Signing of the investment agreement concerning the company VOSEDO S.A.

The Management Board of OPONEO.PL S.A. with its registered office in Bydgoszcz (hereinafter: "the Company") announces that on 31 January 2022, the Company concluded a conditional investment agreement with ESOTIQ & HENDERSON S.A., with its registered office in Gdańsk (hereinafter: "ESOTIQ"), PATRONADO LIMITED with its registered office in Nicosia, Cyprus, Sławomir Rybka and VOSEDO S.A. with its registered office in Mikołów (hereinafter: "VOSEDO")  concerning the investment to be implemented by the Company in VOSEDO, through the subscription of new shares in the share capital of VOSEDO by the Company.

The core business of VOSEDO shall involve the running of a multi-brand sales platform - the VOSEDO online shop which will offer products from leading brands of women's and men's underwear, home wear, beachwear, cosmetics and perfumes.

The agreement provides for the subscription by the Company of the total of 5,157 (in words: five thousand one hundred and fifty-seven) ordinary bearer shares of new issue, in the share capital of VOSEDO, with a nominal value of PLN 100.00 (in words: one hundred zlotys) per share, with the total par value of PLN 515,700.00 (in words: five hundred fifteen thousand and seven hundred zlotys), authorising to 5,157 (in words: five thousand one hundred and fifty-seven) votes at the General Meeting of VOSEDO, for the total issue price of PLN 6,000,014.79 PLN (in words: six million fourteen zlotys 79/100).

Following the Company's investment in VOSEDO:

- The Company will hold 5,157 (in words: five thousand one hundred and fifty-seven) ordinary bearer shares in VOSEDO, with a par value of PLN 100.00 (in words: one hundred zloty) per share, representing 33% of VOSEDO share capital;

- ESOTIQ and the other entities will hold the total of 10,470 (in words: ten thousand four hundred and seventy) ordinary bearer shares in VOSEDO, with a par value of PLN 100.00 (in words: one hundred zlotys) per share, constituting the total of 67% of VOSEDO share capital (of which ESOTIQ will hold the total of 5,157 (in words: five thousand one hundred and fifty-seven) ordinary bearer shares in VOSEDO constituting 33% of VOSEDO share capital).

Furthermore, one of the objectives of VOSEDO's investors is to achieve the introduction and admission of VOSEDO shares to trading on the regulated market of the Warsaw Stock Exchange S.A. within a time frame of approximately five years from the date of commencement of operations by VOSEDO.

The implementation of the investment agreement with regard to the acquisition of VOSEDO shares by the Company will take place subject to the approval of the President of the Office for Competition and Consumer Protection (UOKiK) for the concentration.

OPONEO.PL Group, with its registered office in Bydgoszcz is a leader in online tyre sales in Poland, operating in thirteen countries of Europe. Its consolidated annual revenue for 2020 reached PLN 1.063 million. The OPONEO.PL S.A. company has been listed on the WSE since 2007. The planned transaction of acquiring shares in VOSEDO is in line with the strategy of OPONEO.PL S.A. aimed at diversifying business based on new e-commerce projects and product markets.

The ESOTIQ company listed on the regulated market of the WSE which comprises its own brands, Esotiq and Henderson, has been the leader in the design and sale of underwear for many years. ESOTIQ's strength is its diversified sales network, which includes its own stores, franchise stores, multibrand outlets, online stores and wholesale. ESOTIQ sells nationally and internationally. The consolidated annual revenue of ESOTIQ for 2020 exceeded PLN 173 million.

The synergic involvement of knowledge, skills and experience and the trust of customers gained by VOSEDO's investment partners in many years’ e-commerce activities provide a sound basis for creating an online shop with a strong competitive position on the Polish and European market. In accordance with the assumptions, the Vosedo.com online store will begin its operations at the turn of the first and second quarter of the current year