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Allegro.eu S.A. Interim / Quarterly Report 2020

Nov 26, 2020

5494_rns_2020-11-26_85f0f5f1-beb8-4ebb-aced-0f16c9d32edf.pdf

Interim / Quarterly Report

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QUARTERLY REPORT OF ALLEGRO.EU GROUP

for the three and nine month periods ended 30 September 2020

TABLE OF CONTENTS

GENERAL INFORMATION 9
1. Introduction 10
2. Forward-looking statements 11
3. Presentation of fnancial information 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULT OF OPERATIONS
17
1. Selected consolidated fnancial and operational highlights 18
2. Review of Allegro.eu Group fnancial and operational performance in Q3 2020 20
3. Comparison of the Nine Months Ended 30 September 2019
and the Nine Months Ended 30 September 2020
32
4. Key factors that may infuence the Group's results of operations and main market trends 43
5. Targets and expectations for the Group in FY 2020 44
6. Shareholders of Allegro.eu 45

FINANCIAL STATEMENTS 47
Responsibility statement 48
Report on Review of Interim Condensed Consolidated Financial Statements 50
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 53
Interim Condensed Consolidated Statement of comprehensive income 54
Interim Condensed Consolidated Statement of fnancial position 56
Interim Condensed Consolidated Statement of changes in equity 59
Interim Condensed Consolidated Statement of cash fows 60
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 63
1. General information 64
2. Basis of preparation 65
3. Group structure 66
4. Business combinations 68
5. Signifcant changes in the current reporting period 70
6. Information on material accounting estimates 74
7. Summary of changes in signifcant accounting policies 78
NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
79
8. Segment information 80
9. Revenues from contracts with customers 86
10. Financial income and fnancial costs 90
11. Income tax expense 92
12. Earnings per share 93
NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT
OF FINANCIAL POSITION 95
13. Trade and other receivables 96
14. Cash and cash equivalents 97
15. Borrowings 98
16. Other fnancial liabilities 99
17. Deferred tax 100
18. Liabilities to employees 102
19. Trade and other liabilities 103
20. Financial assets and fnancial liabilities 104
21. Note to the statement of changes in equity 106
22. Related party transactions 111
23. Events occurring after the reporting period 114

Allegro is the go-to commerce platform for Polish consumers and has delivered strong revenue growth, proftability and cash fow at scale.

As the most recognized e-commerce brand and the largest non-food retailer by GMV in Poland, Allegro.pl is also one of the world's top ten e-commerce websites and among the top 100 websites in the world by visits per month.

The Allegro.pl marketplace platform facilitates the sale of new products primarily on behalf of merchants through a business-to-customer model and attracts visits from an average of 20 million internet users per month, which is equivalent to 63% of Polish residents ages 16 and above and 76% of all internet users in Poland.

Merchants on the Group's e-commerce marketplace sell across a variety of categories covering electronics, home and garden; sports and leisure; kids; automotive; fashion and shoes; health and beauty; books, media, collectibles and art; and supermarket.

Apart of Allegro.pl the Group operates other leading Polish websites: ceneo.pl – price comparison platform and eBilet. pl – online ticket sales. The Group targets the retail market in Poland, which had an estimated size of PLN 621 billion (USD 165 billion) in 2019 is forecasted to grow to PLN 724 billion (USD 193 billion) by 2024.

B2C e-commerce leader

GMV more than 12 times higher than closest online competitor in Poland in 2019

One of the world's top ten ecommerce websites

(according to Similarweb)

Trusted E-shopping destination

Approx. 2x more users start their product search on Allegro than on Google

Highly rated internet brand

Approx. 380m monthly visits in 2020

Largest Non-food retailer

Market share approx. 2x the size of the 2nd largest non-grocery retailer

Leading pricecomparison site

600m visits in 2019 from an average of 21m monthly users

GENERAL INFORMATION

1. Introduction

This is the Report of Allegro.eu S.A. (the "Company"), a public limited liability company (société anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered ofce at 1, rue Hildegard von Bingen, L – 1282 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B214830. This Report summarizes consolidated fnancial and operating data of Allegro.eu and its subsidiaries.

Allegro.eu is a holding company (together with all of its subsidiaries, the "Group"). The Group operates the leading online marketplace in Poland, Allegro. pl, and the leading price comparison platform in Poland, Ceneo.pl. Allegro. pl and Ceneo.pl are the Group's key operating companies and are both entities incorporated under the laws of Poland. The Group also operates eBilet.pl, which is the leading event ticket sales site in Poland.

The shares of the Company have been traded on the Warsaw Stock Exchange since 12 October 2020.

At the date of the Report, 31.39% of the outstanding shares are controlled by shareholders Cidinan S.à r.l, representing the interests of Cinven & Co-Investors, 31.39% by Permira VI Investment Platform Limited, representing the interests of Permira & Co-Investors, and 6.98% by Mepinan S.à r.l., representing the interests of Mid Europa Partners Funds. The remaining 30.24% is owned by other shareholders. The number of shares held by each investor is equal to the number of votes, as there are no privileged shares issued by the Company.

2. Forward-looking statements

This Report includes forward-looking statements, which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or that include the words "targets", "guidance", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could", or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the Group's actual results, its fnancial situation and results of operations or prospects of the Group to materially difer from any of those expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which it currently operates and will operate in the future. Among the important factors that could cause the Group's actual results, fnancial situation, results of operations or prospects to difer from those expressed in such forward-looking statements are those factors discussed in the "Management's Discussion and Analysis of Financial Condition and Result of Operations" section and elsewhere in this Report. These forward-looking statements speak only as of the date of this Report. The Group has no obligation and has made no undertaking to disseminate any updates of or revisions to any forward-looking statements contained in this Report, unless it is required to do so under applicable laws or the WSE Rules.

Investors should be aware that several important factors and risks may cause the actual results of the Group to difer materially from the plans, objectives, expectations, estimates, and intentions expressed in such forward-looking statements.

When relying on forward-looking statements, investors should, in particular, carefully consider the factors discussed in the "Management's Discussion and Analysis of Financial Condition and Result of Operations" and "Risk Factors" sections and elsewhere of the Company's Prospectus dated 22 September 2020, and other uncertainties and events, especially in light of the political, economic, social, and legal environment in which the Group operates.

The Group makes no representation, warranty, or prediction that the factors anticipated in such forward-looking statements will be present, and such forward-looking statements represent, in each case, only one of many possible scenarios, and should not be viewed as the most likely or typical scenario.

The Group has not published and does not intend to publish any proft estimates or forecasts.

ALLEGRO.EU S.A. GROUP QUARTERLY REPORT for the three and nine month periods ended 30 September 2020

3. Presentation of financial information

Unless otherwise stated, the fnancial information in this Report has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. The signifcant IFRS accounting policies applied in the fnancial information of the Group are applied consistently in the fnancial information in this Report.

HISTORICAL FINANCIAL INFORMATION

This Report includes the unaudited consolidated fnancial information of the Group as of 30 September 2020 and for the nine-month periods ended 30 September 2020 and 30 September 2019, which have been derived from the unaudited interim condensed consolidated fnancial statements of the Group as of 30 September 2020 and for the nine-month periods ended 30 September 2020 and 30 September 2019, prepared in accordance with International Accounting Standard ("IAS") 34, "Interim Financial Reporting", the standard of IFRS applicable to the preparation of interim fnancial statements (the "Interim Financial Statements", together with the Annual Financial Statements, the "Financial Statements"), and included elsewhere in this Report. PricewaterhouseCoopers, Société coopérative has reviewed the Interim Financial Statements.

ALTERNATIVE PERFORMANCE MEASURES

The Group has included certain alternative performance measures ("APMs") in this Report, including, among others, Active Buyers, GMV, GMV per Active Buyer, Adjusted EBITDA, Adjusted EBITDA/ net revenue, Adjusted EBITDA/GMV, total capital expenditure, capitalized development costs, other capital expenditure, net debt, net leverage, and working capital.

ALLIGNMENT WITH LEGAL IN DESCRIPTIONS

"Active Buyers" represents, as of the end of a period, each unique email address connected with a buyer that has made a purchase on Allegro.pl or Allegrolokalnie.pl (excluding eBilet.pl) in the preceding twelve months;

"Adjusted EBITDA" means operating proft before depreciation and amortization further adjusted to exclude transaction costs, monitoring costs, market strategy preparation costs, employee restructuring costs, regulatory proceeding costs, group restructuring costs, donations to various public beneft organizations, certain bonuses for employees, the Management Incentive Plan, and funds spent on sanitary protection of employees, and the incentive programs for employees;

"Adjusted EBITDA/GMV" means Adjusted EBITDA divided by GMV;

"Adjusted EBITDA/net revenue" means Adjusted EBITDA divided by net revenue;

"Adjusted net proft" means net proft (loss) adjusted for the same one-of items as those described for Adjusted EBITDA above, net of the tax impact, and further adjusted for any one-of fnancial expenses, such as early repayment fees and deferred amortized costs arising on refnancing arrangements, net of their tax implications;

"capitalized development costs" means the costs that are capitalized and have been incurred in relation to the production of software containing new or signifcantly improved functionalities by the technology department and incurred before the software is launched commercially or the technology is applied on a serial basis;

"GMV" means gross merchandise value, which represents the total gross value of goods and tickets sold on the platforms Allegro. pl, Allegrolokalnie.pl, and eBilet.pl (including value added taxes);

"GMV per Active Buyer" represents GMV for the twelve months preceding the end of a period (excluding eBilet's tickets sales) divided by the number of Active Buyers at the end of such period;

"net debt" means the sum of borrowings and lease liabilities minus cash and cash equivalents;

"net leverage" means net debt divided by Adjusted EBITDA for the preceding twelve months;

"other capital expenditure" means the costs related to building the relevant capacity of data centers, equipping employees with appropriate equipment (i.e., workstations), ofce equipment (e.g., ft-out and IT devices) and copyrights;

"Take Rate" represents the ratio of marketplace revenue divided by GMV after deducting the GMV generated by 1P retail sales (grossed up for VAT);

"total capital expenditure" means cash outfows in respect of property, plant, and equipment and intangible assets, and comprises capitalized development costs and other capital expenditure; and

"working capital" means the sum of the changes in inventory, trade and other receivables, trade and other liabilities and the liabilities to employees during the period.

The Group presents the APMs because the Group's management believes that they assist investors and analysts in comparing the Group's performance and liquidity across reporting periods. The Group presents GMV as a measure of the total value of goods sold over a certain period, which allows for growth to be compared over diferent periods, including weekly, monthly, quarterly, and annually. The Group considers Adjusted EBITDA to be a useful metric for evaluating the Group's performance as they facilitate comparisons of the Group's core operating results from period to period by removing the impact of, among other things, its capital structure, asset base, tax consequences and specifc non-recurring costs. The Group uses Adjusted EBITDA for the purposes of calculating Adjusted EBITDA/net revenue and Adjusted EBITDA/GMV. The Group presents total capital expenditure split between capitalized development costs and other capital expenditure in order to show the amount of expenditures, including, among other things, staf costs and costs of contractors and third party service providers, incurred in relation to the production of new or improved software before it is put to use on Allegro.pl, Ceneo.pl. eBilet. pl, and Allegro Lokalnie Platform. The Group believes this split is important for investors to understand its amortization of intangible assets. The Group presents net debt and net leverage because the Group believes these measures provide indicators of the overall strength of its balance sheet and can be used to assess, respectively, the impact of the Group's cash position and its earnings as compared to its indebtedness. The Group monitors working capital to evaluate how efcient it is at managing its cash provided by operating activities.

The APMs are not accounting measures within the scope of IFRS and may not be permitted to appear on the face of primary fnancial statements or footnotes thereto. These APMs may not be comparable to similarly titled measures of other companies. Neither the assumptions underlying the APMs have been audited in accordance with IFRS or any generally accepted accounting standards. In evaluating the APMs, investors should carefully consider the Interim Financial Statements included in this Report.

The APMs have limitations as analytical tools. For example, Adjusted EBITDA and related ratios do not refect: the Group's cash expenditures, or future requirements, for capital expenditures or contractual commitments; changes in, or cash requirements for, the Group's working capital needs; interest expense, income taxes or the cash requirements necessary to service interest or principal payments, on the Group's debt; or the impact of certain cash charges resulting from matters that the Group does not consider to be indicative of its ongoing operations.

In evaluating Adjusted EBITDA, investors are encouraged to evaluate each adjustment and the reasons the Group considers it appropriate as a method of supplemental analysis. In addition, investors should be aware that the Group may incur expenses similar to the adjustments in this presentation in the future and that certain of these items could be considered recurring in nature. The Group's presentation of Adjusted EBITDA should not be construed as an inference that the Group's future results will be unaffected by unusual or non-recurring items. Adjusted EBITDA has been included in this Report because it is a measure that the Group's management uses to assess the Group's operating performance.

The defnition of Adjusted EBITDA has been amended to refect the nature of the one-of costs occurred since the last publication of the APM.

Investors are encouraged to evaluate any adjustments to IFRS measures and the reasons the Group considers them appropriate for supplemental analysis. Because of these limitations, as well as further limitations discussed above, the APMs presented should not be considered in isolation or as a substitute for performance measures calculated in accordance with IFRS.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

ALLEGRO.EU S.A. GROUP QUARTERLY REPORT for the three and nine month periods ended 30 September 2020

1. Selected consolidated financial and operational highlights

YTD Q3
2020
YTD Q3
2019
Change
%
Q3
2020
Q3
2019
Change
%
Income Statement, PLN m
(Unaudited)
Net revenue 2,698.8 1,786.7 51.1% 928.7 620.2 49.7%
EBITDA 1,073.3 944.8 13.6% 284.7 319.8 (11.0)%
Adjusted EBITDA 1,216.5 953.8 27.5% 408.5 322.4 26.7%
EBIT 728.1 618.8 17.7% 167.8 210.6 (20.3)%
Proft/(Loss) before Income tax 292.0 346.7 (15.8)% (84.7) 100.4 (184.4)%
Net Proft/(Loss) 158.0 269.1 (41.3)% (131.7) 73.4 (279.4)%
Adjusted Net Proft 454.1 277.3 63.8% 147.4 75.7 94.6%
YTD Q3
2020
YTD Q3
2019
Change
%
Q3
2020
Q3
2019
Change
%
KPIs
(Unaudited)
Active Buyers (millions) 12.6 11.1 12.9% 12.6 11.1 12.9%
GMV per Active Buyer (PLN) 2,463.8 1,915.6 28.6% 2,463.8 1,915.6 28.6%
GMV (PLN in millions) 24,259.7 15,912.9 52.5% 8,253.1 5,551.3 48.7%
Take Rate (%) 9.19% 9.32% (1.3)% 9.40% 9.29% 1.1%

YTD Q3
2020
YTD Q3
2019
Change
%
Q3
2020
Q3
2019
Change
%
Cash Flow, PLN m
(Unaudited)
Net cash infow/(outfow) from
operating activities
1,165.0 902.1 29.1% 497.5 290.8 71.1%
Net cash infow/(outfow) from
investing activities
(170.3) (166.9) (2.1)% (46.0) (35.5) 29.6%
Net cash infow/(outfow) from
fnancing activities
(673.4) (1,321.3) (49.0)% (301.1) (261.4) 15.2%
Net increase/(decrease) in cash
and cash equivalents
321.3 (586.2) (154.8)% 150.4 (6.1) (2,547.8)%
30.09.2020 31.12.2019 Change %
Balance Sheet, PLN m
(Unaudited)
Assets 14,516.1 14,278.0 1.7%
Equity 6,806.9 6,683.6 1.8%
Net Debt 5,515.3 6,018.6 (8.4)%

ALLEGRO.EU S.A. GROUP QUARTERLY REPORT for the three and nine month periods ended 30 September 2020

2. Review of Allegro. eu Group financial and operational performance in Q3 2020

KEY PERFORMANCE INDICATORS

The following KPIs are measures used by the Group's management to monitor and manage operational risk and fnancial performance.

KPIs, (Unaudited) YTD Q3
2020
YTD Q3
2019
Change
%
Q3
2020
Q3
2019
Change
%
Active Buyers (millions) 12.6 11.1 12.9% 12.6 11.1 12.9%
GMV per Active Buyer (PLN) 2,463.8 1,915.6 28.6% 2,463.8 1,915.6 28.6%
GMV (PLN in millions) 24,259.7 15,912.9 52.5% 8,253.1 5,551.3 48.7%
Take Rate (%) 9.19% 9.32% (1.3)% 9.40% 9.29% 1.1%
Adjusted EBITDA (PLN in millions) 1,216.5 953.8 27.5% 408.5 322.4 26.7%
Adjusted EBITDA/net revenue (%) 45.1% 53.4% (15.6)% 44.0% 52.0% (15.4)%
Adjusted EBITDA/GMV (%) 5.01% 5.99% (16.3)% 4.95% 5.81% (14.8)%

.

