Entering into a conditional agreement to acquire 100% of share capitalof Mars Spor Kulb ve Tesisleri letmecilii A.. and disclosure ofdelayed inside informationTHIS CURRENT REPORT AND THEINFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, INWHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THEREPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCHPUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS CURRENT REPORT IS FOR INFORMATION PURPOSES ONLY AND IS NOTAN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS CURRENT REPORT.

The Management Board of Benefit Systems S.A. ("Company", "Issuer")announces that on 10 March 2025, the Company, as buyer, entered into aconditional agreement to acquire 100% of the shares in the share capitalof Mars Spor Kulb ve Tesisleri letmecilii A.. with its registeredseat in Istanbul, Turkey ("Mars Spor Kulb") and, indirectly, itssubsidiaries (collectively, the "MAC Group"), with Vector Capital S.r.l. and Odyssey S. r.l., as sellers (the "Transaction").

Closing of the Transaction is subject to the approval of the Turkishantitrust authority regardless of the fulfilment of other conditionsprecedent typical for this type of transaction.

The purchase price for 100% of the shares of Mars Spor Kulb (equityvalue) has been set at USD 420 million as of December 31, 2024 (the MACGroup's net cash as of that date was USD 14 million), plus anincremental remuneration of 7% per annum calculated from January 1, 2025until the closing date of the Transaction (the "Price"), in accordancewith the adopted locked-box settlement formula. At the same time, thePrice may be reduced by the equivalent of unauthorized cash outflowsfrom the MAC Group (so-called leakage).

The company will finance the Transaction with own funds, planned shareissue and debt financing. The decision regarding the participation ofindividual sources in the financing of the Transaction will be made bythe Company after the completion of the share issuance. Completion ofthe Transaction is not conditional on the share issuance.

The acquisition of MAC Group is an important step in the implementationof Benefit Systems Capital Group's strategy assuming, among otherthings, a significant expansion of the fitness clubs network by morethan 300 locations over three years, with more than half of them locatedin foreign markets.

The Issuer's management expects the Transaction to accelerate growth inthe Turkish market and make the Benefit Systems Group a significantplayer in the fitness industry in Turkey.

The MAC Group is a leader in the fitness club market in Turkey, where itoperates fitness club chain under the brands MAC Fit, MAC One, MACStudio, a chain of spa salons under the Nuspa brand and a popular mobileapplication. The MAC Group:

- operates 121 fitness clubs, of which 80 in Istanbul, 14 in Ankara and9 in Izmir as of 2024-year end;

- had 305 thousand gym members (B2C) and 1.4 million digital onlymembers at the end of 2024;

- achieved revenues of USD 112 million and EBITDA of USD 50 million(excluding the impact of IFRS16) in 2024;

- plans to open approximately 26 new clubs in 2025 and approximately 22in 2026;

The Company's Supervisory Board has approved the Transaction.

The Company will report on the next significant stages of theTransaction in separate current reports.

At the same time, the Company, acting pursuant to Article 17 (1) of MAR,hereby disclosed delayed inside information regarding the conclusion ofexclusivity agreement setting forth the key commercial parameters forthe Company's acquisition of 100% of the shares in the share capital ofMars Spor Kulb (the "Inside Information").

Content of the delayed Inside Information:

"The Board of Directors of the Company announces that on February 27,2025, the Company entered into an agreement of transaction exclusivity(the "Exclusivity Agreement") with the shareholders of Mars Spor Kulbve Tesisleri letmecilii A.. with its registered seat in Istanbul,Turkey ("Mars Spor Kulb").

Pursuant to the Exclusivity Agreement, the Company acquired theexclusive right until March 7, 2025 to enter into an agreement toacquire 100% of the shares in the share capital of Mars Spor Kulb and,indirectly, its subsidiaries (collectively, the "MAC Group") (the"Transaction"). The MAC Group operates a chain of fitness clubs inTurkey under the brands MAC Fit, MAC One, MAC Studio and a spa under thebrand Nuspa.

The Exclusivity Agreement established, in particular, the key commercialparameters of the Transaction. The purchase price for 100% of Mars SporKulb shares (equity value) has been set at USD 420million as ofDecember 31, 2024 (the MAC Group's net cash as of that date was USD 14million), and will be increased by an incremental remuneration of 7% perannum, calculated from January 1, 2025 until the closing date of theTransaction (the "Price"), in accordance with the adopted locked-boxsettlement formula. At the same time, the Price may be reduced by theequivalent of unauthorized cash outflows from the MAC Group (so-calledleakage).

The execution of the conditional share purchase agreement in theTransaction (the "Conditional Share Purchase Agreement") is subject to,among other things, (i) the final determination of its content, (ii) theCompany's Supervisory Board's approval of the Transaction, and (iii) thepositive completion of confirmatory due diligence.

The Company will report on the next significant stages of theTransaction in separate current reports."

