purchase price from 1 January 2025 until the closing date,
(iii) consideration in the amount of USD 1.5 million in accordance with the agreed locked-box mechanism.
The estimated net cash position of the MAC Group as of 30 April 2025 amounted to USD 40 million.
The Issuer also informs that in the first quarter of 2025 it recognized transaction costs related to the acquisition of the MAC Group in the estimated amount of PLN 30 million.
The acquisition of the MAC Group marks a key step in the geographical expansion of the Benefit Systems Group and strengthens its position in the dynamically growing fitness services market in Turkey.