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Allegro.eu S.A.

Quarterly Report Sep 28, 2023

5494_ir_2023-09-27_00788e5d-aeff-4d3e-b82e-318557310a38.pdf

Quarterly Report

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HALF-YEAR REPORT OF ALLEGRO.EU GROUP

for six month period ended 30 June 2023

TABLE OF CONTENTS

I. GENERAL INFORMATION 5
1. Defnitions 6
2. Introduction 10
3. Forward-looking statements 11
4. Presentation of Financial Information 12
II. MANAGEMENT REPORT 17
1. Selected consolidated fnancial and operational highlights 18
2. Management's discussion and analysis of fnancial condition and result of operations 20
3. Important events 48
4. Recent trading 50
5. Expectations and targets for Q3 2023 51
6. Signifcant events after the end of the reporting period 52
7. Principal risks and uncertainties 53
8. Shareholders of ­Allegro.eu 56
9. Related parties transactions 57
Appendix 1. Reconciliation of the key Alternative Performance Measures
to the Financial Statements 58
Appendix 2. Summary of consolidated statements of comprehensive
income for the Group 67

NOTES TO THE INTERIM CONDENSED CONSOLIDATED

III. FINANCIAL STATEMENTS 71
Responsibility statement 72
Report on Review of Interim Condensed Consolidated Financial Statements 74
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 77
Interim Condensed Consolidated Statement of comprehensive income 78
Interim Condensed Consolidated Statement of fnancial position 80
Interim Condensed Consolidated Statement of changes in equity 82
Interim Condensed Consolidated Statement of cash fows 84
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
87
1. General information 88
2. Basis of preparation 89
3. Summary of changes in signifcant accounting policies 90
4. Information on material accounting estimates 91
5. Signifcant changes in the current reporting period 94
6. Group structure 96
7. Approval of the Interim Condensed Consolidated Financial Statements 100
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
STATEMENT OF COMPREHENSIVE
INCOME
103
8. Segment information 104
9. Revenues from contracts with customers 112
10. Financial income and fnancial costs 115
11. Income tax expense 116
12. Earnings per share 118
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
STATEMENT OF FINANCIAL
POSITION
120
13. Trade and other receivables 121
14. Consumer loans 122
15. Cash and cash equivalents 124
16. Trade and other liabilities 125
17. Financial assets and fnancial liabilities 126
18. Related party transactions 128
19. Events occurring after the reporting period 130

-

NOTES TO THE INTERIM CONDENSED CONSOLIDATED

-

-

NOTES TO THE INTERIM CONDENSED CONSOLIDATED

-

-

-

I.

GENERAL INFORMATION

1. Definitions

"1P" First-party.
"3P" Third-party.
"9M" Nine-month period ended 30 September for a given year.
"AIP" Allegro Incentive Plan.
"Allegro" Allegro sp. z o.o. (from 1 July 2022, previously Allegro.pl sp. z o.o.).
"Allegro
International
Segment"
Newly created segment covering B2C, trading on territory of the Czech Republic, comprising
the online marketplace and relevant services such as consumer lending and logistics
operations (includes solely Allegro.cz trading conducted by the Allegro sp. z o.o. legal entity).
"Allegro Pay" Allegro Pay sp. z o.o.
"APMs" or
"Lockers"
Automated Parcel Machines.
"BaaS" Banking-as-a-Service.
"BNPL" Buy Now Pay Later.
"Board" Board of Directors of Allegro.eu
"Ceneo.pl" Ceneo.pl sp. z o.o.
"CEE" Central and Eastern Europe.
"CE-5" Five countries in Central Europe where Mall Group operates: Croatia, Czech Republic,
Hungary, Slovakia, Slovenia.
"Cinven" Depending on the context, any of, or collectively, Cinven Partnership LLP, Cinven Holdings
Guernsey Limited, Cinven (Luxco 1) S.A. and their respective "associates" (as defned in the
UK Companies Act 2006) and/or funds managed or advised by any of the foregoing.
"Company" or
"Allegro.eu"
Allegro.eu, 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.
"CPC" Cost Per Click.
"eBilet" eBilet Polska sp. z o.o.
"EC" European Commission.
"EU" European Union.
"excl. Mall" excluding relevant information for the Mall Group a.s. and WE DO CZ s.r.o. and their operating
direct and indirect subsidiaries.
"FY" A fnancial year of the Group ending on 31 December of the relevant civil year.
"GMV" Gross merchandise value.
"Group" Allegro.eu and its consolidated subsidiaries.
"IAS" International Accounting Standards as adopted by the EU.
"IFRS" International Financial Reporting Standards, as adopted by the EU.
"IPO" The initial public ofering of the shares of the Company on the WSE.
"incl. Mall" including relevant information for the Mall Group a.s. and WE DO CZ s.r.o. and their operating
direct and indirect subsidiaries.
"International
Operations"
Sum of "Mall Segment" and "Allegro International Segment", after inter-segment eliminations.
"IT" Information Technology
"H1" First half of a given year, six-month period ended 30 June.
"H2" Second half of a given year, six-month period ended 31 December.
"Key Managers" Person Discharging Managerial Responsibilities, jointly: Members of the Board of Directors
of Allegro.eu, Management Board Members of Allegro and – only for Q1'22 Management
Board Members of Ceneo.pl. Following the Mall Group Acquisition, starting from April 1st
2022, Ceneo.pl Management Board Members were no longer considered Key Managers of the
enlarged Group.

Unless otherwise required by the context, the following defnitions shall apply throughout the document:

"Lockers" or
"APMs"
Automated Parcel Machines.
"LTM" Last twelve months. Represents twelve months preceding the end of a period.
"Luxembourg" The Grand Duchy of Luxembourg.
"Mall Group" Mall Group a.s., including its operating direct and indirect subsidiaries.
"Mall Group
Acquisition"
Acquisition of the Mall Group a.s. and WE DO CZ s.r.o., announced on 4 November 2021 and
closed on 1 April 2022.
"Mall Segment" Mall Group a.s. and WE DO s.r.o. (CZ) and their operating direct and indirect subsidiaries as
of H1 2023: WE DO s.r.o (SK), Internet Mall a.s., Internet Mall Hungary Kft, Mimovrste, spletna
trgovina d.o.o., Internet Mall Slovakia s.r.o., Internet Mall d.o.o., Netretail sp. z.o.o. in liquidation,
m-HU Internet Kft., CZC.cz s.r.o., AMG Media a.s. These entities comprise the "Mall Segment"
reportable in the Group's fnancial statements.
"MOV" Minimum order value necessary to receive a service or a discount.
"N/A" Not applicable.
"NDD" Next Day Delivery.
"OCCP" Ofce of Competition and Consumer Protection (in Polish: Urząd Ochrony Konkurencji
i Konsumentów, UOKIK).
"Permira" Depending on the context, any of, or collectively, Permira Holdings Limited, Permira Credit
Managers Limited, Permira Advisers (London) Limited, Permira Advisers LLP and each of
Permira Holdings Limited's subsidiary undertakings from time to time, including the various
entities that individually act as advisers or consultants in relation to the funds advised and/or
managed by Permira.
"PLN" or "złoty" Polish złoty, the lawful currency of Poland.
"Poland" The Republic of Poland.
"Polish
Operations"
Allegro.eu S.A., Allegro Treasury S.à r.l. and its consolidated subsidiaries operating in Poland,
being the sum of "Allegro", "Ceneo" and "Other" reportable segments, after inter-segment
eliminations: Allegro sp. z o.o. (previously operating under the name: Allegro.pl sp. z o.o.),
Allegro Pay sp. z o.o., Allegro Finance sp. z o.o., Opennet.pl sp. z o.o. and SCB Warszawa sp.
z o.o. w likwidacji (previously SkyNet Customs Brokers sp. z o.o.) together form the "Allegro
Segment"; Ceneo.pl sp. z o.o. forms the "Ceneo Segment"; Allegro Treasury S.à r.l., Allegro.eu
S.A. and eBilet Polska sp. z o.o. together form the "Other Segment".
"pp" Percentage points.
"PPA" Purchase Price Allocation.
"PPC" Pay Per Click.
"PSU" Performance Share Unit plan which represents part of AIP.
"Q1" First quarter of a given year, a three-month period ended 31 March.
"Q2" Second quarter of a given year, a three-month period ended 30 June.
"Q3" Third quarter of a given year, a three-month period ended 30 September.
"Q4" Fourth quarter of a given year, a three-month period ended 31 December.
"QoQ" Quarter over quarter, i.e. sequential quarterly change.
"Report" This interim report of the Company for the six month periods ended 30 June 2023.
"RSU" Restricted Stock Unit plan which represents part of AIP.
"SDG" Sustainable Development Goals
"Senior
Managers"
Individuals, in addition to the Board of Directors, considered relevant to establishing that the
Group has the appropriate expertise and experience for the management of the business.
"Signifcant
Shareholders"
Cidinan S.à r.l., representing the interests of Cinven & Co-Investors, Permira VI Investment
Platform Limited, representing the interests of Permira & Co-Investors, Mepinan S.à r.l.,
representing the interests of Mid Europa Partners Funds.
"SPA" Share purchase agreement to acquire Mall Group a.s. and WE DO CZ s.r.o. that Allegro.eu
and Allegro entered into on 4 November 2021.
"UOKiK or
OCCP"
Polish Ofce for Competition and Consumer Protection (Urząd Ochrony Konkurencji
i Konsumentów).
"WE DO " WE DO CZ s.r.o. and its operating subsidiary WE DO Slovakia s.r.o.
"WIBOR" The Warsaw Interbank Ofered Rate is the average interest rate estimated by leading banks in
Warsaw that the average leading bank would be charged if borrowing from other banks. Unless
specifed otherwise, this refers to three-month WIBOR for loans for a three-month period.
"WSE" The Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) and, unless
the context requires otherwise, the regulated market operated by such a company.
"YoY" Year over year.
"YTD" Year-to-date.

This is the report relating to the six month period ended 30 June 2023 of Allegro.eu, 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 summarises 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 and Ceneo.pl are the Group's key operating companies in Poland and are both entities incorporated under the laws of Poland. The Group also operates eBilet, which is the leading event ticket sales site in Poland. The Group's fntech operations in Poland are conducted through another Polish subsidiary, Allegro Pay.

From 1st April 2022, the Allegro.eu Group includes also the Mall Group, a leading e-commerce platform across Central and Eastern Europe and WE|DO, a last mile delivery business. Mall Group operates as an online retailer, using three diferent brands across multiple shopping verticals in the Czech Republic, Slovakia, Slovenia, Hungary, Croatia, and Poland. WE|DO provides last mile distribution services in the Czech Republic and Slovakia, counting the Mall Group as one of its key customers. Both Mall Group and WE|DO have been acquired as 100% subsidiaries of Allegro. Together they form the "Mall Segment" of the Group's operations.

2. Introduction

In May 2023 the Group launched its third party marketplace in the Czech Republic, Allegro.cz, starting a new phase in Group's international expansion. Results of Allegro.cz operations are reported in a newly formed Allegro International Segment, which together with the Mall Segment comprises the Group's "International Operations".

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

At the date of the Report, (i) 24.88% of the issued shares of the Company are controlled by Cidinan S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered ofce at 4,rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés, Luxembourg) under number B204672 ("Cidinan S.à r.l."), representing the interests of Cinven & Co-Investors, (ii) 24.88% by Permira VI Investment Platform Limited, representing the interests of Permira & Co-Investors, and (iii) 5.53% by Mepinan S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered ofce at 163, rue du Kiem, L-8030 Strassen, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés, Luxembourg) under number B246319 ("Mepinan S.à r.l."),representing the interests of Mid Europa Partners Funds. The remaining 44.72% is owned by other shareholders amongst which is the management of the Allegro.eu Group. 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 in accordance with the articles of association of the Company.

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 orthat include the words "targets," , "guidance," "believes," "expects," "aims," "intends," "will," "may," "anticipates," "would," "could", or similar expressions orthe 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 fnancial 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.

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.

3. Forward-looking statements

Unless otherwise stated, the fnancial information in this Report has been prepared in accordance with International Financial Reporting Standards 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.

4.

Presentation of Financial Information

Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés, Luxembourg) under number B65477, has reviewed the Interim Financial Statements in its capacity as independent statutory auditor (réviseur d'entreprises agréé) of the Company.

Alternative Performance Measures

The Group has included certain alternative performance measures in this Report, including, among others: GMV, EBITDA, Adjusted EBITDA, Adjusted EBITDA/net revenue, Adjusted EBITDA/GMV, total capital expenditure, capitalised development costs, 1P gross margin, other capital expenditure, net debt, net leverage, and working capital.

Historical Financial Information

This Report includes the consolidated fnancial information of the Group as of 30 June 2023 and for the six-month periods ended 30 June 2023 and 30 June 2022, which have been derived from the reviewed interim condensed consolidated fnancial statements of the Group as of and for the six-month periods ended 30 June 2023 and 30 June 2022, 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, having its registered ofce at 2, rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg, Grand Duchy of Luxembourg and registered with the

The Group has defned the alternative performance measures as follows:

"1P Gross Margin" means the diference between the 1P retail revenue and cost of goods sold (comprising purchasing costs, purchasing rebates, packaging, delivery costs, inventory valuation reserves, shortages and damages) divided by 1P retail revenue;

"EBITDA" means operating proft before depreciation and amortisation and impairment losses of non-current non-fnancial assets and decreased by reversal of such impairment losses.

"Adjusted EBITDA" means EBITDA further adjusted to exclude transaction costs, employee restructuring costs, regulatory proceeding costs, group restructuring and development costs, donations to various public beneft organisations, certain bonuses for employees, funds spent on protective equipment against COVID-19, and expenses related to share based payments in connection with the Allegro Incentive Plan;

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

"Adjusted EBITDA/revenue" means Adjusted EBITDA divided by 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 impact of tax proceedings, impairment of non-fnancial assets, any one-of fnancial expenses, such as early repayment fees and deferred amortised costs arising on refnancing arrangements, net of their tax implications;

"Capitalised development costs" means the costs that are capitalised 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 following platforms (including value added taxes):

  • (i) for the Polish Operations: Allegro.pl, Allegrolokalnie.pl and eBilet.pl;
  • (ii) for the Mall Segment: Mall.cz, Mall.hu, Mall.sk, Mall.hr, Mimovrste.com, CZC.cz;
  • (iii) for Allegro International Segment: Allegro.cz;
  • International listed in (ii) and (iii) above;
  • (v) for the consolidated Group: all the platforms operated by the Group listed above;

(iv) for the International Operations: all the platforms operated by the Mall Segment and Allegro

"LTM GMV" means GMV generated in the twelve months prior to the balance sheet date, by the (i) Polish Operations; (ii) Mall Segment; (iii) Allegro International Segment; (iv) International Operations, or the consolidated Group, respectively;

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

"Leverage" means Net debt divided by Adjusted EBITDA for the preceding twelve months;

"Other capital expenditure" means amounts paid for investments in building the relevant capacity of data centres, 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 capitalised development costs and other capital expenditure; and

"Changes in working capital" means the sum of the changes in inventory, trade and other receivables, prepayments and restricted cash, consumer loans, trade and otherliabilities and the liabilities to employees during the period.

The Group presents the alternative performance measures 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 otherthings, its capital structure, asset base, tax consequences and specifc non-recurring costs. The Group uses Adjusted EBITDA forthe purposes of calculating Adjusted EBITDA/netrevenue and Adjusted EBITDA/GMV. The Group presents total capital expenditure split between capitalised development costs and other capital expenditure in orderto 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 the Group's various software platforms. The Group believes this split is important for investors to understand its amortisation 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 alternative performance measures are not accounting measures within the scope of IFRS and may not be permitted to appear on the face of Financial Statements or footnotes thereto. These alternative performance measures may not be comparable to similarly titled measures of other companies. Neither the assumptions underlying the alternative performance measures have been audited in accordance with IFRS or any generally accepted accounting standards. In evaluating the alternative performance measures, investors should carefully considerthe Financial Statements included in this Report.

The alternative performance measures have limitations as analytical tools. For example, Adjusted EBITDA and related ratios do notrefect: 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 orthe 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.

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 alternative performance measures presented should not be considered in isolation or as a substitute for performance measures calculated in accordance with IFRS.

Where applicable, the Group presents a reconciliation of the Alternative Performance Measures to the most directly reconcilable line item, subtotal, or total presented in the fnancial statements of the corresponding period, separately identifying and explaining the material reconciling items in sections "Management's discussion and analysis of fnancial condition and result of operations" and "Appendix 1: Reconciliation of the key Alternative Performance Measures to Financial Statements".

Non-Financial Measures

The Group has further to the listed above Alternative Performance Measures, included certain non-fnancial measures, including, among others, Active Buyers and GMV per Active Buyer.

The Group has defned the non-fnancial measures as follows:

"Active Buyers" represents, as of the end of a period, each unique email address connected with a buyer that has made at least one purchase in the preceding twelve months on any of the following sites:

  • (i) for the Polish Operations: Allegro.pl, Allegrolokalnie.pl and eBilet.pl;
  • (ii) for the Mall Segment: Mall.cz, Mall.hu, Mall.sk, Mall.hr, Mimovrste.com, CZC.cz;
  • (iii) for Allegro International Segment: Allegro.cz;
  • (iv) for the International Operations: all the platforms operated by the Mall Segment and Allegro International listed in (ii) and (iii) above;
  • (v) for the consolidated Group: all the platforms operated by the Group listed above;

"GMV per Active Buyer" represents LTM GMV divided by the number of Active Buyers as of the end of a period, for the (i) Polish Operations; (ii) Mall Segment; (iii) Allegro International Segment; (iv) International Operations, or the consolidated Group, respectively.

II.

MANAGEMENT REPORT

ALLEGRO.EU S.A. GROUP HALF-YEAR REPORT for six month period ended 30 June 2023

1.

Selected consolidated financial and operational highlights

Income Statement, PLN m H1 2023 H1 2022 Change % Q2 2023
(unaudited)
Q2 2022
(unaudited)
Change %
Revenue 4,718.9 3,602.7 31.0% 2,397.7 2,210.1 8.5%
of which Polish Operations 3,602.4 2,992.7 20.4% 1,894.0 1,600.1 18.4%
of which International Operations 1,121.7 610.7 83.7% 507.9 610.7 (16.8%)
of which Eliminations & Other (5.3) (0.7) 698.5% (4.2) (0.7) 529.4%
EBITDA 1,053.2 881.5 19.5% 547.9 448.9 22.0%
of which Polish Operations 1,226.9 955.1 28.5% 653.5 522.6 25.0%
of which International Operations (173.8) (73.7) 135.8% (105.7) (73.7) 43.4%
Adjusted EBITDA 1,111.3 947.0 17.3% 580.4 484.1 19.9%
of which Polish Operations 1,273.9 1,014.2 25.6% 673.3 551.3 22.1%
of which International Operations (162.5) (67.1) 142.4% (92.8) (67.1) 38.4%
EBIT 554.0 490.3 13.0% 303.4 209.0 45.1%
Proft / (Loss) before Income tax 372.1 253.8 46.6% 185.8 27.9 565.7%
Net Proft / (Loss) 276.0 103.5 166.8% 119.0 (63.5) N/A
Assets
Equity
Net Debt
H1 2023 H1 2022 Change % Q2 2023
(unaudited)
Q2 2022
(unaudited)
Change %
830.1 630.5 31.7% 572.6 253.0 126.3%
(249.7) (2,741.8) (90.9%) (120.8) (2,563.8) (95.3%)
(282.7) 942.3 (130.0%) (122.6) (495.9) (75.3%)
297.8 (1,169.0) N/A 329.2 (2,806.7) N/A
Balance sheet 30.06.2023 31.12.2022 Change %
Assets 18,741.4 19,232.8 (2.6%)
Equity 9,138.8 8,981.3 1.8%
Net Debt 5,923.5 6,266.1 (5.5%)

ALLEGRO.EU S.A. GROUP HALF-YEAR REPORT for six month period ended 30 June 2023

2.

