Allegro.eu S.A. — M&A Activity 2022

Jan 24, 2022

Date: 24 January 2022

Current report No. 4/2022

Title: Inside information - extension of the merger approval proceedingsconducted by the Polish antitrust authority

Legal basis: Art. 17 sec. 1 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: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;),the Board of Directors of Allegro.eu (the _quot;Company_quot;, _quot;Allegro.eu_quot;)hereby gives notice that on 21 January 2022 it learned that thePresident of the Office of Competition and Consumer Protection (the"OCCP"), as the antimonopoly authority in Poland, has issued an order toextend the merger approval proceedings by moving the proceedings to theso-called second stage.

It follows from the above that the one month statutory time limit forissuing a decision by the OCCP is extended by four months. Thesedeadlines do not include periods of waiting for Allegro.pl sp. z o.o.'s(subsidiary of the Company being the applicant in the proceedings)response to OCCP's requests to remove deficiencies or supplementinformation provided in the notification.

According to the OCCP's decision, the proceedings were extended owing tothe particularly complex nature of the case as well as the need forUOKiK to conduct market research before issuing a decision. The researchis to cover both competitors and contractors of the parties to theconcentration in order to verify the market shares of Allegro.pl sp. zo.o. and to learn about the opinions of market participants on theconcentration, including as to potential threats.

The Company notes that the OCCP's passing a decision approving theexecution of the Transaction is a condition precedent on whichcompletion of the Transaction is contingent.

Currently, as at the date on which this current report was published,four conditions precedent stipulated in the SPA have been fulfilled,relating to (i) the FDI clearance in Slovenia (in accordance withcurrent report No. 19/2021), (ii) consent of the Office for theProtection of Competition, as the antimonopoly authority in the CzechRepublic, to complete the Transaction (in accordance with current reportNo. 21/2021), (iii) consent of the Antimonopoly Office, as theantimonopoly authority in the Slovak Republic, to complete theTransaction (in accordance with current report No. 22/2021), and consentof the Antimonopoly Committee of Ukraine to complete the Transaction (inaccordance with current report No. 1/2022).

At the same time, the two other conditions precedent stipulated in theSPA with regard to the clearance from the relevant antimonopolyauthorities and mentioned in current report No. 14/2021 of 4 November2021 are yet to be fulfilled, i.e. the condition to obtain the OCCP'sconsent and the condition to obtain a consent of the antitrust authorityin Slovenia.

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