Allegro.eu

Société anonyme Registered office: at 1, rue Hildegard von Bingen, L-1282 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B214830 (the "Company")

DRAFT RESOLUTIONS PROPOSED TO THE ANNUAL GENERAL MEETING ("AGM") OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD ON 26 JUNE 2025

Dear Shareholders,

Please find below draft resolutions that will be submitted to the AGM on 26 June 2025 at 10:00 am CEST to vote on the respective agendas indicated below.

Pursuant to the corporate governance principles contained in Best Practice for Warsaw Stock Exchange Listed Companies 2021, the board of directors of the Company (the "Board") hereby presents a justification of the draft resolutions proposed to the AGM.

AGENDA OF THE AGM

1. Presentation of (a) the annual accounts (consisting of the balance sheet, the profit and loss account and the notes to the accounts) for the Company's financial year ended on 31 December 2024 (the "Annual Accounts"), (b) the report of the Board 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");
1. Approval of the Annual Accounts;
1. Presentation of (a) the consolidated financial statements (consisting of the consolidated statement of comprehensive income, the consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows, and the notes to the consolidated financial statements) for the Company and its subsidiary undertakings as of 31 December 2024 (the "Consolidated Financial Statements"), (b) the report of the Board in relation to the Consolidated Financial Statements (the "Consolidated Financial Statements Board Report"), (c) the report prepared by PwC concerning the Consolidated Financial Statements (the "Consolidated Financial Statements Auditor Report") and (d) the remuneration allocated to the directors of the Company during the financial year ended on 31 December 2024 (the "Remuneration Report");
1. Approval of the Consolidated Financial Statements;
1. Allocation of the results of the Company for the financial year ended on 31 December 2024;
1. Acknowledgement and approval of the Remuneration Report prepared by the remuneration and nomination committee (the "Remuneration and Nomination Committee") of the Company;
1. Discharge (quitus) to Roy PERTICUCCI, for the exercise of his mandate as director of the Company until 31 December 2024;
1. Discharge (quitus) to Jonathan EASTICK, for the exercise of his mandate as director of the Company until 31 December 2024;
1. Discharge (quitus) to Darren Richard HUSTON, for the exercise of his mandate as director of the Company until 26 June 2024;
1. Discharge (quitus) to Pedro ARNT, for the exercise of his mandate as director of the Company until 31 December 2024;
1. Discharge (quitus) to David BARKER, for the exercise of his mandate as director of the Company until 31 December 2024;
1. Discharge (quitus) to Clara (dit Carla) NUSTELING, for the exercise of her mandate as director of the Company until 26 June 2024;
1. Discharge (quitus) to Pawel PADUSINSKI, for the exercise of his mandate as director of the Company until 26 June 2024;
1. Discharge (quitus) to Nancy CRUICKSHANK, for the exercise of her mandate as director of the Company until 31 December 2024;
1. Discharge (quitus) to Richard SANDERS, for the exercise of his mandate as director of the Company until 31 December 2024;
1. Discharge (quitus) to Catherine FAIERS, for the exercise of her mandate as director of the Company until 31 December 2024;
1. Discharge (quitus) to Tomasz SUCHANSKI, for the exercise of his mandate as director of the Company until 31 December 2024;
1. Discharge (quitus) to Gary McGANN, for the exercise of his mandate as director of the Company until 31 December 2024;
1. Discharge (quitus) to Laurence BOURDON-TRACOL, for the exercise of her mandate as director of the Company until 31 December 2024;
1. Acknowledgement of the resignation of Roy PERTICUCCI in respect of the performance of his duties as executive director and chief executive officer ("CEO") of the Company;
1. Renewal of the mandate of Catherine FAIERS, as director of the Company for three (3) years with effect from 26 June 2025;
1. Renewal of the mandate of Tomasz SUCHANSKI, as director of the Company for three (3) years with effect from 26 June 2025;
1. Appointment of Marcin Kuśmierz, born on 7 March 1976 in Lublin, Poland and having his professional address at Żelazna 51/53, 00-841 Warsaw, Poland, as executive director of the Company for three (3) years with effect from 26th June 2025;
1. Discharge (quitus) to PwC, for the exercise of its mandate as certified auditor (réviseur d'entreprises agréé) of the Company until 31 December 2024;
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 approving the annual accounts for the financial year ended on 31 December 2025;
1. Authorisation of the Board to acquire shares with the purpose of their cancellation and reduction of the Company's share capital;
1. Presentation of the Allegro Incentive Plan ("AIP") rules approved by the shareholders on 19 September 2020 (as amended by the shareholders on 22 June 2022 and the Remuneration and Nomination Committee on 5 July 2022 and 3 April 2024 respectively) and proposal for the period during which awards may be granted under the AIP to be extended for a further five (5) years to 19 September 2035;
1. Considering and, if thought fit, approval of the aggregate remuneration for the Board members and specifically the aggregate remuneration for the Non-Executive Directors in accordance with the Company's articles of association and the remuneration policy; and
1. Miscellaneous.

AGM – PROPOSED RESOLUTIONS

1. Presentation of (a) the annual accounts (consisting of the balance sheet, the profit and loss account and the notes to the accounts) for the Company's financial year ended on 31 December 2024 (the "Annual Accounts"), (b) the report of the Board 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 No. 1:

The Meeting, after having reviewed the Annual Accounts Board Report and the Annual Accounts Auditor Report, resolves to approve the Annual Accounts for the financial year 2024, in their entirety, showing a loss amounting to PLN 135,770,684.68 (in words: one hundred thirty-five million seven hundred seventy thousand six hundred eighty-four Polish zloty and sixty-eight groszy)

Justification of the resolution No. 1:

The annual accounts (consisting of the balance sheet, the profit and loss account and the notes to the accounts) for the Company's financial year ended on 31 December 2024 (the ''Annual Accounts'') were reviewed by the Company's audit committee and audited by the certified auditor (réviseur d'entreprises agréé), issuing an unmodified opinion. The Annual Accounts are subject to approval by the general meeting of the Company's shareholders (the "Meeting") in accordance with the Luxembourg law of 10 August 1915 on commercial companies (as amended) (the "Law of 10 August 1915''). Therefore, it is necessary to submit the draft of this resolution and the Annual Accounts to the Meeting for approval.

The Board unanimously expresses its positive opinion on the resolution No. 1 and recommends its adoption in the proposed wording.

1. Presentation of (a) the consolidated financial statements (consisting of the consolidated statement of comprehensive income, the consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows, and the notes to the consolidated financial statements) for the Company and its subsidiary undertakings as of 31 December 2024 (the "Consolidated Financial Statements"), (b) the report of the Board in relation to the Consolidated Financial Statements (the "Consolidated Financial Statements Board Report"), (c) the report prepared by PwC concerning the Consolidated Financial Statements (the "Consolidated Financial Statements Auditor Report") and (d) the remuneration allocated to the directors of the Company during the financial year ended on 31 December 2024 (the "Remuneration Report"). No resolution is required on this item.
1. Approval of the Consolidated Financial Statements. Proposed resolution No. 2:

The Meeting, after having reviewed the Consolidated Financial Statements Board Report, resolved to approve the Consolidated Financial Statements for the financial year 2024, in their entirety, showing a profit amounting to PLN 1,034,560,699.21 (in words: one billion thirty-four million five hundred sixty thousand six hundred ninety-nine Polish zloty and twenty-one groszy).

Justification of the resolution No. 2:

The consolidated financial statements (consisting of the consolidated statement of comprehensive income, the consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows, and the notes to the consolidated financial statements) for the Company's financial year ended on 31 December 2024 (the ''Consolidated Financial Statements'') were reviewed by the Company's audit committee and audited by the certified auditor (réviseur d'entreprises agréé), issuing an unmodified opinion. The Consolidated Financial Statements are subject to approval by the Meeting. Therefore, it is necessary to submit the draft of this resolution and the Consolidated Financial Statements to the Meeting for approval.

The Board unanimously expresses its positive opinion on the resolution No. 2 and recommends its adoption in the proposed wording.

Allocation of the results of the Company for the financial year ended on 31 December 2024. Proposed resolution No. 3:

The Meeting acknowledges that the result for the financial year ending on 31 December 2024 was a loss amounting to PLN 135,770,684.68 (in words: one hundred thirty-five million seven hundred seventy thousand six hundred eighty-four Polish zloty and sixty-eight groszy) and resolves to carry forward such loss.

