Allegro.eu S.A. — M&A Activity 2022

Apr 1, 2022

Date: 1 April 2022

Current report No.: 16/2022

Title: Closing of the acquisition of Mall Group a.s. and WE|DO CZ s.r.o.

Legal basis: Article 17 of MAR - inside information

Acting on the basis of Art. 17 sec. 1 of Regulation (EU) No. 596/2014 ofthe European Parliament and of the Council of 16 April 2014 on marketabuse (market abuse regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC (_quot;MAR_quot;),

with reference to: (i) current report No. 14/2021 of 4 November 2021 onthe execution of an agreement to acquire Mall Group a.s. and WE|DO CZs.r.o. (the _quot;SPA_quot;), (ii) current report No. 19/2021 of 2 December 2021on the fulfilment of the first condition precedent stipulated in theSPA, (iii) current report No. 21/2021 of 13 December 2021 on thefulfilment of another condition precedent stipulated in the SPA, (iv)current report No. 22/2021 of 17 December 2021 on the fulfilment ofanother condition precedent stipulated in the SPA, (v) current reportNo. 23/2021 of 31 December 2021 on the carve-out of Vivantis a.s. fromthe Mall Group a.s. capital group, (vi) current report No. 1/2022 of 13January 2022 on the fulfilment of another condition precedent stipulatedin the SPA, (vii) current report No. 4/2022 of 24 January 2022 on theextension of the merger approval proceedings conducted by the Polishantitrust authority, (viii) current report No. 5/2022 of 24 January 2022on the fulfilment of another condition precedent stipulated in the SPA,(ix) current report No. 11/2022 of 2 March 2022 on the fulfilment of thefinal condition precedent stipulated in the SPA and (x) current reportNo. 15/2022 of 24 March 2022 on setting the date of the Closing, theBoard of Directors (the _quot;Board_quot;) of Allegro.eu (the _quot;Company_quot;,_quot;Allegro.eu_quot;) hereby informs that the Transaction has been completed andthe transfer of legal title to the shares in Mall Group a.s. and WE|DOCZ s.r.o. (jointly the _quot;Target_quot;) to Allegro.pl sp. z o.o., a Polishsubsidiary of the Company (_quot;Allegro.pl_quot;), took place (the _quot;Closing_quot;).

The Closing was preceded by fulfilment of conditions precedent set outin the SPA, which included: (i) obtaining consents of the appropriateantitrust authorities, i.e. Czech Republic, Republic of Poland, SlovakRepublic, Republic of Slovenia, and Ukraine and (ii) obtaining FDIclearance in Republic of Slovenia. Pursuant to the issue of the currentreports listed above, the Company informed on the completion of each andevery one of these conditions precedent.

During the Closing:

- Allegro.eu has initially acquired 47 shares in Mall Group a.s.representing 47% of its share capital; and

- Allegro.pl has acquired the remaining shares in Mall Group a.s (53shares representing 53% of the share capital) and all the shares inWE|DO CZ s.r.o.

As the carve-out of Vivantis a.s. took place prior to the Closing, thisbusiness has not been subject to the Transaction.

The Price for which the Target was acquired has been settled in thefollowing way:

(i) The price for all the shares in WE|DO CZ s.r.o. has been paid byAllegro.pl in cash and amounted to EUR 14,000,000;

(ii) The price for the 53 shares in Mall Group a.s. has been paid byAllegro.pl in cash and amounted to EUR 459,510,138;

(iii) The price for the 47 shares in Mall Group a.s. acquired byAllegro.eu was left outstanding. In accordance with the SPA, ECInvestments a.s., BONAK a.s. and Rockaway e-commerce a.s. (jointly the_quot;Subscribers_quot;) and Allegro.eu at Closing entered into an interest freeloan agreement on (_quot;IFL Agreement_quot;) documenting the claim held by eachof the Subscribers in the aggregate amount PLN 1,883,673,203.22;

(iv) On Closing, Allegro.eu's share capital was increased by an amountof PLN 336,490.39 so as to raise it from its amount of PLN 10,232,558.14to PLN 10,569,048.53 by creating and issuing a total number of33,649,039 new ordinary shares (the _quot;New Shares_quot;) each having a nominalvalue of PLN 0.01;

(v) The New Shares were paid up by the Subscribers through a cashcontribution by off-set (compensation within the meaning of article420-23 (5) of the Luxembourg law dated 10 August 1915 on commercialcompanies (as amended) against the claims arising out of the IFLAgreement, totalling up to PLN 1,883,673,203.22. The subscription priceamounted to PLN 55.98 per New Share.

Taking into consideration the listing of Allegro.eu shares on the WarsawStock Exchange, the Board prepared a report on the increase of theCompany's share capital through a cash contribution by off-set ofreceivables (in accordance with the procedure described above) which isreferred to in Article 6a of the Polish Act of 29 July 2005 on PublicOffering, the Conditions Governing the Introduction of FinancialInstruments to Organised Trading, and on Public Companies. The reportwas then assessed by an auditor in terms of its authenticity andreliability. The Board's report and the auditor's evaluation report areattached to this report.

Moreover, immediately following the Closing, Allegro.eu made an in-kindcontribution of the 47 shares in Mall Group a.s. to Adinan Midco S._#224;r.l., which in turn immediately made an in-kind contribution of the 47shares in Mall Group a.s. to Allegro.pl.

Therefore, following the settlement of the Price, as of 1 April 2022Allegro.pl owns 100% of shares in Mall Group a.s. and WE|DO CZ s.r.o.and Allegro.eu does not directly own any shares in the Target.

Moreover, Allegro indicates that in accordance with the SPA the Pricestill remains subject to the post-Closing price adjustment mechanismunder which the final Price might be increased by up to EUR 50 millionof price adjustment based on specific short-term objectives connectedwith EBITDA/GMV margin and GMV growth in the Target's financial year2022, ending on 31 March 2022. The potential amount of such increaseshall be paid in cash after the completion of the statutory audit of theTarget's financial year ending 31 March 2022 which should be finalizedwithin 6 months. However, in the Board's view application of thismechanism is unlikely. Nevertheless, if the price adjustment mechanismproves to be applicable, Allegro.eu will inform about the Price increasein a separate current report.

In addition, as a part of the Closing, the entire outstandingindebtedness of the Target towards its financing banks and formershareholders in the amount of approx. EUR 115.3 million has been settledwith a loan from Adinan Midco S._#224; r.l.

Capitalized terms used but not defined in this current report have themeanings ascribed to them in current report No. 14/2021 of 4 November2021.

Allegro.eu is a Luxembourg public limited liability company (soci_#233;t_#233;anonyme), registered office: 1, rue Hildegard von Bingen, L - 1282Luxembourg, Grand Duchy of Luxembourg, R.C.S. Luxembourg: B214830.