RB 56/2018

Date: 12 June 2018

Subject: Appointment of the Supervisory Board of Benefit Systems S.A.

Legal Basis:Article 56 Sec. 1 Item 2 of the Act on Public Offering – Current and Periodic Information

The Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter referred to as the “Company”) hereby announces that due to the fact that the current tenure of the members of the Supervisory Board of the Company has elapsed, on 12 June 2018, the Ordinary General Meeting of the Company appointed the following persons to the Supervisory Board of the Company:

• Mr James Van Bergh,
• Mr Marcin Marczuk,
• Mr Artur Osuchowski,
• Mr Michael Rohde Pedersen, and
• Mr Michael Sanderson,

for a joint five-year tenure that will end on the date of the General Meeting of the Company approving the financial statements for 2022.

Biographical notes of the Members of the Supervisory Board of the Company:

Mr James van Bergh

The originator and creator of the current success of the Company. Former President of Benefit Systems. Mr James van Bergh graduated from Harvard Business School in 1985. In 1981-1990 he worked in Boston and London as a consultant for Bain & Co. Later on, he was a Director at Task Force on Company Assistance, where he managed a project of the United Nations aimed at supporting the Polish state-owned enterprises in the restructuring processes through cooperation with business experts from different countries. He continued his career in Poland while serving, for four (4) consecutive years, as the General Manager of Company Assistance Ltd. In1995-1997, he served as a director at Trinity Management, a joint venture of Pekao S.A., BZW Barclays Bank, and Company Assistance Ltd. In 1997 he was appointed as the President of the Management Board of Trinity Management and served in the position for two (2) years. In 2000-2003, he was the CEO of the E-Katalyst S.A. fund.

In accordance with the submitted declaration, the activity of Mr James Van Bergh outside the company's enterprise is not competitive in relation to the activity performed in the Company's enterprise. Mr James Van Bergh does not participate in a competitive business either either as a partner in a civil partnership or a limited partnership, or as a member of a company’s body, nor participates in other competitive legal entities as a member of their bodies. Mr James Van Bergh is not entered in the Register of Insolvent Debtors that is maintained in accordance with the Act on the National Court Register.

Mr Marcin Marczuk

A graduate of the Faculty of Law and Administration of the Maria Curie-Skłodowska University (UMCS) in Lublin. Since 2005, a legal counsel at the Warsaw Bar Association (OIRP) in Warsaw. Currently, Mr Marcin Marczuk is a Managing Partner at law firm: Królikowski Marczuk Geromin Adwokaci i Radcowie Prawni sp.p., where he is responsible for the capital markets practice. In 1996-1999, Mr Marczuk worked at the Securities and Exchange Commission Office [KPWiG] (currently the Polish Financial Supervision Authority [KNF]). In 1999-2003, Mr Marcin Marczuk was employed with public company Compensa S.A. In 2003-2006, he was the Head of the Presidium's Office, proxy, and the spokesman at PTU S.A. In 2007-2017, Mr Marcin Marczuk was a Managing Partner of law office: Prof. Marek Wierzbowski i Partnerzy. He has experience in serving on supervisory boards of public and non-public companies, including in particular Opera TFI S.A., Gadu – Gadu S.A. (currently: GG Network SA), DDPP Securities S.A., Polski Holding Nieruchomości S.A., Protektor S.A., BetaCom S.A., Mebelplast S.A., Zortrax S.A., Berling S.A., PFR S.A., Wikana S.A. and Koncept-L S.A. He is a commentator of the capital markets developments and a co-author of judicial commentaries on: Capital Markets Law (2014, 2016), Bonds Act (2015), and Market Abuse Regulation (2016) (all of them published by the CH BECK publishing house).

In accordance with the submitted declaration, the activity of the member of the Supervisory Board outside the company's enterprise is not competitive in relation to the activity performed in the Company's enterprise, he does not participate in a competitive business either as a partner in a civil partnership or limited partnership, or as a member of a company’s body, nor participates in other competitive legal entities as a member of their bodies. The member of the Supervisory Board is not entered in the Register of Insolvent Debtors that is maintained in accordance with the Act on the National Court Register.

In accordance with his statement, Mr Marcin Marczuk meets the criteria of independence of supervisory board member, as defined by the European Commission in the Recommendation of the European Commission (Attachment II) of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (Official Journal of the European Union L. 05.52.51) which are referred to in Act of 11 May 2017 on Certified Auditors, Auditors’ Companies and Public Supervision (Journal of Laws [Dz. U.] of 2017, Item 1089) as well as the additional requirements set out in the Best Practices of WSE Listed Companies.