Justification of the resolution No. 3:

The Luxembourg law of 19 December 2002 on the Trade and Company Register and on bookkeeping and annual accounts of companies and amending certain legal dispositions, as amended, (the "Law of 19 December 2002") requires the allocation of the results to be published with the annual accounts. In addition, under the Luxembourg law on commercial companies dated 10 August 1915 (as amended from time to time) (the "Law of 10 August 1915"), it is the role of the shareholders to determine how the profits/losses of a company will be allocated. Therefore, it is necessary to submit the draft of this resolution to the Meeting.

The Board unanimously expresses its positive opinion on the resolution No. 3 and recommends its adoption in the proposed wording.

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

Proposed resolution No. 4:

The 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 2024.

Justification of the resolution No. 4:

Pursuant to article 7ter of the Shareholders' Rights Law, the Company must draw up a remuneration report, providing a comprehensive overview of the remuneration, including all benefits in whatever form, awarded or due during the most recent financial year to individual directors, including to newly recruited and to former directors of the Company, in accordance with the Company's remuneration policy. In accordance with article 7ter(4) of the Shareholders' Rights Law, the Meeting has the right to hold an advisory vote on the remuneration report. Accordingly, this draft resolution has been submitted to the Meeting.

The Board unanimously expresses its positive opinion on the resolution No. 4 and recommends its adoption in the proposed wording.

Discharge (quitus) to Roy PERTICUCCI, for the exercise of his mandate as director of the Company until 31 December 2024. Proposed resolution No. 5:

The Meeting resolves to grant discharge (quitus) to Roy PERTICUCCI for the exercise of his mandate as director of the Company until 31 December 2024.

Justification of the resolution No. 5:

Due to the matter contained in this draft resolution on granting discharge to an individual member of the Board, the Board limits its justification to stating that this matter falls as per the Law of 10 August 1915 within the exclusive competence of the Meeting, and the voting result should reflect the assessment of the Board's activities by the Meeting.

The Board unanimously expresses its positive opinion on the resolution No. 5 and recommends its adoption in the proposed wording.

Discharge (quitus) to Jonathan EASTICK, for the exercise of his mandate as director of the Company until 31 December 2024. Proposed resolution No. 6:

The Meeting resolves to grant discharge (quitus) to Jonathan EASTICK for the exercise of his mandate as director of the Company until 31 December 2024.

Justification of the resolution No. 6:

The Board unanimously expresses its positive opinion on the resolution No. 6 and recommends its adoption in the proposed wording.

Discharge (quitus) to Darren Richard HUSTON, for the exercise of his mandate as director of the Company until 26 June 2024. Proposed resolution No. 7:

The Meeting resolves to grant discharge (quitus) to Darren Richard HUSTON for the exercise of his mandate as director of the Company until 26 June 2024.

Justification of the resolution No. 7:

The Board unanimously expresses its positive opinion on the resolution No. 7 and recommends its adoption in the proposed wording.

Discharge (quitus) to Pedro ARNT, for the exercise of his mandate as director of the Company until 31 December 2024.

Proposed resolution No. 8:

The Meeting resolves to grant discharge (quitus) to Pedro ARNT for the exercise of his mandate as director of the Company until 31 December 2024.

Justification of the resolution No. 8:

The Board unanimously expresses its positive opinion on the resolution No. 8 and recommends its adoption in the proposed wording.

Discharge (quitus) to David BARKER, for the exercise of his mandate as director of the Company until 31 December 2024.

Proposed resolution No. 9:

The Meeting resolves to grant discharge (quitus) to David BARKER for the exercise of his mandate as director of the Company until 31 December 2024.

Justification of the resolution No. 9:

The Board unanimously expresses its positive opinion on the resolution No. 9 and recommends its adoption in the proposed wording.

Discharge (quitus) to Clara (dit Carla) NUSTELING, for the exercise of her mandate as director of the Company until 26 June 2024. Proposed resolution No. 10:

The Meeting resolves to grant discharge (quitus) to Clara (dit Carla) NUSTELING for the exercise of her mandate as director of the Company until 26 June 2024.

Justification of the resolution No. 10:

The Board unanimously expresses its positive opinion on the resolution No. 10 and recommends its adoption in the proposed wording.

Discharge (quitus) to Pawel PADUSINSKI, for the exercise of his mandate as director of the Company until 26 June 2024.

Proposed resolution No. 11:

The Meeting resolves to grant discharge (quitus) to Pawel PADUSINSKI for the exercise of his mandate as director of the Company until 26 June 2024.

Justification of the resolution No. 11:

The Board unanimously expresses its positive opinion on the resolution No. 11 and recommends its adoption in the proposed wording.

Discharge (quitus) to Nancy CRUICKSHANK, for the exercise of her mandate as director of the Company until 31 December 2024.

Proposed resolution No. 12:

The Meeting resolves to grant discharge (quitus) to Nancy CRUICKSHANK for the exercise of her mandate as director of the Company until 31 December 2024.

Justification of the resolution No. 12:

The Board unanimously expresses its positive opinion on the resolution No. 12 and recommends its adoption in the proposed wording.

Discharge to (quitus) Richard SANDERS, for the exercise of his mandate as director of the Company until 31 December 2024. Proposed resolution No. 13:

The Meeting resolves to grant discharge (quitus) to Richard SANDERS for the exercise of his mandate as director of the Company until 31 December 2024.

Justification of the resolution No. 13:

The Board unanimously expresses its positive opinion on the resolution No. 13 and recommends its adoption in the proposed wording.

Discharge (quitus) to Catherine FAIERS, for the exercise of his mandate as director of the Company until 31 December 2024.

Proposed resolution No. 14:

The Meeting resolves to grant discharge (quitus) to Catherine FAIERS, for the exercise of her mandate as director of the Company until 31 December 2024.

Justification of the resolution No. 14:

The Board unanimously expresses its positive opinion on the resolution No. 14 and recommends its adoption in the proposed wording.

Discharge (quitus) to Tomasz SUCHANSKI, for the exercise of his mandate as director of the Company until 31 December 2024.

Proposed resolution No. 15:

The Meeting resolves to grant discharge (quitus) to Tomasz SUCHANSKI for the exercise of his mandate as director of the Company until 31 December 2024.

Justification of the resolution No. 15:

The Board unanimously expresses its positive opinion on the resolution No. 15 and recommends its adoption in the proposed wording.

Discharge (quitus) to Gary McGANN, for the exercise of his mandate as director of the Company until 31 December 2024.

Proposed resolution No. 16:

The Meeting resolves to grant discharge (quitus) to Gary McGANN, for the exercise of his mandate as director of the Company until 31 December 2024.

Justification of the resolution No. 16:

The Board unanimously expresses its positive opinion on the resolution No. 16 and recommends its adoption in the proposed wording.

Discharge (quitus) to Laurence BOURDON-TRACOL, for the exercise of his mandate as director of the Company until 31 December 2024. Proposed resolution No. 17:

The Meeting resolves to grant discharge (quitus) to Laurence BOURDON-TRACOL for the exercise of his mandate as director of the Company until 31 December 2024.

Justification of the resolution No. 17:

The Board unanimously expresses its positive opinion on the resolution No. 17 and recommends its adoption in the proposed wording.

Acknowledgement of the resignation of Roy PERTICUCCI in respect of the performance of his duties as executive director and CEO of the Company. Proposed resolution No. 18:

The Meeting resolves to acknowledge the resignation of Roy PERTICUCCI in respect of the performance of his duties as executive director and CEO of the Company with effect as of the date of the present AGM.

Justification of the resolution No. 18:

On 14 October 2024, Roy PERTICUCCI announced to the Board that he will step down as executive director and CEO of the Company with effect as of the date of the present AGM, subject to an orderly transition.

The Board unanimously expresses its positive opinion on the resolution No. 18 and recommends its adoption in the proposed wording.

Renewal of the mandate of Catherine FAIERS, as director of the Company for three (3) years with effect from 26 June 2025.

Proposed resolution No. 19:

The Meeting resolves to renew the mandate of Catherine FAIERS, as director of the Company for three (3) years with effect from 26 June 2025.

Justification of the resolution No. 19:

On 12 May 2023 the Annual Shareholder Meeting appointed Catherine FAIERS, as director of the Company for three (3) years. The expiration of the mandate is 11 May 2026 which will be prior to the annual general meeting to be held in June 2026. Therefore, the Board recommends to re-appoint Catherine FAIERS in order to avoid vacancy between 12 May 2026 and in the AGM in June 2026.

