Report Content

Current Report No. 10/2024

Date of preparation:

April 8, 2024

Abbreviated name of the issuer:

Comperia.pl S.A.

Subject:

Adoption by the Company's Board of Directors of a resolution to carryout a buyback of the Company's own shares and the announcement of aninvitation to tender for the sale of shares

Legal basis:

Article 17 (1) MAR - confidential information

Content of the report:

The Management Board of Comperia.pl S.A. (the _quot;Company_quot;) announces that,acting on the basis of Resolution No. 3 of the Company's ExtraordinaryGeneral Meeting of September 14, 2022 on authorizing the Company'sManagement Board to purchase the Company's own shares and appointing aproxy authorized to represent the Company in transactions of purchasingthe Company's own shares from shareholders who are also members of theCompany's Management Board, subsequently amended by Resolution No. 17 ofthe Company's Ordinary General Meeting of June 14, 2023, amendingResolution No. 3 of the Company's Extraordinary General Meeting ofSeptember 14, 2022, on authorizing the Company's Board of Directors topurchase the Company's own shares and appointing a proxy authorized torepresent the Company in transactions of purchasing the Company's ownshares from shareholders who are also members of the Company's Board ofDirectors, and on establishing the Company's Incentive Program for2023-2025 (the _quot;Authorizing Resolution_quot;), and on the basis of theCompany's Supervisory Board's Resolution of April 8,, 2024 onauthorizing the repurchase of the Company's own shares under revisedconditions, today adopted a resolution to carry out the repurchase ofthe Company's own shares (the _quot;Treasury Shares_quot;, the _quot;ManagementResolution_quot;).

Below, the Board of Directors provides information on the most relevantprinciples for the implementation of the repurchase of Treasury Sharesset forth in the Board Resolution:

1) the Treasury Shares will be purchased through an investment firm inan over-the-counter transaction or transactions outside the organizedsystem of trading in financial instruments, conducted by means of apublic invitation to tender the Treasury Shares (the _quot;Offer_quot;) by allshareholders of the Company (the _quot;Invitation_quot;), which in no case shallconstitute: (i) a public tender offer for the sale or exchange of sharesreferred to in Article 72a et seq. of the Act of July 29, 2005 on PublicOffering, Conditions Governing the Introduction of Financial Instrumentsto Organized Trading and Public Companies (the _quot;Public Offering Act_quot;),or (ii) an offer within the meaning of Article 66 of the Act of April23, 1964. - Civil Code;

2) the total number of Treasury Shares to be purchased by the Company asa result of the Invitation shall not exceed 400.753 shares;

3) in the event that the number of Treasury Shares offered byshareholders for acquisition by the Company in response to theInvitation is higher than the total number of Treasury Shares specifiedby the Company in the announced Invitation, the Board of Directors shallproportionally reduce the Shareholders' Offers, rounding the fractionalnumber of Treasury Shares down to the nearest whole number, so that thetotal number of Treasury Shares equals the maximum number of TreasuryShares to be acquired by the Company, as indicated by the Company in theannounced Invitation, while maintaining the principle of equal treatmentof all shareholders. The Treasury Shares remaining after applying theabove rounding (i.e., Treasury Shares in the number representing thedifference between the maximum number of Treasury Shares specified bythe Company in the announced Invitation and the total number of TreasuryShares covered by the reduced and rounded Offers) shall be allocated oneby one, starting from the largest Offers to the smallest Offers, untilthe total allocation of Treasury Shares in the number equal to themaximum number of Treasury Shares to be purchased by the Company asindicated in the Invitation;

4) the price at which Treasury Shares will be purchased is PLN 6,60 (sixzloty and 60/100) per Treasury Share, subject to the possibility ofincreasing the price for the purchase of Treasury Shares on the termsand conditions specified in detail in the Invitation. The price has beendetermined taking into account the conditions set forth in theAuthorizing Resolution;

5) the total amount to be paid by the Company for the acquired TreasuryShares, taking into account the acquisition costs, shall not exceed PLN4,618,759.73 (four million six hundred and eighteen thousand sevenhundred and fifty-nine zlotys seventy-three cents);

6) the Treasury Shares will be purchased from shareholders againstconsideration paid from the funds from the reserve capital establishedfor this purpose pursuant to Resolution No. 7 of the Company's OrdinaryGeneral Meeting of June 27, 2022 on the distribution of the Company'snet profit for the 2021 fiscal year and Resolution No. 7 of theCompany's Ordinary General Meeting of June 14, 2023 on the distributionof the Company's net profit for the 2022 fiscal year, i.e. exclusivelyfrom the amount that, pursuant to Article 348 § 1 of the CommercialCompanies Code, may be allocated for distribution among shareholders;

7) the Treasury Shares shall be purchased by the Company forcancellation and the related reduction of the Company's share capital,or for the purpose of offering them by the Company as part of anincentive program established by a separate resolution of the Company'sGeneral Meeting of Shareholders;

8) the repurchase of Treasury Shares shall be carried out, in accordancewith the following schedule, subject to the possibility of changing theschedule on the terms detailed in the Invitation:

(a) date of announcement of the Invitation: April 8, 2024,

(b) date of commencement of acceptance of Offers from shareholders:April 10, 2024,

(c) closing date for accepting Offers from shareholders: April 23, 2024,

(d) the expected date of acquisition of Treasury Shares by the Company:April 26, 2024;

9) the Treasury Shares acquired by the Company shall be fully paid up;

10) the Treasury Shares acquired by the Company must be fullytransferable and free from encumbrances, such as, in particular,ordinary, fiscal, registered or financial pledge, attachment inenforcement proceedings, establishment of an option, pre-emptive orother right of priority or any other right, encumbrance or restrictionestablished in favour of third parties of a material or obligatorynature;

11) the Board of Directors, at its sole discretion, guided by theinterests of the Company and within the limits set forth in theAuthorizing Resolution, may terminate the acquisition of Treasury Sharesat any time, abandon the acquisition of Treasury Shares in whole or inpart, or waive the implementation of the Board of Directors' Resolutionand the Authorizing Resolution.

In connection with the above, attached to this current report, the Boardof Directors provides the Invitation, which sets forth the detailedterms, conditions and deadlines for conducting the Treasury Sharesacquisition transaction, in particular, the terms and deadlines forsubmission of Offers by shareholders, as well as the terms andconditions for settlement of the Treasury Shares acquisition transaction.