Reasons justifying the delay in providing the Confidential Information:

In the opinion of the Management Board of the Company, at the time ofthe decision to delay the Inside Information, the delay met theconditions set forth in the MAR Regulation and the European Securitiesand Markets Authority's Guidelines on Market Abuse Regulation of October20, 2016, issued pursuant to Article 17(11) of the MAR Regulation. (ESMAGuidelines )

In the opinion of the Management Board of the Company', immediatedisclosure of the Inside Information could violate the Company'slegitimate interests. The parties to the Transaction have not yet agreedon the final content of the Conditional Share Purchase Agreement.Premature disclosure of the terms and conditions of the Transactioncould weaken the Company's negotiating position and increase the risk ofcompetitive actions that could alter the key commercial parameters ofthe Transaction or even jeopardize its completion.

In addition, premature disclosure of the Inside Information could causethe public to erroneously believe that the Transaction has already beenfinalized or that its finalization is a foregone conclusion, even thoughthe parties have not yet agreed on the final content of the ConditionalShare Purchase Agreement.

In the opinion of the Management Board of the Company, there are noindications that the delayed disclosure of the Inside Information mayhave misled the public as to the likelihood of the occurrence and termsof the Transaction.

The Management Board of the Company has taken the steps required by theMAR Regulation to maintain the confidentiality of the delayed InsideInformation until it is made public, in particular by applying theinternal information circulation and protection procedures implementedat the Company's group level. At the time of the decision to delaydisclosure of the Inside Information, a list of persons with access tothe Confidential Information was drawn up in accordance with Article 18of the MAR Regulation, which will be monitored on an ongoing basis andupdated as necessary.

The Inside Information has been delayed for the duration of thenegotiations - until the conclusion of the Conditional Share PurchaseAgreement.

Information on the possible positive completion of negotiations andconclusion of the Conditional Share Purchase Agreement will be providedby the Company's Management Board in a separate current report.

Pursuant to the wording of the third paragraph of Article 17(4) of theMAR Regulation, immediately after the delayed Confidential Informationis made public, the Company will inform the Financial SupervisoryCommission of the delayed disclosure of the Confidential Information,together with an indication of the fulfilment of the prerequisites forsuch delay, in accordance with Article 4(3) of the CommissionImplementing Regulation EU No. 2016/1055.

IMPORTANT NOTICES

This current report has been prepared in accordance with Article 17.1 ofRegulation (EU) No. 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC.

This current report is solely for information purposes and is publishedby Benefit Systems S.A. (the "Company") exclusively in order to provideessential information about Mars Spor Kulb ve Tesisleri letmeciliiA.. with its registered office in Istanbul, Turkey (the "Target") andthe Company together with its group in relation to the proposedacquisition of 100% of the shares of the Target, as well as theenvisaged sources of financing of the acquisition, including thecontemplated increase of the Company's share capital and thecontemplated offering (the "Offering") of the Company's newly issuedshares (the "Offer Shares").

This current report is by no means intended, whether directly orindirectly, to promote the Offering or subscription for the Offer Sharesor any other shares in the Company and does not represent advertisementor promotional material prepared or published by the Company for thepurpose of promoting the Offer Shares or their subscription or offeringor for the purpose of encouraging an investor, whether directly orindirectly, to acquire or subscribe for any shares in the Company,including the Offer Shares. The Company has not published and has nointention of publishing any materials aimed at promoting the OfferShares or any other shares in the Company, or their subscription orpurchase after the date of this current report.

This current report and the information contained in it is not forpublication, release, transmission distribution or forwarding, in wholeor in part, directly or indirectly, in or into the United States,Australia, Canada, Japan or South Africa or any other jurisdiction inwhich publication, release or distribution would be unlawful. Thiscurrent report is for information purposes only and does not constitutean offer to sell or issue, or the solicitation of an offer to buy,acquire or subscribe for any shares in the capital of the Company,including the Offer Shares, in the United States, Australia, Canada,Japan or South Africa or any other state or jurisdiction. This currentreport has not been approved by any supervising authority or stockexchange. Any failure to comply with these restrictions may constitute aviolation of the securities laws of such jurisdictions.

The Offer Shares (if and once issued) will not be registered under theU.S. Securities Act of 1933, as amended (the "Securities Act") or withany securities regulatory authority of any state or other jurisdictionof the United States and may not be offered, sold, pledged, taken up,resold, transferred or delivered, directly or indirectly, in or into theUnited States absent registration under the Securities Act, exceptpursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act and in compliance withany applicable securities laws of any state or other jurisdiction of theUnited States. The Offer Shares (if and once issued) will not beapproved, disapproved or recommended by the U.S. Securities and ExchangeCommission, any state securities commission in the United States or anyother U.S. regulatory authority, nor will any of the foregoingauthorities pass upon or endorse the merits of the Offering. Subject tocertain exceptions, the Offer Shares may not be offered or sold in theUnited States, Australia, Canada, Japan, South Africa or to, or for theaccount or benefit of, any national, resident or citizen of the UnitedStates, Australia, Canada, Japan, the Republic of South Africa.