The Board unanimously expresses its positive opinion on the resolution No. 19 and recommends its adoption in the proposed wording.

Renewal of the mandate of Tomasz SUCHANSKI, as director of the Company for three (3) years with effect from 26 June 2025.

Proposed resolution No. 20:

The Meeting resolves to renew the mandate of Tomasz SUCHANSKI, as director of the Company for three (3) years with effect from 26 June 2025.

Justification of the resolution No. 20:

On 12 May 2023 the Annual Shareholder Meeting appointed Tomasz SUCHANSKI, as director of the Company for three (3) years. The expiration of the mandate is 11 May 2026 which will be prior to the annual general meeting to be held in June 2026. Therefore, the Board recommends to re-appoint Catherine FAIERS in order to avoid vacancy between 12 May 2026 and in the AGM in June 2026.

The Board unanimously expresses its positive opinion on the resolution No. 20 and recommends its adoption in the proposed wording.

Appointment of Marcin KUŚMIERZ, born on 7 March 1976 in Lublin, Poland and having his professional address at Żelazna 51/53, 00-841 Warsaw, Poland, as executive director of the Company for three (3) years with effect from 26th June 2025. Proposed resolution No. 21:

The Meeting resolves to appoint Marcin KUŚMIERZ, born on 7 March 1976 in Lublin, Poland and having his professional address at Żelazna 51/53, 00-841 Warsaw, Poland, as executive director of the Company for three (3) years with effect from 26th June 2025.

Justification of the resolution No. 21:

Pursuant to the articles of association of the Company, the directors of the Company are appointed by a general meeting of the Company. The Board is of the opinion that the appointment of Marcin KUŚMIERZ as executive director would be in the best interests of the Company. Therefore, it is necessary to submit the draft of this resolution to the Meeting.

The Board unanimously expresses its positive opinion on the resolution No.21 and recommends its adoption in the proposed wording.

Discharge (quitus) to PwC, for the exercise of its mandate as certified auditor (réviseur d'entreprises agréé) of the Company until 31 December 2024.

Proposed resolution No. 22:

The 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 2024.

Justification of the resolution No. 22:

This matter falls within the exclusive competence of the Meeting as per the Law of 10 August 1915; therefore it is necessary to submit the draft of this resolution to the Meeting.

The Board unanimously expresses its positive opinion on the resolution No.22 and recommends its adoption in the proposed wording.

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 approving the annual accounts for the financial year ended on 31 December 2025.

Proposed resolution No. 23:

The 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 approving the annual accounts for the financial year ended on 31 December 2025.

Justification of the resolution No. 23:

This matter falls within the exclusive competence of the Meeting; therefore, it is necessary to submit the draft of this resolution to the Meeting.

The Board unanimously expresses its positive opinion on the resolution No. 23 and recommends its adoption in the proposed wording.

Authorisation of the Board to acquire shares with the purpose of their cancellation and reduction of the Company's share capital.

Proposed resolution No. 24:

The Meeting resolves to authorise the Board, with full power to delegate, to:

(a) implement the Share Buyback Program (the "Share Buyback Program") consisting of the Company acquiring its own shares in the market, whereas:

(i) a maximum pecuniary amount allocated to the share buyback is PLN 1,400,000,000 (in words: one billion four hundred million Polish zloty);

(ii) the minimum price per share will not be lower than the share nominal value, i.e. PLN 0.01 (in words: one grosz);

(iii) the maximum price per share will not exceed PLN 50 (in words: fifty Polish zloty);

(iv) The total number of shares to be purchased under this authorisation will depend on the

share purchase price, in any case, however, it may not exceed 73,983,340 shares, representing 7% of the Company's issued share capital;

(v) authorisation is given for a period starting on 26 June 2025 and ending on 25 June 2026;

(vi) the purpose of the Share Buyback Program is cancellation of shares and reduction of the Company's share capital and,

(b) perform all other actions which might be necessary in connection with the implementation of the Share Buyback Program, including without limitation, any notifications/publications to be made pursuant to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) ("MAR") and the law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, and

(c) proceed with the signing and the execution on behalf of the Company of the documents in the forms produced to the Meeting or with such amendments thereto as it may in its absolute discretion think fit and to do all acts and things which may in its absolute discretion be necessary or desirable in connection with the documents or the Share Buyback Program in such manner as it may in its absolute discretion think fit.

Any acquired shares under the buy-back authorisation shall be held by the Company as treasury shares with their voting and dividend rights being suspended for the period of time they are held by the Company, until they are cancelled in the appropriate manner.

Justification of the resolution No. 24:

The purpose of the proposed resolution is mainly to authorise the Board to implement share buy-back programme which is one of the elements of the Group Capital Allocation Policy. Based on the medium to long term plans and the current market circumstances, the Board assessed that the Company has sufficient funds for distribution and that the most preferred form of distribution will be repurchase of the Company's own shares. The Share Buyback can be conducted, at the choice of the Board, through the stock exchange (open market transactions) or by means of a public invitation addressed to all shareholders to submit a sale offer, or by combination of the two. The shares to be acquired by the Company under such buy-back programme pursuant to the authorisation to be granted by the shareholders are intended to be cancelled to reduce the share capital of the Company.

The Board unanimously expresses its positive opinion on the resolution No.24 and recommends its adoption in the proposed wording.

Presentation of the Allegro Incentive Plan ("AIP") rules approved by the shareholders on 19 September 2020 (as amended by the shareholders on 22 June 2022 and the Remuneration and Nomination Committee on 5 July 2022 and 3 April 2024 respectively) and proposal for the period during which awards may be granted under the AIP to be extended for a further five (5) years to 19 September 2035. Proposed resolution No. 25:

The Meeting resolves to amend rule 3.6 of the AIP rules in the form presented to the Meeting, to extend the period during which awards may be granted under the AIP for a further five (5) years such that instead of expiring on 19 September 2030, the AIP will expire on 19 September 2035.

Justification of the resolution No. 25:

On 20 September 2020 Shareholders approved the Allegro Incentive Plan (as amended by the shareholders on 22 June 2022 and the Remuneration and Nomination Committee on 5 July 2022 and 3 April 2024 respectively) - a discretionary benefit offered by the Company for the benefit of its employees and the employees of its subsidiaries. The main purpose of AIP is to increase the interest of the employees in the Company's long term business goals and performance through share ownership. AIP rules provide for the types of awards, terms and conditions of their grant as well as methods of satisfying awards.

Pursuant to AIP rules, an award may not be granted after 19 September 2030 (that is, the expiry of the period of 10 years beginning with the date on which the Plan is approved by the shareholders of the Company).

The Board is of the opinion that the talent management process is long-term. The Board assesses that so far the Plan allows achieving the goals set for it. At the time of the IPO, the company was equipped with a 10-year horizon to attract and retain employees. Now, in March 2025, the Company adopted a new Group Capital Allocation Policy, according to which the Board from time to time would execute the share buyback programme to meet the obligations under AIP. Therefore, it is in the interest of the Company to have a 10-year perspective again to offer the Plan to the employees. Extension of the period during which awards may be granted under the AIP will allow the Company to build a more balanced and flexible policy on hiring and motivating employees and managers. No other changes to the AIP are proposed.

A copy of the draft amended AIP Rules is attached.

The Board unanimously expresses its positive opinion on the resolution No. 25 and recommends its adoption in the proposed wording.

Considering and, if thought fit, approval of the aggregate remuneration for the Board members and specifically the aggregate remuneration for the Non-Executive Directors in accordance with the Company's articles of association and the remuneration policy.

Proposed resolution No. 26:

The Meeting resolves, in accordance with the Company's articles of association and the remuneration policy adopted by the Board on 28 September 2020, following a proposal from the Remuneration and Nomination Committee and approved by the general meeting of the Company's shareholders on 29 September 2020, that the maximum aggregate remuneration for the Board members shall be set at EUR 1,700,000 (in words: one million seven hundred thousand euros) per annum and specifically that the aggregate remuneration for the Non-Executive Directors shall be set at EUR 1,550,000 (in words: one million five hundred fifty thousand euros) per annum. It is noted that the Board shall resolve, in accordance with the remuneration policy approved by the general meeting of the Company's shareholders, on the allocation of such aggregate remuneration among its members and may grant additional remuneration to Directors assigned specific duties or missions. The figures included in this resolution concern, for the avoidance of doubt, the remuneration paid at the level of the Company and does not extend to that of any other group entities.

