Shoper S.A. — Share Issue/Capital Change 2024

Dec 4, 2024

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Shoper S.A., headquartered in Kraków (the "Company"), announces that onDecember 3, 2024, the Company received a notification from itsshareholders - (i) V4C Poland Plus Fund S.C.A SICAV-FIAR, headquarteredin Luxembourg ("V4C"), (ii) KFF Holding SCSp, headquartered inLuxembourg ("KFF"), (iii) K_amp;K Fundacja Rodzinna, headquartered in Kraków("K_amp;K"), and (iv) R_amp;E Fundacja Rodzinna, headquartered in Kraków ("R_amp;E",collectively referred to as the "Selling Shareholders") (the"Notification"), in which the Selling Shareholders informed the Companythat the accelerated book-building process directed exclusively toselected investors meeting specified criteria ("ABB"), aimed at sellingno more than 5,309,801 shares of the Company, representing no more than18.9% of the Company's share capital and total voting rights (the "SoldShares"), has been completed.

According to the Notification, as a result of the ABB process:

(i) the selling price per Sold Share has been set at PLN 39.00,

(ii) the total number of Sold Shares has been determined at 5,309,801,representing approximately 18.9% of the Company's share capital andtotal voting rights, of which:

(a) V4C will sell 2,206,523 Sold Shares, representing approximately 7.8%of the Company's share capital and total voting rights;

(b) KFF will sell 1,034,426 Sold Shares, representing approximately 3.7%of the Company's share capital and total voting rights;

(c) K_amp;K will sell 1,034,426 Sold Shares, representing approximately 3.7%of the Company's share capital and total voting rights; and

(d) R_amp;E will sell 1,034,426 Sold Shares, representing approximately 3.7%of the Company's share capital and total voting rights.

Following the settlement of the sale of the Sold Shares within the ABBprocess, the Selling Shareholders will hold shares in the Companyrepresenting the following stakes:

(i) V4C - approximately 17.4% of the total number of shares and votingrights in the Company;

(ii) KFF - approximately 8.1% of the total number of shares and votingrights in the Company;

(iii) K_amp;K - approximately 8.1% of the total number of shares and votingrights in the Company; and

(iv) R_amp;E - approximately 8.1% of the total number of shares and votingrights in the Company.

mBank S.A., headquartered in Warsaw; Powszechna Kasa Oszczędności BankPolski S.A. Branch - Brokerage Office in Warsaw, headquartered inWarsaw; and Wood _amp; Company Financial Services, A.S., headquartered inPrague, Czech Republic, are acting as Joint Global Coordinators andJoint Bookrunners in connection with the ABB process.

This material does not constitute an advertisement within the meaningof Article 22 of Regulation (EU) No. 2017/1129 of the EuropeanParliament and of the Council of June 14, 2017, on the prospectus to bepublished when securities are offered to the public or admitted totrading on a regulated 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 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 "U.S. Securities Act"), and maybe offered or sold in the United States of America only based on anexemption from registration or in transactions not subject to theregistration requirements under the U.S. Securities Act.

This material (and the information contained herein) does notconstitute or contain an offer to sell securities, an invitation tosubmit an offer to purchase securities, or anencouragement/recommendation to purchase securities and, under nocircumstances, should serve as the basis for decisions to purchase theCompany's securities.