Mr Artur Osuchowski

Mr Artur Osuchowski obtained a Master’s degree in economics from the Private School of Business and Administration in Warsaw (under KGHM's scholarship). Since April 2008, he has been serving as a member of the Management Board of Ciech S.A. He gained his professional experience while working, among others, for KPMG Advisory, Ernst & Young, Capgemini, and Raiffeisen Bank. Mr Artur Osuchowski has extensive experience in serving on supervisory boards of numerous companies, including in particular MEDIACAP, Polskie Towarzystwo Ubezpieczeń S.A., Soda Polska Ciech S.A., Uzinele Sodice Govora S.C., Soda Deutschland and Ciech GmbH. He is a scholar of the Die Zeit weekly, American Council on Germany, and Dreager Foundation.

In accordance with the submitted declaration, the activity of the member of the Supervisory Board outside the company's enterprise is not competitive in relation to the activity performed in the Company's enterprise, he does not participate in a competitive business either as a partner in a civil partnership or limited partnership, or as a member of a company’s body, nor participates in other competitive legal entities as a member of their bodies. The member of the Supervisory Board is not entered in the Register of Insolvent Debtors that is maintained in accordance with the Act on the National Court Register.

In accordance with his statement, Mr Artur Osuchowski meets the criteria of independence of supervisory board member, as defined by the European Commission in the Recommendation of the European Commission (Attachment II) of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (Official Journal of the European Union L. 05.52.51) which are referred to in Act of 11 May 2017 on Certified Auditors, Auditors’ Companies and Public Supervision (Journal of Laws [Dz. U.] of 2017, Item 1089) as well as the additional requirements set out in the Best Practices of

Mr Michael Rohde Pedersen

Currently (since 2013), Mr Michael Rohde Pedersen is the President of Management Board and the Director-General of listed company Orzeł Bialy SA. He is a graduate of Copenhagen Business School and received an MBA from SDA Bocconi School of Management in Milan. He gained his managerial experience while working in a number of expert and managerial positions for: AP Moller-Maersk (Denmark, USA), IBM (Denmark), ORFE Pharmaceuticals (Poland), Bristol-Myers Squibb (Poland), SCA Hygiene Products (Poland), Georgia-Pacific (North-Eastern Europe) and Brdr. Hartmann A/S. Mr Pedersen has got an extensive experience in managing business development projects, mergers and acquisitions both in the developed and dynamically developing markets.

In accordance with the submitted declaration, the activity of the member of the Supervisory Board outside the company's enterprise is not competitive in relation to the activity performed in the Company's enterprise, he does not participate in a competitive business either as a partner in a civil partnership or limited partnership, or as a member of a company’s body, nor participates in other competitive legal entities as a member of their bodies. The member of the Supervisory Board is not entered in the Register of Insolvent Debtors that is maintained in accordance with the Act on the National Court Register.

In accordance with his statement, Mr Michael Rohde Pedersen meets the criteria of independence of supervisory board member, as defined by the European Commission in the Recommendation of the European Commission (Attachment II) of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (Official Journal of the European Union L. 05.52.51) which are referred to in Act of 11 May 2017 on Certified Auditors, Auditors’ Companies and Public Supervision (Journal of Laws [Dz. U.] of 2017, Item 1089) as well as the additional requirements set out in the Best Practices of WSE Listed Companies.

Mr Michael Sanderson

Mr Michael Sanderson graduated from the Wharton School in Philadelphia where he obtained a Master's degree in management. He started his professional career with consulting firm: Bain & Co., in London. He served as a director at Benefit Invest Ltd (formerly: Company Assistance Ltd, Dublin). In 1995-1999, he was the Vice-President of Management Board of Trinity Management. During the last five years, he was a member of the Supervisory Board of e-Katalyst S.A. (2001-2009) and of Pekao Usługi Korporacyjne S.A. (2004-2005). He is also a member of the Management Board of Akademia Mindfulness Sp. z o. o. in Warsaw. Since 2011, he has been also pursuing the activity of a personal development coach (Mindfulness).

In accordance with the submitted declaration, the activity of the member of the Supervisory Board outside the company's enterprise is not competitive in relation to the activity performed in the Company's enterprise, he does not participate in a competitive business either as a partner in a civil partnership or limited partnership, or as a member of a company’s body, nor participates in other competitive legal entities as a member of their bodies. The member of the Supervisory Board is not entered in the Register of Insolvent Debtors that is maintained in accordance with the Act on the National Court Register.

Legal basis: § 5 Item 5) of the Regulation of the Minister of Finance of 29 March 2018 concerning the current and periodic reporting by issuers of securities and the conditions under which the legally required information originating in a non-member state can be deemed equivalent thereof.