Justification of the resolution No. 26:

In accordance with the Company's articles of association and the remuneration policy, the decision on the aggregate remuneration for the Board members and specifically the aggregate remuneration for the Non-Executive Directors rests with the general meeting of the Company's shareholders. The aggregated amounts presented in the draft resolution are proposed by the Remuneration and Nomination Committee, which took into account the principles established in the remuneration policy.

The Board unanimously expresses its positive opinion on the resolution No. 26 and recommends its adoption in the proposed wording.

DRAFT AMENDED AIP RULES

ALLEGRO.EU

ALLEGRO INCENTIVE PLAN

Approved by shareholders of the Company on 20 September 2020

Adopted by the board of the Company on 7 October 2020

Amended by the remuneraon and nominaon commiee of the board of the Company on 22 September 2021

Amended by the remuneraon and nominaon commiee of the board of the Company on 28 March 2022

Amendments approved by shareholders of the Company on 22 June 2022

Amendments adopted by the remuneraon and nominaon commiee of the board of the Company on 5 July 2022

Amendments adopted by the remuneraon and nominaon commiee of the board of the Company on 03 April 2024

The Plan is a discreonary benefit offered by Allegro.eu S.A (the "Company") for the benefit of its employees and the employees of its subsidiaries (the "employees"). The main purpose of the Plan is to increase the interest of the employees in the Company's long term business goals and performance through share ownership. The Plan is an incenve for the employees' future performance and commitment to the goals of the Group.

Shares received under the Plan and any gains obtained under the Plan are not part of salary for any purpose (except to any extent required by statute).

The detailed rules of the Plan are set out in this document.

RuleRule	Page
1. Definions and Interpretaon	2
2. Eligibility	4
3. Grant of Awards	4
4. Limits	6
5. Vesng of Awards	8
6. Consequences of Vesng	9
7. Exercise of Opons	10
8. Lapse of Awards	10
9. Leavers	10
10. Takeovers and Other Corporate Events	14
11. Adjustment of Awards	16
12. Malus and Clawback	16
13. Alteraons	17
14. Miscellaneous	18
15. Cash Alternave	20

1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires:

"Admission Date" means the date on which the Shares are admied to be traded on the WSE;

"AIP" or the "Plan" means the Allegro Incenve Plan as amended from me to me;

"Award" means a Restricted Stock Unit Award, an Opon, Performance Share Unit Award, a Free Share Award, or any other form of award as determined by the Commiee from me to me at its discreon;

"Board" means the board of directors of the Company or a duly authorised commiee of the Board or a duly authorised person, or any successor enty;

"Commiee" means the remuneraon and nominaon commiee of the Board (or its duly authorised sub-commiee), or, on and aer the occurrence of a corporate event described in Rule 10 (Takeovers and other corporate events), the remuneraon commiee of the Board as constuted immediately before such event occurs;

"Companies Act 2006" means the UK's Companies Act 2006, as amended from me to me;

"Company" means Allegro.eu S.A., a public limited liability company (Société anonyme) incorporated and exisng under the laws of Luxembourg and registered with the Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés, Luxembourg) under number B214830;

"Competor" means such enty or enes as the Commiee may, from me to me, determine to be a real threat to the business interests of the Company and its group or to potenally pose such a threat in the near future, as nofied to the Parcipants in their non-compete agreements with a Group Member or otherwise;

"Control" means a person (or group of persons acng in concert) acquiring more than 33.33% of the issued share capital of the Company;

"Early Vesng Date" means either:

(a) the date of cessaon of employment of a Parcipant in the circumstances referred to in Rule 9.1 (Good leavers); or
(b) a date of noficaon referred to in Rule 10.1 (General offers) or the date of the relevant event referred to in Rule 10.2 (Winding up);

"Exercise Period" means the period referred to in Rule 6.2 (Vesng of opons) during which an Opon may be exercised;

"Financial Year" means the financial year of the Company;

"Free Share Award" means a condional right to acquire free Shares granted under the Plan;

"Good Leaver" means a Parcipant who ceases to be a director or employee of a Group Member before the Normal Vesng Date for any reason other than those specified in Rules

9.4 (Cessaon of employment in other circumstances) and 9.1 (Death of a Parcipant) and is not a Special Leaver;

"Grant Date" means the date on which an Award is granted;

"Group Member" means:

(a) a Parcipang Company; and
(b) a body corporate which is a subsidiary undertaking (within the meaning of secon 1162 of the Companies Act 2006) of a Parcipang Company and has been designated by the Board for this purpose;

"Lisng" means the admission of all or any of the share capital of the Company to the

WSE; "New Award" has the meaning given to it in Rule 10.3 (Rollover of Awards);

"New Joiner" means any person who on the relevant Grant Date is eligible to be granted an Award under Rule 2 (Eligibility) by reason of their having commenced employment with a Parcipang Company in the six months (or such period as determined by the Commiee) preceding the Grant Date and who is determined to be a New Joiner by the Commiee

"Non-Compete Period" means the period of 12 months beginning from the date on which a Parcipant ceases to be a director or employee of a Group Member;

"Normal Vesng Date" means the date on which an Award vests under Rule 5.1 (Timing of Vesng: Normal Vesng Date);

"Noonal Vesng" means in relaon to a Performance Share Unit Award and any Opon that is subject to a Performance Condion, a Parcipant becoming noonally entled to have Shares transferred to them (or their nominee) in the event of them becoming a Good Leaver, subject to the sasfacon of any Performance Condions and any other applicable Rules;

"Old Award" has the meaning given to it in Rule 10.3 (Rollover of Awards);

"Opon" means a right to acquire Shares granted under the Plan which is designated as an opon by the Commiee under Rule 3.2 (Type of Award);

"Opon Price" means the amount, if any, payable on the exercise of an Opon;

"Parcipant" means a person who holds an Award including their personal

representaves; "Parcipang Company" means the Company or any Subsidiary of the

Company;

"Performance Condion" means a condion related to performance which is specified by the Commiee under Rule 3.1 (Terms of grant);

"Performance Share Unit Award" means a right to acquire Shares granted under the Plan which is subject to the sasfacon of a Performance Condion as determined by the Commiee;

"Restricted Stock Unit Award" means a condional right to acquire Shares granted under the Plan;

"Rule" means a rule of the Plan;

"Senior Execuve" means an execuve director of the Board or a member of the management board of Allegro.pl sp. z.o.o.;

"Shares" means fully paid ordinary shares in the capital of the Company;

"Special Leaver" means a Parcipant who ceases to be a director or employee of a Group Member before the Normal Vesng Date by reason of rerement at the statutory rerement age for the relevant jurisdicon (if applicable) or serious incapacity, as evidenced to the reasonable sasfacon of the Commiee during the Vesng Period;

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of secon 1159 of the Companies Act 2006, or its equivalent in any applicable jurisdicon);

"Tax Liability" means any amount of tax or social security contribuons for which a Parcipant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;

"Vest" means:

(a) in relaon to a Performance Share Unit Award, a Restricted Stock Unit Award and a Free Share Award, a Parcipant becoming entled to have Shares transferred to them (or their nominee) subject to the Rules and the sasfacon of any Performance Condions; and
(b) in relaon to an Opon, it becoming exercisable;

"Vested Shares" means those Shares in respect of which an Award Vests;

"Vesng Period" means the period between the Grant Date and the date of Vesng; and

"WSE" means the Warsaw Stock Exchange.

1.2 Any reference in the Plan to any enactment includes a reference to that enactment as from me to me modified, extended or re-enacted.

1.3 Expressions in italics and headings are for guidance only and do not form part of the Plan. 2.

ELIGIBILITY

An individual is eligible to be granted an Award only if they are an employee (including an execuve director) of a Parcipang Company and are not under noce of terminaon of employment or have not agreed to the terminaon of their employment with their employer at the Grant Date.

3. GRANT OF AWARDS

3.1 Terms of grant

Subject to Rule 3.6 (Timing of grant), Rule 3.8 (Approvals and consents) and Rule 4 (Limits), the Commiee may resolve to grant an Award on:

(a) the terms set out in the Plan; and
(b) such addional terms (whether a Performance Condion and/or any other terms) as the Commiee may specify

to any person who is eligible to be granted an Award under Rule 2 (Eligibility).

