MASTERPLAST Nyilvánosan Működő Részvénytársaság

Share Issue/Capital Change • Nov 5, 2025

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, SOUTH KOREA OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER ACTION BEYOND WHAT IS REQUIRED UNDER HUNGARIAN LAW.

THIS COMMUNICATION IS AN ADVERTISEMENT FOR THE PURPOSES OF THE PROSPECTUS REGULATION EU 2017/1129. IT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

Extraordinary Information (ad-hoc announcement)

Shopper Park Plus Plc. (registered seat: 1015 Budapest, Batthyány utca 3. fszt. 1.; hereinafter: the "Company") announces its intention to conduct an ordinary cash capital increase of approximately 8,000,000 pieces of new shares expected to be launched in the last quarter of 2025 via a secondary public offering (the "SPO" or "Offering") and list the newly issued shares on the Budapest Stock Exchange ("BSE").

Key details of the Offering

Should the Company decide to launch the Offering, it will exclude existing shareholders' statutory subscription rights and will direct the Offering to retail and institutional investors in Hungary and selected international institutional investors outside the United States of America within the meaning of and pursuant to Regulation S under the US Securities Act of 1933. The subject of the Offering will be newly issued ordinary shares granting the same rights as the already issued and BSE listed ordinary shares of the Company with ISIN code HU0000192786 (the "New Shares").

Should the Company proceed with the SPO and launch the Offering, the Offering is expected to consist of the following:

• a prospectus exempt offering to the public in Hungary (the "Public Offering") in accordance with Article 1(4) point (db) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"); and
• an international offering in accordance with Article 1 (4) a) and d) of the Prospectus Regulation, and outside the United States of America within the meaning of and pursuant to Regulation S under the US Securities Act of 1933, as amended (the "International Offering").

Regarding the Public Offering, the Company intends, if and when the Offering is launched, to publish an information document pursuant to Annex IX and Article 1 (4) db) and (5) ba) of the Prospectus Regulation (the "Issue Document") which will contain details of the Public Offering and the risk factors specific to the Company and will, once the Offering will be launched, be published by the Company on its website and submitted to the Hungarian National Bank being the competent authority in Hungary. Hungarian retail investors may participate in the Public Offering.

Within the context of the International Offering, Hungarian institutional investors and certain institutional investors outside of the United States of America and Hungary, and which are deemed as qualified investors as defined in Article 2 (e) of the Prospectus Regulation, may participate in a prospectus exempt offering.

Erste Group Bank AG will act as sole global coordinator for the Offering, along with Concorde Értékpapír Zártkörűen Működő Részvénytársaság and WOOD & Company Financial Services, a.s., acting as joint bookrunners (Erste Group, Concorde and WOOD & Company, together, the "Managers").

In connection with the Offering, the Company, the members of the Company's Board of Directors, as well as certain shareholders, including Penta CEE Holding Zrt. and Portfolion Partner Magántőkealap, are expected to enter into customary lock-up undertakings. The lock-up period is expected to be 180 days following commencement of the first trading day of the New Shares.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, SOUTH KOREA OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER ACTION BEYOND WHAT IS REQUIRED UNDER HUNGARIAN LAW.

THIS COMMUNICATION IS AN ADVERTISEMENT FOR THE PURPOSES OF THE PROSPECTUS REGULATION EU 2017/1129. IT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

Two out of the three largest shareholders of the Company – Penta CEE Holding Zrt. being the largest shareholder managed by Adventum Befektetési Alapkezelő Zrt. and Portfolion Partner Magántőkealap being the third largest shareholder managed by PortfoLion Zrt. – have indicated that they are considering to participate in the Offering.

The Company targets gross proceeds from the Offering of about EUR 90 m to EUR 110 m. The Company will receive the net proceeds of the Offering resulting from the sale of the New Shares. From the gross proceeds resulting from the sale of the New Shares the Company will pay the fees of the Managers and other transaction-related expenses. The amount of net proceeds that the Company will receive from the Offering is dependent on the actual number of New Shares issued and subscribed, the final offer price, the fees of the Managers and the actual costs related to the Offering.

