Allegro.eu S.A. — AGM Information 2022

Jun 14, 2022

The responses provided to the questions asked by the shareholders prior to the Annual General Meeting of the Company convened for 22 June 2022.

Question 1: Why has The Board used discretion to be able to award the Ceneo.pl team a bonus, despite not reaching targets, at the expense of lowering the target bonus pool for Allegro.pl employees from planned 116.5% to 113.05%? The justification due to elements outside 'Ceneo's control', does not appear compelling, especially as the cause of weaker e-traffic and higher costs of traffic acquisition were not as planned, indicating targets set were based on management planning. Is this discretion expected to last?

Allegro: We consider the decision to pay out 50% of 2021 bonus to eligible Ceneo employees an exceptional situation. Ceneo.pl special consideration was funded out of the STI incentive pool earned by Allegro.pl as proposed by management, and accepted by the Board.

We go through a rigorous process to determine Ceneo STI achievement. It was agreed that Ceneo.pl achievements were not reflected well by this process last year due to a number of unforeseen external factors.

The decision on the award of the bonus followed a detailed business review of Ceneo 2021 performance, including detailed diagnosis of controllable and uncontrollable input KPIs. On management's recommendation, we funded this one-off special consideration, but by holding the overall pool of bonus fixed, taking from Allegro.pl overachievement to fund this exception.

It was conditional to approval of the 2022 improvement plan including specific mid-term business model adaptation to address the non-controllable market factors. Such an adaptation was impossible within the short-2021-horizon. The decision was further substantiated by the need to ensure that total compensation, including annual bonus, is sufficient to remain competitive (assessed by reference to independent labor market surveys in a group-wide process) and to retain the key talent responsible for leading the 2022 improvement plan and business model adaptation.

Question 2: It remains unclear how the calculation and final determination of the STI bonus amount is calculated given the various bonus pools (Allegro.pl, Allegro Pay, Ceneo.pl, and eBilet) and which directors fall under which bonus pool. Why is the company using various performance metrics and target percentages for each of these Group companies?

Allegro: Calculation and final determination of the STI bonus amount follow the mechanism described in page 56 of the Annual Report 2021.

The amount of the annual bonus depends on:

• (a) the amount of the annual base salary,

• (b) Multiplied by the target size of the bonus as a percentage of annual base salary that ranges from 65% to 100% depending on the performed function of the Director or key manager.

• (c) Multiplied by results against agreed corporate performance criteria (CPI) that determines the size of the relevant Corporate Bonus Pool expressed as a percentage of the target bonus of 100% and accrued for each participant in the pool

• (d) Multiplied by a modifier based on individual performance that can boost or reduce the bonus based on corporate performance within a range of +25% and – 100%, considering the following criteria: realization of goals and tasks, attitude and way of performing work, skills development and knowledge sharing
• (e) Any other objectives as may be determined by the Committee from time to time

Executive Directors and Key Managers may receive an annual bonus from the Corporate Bonus Pool of the entity in which they performed their function, which is calculated according to the criteria set out below.

All Executive Directors and Key Managers except Marcin Łachajczyk (Ceneo MD) fall under Allegro.pl and Allegro Pay CPI. Marcin Łachajczyk falls under Ceneo CPI. For the avoidance of doubt, the Executive Directors who are employed both at Allegro.pl and Allegro.eu are entitled to an annual bonus from the Allegro.pl pool for the 2021 financial year in addition to their Director fees received from Allegro.eu.

Each company is a separate entity with its separate and differently defined long-term goals, as provided below.

Allegro.pl and Allegro Pay:

• GMV weight 50% where 100% performance = annual budget
• EBITDA weight 50% where 100% performance = annual budget

Ceneo.pl:

• Revenue- weight 50% where 100% performance = annual budget
• EBITDA weight 50% where 100% performance = annual budget

eBilet:

• 60% eBilet CPI (EBITDA / GMV)
• 40% Allegro.pl CPI (EBITDA / GMV)
• Question 3: Why does the proposed term of office for Pedro Arnt exceed 4 years and why will the board composition be insufficiently diverse as a result? We believe directors should be up for election on a more frequent basis, giving shareholders the opportunity to have a say on the composition of the board regularly.