Management's discussion and analysis of financial condition and result of operations

2.1. Key Performance indicators

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

KPIs (unaudited) H1 2023 H1 2022 Change % Q2 2023 Q2 2022 Change %
Active Buyers (millions) 18.5 13.6 36.6% 18.5 13.6 36.6%
of which Polish Operations 14.3 13.6 5.1% 14.3 13.6 5.1%
of which International Operations 4.3 N/A N/A 4.3 N/A N/A
GMV per Active Buyer (PLN) 3,027.1 3,350.4 (9.6%) 3,027.1 3,350.4 (9.6%)
of which Polish Operations 3,664.0 3,350.4 9.4% 3,664.0 3,350.4 9.4%
of which International Operations 902.8 N/A N/A 902.8 N/A N/A
GMV (PLN in millions) 27,366.5 23,722.1 15.4% 14,227.1 12,898.0 10.3%
of which Polish Operations 25,823.6 22,934.1 12.6% 13,484.1 12,110.1 11.3%
of which International Operations 1,542.9 787.9 95.8% 743.0 787.9 (5.7%)
LTM GMV (PLN in millions) 56,140.2 45,499.8 23.4% 56,140.2 45,499.8 23.4%
of which Polish Operations 52,278.3 45,499.8 14.9% 52,278.3 45,499.8 14.9%
of which International Operations 3,861.9 N/A N/A 3,861.9 N/A N/A
KPIs (unaudited) H1 2023 H1 2022 Change % Q2 2023 Q2 2022 Change %
Take Rate (%) [1] 11.14% 10.65% 0.49pp 11.23% 10.82% 0.41pp
of which Polish Operations 11.13% 10.64% 0.49pp 11.23% 10.81% 0.42pp
of which International Operations 11.97% 11.58% 0.39pp 11.32% 11.58% (0.26pp)
1P Gross Margin 10.48% 8.79% 1.69pp 9.57% 10.11% (0.54pp)
of which Polish Operations 3.52% (0.83%) 4.35pp 0.58% 0.06% 0.52pp
of which International Operations 11.90% 11.93% (0.03pp) 11.69% 11.93% (0.24pp)
Adjusted EBITDA
(PLN in millions)
1,111.3 947.0 17.3% 580.4 484.1 19.9%
of which Polish Operations 1,273.9 1,014.2 25.6% 673.3 551.3 22.1%
of which International Operations (162.5) (67.1) 142.4% (92.8) (67.1) 38.4%
Adjusted EBITDA/revenue (%) 23.55% 26.29% (2.73pp) 24.21% 21.90% 2.30pp
of which Polish Operations 35.36% 33.89% 1.47pp 35.55% 34.45% 1.09pp
of which International Operations (14.49%) (10.99%) (3.50pp) (18.27%) (10.99%) (7.29pp)
Adjusted EBITDA/GMV (%) 4.06% 3.99% 0.07pp 4.08% 3.75% 0.33pp
of which Polish Operations 4.93% 4.42% 0.51pp 4.99% 4.55% 0.44pp
of which International Operations (10.53%) (8.52%) (2.01pp) (12.50%) (8.52%) (3.98pp)

GMV and Active Buyers

During H1 2023 GMV for the consolidated Group increased by PLN 3,644.4 million, or 15.4% YoY, from PLN 23,722.1 million for H1 2022 to PLN 27,366.5 million for H1 2023, whereas for Q2 2023 GMV for the consolidated Group increased by PLN 1,329.1 million, or 10.3% YoY, from PLN 12,898.0 million for Q2 2022, to PLN 14,227.1 million for Q2 2023. The higher YoY increase for H1 than for Q2 refects the frst time consolidation of the Mall Group from 1 April 2022 lifting the growth rate in Q1 2023 relative to the prior year, together with slightly slower organic growth from Polish Operations in Q2 relative to Q1.

At the Group's Polish Operations, Allegro's everyday shopping proposition of wide selection at attractive prices performed resiliently against a deteriorating macroeconomic backdrop during H1 2023. According to the Polish Statistical Ofce, Polish retail sales declined in real terms YoY by 3.5% and 7.3% in Q1 and Q2 2023, respectively. Despite this increasing

headwind, the Polish Operations grew GMV by 14.0% in Q1 and slightly slower in the tougher Q2 environment with 11.3% YoY growth. Allegro was able to grow while retail declined overall by providing the top of mind shopping destination for well priced ofers, together with the continuing trend towards shopping moving online. Organic growth in GMV was further supported by strong performance of price benchmarking and pricing assistance functionalities, rapid adoption of Allegro Pay services, expansion of selection in under-indexed categories and further improvements to the delivery experience and user convenience.

The International Operations were comparable to prior year actual results for the frst time in Q2 2023. GMV for International Operations in Q2 2023 declined YoY by 5.7% against continuously weak consumer retail trading conditions across Mall's operating footprint.

[1] Blended average take rate

Adjusted EBITDA

The Adjusted EBITDA for the consolidated Group increased by PLN 164.3 million, or 17.4% YoY from PLN 947.0 million for H1 2022 to PLN 1,111.3 million for H1 2023, whereas for Q2 2023 Adjusted EBITDA increased by PLN 96.3 million, or 19.9% YoY, from PLN 484.1 million for Q2 2022, to PLN 580.4 million for Q2 2023.

The Adjusted EBITDA of the Polish Operations increased by PLN 259.8 million or 25.6% YoY for H1 2023 whereas for Q2 2023 the growth was PLN 122.1 million or 22.1% YoY, representing a sequential deceleration from a 29.7% YoY increase for Q1 2023. Proftability growth signifcantly above GMV growth was achieved thanks to advertising growth, monetization and continued "Fit-to-grow" project cost control focus, maintaining strict discipline on SG&A expenses.

The International Operations were comparable to prior year actualresults for the frst time in Q2 2023. Accordingly, two quarters of the Mall Segment's operating losses were consolidated into the Group's results in H1 2023 versus only Q2 in 2022, creating a larger drag on the Group's proftability. Adjusted EBITDA loss from the International Operations was PLN 67.1 million in Q2 2022 versus PLN 162.5 million for the entire H1 2023. Although the YoY loss widened in Q2 2023 to PLN 92.8 million, an increase of 38.4%, this covered start-up losses of the Allegro.cz marketplace, which was soft launched in May 2023, of PLN 26.7 million, while the legacy Mall Segment recorded a slightly lower loss of PLN 66.2 million, achieved through cost cutting measures sufcient to ofset lower GMV.

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

Reconciliation of Adjusted
EBITDA, PLN m
H1 2023 H1 2022 Change % Q2 2023
(unaudited)
Q2 2022
(unaudited)
Change %
EBITDA Group 1,053.2 881.5 19.5% 547.9 448.9 22.0%
EBITDA Polish Operations 1,226.9 955.1 28.5% 653.5 522.6 25.0%
Regulatory proceeding costs [1] 1.0 (100.0%) 0.5 (100.0%)
Group restructuring
and development costs [2]
16.8 32.5 (48.3%) (2.6) 17.6 (114.7%)
Donations to various public beneft
organisations [3]
0.5 2.2 (77.3%) 1.0 (100.0%)
Bonus for employees and funds
spent on protective equipment
against COVID-19 [4]
0.4 (100.0%) 0.1 (100.0%)
Allegro Incentive Plan [5] 29.3 16.1 82.6% 22.3 8.4 167.0%
Transaction costs [6] 3.0 (100.0%) (2.8) (100.0%)
Employees restructuring cost [7] 0.3 3.8 (91.8%) 3.8 (100.0%)
Adjusted EBITDA Polish
Operations
1,273.9 1,014.2 25.6% 673.3 551.3 22.1%
EBITDA International
Operations
(173.8) (73.7) 135.8% (105.7) (73.7) 43.5%
Group restructuring and
development costs [2]
1.6 6.6 (76.2%) 9.1 6.6 37.0%
Allegro Incentive Plan [5] 4.8 N/A 3.0 N/A
Employees restructuring cost [7] 4.9 N/A 0.8 N/A
Adjusted EBITDA International
Operations
(162.5) (67.1) 142.4% (92.8) (67.1) 38.4%
Adjusted EBITDA Group 1,111.3 947.0 17.3% 580.4 484.1 19.9%

In the Czech Republic, the largest market, this was evidenced by 6.2% YoY real terms decline of total retail sales in the second quarter,representing a ffth straight quarter of declines, while non-food retail sales eroded by 8.5% in that period. Mall Group is particularly challenged due to its focus on consumer discretionary selection. In May 2023, the Group made a soft launch of its Allegro.cz marketplace website, running alongside the legacy front-ends of the Mall Group's brands in the Czech Republic. Although a hard launch, accompanied by a media campaign, did not begin until the end of July, the new website still contributed 6.4 ppts to the overall GMV growth rate of International Operations in Q2 2023.

Active Buyers of the consolidated Group reached 18.5 million as of June 30, 2023, including 4.3 million Active Buyers of the International Operations. Active Buyers of the Polish Operations grew by 5.1% YoY to reach 14.3 million at the end of H1 2023. This was the ffth consecutive quarter of growth in Polish Active Buyers, refecting the success of Allegro's marketing focus on price, selection and trust generating a positive impact on new shopper acquisition.

GMV per Active Buyer of the consolidated Group reached PLN 3,027.1 as of June 30 2023, with the annual spend signifcantly higher for the Polish Operations at PLN 3,664 than for the International Operations at PLN 902.8. For the Polish Operations GMV per Active Buyer was up by 9.4% YoY as of June 30 2023 despite the strong macroeconomic evidence of pressure on consumer wallets over the comparable twelve month period. Consumers were choosing cheaper options and often deferring more expensive, discretionary purchases. However, Allegro continued to be a preferred shopping destination with an acceleration in shopping frequency producing a signifcant pick-up in transaction growth over the same period. In fact, growth in the average spend per buyer (LTM) metric actually accelerated QoQ in Q2 2023, adding PLN 82 per buyer, or 2.3% growth.

[1] Represents legal costs mainly related to non-recurring regulatory proceedings, legal and expert fees and settlement costs.

[2] Represents legal and fnancial due diligence and other advisory expenses with respect to:

pay employees' bonuses for the purchase of equipment necessary to enable them to work remotely during the

  • potential acquisitions or discontinued acquisition projects,
  • integration and other advisory expenses with respect to signed and/or closed acquisitions,
  • non-employee restructuring costs.
  • [3] Represents donations made by the Group to support health service and charitable organisations and NGOs during the COVID-19 pandemic and to provide humanitarian aid to people afected by the war in Ukraine.
  • [4] Represents expenses incurred by the Group to buy employees' protective equipment against COVID-19 and to COVID-19 pandemic.
  • [5] Represents the costs of the Allegro Incentive Plan, under which awards in the form of Performance Share Units
  • [6] Represents pre-acquisition advisory fees, legal, fnancial, tax due diligence and other transactional expenses incurred in relation to the completed acquisition of Mall Group a.s. and WE|DO CZ s.r.o.
  • [7] Represents certain payments related to reorganisation of the Management Boards of the parent entity and the

("PSU") and Restricted Stock Units ("RSU") are granted to Executive Directors, Key Managers and other employees.

underlying operating entities, as well as redundancy payments for employees afected by restructuring projects.

Adjusted EBITDA for Polish Operations includes PLN 47.0 million of one-of EBITDA adjustments reported in H1 2023, compared to PLN 59.1 million one-ofs reported in the prior year, whereas one-of EBITDA adjustments reported in Q2 2023 amounted to PLN 19.8 million. Key adjustments to EBITDA in H1 2023 included PLN 29.3 million one-of costs related to the Allegro Incentive Plan, under which awards in the form of Performance Share Units ("PSU") and Restricted Stock Units ("RSU") are granted to Executive Directors, Key Managers and other employees, of which PLN 22.3 million was incurred in Q2 2023, as well as PLN 16.8 million of Group restructuring and development costs for H1 2023 related to the post-acquisition integration of the enlarged Group.

Adjusted EBITDA for International Operations includes one-of EBITDA adjustments of PLN 11.3 million reported in H1 2023 and PLN 12.9 million reported in Q2 2023. Key adjustments to EBITDA in the current period included Group restructuring and development costs of PLN 1.6 million for H1 2023 and PLN 9.1 million for Q2 2023, related to post M&A integration. Adjustments also included costs related to the Allegro Incentive Plan of PLN 4.8 million for H1 2023 and PLN 3.0 million for Q2 2023, as well as Employees restructuring costs of PLN 4.9 million for H1 2023 and PLN 0.8 million for Q2 2023, related to the ongoing restructuring process.

The following table presents the Polish Operations' summary consolidated statements of comprehensive income for H1 2023, H1 2022, Q2 2023 and Q2 2022, respectively.

2.2.1. RESULTS OF THE POLISH OPERATIONS

Consolidated statement
of comprehensive income,
PLN m
H1 2023 H1 2022 Change % Q2 2023
(unaudited)
Q2 2022
(unaudited)
Change %
GMV 25,823.6 22,934.1 12.6% 13,484.1 12,110.1 11.3%
of which 1P 252.2 217.4 16.0% 134.2 122.3 9.8%
of which 3P 25,571.4 22,716.8 12.6% 13,349.9 11,987.8 11.4%
Revenue 3,602.4 2,992.7 20.4% 1,894.0 1,600.1 18.4%
Marketplace revenue 2,846.6 2,418.0 17.7% 1,499.5 1,296.1 15.7%
Price comparison revenue 102.3 90.9 12.5% 47.4 43.5 8.8%
Advertising revenue 373.8 266.3 40.4% 191.9 143.4 33.9%
Retail revenue 211.6 185.8 13.9% 112.1 103.1 8.7%
Other revenue 68.1 31.7 114.5% 43.1 13.9 209.1%
Operating expenses (2,375.5) (2,037.5) 16.6% (1,240.4) (1,077.4) 15.1%
Payment charges (67.1) (68.2) (1.7%) (34.3) (34.4) (0.1%)
Cost of goods sold (204.2) (187.3) 9.0% (111.4) (103.0) 8.2%
Net costs of delivery (1,031.4) (783.3) 31.7% (542.6) (420.5) 29.0%
Marketing service expenses (396.9) (340.9) 16.4% (211.0) (182.4) 15.7%
Staf costs (403.2) (381.8) 5.6% (218.4) (196.8) 11.0%
IT service expenses (78.2) (70.5) 11.0% (39.9) (37.4) 6.6%
Other expenses (166.3) (166.9) (0.4%) (69.1) (91.3) (24.4%)
Net impairment losses on fnancial
and contract assets
(28.2) (35.6) (20.6%) (13.8) (14.4) (4.7%)
Transaction costs (3.0) (100.0%) 2.8 (100.0%)
Operating proft before
amortisation, depreciation and
impairment losses of non
current non-fnancial assets
(EBITDA)
1,226.9 955.1 28.5% 653.5 522.6 25.0%

2.2. Review of Allegro.eu Group financial and operational results

Consolidated statement
of comprehensive income,
PLN m
H1 2023 H1 2022 Change % Q2 2023
(unaudited)
Q2 2022
(unaudited)
Change %
GMV 27,366.5 23,722.1 15.4% 14,227.1 12,898.0 10.3%
of which 1P 1,469.2 881.3 66.7% 687.1 786.2 (12.6%)
of which 3P 25,897.3 22,840.7 13.4% 13,540.0 12,111.8 11.8%
Revenue 4,718.9 3,602.7 31.0% 2,397.7 2,210.1 8.5%
Marketplace revenue 2,885.6 2,432.3 18.6% 1,521.0 1,310.5 16.1%
Price comparison revenue 102.3 90.8 12.6% 47.4 43.5 9.0%
Advertising revenue 375.0 268.4 39.7% 192.0 145.5 31.9%
Retail revenue 1,248.9 753.2 65.8% 581.3 670.5 (13.3%)
Other revenue 107.0 58.0 84.6% 56.1 40.2 39.7%
Operating expenses (3,665.7) (2,721.2) 34.7% (1,849.8) (1,761.1) 5.0%
Payment charges (75.0) (71.1) 5.5% (39.0) (37.3) 4.6%
Cost of goods sold (1,118.0) (687.0) 62.7% (525.6) (602.6) (12.8%)
Net costs of delivery (1,061.3) (783.3) 35.5% (569.5) (420.6) 35.4%
Marketing service expenses (503.9) (392.6) 28.4% (272.8) (234.0) 16.6%
Staf costs (593.0) (461.1) 28.6% (305.0) (276.1) 10.5%
IT service expenses (94.3) (77.8) 21.2% (46.8) (44.7) 4.8%
Other expenses (190.7) (210.3) 9.3% (76.3) (134.7) (43.3%)
Net impairment losses on fnancial
and contract assets
(29.6) (35.1) (15.8%) (14.8) (14.0) 6.3%
Transaction costs (3.0) (100.0%) 2.8 (100.0%)
Operating proft before
amortisation, depreciation
and impairment losses of
non-current non-fnancial
assets (EBITDA)
1,053.2 881.5 19.5% 547.9 448.9 22.0%

The following tables present the Group's summary consolidated statements of comprehensive income for H1 2023, H1 2022, Q2 2023 and Q2 2022, respectively.

Growth rates for H1 2023 are not meaningful as Mall Segment was not consolidated in Q1 2022. Detailed discussion on key data in this table is presented in the following sections concerning the results of Polish Operations and International Operations respectively.

For a reconciliation between Group results and the Polish and International Operations, please refer to the Appendix 2 to this report.

In particularthe share ofrelatively expensive courier deliveries fell by 5.4 pp in H1 2023 versus the prior year period. Overall, the average cost of a subsidised package delivery increased by 6.4% in H1 2023 vs the prior year.

Net costs of delivery mainly represent the excess of SMART! free delivery costs overthe revenues earned from SMART! subscriptions, while co-fnancing contributions from sellers are recorded as marketplace revenue and thus included in the Take Rate.

MARKETING SERVICE EXPENSES

Marketing service expenses increased by PLN 55.9 million, or 16.4%, from PLN 340.9 million for H1 2022 to PLN 396.9 million for H1 2023, whereas for Q2 2023 marketing service expenses increased by PLN 28.6 million, or 15.7%, from PLN 182.4 million for Q2 2022 to PLN 211.0 million for Q2 2023. Marketing service expenses as a percentage of GMV increased by 0.05 pp to 1.54% for H1 2023 and by 0.06 pp to 1.56% for Q2 2023. The Group invested relatively more in PPC expenses to boost internet trafc acquisition, in brand and promotional advertising and in its buyer protection program. The annual Smart! Week shopping event was moved forward to Q2 2023 from Q4 in 2022 and this was partly responsible forthe increase in spend relative to GMV.

STAFF COSTS

Staf costs increased by PLN 21.4 million, or 5.6%, from PLN 381.8 million for H1 2022 to PLN 403.2 million for H1 2023, whereas for Q2 2023 staf costs increased by PLN 21.6 million, or 11.0%, from PLN 196.8 million for Q2 2022 to PLN 218.4 million for Q2 2023. Overall, starting from Q2 2022 net recruitment slowed signifcantly, refecting focus on efciency and productivity improvements, with headcount declining in Q2 2023 by 2.5% YoY (vs. 26% YoY headcount growth in Q2 2022). From the quarterly perspective headcount was down by 1.2% vs. Q1 2023. With such headcount evolution, the YoY staf costs dynamics was driven by increase in base salaries and annual bonus accruals. The lower H1 2023 staf costs dynamics also refects the H1 2023 classifcation of PLN 33.0 million in staf costs for employees working on preparation and soft launch of Allegro.cz as costs of the Allegro International Segment.

The annual pay review was applied and impacted average staf costs per employee from April 2023. A further growth driver was the third annual award of PSUs and RSUs made in April 2023.

OTHER EXPENSES

Other expenses decreased by PLN 0.6 million, or 0.4%, from PLN 166.9 million for H1 2022 to PLN 166.3 million for H1 2023, whereas for Q2 2023 other expenses decreased by PLN 22.2 million, or 24.4%, from PLN 91.3 million for Q2 2022 to PLN 69.1 million for Q2 2023. This decrease resulted primarily from reducing spending on contractor services and consulting, within the scope of the Fit to Grow efciency project.

OPERATING PROFIT BEFORE AMORTISATION AND DEPRECIATION AND IMPAIRMENT LOSSES OF NON-CURRENT NON-FINANCIAL ASSETS (EBITDA)

EBITDA increased by PLN 271.8 million, or 28.5%, from PLN 955.1 million for H1 2022 to PLN 1,226.9 million for H1 2023, whereas for Q2 2023 EBITDA increased by PLN 130.9 million, or 25.0%, from PLN 522.6 million for Q2 2022 to PLN 653.5 million for Q2 2023. This increase resulted primarily from the factors described in the section 2.2.2.1 above.

REVENUE

Revenue increased by PLN 609.8 million, or 20.4%, from PLN 2,992.7 million for H1 2022 to PLN 3,602.4 million for H1 2023, whereas for Q2 2023 revenue increased by PLN 293.9 million, or 18.4%, from PLN 1,600.1 million for Q2 2022 to PLN 1,894.0 million for Q2 2023. This increase resulted primarily from strong performance in the 3P marketplace, advertising and other revenue. Main drivers of key revenue streams are described below.

MARKETPLACE REVENUE

Marketplace revenue increased by PLN 428.7 million, or 17.7%, from PLN 2,418.0 million for H1 2022 to PLN 2,846.6 million for H1 2023, whereas for Q2 2023 marketplace revenue increased by PLN 203.4 million, or 15.7% from PLN 1,296.1 million for Q2 2022 to PLN 1,499.5 million for the Q2 2023. This increase resulted primarily from GMV growth, which for H1 2023 reached 12.6% YoY. The marketplace revenue increase was further fuelled by growth in the Take Rate by 0.11pp from 9.94% for H1 2022 to 10.05% for H1 2023, mostly refecting changes to co-fnancing rates and commission rates introduced during the third quarter of 2022.