3.2 Type of Award

On or before the Grant Date, the Commiee shall determine whether an Award shall be a Restricted Stock Unit Award, a Performance Share Unit Award, an Opon, a Free Share Award or any other form of award as it may determine in its discreon from me to me.

3.3 Method of grant

An Award shall be granted as follows:

(a) a Restricted Stock Unit Award, a Performance Share Unit Award, an Opon or a Free Share Award shall be granted by deed executed by the Company; and
(b) if an Award is an Opon, the Commiee shall determine the Opon Price (if any) on or before the Grant Date provided that the Commiee may reduce or waive such Opon Price on or prior to the exercise of the Opon.

3.4 Treatment of Dividends

Parcipants will not be entled to receive dividends in respect of the Shares under an Award before Vesng, nor will they be entled to any addional benefits calculated by reference to any such dividends.

3.5 Method of sasfying Awards

Unless specified to the contrary by the Commiee on the Grant Date, an Award may be sasfied:

(a) by the issue of new Shares; and/or
(b) by the transfer of treasury Shares; and/or
(c) by the transfer of Shares (other than the transfer of treasury Shares).

The Commiee may decide to change the way in which it is intended that an Award may be sasfied aer it has been granted, having regard to the provisions of Rule 4 (Limits).

3.6 Timing of grant

Subject to Rule 3.8 (Approvals and consents), an Award may only be granted:

(a) in the 6-week period beginning with:
- (i) the date on which the Plan is approved by the shareholders of the Company;
- (ii) the dealing day aer the date on which the Company announces its annual results; or

(iii) 1 October of each calendar year; or

(b) at any other me when the Commiee considers that circumstances are sufficiently exceponal to jusfy its grant,

but an Award may not be granted aer 19 September 20352030 (that is, the expiry of the period of 10 years beginning with the date on which the Plan is approved by the shareholders of the Company).

3.7 Non-transferability and bankruptcy

An Award granted to any person:

(a) shall not be transferred, assigned, charged or otherwise disposed of except on their death to their personal representaves or heirs and shall lapse immediately on any aempt to do so; and
(b) shall lapse immediately if they are declared bankrupt.

3.8 Approvals and consents

The grant of any Award shall be subject to obtaining any approval or consent required under any applicable laws and regulaons (including any applicable lisng rules) and any relevant share dealing code of the Company.

4. LIMITS

4.1 10 per cent. in 10 years limit

An Award shall not be granted in any calendar year if, at the me of its proposed Grant Date, it would cause the number of Shares allocated in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that me. For the purposes of this Rule 4.1 (10 per cent in 10 years limit):

(a) Shares are "allocated" when an Award or other contractual right to acquire unissued Shares or treasury Shares is granted. Where any Award lapses (whether in whole or in part) the Shares which cease to be subject to that Award shall no longer count as allocated;
(b) any Shares which have been issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustee to sasfy the Vesng or exercise of any award, opon or other contractual right granted under the Plan and any other employee share plan shall count as allocated unless they are already treated as allocated under this Rule; and
(c) for the avoidance of doubt, exisng Shares other than treasury Shares that are transferred or over which opons, awards or other contractual rights are granted shall not count as allocated.

4.2 Individual limit

(a) The maximum total market value of Shares (calculated as set out in this Rule) over which

Awards may be granted to any employee or director during any Financial Year is 200% of their salary (as defined in this Rule) unless Rules 4.2(b), 4.2(c) or 4.2(d) apply.

(b) If the Commiee decides that exceponal circumstances exist in relaon to the recruitment or retenon of an eligible employee (or director) or otherwise then the maximum total market value of Shares (calculated as set out in this Rule) over which Awards may be granted to that employee or director during a Financial Year is 300% of their salary (as defined in this Rule).
(c) Rules 4.2(a) and 4.1(b) shall not apply in respect of any Award granted to a New Joiner that in general relates to compensaon for, or buy out from, the New Joiner's contract in their previous employment.
(d) If the Commiee determines that an extraordinary event has occurred, such as the acquision by a Group Member of a new enty, and it considers it appropriate to grant an Award to an eligible employee (or director) in connecon with that event, the Commiee may grant an Award which, when taken together with any other Award granted to them in that Financial Year, exceeds the limits set out in Rules 4.2(a) and (b) provided that any such Award(s) granted in accordance with this Rule 4.2(d):

(i) will not, in any Financial Year, exceed 100% of the individual's salary (as defined in this Rule) in the case of a Senior Execuve, or 150% of their salary (as defined in this Rule) in the case of any other eligible employee; and

(ii) shall be granted subject to such Performance Condions as the Commiee considers appropriate.
(e) For the purpose of this Rule 4.2 (Individual limit):
- (i) an employee's or director's salary shall be taken to be their annual base salary (excluding benefits in kind and any variable remuneraon), expressed as an annual rate payable by the Parcipang Companies to them on the Grant Date (or such earlier date as the Commiee shall determine). Where a payment of salary is made in a currency other than Polish Zloty, the payment shall be treated as equal to the equivalent amount of Polish Zloty as calculated by averaging the applicable prevailing exchange rate for the period of five days ending on the day before the Grant Date as published on the Narodowy Bank Polski's website; and
- (ii) the market value of the Shares over which an Award is to be granted shall be taken to be an amount equal to the average closing price of such Shares (as derived from the WSE, rounded down to two places aer the decimal (PLN1/100)) during a period of 60 dealing days ending with the dealing day before the Grant Date, excluding any period when dealings in Shares are prohibited under the Company's share dealing code, or any other such period or method of calculaon the Commiee may at its discreon deem necessary in order to fairly represent the dealing price corrected for exceponal circumstances.

4.3 Effect of limits

Any Award shall be limited and take effect so that the limits in this Rule 4 (Limits) are complied with.

4.4 Restricon on use of unissued Shares and treasury Shares

No Shares may be issued or treasury Shares transferred to sasfy any Restricted Stock Unit Award, Performance Share Unit Award or Free Share Award, or the exercise of any Opon to the extent that such issue or transfer would cause the number of Shares allocated to exceed the limits in this Rule 4 (Limits) except where there is a variaon of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variaon.

5. VESTING OF AWARDS

5.1 Timing of Vesng: Normal Vesng Date

Subject to Rule 5.3 (Restricons on Vesng and exercise: regulatory and tax issues), an Award shall Vest:

(a) in respect of a Performance Share Unit Award subject also to Rule 12 (Malus and Clawback), on the third anniversary of the Grant Date provided that the Commiee has determined that the applicable Performance Condion and any other condion imposed on the Vesng of the Award have been sasfied (in whole or part);
(b) in respect of a Restricted Stock Unit Award, in three tranches as follows: (i)

25% on the first anniversary of the Grant Date;

(ii) 25% on the second anniversary of the Grant Date; and
(iii) 50% on the third anniversary of the Grant Date,
to the extent that any other condion imposed on the Vesng of the Award has been sasfied (in whole or part);
(c) in respect of a Free Share Award, at the end of the lock-up period, on the 360 th day following the Admission Date; and
(d) in respect of an Opon, the third anniversary of the Grant Date;

in each case, except where Vesng occurs on an Early Vesng Date under Rule 9 (Leavers) or Rule 10 (Takeovers and other corporate events) or where the Commiee decides otherwise at its discreon.

5.2 Extent of Vesng

An Award shall only Vest to the extent:

(a) that any Performance Condion is sasfied on the Normal Vesng Date or the Early Vesng Date;
(b) as permied by any other term imposed on the Vesng of the Award (including but not limited to the applicaon of Rule 12 (Malus and Clawback)); and
(c) in relaon to Vesng before the Normal Vesng Date (other than pursuant to Rules 9.1

(Death of a Parcipant) or 9.3 (Special Leavers)), as permied by Rules 9.6 (Leavers: Reducon in number of Vested Shares (General provision)) and 9.7 (Leavers: Reducon in number of Vested Shares (Change in Board or Management)).

Where, under Rule 9 (Leavers) or Rule 10 (Takeovers and other corporate events), an Award would Vest before the end of the full period over which performance would be measured under the Performance Condion then, unless provided to the contrary by the Performance Condion, the extent to which the Performance Condion has been sasfied in such circumstances shall be determined by the Commiee on such reasonable basis as it decides.

