Benefit Systems S.A.

European Markets Close with Mixed Results Amid Inflation Data and Central Bank Policy Speculations

European stock markets closed on Wednesday with mixed results as investors awaited key speeches from central bankers at the European Central Bank (ECB) forum. The Euro Stoxx 50 index fell by 0.72%, while Germany's DAX rose slightly by 0.18%. France's CAC 40 dropped by 0.79%, and the UK's FTSE 100 declined by 0.18%. The broader Stoxx Europe 600 index also saw a decrease of 0.31%.

Market sentiment improved slightly following the release of Eurostat data showing that inflation in the eurozone rose by 2.8% year-on-year in June, below the expected 3.0%. This eased immediate concerns about further monetary tightening by the ECB. However, ECB Governing Council member Martin Kocher indicated that future policy decisions would likely involve either further interest rate hikes or maintaining current levels.

Technology and industrial sectors led gains, while media and consumer goods sectors faced losses. In corporate news, shares of Rheinmetall surged by 5% following the announcement of a £15 billion UK defense investment plan, while Galderma's stock fell 3.5% after a drug rejection by the FDA.

In the U.S., markets showed positive momentum, with the S&P 500 rising by 1.73%, Dow Jones Industrial up by 1.29%, and Nasdaq Composite gaining 2.73%. Meta Platforms Inc. shares soared by 10.5% after announcing expansion plans in cloud infrastructure and AI services.

On the commodities front, oil prices declined, with WTI futures down 1.7% to $68.31 per barrel and Brent futures falling 2.1% to $71.43 per barrel. Meanwhile, silver and gold prices rose by 1.6% and 1.5%, respectively.

Relevance to Benefit Systems S.A.: The article highlights macroeconomic factors such as inflation and interest rate trends, which directly impact financing costs for acquisitions like Benefit Systems' MAC Group deal. Additionally, fluctuations in energy prices could influence the operational costs of fitness clubs, a key component of Benefit Systems' business model.

Benefit Systems S.A. Reports Record Growth in Active MultiSport Cards for Q2 2026

Benefit Systems S.A., a leading provider of non-pay employee benefits, has announced a significant milestone in its operations. By the end of Q2 2026, the company reported a total of 2.7 million active MultiSport cards globally. This includes 1.88 million cards in Poland, 733,800 cards in the European Union segment, and 85,500 cards in Turkey. The figures highlight the company's continued expansion and growing demand for its flagship subscription-based fitness and recreation program.

The increase in active MultiSport cards underscores Benefit Systems' strong market position and its ability to adapt to evolving employee benefit trends. The company's integrated business model, combining the sale of sport cards with the management of proprietary fitness clubs, has proven effective in driving growth and maintaining service quality across its markets.

Relevance to Benefit Systems S.A.: The reported growth in active MultiSport cards aligns with the company's core business strategy and highlights its success in expanding its customer base both domestically and internationally, including in key markets like Turkey. This achievement reinforces its leadership in the non-pay employee benefits sector.

Benefit Systems S.A. Announces Extraordinary General Meeting to Discuss Key Corporate Changes

Benefit Systems S.A., a leading provider of non-pay employee benefits in sports, recreation, culture, and well-being, has scheduled an Extraordinary General Meeting (EGM) for July 21, 2026, at its headquarters in Warsaw. The meeting will address several critical matters, including proposed amendments to the company's statutes, updates to the 2026–2028 Incentive Scheme, and the issuance of subscription warrants and shares to support the scheme. The proposed changes aim to modernize corporate governance, enhance the Supervisory Board's oversight, and align the company's operations with international standards and shareholder expectations.

The key agenda items include:

• Amendments to the company's statutes to increase transparency and strengthen the Supervisory Board's role in overseeing significant business decisions.
• Adjustments to the 2026–2028 Incentive Scheme, including extending the lock-up period for shares and linking it to the approval of financial statements for the relevant performance period.
• The issuance of Series O, P, R, S, T, and U subscription warrants and Series I shares, with a conditional share capital increase to facilitate the implementation of the Incentive Scheme.

The company has proposed excluding existing shareholders' pre-emptive rights for the subscription warrants and shares, citing the need to align the interests of key personnel with long-term business objectives and shareholder value creation. The issue price for the new shares has been set at PLN 4,120.05 per share, adjusted for dividends paid during the scheme's duration.