GMV AND ACTIVE BUYERS

In Q3 2020 GMV reached PLN 8,253.1 million, +48.7% YoY and down by 12.5% on Q2 2020. Following the end of most lockdown restrictions related to the Covid-19 pandemic in May 2020, the Group continued to see increased demand from buyers for its marketplace services. GMV per Active Buyer on a last twelve month basis grew by 7.4% in Q3 to PLN 2,464, versus Q2, bringing the increase over the past 12 months to 28.6%. Growth in Active Buyers also remained strong post lockdown with 0.3 million added in Q3 to reach 12.6 million LTM Active Buyers at 30 September 2020 and for a total YoY increase of 12.9%. The combination of growth in Active Buyers and GMV per Active Buyer produced a 45.3% increase in LTM GMV to PLN 30,968 million (Allegro only and excluding eBilet GMV).

The YoY GMV performance for Q3 was held back by 1.8 ppts of growth due to a decrease in ticket sales at eBilet due to lockdown restrictions on events attendance that continued throughout the third quarter, similarly reducing the demand for tickets.

GMV growth in Q3 2020 was strongly supported by growth in SMART! subscriptions, with many buyers who had benefted from a free SMART! subscriptions ofered by the Group during the Q2 lockdown deciding to purchase a subscription during Q3. Buyers holding SMART! subscriptions tend to spend more than non-subscribers due to the beneft of free delivery. Nonetheless, the YoY increase in GMV per Active Buyer has been broad based, as the YoY growth was 5.5pp and 5.1pp stronger for SMART! and Non-SMART! Buyers respectively, in comparison to YoY growth as of Q1 2020.

ADJUSTED EBITDA

The Group's Adjusted EBITDA grew by 27.5% YoY for the nine months ended 30 September 2020 and by 26.7% for Q3 2020. Adjusted EBITDA growth in Q3 of 26.7% was close to the level of 28.0% recorded in the frst half of 2020 as continued high demand following the end of the Q2 Covid-19 lockdown restricted the QoQ decrease in GMV by 12.5 % or PLN 1,184 million. Stabilization of take-rates following the introduction of price changes that had been delayed during the lockdown ofset lower operating leverage on lower GMV and higher net costs of delivery from a larger base of SMART! customers to improve Adjusted EBITDA/GMV by 0.16 pp versus Q2 2020 and reach 4.95% in Q3. Almost all costs of Allegro. eu's IPO and refnancing were recognised in Q3 and were included in EBITDA adjustments.

The following table presents a reconciliation between Reported and Adjusted EBITDA for the periods under review:

Reconciliation
of Adjusted EBITDA, PLN m
(Unaudited)
YTD Q3
2020
YTD Q3
2019
Change
%
Q3
2020
Q3
2019
Change
%
EBITDA 1,073.3 944.8 13.6% 284.7 319.8 (11,0)%
Monitoring costs (1) 2.8 2.8 0.5% 1.1 1.0 8.3%
Regulatory proceeding costs (2) 2.6 1.0 174.7% 0.7 0.5 28.4%
Group restructuring costs (3) 2.8 0.6 343.7% 0.1 0.0 214.0%
Donations to various public beneft
organisations (4)
4.5 n/a 0.8 n/a
Bonus for employees and funds spent
on sanitary protection of employees (5)
2.9 n/a 0.4 n/a
Allegro Incentive Plan (6) 14.6 n/a 14.6 n/a
Management Incentive Plan (7) 52.2 3.2 1,513.1% 45.3 1.1 4,062.9%
Transaction costs (8) 60.8 1.4 4,348.3% 60.8 n/a
Adjusted EBITDA 1,216.5 953.8 27.5% 408.5 322.4 26.7%
  • [1] Represents expenses incurred in relation to performance of advisory services by the shareholders of the Group, including travel expenses and expenses for services provided for projects outside the scope of supervisory responsibilities.
  • [2] Represents legal costs mainly related to regulatory proceeding the Polish competition authority, the OCCP, conducted an inspection at Allegro's ofces in June 2017 related to antitrust proceedings against Allegro.pl concerning the alleged abuse of a dominant position by Allegro.pl on the Polish market for online B2C intermediary sales services and other proceedings.
  • [3] Represents legal and fnancial due diligence expenses with respect to not concluded acquisitions of target companies along with other legal expenses connected with group reorganisation.
  • [4] Represents donations made by the Group to support several public organizations during the COVID-19 pandemic.
  • [5] Represents expenses incurred by the Group to buy employees' sanitary protections and to pay employees' bonuses for the purchase of equipment necessary to enable them to work remotely during the COVID-19 pandemic.
  • [6] Represents the part of a one-of grant to employees of shares awarded at the Group's IPO accrued between the date of announcement and 30 September 2020. The remainder of the total cost of PLN 25.4 million was recognized between 1 October and the date of the IPO on 12 October.
  • [7] Cost of share based compensation related to incentive elements of The Management Incentive ("Investment Opportunities") in which management participated indirectly through investing in shares in the Adiman SCSP Trust and directly via type C and D shares issued by Allegro.eu. This Management Incentive Plan ("MIP") ceased to exist at its full settlement at the moment at the Group's IPO. The increase in share based compensation expense recognized in the third quarter of 2020 is the result of new investments in the MIP being made with the assistance of non-recourse loans.
  • [8] Represents costs of advisory and consultancy incurred during the process of preparation for the IPO in 2020 (PLN 60.4 million) and costs related to the acquisition of eBilet in 2019 (PLN 1.4 million) and the further acquisition of a 20% minority interest in the third quarter of 2020 (PLN 0.4 million).

ADJUSTED NET PROFIT

The Group's Adjusted Net Proft grew 65.3% yearover-year for the nine months ended 30 September 2020 and 98.2% for Q3 2020 as a result of the same factors driving Adjusted EBITDA growth discussed above. Almost all costs of Allegro. eu's IPO and refnancing were recognised in Q3.

The following table presents a reconciliation between reported and adjusted net proft for the periods under review.

PLN m, (Unaudited) YTD Q3
2020
YTD Q3
2019
Q3
2020
Q3
2019
Net proft/(loss) 158.0 269.1 (131.7) 73.4
EBITDA adjustments 143.2 9.0 123.8 2.6
Net fnancial result adjustment, comprising of: 158.6 158.6
Early repayment fee (1) 25.9 25.9
Deferred amortised costs (2) 132.7 132.7
Tax impact of adjustments (5.7) (0.8) (3.4) (0.3)
Adjusted net proft 454.1 277.3 147.4 75.7

[1] Represents early repayment charges of the Second Lien Facility before the due date.

[2] As a result of the Board of Director's decision, taken on 28 September, to refnance its existing borrowing facilities using a new borrowing facility and proceeds of a primary share ofering pursuant to the Group's IPO, the carrying value of the existing borrowing facilities was modifed to refect an earlier expected full repayment date of 14 October 2020. As a result of this decision, the carrying value of the existing borrowing facilities at amortized cost increased by PLN 132.7 million and an equivalent amount of deferred borrowings cost was recognized as a non-cash fnancial expense.

RESULTS OF OPERATIONS

The following table presents the Group's summary consolidated statements of comprehensive income data for the nine months ended 30 September and for the Q3, 2019, and 2020.

Income Statement, PLN m
(Unaudited)
YTD Q3
2020
YTD Q3
2019
Change
%
Q3
2020
Q3
2019
Change
%
Net revenue 2,698.8 1,786.7 51.1% 928.7 620.2 49.7%
Operating expenses (1,625.5) (841.8) 93.1% (644.0) (300.4) 114.4%
Payment charges (110.4) (99.1) 11.4% (36.3) (31.5) 15.0%
Cost of goods sold (120.2) (59.0) 103.7% (37.9) (22.4) 69.1%
Net costs of delivery (420.3) (171.1) 145.6% (174.1) (66.7) 160.8%
Marketing service expenses (395.8) (202.1) 95.8% (122.5) (75.5) 62.3%
Staf costs net (356.9) (212.9) 67.6% (154.0) (71.1) 116.6%
IT service expenses net (42.2) (27.5) 53.7% (15.0) (9.8) 52.5%
Other expenses net (118.8) (68.8) 72.9% (43.4) (23.3) 86.2%
Transaction costs (60.8) (1.4) 4,349.9% (60.8) n/a
Operating proft before
amortisation and depreciation
(EBITDA)
1,073.3 944.8 13.6% 284.7 319.8 (11.0)%
Amortisation and Depreciation (345.2) (326.0) 5.9% (117.0) (109.2) 7.1%
Amortisation (298.1) (284.7) 4.7% (100.7) (95.2) 5.8%
Depreciation (47.1) (41.3) 14.0% (16.3) (14.0) 16.3%
Operating proft 728.1 618.8 17.7% 167.8 210.6 (20.3)%
Net Financial result (436.1) (272.1) 60.3% (252.4) (110.3) 129.0%
Financial income 13.3 8.4 58.6% 0.5 1.2 (61.7)%
Financial costs (449.4) (280.5) 60.2% (252.9) (111.4) 126.9%
Proft/(Loss) before Income tax 292.0 346.7 (15.8)% (84.7) 100.4 (184.4)%
Income tax expenses (134.0) (77.6) 72.8% (47.0) (27.0) 74.1%
Net Proft/(Loss) 158.0 269.1 (41.3)% (131.7) 73.4 (279.4)%
Other comprehensive income/(loss) (85.8) 5.4 (1,677.0)% (19.9) 11.5 (272.6)%
Total comprehensive income/(loss)
for the period
72.2 274.6 (73.7)% (151.6) 84.9 (278.4)%

COMPARISON OF THE Q3 2019 AND Q3 2020

NET REVENUE

Net revenue increased by PLN 308.5 million, or 49.7%, from PLN 620.2 million for Q3 2019 to PLN 928.7 million for Q3 2020. This increase resulted primarily from increases in marketplace revenue, advertising revenue, and retail revenue.

The following table presents a breakdown of net revenue for the periods under review and related growth rates.

Income Statement, PLN m
(Unaudited)
Q3
2020
Q3
2019
Change
%
Marketplace revenue 771.5 513.6 50.2%
Advertising revenue 78.3 48.1 62.7%
Price comparison revenue 37.4 31.8 17.6%
Retail revenue 35.6 20.9 69.9%
Other revenue 5.8 5.7 3.3%
Net revenue 928.7 620.2 49.7%

MARKETPLACE REVENUE

Marketplace revenue increased by PLN 257.9 million, or 50.2%, from PLN 513.6 million for Q3 2019 to PLN 771.5 million for Q3 2020. This increase resulted primarily from 48.7% year-on-year GMV growth that was supported by a 10 basis point increase in the Group's Take Rate. After a lower rate in Q2, take rates stabilized due to the introduction of previously delayed pricing changes and an increased share of fxed and semi-fxed fees in total marketplace revenue. Increased Buyer Engagement sustained post Q2 Covid-19 lockdown and PPC spending maintained a high level of purchases on the Group's e-commerce marketplace throughout Q3. SMART! subscriptions and related buyer spending grew strongly during Q3 as buyers who received SMART! for free during lockdown converted to paid subscribers. As a result of these factors, the number of Active Buyers increased by 12.9% and GMV per Active Buyer increased by 28.6% compared to the twelve months ended 30 September 2019.

ADVERTISING REVENUE

Advertising revenue increased by PLN 30.2 million, or 62.7%, from PLN 48.1 million for Q3 2019 to PLN 78.3 million for Q3 2020. This increase resulted primarily from the strong performance of sponsored ofer ads due to an acceleration in trafc growth on the Group's websites as well as a higher number of merchants purchasing sponsored Ads ofers as Polish consumers shifted signifcantly to e-commerce as a result of the COVID-19. The increase was also the result of improved performance of digital advertising due to self-service scalability and higher sales to strategic clients.

PRICE COMPARISON REVENUE

Price comparison revenue increased by PLN 5.6 million, or 17.6%, from PLN 31.8 million for Q3 2019 to PLN 37.4 million for Q3 2020. This increase resulted primarily from higher revenue from cost-per-click fees, which were generated from a higher number of site visits resulting in increased clicks supported by a higher average cost per click.

RETAIL REVENUE

Retail revenue increased by PLN 14.6 million, or 69.9%, from PLN 20.9 million for Q3 2019 to PLN 35.6 million for Q3 2020. 1P retail sales represented 0.4% of total GMV in Q3 2019 and 0.5% of total GMV in Q3 2020. This increase in retail revenue resulted primarily from higher sales during the SMART! Week campaign and generally higher observed demand post Covid-19 lockdown.

OPERATING EXPENSES

Operating expenses increased by PLN 343.6 million, or 114.4%, from PLN 300.4 million for Q3 2019 to PLN 644.0 million for Q3 2020. This increase resulted primarily from increased net costs of delivery, marketing service expenses, staf costs and one of costs related to IPO and the Management Incentive Plan as explained below.

PAYMENT CHARGES

Payment charges increased by PLN 4.7 million, or 15.0%, from PLN 31.5 million for Q3 2019 to PLN 36.3 million for Q3 2020. This increase resulted from higher sales on the Group's e-commerce marketplace, substantially ofset by lower rates from third-party providers due to discounts negotiated in the second quarter of 2019 that increased after reaching agreed volume thresholds.

COST OF GOODS SOLD

Cost of goods sold increased by PLN 15.5 million, or 69.1%, from PLN 22.4 million for Q3 2019 to PLN 37.9 million for Q3 2020. This increase resulted primarily from increased sales through the Group's 1P retail business operations with margins improved slightly by 0.5 percentage points as a result of an optimized algorithm helping to address correction of price defects more cost efciently.

NET COSTS OF DELIVERY

Net costs of delivery increased by PLN 107.3 million, or 160.8%, from PLN 66.7 million for Q3 2019 to PLN 174.1 million for Q3 2020. This increase resulted primarily from an increased number of buyers on the Group's e-commerce marketplace who were members of the SMART! program, partly due to conversion of SMART! Stay at Home users to paying Smart! subscribers. Following the introduction of co-fnancing by sellers of SMART! courier deliveries and lower price per package, the Net cost of delivery per shipped package fell by 17.4% YoY in Q3 2020.

MARKETING SERVICE EXPENSES

Marketing service expenses increased by PLN 47.0 million, or 62.3%, from PLN 75.5 million for Q3 2019 to PLN 122.5 million for Q3 2020. This increase refected a 73.9% increase of pay-per-click advertising, plus higher investment in Brand marketing supporting campaigns such as "Back to School", "Bestsellers" as well as higher costs of Buyer Protection Program. The cost of free delivery incurred providing SMART! services free of charge to non-SMART! subscribers during lockdown in Q2 2020 (PLN 81.2 million), which was recognized as marketing expense, was reduced to PLN 3.3 million during Q3 as such arrangements ran down to zero by July 2020.

STAFF COSTS

Staf costs increased by PLN 82.9 million, or 116.6%, from PLN 71.1 million for Q3 2019 to PLN 154.0 million for Q3 2020. This increase resulted partly from the recruitment of new employees as headcount at 30 September 2020 was 21.1% higher than at 30 September 2019, as well as an increase in base salaries and higher annual bonus provisions due to the Group's strong performance. However, the major part of the increase refected share based compensations for managers who had invested in the Management Incentive Program that was settled at the IPO (PLN 45.3 million) and a further PLN 14.6 million related to shares granted to employees at the IPO. In total, IPO-related one-ofs included in this expense line were PLN 62.3 million.

IT SERVICE EXPENSES

IT service expenses increased by PLN 5.2 million, or 52.5%, from PLN 9.8 million for Q3 2019 to PLN 15.0 million for Q3 2020. This increase resulted primarily from new licenses related to the introduction of new software solutions and increased IT costs due to higher technical platform costs, including external cloud usage, due to the growing storage requirements for the increasing number of active ofers on the Group's e-commerce marketplace.

OTHER EXPENSES

Other expenses increased by PLN 20.1 million, or 86.2%, from PLN 23.3 million for Q3 2019 to PLN 43.4 million for Q3 2020. This increase resulted primarily from higher consultancy and contractor costs in connection with the development of new products and increased provisions for bad debts related to increased sales on the Group's e-commerce marketplace.

TRANSACTION COSTS

Transaction costs were PLN 60.8 million versus nil for Q3 2019 due to IPO-related one-of costs amounting to PLN 60.4 million and costs of acquiring the remaining 20% minority interest of eBilet Polska Sp. z o.o. of PLN 0.4 million.