ADVERTISING REVENUE

Advertising revenue increased by PLN 107.6 million, or 40.4%, from PLN 266.3 million for H1 2022 to PLN 373.8 million for H1 2023, whereas for Q2 2023 advertising revenue increased by PLN 48.6 million, or 33.9%, from PLN 143.4 million for Q2 2022 to PLN 191.9 million for Q2 2023. This increase resulted primarily from further improvements in sponsored ads refecting higher CPC rates, as well as increased inventory and more participating merchants. Advertising revenue as a percentage of GMV rose to 1.45% for H1 2023, up by 0.29 pp versus the prior year period.

OTHER REVENUE

Other revenue increased by PLN 36.3 million, or 114.5%, from PLN 31.7 million for H1 2022 to PLN 68.1 million for H1 2023, whereas for Q2 2023 Other revenue increased by PLN 29.1 million, or 209.1%, from PLN 13.9 million for Q2 2022 to PLN 43.1 million

for Q2 2023. This dynamic YoY increase in percentage terms resulted primarily from the growth of net revenues from both Allegro Pay and Allegro One logistics services.

OPERATING EXPENSES

Operating expenses increased by PLN 338.0 million, or 16.6%, from PLN 2,037.5 million for H1 2022 to PLN 2,375.5 million for H1 2023, whereas for Q2 2023 operating expenses increased by PLN 163.0 million, or 15.1%, from PLN 1,077.4 million for Q2 2022 to PLN 1,240.4 million for Q2 2023. This increase resulted primarily from higher net costs of delivery, marketing expenses, staf costs and costs of goods sold.

NET COSTS OF DELIVERY

Net costs of delivery increased by PLN 248.2 million, or 31.7%, from PLN 783.3 million for H1 2022 to PLN 1,031.4 million for H1 2023, whereas for Q2 2023 net costs of delivery increased by PLN 122.1 million, or 29.0%, from PLN 420.5 million for Q2 2022 to PLN 542.6 million for Q2 2023. This increase resulted primarily from further growth in both the number and share of buyers on the Group's e-commerce marketplace who were users of the SMART! Program and to the typically signifcant increase in spending that comes with the availability of ofers with free delivery. In addition, consumers increased the volume of transactions in H1 2023 relative to the prior year while trading down to cheaper items as a result of the cost of living crisis in Poland.

In November 2022, the Group introduced changes to the SMART! terms and pricing, with the intention of improving the programme's proftability. From 21 November price of the annual Allegro SMART! subscriptions that are renewed or newly purchased increased to PLN 59.90 from PLN 49.00 and the minimum order value for purchase amounts from one seller to qualify for free delivery increased to PLN 45 from PLN 40 for APMs and PUDO points, and to PLN 65 from PLN 40 for courier deliveries. The impact of these changes is gradually refected as the SMART! subscriber base moves onto the new tarif over a 12 month period (by June 30 2023 approximately 2/3 of the base had switched to the new terms) and helps to ofset the impact of higher delivery costs per parcel as delivery partners look to pass on infationary pressure.

International Operations: KPIs (unaudited) H1 2023 H1 2022 Change % Q2 2023 Q2 2022 Change % Take Rate (%) 11.97% 11.58% 0.39pp 11.32% 11.58% (0.26pp) of which Mall Segment 13.16% 11.58% 1.58pp 13.43% 11.58% 1.85pp of which Allegro International Segment 5.45% N/A N/A 5.45% N/A N/A Adjusted EBITDA (PLN in millions) (162.5) (67.1) 142.2% (92.8) (67.1) 38.4% of which Mall Segment (119.5) (67.1) 78.2% (66.2) (67.1) (1.4%) of which Allegro International Segment (43.0) [1] N/A N/A (26.7) N/A N/A Adjusted EBITDA/revenue (%) (14.49%) (10.99%) (3.50pp) (18.27%) (10.99%) (7.29pp) of which Mall Segment (10.68%) (10.99%) 0.31pp (13.09%) (10.99%) (2.10pp) of which Allegro International Segment (1,345.52%) N/A N/A (835.19%) N/A N/A Adjusted EBITDA/GMV (%) (10.53%) (8.52%) (2.02pp) (12.50%) (8.52%) (3.98pp) of which Mall Segment (8.01%) (8.52%) 0.50pp (9.56%) (8.52%) (1.04pp) of which Allegro International Segment (75.84%) N/A N/A (47.08%) N/A N/A

[1] Adjusted EBITDA for the Allegro International Segment for H1 2023 includes PLN 16.3m of 3P marketplace start-up expenses incurred in Q1 2023 i.e. before the creation of the "Allegro International Segment" that was previously presented as charged to Mall Segment in investor relations materials prepared for Q1 2023.

1 2022 Change % Q2 2023 Q2 2022 Change %
1 58% 0.39pp 11.32% 11.58% (0.26pp)
1.58% 1.58pp 13.43% 11.58% 1.85pp
N/A N/A 5.45% N/A N/A
(67.1) 142.2% (92.8) (67.1) 38.4%
(67.1) 78.2% (66.2) (67.1) (1.4%)
N/A N/A (26.7) N/A N/A
.99%) (3.50pp) (18.27%) (10.99%) (7.29pp)
.99%) 0.31pp (13.09%) (10.99%) (2.10pp)
N/A N/A (835.19%) N/A N/A
.52%) (2.02pp) (12.50%) (8.52%) (3.98pp)
.52%) 0.50pp (9.56%) (8.52%) (1.04pp)
N/A N/A (47.08%) N/A N/A

The following KPls are measures used by the Group's management to monitor and manage operational and fnancial performance of the International Operations. International Operations include the results of two reportable segments: Mall Segment and a newly operational Allegro International Segment. Results of the Polish Operations are not included in this section.

Results for the Mall Segment presented for H1 2022 include only the results for Q2 2022 as pre-acquisition results do not form part of the Group's consolidated results. This impacts the YoY dynamics for H1 2023 presented below, as the results of the

Mall Segment were consolidated by the Group for two quarters in 2023 as compared with only one quarter in H1 2022 (Mall Group Acquisition was closed on 1 April 2022).

Allegro International Segment is a newly created segment covering the B2C e-commerce platform, Allegro.cz, trading on the territory of the Czech Republic, comprising the online marketplace and relevant services such as advertising and logistics operations. This segment was identifed following the launch of Allegro.cz on May 9th, 2023, hence there is no prior year comparative data.

2.2.2. RESULTS OF THE INTERNATIONAL OPERATIONS

International Operations: KPIs
(unaudited)
H1 2023 H1 2022 Change % Q2 2023 Q2 2022 Change %
Active Buyers (millions) 4.3 N/A N/A 4.3 N/A N/A
of which Mall Segment 4.2 N/A N/A 4.2 N/A N/A
of which Allegro International Segment 0.2 N/A N/A 0.2 N/A N/A
intersegment eliminations (0.1) N/A N/A (0.1) N/A N/A
GMV per Active Buyer (PLN) 902.8 N/A N/A 902.8 N/A N/A
of which Mall Segment 913.3 N/A N/A 913.3 N/A N/A
of which Allegro International Segment 271.3 N/A N/A 271.3 N/A N/A
GMV (PLN in millions) 1,542.9 787.9 95.8% 743.0 787.9 (5.7%)
of which Mall Segment 1,492.2 787.9 89.4% 692.3 787.9 (12.1%)
of which Allegro International Segment 56.7 N/A 56.7 N/A
intersegment eliminations (6.0) N/A N/A (6.0) N/A N/A
LTM GMV (PLN in millions) 3,861.9 N/A N/A 3,861.9 N/A N/A
of which Mall Segment 3,811.2 N/A N/A 3,811.2 N/A N/A
of which Allegro International Segment 56.7 N/A N/A 56.7 N/A N/A
intersegment eliminations (6.0) N/A N/A (6.0) N/A N/A

International Operations

Consolidated statement of Mall Segment Allegro International Segment Eliminations Total
comprehensive income (audited),
PLN m
H1 2023 H1 2022 Change % H1 2023 H1 2022 Change % H1 2023 H1 2022 Change % H1 2023 H1 2022 Change %
GMV 1,492.2 787.9 89.4% 56.7 N/A (6.0) N/A 1,542.9 787.9 95.8%
of which 1P 1,217.0 664.0 83.3% N/A N/A 1,217.0 664.0 83.3%
of which 3P 275.1 123.9 122.0% 56.7 N/A (6.0) N/A 325.8 123.9 162.9%
Revenue 1,119.3 610.7 83.3% 3.2 N/A (0.8) N/A 1,121.7 610.7 83.7%
Marketplace revenue 36.2 14.4 152.3% 3.1 N/A (0.3) N/A 39.0 14.4 171.8%
Advertising revenue 1.1 2.1 (48.3%) 0.1 N/A N/A 1.2 2.1 (43.3%)
Retail revenue 1,037.6 568.0 82.7% N/A N/A 1,037.6 568.0 82.7%
Other revenue 44.4 26.2 69.1% N/A (0.5) N/A 43.9 26.2 67.1%
Operating expenses (1,239.0) (684.4) 81.0% (57.3) N/A 0.8 N/A (1,295.5) (684.4) 89.3%
Payment charges (7.6) (2.9) 163.2% (0.4) N/A N/A (8.0) (2.9) 176.9%
Cost of goods sold (914.1) (500.2) 82.8% N/A N/A (914.1) (500.2) 82.8%
Net costs of delivery (29.8) (0.1) 40,633.6% N/A N/A (29.8) (0.1) 40,633.6%
Marketing service expenses (89.7) (51.6) 73.7% (17.4) N/A N/A (107.0) (51.6) 107.3%
Staf costs (156.9) (79.3) 97.9% (33.0) N/A N/A (189.9) (79.3) 139.5%
IT service expenses (16.2) (7.3) 122.3% (1.8) N/A N/A (18.0) (7.3) 147.3%
Other expenses (23.4) (43.5) (46.3%) (4.7) N/A 0.8 N/A (27.3) (43.5) (37.3%)
Net impairment losses on fnancial and
contract assets
(1.3) 0.5 (380.4%) (0.0) N/A N/A (1.3) 0.5 (384.2%)
Operating proft before amortisation,
depreciation and impairment losses
of non-current non-fnancial assets
(EBITDA)
(119.7) (73.7) 62.5% (54.1) N/A N/A (173.8) (73.7) 135.8%

Notes: Results for the Mall Segment and consequently for the International Operations presented for H1 2022 are equal to the results for Q2 2022 as pre-acquisition results do not form part of the Group's consolidated results, which impacts the YoY dynamics reported for H1 2023.

The operating expenses of Allegro International Segment for H1 2023 include PLN 22.6 million of start-up expenses (costs related to 3P marketplace start-up expenses, including one-of additional integration bonus for employees) incurred in Q1 2023 i.e. before the creation of this new segment, and that had previously been classifed as the costs of Mall Segment.

The following table presents the estimates of pro-for ma information for the Mall Segment comparative fnancial data based on the acquired organisation al structure that has continued to operate post acquisition.

INTERNATIONAL OPERATIONS – MALL SEGMENT: H1 2023 VS PROFORMA H1 2022

H1 2023 H1 2022
pro-forma
Change %
1,492.2 1,591.9 (6.3%)
1,119.3 1,241.8 (9.9%)
(119.5) (107.3) 11.4%
4.2 4.2 (1.3%)
913.3 931.4 (1.9%)

GMV

Pro-forma GMV for the Mall Segment declined in H1 2022 by 6.3% YoY, driven by continuing weak retail demand. Like most of Central Europe, the countries where the Mall Group operates experi enced a signifcant rise in infation since late 2021, combined with higher interest rates and slowing of real growth in retail sales. As the Mall Segment's retail assortment is signifcantly skewed towards discretionary selection, such as electronics and white goods, the Mall Segment's GMV has been materially underperforming the Polish Operations as the Allegro marketplace ofers much wider se lection across many more categories and at more competitive prices than Mall. The YoY loss of 10.7% of 1P GMV in H1 2023 was partially ofset by 20.3% YoY growth in 3P GMV in the same period. Noting that real retail sales were continuing to contract during H1 2023, the Management pivoted towards prioritisation of margin and efciency improvements, particularly in respect to marketing spend, as the period progressed. This resulted in a faster contraction of GMV in Q2 2023 than in Q1 while Adjusted EBITDA losses were stabilised.

REVENUE

Pro-forma revenue for the Mall Segment declined by 9.9% YoY in H1 2023, driven by continued decline in Retail Revenue generated from falling 1P GMV, only partially compensated by rising take rate rev enues from the growing 3P GMV from Mall's own marketplace activity.

OPERATING EXPENSES

Operating expenses cannot be analysed on a pro-forma basis as their reporting structure pre-acquisition did not match the structure used by the Allegro.eu Group.

ADJUSTED EBITDA

Adjusted EBITDA loss forthe Mall Segment increased to PLN 119.5 million in H1 2023 vs PLN l07.3 million pro-forma Adjusted EBITDA loss in the correspond ing period a year before – largely due to declining GMV, slightly lower sales margin connected with aggressive pricing on the market and higher free delivery cost associated with the Smart! ofering. However, the negative factors were partially ofset by progress on optimisation of marketing and sales costs in the unfavourable economic environment, as well as reduction of fxed overhead expenses and lower logistics costs, refecting headcount reductions and closure of Mall's branded physical stores and pick-up points.

Results of entities that were carved out from the Mall Group a.s. by its previous owners, as they did not form part of the agreed acquisition perimeter, have been excluded from this pro-forma historical fnancial information.

International Operations

Consolidated statement of Mall Segment Allegro International Segment Eliminations Total
comprehensive income (audited),
PLN m
Q2 2023 Q2 2022 Change % Q2 2023 Q2 2022 Change % Q2 2023 Q2 2022 Change % Q2 2023 Q2 2022 Change %
GMV 692.3 787.9 (12.1%) 56.7 N/A (6.0) N/A 743.0 787.9 (5.7%)
of which 1P 552.9 664.0 (16.7%) N/A N/A 552.9 664.0 (16.7%)
of which 3P 139.4 123.9 12.5% 56.7 N/A (6.0) N/A 190.1 123.9 53.4%
Revenue 505.5 610.7 (17.2%) 3.2 N/A (0.8) N/A 507.9 610.7 (16.8%)
Marketplace revenue 18.7 14.4 30.5% 3.1 N/A (0.3) N/A 21.5 14.4 49.9%
Advertising revenue (0.1) 2.1 (104.1%) 0.1 N/A N/A 0.0 2.1 (99.1%)
Retail revenue 469.3 568.0 (17.4%) N/A N/A 469.3 568.0 (17.4%)
Other revenue 17.6 26.2 (33.0%) N/A (0.5) N/A 17.1 26.2 (35.0%)
Operating expenses (579.7) (684.4) (15.3%) (34.7) N/A 0.8 N/A (613.6) (684.4) (10.3%)
Payment charges (4.3) (2.9) 48.8% (0.4) N/A N/A (4.7) (2.9) 62.5%
Cost of goods sold (414.5) (500.2) (17.1%) N/A N/A (414.5) (500.2) (17.1%)
Net costs of delivery (26.9) (0.1) 36,574.1% N/A N/A (26.9) (0.1) 36,574.1%
Marketing service expenses (44.5) (51.6) (13.7%) (17.4) N/A N/A (61.9) (51.6) 19.9%
Staf costs (73.6) (79.3) (7.2%) (13.0) N/A N/A (86.6) (79.3) 9.2%
IT service expenses (8.2) (7.3) 12.2% (0.7) N/A N/A (8.9) (7.3) 22.0%
Other expenses (6.7) (43.5) (84.5%) (3.2) N/A 0.8 N/A (9.1) (43.5) (79.0%)
Net impairment losses on fnancial and
contract assets
(1.1) 0.5 (330.8%) (0.0) N/A N/A (1.1) 0.5 (334.6%)
Operating proft before amortisation,
depreciation and impairment losses
of non-current non-fnancial assets
(EBITDA)
(74.2) (73.7) 0.7% (31.5) N/A N/A (105.7) (73.7) 43.4%

As the businesses comprising the Mall Segment were acquired at the beginning of Q2 2022, the Group is able to analyse the Mall Segment's operating performance on a like-for-like comparative basis for the frst time in respect to Q2 2023. This comparison is set out below:

INTERNATIONAL OPERATIONS: Q2 2023 VS Q2 2022

Since the Mall Group acquisition, the Group has been working to prepare a version of the Allegro marketplace adapted to trade on the territory of the Czech Republic. After several quarters incurring start-up expenses and software development costs to adapt Allegro's software stack to the requirements of the new market, the new marketplace, "Allegro.cz" was soft launched on 9 May 2023.

Allegro.cz makes ofers of Polish and International merchants available to Czech consumers, along with ofers from Czech merchants, including the Group's brands Mall and CZC.

INTERNATIONAL OPERATIONS – MALL SEGMENT: Q2 2023 VS Q2 2022 INTERNATIONAL OPERATIONS – ALLEGRO INTERNATIONAL SEGMENT: Q2 2023

Key fnancial data for the Mall Segment,

PLN m (unaudited) Q2 2023 Q2 2022 Change %
GMV 692.3 787.9 (12.1%)
Revenue 505.5 610.7 (17.2%)
Adjusted EBITDA (66.2) (67.1) (1.4%)
Active Buyers (millions) 4.2 4.2 (1.3%)
LTM GMV per Active Buyer 913.3 931.4 (1.9%)
Key fnancial data for Allegro International Segment, PLN m (unaudited) Q2 2023
GMV 56.7
Revenue 3.2
Adjusted EBITDA (26.7)
Active Buyers (millions) 0.2
of which overlap with the Mall Segment 0.1
LTM GMV per Active Buyer 271.3

GMV

GMV for the Mall Segment declined by 12.1% YoY in Q2 2023. The YoY loss of 16.7% 1P GMV in Q2 2023 was partially ofset by 12.5% YoY growth in 3P GMV during the quarter. In addition to the efect of strong headwinds from continuing very weak consumer demand, GMV performance refected the Management's increased focus on stabilising gross margins and improving the efectiveness of trafc acquisition marketing spending in delivering proftable sales. Weakening of the zloty exchange rate to the Czech Crown in Q2 by 2.2% versus the prior year quarter improved the reported growth rate by 1.8 ppts.

REVENUE

Revenue for the Mall Segment declined by 17.2% YoY in Q2 2023, driven by continued decline in Retail Revenue from lower 1P GMV, partially ofset in Q2 2023 by 30.5% YoY marketplace revenue growth due to rising take rates.

OPERATING EXPENSES

Operating expenses decreased by PLN 104.7 million, or 15.3%, from PLN 684.4 million for Q2 2022 to PLN 579.7 million for Q2 2023. This decrease resulted primarily from costs of goods sold declining in line with sales with gross margin decreasing marginally by 0.24 pp YoY to 10.69% ofretail revenue. Eforts to improve efciency and reduce overheads resulted in lower marketing, staf and other costs. These savings were partially ofset by higher net costs of delivery refecting the introduction of the Smart! programme at Mall Group, bringing close to 540k users by the end of Q2 2023.

ADJUSTED EBITDA

As a result of the above described factors, Adjusted EBITDA loss for the Mall Segment amounted to PLN 66.2 million in Q2 2023, improving YoY by 1.4%.

The content is translated into Czech, transactions are conducted in Czech crowns and Czech delivery methods, including the Group's WE|DO delivery business, are integrated to deliver to Czech consumers.

The frst weeks after the soft launch were used to hone pricing algorithms, logistics of delivery and calibration of internet marketing spending. A "hard" launch, accompanied by ATL (Above The Line, i.e. using mass media) marketing campaigns, began on 31 July.

The key results of Allegro.cz for Q2 2023 were as follows:

GMV

GMV for Allegro International Segment in Q2 2023 reached PLN 56.7 million, with 3P representing 100% of GMV. This result refects less than two months of operations since the launch of Allegro.cz on 9 May 2023, with trafc acquisition spending limited while internet marketing algorithms were calibrated, and with no support from ATL campaigns ahead of the hard launch on 31 July. This GMV was generated by Active Buyers that reached 0.2 million at the end of the quarter with approximately half of them being recognised as existing Active Buyers of the Mall Segment and half being recognised as new Active Buyers to the Group.

REVENUE

Existing Allegro merchants pay standard success fees, which produced PLN 3.2 million of revenue in Q2 2023. Newly signed merchants receive a threemonth commission free period.