The Supervisory Board has expressed its support for the proposed resolutions, emphasizing their alignment with the company's strategic goals and corporate governance best practices.

Relevance to Benefit Systems S.A.: The proposed changes are directly aligned with Benefit Systems S.A.'s business model, which integrates employee benefits with fitness club management, by ensuring robust corporate governance and incentivizing key personnel to drive long-term growth and operational efficiency.

Resignation of Board Member Adam Kędzierski Announced by Benefit Systems S.A.

Benefit Systems S.A., a leading provider of non-pay employee benefits and operator of the MultiSport card program, has announced the immediate resignation of Adam Kędzierski from his position as a Member of the Management Board. The resignation, effective as of June 15, 2026, was submitted without any stated reasons, according to the company’s official communication.

The departure of a key executive could have implications for the company’s strategic direction and operational management, particularly as it continues to expand its fitness and well-being services both domestically and internationally.

Relevance to Benefit Systems S.A.: Leadership changes at the management level are critical for a company like Benefit Systems S.A., which operates in a competitive and dynamic market. This development could influence the company’s ability to maintain its growth trajectory and operational synergies across its fitness and MultiSport operations.

Benefit Systems S.A. Shareholders Approve New Incentive Scheme for 2026-2028

During the Ordinary General Meeting of Shareholders held on June 10, 2026, Benefit Systems S.A., a leading provider of non-pay employee benefits in Poland and abroad, announced the approval of a new Incentive Scheme for the years 2026-2028. The scheme, proposed by Nationale-Nederlanden Open Pension Fund and approved by the shareholders, aims to align the interests of key personnel with the company’s long-term business objectives and shareholder value.

The Incentive Scheme will involve the issuance of up to 99,000 subscription warrants, which will entitle eligible participants to subscribe to the company’s shares. These warrants will be issued in three tranches over the three-year period, with eligibility tied to the achievement of specific financial performance targets, including Consolidated Normalized Operating Profit per Share (EBITpS) and Consolidated Normalized Profit Before Tax per Share (PBTpS). The scheme is designed to motivate key management and employees while fostering their participation in the company’s shareholding structure.

However, a competing proposal for the incentive scheme, submitted by shareholder Mr. Marek Kamola, was not put to a vote as the approved resolution rendered it redundant. The approved scheme will be implemented under the supervision of the company’s Supervisory Board, which will finalize the detailed rules within one month.

The scheme also includes provisions for the allocation of warrants to a maximum of 149 key personnel, with specific conditions for eligibility and performance-based rights to subscribe to shares. The issue price of shares will be determined based on the average closing price of Benefit Systems S.A. shares on the Warsaw Stock Exchange, adjusted for dividends paid during the scheme period.

Relevance to Benefit Systems S.A.

This development is highly relevant to Benefit Systems S.A. as it underscores the company’s commitment to retaining and motivating key talent, which is critical for sustaining its leadership in the non-pay employee benefits market and achieving its long-term growth objectives.

Benefit Systems S.A. Announces Dividend Payout for 2025

On June 10, 2026, the Ordinary General Meeting of Shareholders of Benefit Systems S.A., headquartered in Warsaw, approved a resolution regarding the allocation of the company's net profit for the fiscal year 2025. The net profit, amounting to PLN 402,089,085.32, will be distributed as follows:

• PLN 330,104,200.00 will be allocated for dividend payments to shareholders, equating to PLN 100.00 per share.
• PLN 71,984,885.32 will be transferred to the company's reserve capital.

The dividend will cover 3,301,042 shares, with the dividend record date set for September 7, 2026, and the payment date scheduled for September 25, 2026.

This decision underscores Benefit Systems S.A.'s strong financial performance and commitment to delivering value to its shareholders.

Relevance: The announcement highlights the company's robust profitability and financial stability, which are critical for sustaining its operations in the competitive non-pay benefits market and supporting its strategic initiatives, including international expansion and fitness club management.