OPERATING PROFIT BEFORE AMORTIZATION AND DEPRECIATION

Operating proft before amortization and depreciation decreased by PLN 35.1 million, or 11.0%, from PLN 319.8 million for Q3 2019 to PLN 284.7 million for Q3 2020 as a result of the factors described above. The decrease was driven mainly by IPO-related oneof costs which amounted to PLN 60.4 million in the period, Management Incentive Plan expenses of PLN 45.3 million, and PLN 14.6 million of share grants to employees in connection with the IPO.

AMORTIZATION

Amortization increased by PLN 5.5 million, or 5.8%, from PLN 95.2 million for Q3 2019 to PLN 100.7 million for Q3 2020. This increase resulted primarily from an increase in intangibles associated with capitalized development costs of projects that were completed and put into use in the twelve months since the end of the prior period, such as the frst phases of projects aimed at improving delivery experience, productization and international sellers.

DEPRECIATION

Depreciation increased by PLN 2.3 million, or 16.3%, from PLN 14.0 million for Q3 2019 to PLN 16.3 million for Q3 2020. This increase resulted primarily from the depreciation of computers and ofce equipment related to purchases made in the prior year and accelerated purchases of servers and workstations that were made to ensure the Group's ability to support the marketplace ecosystem during the COVID-19 pandemic.

OPERATING PROFIT

Operating proft decreased by PLN 42.9 million, or 20.3%, from PLN 210.6 million for Q3 2019 to PLN 167.8 million for Q3 2020 as a result of the factors discussed above.

NET FINANCIAL RESULT

Net fnancial result increased by PLN 142.1 million, or 129.0%, from a cost of PLN 110.3 million for Q3 2019 to a cost of PLN 252.4 million for Q3 2020. This increase resulted primarily from recognition of a non-cash charge to fnancial expenses in the amount of PLN 136.7 million due to the Group's September decision to refnance its borrowings at IPO in October 2020, representing the unamortized value of origination costs and related expenses, incurred at inception of the Group's borrowings facilities in 2017 and as a result of their upsize in 2019,

which will no longer be amortized over the full term of the original facilities. In addition, early repayment of the second lien facility triggered a liability to pay PLN 26.0 million in fees. The discounted amount of PLN 25.9 million was accrued in the third quarter of 2020. These expenses were ofset by the lower interest expenses resulting from lower margins paid due to Group's constant deleverage.

The following table presents a breakdown of the Group's fnancial income and fnancial costs for the periods indicated.

Unaudited (PLN in millions) Q3
2020
Q3
2019
Change
%
Interest from deposits 0.2 0.7 (73.3)%
Other fnancial income 0.3 0.5 (43.7)%
Financial income 0.5 1.2 (61.7)%
Deferred borrowings cost (136.7) n/a
Interest paid and payable for fnancial liabilities (87.8) (107.2) (18.0)%
Second Lien voluntary repayment cost (25.9) n/a
Interest on leases (0.7) (0.9) (24.3)%
Revolving facility availability fee (0.8) (0.8) (3.3)%
Net exchange losses on foreign currency transactions (0.7) (2.4) (72.7)%
Other fnancial costs (0.3) (0.2) 81.8%
Financial costs (252.9) (111.4) 126.9%
Net fnancial result (252.4) (110.3) (129.0)%

PROFIT BEFORE INCOME TAX

Proft before income tax decreased by PLN 185.1 million, or 184.4%, from PLN 100.4 million for Q3 2019 to negative PLN 84.7 million for Q3 2020 as a result of the factors discussed above.

INCOME TAX EXPENSES

Income tax expenses increased by PLN 20.0 million, or 74.1%, from PLN 27.0 million for Q3 2019 to PLN 47.0 million for Q3 2020. This increase resulted primarily from an increase in operating proft before one-of expenses which increased the taxable base. The Group's efective tax rate was 26.9% and 55.5% for the three months ended 30 September 2019 and 2020, respectively, compared to the Polish standard corporate income tax rate of 19% for each period. The efective tax rate increased in the three months ended 30 September 2020 as a result of tax losses

incurred by some Group's Luxembourg subsidiaries for which no deferred tax asset is recognized as either those entities likely will not generate taxable income in the foreseeable future or those losses will not be utilized due to pending mergers. These irrecoverable tax losses related to interest paid on debt held, interest rate swap contracts, certain IPO related costs and certain debt refnancing costs.

The following table presents a breakdown of income tax expenses for the periods indicated.

Unaudited (PLN in millions) Q3
2020
Q3
2019
Change
%
Current income tax on profts (64.6) (35.9) 79.8%
(Increase)/Decrease in net deferred tax liability 17.6 8.9 96.9%
Income tax expense (47.0) (27.0) 74.1%

NET PROFIT

Net proft decreased by PLN 205.1 million, or 279.4%, from PLN 73.4 million for Q3 2019 to negative PLN 131.7 million for Q3 2020 as a result of the factors discussed above.

ADJUSTED NET PROFIT

Adjusted Net proft increased by PLN 71.6 million, or 94.6%, from PLN 75.7 million for Q3 2019 to PLN 147.4 million for Q3 2020 when PLN 123.8 million of EBITDA Adjustments and PLN 158.6 million of one-of fnancial expenses related to the Group's refnancing are excluded.

OTHER COMPREHENSIVE INCOME

Other comprehensive income decreased by PLN 31.4 million, or 272.6%, from PLN 11.5 million for Q3 2019 to negative PLN 19.9 million for Q3 2020. This decrease resulted primarily from adverse changes in the valuation of fnancial liabilities relating to the Group's fxed interest rate swap contracts.

TOTAL COMPREHENSIVE INCOME

Total comprehensive income decreased by PLN 236.5 million, or 278.4%, from PLN 84.9 million for Q3 2019 to negative PLN 151.6 million for Q3 2020 as a result of the factors discussed above.

ALLEGRO.EU S.A. GROUP QUARTERLY REPORT for the three and nine month periods ended 30 September 2020

3. Comparison of the Nine Months Ended 30 September 2019 and the Nine Months Ended 30 September 2020

NET REVENUE

Net revenue increased by PLN 912.2 million, or 51.1%, from PLN 1,786.7 million for the nine months ended 30 September 2019 to PLN 2,698.8 million for the nine months ended 30 September 2020. This increase resulted primarily from increases in marketplace revenue, advertising revenue and retail revenue.

The following table presents a breakdown of net revenue for the periods under review along with a percentage change over such periods.

Income Statement, PLN m
(Unaudited)
YTD Q3
2020
YTD Q3
2019
Change
%
Marketplace revenue 2,218.1 1,476.2 50.3%
Advertising revenue 219.6 135.7 61.8%
Price comparison revenue 126.8 98.0 29.3%
Retail revenue 118.2 58.2 103.2%
Other revenue 16.2 18.5 (12.6)%
Net revenue 2,698.8 1,786.7 51.1%

MARKETPLACE REVENUE

Marketplace revenue increased by PLN 741.9 million, or 50.3%, from PLN 1,476.2 million for the nine months ended 30 September 2019 to PLN 2,218.1 million for the nine months ended 30 September 2020. This increase resulted primarily from 52.5% period-over-period GMV growth that was partly ofset by a 12 basis point reduction in the Group's Take Rate. Following a strong start of the year with growth in GMV in the mid-twenties similar to 2019, unusually high demand for e-commerce began in the middle of March as a result of the COVID-19 pandemic which saw the Polish government introduce lockdown measures including closure of all non-essential physical retail stores. This demand was further supported by the Group providing its SMART! subscription services for free for three monthly cycles starting from mid-March, resulting in more buyers receiving free delivery and responding by increasing their purchases on the Group's e-commerce marketplace. Once the government relaxed the lockdown the Group discontinued the free SMART! assistance. Demand remained strong post lockdown with growth rates remaining at elevated levels throughout the June-September period as buyers continued to rely on e-commerce more than previously. As a result of these factors, the number of Active Buyers increased by 12.9% and GMV per Active Buyer increased by 28.6% compared to the twelve months ended 30 September 2019. The reduction in the Group's Take Rate refected the Group's decision to delay planned Take Rate increases for the period of the lockdown and was also due to markedly higher GMV, which resulted in fxed and semi-fxed fees forming a smaller part of total marketplace revenue relative to variable revenue streams from success fees, thereby driving down the average Take Rate per unit of GMV.

ADVERTISING REVENUE

Advertising revenue increased by PLN 83.9 million, or 61.8%, from PLN 135.7 million for the nine months ended 30 September 2019 to PLN 219.6 million for the nine months ended 30 September 2020. This increase resulted primarily from the strong performance of sponsored ofer ads due to an acceleration in trafc growth on the Group's websites as well as a higher number of merchants purchasing the sponsored Ads service and a higher average costper-click as merchant marketing spend followed Polish consumers as they shifted signifcantly to e-commerce as a result of the COVID-19 pandemic in the second quarter and this continued even after the lockdown during the third quarter. The increase was also the result of improved performance of digital advertising due to self-service products and higher sales to strategic clients.

PRICE COMPARISON REVENUE

Price comparison revenue increased by PLN 28.8 million, or 29.3%, from PLN 98.0 million for the nine months ended 30 September 2019 to PLN 126.8 million for the nine months ended 30 September 2020. This increase resulted primarily from higher revenue from cost-per-click fees, which were generated from a higher number of site visits resulting in a higher number of clicks and a higher average cost per click. The COVID-19 pandemic was a signifcant factor in the acceleration of growth in visits during the second quarter of 2020.

RETAIL REVENUE

.

Retail revenue increased by PLN 60.0 million, or 103.2%, from PLN 58.2 million for the nine months ended 30 September 2019 to PLN 118.2 million for the nine months ended 30 September 2020. 1P retail sales represented 0.4% of total GMV in the nine months ended 30 September 2019 and 0.6% of total GMV in the nine months ended 30 September 2020. This increase in retail revenue resulted primarily from higher demand on selected categories, including supermarket, kids, health and beauty and electronics, all of which experienced additional demand during the COVID-19 lockdown and continued strong demand in the third quarter. Retail sales were increasingly focused on the elimination of price defects and growth was also supported by participation of 1P in the "SMART! week promotion" at the end of September that delivered signifcantly higher sales than in 2019.

OPERATING EXPENSES

Operating expenses increased by PLN 783.7 million, or 93.1%, from PLN 841.8 million for the nine months ended 30 September 2019 to PLN 1,625.5 million for the nine months ended 30 September 2020. This increase resulted primarily from increased net costs of delivery, marketing service expenses, staf costs and one of costs related to IPO and Management Incentive Plan as explained in detail in the description of Q3 2020 above.

PAYMENT CHARGES

Payment charges increased by PLN 11.3 million, or 11.4%, from PLN 99.1 million for the nine months ended 30 September 2019 to PLN 110.4 million for the nine months ended 30 September 2020. This increase resulted from higher sales on the Group's e-commerce marketplace, substantially ofset by lower rates from third-party providers due to discounts negotiated in the second quarter of 2019 that increased after reaching agreed volume thresholds.

COST OF GOODS SOLD

Cost of goods sold increased by PLN 61.2 million, or 103.7%, from PLN 59.0 million for the nine months ended 30 September 2019 to PLN 120.2 million for the nine months ended 30 September 2020. This increase resulted primarily from increased sales through the Group's 1P retail business with margins down slightly by 0.3 percentage points as the Group increased its concentration on selection of 1P retail inventory primarily to improve overall price competitiveness on the Group's e-commerce marketplace.

NET COSTS OF DELIVERY

Net costs of delivery increased by PLN 249.1 million, or 145.6%, from PLN 171.1 million for the nine months ended 30 September 2019 to PLN 420.3 million for the nine months ended 30 September 2020. This increase resulted primarily from an increased number of buyers on the Group's e-commerce marketplace who were members of the SMART! program and reduced SMART! subscription revenue following the Group providing three months of free SMART! subscriptions to existing SMART! buyers in response to the COVID-19 pandemic. Additional demand caused by the COVID-19 pandemic boosted the number of purchases per SMART! subscriber and further contributed to the acceleration in growth of net costs of delivery. Volume growth was partially ofset by lower costs per shipped package due to the introduction of co-fnancing charges for SMART! merchants on courier services and a decrease in price per package.

MARKETING SERVICE EXPENSES

Marketing service expenses increased by PLN 193.7 million, or 95.8%, from PLN 202.1 million for the nine months ended 30 September 2019 to PLN 395.8 million for the nine months ended 30 September 2020. This increase resulted primarily from a 67.9% increase in spending on pay-per-click advertising, plus PLN 81.2 million related to net costs of delivery for free SMART! subscriptions provided by the Group to any buyer who wished to utilize SMART! services, including free delivery, during a three-month period at the height of the COVID-19 pandemic. As the Group made no direct incremental fees from either buyers or merchants from providing the SMART! services to these buyers, the net costs of delivery were classifed as marketing expenses. No similar amounts were recorded in the nine months ended 30 September 2019.

STAFF COSTS

Staf costs increased by PLN 144.0 million, or 67.6%, from PLN 212.9 million for the nine months ended 30 September 2019 to PLN 356.9 million for the nine months ended 30 September 2020. This increase resulted partially from the recruitment of new employees as headcount as of 30 September 2020 was 21.1% higher than as of 30 September 2019, as well as an increase in base salaries, and high annual bonus provisions following the Group's strong performance. However, share based compensation relating to managers investing in the Management Incentive Plan, accrued grants of shares to the Group's employees due to the IPO, Covid-19 home ofce support for employees and bonus for IPO project added a further PLN 71.7 million to staf costs.

IT SERVICE EXPENSES

IT service expenses increased by PLN 14.8 million, or 53.7%, from PLN 27.5 million for the nine months ended 30 September 2019 to PLN 42.2 million for the nine months ended 30 September 2020. This increase resulted primarily from new licenses related to the introduction of new software solutions and increased IT costs due to higher technical platform costs, including external cloud usage, due to the

growing storage requirements for the increasing number of active ofers on the Group's e-commerce marketplace.

OTHER EXPENSES

Other expenses increased by PLN 50.1 million, or 72.9%, from PLN 68.8 million for the nine months ended 30 September 2019 to PLN 118.8 million for the nine months ended 30 September 2020. This increase resulted primarily from higher consultancy and contractor costs in connection with the development of new products, increased provisioning for bad debts related to increased sales on the Group's e-commerce marketplace as well as an additional provision for extensions in payment terms for SME merchants from 14 to 60 days in response to the COVID-19 pandemic. This payment extension lasted for four billing periods and ended in August 2020.

TRANSACTION COSTS

Transaction costs increased by PLN 59.5 million, from PLN 1.4 million for the nine months ended 30 September 2019 to PLN 60.8 million for the nine months ended 30 September 2020 due to IPO-related one-of costs of advice and professional services amounting to PLN 60.4 million and costs of acquiring the remaining 20% minority interest in eBilet Polska sp. z o.o. of PLN 0.4 million.

OPERATING PROFIT BEFORE AMORTIZATION AND DEPRECIATION

Operating proft before amortization and depreciation increased by PLN 128.5 million, or 13.6%, from PLN 944.8 million for the nine months ended 30 September 2019 to PLN 1,073.3 million for the nine months ended 30 September 2020 as a result of the factors described above, including the negative impact of IPO-related one-of expenses.

AMORTIZATION

Amortization increased by PLN 13.4 million, or 4.7%, from PLN 284.7 million for the nine months ended 30 September 2019 to PLN 298.1 million for the nine months ended 30 September 2020. This increase resulted primarily from an increase in intangibles associated with capitalized development costs of projects that were completed and put into use in the twelve months since the end of the prior period, such as the frst phases of projects aimed at improving delivery experience and productization.

DEPRECIATION

Depreciation increased by PLN 5.8 million, or 14.0%, from PLN 41.3 million for the nine months ended 30 September 2019 to PLN 47.1 million for the nine months ended 30 September 2020. This increase resulted primarily from the depreciation of computers and ofce equipment related to purchases made in the prior year and accelerated purchases of servers and workstations that were made to ensure the Group's ability to support the marketplace ecosystem during the COVID-19 pandemic.

OPERATING PROFIT

Operating proft increased by PLN 109.3 million, or 17.7%, from PLN 618.8 million for the nine months ended 30 September 2019 to PLN 728.1 million for the nine months ended 30 September 2020 as a result of the factors discussed above, including the negative impact of IPO-related one-of expenses.

NET FINANCIAL RESULT

Financial costs increased by PLN 168.9 million, or 60.2%, from a cost of PLN 280.5 million for the nine months ended 30 September 2019 to a cost of PLN 449.4 million for the nine months ended 30 September 2020. This increase resulted primarily from recognition of a non-cash charge to fnancial expenses in the amount of PLN 136.7 million due to the Group's September decision to refnance its borrowings at IPO in October 2020, representing the unamortized value of origination costs and related expenses, incurred at inception of the Group's

borrowings facilities in 2017 and as a result of their upsize in 2019, which will no longer be amortized over the full term of the original facilities. In addition, early repayment of the second lien facility triggered a liability to pay PLN 26.0 million in fees. The discounted amount of PLN 25.9 million was accrued in the third quarter of 2020. These expenses were ofset by the lower interest expenses resulting from lower margins paid due to Group's constant deleverage.