ADJUSTED EBITDA

Adjusted EBITDA loss for Allegro International Segment reached PLN 43.0 million in H1 2023 and PLN 26.7 million in Q2 2023. For H1 2023 it includes PLN 16.3m of 3P marketplace start-up expenses incurred in Q1 2023 i.e. before the creation of the "Allegro International Segment" that had previously been classifed as the costs of Mall Segment. Costs in Q2 2023 represent staf costs and marketing related to preparation, soft launch and frst weeks of operation of Allegro.cz.

OPERATING EXPENSES

Operating expenses of Allegro International Segment consist predominantly of marketing and staf costs. PLN 17.4 million was spent on marketing during Q2 2023, representing mainly PPC purchases as signifcant free trafc from organic sources and links from the Mall and CZC websites are supplemented by purchased trafc to drive total visits and build the active buyer base. Within marketing expenses there were also PLN 1.8 million in costs of free delivery provided to Smart! users under free of charge trial services. The next largest operating expense was PLN 13.0 million of staf costs for the core launch team and the costs of various services provided by the Mall Group, including Czech language customer care services.

2.2.3.

TOTAL COMPREHENSIVE INCOME RECONCILIATION

Consolidated statement

of comprehensive income,
PLN m
H1 2023 H1 2022 Change % Q2 2023
(unaudited)
Q2 2022
(unaudited) Change %
EBITDA Polish Operations 1,226.9 955.1 28.5% 653.5 522.6 25.0%
EBITDA International Operations (173.8) (73.7) 135.8% (105.7) (73.7) 43.4%
EBITDA 1,053.2 881.5 19.5% 547.9 448.9 22.0%
Amortisation, depreciation and
impairment losses of non-current
non-fnancial assets
(499.2) (391.2) 27.6% (244.5) (239.9) 1.9%
Amortisation (375.1) (299.8) 25.1% (187.5) (182.7) 2.6%
Depreciation (122.5) (91.3) 34.1% (57.2) (57.2) 0.0%
Impairment losses of non-current
non-fnancial assets
(1.6) N/A 0.2 N/A
Operating proft 554.0 490.3 13.0% 303.4 209.0 45.1%
Net Financial result (181.9) (236.5) (23.1%) (117.5) (181.1) (35.1%)
Financial income 23.3 11.3 106.5% 15.4 2.4 551.5%
Financial costs (197.3) (238.3) (17.2%) (102.7) (176.0) (41.7%)
Foreign exchange (profts)/losses (7.9) (9.5) (16.9%) (30.2) (7.5) 303.4%
Proft/(Loss) before Income tax 372.1 253.8 46.6% 185.8 27.9 565.8%
Income tax expenses (96.1) (150.3) (36.1%) (66.9) (91.4) (26.8%)
Net proft/(loss) 276.0 103.5 166.8% 119.0 (63.5) N/A
Other comprehensive income/
(loss)
(138.9) 185.4 (174.9%) (104.6) 85.3 (222.6%)
Total comprehensive income/
(loss) for the period
137.1 288.9 (52.6%) 14.4 21.8 (34.0%)

Pro-forma historical fnancial information for the Statement of Comprehensive Income in the same form and level of detail used by the Group is not available at the time of this report. Pre-acquisition the Mall Segment operated using a diferent chart of accounts and historical results include the results of entities carved out during the course of its fnancial year ending 31 March 2021. The Group's management has concluded that preparing fully comparable pro-forma information for the prior year pre-acquisition for all fnancial information the Group included in its Consolidated fnancial statements would be too costly to prepare and of minimal value to the user of this managementreport relative to the three pro-forma historical metrics presented above.

AMORTISATION, DEPRECIATION AND IMPAIRMENT LOSSES OF NON-CURRENT NON-FINANCIAL ASSET

Amortisation, depreciation and impairment losses of non-current non-fnancial assets increased by PLN 108.0 million, or 27.6%, from PLN 391.2 million for H1 2022 to PLN 499.2 million for H1 2023, whereas for Q2 2023 Amortisation, depreciation and impairment losses of non-current non-fnancial asset increased by PLN 4.6 million, or 1.9%, from PLN 239.9 million for Q2 2022 to PLN 244.5 million for Q2 2023.

deployment of parcel lockers is driving the growth.

NET FINANCIAL RESULT

Net fnancial result improved by PLN 54.6 million, or 23.1%, from PLN 236.5 million for H1 2022 to PLN 181.9 million for H1 2023, whereas for Q2 2023 net fnancial result improved by PLN 63.6 million, or 35.1%, from PLN 181.1 million for Q2 2022 to PLN 117.5 million for Q2 2023.

The improvement in net fnancial results is driven by the favourable outcome on the settlement of the foating to fxed interest rate swap contracts generating an income of PLN 115.5 million in H1 2023 and PLN 57.4 million for Q2 2023, compared to PLN 26.6 million and PLN 24.8 million for comparable periods, respectively.

The H1 2023 increase includes PLN 55.8 million of depreciation and amortisation costs recognised by the Mall Group and WE|DO, which were consolidated for two quarters of H1 2023, as compared to one quarter of H1 2022, of which a PLN 42.0 million increase charge arises on the fair value uplift to net assets of acquired entities. The remaining increase of PLN 52.2 million for H1 2023 is attributable to the Polish Operations, where higher capital expenditures and the recognition of right of use assets related to newly acquired ofce space leases and the leasing of new locations forthe The above factors were partially ofset by the higher cost of servicing the Group's borrowings generating cost of PLN 300.1 million in H1 2023 and PLN 148.3 million for Q2 2023, compared to PLN 152.7 million and PLN 95.9 million for comparable periods, respectively,resulting from an increase in the nominal value of debt by PLN 1,000.0 million, drawn upon the completion of the acquisition transaction of Mall Group and WE|DO and a signifcant upward movement in the WIBOR reference rate during the course of 2022 as the National Bank of Poland raised its lending rate. This rate was stable at 6.75% between September 2022 and June 2023.

The improvement is also driven by the movement in the valuation of Group borrowings at amortised cost. The Group recognised non-cash fnancial income in the amount of PLN 9.1 million in H1 2023, while in the comparable period, the Group recognised a total of PLN 67.5 million of non-cash charges in fnancial expenses. This was caused by the acquisition of the Mall Group, which resulted in increase in the Group's leverage, translating into a higher interest margin and increased present value of future cash outfows, thereby reducing the amortised cost of debt and generating a non-cash charge in net fnancial expenses.

PLN m (unaudited) H1 2023 H1 2022 Change % Q2 2023
(unaudited)
Q2 2022
(unaudited)
Change %
Current income tax on
profts
(126.4) (118.8) 6.4% (76.0) (85.2) (10.8%)
Adjustments for current
tax of prior periods
13.3 (53.9) N/A (0.7) (53.3) N/A
(Increase)/Decrease in
net deferred tax liability
17.0 22.3 (23.8%) 9.8 47.1 (79.3%)
Income tax expense (96.1) (150.3) (36.1%) (66.9) (91.4) (26.8%)

INCOME TAX EXPENSES

Income tax expenses decreased by PLN 54.3 million, or 36.1%, from PLN 150.3 million for H1 2022 to PLN 96.1 million for H1 2023, whereas for Q2 2023 income tax expenses decreased by PLN 24.5 million, or 26.8%, from PLN 91.4 million for Q2 2022 to PLN 66.9 million Q2 2023.

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 is 19% in each of Poland, Czech Republic and Slovenia. Luxembourg companies are subject to taxation at 24.94% rate, in Slovakia at 21%, in Hungary at 9% and in Croatia at 18%.

The estimated average annual tax rate used for the period ended 30 June 2023 is 25.8%, compared to 59.2% for the six months ended 30 June 2022. The high efective tax rate in the prior year period resulted primarily from signifcant one-of non-cash charges recognised to increase the carrying value of borrowings at amortised cost, tax charges in relation to prior periods as well as unrecognised deferred tax asset arising on the losses incurred by the Mall Group.

NET PROFIT

Net proft increased by PLN 172.5 million, or 166.8%, from PLN 103.5 million for H1 2022 to PLN 276.0 million for H1 2023, whereas for Q2 2023 net proft increased by PLN 182.5 million, from a net loss of PLN 63.5 million for Q2 2022 to net proft of PLN 119.0 million for Q2 2023 as a result of the factors described above.

OTHER COMPREHENSIVE INCOME

Other comprehensive income decreased by PLN 307.5 million, or 174.9%, from PLN 185.4 million for H1 2022 to a loss of PLN 138.9 million for H1 2023, whereas for Q2 2023 decreased by PLN 189.9 million, or 222.6%, from PLN 85.3 million for Q2 2022 to a loss of PLN 104.6 million for Q2 2023 These changes results mainly from reclassifcation

of cash fow hedges from Other Comprehensive Income to net proft, amounting to PLN 131.5 million for H1 2023, upon settlement of foating to fxed interest rate swap contracts, as well as refecting changing interestrate expectations and theirimpact on the fair value of the these contracts.This decrease was further supported by PLN 31.6 loss arising on translation of foreign operations recorded in H1 2023, due to strengthening of Polish zloty against Czech Crown and Euro.

TOTAL COMPREHENSIVE INCOME

Total comprehensive income decreased by PLN 151.8 million, or 52.6%, from PLN 288.9 million for H1 2022 to PLN 137.1 million for H1 2023, whereas for Q2 2023 it decreased by PLN 7.4 million, or 34.0%, from PLN 21.8 million for Q2 2022 to PLN 14.4 million for Q2 2023 as a result of the factors discussed above.

2.2.4. REVIEW OF CASH FLOW PERFORMANCE

The following table summarises net cash fows from operating, investing and fnancing activities for Q2 and H1 2023 and for Q2 and H1 2022.

Cash Flow, PLN m H1 2023 H1 2022 Change % Q2 2023
(unaudited)
Q2 2022
(unaudited)
Change %
Net cash infow/(outfow)
from operating activities
830.1 630.5 31.7% 572.6 253.0 126.3%
Proft before income tax 372.1 253.8 46.6% 185.8 27.9 566.1%
Income tax paid (165.3) (282.2) (41.4%) (107.6) (226.6) (52.5%)
Amortisation, depreciation
and impairment of non-current
non-fnancial assets
499.2 391.2 27.6% 244.5 239.9 1.9%
Net interest expense 173.0 205.8 (16.0%) 87.9 151.7 (42.1%)
Changes in net working capital (96.8) 11.6 (934.1%) 129.7 29.5 339.8%
Other operating cash fow items 47.9 50.4 (4.9%) 32.2 30.6 5.4%
Net cash infow/(outfow)
from investing activities
(249.7) (2,741.8) (90.9%) (120.8) (2,563.8) (95.3%)
Capitalised development costs (201.9) (164.3) 22.9% (100.3) (91.1) 10.1%
of which Polish Operations (163.5) (154.6) 5.7% (81.1) (81.4) (0.4%)
of which International Operations [1] (38.4) (9.7) 295.8% (19.3) (9.7) 98.6%
Other capital expenditure (52.8) (224.4) (76.5%) (22.7) (136.5) (83.4%)
of which Polish Operations (49.0) (215.3) (77.2%) (20.6) (127.4) (83.8%)
of which International Operations (3.8) (9.1) (58.6%) (2.1) (9.1) (76.8%)
Acquisition of subsidiaries (2,353.1) (100.0%) (2,336.3) (100.0%)
Other investing cash fow 5.0 N/A 2.2 N/A
Net cash infow/(outfow)
from fnancing activities
(282.7) 942.3 (130.0%) (122.6) (495.9) (75.3%)
Acquisition of treasury shares (20.1) N/A 0.2 N/A
Borrowings received 1,500.0 (100.0%) N/A
Borrowings repaid (381.0) (100.0%) (381.0) (100.0%)
Interest paid (302.7) (165.6) 82.8% (149.7) (109.2) 37.1%
Interest rate hedging instrument
settlements
131.5 20.1 N/A 69.2 20.4 N/A
Lease payments (80.1) (20.8) 285.1% (40.9) (25.4) 61.0%
Other fnancing cash fow (11.4) (10.4) 9.6% (1.3) (0.7) 88.0%
Net increase/(decrease) in cash
and cash equivalents
297.8 (1,169.0) N/A 329.2 (2,806.7) N/A

[1] Capitalised development expenses related mainly to the Polish tech team working on the Czech marketplace launch preparation were charged to the newly identifedInternational Operations Segment of International Operations: PLN 20.4 million for H1 2023 and PLN 10.6 million for Q2 2023, respectively.

NET CASH FROM OPERATING ACTIVITIES

Net cash from operating activities increased by PLN 199.6 million or 31.7% YoY for H1 2023 It was mainly driven by the higher proft before income tax, which increased by PLN 118.3 million or 46.6% YoY for H1 2023 and increased by PLN 157.9 million or 566.1% YoY for Q2 2023, due to the factors described in earlier sections. The increase in net cash infow from operating activities was further supported by the lower taxation outfows in the amount of PLN 165.3 million compared to an outfow of PLN 282.2 million in the comparable period. The higher tax payments made in H1 2022 mainly refected the post year-end settlement of tax on a higher net proft earned in 2021.

With respect to working capital, the Group recognised a net PLN 96.8 million outfow in H1 2023 compared to an infow of PLN 11.6 million in the comparative period. This unfavourable movement is mainly attributable to the signifcant decrease in trade and other payables, as a result of typical Q4 peak seasonality in Mall Group as the settlements with suppliers continue throughout Q1 after the Christmas season, while this was not applicable in the comparable period as the acquisition of the Mall Group a.s. and WE|DO CZ s.r.o. was closed after Q1.

The working capital headwind described above was mitigated by the positive changes in the area of consumer loans. Despite the signifcant growth of the Group's consumer lending operations, translating to PLN 3.7 billion of loans originated in H1 2023 (+66.4% YoY), the Group recorded an infow in working capital of PLN 76.3 million, comparing to an outfow of PLN 87.1 million in the comparable period. During H1 2023, PLN 2.1 billion of loans were sold to the fnancing partner.

The outfow in net working capital was further limited by the decreased inventory balance (infow of PLN 98.7 million in H1 2023, compared to an outfow of PLN 19.5 million in H1 2022).

NET CASH USED IN INVESTING ACTIVITIES

Net cash used in investing activities was PLN 249.7 million for H1 2023 which represents a YoY lower outfow of PLN 2,492.1 million. This fall in investment mainly refects the cash used in the acquisition of Mall Group and WE|DO in H1 2022. The price for shares in Mall Group and WE|DO was settled via the combination of stock consideration and a cash payment from both new debt fnancing and the Group's own funds. The total cash outfow for H1 2022 recorded upon the completion of the acquisition transaction was PLN 2,353.1 million.

Excluding the impact of the acquisition, the Group's other capital expenditures decreased by PLN 171.6 million, or 76.5% YoY for H1 2023 and decreased by PLN 113.8 million or 83.4% YoY for Q2 2023. This decrease refects the slowerroll-out of Allegro's own parcel locker network and investments in the ft out of the Group's ofce buildings completed in Q2 2022. The locker network is being rolled out more slowly in the short term while the Group works on various levers to increase utilisation of the existing lockers. Policy changes and tighter control of investments as part of the Fit to Grow efciency project also contributed to the reduction.

The Group recorded an increase in development costs qualifed for capitalisation, growing by PLN 37.6 million or 22.9% YoY for H1 2023 and by PLN 9.2 million or 10.1% YoY for Q2 2023. The increase mainly refected the increasing cost of employment and contracting of development engineers, while the size of the Group's development teams was held fat. PLN 20.4 million of costs incurred by the Polish tech development teams to prepare the Allegro.cz marketplace were charged to the Allegro International Segment of International Operations during H1 2023.

NET CASH USED IN FINANCING ACTIVITIES

Net cash used in fnancing activities was PLN 282.7 million for H1 2023, and mainly refects the interest paid on the Group's borrowings which amounted to PLN 302.7 million and increased by PLN 137.1 million or 82.8% YoY for H1 2023. The increase refects the rise in the nominal value of debt by PLN 1,000.0 million, drawn upon the completion of the acquisition transaction of Mall Group and WE|DO and a signifcant upward movement in the WIBOR reference rate triggered by the raising of interest rates by the National Bank of Poland. At the same time, the Group recorded favourable outcomes arising on the settlement of foating to fxed interest rate swap contracts generating an infow of PLN 131.5 million for H1 2023 compared to an infow of PLN 20.1 million for H1 2022.

Net cash used in fnancing activities was further driven by the lease payments amounting to PLN 80.1 million which increased by PLN 59.3 million or 285.1% YoY for H1 2023, arising from the lease of new ofce buildings and additional spaces in current buildings in FY 2022.

2.2.5. INDEBTEDNESS

PLN m (unaudited) 30.06.2023 31.03.2023
(unaudited)
31.12.2022
LTM Adjusted EBITDA Polish Operations 2,569.1 2,447.1 2,309.4
LTM Adjusted EBITDA International Operations (252.2) (226.5) (156.8)
Adjusted EBITDA LTM 2,317.0 2,220.6 2,152.7
Borrowings at amortised cost 6,434.2 6,437.2 6,453.5
Lease liabilities 664.6 717.5 690.2
Cash (1,175.3) (846.1) (877.6)
Net Debt 5,923.5 6,308.6 6,266.1
Leverage 2.56 x 2.84 x 2.91 x
Equity 9,138.8 9,096.3 8,981.3
Net debt to Equity 64.8% 69.4% 69.8%

The Group's leverage began to decline as the Polish Operations LTM EBITDA continued its growth (growth in YoY Adjusted EBITDA on a rolling twelve month basis by 29.3% and growth in 2023 by 11.2%) and brought leverage down from a peak of 3.54x at the end of June 2022, following the Mall Acquisition, to 2.91x at the end of December 2022 and further down to 2.56x at the end of June 2023. Deleveraging in H1 2023 was further supported by cash generated (details in note 2.2.2.4) of PLN 298 million from lower capital investments, reduced net working capital in the Mall Segment and extending the scope of Allegro Pay loan sales to Aion Bank.

The Group's senior indebtedness of PLN 6.5 billion gross debt is due on 14 October 2025 and incurs foating rate interest plus a margin dependent on the Group's leverage.

From the total senior debt, PLN 4.2 billion is hedged until June 2024 at an average fxed rate of 1.32% and a further PLN 2.0 billion is hedged from July 2024 to October 2025 at average fxed rate of 5.07%.

3. Important events

The Group's Management sets out below important events that have occurred at the Group during the frst six months of the fnancial year.

SOFT LAUNCH OF ALLEGRO.CZ

On May 9th 2023, the Group launched Allegro.cz, an e-commerce platform fully tailored to the Czech market, marking a new stage in the expansion of the platform and its partners in the region. By launching the Allegro.cz platform, the Group has extended its marketplace target addressable market to nearly 50 million people.

The new platform operates based on the "list once, sell everywhere" rule, meaning that merchants already registered on Allegro.pl do not need to sign up in the new domain. The launch of Allegro. cz was another step, after acquiring MALL Group and WE|DO, in the Group's ambition to become the leading e-commerce platform in Central and Eastern Europe. Since the soft launch of the platform in early May the Group has been gradually building marketing investment, while developing a playbook for further international launches.

Following the successful soft launch of the Czech marketplace, on July 31st 2023, already after the reporting period, the Group has moved on to the hard launch of the platform, with a broad ATL (Above The Line, i.e. using mass media) marketing campaign. The "Bigger, Bigger" campaign, emphasising the selection advantage, has shown promising early results, with rapidly increasing Allegro brand awareness and trafc.

APPOINTMENT OF TWO NEW INDEPENDENT NON-EXECUTIVE DIRECTORS

On May 12th 2023,the Annual General Meeting ofthe Company appointed Catherine Faiers and Tomasz Suchański as independent directors of the Company for three years with efect from 12 May 2023. Catherine Faiers is a highly regarded e-commerce leader, with proven executive experience in roles across strategy, sales, marketing, product, technology, fnance, and operations. Tomasz Suchański is CEO of Żabka Group, leader of the convenience model in Central and Eastern Europe. The Board believes that the appointment of Catherine Faiers and Tomasz Suchański as independent directors is in the best interests of the Company, being a step towards the announced target of achieving a majority of Board Members being independent directors not later than 1 September 2026.

CONCLUDING THE COOPERATION AGREEMENT WITH AION BANK SA / NV AND VODENO SP. Z O.O. REGARDING THE LAUNCH OF SERVICES IN THE BANK-AS-A-SERVICE MODEL

On June 30th 2023, Allegro Pay sp. z o.o., Allegro sp. z o.o., Aion Bank SA / NV, a Belgium credit institution, acting through its Polish branch trading under the name "Aion Bank S.A. Spółka Akcyjna Oddział w Polsce'' ("AION") and Vodeno sp. z o.o. ("Vodeno"), a company belonging to the same capital group as AION, entered into the cooperation agreement (the "Cooperation Agreement").