Allegro: The Board is pleased to nominate Pedro Arnt as a director to the Board. His experience is directly relevant to our business and he has already contributed significantly to the Board as an observer. Pedro's addition also reflects a multi-year journey of an already disclosed process of building a more independent and diverse Board for Allegro.eu.

For a Luxembourg société anonyme, the directors can be appointed for a period of a maximum of 6 years and their mandates are renewable. The Luxembourg company law does not make a distinction between independent or non-independent directors in this regard. The proposed term is in line with the Warsaw Stock Exchange best practices and Luxembourg laws and practice.

Question 4: Who will support the transport and accommodation cost for Pedro Arnt in case that he is appointed as director of the Company, as recommended by the remuneration and nomination committee of the Company?

Allegro: As with all Directors of the Company, transport and accommodation related directly to work for the Company shall be covered by the Company. Thus, for example in case of board meetings the Company will cover transport to and from the board meeting and accommodation whilst attending the board.

Question 5: Why do the proposed amendments to AIP introduce discretion into the LTI and enable the Board to grant one-off share awards?

Allegro: We have preceded the proposed amendments with review of market practice and consultation with external advisors specialized in executive remuneration. We have confirmed that such one off share grants are not incompatible with market standards and proposed approach is common in high growth technology sector organizations.

The main drivers behind the proposal are to be able to attract and retain top leadership talent in the dynamic and competitive technology sector - where Allegro competes with global corporations.

We're introducing discretion to be able to better meet labor market demands when it comes to:

• attracting desirable executives and bring them onboard to Allegro (share-based sign-on bonus is a valuable tool here but it eats into the 300% base salary limit of AIP granted in a given fiscal year)
• incentivising and retaining Allegro executives in the face of a very challenging market, a perspective of rapid organic growth and international expansion, i.e. M&A (this also eats into the 300% base salary limit of AIP granted in a given fiscal year)

Question 6: Why does the existing LTI plan allow for grants of shares that are not subject to performance conditions?

Allegro: Current Allegro Incentive Plan provides for and allows for two types of grants - PSU (performance-based) and RSU (not bound by performance criteria). In regular, annual LTI grants the PSUs are for the most senior executives (executive team members), whilst the RSUs are for employees overall.

In addition, the current AIP Rules do not prevent the granting, on an exceptional basis, of the share-based sign-on bonuses . Those are one-off bonuses aimed at leveling the attractiveness of the overall remuneration package as we acquire new executives and key managers. In market practice such sign-on bonuses aim to compensate executives for a loss of similar LTI remuneration at their previous employer upon joining Allegro.

Question 7: The new AIP rules allow exceptional rewards for 'special projects' set at 100% of base salary for management board members or 150% for any other employee. In our view, such discretionary bonuses indicate a lack of resolve on the part of the board to put incentive awards truly at risk, especially if a company has in place incentive plans that are formula-based and objective.

Allegro: In case of exceptional awards for special projects we do envisage that those awards will be subject to the fulfillment of conditions which will be formula based and objective. As such we envisage them to be PSU-based.

Question 8: The new AIP rules allow in case of retirement, full vesting according to the vesting schedule in place. We generally question a board's decision to reward executives for performance for which he had relatively little accountability. Given that executives would have retired from their position, they would no longer be exerting any influence over the Company's performance.

Allegro: The idea was to find a method to continue to motivate, and at the same time, not to discriminate against executives who are approaching retirement. The grants continue to be made in order to continue to have them motivated, and the awards are paid out over time after retiring in order to ensure that decisions taken by the soon-to-be retiring person are not taken with a short term perspective. We wanted to avoid the situation that outstanding grants would simply be paid out in full upon retirement. We believe, having taken advice from expert external advisers, that this solution is not inconsistent with market practice.

Question 9: When was PWC appointed as auditor of the Company for the first time? From the prospectus we see that PWC is the auditor at least from 2017 and based on the applicable regulations a rotation of the partner should take place. Please let us know when the last rotation of the auditor took place.

Allegro: Allegro.eu société anonyme was established in Luxembourg on 5 May 2017. The first audit performed by PricewaterhouseCoopers was for the year ended 31 December 2017. According to the regulations applicable for public companies registered in Luxembourg, the rotation of the partner should take place every 7 years, and change of the audit company every 10 years and it may be extended once by 10 years through a call for tender. The change of the engagement partner is expected in 2024.