The following table presents a breakdown of the Group's fnancial income and fnancial costs for the periods indicated.

Unaudited (PLN in millions) Q3 YTD
2020
Q3 YTD
2019
Change
%
Interest from deposits 2.3 7.3 (67.8)%
Other fnancial income 1.4 1.1 28.3%
Valuation of fnancial assets 9.5 n/a
Financial income 13.3 8.4 58.6%
Deferred borrowings cost (136.7) n/a
Interest paid and payable for fnancial liabilities (277.2) (273.4) 1.4%
Cost of early debt repayment (25.9) n/a
Interest on leases (2.3) (3.0) (21.3)%
Revolving facility availability fee (2.4) (2.3) 6.4%
Net exchange losses on foreign currency transactions (4.1) (1.0) 300.1%
Other fnancial costs (0.8) (0.8) (2.0)%
Financial costs (449.4) (280.5) 60.2%
Net fnancial result (436.1) (272.1) 60.3%

PROFIT BEFORE INCOME TAX

Proft before income tax decreased by PLN 54.7 million, or 15.8.%, from PLN 346.7 million for the nine months ended 30 September 2019 to PLN 292.0 million for the nine months ended 30 September 2020 as a result of the factors described above.

INCOME TAX EXPENSES

Income tax expenses increased by PLN 56.4 million, or 72.8%, from PLN 77.6 million for the nine months ended 30 September 2019 to PLN 134.0 million for the nine months ended 30 September 2020. This increase resulted primarily from an increase in operating proft excluding non-recurring items mainly related to the Group's IPO which increased the taxable base. The Group's efective tax rate was 22.4% and 45.9% for the nine months ended 30 September 2019 and 2020, respectively, compared to the Polish standard corporate income tax rate of

19% for each period. The efective tax rate increased in the nine months ended 30 September 2020 as a result of PLN 52.5 million of tax losses incurred by one of the Group's Luxembourg subsidiaries for which no deferred tax asset is recognized as this entity is not likely to generate taxable income in the foreseeable future.

The following table presents a breakdown of income tax expenses for the periods indicated.

Unaudited (PLN in millions) Q3 YTD
2020
Q3 YTD
2019
Change
%
Current income tax on profts (167.2) (99.3) 68.3%
(Increase)/Decrease in net deferred tax liability 33.2 21.7 52.5%
Income tax expense (134.0) (77.6) 72.8%

NET PROFIT

Net proft decreased by PLN 111.1 million, or 41.3%, from PLN 269.1 million for the nine months ended 30 September 2019 to PLN 158.0 million for the nine months ended 30 September 2020 as a result of the factors discussed above, including the impact of IPO-related one-of expenses and refnancing costs.

ADJUSTED NET PROFIT

Adjusted net proft increased by PLN 176.8 million, or 63.8%, from PLN 277.3 million for the nine months ended 30 September 2019 to PLN 454.1 million for the nine months ended 30 September 2020 when PLN 143.2 million of EBITDA adjustments, PLN 158.6 million of one-of fnancial expenses related to the Group's refnancing, and PLN 5.7 million of tax efect on the above adjustments are excluded.

OTHER COMPREHENSIVE INCOME

Other comprehensive income decreased by PLN 91.3 million, or 1,677.1%, from PLN 5.4 million for the nine months ended 30 September 2019 to negative PLN 85.8 million for the nine months ended 30 September 2020. This decrease resulted primarily from adverse changes in the valuation of fnancial liabilities relating to the Group's fxed interest rate swap contracts. The COVID-19 pandemic resulted in a substantial fall in market interest rates and medium-term bond yields that increased the mark-tomarket liability on the Group's hedged interest rate positions that were taken out to reduce exposure to interest rate volatility.

TOTAL COMPREHENSIVE INCOME

Total comprehensive income decreased by PLN 202.4 million, or 73.7%, from PLN 274.6 million for the nine months ended 30 September 2019 to PLN 72.2 million for the nine months ended 30 September 2020 as a result of the factors discussed above.

CASH FLOWS

The following table summarizes net cash fows from operating, investing and fnancing activities for the nine-month period ended 30 September 2020, for the nine-month period ended 30 September 2019 and three-month periods respectively.

Cash Flow, PLN m
(Unaudited)
YTD Q3
2020
YTD Q3
2019
Change
%
Q3
2020
Q3
2019
Change
%
Net cash infow/(outfow) from
operating activities
1,165.0 902.1 29.1% 497.5 290.8 71.1%
Proft before tax 292.0 346.7 (15.8)% (84.7) 100.4 (184.4)%
Income tax paid (93.2) (106.1) (12.2)% (30.8) (34.8) (11.6)%
Amortization and depreciation 345.2 326.0 5.9% 117.0 109.2 7.1%
Net interest expense 439.7 275.3 59.7% 250.8 109.3 129.5%
Changes in net working capital 117.3 51.2 129.2% 180.0 1.9 9,523.8%
Other operating cash fow items 64.0 8.9 616.8% 65.1 4.9 1,236.1%
Net cash infow/(outfow) from
investing activities
(170.3) (166.9) 2.1% (46.0) (35.5) 29.6%
Capitalized development costs (106.1) (69.7) 52.3% (36.5) (22.6) 61.9%
Other capital expenditure (59.8) (34.4) 73.5% (10.4) (10.9) (1.9)%
Acquisition of subsidiaries (4.4) (63.0) (93.0)% 0.0 (100.0)%
Other investing cash fow (0.1) 0.2 (132.9)% 0.9 (1.9) (146.8)%
Net cash infow/(outfow) from
fnancing activities
(673.4) (1,321.3) (49.0)% (301.1) (261.4) 15.2%
Net increase/(decrease) in cash
and cash equivalents
321.3 (586.2) (154.8)% 150.4 (6.1) (2,547.8)%

NET CASH FROM OPERATING ACTIVITIES

Net cash from operating activities increased by PLN 262.9 million or 29.1% YoY during the nine months ended 30 September 2020 and by PLN 206.7 million or 71.1% YoY for the Q3 2020. Apart from the results of factors presented above, the Group had a positive change in working capital of PLN 117.3 million compared to a PLN 51.2 million cash infow in the nine months ended 30 September 2019. This is mainly the increase in the balance of liabilities resulting from the IPO costs.

NET CASH USED IN INVESTING ACTIVITIES

Net cash used in investing activities was PLN 170.3 million during the nine months ended 30 September 2020 which represents a YoY increase of 2.1%, and PLN 46.0 million during Q3 2020 or 29.6% higher YoY. The Group's total capital expenditure increased by PLN 10.5 million, or 29.6%, from PLN 35.5 million for the quarter ended 30 September 2019 to PLN 46.0 million for the three months ended 30 September 2020. The increase has been primarily driven by increasing capitalized development costs relating to development of the Allegro platform and costs corresponding to an upward trend in the headcount for the technology team. The Group expects to increase capital investment in the near term in connection with, among other expenditures, investments related to Allegro Fulfllment.

NET CASH USED IN FINANCING ACTIVITIES

Net cash used in fnancing activities was PLN 673.4 million for the nine months ended 30 September 2020 primarily due to interest paid on existing fnancing in the amount of PLN 237.3 million and repayment of loans amounted to PLN 345.0 million. The signifcant outfow in the period ended 30 September 2019 was primarily connected with a share premium repayment of PLN 2,736.0 million to the Group's shareholders which was partially ofset by a PLN 1,959.5 million infow of cash in connection with the upsizing of the Group's senior term facilities.

INDEBTEDNESS

As of 30 September 2020, the Group's total borrowings (principal adjusted by amortised cost) were PLN 6,163.1 million. In addition, the Group had PLN 340.0 million committed under a revolving facility, which was undrawn as of 30 September 2020 (together "Original Facilities").

On 14 October 2020 the Group completed its refnancing transaction by drawing the full amount of borrowings under the New Senior Facility, receiving a net amount of PLN 5,440.0 million, and, together with the Company utilising its net proceeds from the initial public ofering of the Company's shares of PLN 900.5 million, applied the available funds to the repayment and discharge in full of all indebtedness outstanding under Original Facilities in the amount of PLN 6,151.7 million. As a result of the Group completing the refnancing transaction, the balance of outstanding bank borrowings fell by PLN 651.7 million from PLN 6,151.7 million to PLN 5,500 million.

The refnancing will enable the Group to reduce net leverage to below 2.9x for the year ending 31 December 2020, a reduction from net leverage of 3.4x as of 30 September 2020, thereby enabling the Group to increase its operational fexibility and to substantially reduce the interest rate that it pays on its debt.

The following table sets out the components of the Group's net leverage and the proforma impact of the completion of the refnancing transaction and accounting for the net proceeds from the initial public ofering of the Company's shares, which both took place in October, on the net leverage position as at 30 September 2020.

Unaudited (PLN in millions) June
2020
September
2020
September
2020
Proforma
Adjusted EBITDA LTM 1,514.7 1,600.8 1,600.8
Borrowings at amortized cost 6,169.5 6,163.1 5,437.4
Lease liabilities 78.5 77.4 77.4
Cash and cash equivalents (574.8) (725.2) (851.6)
NET DEBT 5,673.2 5,515.3 4,663.2
Leverage [1] 3.7x 3.4x 2.9x
Equity 6,923.9 6,806.9 7,779.2
Net debt to Equity 82% 81% 60%
i) LTM Interest, fees and swaps 382.7 366.8
ii) LTM debt repayments 329.3 345.0
iii) NTM post IPO interest, fees and swaps 192.4
LTM/NTM Debt Service total 712.0 711.8 192.4

[1] Defned as Net Debt

(Borrowings at amortized cost + Lease liabilities – Cash and cash equivalents) / Adjusted EBITDA LTM

4.

Key factors that may influence the Group's results of operations and main market trends

The following factors have impacted the Group's results of operations for the periods presented in this Report and are likely to impact the Group's results of operations in the future.

  • Primary GMV growth drivers: retail basics (a wide selection, low prices and fast, predictable delivery experience); platform enhancements and user experience improvements; secular market trends of rising Polish retail sales, rising disposable incomes of Polish consumers, and a gradual closing of e-commerce penetration gap between Poland and more mature e-commerce markets.
  • Additional GMV growth drivers: marketplace fee arrangements, marketing activities, the SMART! buyer loyalty program roll-out, eBilet developments, the extent and sustainability of customer behavioral shifts resulting from the COVID-19 pandemic.
  • Evolution of active buyers and GMV per active buyer
  • Net revenue growth drivers, including evolution of take rates, 1P retail sales, advertising revenue trends, price comparison revenue trends
  • Margin drivers: sales mix, targeted major investments including the SMART! loyalty program, Allegro Pay proprietary consumer fnance services, Allegro Fulfllment services, marketing expenditures and other operating expenditures trends.

Due to the uncertainty about the future evolution of the key factors described above and the state of the Polish and global economy, the management discussion of any expectations and projections are subject to a high degree of uncertainty.

ALLEGRO.EU S.A. GROUP QUARTERLY REPORT for the three and nine month periods ended 30 September 2020

5. Targets and expectations for the Group in FY 2020

The group provides the following update with regards to the targets and expectations discussed in the "Management's Discussion and Analysis of Financial Condition and Result of Operations" section of the Company's Prospectus dated 22 September 2020.

2019
Actual
H1 2020
Actual
FY 2020
Prospectus
9M 2020
Actual
FY 2020
Updated
GMV 25% 54% Mid 40s % 52% Low 50s %
YoY growth YoY growth YoY growth YoY growth YoY growth
Revenue 31% 52% Broadly
in-line
51% Unchanged
YoY growth YoY growth With H1 2020
growth
YoY growth
Adjusted EBITDA 20% 28% H2 2020 more
in-line
28% Mid 20s %
YoY growth YoY growth With 2019
growth
YoY growth YoY growth
Capex 5.5% 6,7% PLN230-270m PLN 166m Unchanged

The gradual tapering of YoY GMV growth following the end of the Spring lockdown in May 2020 began to reverse in mid-October as increasing numbers of Covid-19 infections led to the Polish Government reintroducing some of the lockdown measures seen during the frst wave in Q2 2020.

Lockdown measures taken so far have not reached the severity of those seen in Q2 2020 but Management now expects Q4 2020 growth in GMV to be ahead of Q3 2020 and for this to have a positive impact on margins due to operating leverage.

6. Shareholders of Allegro.eu

Based on the information provided in the prospectus to the IPO as of the date of this report, to the best of Management's knowledge, the Group's shares are held by the following entities

Name Number of
shares
% of shares
in the share
capital
Number of votes
at the General
Meeting
% of votes at the
General Meeting
Cidinan S.à r.l. 321,246,322 31.39% 321,246,322 31.39%
Permira VI Investment Platform Limited 321,246,322 31.39% 321,246,322 31.39%
Mepinan S.à r.l. 71,388,074 6.98% 71,388,074 6.98%
Free Float 309,375,096 30.24% 309,375,096 30.24%
TOTAL: 1,023,255,814 100.00% 1,023,255,814 100.00%

Under the terms of their underwriting agreement, Cidinan S.à r.l., Permira VI Investment Platform Limited, and Mepinan S.à r.l. are subject to a 180 day lock-up period expiring on 11 April 2021 and Management's shareholdings (included in Free Float) received at IPO as settlement of investments made in the Management Incentive Plan are subject to a 360 day lockup period expiring on 7 October 2021.

FINANCIAL STATEMENTS

Responsibility statement

Allegro.eu Société anonyme 1, rue Hildegard von Bingen, L – 1282 Luxembourg, Grand Duchy of Luxembourg R.C.S. Luxembourg: B214830 (the Company)

RESPONSIBILITY STATEMENT

The Board of Directors confrms that, to the best of its knowledge:

These 2020 Q3 interim condensed consolidated fnancial statements which have been prepared in accordance with the Accounting Standard IAS 34 Interim Financial Reporting as adopted by the European Union, give a true and fair view of the assets, liabilities, fnancial position and proft or loss of the Company and the undertakings included in the consolidation taken as a whole, and that the interim Management report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Approved by the Board and signed on its behalf by:

Francois Nuyts

Director

Jonathan Eastick

Director

Report on Review of Interim Condensed Consolidated Financial Statements

Report on Review of Interim Condensed Consolidated Financial Statements Based on our review, nothing has come to our attention that causes us to believe that the Allegro.eu S.A.

Report on Review of Interim Condensed Consolidated Financial Statements

To the Board of Directors of Allegro.eu S.A. accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union. We have reviewed the accompanying interim condensed consolidated financial statements of Allegro.eu S.A. (the "Company") and its subsidiaries (the "Group") as at 30 September 2020, which

To the Board of Directors of

Conclusion

We have reviewed the accompanying interim condensed consolidated financial statements of Allegro.eu S.A. (the "Company") and its subsidiaries (the "Group") as at 30 September 2020, which comprise the interim condensed consolidated statement of comprehensive income, the interim condensed consolidated statement of financial position, the interim condensed consolidated statement of changes in equity and the interim condensed consolidated statement of cash flows for the nine month period then ended, and a summary of significant accounting policies and other explanatory information. PricewaterhouseCoopers, Société coopérative Luxembourg, 25 November 2020 Represented by condensed consolidated statement of financial position, the interim condensed consolidated statement of changes in equity and the interim condensed consolidated statement of cash flows for the nine month period then ended, and a summary of significant accounting policies and other explanatory information. Board of Directors' responsibility for the interim condensed consolidated financial statements The Board of Directors is responsible for the preparation and presentation of these interim condensed

comprise the interim condensed consolidated statement of comprehensive income, the interim

Board of Directors' responsibility for the interim condensed consolidated financial statements Véronique Lefebvre consolidated financial statements in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union, and for such internal control as the Board of Directors determines is

The Board of Directors is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the preparation of interim condensed consolidated financial statements that are free from material misstatement, whether due to fraud or error. necessary to enable the preparation of interim condensed consolidated financial statements that are free from material misstatement, whether due to fraud or error. Responsibility of the "Réviseur d'entreprises agréé" Our responsibility is to express a conclusion on these interim condensed consolidated financial

Responsibility of the "Réviseur d'entreprises agréé" statements based on our review. We conducted our review in accordance with International Standard on Review Engagements (ISRE 2410 "Review of interim financial information performed by the

Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review. We conducted our review in accordance with International Standard on Review Engagements (ISRE 2410 "Review of interim financial information performed by the independent auditor of the entity") as adopted for Luxembourg by the "Institut des Réviseurs d'Entreprises". This standard requires us to comply with relevant ethical requirements and conclude whether anything has come to our attention that causes us to believe that the interim condensed consolidated financial statements, taken as a whole, are not prepared in all material respects in accordance with the applicable financial reporting framework. independent auditor of the entity") as adopted for Luxembourg by the "Institut des Réviseurs d'Entreprises". This standard requires us to comply with relevant ethical requirements and conclude whether anything has come to our attention that causes us to believe that the interim condensed consolidated financial statements, taken as a whole, are not prepared in all material respects in accordance with the applicable financial reporting framework. A review of interim condensed consolidated financial statements in accordance with ISRE 2410 is a limited assurance engagement. The "Réviseur d'entreprises agréé" performs procedures, primarily consisting of making inquiries of management and others within the Company, as appropriate, and

A review of interim condensed consolidated financial statements in accordance with ISRE 2410 is a limited assurance engagement. The "Réviseur d'entreprises agréé" performs procedures, primarily consisting of making inquiries of management and others within the Company, as appropriate, and applying analytical procedures, and evaluates the evidence obtained. applying analytical procedures, and evaluates the evidence obtained. The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on these interim condensed consolidated financial statements.

