Allegro.eu S.A. — AGM Information 2023

May 9, 2023

The responses provided to the questions asked by the shareholders prior to the Annual General Meeting and the Extraordinary General Meeting of the Company convened for 12 May 2023.

AGM

Question 1: Can you please provide background and affiliation of Catherine Faiers and Tomasz Suchanski? Post their appointment, how many directors would you have and how many independent non-executive ones?

Allegro answer: CVs of Tomasz and Catherine were published in the current report No. 5/2023 of 28th March, 2023, available on the company's website at: www.allegro.eu in the "Investors" section.

Both Ms. Faiers and Mr. Suchański have been identified and nominated by the Remuneration and Nomination Committee as suitable candidates for appointment by the general meeting of the Company. Each of them meets the criteria set forth in the WSE Code of Best Practice and the protocol of the Remuneration and Nomination Committee and has expressed their consent to be appointed as an independent director of the Company.

With proven executive experience in roles across strategy, sales, marketing, product, technology, finance, and operations, Catherine Faiers is a highly regarded e-commerce leader. Over her career, she has been responsible for successfully delivering digital, data and technology transformations at three leading marketplaces: Auto Trader, Addison Lee and Trainline. At present, she holds the position of Chief Operating Officer at Auto Trader Group plc (FTSE 100 company), being an Executive Board Director, an attendee at all Board committees and a member of the Executive team. Previously she was a Chief Operating Officer at Addison Lee, with responsibility for running the day to day operations of the business, strategy and M&A. Before that, working as a Director of a leading online business (Trainline), she was responsible for strategy, change, M&A, and investor relations.

Catherine Faiers gained corporate finance experience at Director level, providing Board-level advice to public and private companies covering: M&A, debt, IPO and pensions. She also worked as a Chartered Accountant and Audit team leader on a number of key accounts at PwC.

Tomasz Suchański is CEO of Żabka Group. His many years of experience and deep understanding of the mechanisms that govern the industry allow him to direct the activities of the Żabka Group in a way that has resulted in the position of the leader of the convenience model in Central and Eastern Europe.

Prior to becoming CEO of Żabka Group in March 2016, he was involved with various Jeronimo Martins companies. He worked in the company's international structures, and before that, from 2011 to 2014, he was the General Manager of Biedronka in Poland. Previously, he held the positions of Chief Financial Officer of Jeronimo Martins Polska, Member of the Management

Board of this company and operational director of the central region. Before coming to Poland in 2005, he worked on the international market dealing with Portuguese chains of the Jeronimo Martins group. In 2003, he took up the post of Financial Director of the Recheio wholesale chain, and earlier, as a member of the Financial Department, he was in charge of Pingo Doce supermarkets and Feira Nova hypermarkets.

Following the appointment of Catherine Faiers and Tomasz Suchański as independent directors there would be 11 directors in the Board, of which 5 would be independent, non-executive directors.

The Board believes that the appointment of Catherine Faiers and Tomasz Suchański as independent directors would be in the best interests of the Company, being a step towards the announced target of achieving a majority of Board Members being independent directors not later than 1 September 2026.

EGM

Question 1: Article 5.2: What is the rationale for change in language of article 5.2? What are you trying to accomplish here, which was not possible before? This is the proposal to renew the company's authorized capital for a five-year period. Will the approval of this proposal allow the company to issue shares, and possibly exclude preemptive rights of existing shareholders within this authorized capital?

Allegro answer: The wording of article 5.2 of the articles of association of the Company remains the same as the wording currently in force. Essentially, the proposed amendment will only renew/extend the duration of the existing authorised share capital clause: the current expiration date is 12 October 2025 whereas the proposed change would set the expiration date at 12 of May 2028. This duration renewal would enable the company to maintain the originally envisaged flexibility and speed required to carry out quickly smaller, medium-size or even larger transactions when a suitable opportunity arises in the future and the other side is willing to accept share consideration instead of (or in combination with) a cash component.

According to the existing provisions of Section 5.2 of the Articles of Association, "the Board of Directors may limit or cancel the Shareholders' preferential rights to subscribe for (i) the Board Issued Shares as well as (ii) the Convertible Instruments and may issue (i) the Board Issued Shares as well as (ii) the Convertible Instruments to such persons and at such price with or without a premium and paid up by contribution in kind or for cash or by incorporation of claims or capitalisation of reserves or in any other way as the Board of Directors may determine, subject to the 1915 Law."

