Allegro.eu S.A. — AGM Information 2021

May 17, 2021

Allegro.eu

Société anonyme Registered office: at 1, rue Hildegard von Bingen, L-1282 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B214.830 (the "Company")

DRAFT RESOLUTIONS PROPOSED TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD ON 17 JUNE 2021

Dear Shareholders,

Please find below draft resolutions that will be proposed to the shareholders at the annual general meeting of the shareholders of the Company (the "General Meeting") to be held at the registered office of the Company at 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg, on 17 June 2021 at 14:00 CET, in order to vote on the agenda indicated below.

AGENDA

• 1. Presentation of (a) the financial statements (consisting in the balance sheet, the profit and loss account and the notes to the accounts) for the Company's financial year ended on 31 December 2020 (the "Annual Accounts"), (b) the report of the board of directors of the Company with respect to the Annual Accounts, including the declaration concerning the Company's corporate governance (the "Annual Accounts Board Report") and (c) the report prepared by PricewaterhouseCoopers Société coopérative with its registered office in Luxembourg, R.C.S. Luxembourg B65477 ("PwC"), the certified auditor of the Company, concerning the Annual Accounts (the "Annual Accounts Auditor Report").
• 2. Approval of the Annual Accounts.
• 3. Presentation of (a) the consolidated financial statements (consisting in the consolidated balance sheet, the consolidated profit and loss account and the notes to the consolidated accounts) for the Company and its subsidiary undertakings as of 31 December 2020 (the "Consolidated Accounts"), (b) the report of the board of directors of the Company in relation to the Consolidated Accounts (the "Consolidated Accounts Board Report"), (c) the report prepared by PwC concerning the Consolidated Accounts (the "Consolidated Accounts Auditor Report") and (d) the remuneration allocated to the directors of the Company during the financial year ended on 31 December 2020 (the "Remuneration Report").
• 4. Approval of the Consolidated Accounts.
• 5. Allocation of the results of the Company for the financial year ended on 31 December 2020.
• 6. Acknowledgement and approval of the Remuneration Report prepared by the Remuneration and Nomination Committee of the Company.
• 7. Discharge to Danielle (dit Danièle) ARENDT-MICHELS for the exercise of her mandate as manager/director of the Company until 12 October 2020.
• 8. Discharge to Gautier LAURENT for the exercise of his mandate as manager/director of the Company

until 12 October 2020.

• 9. Discharge to Séverine MICHEL for the exercise of her mandate as manager/director of the Company until 12 October 2020.
• 10. Discharge to Cédric PEDONI for the exercise of his mandate as manager/director of the Company until 12 October 2020.
• 11. Discharge to Gilles Willy DUROY for the exercise of his mandate as manager/director of the Company until 12 October 2020.
• 12. Discharge to Francois NUYTS, for the exercise of his mandate as director of the Company until 31 December 2020.
• 13. Discharge to Jonathan EASTICK, for the exercise of his mandate as director of the Company until 31 December 2020.
• 14. Discharge to Darren Richard HUSTON, for the exercise of his mandate as director of the Company until 31 December 2020.
• 15. Discharge to David BARKER, for the exercise of his mandate as director of the Company until 31 December 2020.
• 16. Discharge to Carla SMITS-NUSTELING, for the exercise of her mandate as director of the Company until 31 December 2020.
• 17. Discharge to Pawel PADUSINSKI, for the exercise of his mandate as director of the Company until 31 December 2020.
• 18. Discharge to Nancy CRUICKSHANK, for the exercise of her mandate as director of the Company until 31 December 2020.
• 19. Discharge to Richard SANDERS, for the exercise of his mandate as director of the Company until 31 December 2020.
• 20. Discharge to PwC, for the exercise of its mandate as certified auditor (réviseur d'entreprises agréé) of the Company until 31 December 2020.
• 21. Renewal of the mandate of PwC as certified auditor of the Company (réviseur d'entreprises agréé) until the annual general meeting of the shareholders of the Company to be held in 2022.
• 22. Miscellaneous.

PROPOSED RESOLUTIONS

1. Presentation of (a) the financial statements (consisting in the balance sheet, the profit and loss account and the notes to the accounts) for the Company's financial year ended on 31 December 2020 (the "Annual Accounts"), (b) the report of the board of directors of the Company with respect to the Annual Accounts, including the declaration concerning the Company's corporate governance (the "Annual Accounts Board Report") and (c) the report prepared by PricewaterhouseCoopers Société coopérative with its registered office in Luxembourg, R.C.S. Luxembourg B65477 ("PwC"), the certified auditor of the Company, concerning the Annual Accounts (the "Annual Accounts Auditor Report").

No resolution is required on this item.

1. Approval of the Annual Accounts.

Proposed resolution:

The General Meeting, after having reviewed the Annual Accounts Board Report and the Annual Accounts Auditor Report, approves the Annual Accounts for the financial year 2020, in their entirety, showing a loss of PLN 265,978,115.28.

