2Performant Buys Profitshare Platform for 4.5M Lei in Romania

The Board of Directors of 2Performant Network S.A. (“2Performant”) informs investors that on 06.05.2025 it concluded the contract for the acquisition of the Profitshare business line (together with its assets) carried out by Conversion Marketing S.R.L. in Romania and, respectively, by Conversion Marketing E.O.O.D., in Bulgaria (Conversion Marketing S.R.L. and Conversion Marketing E.O.O.D. being part of the Dante International S.A. (“eMAG”) group) (the “Transaction”).

eMAG is a party to this contract, as guarantor of the sellers’ obligations. This strategic acquisition marks an important moment for the development of 2Performant on the Romanian and Bulgarian markets and paves the way for regional expansion in Central and Eastern Europe. The contract was previously approved by the Board of Directors of 2Performant by decision no. 2 dated 30.04.2025 and was signed subject to approval by the Extraordinary General Meeting of Shareholders of 2Performant.

The completion of the Transaction is subject to the fulfillment of certain conditions, including the approval of the Transaction by the Extraordinary General Meeting of Shareholders of 2Performant, the obtaining by the sellers of the consent of certain contracting parties to the contracts that will be transferred to 2Performant, etc.

The Transaction Price is RON 4,518,850, of which an amount of RON 2,368,850 will be paid by 2Performant, in cash, on the date of completion of the Transaction.

The receivable for the price difference, of RON 2,150,000 (“Receivable”), was assigned by Conversion Marketing S.R.L. and Conversion Marketing E.O.O.D. by eMAG and will not be paid in cash, but will be compensated with a number of 1,000,000 new shares, which will be issued by 2Performant to eMAG, no later than 6 months from the date of completion of the Transaction, at the compensation (conversion) price of 2.15 lei/share.

eMAG will thus join the 2Performant shareholding as a minority shareholder. The capital increase will be carried out without trading preferential rights, more details about the operation to be made public soon. The use of this Transaction structure (a combination of payment of the price in cash and an issuance of shares) demonstrates 2Performant’s desire to break away from conventional M&A patterns and to use the mechanisms of the local capital market.

Dorin Boerescu, CEO and Chairman of the Board of Directors of 2Performant, states: “This transaction is a launchpad for our regional future and European expansion. With eMAG by our side, we accelerate the construction of a scalable and meritocratic affiliate marketing ecosystem and invest in the ability to compete globally in a rapidly growing industry.”

Tudor Manea, Group CEO of eMAG, states: “We are convinced that this transaction is in the interest of the parties and reflects our confidence in the potential of 2Performant, as well as in their international development direction.”

The acquisition supports 2Performant’s vision to transform affiliate marketing into a scalable and internationally competitive model, and prepares the company for future steps in other markets such as Hungary and Greece, in line with regional expansion plans.