5.3 Restricons on Vesng and exercise: Regulatory and tax issues

An Award shall not Vest, and an Opon which has Vested may not be exercised, unless and unl the following condions are sasfied:
- (a) the Vesng of the Award or exercise of the Opon, and the issue or transfer of Shares aer such Vesng or exercise would be lawful in all relevant jurisdicons and in compliance with any applicable laws and regulaons (including any applicable lisng rules) and any relevant share dealing code of the Company;
- (b) if, on the Vesng of the Award or exercise of the Opon, a Tax Liability would arise by virtue of such Vesng or exercise and the Board decides that such Tax Liability shall not be sasfied by the sale of Shares pursuant to Rule 5.5 (Payment of Tax Liability) then the Parcipant must have entered into arrangements acceptable to the Board that the relevant Group Member will receive the amount of such Tax Liability;
- (c) where the Commiee requires, the Parcipant has entered into, or agreed to enter into, a valid elecon to disapply tax charge on restricted securies; and
  - (d) the Parcipant has provided details of their valid brokerage account to the Company.

For the purposes of this Rule 5.3 (Restricons on Vesng and exercise: regulatory and tax issues), references to a Group Member include any former Group Member.

An Award shall lapse immediately on the 12-month anniversary of what would have been the Normal Vesng Date but for a failure to provide the brokerage account details if the Parcipant fails to provide details of their valid brokerage account to the Company before then.

5.4 Tax liability before Vesng

If a Parcipant will, or is likely to, incur any Tax Liability before the Vesng of an Award then that Parcipant must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the Parcipant shall be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares subject to their Award on their behalf to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability and the number of Shares subject to their Award shall be reduced accordingly.

For the purposes of this Rule 5.4 (Tax liability before Vesng), references to Group Member include any former Group Member.

5.5 Payment of Tax Liability

The Parcipant authorises the Company to sell or procure the sale of a sufficient number of Vested Shares (on or following the exercise of their Opon in the case of an Opon) on their behalf to ensure that any relevant Group Member or former Group Member receives the amount required to discharge the Tax Liability which arises on Vesng or exercise except to the extent that the Board decides that all or part of the Tax Liability shall be funded in a different manner.

6. CONSEQUENCES OF VESTING

6.1 Free Share Awards, Restricted Stock Unit Awards and Performance Share Unit Awards

For Free Share Awards, Restricted Stock Unit Awards and Performance Share Unit Awards, on or as soon as reasonably praccable aer Vesng, the Board shall, subject to Rule 5.5 (Payment of Tax Liability), Rule 12 (Malus and Clawback) and any arrangement made under Rule 5.3 (Restricons on Vesng and exercise: regulatory and tax issues), transfer or procure the transfer of the Vested Shares to the Parcipant.

6.2 Vesng of Opons

An Opon shall, subject to Rule 5.3 (Restricons on Vesng and exercise: regulatory and tax issues), be exercisable in respect of Vested Shares for a period of 12 months beginning with the date on which the Opon Vests unless it lapses earlier under Rules 9.4 (Cessaon of employment in other circumstances), 9.3 (Special Leavers), 9.5 (Addional condions for Leavers) or Rule 10.1 (General offers).

If an Opon is not exercised during the last 30 days of the Exercise Period because of any regulatory restricons referred to in Rule 5.3(a), the Commiee may extend the period during which the Opon may be exercised so as to permit the Opon to be exercised as soon as those restricons cease to apply.

7. EXERCISE OFOPTIONS

7.1 Exercise in whole or part

An Opon must be exercised to the maximum extent possible at the me of exercise unless the Commiee decides that a Parcipant may exercise the Opon in respect of such fewer number of Shares as it decides.

7.2 Method of exercise

The exercise of any Opon shall be effected in the form and manner prescribed by the Board. Unless the Board, acng fairly and reasonably determines otherwise, any noce of exercise shall, subject to Rule 5.3 (Restricons on Vesng and exercise: regulatory and tax issues), take effect only when the Company receives it, together with payment of any relevant Opon Price (or, if the Board so permits, an undertaking to pay that amount, provided such undertaking is permied under the laws of the relevant jurisdicon).

7.3 Transfer or allotment metable

As soon as reasonably praccable aer an Opon has been exercised, the Company shall, subject to Rule 5.5 (Payment of Tax Liability) and any arrangement made under Rules 5.3(b) and 5.3(c) (Restricons on Vesng and exercise: regulatory and tax issues), transfer or procure the transfer to them or, if appropriate, allot to them (or their nominee) the number

of Shares in respect of which the Opon has been exercised.

8. LAPSE OF AWARDS

An Award shall lapse:
(a) in accordance with the Rules; or
(b) to the extent it does not Vest under the Rules.

9. LEAVERS

9.1 Death of a Parcipant

If a Parcipant ceases to be a director or employee of a Group Member by reason of death, or dies between the date on which they become a Special Leaver and their Award Vests under Rule 9.3 (Special Leavers), then unless the Commiee determines otherwise and subject to Rules 5.3 (Restricons on Vesng: regulatory and tax issues) and Rule 10 (Takeovers and Other Corporate Events), their Award shall Vest in full, and in the case of Opons be deemed to have been exercised in full, on the date on which the Commiee is nofied of, and receives such informaon as it considers necessary in respect of, their death in accordance with Rules 5 (Vesng of Awards) to 7 (Exercise of Opons).

9.2 Good leavers

If a Parcipant is a Good Leaver, then, subject to Rule 5.3 (Restricons on Vesng and exercise: regulatory and tax issues), Rule 12 (Malus and Clawback) and Rule 10 (Takeovers and other corporate events):
- (a) in respect of Performance Share Unit Awards and any Opons that are subject to a Performance Condion, the Awards shall Vest subject to Rule 9.7 (Leavers: reducon in number of Vested Shares (Change in Board or Management)) on the Normal Vesng Date and Rules 9.6 (Leavers: reducon in number of Vested Shares (General provision))and 9.7 (Leavers: reducon in number of Vested Shares (Change in Board or Management)) shall apply, unless the Commiee decides that, subject to Rule 5.3 (Restricons on Vesng and exercise: regulatory and tax issues), an Award shall Vest on the date of cessaon of employment or such earlier date as it shall, in its absolute discreon, determine; and
- (b) in respect of Restricted Stock Unit Awards and any Opons that are not subject to a Performance Condion, any poron of the Awards that are not Vested shall lapse on the date of cessaon of employment, unless the Commiee determines otherwise in its absolute discreon.

9.3 Special Leavers

If a Parcipant is a Special Leaver, then the Awards shall Vest, subject to Rule 9.1 (Death of a Parcipant), Rule 10 (Takeovers and Other Corporate Events) and Rule 12 (Malus and Clawback), on the Normal Vesng Date in accordance with Rule 5 (Vesng of Awards) and any Opons shall be exercisable in accordance with Rule 7 (Exercise of Opons), unless the Commiee decides that, subject to Rule 5.3 (Restricons on Vesng and exercise: regulatory and tax issues), an Award shall Vest on the date of cessaon of employment or such earlier date as it shall, in its absolute discreon, determine.

9.4 Cessaon of employment in other circumstances

If a Parcipant ceases to be a director or employee of a Group Member by reason of gross misconduct or resignaon to join a Competor within the Non-Compete Period:

(a) any Award (whether Noonally Vested or otherwise) shall lapse immediately on the date of such cessaon of employment; and
(b) any Vested Shares acquired by the Parcipant during the 12 month period immediately before the date of cessaon of employment and/or in the period from the date of cessaon of employment to the date on which they joined a Competor (net of any applicable taxes) shall be repayable to the Company, either as a payment of cash or a transfer of Shares, on such terms as it may determine.

For the purposes of this Rule 9.4 (Cessaon of employment in other circumstances), a Parcipant will be deemed to have joined a Competor on:

(i) becoming an employee or director of, or otherwise performing work or providing services on any basis to, a Competor;
(ii) them commencing a posion pursuant to which they sit on the founding, supervisory or execuve bodies of a Competor; or
(iii) them holding a direct or indirect financial interest (as shareholder or otherwise) in a Competor (disregarding any financial interest in securies of a company listed or dealt in on any recognised investment exchange which amounts to less than 3 per cent of the issued securies of that class of securies).