The Cooperation Agreement established rules of cooperation within the scope of certain banking products based on the Banking-as-a-Service model.

Under the Cooperation Agreement, AION will provide certain banking services, including payment and saving accounts (the "Banking Accounts") for customers making purchases on the Allegro platform and will make available its technical platform functionalities via API which will be operated by Vodeno, as AION's subcontractor. Allegro Pay will act as AION's outsourcing service provider within the scope of: (i) supporting customers in the onboarding process, (ii) providing customer support in relation to the banking services and (iii) providing onboarding process and management of the Banking Accounts through the Allegro platform. Allegro Pay will provide Allegro platform functionalities through Allegro, as Allegro Pay's subcontractor. The Cooperation Agreement was concluded for a period of 5 years with the possibility of its extension and it contains exclusivity and non-compete provisions.

Other events and transactions during the frst six months of the fnancial year afecting the fnancial position and performance of the Group and their impact on the condensed fnancial statements, are described in the Note 5 and Note 6 to the Interim Condensed Consolidated Financial Statements of Allegro.eu Group for the six month period ended 30 June 2023. Please refer to Interim Condensed Consolidated Financial Statements for more details: Note 5: "Signifcant Changes in the Current Reporting Period", and Note 6: "Group Structure".

11.3% YoY growth 10-11% YoY growth
18.4% YoY growth 19-21% YoY growth
22.1% YoY growth 30-32% YoY growth
PLN 101.7m PLN 85-95m

4. Recent trading

Real declines in Polish retail sales this year reached a bottom of – 7.3% in March and April before recovering to – 2.7% by August. In nominal terms,retail sales growth has been falling sequentially from 15.1% in January to 1.8% in May and has improved gradually to 3.1% in August. Against this continued headwind, GMV growth forthe Polish Operations is expected to reach 10–11% for the entire Q3 2023. Growth in July and August was in line with Q2. September growth has been more muted as cooler autumn weather is yet to arrive, while the prior year comparative includes signifcant purchases of expensive heating equipment for utilisation in Ukraine.

In the Mall Segment, four of the CE-5 economies continue to see falling real retail sales (July, YoY: Czech Republic – 1.8%, Hungary – 7.7%, Slovakia – 4.4%, Slovenia – 16.3%), while infation has fallen to single digits in Czech Republic, Croatia, Slovakia and Slovenia, with only Hungary still above 10%. Given that weak demand is has continued much longer than the Management originally anticipated, the Group is focusing on gross margin and efciency of marketing spend in order to limit Adjusted EBITDA losses in the legacy Mall Segment. As a result GMV decline in the Mall Segment for Q3 is expected in the 29–31% range YoY.

In contrast, the allegro.cz marketplace has accelerated signifcantly following its hard commercial launch on 31 July and is expected to deliver approximately PLN 190 million of GMV in Q3, up more than 3x QoQ.

The Allegro.cz marketplace is therefore expected to reduce GMV loss in the International Operations by approximately 19 pp to a range of 10–12%.

On a consolidated basis, the Group is therefore expecting GMV growth for Q3 between 8% and 9% YoY.

5. Expectations and targets for Q3 2023

The expectations and targets for Q3 2023 are set out below:

Polish Operations Q2'23E Q2'23 Actual Q3'2023E
GMV 11–12% YoY growth 11.3% YoY growth 10–11% YoY growth
Revenue 16–18% YoY growth 18.4% YoY growth 19–21% YoY growth
Adjusted EBITDA [1] 13–16% YoY growth 22.1% YoY growth 30–32% YoY growth
Capex [2] PLN 110–120m PLN 101.7m PLN 85–95m
International Operations Q2'23E Q2'23 Actual Q3'2023E
GMV 3–6% YoY decline [3] 5.7% YoY decline [3] 10–12% YoY decline [3]
Revenue 8–11% YoY decline [3] 16.8% YoY decline [3] 32–34% YoY decline [3]
Adjusted EBITDA [1] PLN 110–120m loss PLN 92.8m loss PLN 100–110m loss
Capex [2] PLN 35–40m PLN 20–25m
Group Consolidated Q2'23E Q2'23 Actual Q3'2023E
GMV 10–11% YoY growth 10.3% YoY growth 8–9% YoY growth
Revenue 9–11% YoY growth 8.5% YoY growth 3–5% YoY growth
Adjusted EBITDA [1] 3–8% YoY growth 19.9% YoY growth 23–25% YoY growth
Capex [2] PLN 145–160 PLN 123.0m PLN 105–120m

[1] Adjusted EBITDA defned as EBITDA pre group restructuring and development costs, stock-based compensation and other one-of items

[2] Represents cash capex and does not include leased assets (which are presented in balance sheet) [3] Including positive impact from PLN/CZK FX rate changes

ALLEGRO.EU S.A. GROUP HALF-YEAR REPORT for six month period ended 30 June 2023

6. Significant events after the end of the reporting period

On 12 September 2023, Mr. Alvise Favara resigned from the position of member of the Management Board of Allegro sp z o.o., a wholly owned indirect subsidiary of the Company, and other positions held within the Company's group, with immediate efect. Alvise Favara will remain available until 31 March 2024 to ensure a smooth transition of functions to his successor as Chief Commercial Ofcer (CCO).

RESIGNATION OF A MEMBER OF THE MANAGEMENT BOARD OF ALLEGRO SP. Z O.O.

For summary of other key events occurring after the reporting period please refer to the Note 19 to the Interim Condensed Consolidated Financial Statements of the Group forthe three and six month periods ended 30 June 2023: "Events Occurring After The Reporting Period".

7. Principal risks and uncertainties

Due to inherent uncertainty over the future evolution of the Group's principal risks and uncertainties, as well as future developments in the Polish, Central European and global economies, in the management's assessment actual future results could difer materially from those discussed in any expectations, projections or other forward-looking statements included throughout this Report.

Principalrisks and uncertainties have been identifed by the Group and described in detail in section 2 "Risk Management System, Risk Factors, and Regulatory Matters" of the Group's Annual Report for the fnancial year ended 31 December 2022 ("2022 Annual Report"), which was approved by the Board of Directors 29 March 2023 and which has been subsequently published on the Company's website. The general nature of these risks includes, but is not limited to, the following key factors:

  • Risks related to the macroeconomic situation in Poland and CE-5 countries including, but not limited to impact of higher infation, increasing pressure on wages growth, risk of deterioration in consumer sentiment and disposable income The Group's expectations, assumptions and judgements underlying its near-term outlook and other forward-looking performance measures may prove inaccurate, and as a result the Group may be unable to meet its expectations or achieve its targeted fnancial results.
  • Risks and uncertainties arising from the invasion of Ukraine impacting stability in the region and potential wider efects of the confict on the economy of Poland and CEE countries where the Group operates, including, but not limited to, disruption from sanctions on trade with Russia, including energy imports to the European Union and further energy crisis in Europe, global food shortages from disruption to crop production in Ukraine and exports, further infationary pressure and erosion of the disposable incomes of the Group's buyers, fnancial burden of supporting Ukrainian refugees and other.

  • Risks related to the group's business and industry, including but not limited to risks of existing and new competition, dependence on a strong brand, continued secular trend of e-commerce growth, user's perception, system interruptions of any third party business partners.

  • Risks related to the execution of the key business development programs, including but not limited to implementation of strategic objectives as refected in the Management's seven priorities as announced in September 2022, such as maintaining Group's strong position in Poland; developing and launching new consumer fnance products by Allegro Pay; rolling out Allegro 3P marketplace model in other countries, improving the economics of Smart! and delivery operations, turning around Mall 1P operations or optimising Group's costs.

The Group has in the past and may continue in the future to engage in opportunistic acquisitions of other companies, businesses or assets, either in Poland or abroad, giving rise to signifcant additional business, regulatory and legal risks, including, but not limited to execution and postmerger integration risks.

  • Specifcally with regards to the Mall Group / WE|DO Acquisition, the Group identifes the following potential risks and uncertainties:
  • Risks to the group's strategy to transform the acquired entities and improve their growth and fnancial performance. Such factors include, but are not limited to: Transformation of the Mall Group business model from a majority proprietary sales model (1P) to a majority marketplace model (3P); Integration of the existing Mall Group sales platforms with the Group's platforms; Maintaining the Mall Group's current active buyer base; Cross-border goods logistics in the Mall Group; Risks of underestimating the costs of integration and operating expenses of operating in the revised 3P focused model in the new countries; Retention of key employees and management; Possible difculties in creating a single culture within the Group, and/or in the creation of an efcient organisational structure managing across countries and functions
  • Currency risk for the consolidated results and dividend infows of the Group
  • Ability to hire new and maintain existing staf
  • Epidemiological situation in Poland and in the markets where the Mall Group operates
  • Compliance with laws and regulations, including, but not limited to data protection laws, consumer protection laws, regulations governing e-commerce and competition laws, intellectual property matters, taxation and customs matters, fnancial services as well as potential future regulations that might impose additional requirements and other obligations on the Group's business. Relevant new Polish and EU laws are described in the following paragraph.

From time to time, the Group may be involved in various claims and legal proceedings relating to claims arising out of its operations, such as legal disputes relating to the minority stake of shares in eBilet, or proceedings before the OCCP President. These proceedings have been described in detail in the Group's 2022 annual report.

  • In the past, the OCCP President has informally asked the Group for information about its operations, and may issue similar requests in the future. From time to time, the Group may be also involved in various explanatory proceedings. Such information requests and proceedings may relate to the protection of competition and/ or protection of consumers and cooperation and responding to the incoming requests and explanatory proceedings may take a lot of resources. If the OCCP President is not satisfed with the response to such informal requests for information, he can issue additional informal requests and/orinitiate explanatory proceedings. These explanatory proceedings are a preliminary step that does not have to lead to the initiation of formal proceedings against Allegro. If the OCCP President decides to pursue the matters covered by these explanatory proceedings, he will open the main proceedings (regarding the potential antitrust/ consumer laws violations) against Allegro.
  • Risks related to control, security and prevention mechanisms of the group's compliance structure might not be sufcient to adequately protect the group from all legal or fnancial risks. Integrating recently acquired businesses to comply with such structures takes time and increases compliance risks following recent acquisitions.
  • The group's ability to generate or raise sufcient cash to service its debt and sustain its operations depends on many factors beyond the group's control
  • Financial risks, including market risk, credit risk, liquidity risk, risk of changes in interest rates, currency risk.

Since publication of the 2022 Annual Report when the above list of Principal Risks and Uncertainties was accepted by the Board of Directors, a number of Polish and EU laws that will impact Allegro operations and will require internal implementations were adopted by the relevant legislative bodies. The following risks have been identifed by the Group's Management:

Since 2022 Annual Report a number of Polish and EU laws were adopted including regulation (EU) 2022/2554 on digital operational resilience for the fnancial sector (DORA) (adopted), regulation (EU) 2023/988 on general product safety (adopted), data act (fnalised), E-evidence directive and regulation (fnalised).

and the European Union Customs Authority, and repealing Regulation (EU) No 952/2013, COM(2023) 258 fnal, Proposal for a COUNCIL REGULATION amending Regulation (EEC) No 2658/87 as regards the introduction of a simplifed tarif treatment for the distance sales of goods and Regulation (EC) No 1186/2009 as regards the

services in the Internal Market amending Directive 98/26/EC and repealing Directives 2015/2366/EU and 2009/110/

and amending Regulations (EU) No 1093/2010, (EU) No 1094/2010, (EU) No 1095/2010 and (EU) 2022/2554,

  • [1] Proposal for a Regulation of the European Parliament and of the Council establishing the Union Customs Code elimination of the customs duty relief threshold, COM(2023) 259 fnal
  • [2] Proposal for a Directive of the European Parliament and of the Council on payment services and electronic money EC, COM/2023/366 fnal
  • [3] Proposal for a Regulation of the European Parliament and of the Council on payment services in the internal market and amending Regulation (EU) No 1093/2010, COM/2023/367 fnal
  • [4] Proposal for a Regulation of the European Parliament and of the Council on a framework for Financial Data Access COM(2023) 360 fnal
  • [5] Proposal for a delegated regulation supplementing Regulation (EU) 2022/2065 of the European Parliament and Parliament and of the Council
  • [6] Commission implementing decision of 10.7.2023 pursuant to Regulation (EU) 2016/679 of the European Parliament C(2023) 4745 fnal
  • [7] Proposal for a Regulation of the European Parliament and of the Council laying down additional procedural rules relating to the enforcement of Regulation (EU) 2016/679, COM(2023) 348 fnal
  • [8] Proposal for a Directive of the European Parliament and of the Council on substantiation and communication of explicit environmental claims (Green Claims Directive), COM(2023) 166 fnal
  • [9] Proposal for a Directive of the European Parliament and of the Council on common rules promoting the repair of fnal
  • [10] Proposal for a Directive of the European Parliament and of the Council amending Directive 2008/98/EC on waste COM/2023/420 fnal

of the Council, by laying down rules on the performance of audits for very large online platforms and very large online search engines, Proposal for a Commission Implementing Regulation (EU) on detailed arrangements for the conduct of certain proceedings by the Commission pursuant to Regulation (EU) 2022/1925 of the European

and of the Council on the adequate level of protection of personal data under the EU-US Data Privacy Framework,

goods and amending Regulation (EU) 2017/2394, Directives (EU) 2019/771 and (EU) 2020/1828, COM(2023) 155

Additionally, several new relevant PL and EU draft laws were published, including revision of the EU customs code [1], payment services directive (PSD3) [2] and regulation (PSR) [3], regulation on the Open Finance Framework [4], delegated and implementing acts on the Digital Services Act (DSA) [5] and the Digital Markets Act (DMA), adequacy decision regarding the Data Privacy Framework between the European Union and the United States [6], proposal for a Regulation that will improve cooperation between national data protection authorities when enforcing the General Data Protection Regulation (GDPR) [7], proposal for a directive on substantiation and communication of explicit environmental claims (Green Claims Directive) [8], proposal for a directive on common rules promoting the repair of goods [9], waste framework directive [10] and several sectoral proposals on product labelling.

8. Shareholders of Allegro.eu

As of 30 June 2023 and to the best of Management's knowledge, the Company's shares were held by the following entities:

Since there is no obligation for shareholders to inform the Company of any transfer of bearer shares, save forthe obligations provided by the Luxembourg law of 15 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, the Company shall not be liable for the accuracy or completeness of the information on the number of shares held by individual shareholders.

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. 262 928 572 24.88% 262 928 572 24.88%
Permira VI Investment
Platform Limited
262 928 572 24.88% 262 928 572 24.88%
Mepinan S.à r.l. 58 428 574 5.53% 58 428 574 5.53%
Free Float 472 619 135 44.72% 472 619 135 44.72%
Total: 1 056 904 853 100.00% 1 056 904 853 100.00%

10. Related parties transactions

We are engaged in certain commercial and fnancial transactions with related parties. Please refer to Note 18 to the Interim Condensed Consolidated Financial Statements of the Group for the six month periods ended 30 June 2023, and to Note 36 to the Consolidated Financial Statements of the Group for the year ended 31 December 2022, for further details.

Appendix 1. Reconciliation of the key Alternative Performance Measures to the Financial Statements

This section includes a reconciliation of certain Alternative Performance Measures to most directly reconcilable items presented in the Financial Statements of the Group.

The information regarding the total amount of capital expenditures recorded in Q2 and H1 2023 and 2022 is presented in the investing activities section of the interim condensed consolidated statement of cash fow as a separate line named: "Payments for property, plant & equipment and intangibles".

PLN m (unaudited) H1 2023 H1 2022 Q2 2023 Q2 2022
Capitalised development costs (201.9) (164.3) (100.3) (91.1)
Other capital expenditure (52.8) (224.4) (22.7) (136.5)
Total capital expenditure (254.7) (388.7) (123.0) (227.6)
Capitalised development costs (201.9) (164.3) (100.3) (91.1)
Other capital expenditure (52.8) (224.4) (22.7) (136.5)
Total capital expenditure (254.7) (388.7) (123.0) (227.6)
PLN m (unaudited) H1 2023 H1 2022 Q2 2023 Q2 2022
Staf costs – Capitalisation of development costs (144.2) (98.5) (73.5) (54.0)
IT service expenses – Capitalisation of
development costs
(8.7) (6.8) (4.4) (3.8)
Other expenses – Capitalisation of development
costs
(55.8) (58.9) (26.9) (33.3)
Capitalised cost of Allegro Incentive Program 6.8 4.5
Capitalised development costs (201.9) (164.3) (100.3) (91.1)

The amount of capitalised development costs is a sum of capitalised staf costs and capitalised other expenses. Both amounts are separately presented underthe Operating expenses section of the interim condensed consolidated statement of comprehensive income.

Capitalised development costs

Total capital expenditures

The amount of each title impacting the working capital for the H1 2023 and 2022 respectively, are presented in the separate lines of the interim condensed consolidated statement of cash fow. However, the quarterly numbers are not disclosed, as there is no such obligation to do so.

Represents Adjusted EBITDA divided by Revenue. Please refer to the calculation for Q2 and H1 2023 and 2022 below.

Represents Adjusted EBITDA divided by GMV. Please refer to the calculation for Q2 and H1 2023 and 2022 below.

Represents retail revenue minus cost of goods sold, divided by retail revenue. Please refer to the calculation for Q2 and H1 2023 and 2022 below.

Changes in working capital

Adjusted EBITDA/revenue (%) for the Polish Operations

Adjusted EBITDA/GMV (%) for the Polish Operations

1P Gross Margin for the Polish Operations

PLN m (unaudited) 30.06.2023 31.03.2023 31.12.2022
Adjusted EBITDA LTM 2,317.0 2,220.6 2,152.7
(+) Borrowings at amortised cost 6,434.2 6,437.2 6,453.5
Non-current liabilities 6,434.2 6,437.2 6,451.8
Current liabilities 1.7
(+) Lease liabilities 664.6 717.5 690.2
Non-current liabilities 530.9 580.6 567.7
Current liabilities 133.7 136.8 122.5
(-) Cash (1,175.3) (846.1) (877.6)
= Net Debt 5,923.5 6,308.6 6,266.1
Leverage (Net Debt / Adjusted EBITDA LTM) 2.56 x 2.84 x 2.91 x

Net debt and Leverage

Whilst the Adjusted EBITDA LTM cannot be directly reconciled to the interim condensed consolidated fnancial statement, as it refers to the preceding twelve months, the amount of the remaining titles impacting the "Net Debt" and "Leverage" is readily observable in the interim condensed consolidated statement of fnancial position as a part of current assets as well as current and non-current liabilities.

H1 2023 H1 2022 Q2 2023 Q2 2022
1,273.9 1,014.2 673.3 551.3
3,602.4 2,992.7 1,894.0 1,600.1
35.36% 33.89% 35.55% 34.45%
PLN m (unaudited) H1 2023 H1 2022 Q2 2023 Q2 2022
Adjusted EBITDA 1,273.9 1,014.2 673.3 551.3
GMV 25,823.6 22,934.1 13,484.1 12,110.1
Adjusted EBITDA/GMV (%) 4.93% 4.42% 4.99% 4.55%
PLN m (unaudited) H1 2023 H1 2022 Q2 2023 Q2 2022
Retail revenue 211.6 185.8 112.1 103.1
Cost of goods sold 204.2 187.3 111.4 103.0
1P Gross Margin 3.52% (0.83%) 0.58% 0.06%

Represents Adjusted EBITDA divided by GMV. Please refer to the calculation for Q2 and H1 2023 and 2022 below.

Represents Adjusted EBITDA divided by GMV. Please refer to the calculation for Q2 and H1 2023 and 2022 below.

Represents retail revenue minus cost of goods sold, divided by retail revenue. Please refer to the calculation for the Q2 and H1 2023 and 2022 below.

Adjusted EBITDA/GMV (%) for the International Operations

Adjusted EBITDA/GMV (%) for the Mall Segment

1P Gross Margin for the International Operations

Represents Adjusted EBITDA divided by Revenue. Please refer to the calculation for the Q2 and H1 2023 and 2022 below.

Represents Adjusted EBITDA divided by Revenue. Please refer to the calculation for Q2 and H1 2023 and 2022 below.

