Benefit Systems expects to acquire the leader in the Turkish fitness market MAC Group, managing over 120 fitness clubs

The acquisition of the MAC Group is an important step in the implementation of the Benefit Systems Group's development strategy, presented at the end of 2024. The Strategy assumes among others dynamic growth of fitness club network by more than 300 locations in 2025 - 2027, of which more than half will be in foreign markets. As the newest market in which the Group operates, Turkey is ideally suited to the Benefit Systems’ business model, both in terms of (i) demographic potential - a young, aspiring population living in large cities - with over 26 million people in the three largest cities (Istanbul, Ankara, Izmir), and (ii) the nature of the fragmented fitness market in Turkey, which benefits from high customer demand for affordable fitness products.

The MAC Group is the largest chain of fitness clubs and the clear leader of the fitness market in Turkey, with competitors lacking the same scale and number of locations. MAC Group’s strong portfolio of gyms is operating in attractive locations in Turkey’s largest cities – in Istanbul there are 80, 14 in Ankara and 9 in Izmir. At the end of 2024, 305 thousand users were using the chain's services and over 1.4 million people were using the online products, including mobile app. Moreover, the MAC Group owns Nuspa branded SPA salons.

The MAC Group has an attractive financial profile with above-average returns. In 2024, the Group's sales revenue amounted to 112 million dollars, and EBITDA (excluding the impact of IFRS16) amounted to 50 million dollars.

MAC Group with its ambitious expansion plans provides Benefit Systems with significant growth opportunity in Turkey.

Locations of MACFit, MAC One and MAC Studio clubs (data as of 2024):

Benefit Systems has agreed an equity value of $420 million with the MAC Group's at the end of 2024. The purchase price will include an additional cumulative remuneration of 7% per annum, calculated from 1 January 2025 until the date of closing of the transaction. Transaction closing remains subject to i.a. the approval of the Turkish Competition Authority. The company plans to finance the transaction with existing funds and debt financing. Additionally, Benefit Systems is considering a new share issue. Current scenario assumes raising approx. PLN 800 million, but the final amount of the new issue might be subject to changes. The completion of the Transaction is not conditional on the planned share issuance success.

Jefferies International Limited is acting as sole financial advisor to Benefit Systems; MJH Moskwa, Jarmul, Haładyj i Partnerzy was its lead legal counsel on the transaction. The company was also supported by Hergüner, Bain & Company and E&Y.

Comment from Marcin Fojudzki, Member of the Board of Benefit Systems, responsible for the Group's finances, among other things:

The acquisition of the MAC Group, which has a strong position and operates sports facilities under three popular fitness chains, is the largest acquisition in our company's history, which will undoubtedly enhance our presence in Turkey and significantly enrich the MultiSport Programme’s offering. We are well prepared for this transaction from a financial point of view. We expect to finance the transaction from own existing cash resources and debt financing, and we are also planning a share issue, which may be a sensible way to partially finance our strategy for 2025-2027. For several years now, we have stood out in the capital markets for the Group's dynamic growth and increasing profitability. We hope that our shareholders share our belief in the attractiveness of the market opportunity.

In connection with the conditional agreement to acquire the MAC Group, the Benefit Systems Management Board has convened an Extraordinary General Meeting of Shareholders on 8 April April this year to approve the envisaged share issuance. The share issue will take place without pre-emptive rights and will be aimed at selected investors while the Company's shareholders holding shares entitling to more than 0.5% of the votes in the Company as of 23 March will have priority in the allocation of new issue shares in proportion to the number of shares already held.

Current report regarding the conditional acquisition of Mars Spor Kulübü and its subsidiaries (MAC Group), as well as Current report announcing convening the Extraordinary General Meeting of Shareholders on 8 April 2025 and draft resolutions are available here: www.benefitsystems.pl/en/for-investors/reports/.

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^{Benefit Systems has been operating on the Polish market for over two decades and is one of the leaders in providing non-financial benefits that support employee wellbeing. The company is the creator of the MultiSport Programme, which enables physical activity in sports facilities throughout the country. Its portfolio also includes the MyBenefit cafeteria platform and the MultiLife wellbeing programme. For several years now, the company’s sports offer has been developed on foreign markets, including the Czech Republic, Slovakia, Bulgaria, Croatia, and Turkey. The Benefit Systems Group also operates fitness clubs (in Poland it is responsible for i.a. Zdrofit, Fabryka Formy, FitFabric, Fitness Academy, My Fitness Place networks; in other markets it manages over 80 facilities). An important area of Benefit Systems activities is the promotion of an active lifestyle at every stage of life, which is why the company implements initiatives supporting physical activity of children, adults, and seniors, also as part of the MultiSport Foundation. Since 2018, Benefit Systems has been part of the global B Corp initiative, bringing together companies operating and engaging in solving the most important social problems. More information can be found at benefitsystems.pl/en.}

Jolanta Jędrysek

Head of Communications, Benefit Systems

• j.jedrysek@benefitsystems.pl
• 519 312 964

Agnieszka Bemowska-Niewiarowska

Kierownik Zespołu PR, Benefit Systems

• a.bemowska@benefitsystems.pl
• 517 172 559