Successful implementation of the Offering by the Company would enable the Company to support the already disclosed investment (acquisition) and ensure sustainable growth across target markets, achieving economies of scale and diversification benefits within the CEE region.

Budapest, 5 November 2025

Shopper Park Plus Plc.

IMPORTANT INFORMATION

This announcement is not, and does not form part of, an offer to sell or buy any securities.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the "Prospectus Regulation") and has not been reviewed or approved by any regulatory or supervisory authority. The information in this document does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation or invitation of any offer to subscribe for or purchase any loans or securities of or make an investment in the Company or any other member of the group or any other entity in any jurisdiction, and nothing contained therein shall form the basis of, or be relied on in connection with, any contract or commitment whatsoever, in particular, it must not be used in making any investment decision. This document is governed by and shall be construed in accordance with Hungarian law.

This announcement is not being made, and may not be distributed in or into, the United States, Australia, Japan, Canada, New Zealand, South Africa, Hong Kong, Switzerland, Singapore, South Korea or any other jurisdiction where such distribution would be unlawful or require registration or any other measures.

This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States without registration or an exemption from registration under the U.S. Securities Act and in accordance with applicable securities laws of the states of the United States. No public offering of securities is being made in the United States.

The Company does not expect or intend to register any securities that it may offer under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or to conduct a public offering of any securities in the United States, and the securities of the Company have not been and will not be registered under the Securities Act and any such securities may not be offered or sold in the United States absent registration under that Act or an available exemption from it. Any public offering of such securities in the United States would require the publication of a prospectus by the Company containing detailed information about the Company and its management, as well as the Company's financial statements. NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, SOUTH KOREA OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER ACTION BEYOND WHAT IS REQUIRED UNDER HUNGARIAN LAW.

THIS COMMUNICATION IS AN ADVERTISEMENT FOR THE PURPOSES OF THE PROSPECTUS REGULATION EU 2017/1129. IT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

Neither this document nor any copy of it may be taken or transmitted into the United States, Australia, Canada or Japan or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with these restrictions may constitute a violation of United States, Canadian, Australian or Japanese securities laws. This document is also not for publication, release or distribution in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction and persons into whose possession this document comes should inform themselves about and observe any such restrictions.

In any EEA Member State, other than Hungary, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation. The Information is only addressed to and directed at persons in member states of the European Economic Area (each a "Relevant State") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In addition, the Information is being distributed only to, and is directed only at, persons in the United Kingdom who are "qualified investors" within the meaning of the Prospectus Regulation, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are (i) "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) high net worth entities to whom it may otherwise lawfully be communicated falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended) in connection with the issue or sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such entities and persons together, "Relevant Persons"). The Information must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any Relevant State, by persons who are not Qualified Investors. Any investment or investment activity to which the Information relates is available only to or will be engaged in only with, (i) Relevant Persons in the United Kingdom, and (ii) Qualified Investors in any Relevant State.

The information in this announcement might be subject to change. Before investing in any securities in the Offering, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Issue Document, if published or disclosed. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase any securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

Persons considering making investments should consult an authorized person specializing in advising on such investments. This announcement does not form part of or constitute a recommendation concerning any offer. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned. Further, this document should not be treated as giving investment, legal, accounting, regulatory, taxation or other advice and recipients should each make their own evaluation of the Company and of the relevance and adequacy of the information contained herein.

No representation, warranty or undertaking, express or implied, is made by the Company and/or the Managers or any of the Company's or the Managers' respective affiliates or any of its or their respective directors, officers, employees, agents, consultants or advisers ("Representatives") or any other person. For persons in Switzerland, the information is not intended to constitute an offer or solicitation to purchase or invest in securities. Also, the information does not constitute a prospectus pursuant to the Swiss Financial Services Act (FinSA). The information is only addressed to professional clients within the meaning of the FinSA. Neither the Information nor any other material relating to it may be publicly distributed or otherwise made publicly available in Switzerland.