Adjusted EBITDA/revenue (%) for the International Operations

Adjusted EBITDA/revenue (%) for the Mall Segment

PLN m (unaudited) H1 2023 H1 2022 Q2 2023 Q2 2022
Adjusted EBITDA (119.5) (67.1) (66.2) (67.1)
Revenue 1,119.3 610.7 505.5 610.7
Adjusted EBITDA/revenue (%) (10.68%) (10.99%) (13.09%) (10.99%)
PLN m (unaudited) H1 2023 H1 2022 Q2 2023 Q2 2022
Adjusted EBITDA (162.5) (67.1) (92.8) (67.1)
Revenue 1,121.7 610.7 507.9 610.7
Adjusted EBITDA/revenue (%) (14.49%) (10.99%) (18.27%) (10.99%)
PLN m (unaudited) H1 2023 H1 2022 Q2 2023 Q2 2022
Adjusted EBITDA (119.5) (67.1) (66.2) (67.1)
GMV 1,492.2 787.9 692.3 787.9
Adjusted EBITDA/GMV (%) (8.01%) (8.52%) (9.56%) (8.52%)
PLN m (unaudited) H1 2023 H1 2022 Q2 2023 Q2 2022
Adjusted EBITDA (162.5) (67.1) (92.8) (67.1)
GMV 1,542.9 787.9 743.0 787.9
Adjusted EBITDA/GMV (%) (10.53%) (8.52%) (12.49%) (8.52%)
PLN m (unaudited) H1 2023 H1 2022 Q2 2023 Q2 2022
Retail revenue 1,037.6 568.0 469.3 568.0
Cost of goods sold 914.1 500.2 414.5 500.2
1P Gross Margin 11.90% 11.93% 11.69% 11.93%

Represents Adjusted EBITDA divided by GMV. Please refer to the calculation for the Q2 and H1 2023 and 2022 below.

Adjusted EBITDA/GMV (%) for the Allegro International Segment

Represents Adjusted EBITDA divided by Revenue. Please refer to the calculation for Q2 and H1 2023 and 2022 below.

Adjusted EBITDA/revenue (%) for the Allegro International Segment

Revenue
Adjusted EBITDA/revenue (%)
3.2
(1,345.52%)

N/A
3.2
(835.19%)

N/A
Adjusted EBITDA (43.0) N/A (26.7) N/A
PLN m (unaudited) H1 2023 H1 2022 Q2 2023 Q2 2022
PLN m (unaudited) H1 2023 H1 2022 Q2 2023 Q2 2022
Adjusted EBITDA (43.0) N/A (26.7) N/A
GMV 56.7 56.7
Adjusted EBITDA/GMV (%) (75.84%) N/A (47.08%) N/A

THE GROUP'S SUMMARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE POLISH OPERATIONS AND THE INTERNATIONAL OPERATIONS

for H1 2023, H1 2022, Q2 2023 and Q2 2022, respectively

Consolidated statement
of comprehensive income (audited),
PLN m
Polish Operations International Operations Eliminations Total
H1 2023 H1 2022 Change % H1 2023 H1 2022 Change % H1 2023 H1 2022 Change % H1 2023 H1 2022 Change %
GMV 25,823.6 22,934.1 12.6% 1,542.9 787.9 95.8% N/A 27,366.5 23,722.1 15.4%
of which 1P 252.2 217.4 16.0% 1,217.0 664.0 83.3% N/A 1,469.2 881.3 66.7%
of which 3P 25,571.4 22,716.8 12.6% 325.8 123.9 162.9% N/A 25,897.3 22,840.7 13.4%
Revenue 3,602.4 2,992.7 20.4% 1,121.7 610.7 83.7% (5.3) (0.7) 687.4% 4,718.9 3,602.7 31.0%
Marketplace revenue 2,846.6 2,418.0 17.7% 39.0 14.4 171.8% N/A 2,885.6 2,432.3 18.6%
Price comparison revenue 102.3 90.9 12.5% N/A (0.1) (100.0%) 102.3 90.8 12.6%
Advertising revenue 373.8 266.3 40.4% 1.2 2.1 (43.3%) (0.0) (100.0%) 375.0 268.4 39.7%
Retail revenue 211.6 185.8 13.9% 1,037.6 568.0 82.7% (0.3) (0.6) (49.5%) 1,248.9 753.2 65.8%
Other revenue 68.1 31.7 114.5% 43.9 26.2 67.1% (5.0) (0.0) 67,766.5% 107.0 58.0 84.6%
Operating expenses (2,375.5) (2,037.5) 16.6% (1,295.5) (684.4) 89.3% 5.3 0.7 687.7% (3,665.7) (2,721.2) 34.7%
Payment charges (67.1) (68.2) (1.7%) (8.0) (2.9) 176.9% 0.1 N/A (75.0) (71.1) 5.5%
Cost of goods sold (204.2) (187.3) 9.0% (918.3) (500.2) 83.6% 0.3 0.6 (49.5%) (1,122.1) (687.0) 63.3%
Net costs of delivery (1,031.4) (783.3) 31.7% (8.8) (0.1) 11,856.4% 0.0 N/A (1,040.2) (783.3) 32.8%
Marketing service expenses (396.9) (340.9) 16.4% (108.2) (51.6) 109.7% 0.0 N/A (505.1) (392.6) 28.7%
Staf costs (403.2) (381.8) 5.6% (189.9) (79.3) 139.5% 0.0 0.0 31,426.7% (593.0) (461.1) 28.6%
IT service expenses (78.2) (70.5) 11.0% (18.0) (7.3) 147.3% 1.9 N/A (94.3) (77.8) 21.2%
Other expenses (166.3) (166.9) (0.4%) (43.0) (43.5) (1.2%) 2.9 0.1 3,072.3% (206.4) (210.3) (1.8%)
Net impairment losses on fnancial and
contract assets
(28.2) (35.6) (20.6%) (1.3) 0.5 (384.2%) N/A (29.6) (35.1) (15.8%)
Transaction costs (3.0) (100.0%) N/A N/A (3.0) (100.0%)
Operating proft before amortisation,
and depreciation and impairment losses
of non-current non-fnancial assets
(EBITDA)
1,226.9 955.1 28.5% (173.8) (73.7) 135.8% N/A 1,053.2 881.5 19.5%

Appendix 2. Summary of consolidated statements of comprehensive income for the Group

Consolidated statement Polish Operations International Operations Eliminations Total
of comprehensive income (audited),
PLN m
Q2 2023 Q2 2022 Change % Q2 2023 Q2 2022 Change % Q2 2023 Q2 2022 Change % Q2 2023 Q2 2022 Change %
GMV 13,484.1 12,110.1 11.3% 743.0 787.9 (5.7%) N/A 14,221.2 12,898.0 10.3%
of which 1P 134.2 122.3 9.8% 552.9 664.0 (16.7%) N/A 687.1 786.2 (12.6%)
of which 3P 13,349.9 11,987.8 11.4% 190.1 123.9 53.4% N/A 13,540.0 12,111.8 11.8%
Revenue 1,894.0 1,600.1 18.4% 507.9 610.7 (16.8%) (4.2) (0.7) 527.7% 2,397.7 2,210.1 8.5%
Marketplace revenue 1,499.5 1,296.1 15.7% 21.5 14.4 49.9% 0.00 N/A 1,521.0 1,310.5 16.1%
Price comparison revenue 47.4 43.5 8.8% N/A (0.1) (100.0%) 47.4 43.5 9.0%
Advertising revenue 191.9 143.4 33.9% 0.0 2.1 (99.1%) (0.0) (100.0%) 192.0 145.5 31.9%
Retail revenue 112.1 103.1 8.7% 469.3 568.0 (17.4%) (0.2) (0.6) (72.0%) 581.3 670.5 (13.3%)
Other revenue 43.1 13.9 209.1% 17.1 26.2 (35.0%) (4.0) (0.0) 54,970.9% 56.1 40.2 39.7%
Operating expenses (1,240.4) (1,077.4) 15.1% (613.6) (684.4) (10.3%) 4.2 0.7 528.1% (1,849.8) (1,761.1) 5.0%
Payment charges (34.3) (34.4) (0.1%) (4.7) (2.9) 62.5% 0.1 N/A (39.0) (37.3) 4.6%
Cost of goods sold (111.4) (103.0) 8.2% (418.6) (500.2) (16.3%) 0.3 0.6 (53.6%) (529.8) (602.6) (12.1%)
Net costs of delivery (542.6) (420.5) 29.0% (5.8) (0.1) 7,796.9% 0.0 N/A (548.4) (420.6) 30.4%
Marketing service expenses (211.0) (182.4) 15.7% (63.1) (51.6) 22.2% 0.0 N/A (274.0) (234.0) 17.1%
Staf costs (218.4) (196.8) 11.0% (86.6) (79.3) 9.2% 0.0 0.0 31,426.7% (305.0) (276.1) 10.5%
IT service expenses (39.9) (37.4) 6.6% (8.9) (7.3) 22.0% 1.9 N/A (46.8) (44.7) 4.8%
Other expenses (69.1) (91.3) (24.3%) (24.8) (43.5) (42.9%) 1.8 0.1 1,925.7% (92.1) (134.7) (31.6%)
Net impairment losses on fnancial and
contract assets
(13.8) (14.4) (4.7%) (1.1) 0.5 (334.6%) N/A (14.8) (14.0) 6.3%
Transaction cost 2.8 (100.0%) 2.8 (100.0%)
Operating proft before amortisation,
depreciation and impairment losses
of non-current non-fnancial assets
(EBITDA)
653.5 522.6 25.0% (105.7) (73.7) 43.4% N/A 547.9 448.9 22.0%

III.

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 H1 2023 Interim Condensed Consolidated Financial 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:

Darren Huston Director and Chairman

Roy Perticucci Director and CEO

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

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.

Responsibility of the "Réviseur d'entreprises agréé"

Our responsibility is to express a conclusion on these interim condensed consolidated financial

Report on Review of Interim Condensed Consolidated Financial Statements Report on Review of Interim Condensed Consolidated Financial Statements To the Board of Directors of Allegro.eu S.A.

financial statements, taken as a whole, are not prepared in all material respects in accordance with the

applicable financial reporting framework.

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

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

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

Report on Review of Interim Condensed Consolidated Financial Statements 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 condensed interim Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256) R.C.S. Luxembourg B 65 477 - TVA LU25482518

audit opinion on these interim condensed consolidated financial statements.

To the Board of Directors of Allegro.eu S.A. 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 condensed interim

Page number to be inserted

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.

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 June 2023, 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 six – month period then ended, and a summary of significant accounting policies and other explanatory information. A review of condensed interim 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. The procedures performed in a review are substantially less than those performed in an audit

Malik Lekehal

Board of Directors' responsibility for the interim condensed consolidated financial statements conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on these interim condensed consolidated financial statements.

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 June 2023, 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 six – month period then ended, and a summary of significant accounting policies and other explanatory information.

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

PricewaterhouseCoopers, Société coopérative Luxembourg, 27 September 2023 Represented by PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg

independent auditor of the entity") as adopted for Luxembourg by the "Institut des Réviseurs

financial statements, taken as a whole, are not prepared in all material respects in accordance with the

applicable financial reporting framework.

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

Report on Review of Interim Condensed Consolidated Financial Statements

To the Board of Directors of

Allegro.eu S.A.

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 June 2023, 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 six – 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 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.

Responsibility of the "Réviseur d'entreprises agréé"

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 condensed interim financial statements, taken as a whole, are not prepared in all material respects in accordance with the applicable financial reporting framework.

A review of condensed interim 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.

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.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Interim Condensed Consolidated Statement of comprehensive income

6 months
ended
30.06.2023
6 months
ended
30.06.2022
3 months
ended
30.06.2023
3 months
ended
30.06.2022
Note
Revenue 9 4,718,871 3,602,655 2,397,708 2,210,056
Operating expenses (3,665,718) (2,721,200) (1,849,839) (1,761,118)
Payment charges (75,011) (71,098) (38,965) (37,252)
Cost of goods sold (1,118,007) (686,967) (525,647) (602,650)
Net costs of delivery (1,061,264) (783,331) (569,486) (420,617)
Marketing service expenses (503,853) (392,556) (272,787) (234,001)
Staf costs net (593,039) (461,099) (304,954) (276,086)
Staf costs gross (737,207) (559,615) (378,463) (330,054)
Capitalisation of development costs 144,168 98,516 73,509 53,968
IT service expenses (94,268) (77,768) (46,802) (44,669)
IT service expenses gross (103,006) (84,605) (51,210) (48,466)
Capitalisation of development costs 8,738 6,837 4,408 3,797
Other expenses net (190,700) (210,289) (76,348) (134,707)
Other expenses gross (246,478) (269,206) (103,273) (167,993)
Capitalisation of development costs 55,778 58,917 26,925 33,286
Net impairment losses on fnancial
and contract assets
(29,576) (35,108) (14,850) (13,974)
Transaction costs (2,984) 2,838
Operating proft before amortisation,
depreciation and impairment losses
of non-current non-fnancial assets
1,053,153 881,455 547,869 448,938
Amortisation, depreciation and
impairment losses of non-current
non fnancial assets
(499,189) (391,161) (244,482) (239,915)
Amortisation (375,051) (299,813) (187,539) (182,749)
Depreciation (122,546) (91,348) (57,185) (57,166)
Impairment losses of non-current
non-fnancial assets
(1,592) 242
Note 6 months
ended
30.06.2023
6 months
ended
30.06.2022
3 months
ended
30.06.2023
3 months
ended
30.06.2022
Operating proft/(loss) 553,964 490,294 303,387 209,023
Net Financial costs 10 (181,883) (236,497) (117,544) (181,108)
Financial income 23,282 11,275 15,361 2,358
Financial costs (205,165) (247,772) (132,905) (183,466)
Proft/(loss) before income tax 372,081 253,797 185,843 27,915
Income tax expenses 11 (96,081) (150,346) (66,889) (91,414)
Net Proft/(loss) 276,000 103,451 118,954 (63,499)
Other comprehensive income/(loss)
– Items that may be reclassifed to
proft or loss
(138,941) 168,612 (104,561) 68,473
Gain/(loss) on cash fow hedging (24,674) 279,913 (14,036) 146,327
Cash fow hedge – Reclassifcation from
OCI to proft or loss
(115,392) (20,149) (57,405) (20,372)
Deferred tax relating to these items 32,731 (66,650) 15,357 (32,980)
Exchange diferences on translation
of foreign operations
(31,606) (24,502) (48,477) (24,502)
Total comprehensive income/(loss)
for the period
137,059 272,063 14,393 4,974

The above interim condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

Note 6 months
ended
30.06.2023
6 months
ended
30.06.2022
3 months
ended
30.06.2023
3 months
ended
30.06.2022
Net proft/(loss) for the period
is attributable to:
276,000 103,451 118,954 (63,499)
Shareholders of the Parent Company 276,000 103,451 118,954 (63,499)
Total comprehensive income/(loss)
for the period is attributable to:
137,059 272,063 14,393 4,974
Shareholders of the Parent Company 137,059 272,063 14,393 4,974
Earnings per share for proft attributable
to the ordinary equity holders
of the company (in PLN)
12
Basic 0.26 0.10 0.11 (0.06)
Diluted 0.26 0.10 0.11 (0.06)

Interim Condensed Consolidated Statement of financial position

Non-current assets Note 30.06.2023 31.12.2022
Goodwill 8,747,411 8,750,198
Other intangible assets 5,556,910 5,772,243
Property, plant and equipment 1,125,234 1,168,877
Derivative fnancial assets 324,626
Other receivables 4,611 9,233
Prepayments 559
Deferred tax assets 16,076 16,295
Investments 364 360
Restricted cash 12,358 12,040
Total non-current assets 15,463,523 16,053,872
Current assets Note 30.06.2023 31.12.2022
Inventory 385,223 496,620
Trade and other receivables 13 1,135,906 1,328,274
Prepayments 73,970 69,729
Consumer Loans at amortised cost 14 157,540
Consumer Loans at fair value 14 290,541 209,335
Other fnancial assets 2,317 2,808
Derivative fnancial assets 5 193,591
Income tax receivables 15,753 14,805
Cash and cash equivalents 15 1,175,319 877,559
Restricted cash 5,266 22,217
Total current assets 3,277,886 3,178,887
Total assets 18,741,409 19,232,759

ASSETS

Equity Note 30.06.2023 31.12.2022
Share capital 10,569 10,569
Capital reserve 8,298,471 8,282,469
Exchange diferences on translating foreign operations 72,046 103,652
Cash fow hedge reserve 135,260 242,596
Actuarial gain/(loss) 322 322
Other reserves 5 73,069 67,910
Treasury shares 5 (1,921) (1,200)
Retained earnings 274,941 2,191,737
Net result 276,000 (1,916,796)
Equity allocated to shareholders of the Parent 9,138,757 8,981,259
Total equity 9,138,757 8,981,259
Non-current liabilities Note 30.06.2023 31.12.2022
Borrowings 6,434,202 6,451,821
Lease liabilities 530,876 567,699
Deferred tax liability 848,414 912,033
Liabilities to employees 10,786 7,122
Derivative fnancial liabilities 5 9,833 224
Total non-current liabilities 7,834,111 7,938,899
Current liabilities Note 30.06.2023 31.12.2022
Borrowings 1,706
Lease liabilities 133,735 122,482
Derivative fnancial liabilities 5 1,870
Income tax liability 4,893 58,893
Trade and other liabilities 16 1,486,646 1,981,283
Liabilities to employees 141,397 148,237
Total current liabilities 1,768,541 2,312,601
Borrowings 1,706
Lease liabilities 133,735 122,482
Derivative fnancial liabilities 5 1,870
Income tax liability 4,893 58,893
Trade and other liabilities 16 1,486,646 1,981,283
Liabilities to employees 141,397 148,237
Total current liabilities 1,768,541 2,312,601
Total equity and liabilities 18,741,409 19,232,759

EQUITY AND LIABILITIES

Interim Condensed Consolidated Statement of changes in equity

Retained
earnings
Net result Equity allocated
to shareholders
of the Parent
Total
Share Capital Capital reserve Exchange
diferences on
translating for
eign operations
Cash fow
hedge reserve
Actuarial
gain/(loss)
Other reserves Treasury Shares Retained
earnings
Net result Equity allocated
to shareholders
of the Parent
Total
As at 01.01.2023 10,569 8,282,469 103,652 242,596 322 67,910 (1,200) 2,191,737 (1,916,796) 8,981,259 8,981,259
Proft/(loss) for the period 276,000 276,000 276,000
Other comprehensive income/(loss) (31,606) (107,335) (138,941) (138,941)
Total comprehensive income for the period (31,606) (107,335) 276,000 137,059 137,059
Transfer of proft from previous years (1,916,796) 1,916,796
Acquisition of treasury shares (see note 5) (20,056) (20,056) (20,056)
Allegro Incentive Shares – release of treasury shares
(see note 5)
(19,335) 19,335
Allegro Incentive Plan 40,496 40,496 40,496
Allegro Incentive Plan – vested shares 35,337 (35,337)
Transactions with owners in their capacity as owners 16,002 5,159 (721) (1,916,796) 1,916,796 20,440 20,440
As at 30.06.2023 10,569 8,298,471 72,046 135,260 322 73,069 (1,921) 274,941 276,000 9,138,757 9,138,757
As at 01.01.2022 10,233 7,089,903 146,209 (1,728) 19,707 (1,995) 1,102,118 1,089,618 9,454,065 9,454,065
Proft/(loss) for the period 103,451 103,451 103,451
Other comprehensive income/(loss) (24,502) 193,114 168,612 168,612
Total comprehensive income for the period (24,502) 193,114 103,451 272,063 272,063
Costs of hedging transferred to the carrying value of goodwill
(basis adjustment)
16,827 16,827 16,827
Total cost of hedging transferred to the carrying value
of goodwill
16,827 16,827 16,827
Transfer of proft from previous years 1,089,618 (1,089,618)
Increase of capital 336 1,180,743 1,181,079 1,181,079
Allegro Incentive Shares – release of treasury shares (640) 640
Allegro Incentive Plan 18,711 18,711 18,711
Allegro Incentive Plan – vested shares 12,617 (12,617)
Transactions with owners in their capacity as owners 336 1,192,720 6,094 640 1,089,618 (1,089,618) 1,199,791 1,199,791
As at 30.06.2022 10,569 8,282,623 (24,502) 356,150 (1,728) 25,801 (1,355) 2,191,736 103,451 10,942,746 10,942,746

The above interim condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Interim Condensed Consolidated Statement of cash flows

Cash fows from operating activities Note 6 months ended
30.06.2023
6 months ended
30.06.2022
Proft/(loss) before income tax 372,081 253,797
Amortisation, depreciation and impairment losses of
non-current non fnancial assets
499,189 391,161
Net interest expense 10 172,956 205,777
Non-cash employee benefts expense –
share based payments
32,538 16,107
Revolving facility availability fee 10 3,414 3,764
Net (gain)/loss from exchange diferences (6,089) 15,028
Interest on leases 10 14,803 9,029
Net (gain)/loss on measurement of fnancial instruments 10 1,573 6,453
Net (gain)/loss on sale of non-current assets 1,689
(Increase)/Decrease in trade and other receivables,
prepayments and restricted cash
185,280 18,393
(Increase)/Decrease in inventories 98,717 (19,503)
Increase/(Decrease) in trade and other liabilities (455,596) 132,530
(Increase)/Decrease in consumer loans 76,334 (87,143)
Increase/(Decrease) in liabilities to employees (1,497) (32,691)
Cash fows from operating activities 995,392 912,703
Income tax paid (165,271) (282,244)
Net cash infow/(outfow) from operating activities 830,121 630,459
Cash fows from investing activities Note 6 months ended
30.06.2023
6 months ended
30.06.2022
Payments for property, plant & equipment and intangibles (254,653) (388,678)
Flows from sale of non-fnancial assets 4,987
Acquisition of subsidiary (net of cash acquired) (2,353,104)
Net cash infow/(outfow) from investing activities (249,666) (2,741,782)
Cash fows from fnancing activities
Acquisition of treasury shares 5 (20,056)
Borrowings received 1,500,000
Borrowings repaid (380,966)
Interest paid (302,674) (165,579)
Interest rate hedging instrument settlements 131,536 20,149
Acquisition of treasury shares 5 (20,056)
Borrowings received 1,500,000
Borrowings repaid (380,966)
Interest paid (302,674) (165,579)
Interest rate hedging instrument settlements 131,536 20,149
Lease payments (80,100) (37,851)
Lease incentives 17,021
Revolving facility availability fee payments (2,931) (2,443)
Arrangement fee paid (8,500) (8,000)
Other 30
Net cash infow/(outfow) from fnancing activities (282,695) 942,331

Net increase/(decrease) in cash and cash equivalents 297,760 (1,168,992)

Net increase/(decrease) in cash and cash equivalents 297,760 (1,168,992)
Cash and cash equivalents at the beginning
of the fnancial period
877,559 1,957,241
Cash and cash equivalents at the end
of the fnancial period
1,175,319 788,249

The above interim condensed consolidated statement of cash fows should be read in conjunction with the accompanying notes.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Allegro.eu S.A. Group ('Group') consists of Allegro.eu Société anonyme ('Allegro.eu' or 'Parent') and its subsidiaries. Allegro.eu and the other members of the Group were established for an unspecifed period. The Parent was established as a limited liability company (société à résponsabilité limitée) in Luxembourg on 5 May 2017. The Parent was transformed into a joint-stock company (société anonyme) on 27 August 2020.

