The Management Board of cyber_Folks S.A. with its registered office in Poznań [“Company”, “Acquiring Company”] announces that on 20 May 2026 the Management Board of the Company and the Management Board of Shoper S.A. with its registered office in Kraków [“Acquired Company”], acting pursuant to Articles 498 and 499 of the Commercial Companies Code [“CCC”], agreed upon and adopted the merger plan of the Acquiring Company and the Acquired Company [“Merger Plan”].

The merger of the Acquiring Company with the Acquired Company will be effected by transferring all assets of the Acquired Company to the Acquiring Company, i.e. by way of a merger by acquisition pursuant to Article 492 § 1 item 1] of the CCC, with a simultaneous increase in the share capital of the Acquiring Company through the issue of Merger Shares, which the Acquiring Company will allot to the shareholders of the Acquired Company [“Merger”]. As part of the Merger, the share capital of the Acquiring Company will be increased by PLN 64.303,30 [sixty-four thousand three hundred three zlotys 30/00] through the issue of 3.215.165 [three million two hundred fifteen thousand one hundred sixty-five] Series F ordinary bearer shares of the Acquiring Company with a nominal value of PLN 0,02 [two groszy] each [“Merger Shares”], which will be subscribed for by the shareholders of the Acquired Company by way of a public offering [within the meaning of Article 2(d) of Regulation 2017/1129].

For the purposes of the Merger Plan, the valuation of the Acquiring Company and the valuation of the Acquired Company were determined by calculating the volume-weighted average market price of, respectively, the shares of the Acquiring Company and the shares of the Acquired Company on the WSE over the last 3 months preceding 20 May 2026. The average market price was calculated as the volume-weighted average price of shares of, respectively, the Acquiring Company and the Acquired Company on the WSE [volume-weighted average price], being the arithmetic average of the average daily volume-weighted prices. The value of the Acquiring Company was determined by multiplying [i] the average price of the Acquiring Company shares [calculated as described above], which amounted to PLN 179,54 [one hundred seventy-nine zlotys 54/00], by [ii] the number of all existing shares of the Acquiring Company. Similarly, the value of the Acquired Company was determined by multiplying [i] the average price of the Acquired Company shares [calculated as described above], which amounted to PLN 40,97 [forty zlotys 97/00], by [ii] the number of all existing shares of the Acquired Company.

The Merger Shares will be allotted to entities that are shareholders of the Acquired Company on the reference date determined in accordance with the regulations of the Central Securities Depository of Poland S.A. [“KDPW”] and indicated by the Management Board of the Acquiring Company [“Reference Date”]. Persons who are shareholders of the Acquired Company on the Reference Date will acquire the Merger Shares at an exchange ratio of 0,2281:1, where each 1 [one] share of the Acquired Company entitles the holder to 0,2281 shares of the Acquiring Company [“Share Exchange Ratio”]. At the same time, given that: [i] the Acquiring Company holds 14.039.145 [fourteen million thirty-nine thousand one hundred forty-five] shares of the Acquired Company, and [ii] pursuant to Article 514 § 1 of the CCC the Acquiring Company may not take up treasury shares in exchange for the shares it holds in the Acquired Company – the issue of the Merger Shares will not be addressed to the Acquiring Company and the shares held by the Acquiring Company in the Acquired Company will not participate in the Merger. The Merger Shares will be allotted, in accordance with the Share Exchange Ratio, to entities that are shareholders of the Acquired Company on the Reference Date, in such a manner that the number of Merger Shares to be allotted to each shareholder of the Acquired Company will be determined by multiplying the number of shares of the Acquired Company held by that shareholder on the Reference Date by the Share Exchange Ratio, rounded down to the nearest whole number [unless the resulting product is a whole number] [“Rounding”]. Merger Shares that are not allotted to shareholders of the Acquired Company due to application of the Share Exchange Ratio taking into account the Rounding will be retained by the Acquiring Company as treasury shares for disposal, cancellation or another legally permissible purpose. If, due to application of the Share Exchange Ratio, an entitled shareholder of the Acquired Company would be entitled to a fractional part of a Merger Share, that entitled shareholder of the Acquired Company will be entitled to a cash payment referred to in Article 492 § 2 of the CCC [“Cash Payment”]. The amount of the Cash Payment due to each shareholder of the Acquired Company will be calculated by multiplying: [i] the fractional part of a Merger Share attributable to that shareholder of the Acquired Company in accordance with the Share Exchange Ratio, which was not allotted due to the Rounding, by [ii] the arithmetic average of the closing prices of the Acquiring Company shares determined on the WSE over the 30 [thirty] calendar days preceding the Reference Date, provided that if no closing price is determined on a given trading day, the price of the Acquiring Company shares on the WSE determined on that trading day will be used in calculating the arithmetic average of the closing prices of the Acquiring Company shares. The amount of the Cash Payment due to a shareholder of the Acquired Company will be rounded to 1 [one] grosz [PLN 0,01], with PLN 0,005 rounded up.

As a result of the Merger, shareholders of the Acquired Company entitled to shares of the Acquired Company on the Reference Date will become shareholders of the Acquiring Company on the Merger Date without the need to subscribe for or pay for the Merger Shares.

The Merger Shares will be subject to an application for admission to trading on the regulated market operated by the Warsaw Stock Exchange S.A. [“WSE”]. The Acquiring Company will take appropriate steps in this respect, in particular it will prepare and make publicly available the document referred to in Commission Delegated Regulation (EU) 2021/528 of 16 December 2020 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the minimum information content of the document to be published for a prospectus exemption in connection with a takeover by means of an exchange offer, merger or division, which document does not require approval by the Polish Financial Supervision Authority.

The Merger Plan and the report of the Company’s Management Board justifying the merger of the Company with the Acquired Company are attached to this report. In addition, the Company’s Management Board announces that, pursuant to Article 500 § 21 of the CCC, the Merger Plan will be published by the Company today on the Acquiring Company’s website:https://cyberfolks.pl/ and on the Acquired Company’s website:https://shoper.pl.

At the same time, the Company’s Management Board announces that the expert opinion from the examination of the Merger Plan as to its correctness and reliability, pursuant to Article 503 § 1 of the CCC, will be made available immediately after it is prepared by the expert appointed by the competent registry court, in order to enable shareholders to review it in accordance with Article 505 of the CCC.