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Allegro.eu S.A. M&A Activity 2022

Mar 2, 2022

5494_rns_2022-03-02_c8a34f18-2bf0-4f48-b943-74f6f3d95335.html

M&A Activity

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Date: 2 March 2022

Current report No. 11/2022

Title: Inside information - fulfilment of the final condition precedentstipulated in the agreement on the acquisition of Mall Group a.s. andWE|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 on the execution ofagreement to acquire Mall Group a.s. and WE|DO CZ s.r.o. (the _quot;SPA_quot;),(ii) current report No. 19/2021 of 2 December 2021 on the fulfilment ofthe first condition precedent stipulated in the SPA, (iii) currentreport No. 21/2021 of 13 December 2021 on the fulfilment of anothercondition precedent stipulated in the SPA, (iv) current report No.22/2021 of 17 December 2021 on the fulfilment of another conditionprecedent stipulated in the SPA, (v) current report No. 23/2021 of 31December 2021 on the carve-out of Vivantis a.s. from the Mall Group a.s.capital group, (vi) current report No. 1/2022 of 13 January 2022 on thefulfilment of another condition precedent stipulated in the SPA, (vii)current report No. 4/2022 of 24 January 2022 on the extension of themerger approval proceedings conducted by the Polish antitrust authority,and (viii) current report No. 5/2022 of 24 January 2022 on thefulfilment of another condition precedent stipulated in the SPA, theBoard of Directors of Allegro.eu (the _quot;Company_quot;, _quot;Allegro.eu_quot;) herebygives notice that on 2 March 2022 it learned that the Office ofCompetition and Consumer Protection, as the antimonopoly authority inPoland, has granted it consent to the execution of the Transaction.

Therefore, the final condition precedent on which completion of theTransaction is contingent has been fulfilled. The Company providedinformation on the fulfilment of condition precedent relating to (i) theFDI clearance in Slovenia in current report No. 19/2021, (ii) consent ofthe Office for the Protection of Competition in the Czech Republic tocomplete the Transaction in current report No. 21/2021, (iii) consent ofthe Antimonopoly Office in the Slovak Republic to complete theTransaction in current report No. 22/2021, (iv) consent of theAntimonopoly Committee of Ukraine to complete the Transaction in currentreport No. 1/2022, and (v) consent of the State Competition ProtectionAgency of the Republic of Slovenia to complete the Transaction incurrent report No. 5/2022.

As a result, as at the publication date of this current report, all theconditions precedent stipulated in the SPA have been fulfilled. TheCompany will inform of the date of the Closing, as well as final termsof the Closing, including the Price, in a separate current report.

Capitalised 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 (soci_#233;t_#233; anonyme), registeredoffice: 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy ofLuxembourg, Luxembourg Business Register: B214830.