9.5 Addional condions for Leavers

Where a Parcipant ceases to be a director or employee of a Group Member for any reason, the Commiee at its absolute discreon, acng fairly and reasonably, may, in circumstances where a Parcipant is determined by the Commiee to have breached any restricve covenant provisions as set out in any agreement between the Parcipant and any Group Member:
- (a) require that some or all of any Vested Shares under a Performance Share Unit Award and/or Restricted Stock Unit Award and/or Opon received during the 12 month period immediately before the breach of the covenant takes place (net of any applicable taxes) be repayable to the Company, either as a payment of cash or transfer of Shares, on any terms as it may determine; and
  - (b) determine that any poron of any Awards that are not yet Vested (or, in the case of an Opon, has not yet been exercised) shall lapse with immediate effect.

9.6 Leavers: Reducon in Number of Vested Shares (General provision)

Save as set out in Rule 9.7 (Leavers: reducon in number of Vested Shares (Change in Board or Management)), where a Parcipant is a Good Leaver, the Commiee shall determine the number of Vested Shares in respect of any Performance Share Unit Award and any Opon that is subject to a Performance Condion by the following steps:

(a) any poron of any Awards that are Noonally Vested shall be capable of Vesng, subject to the requirements of Rule 9.6(c);
(b) unless otherwise determined by the Commiee, an Award shall be considered to be Noonally Vested as follows:
- (i) 25% of Shares under Award on the first anniversary of the Grant Date;
- (ii) 25% of Shares under Award on the second anniversary of the Grant Date; and
  - (iii) 50% of Shares under Award on the third anniversary of the Grant Date; and
(c) the Commiee shall apply any Performance Condion and any other applicable condion to the Shares that have Noonally Vested, in accordance with Rule 5.2 (Extent of Vesng) on the Normal Vesng Date provided that, at all mes such applicaon of any Performance Condion and/or any other applicable condion shall not result in a higher percentage than is set out in Rule 9.6(b) from being considered Noonally Vested,

unless the Commiee, acng fairly and reasonably, decides that the:

(i) reducon in the number of Vested Shares under Rule 9.6(c) is inappropriate in any parcular case when it shall increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares that could have Vested absent the Parcipant's cessaon of employment or office; and/or
(ii) Award should Vest on the Early Vesng Date. For the avoidance of doubt, any proporon of any Award that is not Noonally Vested at the me of cessaon of employment shall lapse.

If an Award Vests under any of Rules 10.1 (General offers) to 10.2 (Winding up) when the holder of that Award has ceased to be a director or employee of a Group Member for the reasons set out in this Rule 9.6 (Leavers: reducon in number of Vested Shares (General provision)) then this Rule 9.6 (Leavers: reducon in number of Vested Shares (General provision)) shall take precedence over Rule 10.5 (Corporate events: number of Vested Shares).

9.7 Leavers: Reducon in Number of Vested Shares (Change in Board or Management)

Notwithstanding the provisions of Rule 9.6 (Leavers: reducon in number of Vested Shares (General provision)), where a Parcipant is a Good Leaver by reason of having been served noce of terminaon of employment by the Company within 6 months following a change to the majority of either: (i) the members of the Board of the Company; or (ii) the management board of Allegro.pl sp. z.o.o., in each case, within a 12 month period, then the Commiee shall determine the number of Vested Shares in respect of any Performance Share Unit Award and any Opon that is subject to a Performance Condion by the following steps:

(a) any poron of any Awards that are Noonally Vested shall be capable of Vesng, subject to the requirements of Rule 9.7(c);
(b) an Award shall be considered to be Noonally Vested as to such amount that is determined by applying a pro rata straight line Noonal Vesng based on the

completed months of service from the Grant Date and ending on the date of cessaon relave to the period of 3 years; and

(c) the Commiee shall apply any Performance Condion and any other applicable condion to the Shares that have Noonally Vested, in accordance with Rule 5.2 (Extent of vesng) on the Early Vesng Date (or Normal Vesng Date where the Company has received the confirmaon from a relevant tax authority specified below) provided that, at all mes such applicaon of any Performance Condion and/or any other applicable condion shall not result in a higher percentage than is set out in Rule 9.7(b) from being considered Noonally Vested.

Unless the Company has received confirmaon from a relevant tax authority that there would be no adverse tax consequences for Parcipants receiving Vested Shares on the Normal Vesng Date, the Award shall Vest on the Early Vesng Date or such earlier date as the Commiee shall, in its absolute discreon, determine.

If an Award Vests under any of Rules 10.1 (General offers) to 10.2 (Winding up) when the holder of that Award has ceased to be a director or employee of a Group Member for the reasons as set out in this Rule 9.7 (Leavers: reducon in number of Vested Shares (Change in Board or Management)) then this Rule 9.7 (Leavers: reducon in number of Vested Shares (Change in Board or Management)) shall take precedence over Rule 10.5 (Corporate events: number of Vested Shares).

9.8 Meaning of ceasing employment

(a) A Parcipant shall not be treated for the purposes of this Rule 9 (Leavers) as ceasing to be a director or employee of a Group Member unl such me as they are no longer a director or employee of any Group Member.
(b) If any Parcipant ceases to be such a director or employee of a Group Member before the Vesng of their Award in circumstances where they retain a statutory right to return to work then they shall be treated as not having ceased to be such a director or employee unl such me (if at all) as they cease to have such a right to return to work while not acng as an employee save that the Board may, at any me during this period, determine in its absolute discreon that such a director or employee should be treated as ceasing to be a director or employee of a Group Member, in which case Rule 9.6 (Leavers: reducon in number of Vested Shares (General provision)) shall apply.
(c) Where a Parcipant's Award(s) lapse pursuant to 9.4 (Cessaon of employment in other circumstances) and a court of competent jurisdicon does not uphold the dismissal for gross misconduct, the Parcipant shall be granted replacement Award(s) on the same terms as the Award(s) that lapsed on their cessaon of employment or office and, unless they are reinstated as employees or officers of a Group Company, shall be treated as a Good Leaver in respect of those replacement Award(s).

9.9 Death following cessaon of employment

If a Parcipant dies following cessaon of employment in circumstances where their Award did not lapse but it has not Vested by the me of their death (other than where they ceased employment as a Special Leaver), it shall Vest on the Normal Vesng Date unless the Commiee decides that their Award shall Vest as soon as praccable following their death to

the extent determined by reference to the me of cessaon of employment in accordance with Rule 9.2 (Good Leavers).

9.10 Leavers: Free Share Awards

Rules 9.1 (Death of a Parcipant) to 9.9 (Death following cessaon of employment) above shall not apply to any Free Share Award which shall connue to Vest on the Normal Vesng Date in the event a Parcipant ceases to be a director or an employee of a Group Member before the Normal Vesng date unless the Commiee, in its absolute discreon, determines that the Free Share Award may Vest early.

10. TAKEOVERS ANDOTHER CORPORATE EVENTS

10.1 General offers

If any person (or group of persons acng in concert):

(a) obtains Control of the Company as a result of making a general offer to acquire Shares; or
(b) having obtained Control of the Company makes such an offer and such offer becomes uncondional in all respects

the Board shall within 7 days of becoming aware of that event nofy every Parcipant of it and, subject to Rule 10.3 (Internal reorganisaons), the following provisions shall apply:

(i) subject to Rule 5.3 (Restricons on Vesng and exercise: regulatory and tax issues), all Awards shall Vest on the date of such noficaon if they have not then Vested and Rule 10.5 (Corporate events: number of Vested Shares) shall apply;
(ii) any Opon may, subject to Rule 5.3 (Restricons on Vesng and exercise: regulatory and tax issues) be exercised within one month of the date of such noficaon, but to the extent that an Opon is not exercised within that period, that Opon shall (regardless of any other provision of the Plan) lapse at the end of that period.

10.2 Winding up

In the event that:

(a) the Company passes a resoluon for a voluntary winding up of the Company; or (b)

an order is made for the compulsory winding up of the Company,

the Commiee may, in its absolute discreon determine subject to Rule 5.3 (Restricons on Vesng and exercise: regulatory and tax issues), and Rule 10.4 (Internal reorganisaons) the extent to which, if at all, an Award shall Vest and the ming of such Vesng and Rule 10.5 (Corporate events: number of Vested Shares) shall apply.

10.3 Rollover of Awards

If any company (the "Acquiring Company") is expected to acquire or acquires more than 50% of the Shares in the Company as a result of an offer referred to in Rule 10.1 (General offers), any Parcipant may, by agreement with the Acquiring Company, surrender their Award ("Old

Award") in consideraon of the grant to them of an equivalent award over shares in the Acquiring Company or a company related to the Acquiring Company ("New Award").

