Shoper IPO launches

Poland's market leader in SaaS solutions for e-commerce will soon go public on the WSE.
Shoper S.A., owner of Poland's most popular e-commerce platform for running an online store in the SaaS (Software as a Service) model, has published a prospectus related to the public offering of shares starting today. The offering covers about 27.1 percent of the Company's shares, and the maximum price has been set at PLN 47. At this price, the value of the offering is PLN 363 million. Subscriptions for individual investors will be conducted from June 22-28. A stock market debut is planned for around July 9.

Shoper is a leader on the Polish market of e-commerce software providers in the SaaS model - it has about 45% market share in terms of the number of customers served, and including stores sold on a private label basis, this share rises to about 57%. It enables entrepreneurs to conveniently, quickly and easily set up their own online store and conduct sales in the online channel. The Company's comprehensive offer consists of the Shoper platform, made available in the form of a subscription, allowing flexible adjustment to the needs of a given client, and a number of services sold in the pay-as-you-grow (PAYG) model, correlated directly to the number of orders or the volume of turnover (GMV) generated by stores on the platform.

The company's solutions are used by more than 21 thousand stores, including about 17 thousand direct customers, which generated nearly 4.5 billion GMV1) in the 12 months ended March 31, 2021. The remaining 4 thousand stores were sold under the private label formula by the Company's partners. Shoper services are used by, among others: Wawel, Sports Channel, Pat&Rub, Kruger&Matz, Military Property Agency.

- With more than 21,000 stores, we are the leader of the Polish market for SaaS e-commerce solutions. Our strategy assumes further dynamic growth in scale of operations, which will be possible both by acquiring new users and increasing revenues from our existing customer base. Our advantage is a strong market position and a rich offer of additional services billed in the pay-as-you-grow model, which help eshops to effectively increase sales. This allows us to grow together with our customers," comments Marcin Kuśmierz, CEO of Shoper.

The high scalability of the SaaS model and Shoper's market position provide a solid basis for further growth. By 2026, Shoper wants to increase the Shoper platform's user base to 50,000 online stores and 7,000 users of the ErpBox application, through which Shoper platform stores can, among other things, be integrated with trading platforms that allow them to sell abroad. In doing so, it plans to increase revenues tied to the scale of users' activities (pay-as-you-grow) from the current 50% to around 80%, and to further strengthen the platform's omnichannel sales model by expanding the number of possible integrations.In Q1 2021. Shoper generated PLN 15.8 million in revenue, up 71 percent year-on-year. Operating profit rose 69 percent to PLN 5.5 million, and net profit rose 92 percent to PLN 4.5 million.

- As a leader in the Polish market of SaaS solutions for e-commerce, we are the place of first choice for those who decide to start selling online. The dynamic development of the SaaS model and the entire e-commerce market, combined with our know-how and attractive offer, will allow the Company to grow further," says Marcin Kuśmierz.

Individual investors can subscribe for shares from June 22 to 28. The PKO Bank Polski Brokerage Office and the mBank Brokerage Office are accepting subscriptions. The intention of the offerors is to offer individual investors about 10-15% of the shares on sale.

- We are a profitable Company, with stable cash flows, a strong market position and an ambitious development plan. We decided to go for a stock exchange debut because we believe it will strengthen our image and the Company's transparency among business partners. At the same time, it will enable us to introduce an incentive program for employees," adds Marcin Kuśmierz.

The subject of the offering is up to 7,731,628 shares in the company, representing 27.11 percent of the company's share capital and 27.50 percent of votes at the General Meeting, together with a stabilization option of up to 10 percent of the number of allocated shares. The offerors of the shares are the company's current shareholders, i.e. private equity fund V4C POLAND PLUS FUND S.C.A. SICAV FIAR, Modhaus sp. z o.o., KFF Sarl, Krzysztof Krawczyk and Rafał Krawczyk. The selling shareholders and the Company have agreed not to sell or issue shares in the company for 360 days after the Offering. The managers of the Offering are mBank S.A., PKO BP Brokerage and WOOD & Company Financial Services, a.s.

Contact: gpw@shoper.pl

This material (and the information contained herein) is of a promotional (advertising) nature. In particular, it does not constitute an offer to sell, an invitation to make an offer or a proposal to purchase financial instruments, nor should it be considered as a source of sufficient knowledge to make an investment decision regarding the purchase of financial instruments, particularly in the territory of Poland.

The only legally binding document containing information on Shoper S.A. headquartered in Krakow (the "Company"), on the basis of which the initial public offering of the Company's shares on the territory of Poland will be conducted, is the prospectus prepared pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC.

On June 18, 2021, the prospectus was approved by the Polish Financial Supervision Authority ("PFSA"). The prospectus is the only legally binding document containing information about the Company and the Company's offered securities, as well as their admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange.The prospectus is published on the Company's website: www.shoper.pl under the tab https://www.shoper.pl/relations-investors/ and additionally, for informational purposes only, on the websites of the Brokerage Office of mBank (www.mdm.pl) and Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Branch - Brokerage Office in Warsaw (www.bm.pkobp.pl).

The FSA, in approving the Prospectus, does not review or approve the Company's business model, methods of conducting business, or method of financing its operations. Neither the accuracy of the information contained in the Prospectus nor the level of risk associated with the business conducted by the Company and the investment risk associated with the purchase of the Company's securities are subject to review in the prospectus approval proceedings. Potential investors should carefully read the entire Prospectus and, in particular, the risks associated with investing in the Company's shares, as described in the section "Risk Factors" and the terms of the public offering. Any decision to invest in the Company's securities should be made only after reading the contents of the entire Prospectus, including any supplements and communications updating the Prospectus, as well as the information on the final price of shares for the various categories of investors, the final number of shares offered in the offering, as well as, if any, the final number and categories of shares offered to the various categories of investors (after they have been prepared and published). Approval of the prospectus should not be construed as a promotion for securities offered or admitted to trading on the regulated market.

The information contained herein is current as of the date of its publication and is subject to change without prior notice, and may also be incomplete or abbreviated and may not contain all relevant information regarding the Company. Responsibility for the use of the information contained in this material rests solely with the person using this material. The offering of the Company's shares will be conducted exclusively in the territory of the Republic of Poland. Accordingly, distribution of this document in certain countries may be prohibited. Distribution of this document in the United States of America, Canada, Japan and Australia is prohibited. The information contained in this document does not constitute an offer to sell or a solicitation of an offer to purchase securities in the United States of America, Canada, Japan or Australia.