Allegro.eu S.A. — Capital/Financing Update 2020

Oct 15, 2020

14 October 2020

Current report No. 10/2020

Title: Information on the refinancing of Group

The Board of Directors of Allegro.eu (the "Company")hereby informs that today it completed the refinancing of its existingborrowings with funds drawn from new borrowing facilities together withpart of the proceeds from primary share issuance made in connection withits initial public offering as fully described below:

I) Following a Board of Directors decision torefinance the Company and its subsidiaries (the "Group") on the termsavailable accepted on 11 September 2020 and confirmed on 28 September2020, on 29 September 2020 an agreement was signed between Adinan MidcoS.à r.l. (the "Credit Facility Borrower") and the following lenders(jointly, the "Lenders"): Bank Handlowy w Warszawie S.A., Bank ofAmerica Merrill Lynch International Designated Activity Company, BankPolska Kasa Opieki S. A., Barclays Bank PLC, Credit Agricole Corporateand Investment Bank, Credit Agricole Bank Polska S.A., Erste Group BankAG, Goldman Sachs Bank USA, Industrial and Commercial Bank Of China(Europe) S.A. oddział w Polsce, Morgan Stanley Bank InternationalLimited, Morgan Stanley Senior Funding, Inc., Kasa Oszczędności BankPolski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny ZakładUbezpieczeń Na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty AktywówNiepublicznych BIS 1, Raiffeisen Bank International AG and SantanderBank Polska S.A (the "New Facilities Agreement") resulting incommitments for (i) a PLN 5,500.0 million senior secured term loanfacility (the "New Senior Facility") and (ii) a PLN 500.0 million(equivalent) multi-currency revolving credit facility ("New RCF" andtogether with the New Senior Facility, the "New Facilities").

The final maturity date for the New Senior Facilityis October 2025 and the final maturity date for the New RCF is October2025 (subject to two 12 month extensions at the request of the Companyor Credit Facility Borrower and with the consent of the relevant New RCFLender(s)). There are no repayments due on the New Senior Facility priorto the final due date on 14 October 2025.

The New Facilities will initially bear interest at arate per annum equal to WIBOR (or EURIBOR or LIBOR, as applicable at theCredit Facility Borrower's option) (in each case subject to a zerofloor) and an initial margin of: (i) in relation to New Senior Facility,of 2.25% per annum and (ii) in relation to the New RCF, of 1.80% perannum.

The New Facilities under the New Facilities Agreementshall be secured by a security package established in favor of theLenders, consisting of (i) a Luxembourg law governed share pledge overthe shares in the Credit Facility Borrower, (ii) a Polish law civil andregistered share pledge over the shares in the Company's indirectsubsidiaries: Allegro.pl sp. z o.o. ("Allegro.pl") and Ceneo.pl sp. zo.o. ("Ceneo.pl"), (iii) a Polish law registered pledge to be granted byAllegro.pl and Ceneo.pl over key trademarks owned by Allegro.pl orCeneo.pl, together with a Polish law power of attorney in respect of theAllegro.pl and Ceneo.pl key web domains and (iv) a Polish law submissionto enforcement by each of Allegro.pl, Ceneo.pl and the Credit FacilityBorrower.

II) As a result of the decision to refinance thesenior term and revolving facilities agreement as well as the secondlien facility agreement (together the "Original Facilities") eachoriginally dated 20 December 2016, the Group expects to recognize anon-cash charge to financial expenses in its financial statements forthe third quarter of 2020 in the amount of approximately PLN 144.2million. This amount reflects the unamortized value of origination costsand related expenses, incurred at origination of the Original Facilitiesin 2017 and as a result of their upsize in 2019, which will no longer beamortized over the full term of the Original Facilities. In addition,the early repayment of the Second Lien Facility triggers a liability topay PLN 26.0 million in early payment fees which is also expected to beaccrued to financial expenses in the third quarter of 2020.

III) On 14 October 2020 the Credit Facility Borrowercompleted its refinancing transaction ("Refinancing Transaction") bydrawing the full amount of borrowings under the New Senior Facility,receiving a net amount of PLN 5,440.0 million after deduction of PLN60.0 million arrangement fees and expenses, and, together with theCompany utilising its net proceeds from the initial public offering ofthe Company's shares of PLN 900.5 million PLN, applied the availablefunds to the repayment and discharge in full of all indebtednessoutstanding under Original Facilities in the amount of PLN 6,151.7million.

IV) As a result of the Group completing theRefinancing Transaction, the balance of outstanding bank borrowings fellby PLN 651.7 million from PLN 6,151.7 million to PLN 5,500 million.

Allegro.eu is a Luxembourg public limited liabilitycompany (société anonyme), registered office: 1, rue Hildegard vonBingen, L - 1282 Luxembourg, Grand Duchy of Luxembourg, R.C.S.Luxembourg: B214830.

Legal basis: art. 17 MAR