Decision regarding "DINO POLSKA" S.A.'s acquisition of a 75% equitystake in the eZebra.pl sp. z o.o. internet drug store

The Management Board of "DINO POLSKA" S.A. ("Company") reports that on17 October 2023, acting pursuant to the consent given by the Company'sSupervisory Board, it entered into a Preliminary Conditional SharePurchase Agreement and a Shareholder Agreement ("Agreement") with thecompany doing business as eZebra.pl sp. z o.o. with its registeredoffice in Lublin ("eZebra") and its shareholders ("Founders"). On thebasis thereof, as a result of acquiring the secondary shares from theFounders and following the registration of the share capital increase ofeZebra and after the Company's subscription for newly-issued shares, theCompany will ultimately become the owner of a 75% equity stake in eZebra("Shares").

eZebra runs an internet drug store at the following ezebra.pl website.It offers an extensive range of cosmetics and perfumes and accessoriesin the beauty, health, personal hygiene and household categories.

The Company's intention is to cooperate with the Founders and themanagement of eZebra to continue developing the operations of theezebra.pl drug store and jointly develop competences in e-commerce. TheFounders will continue to serve in the Management Board of eZebra tooversee the execution of its growth strategy.

According to the Agreement the Company will acquire control of eZebraand its subsidiaries, i.e.: 3BOOM sp. z o.o. with its registered officein Lublin ("3BOOM") and JTG Polska sp. z o.o. with its registered officein Lublin ("JTG"), holding its own warehouse and rendering warehouse andshipping services.

The Company will acquire the Shares (Closing Date) provided that thefollowing conditions precedent are fulfilled by 31 March 2024:

• the consent of the President of the Office of Competition and ConsumerProtection is obtained to acquire the Shares,

• the Founders obtain the consent of JTG's lender to execute theaforementioned transaction and perform other activities required by theagreements in place with this bank.

The Price for the Shares will be approximately PLN 61 million ("SalesPrice"), of which PLN 11.5 million will serve as a contribution with theCompany subscribing for new shares in the share capital of eZebra andwill support its ongoing development, while the amount of approximatelyPLN 49.5 million will serve as payment for the secondary sharespurchased by the Company from the Founders. The Sales Price will beadjusted for net debt and the difference in working capital of eZebra,JTG and 3BOOM on the Closing Date.

According to the Agreement, in respect of the remaining 25% equity stakein eZebra, the Founders have granted the Company the right to acquirethat equity stake (Call Option) while the Founders have the right tosell that equity stake to the Company (Put Option). The Call and PutOptions will be in force for the 6 months following the elapse of 5years and 6 months (for the Call Option) and 5 years and 9 months (forthe Put Option) from the Closing Date.

The Price for the shares under the option is 25% of the amount equal tothe product of the EBITDA result of eZebra for the year preceding theexecution of the option and the multiplier of 9 for the Call Option and8 for the Put Option, minus the net debt of eZebra in both cases.

Legal basis: Art. 17 sec. 1 of Regulation (EC) No 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(market abuse regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC. - confidential information.