RB: 75/2025
Date: 10 December 2025
Acquisition of Endorfina fitness club chain
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 (the "Issuer") hereby announces that on 10 December 2025, the Issuer, as the buyer, concluded with shareholders of Endorfina Group sp. z o.o.  and Endorfina FHU sp. z o. o.  (jointly “Companies”) agreement for the sale of shares in the Companies ("Agreement"). 
Under the Agreement:
1)    On the date of the Agreement, the Issuer acquired 51% of the share capital of each of the Companies (“I phase”),
2)    The Issuer will acquire the remaining 49% of the share capital of each of the Companies in 2027 (“II phase”).
In total, the subject of the Agreement is the sale to the Issuer of 100% of the share capital of each of the Companies.
The expected selling price in the I phase will amount to approximately PLN 95.4 million and its final amount is conditional upon the Companies normalised EBITDA for 2025, based on single digit transaction multiple.
The expected selling price for the remaining 49% of the share capital of each of the Companies will be determined and paid in 2027, conditional upon the Companies normalised EBITDA for 2026.
The Endorfina fitness club chain has been expanding rapidly in 2024-2025 and, as of the date of the Agreement, operates 11 fitness clubs located in Lublin (3), Rzeszów (3), Radom (2), Kielce (1), Częstochowa (1), and Starachowice (1).
The acquisition of the Endorfina fitness club chain is part of the Issuer's strategy in the fitness club area in Poland.