The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on these interim condensed consolidated financial statements.

PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg

Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256)

T : +352 494848 1, F : +352 494848 2900, www.pwc.lu

R.C.S. Luxembourg B 65 477 - TVA LU25482518

PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg T : +352 494848 1, F : +352 494848 2900, www.pwc.lu

Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256) R.C.S. Luxembourg B 65 477 - TVA LU25482518

Conclusion Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union. Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.

PricewaterhouseCoopers, Société coopérative Luxembourg, 25 November 2020 Represented by PricewaterhouseCoopers, Société coopérative Luxembourg, 25 November 2020 Represented by

Véronique Lefebvre Véronique Lefebvre

53

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Interim Condensed Consolidated Statement of comprehensive income

9 months
ended
9 months
ended
3 months
ended
3 months
ended
Note 30.09.2020 30.09.2019 30.09.2020 30.09.2019
Revenue 9 2,698,843 1,786,659 928,695 620,187
Operating expenses (1,625,545) (841,826) (643,971) (300,400)
Payment charges (110,415) (99,075) (36,250) (31,509)
Cost of goods sold (120,240) (59,016) (37,908) (22,414)
Net costs of delivery (420,273) (171,145) (174,079) (66,738)
Marketing service expenses (395,813) (202,106) (122,534) (75,509)
Staf costs (356,889) (212,880) (153,953) (71,066)
Staf costs gross (441,227) (271,436) (182,217) (89,878)
Capitalisation of development costs 5 84,338 58,556 28,264 18,812
IT service expenses (42,245) (27,486) (15,015) (9,849)
IT service expenses gross (42,245) (27,564) (15,015) (9,849)
Capitalisation of development costs 5 78
Other expenses (118,843) (68,751) (43,405) (23,315)
Other expenses gross (140,584) (79,778) (51,689) (27,076)
Capitalisation of development costs 5 21,739 11,027 8,284 3,761
Transaction costs 23 (60,827) (1,367) (60,827)
Operating proft before amortisation and
depreciation
1,073,298 944,833 284,724 319,787
Amortisation and Depreciation (345,166) (326,027) (116,961) (109,163)
Amortisation (298,059) (284,696) (100,677) (95,166)
Depreciation (47,107) (41,331) (16,284) (13,997)

Note 9 months
ended
30.09.2020
9 months
ended
30.09.2019
3 months
ended
30.09.2020
3 months
ended
30.09.2019
Operating proft 728,132 618,806 167,763 210,624
Net Financial result 10 (436,118) (272,099) (252,444) (110,250)
Financial income 13,295 8,384 456 1,189
Financial costs (449,413) (280,483) (252,900) (111,439)
Proft/(Loss) before Income tax 292,014 346,707 (84,681) 100,374
Income tax expenses 11 (134,012) (77,574) (46,971) (26,975)
Net proft/(loss) 158,002 269,133 (131,652) 73,399
Other comprehensive income/(loss) –
Items that may be reclassifed to proft
or loss
(85,809) 5,441 (19,901) 11,529
Gain/(Loss) on cash fow hedging (107,981) (8,822) (7,600) 6,501
Cash fow hedge – Reclassifcation from
OCI to proft or loss
26,932 11,099 15,467 3,722
Deferred tax relating to these items (7,351) 1,881 (29,510) 239
Exchange diferences on translation of
foreign operations
2,591 1,283 1,742 1,067
Total comprehensive income/(loss) for
the period
72,193 274,574 (151,553) 84,928
Note 9 months
ended
30.09.2020
9 months
ended
30.09.2019
3 months
ended
30.09.2020
3 months
ended
30.09.2019
Net proft/(loss) for the period is
attributable to:
158,002 269,133 (131,652) 73,399
Shareholders of the Parent Company 158,278 268,484 (130,632) 73,034
Non-controlling interests (276) 649 (1,020) 365
Total comprehensive income/(loss) for
the period is attributable to:
72,193 274,574 (151,553) 84,928
Shareholders of the Parent Company' 72,469 273,925 (150,533) 84,563
Non-controlling interests (276) 649 (1,020) 365
Earnings per share for proft attributable
to the ordinary equity holders of
the company (in PLN)
12
Basic (0.84) (0.74) (0.53) (0.21)
Diluted (0.84) (0.74) (0.53) (0.21)

Interim Condensed Consolidated Statement of financial position

ASSETS

Non-current assets Note 30.09.2020 31.12.2019
Goodwill 8,631,342 8,631,342
Other intangible assets 4,454,995 4,627,122
Property, plant and equipment 150,291 147,709
Loans granted 9,324
Deferred tax assets 17 286 9,712
Investments 360 360
Total non-current assets 13,237,274 13,425,569
Current assets Note 30.09.2020 31.12.2019
Inventory 26,381 20,051
Trade and other receivables 13 451,745 396,802
Prepayments 66,058 26,910
Loans granted 5,322
Loans receivables 1,989
Other fnancial assets 4,804
Income tax receivables 2,181
Cash and cash equivalents 14 725,187 403,877
Total current assets 1,278,863 852,444
TOTAL ASSETS 14,516,137 14,278,013

EQUITY AND LIABILITIES

Equity Note 30.09.2020 31.12.2019
Share capital 21 9,670 434,246
Capital reserve 5,986,804 5,141,141
Exchange diferences on translating foreign operations 3,159 568
Cash fow hedge reserve (110,678) (22,278)
Other reserves 76,339 (33,633)
Retained earnings 683,558 758,784
Net result 158,002 391,392
Equity allocated to shareholders of the Parent 6,806,854 6,670,220
Non-controlling interests 5 13,422
TOTAL EQUITY 6,806,854 6,683,642
Non-current liabilities Note 30.09.2020 31.12.2019
Borrowings 15 5,792,902 6,001,174
Lease liabilities 49,666 59,764
Written put option liability 5 21,002
Other fnancial liabilities 16 110,678 36,893
Deferred tax liability 17 608,282 643,508
Liabilities to employees 18 28,343 22,562
Total non-current liabilities 6,589,871 6,784,903
Current liabilities Note 30.09.2020 31.12.2019
Borrowings 15 370,152 335,741
Lease liabilities 27,783 25,774
Written put option liability 5 22,208
Other fnancial liabilities 16 2,032
Income tax liability 90,346 14,938
Trade and other liabilities 19 543,361 349,161
Liabilities to employees 18 87,770 59,614
Total current liabilities 1,119,412 809,468
TOTAL EQUITY AND LIABILITIES 14,516,137 14,278,013

Interim Condensed Consolidated Statement of changes in equity

Share Capital Capital reserve Exchange diferences
on translating foreign
operations
Cash fow hedge
reserve
Other reserves Retained earnings Net result Non-controlling
interests
Total
As at 01.01.2019 830,015 7,421,901 378 (18,854) 5,256 546,093 271,904 9,056,693
Proft for the period 269,132 645 269,777
Other comprehensive income 1,283 (6,861) (5,578)
Total comprehensive income/(loss) for the period 1,283 (6,861) 269,132 645 264,199
Transfer of proft from previous years 271,904 (271,904)
Business combination 11,739 11,739
Redemption of share capital and share premium (395,820) (2,280,918) (59,213) (2,735,951)
Share based compensation 3,235 3,235
Non-recourse loans 57 510 567
Written put option liability valuation (30,859) (30,859)
Transactions with owners (395,763) (2,280,408) (27,624) 212,691 (271,904) 11,739 (2,751,269)
As at 30.09.2019 434,252 5,141,493 1,661 (25,715) (22,368) 758,784 269,132 12,384 6,569,623
As at 01.01.2020 434,246 5,141,141 568 (22,278) (33,633) 758,784 391,392 13,422 6,683,642
Proft for the period 158,602 (600) 158,002
Other comprehensive income 2,591 (88,400) (85,809)
Total comprehensive income/(loss) for the period 2,591 (88,400) 158,602 (600) 72,193
Transfer of proft from previous years 391,392 (391,392)
Change of the functional currency (see note 5) 34,297 405,743 (440,040)
Conversion and decrease of the share capital (see note 21) (459,997) 459,997
Shares based compensation (see note 8) 52,191 52,191
Shares granted to employees (see note 8) 14,571 14,571
Non-recourse loans (see note 21) 1,124 (20,077) (18,953)
Written put option liability valuation 3,210 3,210
Purchase of non-controlling interest (see note 5) 40,000 (26,578) (600) (12,822)
Transactions with owners (424,576) 845,663 109,972 (75,226) (391,992) (12,822) 51,019
As at 30.09.2020 9,670 5,986,804 3,159 (110,678) 76,339 683,558 158,002 6,806,854

Interim Condensed Consolidated Statement of cash flows

Note 9 months
ended
30.09.2020
9 months
ended
30.09.2019
Proft before income tax 292,014 346,707
Amortisation and depreciation 345,166 326,027
Net interest expense 10 439,738 275,279
Non-cash employee benefts expense – share-based payments 66,762 3,236
Revolving facility availability fee 10 2,409 2,264
Net (gain)/loss exchange diferences 2,004 1,245
Interest on lease liability 10 2,337 2,969
Valuation of fnancial assets – net 10 (9,515)
Net (gain)/loss on sale of non-current assets (787)
(Increase)/Decrease in trade and other receivables (91,562) 21,599
(Increase)/Decrease in loan receivables (1,989)
(Increase)/Decrease in inventories (6,330) (12,743)
Increase/(Decrease) in trade and other liabilities 185,272 14,634
Increase/(Decrease) in liabilities to employees 31,912 27,736
Cash provided by operating activities 1,258,218 1,008,166
Income tax paid (93,202) (106,099)
Net cash infow/(outfow) from operating activities 1,165,016 902,067

Note 9 months
ended
30.09.2020
9 months
ended
30.09.2019
Cash fows from investing activities
Payments for property, plant & equipment and intangibles (165,857) (104,118)
Loans granted (4,720) (438)
Repayment of loans granted 4,761 796
Acquisition of subsidiary (net of cash acquired) (4,425) (62,976)
Other (105) (164)
Net cash infow/(outfow) from investing activities (170,346) (166,900)

ALLEGRO.EU S.A.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS for the three and nine month periods ended 30 September 2020 all amounts expressed in PLN'000 unless indicated otherwise

Note 9 months
ended
30.09.2020
9 months
ended
30.09.2019
Cash fows from fnancing activities
Repayment of share premium (2,735,951)
Borrowings received 1,959,516
Borrowings repaid (344,966) (215,803)
Interest paid (237,256) (280,800)
Payments for acquisition of non-controlling interest (40,000)
Lease payments (21,798) (18,468)
Revolving facility availability fee payments (2,409) (2,225)
Interest rate hedging instrument settlements (26,931) (11,098)
Payments from other fnancial activities (16,520)
Net cash infow/(outfow) from fnancing activities (673,360) (1,321,349)
Note 9 months
ended
30.09.2020
9 months
ended
30.09.2019
Net increase/(decrease) in cash and cash equivalents 321,310 (586,182)
Cash and cash equivalents at the beginning of the fnancial period 403,877 794,027
Cash and cash equivalents at the end of the fnancial period 725,187 207,845

63

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General information

Allegro.eu S.A. Group ('Group') consists of Allegro. eu Société anonyme ('Allegro.eu' or 'Parent'), previously Adinan Super Topco S.à r.l., and its subsidiaries. Allegro.eu and the other members of the Group were established for an unspecifed period.

The Group is registered in Luxembourg, and its registered ofce is located at 1, rue Hildegard von Bingen, Luxembourg. The Parent's shares have been listed on the Warsaw Stock Exchange ('WSE') since 12 October 2020.

The Group operates in Poland through Allegro.pl sp. z o.o., Ceneo.pl sp. z o.o. and eBilet Polska sp. z o.o. The Group's core activities comprise:

  • online marketplace;
  • advertising;
  • online price comparison services;
  • retail sale via mail order houses or via the Internet;
  • online tickets distribution;
  • web portal operations;
  • data processing, hosting and related activities;
  • other information technology and computer service activities;
  • computer facilities management activities;
  • software-related activities;
  • consumer fnance;
  • computer consultancy activities.

These Interim Condensed Consolidated Financial Statements were prepared for the three and nine month periods ended 30 September 2020 together with comparative amounts for the corresponding periods of 2019 which have not been subject to any auditor's review.

incorporated under
the laws
The Grand Duchy of
Luxembourg
registered ofce 1, rue Hildegard von Bingen,
L – 1282 Luxembourg,
Grand Duchy of Luxembourg
registered with The Luxembourg Trade
and Companies Register
(Registre de Commerce et
des Sociétés, Luxembourg)
under number B214830

2. Basis of preparation

This Interim Condensed Consolidated Financial Report for the three and nine month reporting periods ended 30 September 2020 have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting (as adopted by the European Union).

The Interim Condensed Consolidated Financial Statements were prepared on the assumption that the Group would continue as a going concern for at least 12 months subsequent to 30 September 2020. In making this going concern assumption Management took into consideration the impact of the Covid-19 crisis on the Group's business, noting that operations have continued with minimal disruption since most staf moved to home working mode on 12 March 2020, that the Group's sales increased following the imposition of Covid-19 related lock-down measures by the Polish government and that trading has continued to be stronger than this historical trend since the relaxation of lock-down measures.

These Interim Condensed Consolidated Financial Statements were prepared on the historical cost basis except for certain fnancial assets and liabilities (including derivative instruments) measured at fair value.

These Interim Condensed Consolidated Financial Statements do not include all the information and disclosures required in the annual fnancial statements, and thus should be read in conjunction with the Consolidated Financial Statements of Allegro. eu (previously Adinan Super Topco S.à r.l.) Group for the years ended 31 December 2019, 31 December 2018 and 31 December 2017. The accounting policies adopted are consistent with these Consolidated Financial Statements, except for the estimation of income tax prepared under IAS 34 (see note 11) and the adoption of new and amended standards efective after 1 January 2020 as set out in note 7.

There were no other changes in accounting policies in the period covered by the Interim Condensed Consolidated Financial Statements of Allegro. eu S.A. ended 30 September 2020 in comparison to the Consolidated Financial Statements of Allegro. eu (previously Adinan Super Topco S.à r.l.) Group for the years ended 31 December 2019, 31 December 2018 and 31 December 2017.

3. Group structure

As at 30 September 2020, the Allegro.eu Group comprised Allegro.eu S.A. as well as intermediate holding companies Adinan Topco S.à r.l., Adinan Holdco S.à r.l., Adinan Bondco S.à r.l., Adinan Seniorco S.à r.l. and Adinan Midco S.à r.l. with their registered ofce in Luxembourg and companies conducting operating activities in the territory of Poland – Allegro.pl Sp. z o.o., Ceneo.pl Sp. z o.o, Trade Analytics Sp. z o.o. Instytut Badań Ecommerce Sp. z o.o., eBilet Polska Sp. z o.o., Allegro Finance Sp. z o.o. and Allegro Pay Sp. z o.o. (formerly: FinAi S.A.), together with their non-operating subsidiary company Allegro Logistyka Sp. z o.o (the 'Polish Operating Companies').

Each of the Polish Operating Companies and their subsidiaries have their registered ofces located in Poland. In addition, Allegro. pl owns the Allegro All For Planet Foundation, which is not consolidated due to its immateriality.

Key information regarding the members of the Group, shares held by the Group as at 30 September 2020 and 31 December 2019 is presented below.

AS AT 30.09.2020 AS AT 30.09.2019

  1. Business combinations

The amounts in this note are provided in PLN and not in thousand PLN.

