The launching of shareholders agreements programme with key personsintended to develop the companies of the Foreign Segment

Further to adoption, by its Management Board on 24 April 2019, and byits Supervisory Board on 24 April 2019, of the respective resolutions,Benefit Systems S.A. with its registered seat in Warsaw (hereinafter the"Company" or the "Issuer") hereby announces that assumptions have beenadopted for programme (hereinafter, the "Programme") of entering intoshareholders agreements with key persons with a view to developingcompanies of the Foreign Segment, i.e. Benefit Systems International sp.z o.o. with its registered seat in Warsaw (hereinafter referred to as"BSI"), Benefit Systems Greece MIKE with its registered seat in Athens(hereinafter referred to as "BS Greece"), Benefit Systems d.o.o. withits registered seat in Zagreb (hereinafter referred to as "BS Croatia"),Benefit Systems Bulgaria EOOD with its registered seat in Sofia(hereinafter referred to as "BS Bulgaria") and companies on new markets(in the event that the Company enters new foreign markets), as part ofwhich the key persons will become minority shareholders in theaforementioned companies, respectively.

The main assumptions of the Programme are as follows:

1. As a consequence of the planned increase of the share capital of BSI,the Company will sell, to the persons of key importance for BSI, up to2.8% of all the shares in BSI. Furthermore, as a consequence of theplanned increases of the share capital of BS Greece and of BS Croatia,the persons of key importance for each of these companies will take up,respectively, up to 5.0% of all the shares in each of the companies, andthe key person of BS Bulgaria will take up to 5.5% shares in thecompany. In the event of entering new foreign markets, the key personsin each of new foreign companies will take up to 5.0% of all the sharesin each such company. The Company shall sell the shares in BSI to thekey persons and the key persons shall take up shares in BS Greece, BSCroatia, BS Bulgaria and, as far as entering new foreign markets isconcerned, they shall take up shares in new foreign companies at a pricenot lower than the fair value of such shares. The key persons shall takeup or acquire shares in the aforementioned companies as a consequence ofentering into shareholders agreements (the "Shareholders Agreements").The Shareholders Agreements will regulate the rights and obligations ofthe key persons and other shareholders in each of the aforementionedcompanies.

2. The Company will use endeavors so as to procure, by the end of 2026,a third party investor for the companies of the Foreign Segment, withthe possibility of an initial public offering of BSI shares (followingits prior transformation into a joint stock company). Consequently, thekey persons will be able to sell the shares acquired under theProgramme. As far as the initial public offering of shares in BSI isconcerned, the shareholdings of the key persons of BS Greece, BS Croatiaand of new foreign companies will be first transformed (converted) intostocks representing jointly no more than 5.0% of the share capital ofBSI. In the event that the above-described assumptions are notimplemented by specific deadline (i.e. by the end of 2026), startingfrom 1 January, 2027, the key persons at BSI, BS Greece and BS Croatiashall be entitled to exercise put options under their shareholdersagreements with respect to the Company or BSI, respectively. The optionsshall entitle the key person to request the Company or BSI,respectively, to repurchase the shares / stocks held by them at pricescalculated on the basis of the financials for the preceding financialyear in accordance with price formulas as specified in specificShareholders Agreements. Starting from April 2020, the key person at BSBulgaria shall have the right to exercise the put option granted to themunder the Shareholders Agreement against BSI with respect to the portionof the shares in the company held by them at a fixed price. In thefollowing years, the key person shall be entitled to exercise putoptions for portions of or once-off put options for all of their sharesuntil the end of 2026 at prices calculated on the basis of the financialratios for the preceding financial year in accordance with priceformulas as specified in specific Shareholders Agreements.