The Rules will apply to any New Award granted under this Rule 10.3 (Rollover of Awards) as if references to Shares were to shares over which the New Award is granted and references to the Company were references to the company whose shares are subject to the New Award.

10.4 Internal reorganisaons

In the event that:

(a) an Acquiring Company is expected to obtain Control of the Company as a result of an offer referred to in Rule 10.1 (General offers); and
(b) at least 50% of the shares in the Acquiring Company are expected to be held by substanally the same persons who immediately before the obtaining of Control of the Company were shareholders in the Company,

then the Commiee, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shall not Vest under Rule 10.1 (General offers) but shall be automacally surrendered in consideraon for the grant of a new award which the Commiee determines is equivalent to the Award it replaces except that it will be over shares in the Acquiring Company or some other company.

The Rules will apply to any new award granted under this Rule 10.4 (Internal reorganisaons) as if references to Shares were references to shares over which the new award is granted and references to the Company were references to the company whose shares are subject to the new award.

10.5 Corporate events: number of Vested Shares

If an Award Vests under any of Rules 10.1 (General offers) to 10.2 (Winding up), the Commiee shall determine the number of Vested Shares of that Award by applying any Performance Condion and any other condion imposed on the Vesng of the Award. No pro rata reducon based on service period will be applied to the number of Shares determined under this Rule 10.5 (Corporate events: number of Vested Shares).

If an Award Vests under any of Rules 10.1 (General offers) to 10.2 (Winding up) aer the holder of that Award has ceased to be a director or employee of a Group Member then Rule 9 (Leavers) shall take precedence over this Rule 10.5 (Corporate events: number of Vested Shares).

11. ADJUSTMENT OF AWARDS

11.1 General rule

In the event of:

(a) any variaon of the share capital of the Company; or
(b) a demerger, special dividend or other similar event which affects the market price of a Share to a material extent,

the Commiee may make such adjustments as it considers appropriate under Rule 11.2 (Method of adjustment) so that, as far as possible, the value of the Shares under an Award

immediately aer such an event is the same as immediately prior to the event.

11.2 Method of adjustment

An adjustment made under this Rule shall be to one or more of the following:

(a) the number of Shares comprised in an Award;
(b) the Opon Price; and
(c) where any Award has Vested or Opon has been exercised but no Shares have been transferred or alloed aer such Vesng or exercise, the number of Shares which may be so transferred or alloed and (if relevant) the price at which they may be acquired.

12. MALUS AND CLAWBACK

12.1 Notwithstanding any other provision of the Plan, the Commiee may decide at any me at its discreon that a Parcipant shall in respect of their Performance Share Unit Award(s) and/or Opon(s) subject to a Performance Condion and/or, provided this is nofied to the Parcipant on or around the Grant Date, Restricted Stock Unit Award(s) be subject to:
- (a) a malus adjustment before an Award Vests; and/or
- (b) the clawback of any amount aer an Award Vests,

in accordance with the Company's applicable Malus and Clawback Policy and procedures, as amended from me to me.

13. ALTERATIONS

13.1 General rule on alteraons

Except as described in Rule 13.2 (Shareholder approval), and Rule 13.4 (Alteraons to disadvantage of Parcipants) the Commiee may at any me alter the Plan or the terms of any Award.

13.2 Shareholder approval

Except as described in Rule 13.3 (Excepons to shareholder approval), no alteraon to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 13.1 (General rule on alteraons) to the provisions concerning:

(a) eligibility;
(b) the individual limits on parcipaon;
(c) the overall limits on the issue of Shares or the transfer of treasury Shares;
(d) the basis for determining a Parcipant's entlement to, and the terms of, Shares or cash provided under the Plan;
(e) the adjustments that may be made in the event of any variaon of capital; and (f)

the terms of this Rule 13.2 (Shareholder approval).

without the prior approval by ordinary resoluon of the members of the Company in general

meeng.

13.3 Excepons to shareholder approval

Rule 13.2 (Shareholder approval) shall not apply to:

(a) any minor alteraon to benefit the administraon of the Plan, to take account of a change in legislaon or to obtain or maintain favourable tax, exchange control or regulatory treatment for Parcipants or any Group Member; or
(b) any alteraon relang to the Performance Condion made under Rule 13.5 (Alteraons to a Performance Condion).

13.4 Alteraons to disadvantage of Parcipants

No alteraon to the material disadvantage of Parcipants shall be made under Rule 13.1 (General rule on alteraons) unless:

(a) the Board shall have invited every relevant Parcipant holding Awards that may be impacted to indicate whether or not they approve the alteraon; and
(b) the alteraon is approved by a majority of those Parcipants who have given such an indicaon.

13.5 Alteraons to a Performance Condion

The Commiee may amend any Performance Condion without prior shareholder approval if:

(a) an event has occurred which causes the Commiee reasonably to consider that it would be appropriate to amend the Performance Condion;
(b) the altered Performance Condion will, in the reasonable opinion of the Commiee, be not materially less or more difficult to sasfy than the unaltered Performance Condion would have been but for the event in queson; and
(c) the Commiee shall act fairly and reasonably in making the alteraon. 14.

MISCELLANEOUS

14.1 Employment

(a) The rights and obligaons of any individual under the terms of their office or employment with any Group Member shall not be affected by their parcipaon in the Plan or any right which they may have to parcipate in it.
(b) An individual who parcipates in the Plan waives any and all rights to compensaon or damages in consequence of the terminaon of their office or employment for any reason whatsoever (and regardless of whether such terminaon is lawful or unlawful) insofar as those rights arise or may arise from them ceasing to have rights under an Award as a result of such terminaon.
(c) Parcipaon in the Plan shall not confer a right to connued employment upon any individual who parcipates in it.

(d) The grant of any Award does not imply that any further Award will be granted nor that a Parcipant has any right to receive any further Award.

14.2 Employee Benefit Trust

At any me during the life of the Plan, the Commiee may establish and operate an employee benefit trust in conjuncon with the Plan and the Commiee may alter the Plan or the terms of any Award to effect the operaon of the employee benefit trust in accordance with Rule 13 (Alteraons).

14.3 Disputes

(a) In the event of any dispute or disagreement as to the interpretaon of the Plan, or as to any queson or right arising from or relang to the Plan, the decision of the Commiee shall be final and binding upon all persons.
(b) The exercise of any power or discreon by the Commiee shall not be open to queson by any person and a Parcipant or former Parcipant shall have no rights in relaon to the exercise of or omission to exercise any such power or discreon.

14.4 Share rights

(a) All Shares alloed under the Plan shall rank equally in all respects with Shares then in issue except for any rights aaching to such Shares by reference to a record date before the date of the allotment.
(b) Where Vested Shares are transferred to Parcipants, Parcipants will be entled to all rights aaching to such Shares by reference to a record date on or aer the date of such transfer or release of such restricons.

14.5 Noces

(a) Any noce or other communicaon under or in connecon with the Plan may be given in such manner as the Commiee consider to be appropriate, which may include communicaon by email or intranet or by personal delivery or by sending the same by post, in the case of a company to its registered office, and in the case of an individual to their last known address, or, where they are a director or employee of a Group Member, either to their last known address or to the address of the place of business at which they perform the whole or substanally the whole of the dues of their office or employment.
(b) Where any such noce or other communicaon is given by a Parcipant to the Company, it shall be effecve only on receipt by the Company.

14.6 Third pares

No third party has any rights whether under the Contracts (Rights of Third Pares) Act 1999 or any equivalent in any applicable jurisdicon to enforce any term of the Plan.

14.7 Benefits not pensionable

Benefits provided under the Plan shall not be pensionable.

14.8 Compliance with share dealing requirements

Parcipants shall comply with their obligaons under all applicable laws and regulaons relang to dealing in Shares and any relevant share dealing code of the Company.

14.9 Data protecon

(a) If a Parcipant is employed outside the European Economic Area and consent is needed for the collecon, processing or transfer of their personal data under applicable local law, by parcipang in the Plan, the Parcipant gives their consent for the purposes of the Plan.
(b) For the purposes of compliance with the General Data Protecon Regulaon (EU) 2016/679, the Company will separately provide a Parcipant with informaon on the collecon, processing and transfer of their personal data, including the grounds for processing.

14.10 Governing law

The Plan and all Awards shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales have exclusive jurisdicon to hear any dispute.

AI Terminal

Allegro.eu S.A.

5494_rns_2025-05-21_fc8d48ad-fd2d-4ab5-acd4-4025e89b3073.pdf