ACQUISITION OF EBILET POLSKA SP. Z O.O.

On 19 April 2019 Allego.pl sp. z o.o. purchased 135,520 shares in eBilet Polska sp. z o.o. ('eBilet') composing 80% of the shares outstanding from an unrelated party – Bola Investments Limited for a fnal cash consideration of PLN 95,894 thousand. On 25 September 2020 Allegro.pl purchased 33,880 shares in eBilet composing the remaining 20% of shares for cash consideration of PLN 40,000 thousand and as at 30 September 2020, Allegro. pl owns 100% of eBilet's shares. Both transactions were fnanced from the Group's own funds.

eBilet is one of the largest Polish online ticket distributors. Its activity includes sales of tickets for cultural, sport and other entertainment events, mostly through its online channel. The purchase opens a new market for the Allegro.eu Group, previously not available on Allegro and Ceneo platforms.

Based on the Group's purchase price allocation, Goodwill on the acquisition of PLN 48,937 thousand, is attributable mostly to synergies from cooperation with Allegro. All synergies are expected to occur in eBilet.

Costs related to the purchase transaction in the amount of PLN 1,367 thousand, were recognized in the consolidated statement of proft or loss and other comprehensive income as Transaction Costs for the period ended 30 September 2019. For the period ended 30 September 2020 the Group recognized PLN 430 thousand such costs.

The Group measured the non-controlling interests at the proportionate share in net identifable assets of the acquired company.

The efect of accounting for the acquisition is presented below:

[PLN thousand] eBilet
As at the acquisition date 19.04.2019
Purchase consideration paid – cash 95,894
Non-controlling interest – measured at proportional share in the net assets 11,739
Net assets (58,696)
Goodwill 48,937

[PLN thousand] eBilet
Net assets acquired
Trademarks 5,234
Customer Relationships 22,497
Domains 5,092
Software 18,687
Other intangibles 4,688
Property, plant and equipment 672
Accounts receivable and other receivables 2,183
Cash acquired 32,916
Accounts payable and other liabilities (23,989)
Income tax provision (11)
Provision for deferred tax (9,273)
Net assets 58,696
[PLN thousand] eBilet
Purchase consideration 95,894
Cash and cash equivalents acquired (32,916)
Cash fow used in acquisition 62,978

Goodwill is tested for impairment annually or more frequently, if there is objective evidence of impairment. Customer relationships, trademarks, domains and software are amortized over its estimated useful economic life.

The revenue and net proft of eBilet since May 2019 included in the consolidated statement of comprehensive income until 30 September 2019 amount to PLN 9,083 thousand, and PLN 3,246 thousand respectively. The revenue and net proft of the Group for the reporting period ended 30 September 2019 period would be PLN 1,792,747 thousand, and PLN 270,914 thousand, respectively if the acquisition of eBilet had been as of the beginning of the annual reporting period.

eBilet has been assigned to segment 'Other' as it is not material under IFRS 8.

5. Significant changes in the current reporting period

The fnancial position and performance of the Group was particularly afected by the following events and transactions during the reporting period:

THE ACQUISITION OF ALLEGRO PAY SP. Z O. O. (PREVIOUSLY: FINAI S.A.) IN JANUARY 2020

On 27 January 2020 Allegro. pl Sp. z o.o. acquired 100% of shares in FinAi S.A. (currently Allegro Pay Sp. z o.o.). The price amounted to PLN 7,000 for 100% of the company's shares and the cash payment was divided into two tranches – PLN 2,000 was settled in 2019 and the remaining PLN 5,000 in January 2020. Together with legal entity, the Group acquired the following assets: cash balance in the amount of PLN 798, intangible assets of PLN 5,719, trade and other receivables amounted to PLN 487 as well as trade liabilities in the amount of PLN 568 and liabilities to employees of PLN 304. The company was a fnancial intermediary start-up which ceased to trade in September 2019. Together with Allegro Pay, Allegro.pl acquired existing software applicable to credit analysis of the Allegro platform Buyers and performance of AML (Anti Money Laundering), KYC (Know Your Client) checks and a team of FinTech experts. Allegro.pl expects such competencies and capabilities to be important enablers to further development of fnancial services penetration on the marketplace platform in the future.

As Allegro.pl acquired means of production as opposed to a functioning business, the transaction is treated as a purchase of assets. No goodwill or gain on a bargain purchase were recognized.

On 27 May 2020 Adinan Midco purchased 100% shares in FinAi S.A. (31 July change of name to Allegro Pay) from its subsidiary Allegro. pl.

ALLEGRO PAY – CONSUMER FINANCE

During the frst half of 2020 the Group developed its own proprietary consumer fnance lending solutions for buyers to use when making purchases on the Group's e-commerce marketplace. The FinTech experts, developer teams and software acquired with the acquisition of the FinAi business by the Group in January 2020, together with the Group's existing technology resources, have developed integrated solutions that are expected to provide an improved user experience. Using the sub-brand Allegro Pay, the new proprietary lending solutions moved into user testing during the third quarter of 2020 and the Group expects to complete commercial tests during the fourth quarter of 2020.

THE COVID-19 PANDEMIC

The existence of coronavirus (Covid-19) was confrmed in early 2020 and has spread across Poland and most of the world, causing disruptions to businesses and economic activity. The pandemic had a positive impact on revenues generated by companies operating in the online marketplace industry and a negative impact on online ticket distribution. The Group introduced several assistance programs for its Sellers and Buyers. The Group assessed the impact of Covid-19 on the Group's operations and on the results presented in these Interim Condensed Consolidated Financial Statements. The Group performed an analysis in terms of expected credit losses and Goodwill impairment (see note 6).

DEVELOPMENT COSTS

Although the Group does not have any department dedicated to research and development, such activities are performed throughout the organization. Development expenditure that meet the capitalization criteria are deducted from expenses and recognized as intangible assets. The Group develops its platform and introduces new projects in order to satisfy the needs of its Buyers and Sellers.

THE ACQUISITION OF THE REMAINING 20% OF SHARES IN EBILET POLSKA SP. Z O.O.

On 25 September 2020 Allegro.pl purchased the remaining 20% of eBilet's shares for cash consideration of PLN 40,000. The transaction was fully paid from Allegro.pl's own funds and there was no outstanding balance as at 30 September 2020. The written put option liability and Non-controlling interest were derecognized through Retained Earnings.

CONVERSION OF SHARES

(amounts stated in PLN, not thousand PLN)

On 29 September 2020 the extraordinary shareholders meeting of the Parent resolved to change the functional currency from euro (EUR) to Polish złoty (PLN). The Group operates mainly in Poland and Polish złoty is the currency in which the Group usually generates and spends cash. Additionally on 12 October 2020 the Group debuted on the Warsaw Stock Exchange.

The share capital of the Parent was converted from euro (EUR) to Polish złoty (PLN) and as a result the share capital equaled PLN 469,996 thousand. The foreign exchange diferences were recognised in retained earnings.

The meeting of shareholders further resolved to convert its existing classes of shares into one new class of Ordinary Shares. The new nominal value per Ordinary Share was established at the level of one Polish grosz, PLN 0.01 and 1 billion of new ordinary shares were issued.

As a result of the conversion, the issued capital was decreased to PLN 10,000 thousand without cancellation of shares and without the distribution of the reduction proceeds, which were allocated to Capital Reserve (see note 21).

CHANGE IN THE COMPOSITION OF THE MANAGEMENT BOARD

On 1 September 2020 the shareholders meeting of the Parent appointed each of the following persons as Board Members: Francois Nuyts, Jonathan Eastick, David Barker, Paweł Padusiński, Richard Sanders, Carla Smits-Nusteling and Nancy Cruickshank, with immediate efect. The composition of the board of directors of the Parent as of 30 September 2020 was as follows:

  • Danielle Arendt-Michels
  • David Barker
  • Nancy Cruickshank
  • Gilles Willy Duroy
  • Jonathan Eastick (Group Chief Financial Ofcer)
  • Darren Huston (Chairman of the Board)
  • Gautier Laurent
  • Severine Michel
  • Francois Nuyts (Group Chief Executive Ofcer)
  • Paweł Padusińki
  • Cedric Pedoni
  • Richard Sanders
  • Carla Smits-Nusteling

The composition of the Management Board changed on 12 October 2020, as described in note 23 "Events after the reporting period" and at the date of the Interim Condensed Consolidated Financial Statements, the Management Board comprised:

  • David Barker
  • Nancy Cruickshank
  • Jonathan Eastick (Group Chief Financial Ofcer)
  • Darren Huston (Chairman of the Board)
  • Francois Nuyts (Group Chief Executive Ofcer)
  • Paweł Padusińki
  • Richard Sanders
  • Carla Smits-Nusteling

INITIAL PUBLIC OFFERING

During the second and third quarter of 2020, the Group prepared for the Initial Public Ofering ('IPO') of Allegro.eu's ordinary shares on the Warsaw Stock Exchange (see note 23).

The fnancial results of the Group were afected by PLN 74,968 of costs related to the IPO. Those costs included costs related to the execution of the ofering and the Allegro Incentive Plan.

There were no changes in accounting policies in the period covered by Interim Condensed Consolidated Financial Statements of the Group for the three and nine month periods ended 30 September 2020 in comparison to the Consolidated Financial Statements of Allegro.eu (previously Adinan Super Topco S.à r.l.) Group for the years ended 31 December 2019, 31 December 2018 and 31 December 2017, except for new standards described in note 7.

6. Information on material accounting estimates

The preparation of the Interim Condensed Consolidated Financial Statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. Estimations and judgements are being constantly verifed and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

ESTIMATED IMPAIRMENT OF GOODWILL

In preparing these Interim Condensed Consolidated Financial Statements, the signifcant judgments made by Management in applying the Group's accounting policies were the same as those described in the 2019 Consolidated Financial Statements of Allegro.eu S.A. The Management noted that the recoverable amount on the cash-generating unit of eBilet could be afected by the business disruption caused by Covid 19. A goodwill impairment test was performed and the value in use was recalculated using adjusted assumptions of severe disruptions to mass events throughout 2020 and 2021, and a strong recovery thereafter. The Management concluded there is no impairment risk unless severe Covid-19 disruptions of events continue into 2022 and the medium term.

The critical assumptions made when calculating recoverable amount were as follows:

eBilet 30.09.2020 31.12.2019
Compound annual growth rate of revenues during the forecast period 21.49% 20.03%
Average annual rise/(fall) in EBITDA margin (0.23) ppt (2.10) ppt
Marginal growth rate outside the forecast period 2.50% 2.50%
Discount rate (pre-tax) 11.00% 10.30%

Future net cash fow of the cash-generating units are based on the critical assumptions presented above, each of which involve a degree of uncertainty.

Sensitivity analysis of the aforesaid assumptions shows that the Group would recognize impairment if any of the key assumptions is changed as follows:

eBilet 30.09.2020 31.12.2019
Decrease of the revenue CAGR by: 6.28 ppt 8.30 ppt
Decline in annual EBITDA margin by: 3.84 ppt 7.62 ppt
Decrease of the marginal growth rate by: 8.66 ppt 36.50 ppt
Growth in the discount pre-tax rate by: 5.42 ppt 14.30 ppt

In Management's assessment, they are not aware of any reasonably likely assumptions that might result in business performance outcomes similar or worse than those shown in these sensitivities for the eBilet CGU as of 30 September 2020 and therefore result in a material impairment.

OTHER

On 15 September 2020, the Group received a formal notifcation that, pursuant to the Competition Act, the President of Ofce of Competition and Consumer Protection ('OCCP') commenced proceedings against Allegro.pl on 9 September 2020 to investigate whether clauses allowing Allegro to change its terms and conditions (one in the general terms and conditions and one in the SMART! terms and conditions) constitute abusive clauses in standard agreements with consumers. On 15 September 2020, Alegro. pl also received a request for information within these proceedings. Allegro.pl is expecting further requests for information from the OCCP President in the future.

If the OCCP President recognizes either of these clauses as abusive, it may issue a decision prohibiting the use of such a clause in a standard agreement, with or without a fne. It might also request the Group to remedy the efects of the infringement. If a fne is to be imposed, then in accordance with the Competition Act, it may be up to 10% of the turnover of Allegro.pl in the fnancial year preceding the decision for each of the clauses recognized as abusive. If during the investigation Allegro. pl ofers adequate commitments to put the alleged infringement to an end, in particular to amend the clauses questioned by the OCCP President, and/or to remedy the efects of the infringement, the case might end with a commitment decision with no fne.

On September 3, 2020, the UOKiK President stated in a press release that he initiated explanatory proceedings into Allegro.pl's rules of cooperation with sellers in order to determine whether Allegro.pl gains unjustifed advantages at the expense of its clients. These explanatory proceedings are a preliminary step that does not have to lead to the initiation of formal proceedings against Allegro.pl.

Management does not consider that either of these cases under investigation to be abusive and intends to fully cooperate with OCCP's investigation. As no specifc infringements have been alleged, it is not possible to estimate the likelihood of successfully defending proceedings or to estimate the size of a likely fnancial penalty if such defence is unsuccessful.

There were no changes in opened antitrust proceedings the case against Allegro.pl with the Ofce of Competition and Consumer Protection ('OCCP') comparing to the situation described in the 3-year fnancial statements.

7. Summary of changes in significant accounting policies

New and amended standards and interpretations adopted by the Group.

In these Interim Condensed Consolidated Financial Statements amendments to the following standards that came into efect as of 1 January 2020 were applied. The amendments do not have a signifcant impact on these fnancial statements.

Amendments to References to the Conceptual Framework in IFRS Standards issued by IASB on 29 March 2018. Due to the fact that Conceptual Framework was revised, the IASB updated references to the Conceptual Framework in IFRS Standards. The document contains amendments to IFRS 2, IFRS 3, IFRS 6, IFRS 14, IAS 1, IAS 8, IAS 34, IAS 37, IAS 38, IFRIC 12, IFRIC 19, IFRIC 20, IFRIC 22, and SIC-32. This was done to support transition to the revised Conceptual Framework for companies that develop accounting policies using the Conceptual Framework when no IFRS Standard applies to a particular transaction.

The amendments are efective for annual periods beginning on or after 1 January 2020.

Amendments to IFRS 3 "Business Combinations" – Defnition of a Business issued by IASB on 22 October 2018. Amendments were introduced to improve the defnition of a business. The amended defnition emphasizes that the output of a business is to provide goods and services to customers, whereas the previous defnition focused on returns in the form of dividends, lower costs or other economic benefts to investors and others. In addition to amending the wording of the defnition, the Board has provided supplementary guidance.

The amendments are efective for annual periods beginning on or after 1 January 2020.

Amendments to IAS 1 "Presentation of Financial Statements" and IAS 8 "Accounting Policies", Changes in Accounting Estimates and Errors" – Defnition of Material issued by IASB on 31 October 2018. The change applies to periods beginning after January 1, 2019. The amendments clarify the defnition of material and how it should be applied by including in the defnition guidance.

The amendments are efective for annual periods beginning on or after 1 January 2020.

79

NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

8. Segment information

8.1 DESCRIPTION OF SEGMENTS AND PRINCIPAL ACTIVITIES

The Allegro.eu Group has implemented an internal functional reporting system. For management purposes, the Group is organised into business units based on their products, and has two reportable operating segments as follows:

  • Allegro.pl activity segment which operates as a C2C and B2C e-commerce platform (Allegro. pl) providing marketplace services via internet in Poland, and
  • Ceneo.pl activity segment which is a price comparison platform in Poland allowing users to compare consumer products from various Polish e-stores.

Other segment consists mainly of eBilet results, which was consolidated starting from May 2019, as well as minor costs of holding companies, and Allegro Pay.

The reportable operating segments are identifed at the Group level. The Parent, as a holding company is included in Other segment. Segment performance is assessed on the basis of revenue, operating proft before amortisation and depreciation ('EBITDA') and adjusted EBITDA. The accounting policies adopted are uniform for all segments and consistent with those applied for the Group. Inter-segment transactions are eliminated upon consolidation.

Interest income and fnance cost are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the Group. Both segments have a dispersed customer base – no single customer generates more than 10% of segment revenue. The Group's operations are conducted in one geographical area, on the territory of the Republic of Poland.