1. Presentation of (a) the consolidated financial statements (consisting in the consolidated balance sheet, the consolidated profit and loss account and the notes to the consolidated accounts) for the Company and its subsidiary undertakings as of 31 December 2020 (the "Consolidated Accounts"), (b) the report of the board of directors of the Company in relation to the Consolidated Accounts (the "Consolidated Accounts Board Report"), (c) the report prepared by PwC concerning the Consolidated Accounts (the "Consolidated Accounts Auditor Report") and (d) the remuneration allocated to the directors of the Company during the financial year ended on 31 December 2020 (the "Remuneration Report").

No resolution is required on this item.

1. Approval of the Consolidated Accounts.

Proposed resolution:

The General Meeting, after having reviewed the Consolidated Accounts Board Report, approves the Consolidated Annual Accounts for the financial year 2020, in their entirety, showing a profit of PLN 418,559,571.90.

1. Allocation of the results of the Company for the financial year ended on 31 December 2020.

Proposed resolution:

The General Meeting acknowledges that the result for the financial year ending on 31 December 2020 consists in losses amounting to PLN 265,978,115.28 and resolves to carry forward such losses.

1. Acknowledgement and approval of the Remuneration Report prepared by the Remuneration and Nomination Committee of the Company.

Proposed resolution:

The General Meeting resolves to approve the Remuneration Report prepared by the Remuneration and Nomination Committee of the Company for the financial year ended on 31 December 2020.

1. Discharge to Danielle (dit Danièle) ARENDT-MICHELS for the exercise of her mandate as manager/director of the Company until 12 October 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to Danielle (dit Danièle) ARENDT-MICHELS, former member

of the board of directors/managers (prior to the Company's conversion from a private limited liability company into a public limited liability company) of the Company for the performance of her mandate as manager/director of the Company until 12 October 2020.

1. Discharge to Gautier LAURENT for the exercise of his mandate as manager/director of the Company until 12 October 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to Gautier LAURENT, former member of the board of directors/managers (prior to the Company's conversion from a private limited liability company into a public limited liability company) of the Company for the performance of his mandate as manager/director of the Company until 12 October 2020.

1. Discharge to Séverine MICHEL for the exercise of her mandate as manager/director of the Company until 12 October 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to Séverine MICHEL, former member of the board of directors/managers (prior to the Company's conversion from a private limited liability company into a public limited liability company) of the Company for the performance of her mandate as manager/director of the Company until 12 October 2020.

1. Discharge to Cédric PEDONI for the exercise of his mandate as manager/director of the Company until 12 October 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to Cédric PEDONI, former member of the board of directors/managers (prior to the Company's conversion from a private limited liability company into a public limited liability company) of the Company for the performance of his mandate as manager/director of the Company until 12 October 2020.

1. Discharge to Gilles Willy DUROY for the exercise of his mandate as manager/director of the Company until 12 October 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to Gilles Willy DUROY, former member of the board of directors/managers (prior to the Company's conversion from a private limited liability company into a public limited liability company) of the Company for the performance of his mandate as manager/director of the Company until 12 October 2020.

1. Discharge to Francois NUYTS, for the exercise of his mandate as director of the Company until 31 December 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to Francois NUYTS for the performance of his mandate as

director of the Company until 31 December 2020.

1. Discharge to Jonathan EASTICK, for the exercise of his mandate as director of the Company until 31 December 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to Jonathan EASTICK for the performance of his mandate as director of the Company until 31 December 2020.

1. Discharge to Darren Richard HUSTON, for the exercise of his mandate as director of the Company until 31 December 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to Darren Richard HUSTON for the performance of his mandate as director of the Company until 31 December 2020.

1. Discharge to David BARKER, for the exercise of his mandate as director of the Company until 31 December 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to David BARKER for the performance of his mandate as director of the Company until 31 December 2020.

1. Discharge to Carla SMITS-NUSTELING, for the exercise of her mandate as director of the Company until 31 December 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to Carla SMITS-NUSTELING for the performance of her mandate as director of the Company until 31 December 2020.

1. Discharge to Pawel PADUSINSKI, for the exercise of his mandate as director of the Company until 31 December 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to Pawel PADUSINSKI for the performance of his mandate as director of the Company until 31 December 2020.

1. Discharge to Nancy CRUICKSHANK, for the exercise of her mandate as director of the Company until 31 December 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to Nancy CRUICKSHANK for the performance of her mandate as director of the Company until 31 December 2020.

1. Discharge to Richard SANDERS, for the exercise of his mandate as director of the Company until 31 December 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to Richard SANDERS for the performance of his mandate as director of the Company until 31 December 2020.

1. Discharge to PwC, for the exercise of its mandate as certified auditor (réviseur d'entreprises agréé) of the Company until 31 December 2020.

Proposed resolution:

The General Meeting resolves to grant discharge to PwC for the exercise of its mandate as certified auditor (réviseur d'entreprises agréé) of the Company until 31 December 2020.

1. Renewal of the mandate of PwC as certified auditor of the Company (réviseur d'entreprises agréé) until the annual general meeting of the shareholders of the Company to be held in 2022.

Proposed resolution:

The General Meeting resolves to approve the renewal of the mandate of PwC as certified auditor of the Company (réviseur d'entreprises agréé) until the annual general meeting of the shareholders of the Company to be held in 2022.

* * *