Allegro.eu S.A.

Declaration of Voting Results & Voting Rights Announcements • May 12, 2023

Allegro.eu

Société anonyme

Registered office: at 1, rue Hildegard von Bingen, L-1282 Luxembourg

Grand Duchy of Luxembourg

R.C.S. Luxembourg: B214.830

(the "Company")

VOTING RESULTS OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY HELD ON 12 MAY 2023

AGENDA ITEM	VOTING RESULT
1. Presentation of a report (the "Authorised Capital Report") issued by the board of directors (the "Board of Directors") of the Company (as required by article 420-26 (5) of the Luxembourg law on commercial companies dated 10 August 1915, as amended (the "1915 Law")) in relation to (i) the introduction of a new authorised capital clause in the Company's articles of association (the "Articles") to replace the existing one as well as the authority given to the Board of Directors to limit or cancel the shareholders' preferential subscription rights.	No resolution was required on this item
2. To renew the duration of the existing authorised share capital clause for another 5 years period and to amend article 5.2 of the Articles (Authorised Capital) as follows:	First Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital:

"5.2 Authorised Capital
5.2.1 The authorised, but unissued and
unsubscribed share capital of the
Company (the "Authorised Capital") is
ten million six hundred and eighty
thousand nine hundred and fifty-one
Polish Zloty and forty-seven Polish
grosz (PLN 10,680,951.47).
5.2.2 The Board of Directors is
authorised to realise any increase of the
share capital of the Company with or
without the issuance of new Shares
("Board Issued Shares") or to issue
convertible bonds, convertible preferred
equity certificates, warrants, options,
restricted stock units, performance stock
units or other convertible instruments,
exchangeable or exercisable into new
Shares ("Convertible Instruments") and
to issue new Shares further to the
conversion or exercise of the
Convertible Instruments up to the limit
of the Authorised Capital from time to
time subject as follows:
a) the above authorisation will
expire five years after 12 May 2023
provided that a further period or periods
of authorisation following that period
may be approved by Shareholders'
Resolution to the extent permitted by the
1915 Law;
b) 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.

734,263,266 (69.48% of the total voting share capital)

Number of votes cast in favour: 638,713,175

Number of votes cast against: 95,550,091

Number of abstentions: 4,674,019

The resolution is adopted.

5.2.3 The Board of Directors is authorised to:

a) do all things necessary or desirable to amend this Article 5 in order to reflect and record any change of issued share capital made pursuant to Article 5.2.2;

b) take or authorise any actions necessary or desirable for the execution and/or publication of such amendment in accordance with Luxembourg Law;

c) delegate to any Director or officer of the Company, or to any other person, the duties of accepting subscriptions and receiving payments for any Board Issued Shares and/or Convertible Instruments and enacting any issue of Board Issued Shares before a notary.

5.2.4 The Board of Directors is also authorised to proceed, within the context of an incentive plan approved by the Shareholders for the benefit of the employees of the Company or certain categories of them, to a free allocation of existing Shares or to issue new shares, fully paid up by available reserves of the Company (the "Free Shares"). The issue of Free Shares must be carried out subject to the limits set by Articles 5.2.1 and 5.2.2 and shall entail, for the benefit of the beneficiaries of the Free Shares, an automatic waiver by the existing Shareholders of their preferential right subscription. The terms and conditions of the allocation of Free Shares which may include a set allocation period and a minimum period of obligation to retain shares by the beneficiaries will be set by the Board of Directors or a duly authorised committee thereof. Free Shares can be allocated under the following conditions:

a) for the benefit of employees of companies or economic interest groups of which at least 10% of the capital or

voting rights are held, directly or indirectly, by the Company; b) for the benefit of the employees of companies or economic interest groups holding, directly or indirectly, at least 10% of the capital or voting rights of the Company; c) for the benefit of the employees of companies or economic interest groups of which at least 50% of the capital or voting rights are held, directly or indirectly, by a company which itself holds, directly or indirectly, at least 50% of the Company's capital; or d) for the benefit of the corporate officers of the Company or of the companies or economic interest groups referred to above, or of certain categories of them.
For the purposes of the allocation of Free Shares, the Board of Directors may use existing Shares held by any company, trust or economic interest group controlled by the Company."
3. To fully amend and restate article 9.15 of the Articles (the Directors) as follows: " 9.15 In the event that a Director appointed by a Shareholders' Meeting ceases to be a Director for any reason, the remaining Directors may fill the vacancy on a provisional basis provided that after such appointment articles 9.1, 9.3 and 9.9 shall be complied with; a Director so appointed will hold office only until the conclusion of the next Shareholders' Meeting, unless his appointment is confirmed by the Shareholders at that Shareholders' Meeting. Directors so appointed will have the same powers as other Directors appointed by the Shareholders' Meeting. The Board of Directors shall then convene a Shareholders' Meeting as	Second Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 738,937,285 (69.92% of the total voting share capital) Number of votes cast in favour: 738,930,210 Number of votes cast against: 7,075 Number of abstentions: 0 The resolution is adopted.