Benefit Systems S.A. Board Issues Opinion on Shareholder Proposals for Upcoming General Meeting

The Management Board of Benefit Systems S.A., headquartered in Warsaw, has released an official opinion regarding shareholder proposals submitted by Otwarty Fundusz Emerytalny PZU "Złota Jesień" ahead of the Ordinary General Meeting scheduled for June 10, 2026. The proposals include the exclusion of existing shareholders' preemptive rights for subscription warrants of series O, P, R, S, T, and U, as well as preemptive rights for series I shares. Additionally, the proposals outline a method for determining the issue price of these securities. The Board's opinion, which provides detailed reasoning for these changes, has been attached to the company's latest report.

Relevance to Benefit Systems S.A.: This development is significant as it reflects the company's strategic approach to capital management and shareholder relations, which are critical for sustaining its growth and expansion in the competitive non-pay benefits market.

Benefit Systems S.A. Announces Amendments to Articles of Association Ahead of Extraordinary General Meeting

Benefit Systems S.A., a leading provider of non-pay employee benefits in Poland and abroad, has announced significant amendments to its Articles of Association, which will be discussed and voted on during the upcoming Extraordinary General Meeting (EGM) scheduled for July 21, 2025. The proposed changes, initiated at the request of Allianz Polska Open Pension Fund, include increasing the flexibility of the Supervisory Board's composition by allowing for 5 to 7 members instead of the current fixed number of 6. Additionally, the term of office for Supervisory Board members will be reduced from five years to four years after the current term ends in 2028. The EGM will also vote on granting the Supervisory Board the authority to adopt a consolidated text of the amended Articles of Association.

The proposed changes aim to enhance the governance structure of the company by providing greater adaptability in managing the Supervisory Board and aligning the term of office with best practices and regulatory recommendations. The resolutions will take effect upon approval by the EGM and subsequent registration with the National Court Register.

For more details, shareholders and stakeholders can access the full agenda and related documents on the company's official website.

Relevance to Benefit Systems S.A.: These amendments reflect the company's commitment to improving corporate governance and ensuring operational efficiency, which aligns with its strategic focus on maintaining high service quality and robust management practices across its fitness and employee benefits operations.

Benefit Systems S.A. Completes Public Offering of Series H Shares, Incurs Significant Costs

Benefit Systems S.A., a leading provider of non-pay employee benefits in Poland and abroad, has successfully concluded the public offering of 280,000 Series H ordinary bearer shares, each with a nominal value of PLN 1.00. The company disclosed that the total costs associated with the offering amounted to PLN 17,532,075.94, with the majority—PLN 17,416,831.94—allocated to the preparation and execution of the offering. Other costs included PLN 115,244 for miscellaneous expenses. The average cost per share for the subscription was approximately PLN 62.61. These expenses will be deducted from the proceeds of the share issuance.

The offering is part of Benefit Systems' broader strategy to strengthen its financial position and support its ongoing operations, including its flagship MultiSport program and the management of over 240 proprietary fitness clubs across Poland and other international markets.

Relevance to Benefit Systems S.A.: The article highlights the financial implications of the company's recent public offering, which directly impacts its ability to fund strategic initiatives, including the expansion of its fitness and well-being services in Poland and abroad.

Benefit Systems S.A. Announces Merger with Subsidiaries Fit Meet and Core Fitness

Benefit Systems S.A., a leading provider of non-pay employee benefits in Poland, has announced its intention to merge with its wholly-owned subsidiaries, Fit Meet sp. z o.o. and Core Fitness sp. z o.o. The merger, which will be executed through the transfer of all assets of the subsidiaries to Benefit Systems S.A., is set to proceed without increasing the company's share capital or exchanging shares. The merger plan, finalized on May 7, 2026, has been made publicly available on the company’s website and is scheduled for approval during the Ordinary General Meeting on June 10, 2026. Upon completion, the subsidiaries will be removed from the National Court Register, and Benefit Systems S.A. will assume all their rights and obligations.

In accordance with Polish Commercial Companies Code provisions, the merger process will not require a written justification report or an auditor's review of the merger plan. Shareholders have been granted continuous access to relevant documentation via the company’s website until the conclusion of the General Meeting.

Relevance: This merger aligns with Benefit Systems S.A.'s strategy of integrating its operations to enhance efficiency and streamline its business model, which combines the sale of sports cards with the management of fitness clubs.