You may also refer to the explanations further included in the special report drawn up by the board of directors of the Company issued in accordance with article 420-26 (5) of the Luxembourg law on commercial companies dated 10 August 1915, such report accessible on the company's website at: www.allegro.eu in the "Investors" section.

Question 2: Article 9.5: How does it work currently when a Director resigns or stops being a Director until the next meeting?

Allegro answer: We assume that the question relates to the proposed amendment of article 9.15 of the articles of association of Allegro.eu. The Luxembourg law on commercial companies dated 10 August 1915 (the "1915 Law") allows, in the case of vacancy on a board of directors of a Luxembourg public limited liability company (société anonyme), for the appointment of a replacement director to be decided by the board of directors if so foreseen in the articles of association of the relevant company. The current article 9.15 of the articles of association of Allegro.eu does contain such ability for the board of directors to proceed with the replacement of a vacant mandate of a director. In order to enable the shareholders of the company to resolve on the confirmation of the decision of the board of directors, a shareholders' meeting is to be held.

In order to clarify this point, it is proposed to amend the current article 9.15 accordingly (i.e. that a shareholders' meeting shall be convened as soon as practicable).

Question 3: Article 15: Do these "reserved matters" apply to Mall? What are you trying to accomplish by these amendments?

Allegro answer: According to art. 15 of the Aritlces of Association the matters specified therein require the prior consent before they can be undertaken by any member of the Group. Sometimes it is limited to the Material Group Company as in art. 15.1.1, but sometimes not, as in art. 15.1.2.

Neither Mall Group a.s., nor any of the companies in the Mall group, is a Material Group Company (as such term is defined in the current article 15.1.1 of the articles of association of Allegro.eu).

We have internal rules that impose lower thresholds (which means a higher degree of supervision) on Mall Group companies to receive consents for reserved matters.

The amendments proposed to be made in article 15 of the articles of association of Allegro.eu aim to provide, for flexibility or clarification, as applicable:

• the first paragraph of article 15 (reserved matters) of the Articles would clarify that transactions between one or more members of the Allegro group would not be considered as reserved matters;
• the proposed amendment and restatement of article 15.1 (xix) (strategic issues) aims to specify that a strategic plan and the related objectives may cover a period longer than a year as the board of directors has a long-term strategy and the deletion of the former section (xxii) is in line with the current role of the board of directors being the review and monitoring of the performance of the Allegro group;
• the proposed amendment to article 15.2 (xxiii) (structure and capital) aims to remove the reference to the approval of any material changes to the Group's management structure or control structure which is already covered in the articles of association;
• the proposed amendment to article 15.3 (xxvi) (financing and reporting & controls) is in line with the intention of Allegro.eu to discontinue voluntary publication of consolidated quarterly reports, including interim condensed consolidated financial statements, for quarters ending on 31 March and 30 September of each calendar year;
• the proposed amendment to article 15.9 (xliv) (other) aims to clarify the scope of such reserved matter; the proposed addition of a new article 15.10 aims to introduce a new indexation mechanism relating to the thresholds expressed in PLN in article 15 (Reserved Matters) with respect to inflation which would require a prior consent of the board of directors in order to update those in light of applicable inflation at the relevant time.

Question 4: Article 16.4.2: What is the threshold for shareholders to call a meeting today? Why amend?

Allegro answer: According to article 450-8 of the 1915 Law, shareholders of a Luxembourg public limited liability company (société anonyme) may request (in writing) the convening of a new shareholders' meeting with an indication of the agenda.

The principle to convene any shareholders' meeting in accordance with Luxembourg law is set forth in clause 16.4.1 of the articles of association of Allegro.eu. The current article 16.4.2 contained a clerical error and it is proposed to remove such current article 16.4.2.

Question 5: Article 5.2: What is the minimum issuance price of a new share issued according to article 5.2 of the articles of association of Allegro.eu?

Allegro answer: Each new share to be issued within the framework of the authorised share capital clause must be issued at least for an amount equal to its nominal value being one Polish grosz (PLN 0.01) according to the current articles of association of Allegro.eu.