„DINO POLSKA” S.A. – Current Report No. 8/2023 – Decision regarding „DINO POLSKA” S.A.’s acquisition of a 75% equity stake in the eZebra.pl sp. z o.o. internet drug store

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Current Report No. 8/2023 – Decision regarding „DINO POLSKA” S.A.’s acquisition of a 75% equity stake in the eZebra.pl sp. z o.o. internet drug store

Date: 17 October 2023

The Management Board of „DINO POLSKA” S.A. (“Company”) reports that on 17 October 2023, acting pursuant to the consent given by the Company’s Supervisory Board, it entered into a Preliminary Conditional Share Purchase Agreement and a Shareholder Agreement (“Agreement”) with the company doing business as eZebra.pl sp. z o.o. with its registered office in Lublin (“eZebra”) and its shareholders (“Founders”). On the basis thereof, as a result of acquiring the secondary shares from the Founders and following the registration of the share capital increase of eZebra and after the Company’s subscription for newly-issued shares, the Company 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 accessories in the beauty, health, personal hygiene and household categories.

The Company’s intention is to cooperate with the Founders and the management of eZebra to continue developing the operations of the ezebra.pl drug store and jointly develop competences in e-commerce. The Founders will continue to serve in the Management Board of eZebra to oversee the execution of its growth strategy.

According to the Agreement the Company will acquire control of eZebra and its subsidiaries, i.e.: 3BOOM sp. z o.o. with its registered office in Lublin (“3BOOM”) and JTG Polska sp. z o.o. with its registered office in Lublin (“JTG”), holding its own warehouse and rendering warehouse and shipping services.

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

the consent of the President of the Office of Competition and Consumer Protection is obtained to acquire the Shares,
the Founders obtain the consent of JTG’s lender to execute the aforementioned transaction and perform other activities required by the agreements in place with this bank.

The Price for the Shares will be approximately PLN 61 million (“Sales Price”), of which PLN 11.5 million will serve as a contribution with the Company subscribing for new shares in the share capital of eZebra and will support its ongoing development, while the amount of approximately PLN 49.5 million will serve as payment for the secondary shares purchased by the Company from the Founders. The Sales Price will be adjusted 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 stake in eZebra, the Founders have granted the Company the right to acquire that equity stake (Call Option) while the Founders have the right to sell that equity stake to the Company (Put Option). The Call and Put Options will be in force for the 6 months following the elapse of 5 years and 6 months (for the Call Option) and 5 years and 9 months (for the Put Option) from the Closing Date.

The Price for the shares under the option is 25% of the amount equal to the product of the EBITDA result of eZebra for the year preceding the execution of the option and the multiplier of 9 for the Call Option and 8 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 the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.