	soon as practicable to resolve on the confirmation of such appointment."
4.	To amend the first paragraph of article	Third Resolution:
	15 (reserved matters) of the Articles, to fully amend and restate article 15.1.1 (strategic issues), to delete article 15.1.4, to amend article 15.2.2 (structure and capital), to amend article 15.3.1 (financing and reporting & controls), to	Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 738,937,285 (69.92% of the total voting share capital)
	amend article 15.9.2 (other) and to add a new article 15.10 as follows:	Number of votes cast in favour: 734,263,266
	 "15. RESERVED MATTERS In accordance with the Internal Rules,	Number of votes cast against: 4,674,019
	the following matters require the prior	Number of abstentions: 0
	consent and/or approval of the Board of Directors before they can be undertaken	The resolution is adopted.
	by any member of the Group, it being understood that transactions implemented between one or more
	members of the Group shall not be considered as reserved matters:"
	 "15.1 Strategic issues
	15.1.1 Approving a strategic plan and
	objectives for the Group, including those
	of each material Group Company (being
	a Group Company which contributes to
	10 per cent. or more of the Group's
	consolidated revenue or consolidated
	adjusted EBITDA and / or 10 per cent. of
	the Group's consolidated assets and / or
	a company otherwise identified by the
	Board as a material Group Company
	(each a "Material Group Company"))."
	 "15.2 Structure and capital
	15.2.2 Approving any material changes
	to the Group's corporate structure
	(including, but not limited to,
	acquisitions of shares with a value in excess of PLN 100 million and disposals
	of shares with a book value in excess of

PLN 10 million (taking into account
initial and deferred consideration))."
 "15.3 Financial reporting &
controls
15.3.1 Approving the Company's annual
accounts and reports, the compliance
statement in connection with the code of
best practice for WSE listed companies
and the half-yearly financial
statements."
 "15.9 other
15.9.2 Approving the entry into of any
transaction by a Material Group
Company with a member of the Board or
members of the board of any Material
Group Company, excluding for the
avoidance of doubts trading on any e
commerce platform operated by the
Group and settlement of expenses or
costs incurred by such member of the
Board or of the board of any Material
Group."
 "15.10 The Board of Directors may
also resolve from time to time to update
the thresholds in PLN contained in the
current Articles in order to reflect the
inflation at the relevant time. For this
purpose, the Board of Directors shall
retain an objective index and shall
update the relevant thresholds and publish them on the Company's website."
5. To delete the current article 16.4.2, to	Fourth Resolution:
amend article 16.4.3 of the Articles	Total number of shares for which votes have
(Shareholders' Meeting - Convening of	been validly cast and corresponding proportion
Shareholders' Meetings) and renumber it	of the voting share capital: 734,263,266
and to amend article 16.10	(69.48% of the total voting share capital)
(Shareholders' Meetings – Adjournment
and postponement of general meetings	Number of votes cast in favour: 734,263,266
of Shareholders) as follows:
 "16.4 Convening of	Number of votes cast against: 0
Shareholders' Meeting

16.4.2 Meetings shall be convened so	Number of abstentions: 4,674,019
that it is held within a period of one
month if Shareholders representing at	The resolution is adopted.
least ten per cent (10%) of the
Company's issued share capital require
so in writing with an indication of the
agenda. If, following such request made
by such Shareholders, the Shareholders'
Meeting is not held within the prescribed
period, the Shareholders' Meeting may
be convened by an agent, appointed by
the judge presiding the chamber of the
Tribunal d'Arrondissement dealing with
commercial matters and sitting as in
urgency matters on the application of
one or more Shareholders who together
hold the aforementioned proportion of
the share capital.
 "16.10 Adjournment and
postponement of general meetings of
Shareholders
The Board of Directors is entitled to
adjourn a meeting, while in session, to
four (4) weeks. It must do so at the
request of Shareholders representing at
least one-tenth of the capital of the
Company. Any such adjournment, which
shall also apply to Shareholders'
Meetings called for the purpose of
amending the Articles, shall cancel any
resolution passed. The second meeting
shall be entitled to pass final resolutions
provided that, in cases of amendments to
the Articles, the conditions as to quorum
set forth in article 450-3 of the 1915 Law
are fulfilled."