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 on the territory of Europe mainly in Poland, Czech Republic, Slovakia and Slovenia. The Group's most signifcant operating entities are: Allegro sp. z o.o. ('Allegro'), Ceneo.pl sp. z o.o. ('Ceneo'), eBilet Polska sp. z o.o. ('eBilet'), Allegro Pay sp. z o.o. ('Allegro Pay'), CZC.cz s.r.o. ('CZC'), Internet Mall a.s. ('Mall.cz'), Internet Mall Slovakia s.r.o. ('Mall.sk') and Mimovrste, spletna trgovina d.o.o ('Mimovrste'). The detailed information regarding the Group structure and the country of domicile of each legal entity within the Group is presented in note 6 'Group structure'.

1. General information

The Group's core activities comprise:

  • online marketplace;
  • advertising;
  • online price comparison services;
  • retail sale via the Internet;
  • online tickets distribution;
  • web portal operations;
  • consumer lending to marketplace buyers;
  • software and solutions for delivery logistics;
  • logistic services;
  • data processing, hosting and related activities;
  • other information technology and computer service activities;
  • computer facilities management activities;
  • software-related activities;
  • computer consultancy activities.

These Interim Condensed Consolidated Financial Statements were prepared for the six month period ended 30 June 2023, together with comparative amounts for the corresponding period of 2022 and have been a subject to auditor's review, except the information prepared for 3 months period ended 2023 and 2022 that were disclosed by the Group voluntarily.

These Interim Condensed Consolidated Financial Statements for the six month period ended 30 June 2023 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 June 2023. In making this going concern assumption Management took into consideration the impact of the geopolitical situation in Ukraine on the Group's business.

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 S.A. Group for the year ended 31 December 2022.

The accounting policies adopted are consistent with these Interim Condensed Consolidated Financial Statements, except for the estimation of income tax prepared under IAS 34 (see note 11 'Income tax expense') and the adoption of new and amended standards efective after 1 January 2023 as set out in note 3 'Summary of changes in accounting policies'.

There were no other changes in accounting policies in the period covered by the Interim Condensed Consolidated Financial Statements of Allegro.eu S.A. Group ended 30 June 2023 in comparison to the Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2022.

2. Basis of preparation

NEW AND AMENDED STANDARDS AND INTERPRETATIONS ADOPTED BY THE GROUP

In these Interim Condensed Consolidated Financial Statements the following new standards and amendments to the standards that came into efect as of 1 January 2023 were applied.

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 judgement in the process of applying the Group's accounting policies. Estimates and judgements are being constantly verifed and are based on historical experience and otherfactors, including expectations of future events that are believed to be reasonable under the circumstances.

The new estimates and assumptions other than presented in Annual Consolidated Financial statements for the year ended 31 December 2022 that have a signifcant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fnancial year are addressed below.

No signifcant changes in accounting estimates and fnancial risk management have been identifed.

3.

Summary of changes in significant accounting policies

4.

Information on material accounting estimates

CONTINGENT LIABILITIES

Contingent liabilities are not recognised in the consolidated statement of fnancial position, but information about them is disclosed in notes. No provision in relation to claims presented below have been recognised in the fnancial statements, as the potential outfow embodying the economic benefts is not probable.

All the Group's existing contingent liabilities were disclosed in the note 32 of the Annual Consolidated Financial Statements for the year 2022. In the six month period ended 30 June 2023 there were no changes in pending proceedings, except those described below.

New standard or amendment Issued on Efective for annual
periods beginning on
or after
Group's assessment
of the regulation
IFRS 17 'Insurance Contracts' 18 May 2017 1 January 2023 No impact
Amendments to IFRS 17 and
an amendment to IFRS 4
25 June 2020 1 January 2023 No impact [1]
Amendments to IAS 1 and IFRS Practice
Statement 2: Disclosure of Accounting
policies
12 February 2021 1 January 2023 No impact
Amendments to IAS 8: Defnition
of Accounting Estimates
12 February 2021 1 January 2023 No impact
Amendments to IAS 12 Income taxes:
Deferred tax related to assets and liabilities
arising from a single transaction
7 May 2021 1 January 2023 No impact
Amendments to IAS 7 Statement
of Cash Flows and IFRS 7 Financial
Instruments: Disclosures: Supplier
Finance Arrangements
25 May 2023 1 January 2023 No impact
Amendments to IAS 12 Income taxes:
International Tax Reform – Pillar Two
Model Rules
23 May 2023 1 January 2023 Assessment
in progress [2]

[1] the Group assessed the impact of IFRS 17 on its operations, mostly in relation to fxed fee variants of the SMART! program and concluded that the defnition of an insurance contract is not met, as the usage of the delivery service is not triggered by an adverse efect.

[2] not yet endorsed by the European Union. These changes might impact the Group Annual Financial Statements, once endorsed by the Polish Government.

EXPLANATORY PROCEEDINGS RELATED TO PLANNED INTRODUCTION OF THE INDEXATION CLAUSE TO SMART! TERMS & CONDITIONS

On 22th November 2022 Allegro received a decision to launch explanatory proceedings and questions from the UOKiK President regarding the planned introduction of the indexation clause to Smart! Terms & Conditions. Following a period of investigation and analysis by UOKiK, on 11 May 2023, the Group was informed of a decision signifying the conclusion of the explanatory proceeding without any further action against Allegro.

ESTIMATED IMPAIRMENT OF GOODWILL

Goodwill is tested for impairment annually or more frequently if there is objective evidence of impairment.

The Group did not identify any circumstances, which might indicate that an impairment loss may have occurred and therefore no specifc goodwill impairment tests were performed on the carrying values of the Group's assets as at 30 June 2023. The impairment test on the carrying values will be performed in the standard annual cycle, or earlier if any of the impairment indicators enumerated in IAS 36 materialise.

During the six month period ended 30 June 2023 there were no signifcant events that might have changed the Group assessment related to climate matters, hence no impact on these Interim Condensed Consolidated Financial Statements.

IV. In December 2022 the Group reassessed the business objectives of 30-days 'Buy Now Pay Later' consumer loans and extended cooperation with Aion Bank S.A. ('Aion', 'Aion Bank'), whereby Allegro Pay may also ofer 30-days 'Buy Now Pay Later' consumer loans to Aion for purchase. Until December 2022 Aion's purchases had been limited to instalment loans of various duration. As a result, 'Buy Now Pay Later' consumer loans were reclassifed from 'held to collect' model, measured at amortised cost to 'other' model measured at fair value through proft and loss ("FVTPL"). Under IFRS 9 the reclassifcation date is defned as the "frst day of the frst reporting period following the change in the business model", which was 1 January 2023. The broader scope of cooperating with the fnancing partner translated to a decrease in value of the outstanding consumer loans compared to 31 December 2022 due to higher volume of sales of the outstanding consumer loans that had previously required fnancing from the Group's own capital resources. More information is presented in note 14. 'Consumer Loans'.

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

  • I. On 10 January 2023 the Group entered into foating to fxed interest rate swap contracts in respect of PLN 500,000 of the Group's borrowings, hedging into a fxed interest rate of 4.715%. The hedge is efective from 30 June 2024 and terminates on 31 October 2025. Moreover, on 14 March 2023 the Group entered into another foating to fxed interest rate swap contract in respect of PLN 500,000 of the Group's borrowings, hedging into a fxed interest rate of 4.767%. The hedge is efective from 30 June 2024 and terminates on 31 October 2025.
  • II. On 11 April 2023 the Remuneration Committee of the board of directors of Allegro.eu granted 1,140,455 units under the Performance Share Unit (PSU) plan and 3,890,223 shares under Restricted Stock Unit (RSU) plan. These awards have been granted to Executive Directors, Key Managers and other employees. The fair value, per share used in recognising the costs of share based compensation is PLN 30.51 for this grant, being the closing price of Allegro. eu shares listed on Warsaw Stock Exchange on the date of the grant.

5. Significant changes in the current reporting period

The total value at the grant date was estimated at PLN 114,750 from which PLN 19,958 was recognised in the six months ended 30 June 2023. The cost of the grant will be recognised over the 36 month vesting period, based on the fair value of the Group's shares at closing on the grant date, an estimate of attrition rates and forthe PSU, current estimates of probable achievement against agreed performance conditions that can result in between 0 and 2 ordinary shares being issued at vesting for each unit granted. Recognition of the estimated cost of the program refects the vesting profle of 25%, 25%, and 50% respectively on the frst, second, and third anniversaries of the grant date.

III. On 21 February 2023 the Group announced a launch of a share buyback program aimed to satisfy the awards granted under the Allegro Incentive Program. On 27 February 2023, the Group completed the share buyback program, resulting in the purchase of 725,000 shares valued at PLN 20,056. The majority of these shares were delivered to employees participating in the Allegro Incentive Program with the remaining 69,743 shares held as Treasury Shares.

V. The decrease of derivative fnancial assets balance in the amount of PLN 131,035 and increase of derivative fnancial liabilities in the amount of PLN 11,479 stems from PLN 131,536 of cash received upon the settlement of interest rate hedging instruments (refer to note 10 'Financial Income and Cost'). This decrease was further supported by the lowering market expectation regarding the future interest rates, given the anticipated nearing end of the tightening monetary policy in the Polish market that translated to a decrease in valuation of the remaining fnancial instruments owned by the Group. These instruments are designated as the hedge of the future cash fow, thus the revaluation of existing contracts is recognised as a component of Other Comprehensive Income.

Key information regarding the members of the Group, their country of domicile, shares held by the Group as at 30 June 2023 and 30 June 2022 and the periods subject to consolidation is presented below.

PERIOD COVERED BY CONSOLIDATION 01.01.2023 – 30.06.2023

Internet Mall Hungary Kft. Hungary, 100%

eBilet Polska sp. z o.o. Poland, 100%

Ceneo.pl sp. z o.o. Poland, 100%

Internet Mall d.o.o. Croatia, 100%

Opennet.pl sp. z o.o. Poland, 100%

Allegro sp. z o.o. (previously Allegro.pl sp. z o.o.) Poland, 100%

Allegro Treasury S.à r.l. (previously Adinan Midco S.à r.l.) Luxembourg, 100%

Allegro.eu S.A. Luxembourg

m-HU Internet Kft. Hungary, 100%

AMG Media a.s. (previously LGSTCS a.s.) Czech Republic, 100%

CZC.cz s.r.o. Czech Republic, 100%

6. Group structure

Mall Group a.s. Czech Republic, 100%

Allegro Pay sp. z o.o. Poland, 100%

Internet Mall a.s. Czech Republic, 100%

Allegro Finance sp. z o.o. Poland, 100%

Internet Mall Slovakia s.r.o. Slovakia, 100%

SCB Warszawa sp. z o.o. w likwidacji (previously SkyNet Customs Brokers sp. z o.o.) [1] Poland, 100%

Netretail sp. z.o.o. w likwidacji Poland, 100%

WE|DO CZ s.r.o. Czech Republic, 100%

Mimovrste, spletna trgovina d.o.o. Slovenia, 100%

WE|DO SK s.r.o. Slovakia, 100%

[1] The liquidation process has been cancelled after 30.06.2023.

On 1 January 2023, the Group completed the merger of Mall Group a.s. with E-commerce holdings a.s., with Mall Group a.s. remaining in existence after the business combination.

On 9 June 2023, the liquidation process of Adinan Super Topco Employee Beneft Trust was completed with all remaining assets being transferred to the Parent.

The Group's management decided to liquidate Netretail sp. z o.o., a Polish based operating entity and subsidiary of Mall Group a.s., acquired as the part of the business combination transaction completed on 1 April 2022. The assets controlled by the company were transferred to Allegro sp. z o.o. The transaction does not meet the criteria to be presented as discontinued operations, as Netretail sp. z o.o. was not a separate major line of business, as defned in IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. The liquidation process was completed subsequently to the date of these Interim Condensed Consolidated Financial Statements, on 14 July 2023.

PERIOD COVERED BY CONSOLIDATION 01.01.2022 – 30.06.2022

Hungary, 100%

Allegro.eu S.A.
Luxembourg
Jersey, n/a
Allegro Treasury S.à r.l.
(previously Adinan Midco S.à r.l.)
Luxembourg, 100%
Allegro sp. z o.o. (previously Allegro.pl sp. z o.o.)
Poland, 100%
Mall Group a.s. [1]
Czech Republic, 100%
E-commerce Holding a.s. [1]
Czech Republic, 100%
LGSTCS a.s. [1]
Czech Republic, 100%
Ceneo.pl sp. z o.o.
Poland, 100%
eBilet Polska sp. z o.o.
Poland, 100%
Internet Mall a.s. [1]
Czech Republic, 100%
CZC.cz s.r.o. [1]
Czech Republic, 100%
Allegro Pay sp. z o.o.
Poland, 100%
Opennet.pl sp. z o.o.
Poland, 100%
Internet Mall Hungary Kft. [1]
Hungary, 100%
Digital Engines s.r.o. v likvidaci [1]
Czech Republic, 100%
Allegro Finance sp. z o.o.
Poland, 100%
Mimovrste, spletna trgovina d.o.o. [1]
Slovenia, 100%
Rozbaleno.cz s.r.o. v likvidaci [1]
Czech Republic, 100%
SkyNet Customs Brokers sp. z o.o.
Poland, 100%
Internet Mall Slovakia s.r.o. [1]
Slovakia, 100%
WE DO CZ s.r.o. [1]
Czech Republic, 100%
Internet Mall d.o.o. [1]
Croatia, 100%
WE DO SK s.r.o. [1]
Slovakia, 100%
Netretail sp. z.o.o. w likwidacji [1]
Poland, 100%
m-HU Internet Kft. [1]

[1] Period covered by consolidation 01.04.2022 – 30.06.2022.

7.

Approval of the Interim Condensed Consolidated Financial Statements

The Interim Condensed Consolidated Financial State ments for the six month period ended 30 June 2023 were approved for issue by the Board of Directors on 26 September 2023.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE

INCOME

ALLEGRO.EU S.A. GROUP INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS for six month period ended 30 June 2023

8. Segment information

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 four reportable operating segments as presented below.

On 9 May 2023 the Group began a next phase in its international marketplace expansion, by launching allegro.cz, an e-commerce platform serving customers on the territory of the Czech Republic. This resulted in a change in structure of internal management organisation in a manner that infuenced the composition of its reportable segment. As a result a new operating and reportable segment 'Allegro International' was identifed. The Group did not restate any historical segment information as the changes in the internal structure of the organisation were efective from the beginning of the current reporting period.

8.1 DESCRIPTION OF SEGMENTS AND PRINCIPAL ACTIVITIES

Reportable
Segment
Description Legal entities
Allegro Segment running B2C, C2C and B2B
e-commerce platform, operating on territory
Allegro sp. z o.o.
(excluding Allegro.cz trading)
of Poland, comprising the online marketplace
and relevant services such as consumer
Allegro Pay sp. z o.o.
Allegro Finance sp. z o.o.
lending and logistics operations.
Opennet.pl sp. z o.o.
SCB Warszawa sp. z o.o. w likwidacji
Ceneo Segment providing the multi-category price
comparison services in Polish market, allowing
the customer to fnd the most attractive price
among the diferent websites and marketplaces.
Ceneo.pl sp. z o.o.
Mall Comprises the e-commerce and logistics Mall Group a.s.
businesses and brands of Mall Group and
WE DO, based mainly in the Czech Republic,
Slovakia and Slovenia.
Internet Mall a.s.
Internet Mall Hungary Kft.
Mimovrste, spletna trgovina d.o.o.
Internet Mall Slovakia s.r.o.
Internet Mall d.o.o.
Netretail sp. z.o.o. w likwidacji
m-HU Internet Kft.
AMG Media a.s.
CZC.cz s.r.o.
WE DO CZ s.r.o WE DO SK s.r.o
Allegro International Segment running B2C e-commerce platform,
trading on territory of Czech Republic,
comprising the online marketplace and relevant
services such as consumer lending and
logistics operations.
Allegro sp. z o.o.
(including solely Allegro.cz trading)
Other Including the operations of eBilet, the leading Allegro Treasury S.à r.l.
event ticket sales site in Poland and the results
of the parent and the intermediate holding
Allegro.eu S.A.
company. eBilet Polska sp. z o.o.

The reportable segments are identifed at the Group level and are equal to the operating segments. Segment performance is assessed on the basis of revenue, operating proft before amortisation/depreciation ('EBITDA'), recognised impairment losses of non-current non-fnancial assets and decreased by reversal of such impairment losses as defned in the note 8.2. The accounting policies adopted are uniform for all segments and consistent with those applied for the Group. Inter-segment transactions are eliminated upon consolidation.

TOTAL Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
124,580 1,116,251 2,901 20,581
124,580 91 20,581
732,468 729,567 2,901
386,593 386,593
8,538 23,667 3,046 294 2,481 (38,026)
148,247 1,119,297 3,195 23,062 (38,026)
(57,254) (32,308) 38,026
1,053,153 1,186,287 49,889 (119,718) (54,059) (9,246)
(499,189)
(181,883)
372,081
(96,081)
276,000
4,718,870 3,454,558
3,599,810 3,454,558
4,718,871 3,463,096
Operating expenses (3,665,718) (2,276,810)
(98,358) (1,239,015)
6 months ended
30.06.2022
TOTAL Allegro Ceneo Mall Other Elimina
tions
External revenue 3,602,655 2,857,680 115,380 610,082 19,513
Poland 3,000,710 2,857,680 115,380 8,137 19,513
Czech Republic 386,211 386,211
Other countries 215,734 215,734
Inter-segment revenue 78,108 28,516 578 6 (107,208)
Revenue 3,602,655 2,935,788 143,896 610,660 19,519 (107,208)
Operating expenses (2,721,200) (2,015,591) (94,270) (684,351) (34,196) 107,208
EBITDA 881,455 920,197 49,626 (73,691) (14,677)
Amortisation, depreciation and
impairment losses of non-current
non-fnancial assets
(391,161)
Net fnancial costs (236,497)
Proft/(loss) before income tax 253,797
Income tax expense (150,346)
Net Proft/(loss) 103,451

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. All operating segments have a dispersed customer base – no single customer generates more than 10% of segment revenue. Information regarding the Group results incurred in the diferent geographical locations is presented in table below.

The Group's operations are afected by seasonality, aligned with the peaks of the shopping season. Usualy, the revenue generation profle is higher in the second part of the year, especially in the period before Christmas.

