The Management Board of Shoper S.A. with its registered office in Kraków("Issuer", "Company"), in reference to current report no. 9/2022 of May26, 2022, hereby announces the conclusion on September 16, 2025, of apromised share purchase agreement, by virtue of which the Issueracquired from Mr. Piotr Górniak, Mr. Łukasz Gorący, and Mrs. AnnaGórniak the remaining 1,446 (one thousand four hundred and forty-six)shares in the company Sempire Europe Sp. z o.o. with its registeredoffice in Poznań ("Sempire"). The acquired shares have a total nominalvalue of PLN 144,600.00, constitute 40% of Sempire's share capital, andentitle the holder to 40% of the votes at the company's shareholders'meeting.

The price for the acquired shares amounted to PLN 15,000,000.00 (fifteenmillion zlotys). As a result of the transaction's finalization, theIssuer has become the sole shareholder of Sempire, holding 100% of theshares in its share capital.

Sempire is a leading internet marketing agency for the e-commercemarket, providing services in search engine optimization (SEO),advertising campaign management (SEM), and social media profilemanagement. The acquisition of 100% of the shares in Sempire is theculmination of a key strategic investment for the Shoper Group,strengthening the ecosystem of services that support online sales forthe Issuer's clients.

In accordance with the provisions of the investment agreement dated May26, 2022, the price for the second tranche of shares (40%) consisted ofa base amount of PLN 15,000,000.00 ("Base Amount") and a variable amount("Variable Amount" or earn-out), contingent on Sempire achievingspecific revenue targets. The final price for the second tranche ofshares corresponds to the Base Amount specified in the investmentagreement and was set at PLN 15,000,000.00.

Thus, the total price for 100% of the shares in Sempire, acquired in twotranches, amounted to PLN 30,000,000.00