Shoper S.A. — Major Shareholding Notification 2024

Dec 2, 2024

Report Content Subject:Notification from four shareholders of the Companyregarding the commencement of the process of selling a portion of theirshares in the Company as part of an accelerated bookbuilding process.

This announcement is not intended for distribution, publication, ordissemination, directly or indirectly, in the United States of America,Australia, Canada, or Japan, or in any other jurisdiction where suchdistribution, publication, or dissemination would be restricted orunlawful.

Shoper S.A., with its registered office in Kraków (the _quot;Company_quot;),announces that on December 2, 2024, the Company received a notificationfrom the Company's shareholders: (i) V4C Poland Plus Fund S.C.ASICAV-FIAR, based in Luxembourg (_quot;V4C_quot;), (ii) KFF Holding SCSp, based inLuxembourg (_quot;KFF_quot;), (iii) K_amp;K Family Foundation, based in Kraków(_quot;K_amp;K_quot;), and (iv) R_amp;E Family Foundation, based in Kraków (_quot;R_amp;E_quot;, jointlyreferred to as the _quot;Selling Shareholders_quot;) (the _quot;Notification_quot;). In theNotification, the Selling Shareholders informed the Company thatfollowing the submission of the Notification, a process of acceleratedbookbuilding directed exclusively to selected investors meeting specificcriteria (_quot;ABB_quot;) would commence. The purpose of the ABB process is tosell up to 5,309,801 shares of the Company, constituting no more than18.9% of the Company's share capital and total voting rights (the_quot;Offered Shares_quot;), wherein:

(i) V4C offers to sell in the ABB up to 2,206,523 Offered Shares,constituting no more than 7.8% of the Company's share capital and totalvoting rights; (ii) KFF offers to sell in the ABB up to 1,034,426Offered Shares, constituting no more than 3.7% of the Company's sharecapital and total voting rights; (iii) K_amp;K offers to sell in the ABB upto 1,034,426 Offered Shares, constituting no more than 3.7% of theCompany's share capital and total voting rights; (iv) R_amp;E offers to sellin the ABB up to 1,034,426 Offered Shares, constituting no more than3.7% of the Company's share capital and total voting rights.

mBank S.A., based in Warsaw, (ii) Powszechna Kasa Oszczędności BankPolski S.A. - Brokerage House, based in Warsaw, and (iii) Wood _amp; CompanyFinancial Services, A.S., based in Prague, Czech Republic, are acting asJoint Global Coordinators and Joint Bookrunners in connection with theABB.

According to the Notification: The Offered Shares to be sold in the ABBare not subject to the preliminary sale agreement entered into onNovember 29, 2024, between the Selling Shareholders, Modhaus sp. z o.o.,and cyber_Folks S.A., which the Company announced in Current Report No.28/2024.

The bookbuilding process will commence immediately and may conclude atany time. The sale price of the Offered Shares and the total number ofOffered Shares, including the number of Offered Shares offered by eachSelling Shareholder, will be announced after the close of thebookbuilding process. The Selling Shareholders reserve the right toamend the terms or timeline of the ABB at any time, as well as tosuspend or cancel the ABB at any time.

In connection with the ABB, the Selling Shareholders and Modhaus sp. zo.o. (not participating in the ABB) have committed to the Joint GlobalCoordinators to a lock-up on the remaining shares of the Company held bythem after the ABB for a period of 180 days from the date of the saletransaction of the Offered Shares under the ABB, subject to certainexceptions, including, among others, the sale of the Company's sharesunder the preliminary sale agreement entered into on November 29, 2024,between the Selling Shareholders, Modhaus sp. z o.o., and cyber_FolksS.A.

This material is not an advertisement within the meaning of Article22 of Regulation (EU) 2017/1129 of the European Parliament and of theCouncil of June 14, 2017, on the prospectus to be published whensecurities are offered to the public or admitted to trading on aregulated market and repealing Directive 2003/71/EC.

This material, or any part thereof, is not intended for distributiondirectly or indirectly in the United States of America or in otherjurisdictions where such distribution, publication, or use would besubject to restrictions or unlawful. The securities referred to in thismaterial have not been and will not be registered under the U.S.Securities Act of 1933, as amended (the _quot;U.S. Securities Act_quot;), and maybe offered or sold in the United States of America only pursuant to anexemption from or in a transaction not subject to the registrationrequirements of the U.S. Securities Act.

This material (and the information contained herein) does notconstitute or form part of any offer to sell or solicitation of anyoffer to buy or subscribe for any securities, nor does it constitute aninvitation or recommendation to purchase securities, and under nocircumstances should it be the basis for making a decision to purchasethe Company's securities.