9 months
ended 30.09.2020
TOTAL Allegro Ceneo Other Eliminations
External revenue 2,698,843 2,539,983 155,130 3,730
Inter-segment revenue 4,643 27,822 1,189 (33,654)
Net revenue 2,698,843 2,544,626 182,952 4,919 (33,654)
Operating expenses (1,625,545) (1,473,634) (96,976) (88,589) 33,654
EBITDA 1,073,298 1,070,992 85,976 (83,670)
Amortisation and
Depreciation
(345,166)
Net fnancial result (436,118)
Proft/(Loss) before
income tax
292,014
Tax expense (134,012)
Net proft/(loss) 158,002
9 months
ended 30.09.2019
TOTAL Allegro Ceneo Other Eliminations
External revenue 1,786,659 1,652,755 123,115 10,789
Inter-segment revenue 4,198 20,160 859 (25,217)
Net revenue 1,786,659 1,656,953 143,275 11,648 (25,217)
Operating expenses (841,826) (786,544) (70,040) (10,459) 25,217
EBITDA 944,833 870,409 73,235 1,189
Amortisation and
Depreciation
(326,027)
Net fnancial result (272,099)
Proft/(Loss) before
income tax
346,707
Tax expense (77,574)
Net proft/(loss) 269,133
3 months
ended 30.09.2020
TOTAL Allegro Ceneo Other Eliminations
External revenue 928,695 883,503 47,434 (2,242)
Inter-segment revenue 1,563 12,003 135 (13,701)
Net revenue 928,695 885,066 59,437 (2,107) (13,701)
Operating expenses (643,971) (553,470) (34,205) (69,996) 13,701
EBITDA 284,724 331,596 25,232 (72,104)
Amortisation and
Depreciation
(116,961)
Net fnancial result (252,444)
Proft/(Loss) before
income tax
(84,681)
Tax expense (46,971)
Net proft/(loss) (131,652)
3 months
ended 30.09.2019
TOTAL Allegro Ceneo Other Eliminations
External revenue 620,187 573,675 41,258 5,254
Inter-segment revenue 1,398 6,327 340 (8,065)
Net revenue 620,187 575,073 47,585 5,594 (8,065)
Operating expenses (300,400) (282,033) (24,259) (2,173) 8,065
EBITDA 319,787 293,040 23,326 3,421
Amortisation and
Depreciation
(109,163)
Net fnancial result (110,250)
Proft/(Loss) before
income tax
100,374
Tax expense (26,975)
Net proft/(loss) 73,399

The Management Board does not analyse the operating segments in relation to their asset's value. The Group's operating segments are presented consistently with the internal reporting submitted to the Parent Company's Management Board, which is the main body responsible for making strategic decisions. The operating decisions are taken on the level of operating entities.

8.2 ADJUSTED EBITDA (NON-GAAP MEASURE)

EBITDA is the most relevant measure of proft and it corresponds to net proft before net fnancial result, taxes and amortisation and depreciation expense. Adjusted EBITDA excludes the efects of signifcant items of income and expenditure that may have an impact on the quality of earnings.

The Group decided to exclude from adjusted EBIT-DA monitoring costs, regulatory proceeding costs, Group restructuring costs, donations to various public beneft organizations, certain employee incentives and bonuses, as well as transaction costs including mostly IPO costs, because these expenses are not related to core operations of the Group.

9 months ended
30.09.2020
9 months ended
30.09.2019
3 months ended
30.09.2020
3 months ended
30.09.2019
EBITDA 1,073,298 944,833 284,724 319,787
Monitoring costs [1] 2,827 2,813 1,086 1,003
Regulatory proceeding costs [2] 2,622 955 665 518
Group restructuring costs [3] 2,799 631 97 31
Donations to various public beneft
organizations [4]
4,495 845
Bonus for employees and funds spent
on sanitary protection of employees [5]
2,903 380
Allegro Incentive Plan [6] 14,571 14,571
Management Incentive Plan [7] 52,191 3,235 45,325 1,089
Transaction costs [8] 60,827 1,367 60,827
Adjusted EBITDA 1,216,533 953,835 408,519 322,427
  • [1] Represents expenses incurred in relation to performance of advisory services by the shareholders of the Group, including travel expenses and expenses for services provided for projects outside the scope of supervisory responsibilities.
  • [2] Represents legal costs mainly related to regulatory proceeding the Polish competition authority, the OCCP, conducted an inspection at Allegro's ofces in June 2017 related to antitrust proceedings against Allegro.pl concerning the alleged abuse of a dominant position by Allegro.pl on the Polish market for online B2C intermediary sales services and other proceedings.
  • [3] Represents legal and fnancial due diligence expenses with respect to not concluded acquisitions of target companies along with other legal expenses connected with group reorganisation.
  • [4] Represents donations made by the Group to support several public organizations during the COVID-19 pandemic.
  • [5] Represents expenses incurred by the Group to buy employees' sanitary protections and to pay employees' bonuses for the purchase of equipment necessary to enable them to work remotely during the COVID-19 pandemic.
  • [6] Represents the part of a one-of grant to employees of shares awarded at the Group's IPO accrued between the date of announcement and 30 September 2020. The remainder of the total cost of PLN 25,428 was recognized between 1 October and the date of the IPO on 12 October.
  • [7] Cost of share based compensation related to incentive elements of The Management Incentive ("Investment Opportunities") in which management participated indirectly through investing in shares in the Adiman SCSP Trust and directly via type C and D shares issued by Allegro.eu. This Management Incentive Plan ("MIP") ceased to exist at its full settlement at the moment at the Group's IPO. The increase in share based compensation expense recognized in the third quarter of 2020 is the result of new investments in the MIP being made with the assistance of non-recourse loans.
  • [8] Represents costs of advisory and consultancy incurred during the process of preparation for the IPO in 2020 (PLN 60,397) and costs related to the original acquisition of eBilet in 2019 (PLN 1,367) and the further acquisition of a 20% minority interest in the third quarter of 2020 (PLN 430).

85

9. Revenues from contracts with customers

DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS

9 months
ended 30.09.2020
Allegro Ceneo Other Eliminations Total
Marketplace revenue 2,214,526 3,926 (347) 2,218,105
Advertising revenue 191,284 30,597 (2,321) 219,560
Price comparison revenue 149,176 (22,364) 126,812
Retail revenue 118,191 118,191
Other revenue 20,625 3,179 993 (8,622) 16,175
Revenue 2,544,626 182,952 4,919 (33,654) 2,698,843
9 months
ended 30.09.2019
Allegro Ceneo Other Eliminations Total
Marketplace revenue 1,467,149 9,083 1,476,232
Advertising revenue 109,259 29,363 (2,923) 135,699
Price comparison revenue 111,087 (13,041) 98,046
Retail revenue 58,169 58,169
Other revenue 22,376 2,825 2,565 (9,253) 18,513
Revenue 1,656,953 143,275 11,648 (25,217) 1,786,659
3 months
ended 30.09.2020
Allegro Ceneo Other Eliminations Total
Marketplace revenue 773,736 (2,175) (17) 771,544
Advertising revenue 68,425 10,827 (948) 78,304
Price comparison revenue 47,204 (9,770) 37,434
Retail revenue 35,568 35,568
Other revenue 7,337 1,406 68 (2,966) 5,845
Revenue 885,066 59,437 (2,107) (13,701) 928,695
3 months
ended 30.09.2019
Allegro Ceneo Other Eliminations Total
Marketplace revenue 508,332 5,293 513,625
Advertising revenue 38,813 10,355 (1,036) 48,132
Price comparison revenue 36,467 (4,632) 31,835
Retail revenue 20,936 20,936
Other revenue 6,992 763 301 (2,397) 5,659
Revenue 575,073 47,585 5,594 (8,065) 620,187

The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major operating segments.

9 months
ended 30.09.2020
Allegro Ceneo Other Eliminations Total
Timing of revenue recognition:
At a point in time 1,658,032 150,530 4,919 (33,654) 1,779,827
Over time 886,594 32,422 919,016
Revenue 2,544,626 182,952 4,919 (33,654) 2,698,843
9 months
ended 30.09.2019
Allegro Ceneo Other Eliminations Total
Timing of revenue recognition:
At a point in time 1,004,907 112,095 11,648 (25,217) 1,103,433
Over time 652,046 31,180 683,226
Revenue 1,656,953 143,275 11,648 (25,217) 1,786,659
3 months
ended 30.09.2020
Allegro Ceneo Other Eliminations Total
Timing of revenue recognition:
At a point in time 573,289 47,998 (2,107) (13,701) 605,479
Over time 311,777 11,439 323,216
Revenue 885,066 59,437 (2,107) (13,701) 928,695
3 months
ended 30.09.2019
Allegro Ceneo Other Eliminations Total
Timing of revenue recognition:
At a point in time 351,278 36,568 5,594 (8,065) 385,375
Over time 223,795 11,017 234,812
Revenue 575,073 47,585 5,594 (8,065) 620,187

10. Financial income and financial costs

9 months ended
30.09.2020
9 months ended
30.09.2019
3 months ended
30.09.2020
3 months ended
30.09.2019
Interest from deposits 2,342 7,263 193 722
Other fnancial income 1,438 1,121 263 467
Valuation of fnancial assets 9,515
Financial income 13,295 8,384 456 1,189
Deferred borrowing cost (136,716) (136,716)
Interest paid and payable for
fnancial liabilities
(277,191) (273,445) (87,844) (107,161)
Second Lien early repayment cost (25,907) (25,907)
Interest on leases (2,337) (2,969) (710) (938)
Revolving facility availability fee (2,409) (2,264) (763) (789)
Net exchange losses on foreign
currency transactions
(4,085) (1,021) (651) (2,381)
Other fnancial costs (768) (784) (309) (170)
Financial costs (449,413) (280,483) (252,900) (111,439)
Net fnancial costs (436,118) (272,099) (252,444) (110,250)

As a result of the Board of Director's decision, taken on 28 September 2020, to refnance its existing borrowing facilities using a new borrowing facility and proceeds of a primary share ofering pursuant to the Group's IPO, the carrying value of the existing borrowing facilities was modifed to refect an earlier expected full repayment date of 14 October 2020. As a result of this decision, the carrying value of the existing borrowing facilities at amortized cost increased by PLN 136,716 and an equivalent amount of deferred borrowings cost was recognized as a non-cash fnancial expense. The repayment of the Second Lien Facility before the termination due date triggered an additional PLN 25,907 of early repayment charges to be accrued at the balance sheet date.

11. Income tax expense

9 months ended
30.09.2020
9 months ended
30.09.2019
3 months ended
30.09.2020
3 months ended
30.09.2019
Current income tax on profts (167,163) (99,316) (64,576) (35,914)
(Increase)/Decrease in net deferred
tax liability
33,151 21,742 17,605 8,939
Income tax expense (134,012) (77,574) (46,971) (26,975)

Income tax expense is recognised based on management's estimate of the weighted average efective annual income tax rate expected for the full fnancial year. The estimated average annual tax rate used for the period ended 30 September 2020 is 45.9%, compared to 22.4% for the nine months ended 30 September 2019 (see note 17.3).

The majority of the Group's taxable income is generated in Poland and is subject to taxation according to the Corporate Income Tax Act (referred to as 'CIT'). The CIT rate in Poland is 19%. Luxembourg companies are subject to taxation at a 24.94% rate.

The management reviews from time to time the approach adopted in preparing tax returns where the applicable tax regulations are subject to interpretation. In justifed cases, a provision is established for the expected tax payable to tax authorities.

12. Earnings per share

The amounts in this note are provided in PLN and not in thousand PLN.

Basic earnings per share are calculated by dividing the net proft for the period attributable to ordinary equity holders of the Parent Company decreased by preferential cumulative dividend, by the weighted average number of ordinary A1 and A2 shares. The average number of ordinary shares was calculated including the conversion efect using multipliers for A1 and A2 shares. B1, B2, C1 and C2 shares were granted to the key Management and selected other managers with the determined vesting period and were excluded from the earnings per share calculation. B and C series shares are considered to have potential dilutive efect on the EPS calculation, however are not considered dilutive due to the fact that an exit event is considered as a contingently issuable feature. As the vesting conditions are not met at closing dates no dilutive efect is triggered by B and C shares.

The holders of Preference Shares were entitled to receive a preferential cumulative dividend and therefore the net proft attributable to the owners of the Group was adjusted by the dividends due to Preference Shares. The accrued value of the preference shares was fully settled with new Ordinary Shares as a result of the share conversion, described in detail in note 21, made in connection with the completion of the Group's IPO described in note 23.

On the basis of the market value of 1,000,000,000 new Ordinary Shares, valued at the IPO price of 43 zloty per share, multipliers were calculated to convert each class of shares into equivalent new Ordinary Shares. The market value of the 1,000,000,000 new Ordinary Shares was frst attributed to the Preference Shares at original cost plus accrued interest with the residual value allocated to the classes of the ordinary shares. The resulting attributed values of each class of share was then used to calculate the allocation of new Ordinary Shares to each class.

9 months ended
30.09.2020
9 months ended
30.09.2019
Net proft attributable to equity holders of the Parent Company 158,278,251 268,484,297
Preference annual interest (754,495,305) (794,755,045)
Proft/(Loss) for ordinary shareholders (596,217,054) (526,270,748)
Average number of ordinary shares 712,881,785 711,253,184
Proft/(Loss) per ordinary share (basic) (0.84) (0.74)
Proft/(Loss) per ordinary share (diluted) (0.84) (0.74)
3 months ended
30.09.2020
3 months ended
30.09.2019
Net proft attributable to equity holders of the Parent Company (130,631,747) 73,034,265
Preference annual interest (248,100,973) (223,377,497)
Proft/(Loss) for ordinary shareholders (378,732,720) (150,343,232)
Average number of ordinary shares 716,085,880 711,253,184
Proft/(Loss) per ordinary share (basic) (0.53) (0.21)
Proft/(Loss) per ordinary share (diluted) (0.53) (0.21)

95

NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

13. Trade and other receivables

The value of the Group's trade and other receivables was as follows:

30.09.2020 31.12.2019
Trade receivables, gross 493,934 421,568
Impairment of trade receivables (63,648) (40,486)
Trade receivables, net 430,286 381,082
Other receivables 21,459 15,720
Total 451,745 396,802

The Group's receivables comprise amounts due from companies and individuals and their concentration level is low. The Group does not have signifcant trade receivables in foreign currencies. The Group's receivables were pledged as security in accordance with the Borrowing Agreements acceded to by the Group's companies.

14. Cash and cash equivalents

At the balance sheet date cash and cash equivalents comprised:

30.09.2020 31.12.2019
Bank deposits 420,748 64,004
Cash at bank 266,877 315,655
Cash equivalents 37,553 24,209
Cash in hand 9 9
TOTAL 725,187 403,877

Cash equivalents comprise payments in transit made by the Group's customers via electronic payment channels.

As at 30 September 2020 and 31 December 2019 the Group had no restricted cash.

15. Borrowings

At the balance sheet date borrowings comprised:

30.09.2020 31.12.2019
Loans 5,792,902 6,001,174
Long term borrowings 5,792,902 6,001,174
Loans: 370,152 335,741
Interest
Principal 370,152 335,741
Short term borrowings 370,152 335,741
TOTAL BORROWINGS 6,163,054 6,336,915

16. Other financial liabilities

At the balance sheet date other fnancial liabilities comprised:

30.09.2020 31.12.2019
Other fnancial liabilities 110,678 36,893
Long term 110,678 36,893
Other fnancial liabilities 2,032
Short term 2,032
TOTAL OTHER FINANCIAL LIABILITIES 110,678 38,925

Borrowings with foating interest rates expose the Group to the risk of changes in cash fows. The Group dynamically assesses its exposure to interest rate change risk. That risk is partially mitigated by cash deposits bearing foating interest and by interest rate swap contracts ('IRS').

On 26 and 29 June 2020 the Group entered into foating to fxed interest rate hedges on a nominal value of 2 billion PLN for interest payments due between 30 June 2022 and 30 June 2024. Those transactions have the efect of extending cash fow hedging coverage of foating rate interest risk on borrowings by two years to 30 June 2024.

In light of refnancing described in Note 23, management considered whether existing hedge accounting should be continued. Because the new loans fall within the defnition of the designated hedged item and share similar characteristics to the previous loans, the original hedge accounting continues to exist after the refnancing transaction.

In measuring the fair value of interest rate swaps, the Group uses the present value of future cash fow based on observable income curves. At 30 September 2020, the Warsaw Interbank Ofer Rate 3 Months (Wibor 3M) had decreased by 149 bps in comparison with 31 December 2019, resulting in interest rate swap liabilities increasing signifcantly.

