Share Transfer Agreement.

The Management Board of Elkop Estonia SE ("Issuer") informs that today, i.e. on 25 June 2025, a share transfer agreement was signed between the Issuer and Patro Invest OÜ.

The subject of the agreement is the transfer to Patro Invest OÜ of 1 310 000 (one million three hundred and ten thousand) shares of Elkop S.A. with its registered office in Poznań, belonging to the Issuer.

The purpose of the concluded agreement is to exchange the above-mentioned shares of Elkop S.A. for own shares of Elkop Estonia SE in the proportion of 1:6,82 - i.e. for each one share of Elkop S.A., Elkop Estonia SE will receive 6,82 own shares, which will then be redeemed. This ratio in the event of any technical action on the shares of the Issuer or Elkop S.A. will be proportionally reduced or increased depending on the nature of such action.

It is also envisaged that the exchange may be carried out by mutual compensation of liabilities, but only if the compensation of liabilities takes place as part of the settlement of payment for shares in Elkop SA and Elkop Estonia SE. For example, if the parties agree that Elkop Estonia SE will buy back 680 of its own shares from Patro Invest OÜ for PLN 1 500 and at the same time the parties conclude an agreement that Patro Invest OÜ will buy back 100 of Elkop S.A. shares from Elkop Estonia SE for PLN 1 500, the parties may conclude an appropriate compensation of liabilities.

The above exchange ratio is dictated by the current structure of the company's assets. Currently, the only significant asset of the company is the shares in Elkop S.A. in which the company's real estate is concentrated, etc.

The capital of Elkop Estonia SE is currently divided into 9 209 440 shares. The capital of Elkop S.A. which is fully held by the Issuer is divided into 1 349 400 shares. In reality, therefore, for every 6,82 shares of the Issuer, there is 1 share of Elkop S.A. Such an exchange is therefore economically neutral for the Issuer and the Shareholders but it may result in a reduction of the number of shares traded on the stock exchange and therefore may be beneficial in terms of the valuation of the Issuer's shares on the stock exchange.

The implementation of the agreement and the resulting redemption of the Issuer's shares in connection with the implementation of this agreement will be the subject of the next General Meeting of Shareholders of the Issuer.

The agreement was concluded in accordance with Estonian law and provides for the possibility of its termination with a 45-day notice period but this applies only to the unfulfilled part of the obligation.

At the same time, the Management Board indicates that until the final redemption of the Issuer's shares takes place, this agreement is reversible.

The Management Board of the Company undertakes to continue informing the market about the key stages of the implementation of the agreement and the impact of the transaction on the corporate and financial situation of the Company.