The Offering (if any) will be made pursuant to an exemption under theProspectus Regulation (EU) 2017/1129, as amended from time to time(including any relevant implementing measure in any member state, the"Prospectus Regulation"), from the requirement to produce a prospectus.The Offer Shares may only be offered and sold outside the United Statesin offshore transactions as defined in and in accordance with RegulationS under the U.S. Securities Act of 1933, as amended, or pursuant toanother exemption or exemptions from registration requirements in theUnited States of America or other jurisdictions. This current report isbeing distributed to persons in the United Kingdom only in circumstancesin which section 21(1) of the Financial Services and Markets Act 2000,as amended does not apply.

No prospectus will be made available in connection with the matterscontained in this current report and no such prospectus is required (inaccordance with the Prospectus Regulation) to be published. This currentreport and the terms and conditions set out herein are for informationpurposes only and are directed only at persons who are: (a) persons inMember States of the European Economic Area who are qualified investors(within the meaning of article 2(e) of the Prospectus Regulation("Qualified Investors")); and (b) in the United Kingdom, only atinvestors who are persons who (i) have professional experience inmatters relating to investments falling within the definition of"investment professionals" in article 19(5) of the Financial Servicesand Markets Act 2000 (Financial Promotion) Order 2005, as amended (the"Order"); (ii) are persons falling within article 49(2)(a) to (d) ("highnet worth companies, unincorporated associations, etc.") of the Order;or (iii) are persons to whom it may otherwise be lawfully communicated;(c) are qualified institutional buyers in the United States as definedin Rule 144A under the U.S. Securities Act (all such persons togetherbeing referred to as "Relevant Persons"). This current report and theterms and conditions set out herein must not be acted on or relied on bypersons who are not Relevant Persons. Persons distributing this currentreport must satisfy themselves that it is lawful to do so. Anyinvestment or investment activity to which this current report and theterms and conditions set out herein relates is available only toRelevant Persons and will be engaged in only with Relevant Persons

This current report has been issued by, and is the sole responsibilityof, the Company. None of the investment firms involved in connectionwith the Offering (the "Managers") nor any of their respectiveaffiliates accepts any responsibility whatsoever for the contents of theinformation contained in this current report or for any other statementmade or purported to be made by or on behalf of the Managers or any oftheir respective affiliates in connection with the Company, the OfferShares or their offering and/or subscription.

This current report contains (or may contain) certain forward-lookingstatements with respect to certain of the Company's current expectationsand projections about future events. These statements, which sometimesuse words such as "aim", "anticipate", "believe", "intend", "plan","estimate", "expect" and words of similar meaning, reflect the Company'smanagement board's beliefs and expectations and involve a number ofrisks, uncertainties and assumptions which may occur in the future, arebeyond the Company's control and could cause actual results andperformance to differ materially from any expected future results orperformance expressed or implied by the forward-looking statement.Statements contained in this current report regarding past trends oractivities should not be taken as a representation that such trends oractivities will continue in the future. The information contained inthis current report is subject to change without notice and, except asrequired by applicable law, the Company does not assume anyresponsibility or obligation to update publicly or review any of theforward-looking statements contained in it, nor do they intend to. Youshould not place undue reliance on forward-looking statements, whichspeak only as of the date of this current report. No statement in thiscurrent report is or is intended to be a profit forecast or profitestimate or to imply that the earnings of the Company for the current orfuture financial years will necessarily match or exceed the historicalor published earnings of the Company. As a result of these risks,uncertainties and assumptions, the recipient should not place unduereliance on these forward-looking statements as a prediction of actualresults or otherwise.

This current report does not identify or suggest, or purport to identifyor suggest, the risks (direct or indirect) that may be associated withan investment in the Offer Shares (if and once issued). Any investmentdecision to subscribe for or acquire the Offer Shares in the Offering(if any), subscription and/or sale of such shares must be made solely onthe basis of publicly available information, which has not beenindependently verified by the Managers.

The information in this current report may not be forwarded ordistributed to any other person and may not be reproduced in any mannerwhatsoever. Any forwarding, distribution, reproduction or disclosure ofthis information in whole or in part is unauthorised. Failure to complywith this directive may result in a violation of the Securities Act orthe applicable laws of other jurisdictions.

This current report does not constitute an invitation to underwrite,subscribe for or otherwise acquire or dispose of any securities in anyjurisdiction. This current report does not constitute a recommendationconcerning any investor's option with respect to the Offering (if any)and/or subscription of the Offer Shares (if and once issued). Eachinvestor or prospective investor should conduct his, her or its owninvestigation, analysis and evaluation of the business and datadescribed in this current report and publicly available information. Theprice and value of securities can go down as well as up. Pastperformance is not a guide to future performance.