17. Deferred tax

17.1 DEFERRED TAX ASSETS

The deferred tax assets at the balance sheet date comprised temporary diferences attributable to:

30.09.2020 31.12.2019
Accrued expenses 40,842 28,445
Liabilities to employees 21,348 14,818
Cash fow hedges 9,708
Impairment of trade receivables 9,835 6,500
Other items 10,174 9,242
Total deferred tax assets 82,199 68,713
Deferred tax assets pursuant to set-of rules (81,913) (59,001)
Net deferred tax assets 286 9,712
Accrued
expenses
Liabilities to
employees
Other Ofsetting Total
As at 31.12.2019 28,445 14,818 25,450 (59,001) 9,712
(Charged)/credited to proft or loss 12,397 6,530 1,910 (22,912) (2,075)
(Charged)/credited to OCI (7,351) (7,351)
As at 30.09.2020 40,842 21,348 20,009 (81,913) 286

17.2 DEFERRED TAX LIABILITIES

The deferred tax liabilities at the balance sheet date comprised temporary diferences attributable to:

30.09.2020 31.12.2019
Intangible assets 670,847 687,760
Loan valuation 5,752 4,767
Property, plant and equipment 4,343 3,736
Other items 9,253 6,246
Total deferred tax liabilities 690,195 702,509
Deferred tax liabilities pursuant to set-of rules (81,913) (59,001)
Net deferred tax liabilities 608,282 643,508
Recognition
of intangible
assets
Other Ofsetting Total
As at 31.12.2019 687,760 14,749 (59,001) 643,508
Charged/(credited) to proft or loss (16,913) 4,599 (22,912) (35,226)
As at 30.09.2020 670,847 19,348 (81,913) 608,282

17.3 DEFERRED INCOME TAX

The deferred income tax calculation is based on the Group's best estimates. The Group intends to continue to analyse the Group's deferred income tax at each future balance sheet date.

Unrecognized tax losses of PLN 60,149 were incurred by Adinan Seniorco in 2019 and PLN 55,067 in 2020. The subsidiary is not likely to generate taxable income in the foreseen future.

As a result of tax losses incurred by some Group's Luxembourg subsidiaries for which no deferred tax asset is recognized as either those entities likely will not generate taxable income in the foreseeable future or those losses will not be utilized due to pending mergers. These irrecoverable tax losses related to interest paid on debt held, interest rate swap contracts, certain IPO related costs and certain debt refnancing costs.

18. Liabilities to employees

MOVEMENTS IN LIABILITIES TO EMPLOYEES

31.12.2019 Charged Reversed Utilised 30.09.2020
Employee incentive program (LTI) 19,111 5,781 24,892
Provision for pensions and disability
pensions
3,451 3,451
Long-term liabilities to employees 22,562 5,781 28,343
Bonus provision 47,628 70,736 (2,515) (46,497) 69,352
Unused holiday provision 11,428 99,309 (93,123) 17,614
Provision for pensions and disability
pensions
31 31
Other 527 813 (567) 773
Short-term liabilities to employees 59,614 170,858 (2,515) (140,187) 87,770
TOTAL 82,176 176,639 (2,515) (140,187) 116,113

19. Trade and other liabilities

Trade and other liabilities at the balance sheet date comprised:

30.09.2020 31.12.2019
Trade liabilities 366,525 207,147
Contract and refund liabilities 105,202 70,422
VAT liabilities 52,705 52,259
Social insurance and other tax liabilities 12,517 9,768
Other liabilities 6,412 9,565
TOTAL 543,361 349,161

20. Financial assets and financial liabilities

CLASSIFICATION AND MEASUREMENT

In accordance with IFRS 9 the Group classifes fnancial assets and fnancial liabilities as: measured at fair value and measured at amortized cost. The classifcation is made at the moment of initial recognition and depends on business model for managing fnancial assets adopted by the Group and the characteristics of contractual cash fows from these instruments.

The Group holds the following fnancial instruments:

Notes 30.09.2020 31.12.2019
Financial assets at amortised cost 1,184,243 810,003
Loans granted 5,322 9,324
Loans receivables 1,989
Trade receivables and other receivables* 13 451,745 396,802
Cash and cash equivalents 14 725,187 403,877

* excluding tax-related settlements

Notes 30.09.2020 31.12.2019
Liabilities at amortised cost 6,535,991 6,596,837
Trade and other liabilities* 19 372,937 216,712
Borrowings 15 6,163,054 6,336,915
Written put option liability 43,210
Financial liabilities at fair value through OCI 110,678 38,925
Derivative fnancial instruments (cash fow hedge) 16 110,678 38,925

* excluding tax-related settlements and contract liabilities

The amortised cost of a fnancial asset or fnancial liability is defned as the amount at which the fnancial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the efective interest method of any diference between that initial amount and the maturity amount and, for fnancial assets, adjusted for any loss allowance.

The Group derecognises a fnancial asset when the contractual rights to the cash fows from the fnancial asset expire, or when it transfers the fnancial asset and the transfer qualifes for derecognition. Financial asset transfer occurs when rights to cash fows are transferred or rights to cash fows are retained but the entity enters into so-called "pass-through arrangement" which meets the criteria as set out in IFRS 9. Therefore, derecognition is not limited to the cases of transfer of rights to cash fows, but to the broader term of "fnancial asset transfer".

An entity transfers a fnancial asset if it transfers the contractual rights to receive the cash fows of the fnancial asset, or if it retains the contractual rights to receive the cash fows of the fnancial asset, but assumes a contractual obligation to pay the cash fows to one or more recipients.

The Group derecognizes a fnancial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a fnancial liability when its terms are modifed and the cash fow of modifed liability are substantially diferent, in which case a new fnancial liability based on the modifed terms is recognized at fair value.

Derivative fnancial instruments designated as hedging instruments are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their current fair value. Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria, they are classifed as 'held for trading' for accounting purposes and are accounted for at fair value through proft or loss.

Efectiveness of cash fow hedge was tested and is 100%. Therefore all changes were recognized in Other Comprehensive Income.

21. Note to the statement of changes in equity

The amounts in this note are provided in PLN and not in thousand PLN.

As at 31 December 2019, the Group's share capital was PLN 434,245,523 divided into 10,295,789,705 shares with a par value of PLN 0.0422 each. The capital was originally issued in EUR with a par value of 10 eurocents.

On 29 September 2020 an extraordinary shareholders meeting of the Parent resolved to redenominate the currency of the share capital of the Parent from euro (EUR) to Polish złoty (PLN) and as the result the share capital was PLN 468,412 thousand.

The meeting of shareholders resolved to create a single new class of shares ('Ordinary Shares') and to convert all the current existing shares into the Ordinary Shares thus resulting in one billion Ordinary Shares (1,000,000,000). The new nominal value per Ordinary Share was established at the level of one polish grosz, PLN 0.01.

As the result of this conversion the issued capital was decreased to PLN 10,000,000 without cancellation of shares and without distribution of the reduction proceeds of PLN, which were transferred to Capital Reserve.

As described in the Consolidated Financial Statements of Allegro.eu (previously Adinan Super Topco S.à r.l.) Group for the years ended 31 December 2019, 31 December 2018 and 31 December 2017 (note 37), in accordance with IFRS 2, non-recourse loans provided to Management to purchase the Parent's shares are not recognized as loans but rather deducted from Equity. As the result of this reduction, the share capital as at 30 September 2020 and 31 December 2019 was decreased by PLN 330.300 and PLN 1,454,720 respectively.

Type Before
conversion
Multiplier After conversion
ORDINARY
SHARES
Subscriber Ordinary Shares 5,000,000 0.0001 605
A1 Shares 434,804,791 0.8179 355,624,294
A2 Shares 434,804,789 0.8179 355,628,890
B1 Shares 23,514,029 0.9922 23,330,750
B2 Shares 23,514,024 0.9922 23,330,996
C1 Shares 5 56,894 284,468
C2 Shares 23,923,440 0.8150 19,496,576
D3 Preference Shares 4,692,359,731 0.0310 145,647,454
D4 Preference Shares 4,692,359,729 0.0163 76,655,967
Total shares 10,330,280,538 1,000,000,000
Share price 0.042 0.010
Share value 435,700,243 10,000,000
Non-recourse loans (1,454,720) (330,300)
Share capital 434,245,522 9,669,700

The multiplier used to convert each class of shares into equivalent Ordinary Shares was calculated based on the IPO price per new Ordinary Share established at PLN 43 per share on 28 September 2020 following the close of book building.

The market value of the 1,000,000,000 Ordinary Shares was frst attributed to the Preference Shares at original cost plus accrued interest with the residual value allocated to the classes of the ordinary shares. The resulting attributed values of each class of share was then used to calculate the allocation of new Ordinary Shares to each class.

At the balance sheet date the immediate owners of the Parent's shares were:

30.09.2020 31.12.2019
Type Number of
shares
% of share
capital
Number of
shares
% of share
capital
Adagio Co-Invest L.P. 1,424,085,071 14%
Adiman SCSp 36,997,145 4% 78,899,820 1%
Cidinan S.a r.l. 417,848,014 43% 4,591,979,323 45%
Darren Huston 1,421,685 0% 12,491,387 0%
Mepinan S.a r.l.
(previously: Adinan (MEF IV) Limited)
92,855,119 10% 1,020,439,854 10%
Permira VI Investment Platform Limited 417,848,014 43% 3,167,894,250 30%
TOTAL 966,969,977 100% 10,295,789,705 100%
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WYLOGUJ SIĘ
9 months ended 30.09.2020 3 months ended 30.09.2020 As at 30.09.2020
Related party Revenues Expenses Financial income Financial costs Revenues Expenses Financial income Financial costs Receivables Payables Loans granted
Shareholder:
Mepinan S.a r.l. 206 138
Adiman SCSp 80
Cinven Partners LLP 710 297
Permira Advisers (London) Ltd 1,385 608
Management:
Loans granted 341 173 5,322
BlackPines Capital Partners Ltd 4,785 3,009
Afliates:
Polskie Badania Internetu sp. z o.o. 184 46 23
Fundacja Allegro All For Planet 23 11
TOTAL 23 7,270 341 11 4,098 173 80 23 5,322

22. Related party transactions

Transactions with related parties referred to settlements of consulting and management services and loans granted. All transactions were entered into on an arm's length basis. Transactions with Black Pines Capital Partners relate to the services provided by the Chairman of the Group.

The Group made the following related party transactions in the period ended 30 September 2020 and 30 September 2019:

9 months ended 30.09.2019 3 months ended 30.09.2019 As at 30.09.2019
Related party Revenues Expenses Financial income Financial costs Revenues Expenses Financial income Financial costs Receivables Payables Loans granted
Shareholder:
Adinan (MEF IV) Limited 234 96
Adiman SCSp 75
Cinven Partners LLP 1,647 301
Permira Advisers (London) Ltd 778 324
Management:
Loans granted 411 276 8,360
BlackPines Capital Partners Ltd 3,064 1,333
Afliates:
Polskie Badania Internetu sp. z o.o. 514 238 376 23
Fundacja Allegro All For Planet 14 1,383 306
TOTAL 14 7,620 411 238 2,736 276 75 23 8,360

Related party transactions, cont.

23.

Events occurring after the reporting period

INITIAL PUBLIC OFFERING

(numbers in PLN not thousand PLN)

On 12 October 2020 ('Listing Date'), the Parent's shares debuted on the Warsaw Stock Exchange. The Initial Public Ofering comprised 213,549,039 shares with the ofer price PLN 43 per share, giving the initial market capitalization of PLN 44 billion. In addition, Cidinan S.à r.l, Permira VI Investment Platform Limited and Mepinan S.à r.l. (together, the 'Majority Selling Shareholders') have granted to Morgan Stanley & Co. International plc as Stabilization Manager an over-allotment option to purchase up to 15% of the total number of Sale Shares. The over-allotment option was exercised in full, covering 32,032,356 shares of the Parent.

As a result, the total number of shares sold in the IPO, including the Over-allotment Option, amounts to 245,581,395 shares, which represents approx. 24% of the Parent's issued share capital.

The Group recognised PLN 60,397 thousand of costs related to preparations of the IPO in the nine month period ended 30 September 2020 and a further PLN 14,571 thousand related to share based compensations granted to employees under the Allegro Incentive Plan at the IPO.

During October a further PLN 10,857 thousand related to the shares granted to employees at the IPO was recognised as share based compensations under the Allegro Incentive Plan and brokerage fees of PLN 27,674 thousand incurred on the Primary Share issuance of 23,255,814 Ordinary Shares were recorded to Capital Reserve.

Following the IPO, all loans granted to managers under the Management Incentive Plan, both recourse and non-recourse, were repaid. The Management Incentive Plan was settled in full by the allocations of Ordinary Shares to Management and the plan ceased to operate from the date of the IPO.

Interests in shares held immediately after the Listing Date was as follows:

at the IPO date, before the exercise of
the Over-Allotment Option
at the date of these fnancial
statements, after exercise of the
Over-Allotment Option
Type Number of
Shares
% of share
capital
Number of
Shares
% of share
capital
Cidinan S.à r.l. 347 519 226 34% 321 246 322 31%
Permira VI Investment Platform
Limited
347 519 226 34% 321 246 322 31%
Mepinan S.à r.l. 77 226 499 8% 71 388 074 7%
Adiman S.C.Sp. 44 154 577 4% 0%
Free foat 206 836 286 20% 309 375 096 31%
TOTAL 1 023 255 814 100% 1 023 255 814 100%

ISSUANCE OF NEW SHARES

(numbers in PLN not thousand PLN)

Pursuant to the Group's IPO, on 2 October 2020 the General Meeting of Shareholders resolved to approve a share capital increase within the framework of the Authorized Share Capital, by issuing of 23,255,814 new ordinary shares with a nominal value of PLN 0.01 each to be sold at the IPO subscription price of PLN 43 per share for a total value of PLN 1,000,000,000.

The share capital of the Group increased from PLN 10,000,000 to PLN 10,232,558 and PLN 972,325,809 was allocated to capital reserve, when the Parent received net proceeds, after the deduction of brokerage fees, following completion of the Group's IPO on 12 October 2020.

REFINANCING TRANSACTION

(numbers in PLN not thousand PLN)

On 28 September the Board of Directors resolved to refnance the Group's existing borrowing facilities. On 29 September 2020 the Group entered into a new loan agreement ('New Facilities Agreement') providing commitments for a PLN 5,500 million, senior secured term loan facility (the 'New Senior Facility') and PLN 500 million (equivalent) multi-currency revolving credit facility ('New RCF' and together with the New Senior Facility, the 'New Facilities').

On 14 October 2020 the Group completed its refnancing transaction by drawing the full amount of borrowings under the New Facilities Agreement, receiving a net amount of PLN 5,440 million after deduction of PLN 60 million arrangement fees and expenses and, together with Allegro.eu utilizing its net proceeds from the initial public ofering of the Company's shares, applied the available funds to the repayment and discharge in full of all indebtedness outstanding under the existing borrowing facilities in the amount of PLN 6,152 million.

The maturity date for the New Senior Facility and for the New RCF is October 2025. There are no repayments due on the New Senior Facility before the fnal due date on 14 October 2025. As a result of the Refnancing Transaction, the balance of outstanding bank borrowings fell by PLN 652 million from PLN 6,152 million to PLN 5,500 million (in nominal amounts).

The New Facilities Agreement will initially bear interest at a rate per annum equal to WIBOR (or EURIBOR or LIBOR, as applicable at the Credit Facility Borrower's option) (in each case subject to a zero foor) and an initial margin of 2.25% per annum, in relation to New Senior Facility and of 1.80% per annum, in relation to the New RCF.

CHANGES IN THE MANAGEMENT BOARD OF ALLEGRO.EU

On 12 October 2020, upon the completion of the IPO and the transition of the Group to becoming a public company, the following persons resigned as planned from the Company's Board of Directors: Danielle Arendt-Michels, Gautier Laurent, Séverine Michel, Cédric Pedoni and Gilles Willy Duroy.

ACQUISITION OF OPENNET SP. Z O.O.

On 27 October 2020 Allegro Logistyka sp. z o.o. purchased 100% shares in Opennet sp. z o.o. for a cash consideration of PLN 12,286. The payment was divided into two tranches – PLN 8,393 was settled at the date of the transaction, the remaining PLN 3,893 is being payable until December 2022. The transaction was fnanced from the Group's own funds. Opennet is a leading provider of technology solutions for logistics. Together with Opennet, Allegro Logistyka acquired the team of qualifed developers.

Provisional purchase price allocation of the acquiree's balance sheet have not been prepared as at the date of these fnancial statements. Estimates of Goodwill, purchased intangible assets and carrying values of Opennet's assets and liabilities will be updated once the Group's provisional purchase price allocation analysis has been completed.

[PLN million] Opennet
As at the acquisition date 27.10.2020
Purchase consideration 12.3
Net assets (1.7)
Goodwill 10.6
Net assets acquired
Intangibles 0.1
Accounts receivable and other receivables 1.0
Cash acquired 0.9
Accounts payable and other liabilities (0.3)
Net assets 1.7
Purchase consideration 12.3
Cash and cash equivalents acquired (0.9)
Cash fow used in acquisition 11.4

APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF BY:

Francois Nuyts

Director

Jonathan Eastick

Director