RB: 23/2025
Date: 14 April 2025
Conclusion of a financing agreement with Santander Bank Polska S.A. and Bank Gospodarstwa Krajowego.
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 office in Warsaw (the "Company", the "Issuer"), hereby announces that on 14 April 2025, the Company and certain of its subsidiaries signed a long-term financing agreement (the "Agreement") with Santander Bank Polska S.A. ("Santander") and Bank Gospodarstwa Krajowego (jointly referred to as the "Banks"), for the amount of PLN 1,775,000,000.00 (one billion seven hundred seventy-five million) (the "Financing", the "Loan"). 
The subject of the Agreement is providing of Financing to the Company by the Banks, which will be used to acquire 100% of the shares in the share capital of Mars Spor Kulübü ve Tesisleri İşletmeciliği A.Ş. (as disclosed by the Issuer in report No. 14/2025 of 10 March 2025). The Financing may also be used for capital expenditures related to the organic growth of the Issuer’s capital group, for acquisitions, as well as for general corporate purposes.
Interest on the Financing amount will be calculated based on the WIBOR rate increased by the Banks’ margin. The Financing has been granted until 30 November 2029 and will be secured, among other things, by selected assets of the Issuer’s capital group. The disbursement of funds will be subject to the fulfilment of certain conditions precedent, one of which is the repayment by the Company of the debt arising from the loan agreement dated 1 April 2022, as disclosed by the Issuer in reports No. 13/2022 of 1 April 2022 and No. 60/2024 of 8 November 2024.
In all other respects, the Agreement contains provisions typical for agreements of this type.
At the same time, the Issuer indicates that under the Financing, the existing revolving credit facility with Santander will be maintained (with the possibility of utilization in the form of an overdraft facility and a bank guarantee limit), as well as a bank guarantee limit, with a total available amount of PLN 175,000,000.00 (one hundred seventy-five million) (the "RCF"). The RCF amount of PLN 175,000,000.00 (one hundred seventy-five million) is included in the total Financing amount of PLN 1,775,000,000.00 (one billion seven hundred seventy-five million).
The Issuer has an option and the intention to partially repay the Loan using proceeds from a potential new share issue (pursuant to Resolution No. 4/08.04.2025 of the Extraordinary General Meeting of the Company of 8 April 2025), without incurring any additional prepayment fees.
There are no connections between the Company and the Banks. There are also no connections between the persons managing or supervising the Company and those managing or supervising the Banks.