3 months ended
30.06.2023
TOTAL Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
External revenue 2,397,708 1,819,543 59,093 503,523 2,901 12,648
Poland 1,891,089 1,819,543 59,093 (195) 12,648
Czech Republic 321,021 318,120 2,901
Other countries 185,598 185,598
Inter-segment
revenue
5,487 11,695 2,018 294 2,421 (21,915)
Revenue 2,397,708 1,825,030 70,788 505,541 3,195 15,069 (21,915)
Operating expenses (1,849,839) (1,191,181) (49,687) (579,748) (34,681) (16,458) 21,915
EBITDA 547,869 633,850 21,101 (74,207) (31,486) (1,389)

Amortisation, depreciation and impairment losses of non-current non-fnancial assets

(244,482)

Net fnancial result (117,544)

Proft/(loss) before

income tax 185,843 Income tax expense (66,889) Net Proft/(loss) 118,954

Elimina-

3 months ended 30.06.2022 TOTAL Allegro Ceneo Mall Other tions
External revenue 2,210,057 1,529,408 56,441 610,082 14,126
Poland 1,608,112 1,529,408 56,441 8,137 14,126
Czech Republic 386,211 386,211
Other countries 215,734 215,734
Inter-segment revenue 44,070 13,520 578 140 (58,309)
Revenue 2,210,056 1,573,478 69,961 610,660 14,266 (58,309)
Operating expenses (1,761,118) (1,073,571) (45,938) (684,351) (15,566) 58,309
EBITDA 448,938 499,907 24,023 (73,691) (1,300)
Amortisation, depreciation and
impairment losses of non-current
non-fnancial assets
(239,915)
Net fnancial result (181,108)
Proft/(loss) before income tax 27,915

Income tax expense (91,414) Net Proft/(loss) (63,499)

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

EBITDA, which is a measure of the operating segments' proft, is defned as the net proft increased by the income tax charge, net fnancial costs (i.e. the fnance income and fnance costs), depreciation/ amortisation, recognised impairment losses of non-current non-fnancial assets and decreased by reversal of such impairment losses.

In the opinion of the Board of Directors, Adjusted EBITDA is the most relevant measure of proft of the Group. Adjusted EBITDA excludes the efects of signifcant items of income and expenditure that may have an impact on the quality of earnings. The Group defnes Adjusted EBITDA as EBITDA excluding regulatory proceeding costs, group restructuring and development costs, donations to various public beneft organisations, certain employee incentives and bonuses, transaction costs as well as employee restructuring cost.

These expenses are mostly of non-recurring nature and are not directly related to core operations of the Group. Adjusted EBITDA also excludes costs of recognition of incentive programs (Allegro Incentive Plan). Adjusted EBITDA is analysed and verifed only at the Group level.

EBITDA and Adjusted EBITDA are not IFRS measures and should not be considered as an alternative to IFRS measures of proft/(loss) for the period, as an indicator of operating performance, as a measure of cash fow from operations under IFRS, or as an indicator of liquidity. EBITDA and Adjusted EBITDA are not a uniform or standardised measure and the calculation of EBITDA and Adjusted EBITDA, accordingly, may vary signifcantly from company to company.

6 months ended
6 months ended
30.06.2023
6 months ended
30.06.2022
3 months ended
30.06.2023
3 months ended
30.06.2022
EBITDA 1,053,153 881,455 547,869 448,938
Regulatory proceeding costs [1] 992 533
Group restructuring and
development costs [2]
18,401 39,075 6,506 24,165
Donations to various public beneft
organizations [3]
500 2,208 1,023
Bonus for employees and funds spent
on protective equipment against
COVID-19 [4]
390 84
Allegro Incentive Plan [5] 34,107 16,107 25,284 8,394
Transaction costs [6] 2,984 (2,838)
Employees restructuring cost [7] 5,185 3,830 789 3,830
Adjusted EBITDA 1,111,346 947,041 580,448 484,129

[1] Represents legal costs mainly related to non-recurring regulatory proceedings, legal and expert fees and settlement costs.

  • [2] Represents legal and fnancial due diligence and other advisory expenses with respect to: • potential acquisitions or discontinued acquisition projects,
    • post-acquisition integration costs and other advisory expenses with respect to signed and closed acquisitions,
    • non-employee restructuring cost.

The amount presented in 2023 and 2022 is mostly related to post-M&A professional fees for integration of Mall Group and WE|DO.

  • [3] Represents donations made by the Group to support health service and charitable organisations and NGOs during the COVID-19 pandemic and to provide humanitarian aid to people afected by the war in Ukraine.
  • [4] Represents expenses incurred by the Group to buy employees' protective equipment against COVID-19 and to pay employees' bonuses for the purchase of equipment necessary to enable them to work remotely during the COVID-19 pandemic.
  • [5] Represents the costs of the Allegro Incentive Plan, under which awards in the form of Performance Share Units ("PSU") and Restricted Stock Units ("RSU") are granted to Executive Directors, Key Managers and other employees. [6] Represents pre-acquisition advisory fees, legal, fnancial, tax due diligence and other transactional expenses
  • incurred in relation to the completed acquisition of Mall Group a.s. and WE|DO CZ s.r.o.
  • [7] Represents certain payments related to reorganisation of the Management Boards of the parent entity and the underlying operating entities, as well as redundancy payments for employees afected by restructuring projects.

8.2 ADJUSTED EBITDA (NON-GAAP MEASURE)

9.

Revenues from contracts with customers

DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS

6 months ended
30.06.2023
Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
TOTAL
Marketplace revenue 2,826,054 36,215 3,089 21,185 (901) 2,885,642
Price comparison
revenue
123,236 (20,930) 102,306
Advertising revenue 351,641 23,762 1,088 106 (1,577) 375,020
Retail revenue 211,626 1,037,612 (291) 1,248,947
Other revenue 73,775 1,249 44,382 1,877 (14,327) 106,956
Revenue 3,463,096 148,247 1,119,297 3,195 23,062 (38,026) 4,718,871
3 months ended
30.06.2023
Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
TOTAL
Marketplace revenue 1,486,855 18,727 3,089 13,341 (723) 1,521,289
Price comparison
revenue
57,992 (10,610) 47,382
Advertising revenue 180,301 12,154 (87) 106 (505) 191,969
Retail revenue 112,091 469,324 (162) 581,253
Other revenue 45,783 642 17,577 1,728 (9,915) 55,815
Revenue 1,825,030 70,788 505,541 3,195 15,069 (21,915) 2,397,708
6 months ended 30.06.2022 Allegro Ceneo Mall Other Elimina
tions
TOTAL
Marketplace revenue 2,398,686 14,355 19,513 (230) 2,432,324
Price comparison revenue 115,217 (24,392) 90,825
Advertising revenue 241,852 27,318 2,105 (2,908) 268,367
Retail revenue 185,800 567,959 (576) 753,183
Other revenue 109,450 1,361 26,241 6 (79,102) 57,956
Revenue 2,935,788 143,896 610,660 19,519 (107,208) 3,602,655
3 months ended 30.06.2022 Allegro Ceneo Mall Other Elimina
tions
TOTAL
Marketplace revenue 1,282,224 14,355 14,126 (231) 1,310,474
Price comparison revenue 54,874 (11,416) 43,458
Advertising revenue 130,417 14,434 2,105 (1,464) 145,492
Retail revenue 103,081 567,959 (576) 670,464
Other revenue 57,756 653 26,241 140 (44,622) 40,168
Revenue 1,573,478 69,961 610,660 14,266 (58,309) 2,210,056
6 months ended
30.06.2023
Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
TOTAL
Timing of revenue
recognition:
At a point in time 2,840,525 124,485 1,084,292 3,195 23,062 (35,339) 4,040,220
Over time 622,571 23,762 35,005 (2,687) 678,651
Revenue 3,463,096 148,247 1,119,297 3,195 23,062 (38,026) 4,718,871
3 months ended
30.06.2023
Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
TOTAL
Timing of revenue
recognition:
At a point in time 1,504,563 58,634 486,570 3,195 15,069 (20,857) 2,047,174
Over time 320,467 12,154 18,971 (1,058) 350,535
Revenue 1,825,030 70,788 505,541 3,195 15,069 (21,915) 2,397,708
6 months ended 30.06.2022 Allegro Ceneo Mall Other Elimina
tions
TOTAL
Timing of revenue recognition:
At a point in time 2,433,120 116,578 583,659 19,519 (103,164) 3,049,712
Over time 502,668 27,318 27,001 (4,044) 552,943
Revenue 2,935,788 143,896 610,660 19,519 (107,208) 3,602,655
3 months ended 30.06.2022 Allegro Ceneo Mall Other Elimina
tions
TOTAL
Timing of revenue recognition:
At a point in time 1,307,730 55,527 583,659 14,266 (56,269) 1,904,913
Over time 265,748 14,434 27,001 (2,040) 305,143
Revenue 1,573,478 69,961 610,660 14,266 (58,309) 2,210,056

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. 10.

Financial income and financial costs

6 months
ended
30.06.2023
6 months
ended
30.06.2022
3 months
ended
30.06.2023
3 months
ended
30.06.2022
Valuation of fnancial assets (188)
Interest from deposits 18,702 10,844 10,815 4,028
Other fnancial income 4,579 431 4,546 (1,482)
Financial income 23,282 11,275 15,361 2,358
Interest paid and payable for fnancial liabilities (291,858) (174,129) (145,262) (118,261)
Result on interest rate hedging 115,471 20,149 57,405 18,364
Remeasurement of the borrowings (58,534) (58,534)
Interest on leases (14,803) (9,029) (7,372) (6,255)
Revolving facility availability fee (3,414) (3,764) (1,593) (640)
Valuation of fnancial instruments (1,573) (1,573)
Net exchange losses on foreign currency
transactions
(7,876) (9,482) (30,230) (7,493)
Other fnancial costs (1,111) (12,983) (4,281) (10,647)
Financial costs (205,165) (247,772) (132,905) (183,466)
Net fnancial costs (181,883) (236,497) (117,544) (181,108)

The increase in the interest expenses is driven by the higher balance of Group's borrowings as well as the upward movement in the WIBOR reference rate visible in 2022. This resulted in the higher costs of servicing the Group's foating rate indebtedness and increased receipts from settling fxed to foating interest rate swap contracts. The higher fnancial income generated on the Interest from deposits results from the process of increasing the main reference rates by the National Bank of Poland in 2022 that resulted in higher deposit rates ofered by the commercial banks.

6 months
ended
30.06.2023
6 months
ended
30.06.2022
3 months
ended
30.06.2023
3 months
ended
30.06.2022
Current income tax on profts (126,387) (118,760) (75,984) (85,249)
Adjustments for current tax of prior periods 13,306 (53,853) (674) (53,267)
(Increase)/Decrease in net deferred tax liability 17,000 22,267 9,769 47,100
Income tax expense (96,081) (150,346) (66,889) (91,414)

For the periods ended 30 June 2023 and 30 June 2022 the income tax expense was as follows:

The Group did not identify any transactions and operations that might represent risk from an uncertain tax position, which might require creating the relevant provision. However, the Group cannot exclude the risk that the tax authorities will apply a diferent approach from the one adopted by the Group, which may adversely afect the Group's business.

The efective tax rate for the period ended 30 June 2023 is 26%, compared to 36% for 30 June 2022. A higher efective tax rate relative to the statutory tax rates results mainly from unrecognised deferred tax asset on tax losses incurred by Mall Group amounting to 36,198 PLN (2022: 29,061 PLN) and for comparative period is also infated by non-cash charges recognised to increase the carrying value of borrowings at amortised cost in the amount of 67,487 PLN and tax paid in respect to prior periods amounting to 53,852 PLN.

11. Income tax expense

Income tax expense is recognised based on management's estimate of the weighted average efective annual income tax rate expected forthe full fnancial year.

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') at the CIT rate of 19%. The CIT rates applicable in each of the countries where the Group has legal entities are set out below:

Tax rate
Country 6 months ended
30.06.2023
Poland 19.00% 19.00%
Luxembourg 24.94% 24.94%
Czech Republic 19.00% 19.00%
Slovenia 19.00% 19.00%
Slovakia 21.00% 21.00%
Hungary 9.00% 9.00%
Croatia 18.00% 18.00%

The Board of Directors 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.

The dilutive item presented in the table above refers to the RSU units granted as part of the AIP program, which have a dilutive impact on the EPS calculation in so far as they result in the issuance of ordinary shares for less than the average market price of ordinary shares during their vesting period.

The PSU variant of the AIP program has a contingent dilutive efect on the EPS calculation for the six months period ended 30 June 2023 and 2022. However it was not concluded to be dilutive, as the performance conditions required for delivery of shares to the program participants have not yet been met in the current fnancial year.

12. Earnings per share

6 months ended
30.06.2023
6 months ended
30.06.2022
Net proft/(loss) attributable to equity holders of the Parent Company 275,999,967 103,450,572
Proft/(loss) for ordinary shareholders 275,999,967 103,450,572
Average number of ordinary shares 1,056,496,154 1,039,937,082
Proft/(loss) per ordinary share (basic) 0.26 0.10
Efect of diluting the number of ordinary shares 1,522,511 410,382
Number of ordinary shares shown for the purpose of calculating
diluted earnings per share
1,058,018,665 1,040,347,464
Proft/(loss) per ordinary share (diluted) 0.26 0.10
3 months ended
30.06.2023
3 months ended
30.06.2022
Net proft/(loss) attributable to equity holders of the Parent Company 118,954,242 (63,499,473)
Proft/(loss) for ordinary shareholders 118,954,242 (63,499,473)
Average number of ordinary shares 1,056,677,614 1,056,839,222
Proft/(loss) per ordinary share (basic) 0.11 (0.06)
Efect of diluting the number of ordinary shares 1,751,181
Number of ordinary shares shown for the purpose of calculating
diluted earnings per share
1,058,428,795 1,056,839,222
Proft/(loss) per ordinary share (diluted) 0.11 (0.06)

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, by the weighted average number of ordinary shares.

At the beginning of the period, the ordinary shares issued by the Parent stood at 1,056,904,853 and for the purpose of calculating the Earnings per Share was decreased by treasury shares held by the Group.

During the six months period ended 30 June 2023 the Group announced the share buyback program, aimed to satisfy awards granted under the Allegro Incentive Plan. The transactions were commenced on 22 and 23 February 2023 and resulted in acquisition of 725,000 own shares, from which 655,257 units were distributed to employees in April upon the next vesting date of Allegro Incentive Plan and the remaining 69,743 undistributed shares were held as Treasury Shares at 30 June 2023.

Refecting the above transactions, on 30 June 2023 ordinary shares of the Parent in issue stood at 1,056,904,853 and for the purpose of basic earnings per share calculation were decreased by 69,743 treasury shares owned by the Group. The average number of ordinary shares used for the purpose of calculating basic Earnings per Share was 1,056,677,614 and 1,056,496,154 for the three and six month periods ending respectively.

13. Trade and other receivables

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

30.06.2023 31.12.2022
1,135,906 1,328,274
142,440 88,321
13,627 12,601
73,601 127,703
906,238 1,099,649
(115,425) (116,942)
1,021,663 1,216,591

The Group's trade receivables comprise amounts due from companies and individuals and their concentration level is low.

The increase of tax receivables is driven mainly by the higher balances of the withholding tax receivable. Based on the pay and refund mechanism that entered into full force as of 1 January 2022, Allegro and Ceneo are grossing up forthe withholding tax on their interest payments and remitting this tax to the tax ofce. The Group applied for a refund of these tax balances for 2022 and Q1, 2023 believing that all statutory conditions allowing for the withholding tax exemption are met.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Due to the short-term nature of current receivables, their fair value is considered to be the same as their carrying amount.

14. Consumer loans

Consumer loans at FVTPL as at 31.12.2022 209,335
Reclassifed from amortised cost (change in business model) 157,540
Consumer loans at FVTPL as at 01.01.2023 366,875
New consumer loans originated 3,702,272
Fair value measurement 619
Consumer loans derecognised (repaid) (1,774,609)
Consumer loans derecognised (sold) (2,004,616)
Consumer loans at FVTPL as at 30.06.2023 290,541
Reclassifed from amortised cost (change in business model) 239,262
Consumer loans at FVTPL as at 01.01.2022 239,262
New consumer loans originated 2,148,467
Fair value measurement (9,153)
Consumer loans derecognised (repaid) (779,851)
Consumer loans derecognised (sold) (1,389,390)
Consumer loans at FVTPL as at 31.12.2022 209,335

Consumer loans represent loans granted to buyers on the Allegro platform. Loans are granted for 30 days without interest and instalment loans for between 5 and 20 months with an annualised interest rate that increased from 10.5% as of 31 December 2022 to 20.5% as of 30 June 2023. Furthermore, Smart! users may take 2-month zero interest instalment loans.

CHANGE OF BUSINESS MODEL

In December 2022 the Group reassessed the business objectives of 30-days 'Pay later' consumer loans and concluded a sale transaction with Aion Bank S.A. In the efect, on 1 January 2023, those instruments were reclassifed from 'held to collect' model, measured at amortised cost to 'other' model measured at fair value through proft and loss ("FVTPL"). Following this change all consumer loans originated by the Group are measured at fair value through proft and loss.

14.1 CONSUMER LOANS AT FAIR VALUE THROUGH PROFIT AND LOSS

As a consequence of this business model change, the diference between fair value and closing amortised cost was recognised in proft or loss as part of the other revenue as at the reclassifcation date, with no material impact. As of 30 June 2023 all Consumer Loans held by the Group were classifed to 'other' business model, thus measured at fair value through proft and loss.

A business model in which the Group manages those loans is realising cash fows solely through the sale of these loans. Even though the Group collects the contractual cash fows while it holds these loans (before sales to Aion Bank), the objective of such a business model is not achieved by both collecting contractual cash fows and selling fnancial asset as the collection of contractual cash fows is not integral to achieving the business model's objective; instead, it is incidental to it.

All loans are granted on the territory of Poland in Polish zloty (PLN).

The following table presents the consumer loans measured and recognised at fair value as at 30 June 2023 and 31 December 2022.

In the six months period ended 30 June 2023 the Group executed several consumer loan sale transactions underthe agreement signed with AION Bank in 2021. In efect the risk, rewards and control were transferred to the fnancing partner with the relevant consumer loans being derecognised.

The fair value measurement of the loans is classifed at level 3 of the fair value hierarchy. Fair value measurement is based on contractual cash fows adjusted by a credit risk element. They are discounted with a discount rate which comprises the risk-free rate and the efective margin. Assignment of the efective margin for the purpose of calculating the discount factor is based on the exposure's characteristics at measurement date.

The majority of consumer loans are sold to the fnancing partner in the ordinary course of business, usually within 1-2 months from the origination date. The gain/loss generated on those transactions is minimal, as the pricing method agreed on the contractual basis does not materially difer from the fair value of the fnancial assets being subject to the sale transaction. At each reporting period, the Group compares the fair value of consumer loans against the expected price that would have been received from the fnancing partner if the sale transactions had occurred at the end of the reporting period. The outcome of this analysis proves this discrepancy not to be material.

There was no transfer into or out of Level 3 of the fair value hierarchy in the periods covered by these Interim Condensed Financial Statements.

15. Cash and cash equivalents

At the balance sheet date cash and cash equivalents comprised:

30.06.2023 31.12.2022
Cash at bank 320,124 361,096
Bank deposits 685,683 393,056
Cash equivalents 169,512 123,407
Total 1,175,319 877,559

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

30.06.2023 31.12.2022
Trade liabilities 1,055,133 1,488,129
Contract and refund liabilities 178,340 218,818
VAT liabilities 79,481 136,456
Purchase of non-fnancial assets 5,270 13,502
Social insurance and other tax liabilities 39,415 36,224
Withholding tax liabilities 27,548 28,638
Other liabilities 101,459 59,517
Total 1,486,646 1,981,283
  1. Trade and other liabilities

Trade and Other Liabilities at the balance sheet date comprised:

Trade liabilities are usually paid within 30 days from recognition for entities operating in Poland and 50 days for other entities. The fair value of trade and other liabilities are considered to be the same as their carrying amount due to their short-term nature.

17. Financial assets and financial liabilities

The Group holds the following fnancial instruments:

Note 30.06.2023 31.12.2022
Financial assets at amortised cost 2,175,463 2,299,876
Consumer loans at amortised cost 14 157,540
Trade receivables and other receivables [1] 13 979,839 1,227,352
Cash and cash equivalents 15 1,175,319 877,559
Restricted cash 17,624 34,257
Investments 364 360
Other fnancial assets 2,317 2,808
Financial assets at FVPL 290,541 209,335
Consumer loans at fair value 14 290,541 209,335
Derivative fnancial instruments at FVOCI 193,591 324,626
Derivative fnancial assets (cash fow hedge) 5 193,591 324,626

[1] excluding tax-related settlements

Note 30.06.2023 31.12.2022
Financial liabilities at amortised cost 8,324,624 8,821,188
Trade and other liabilities [2] 16 1,225,811 1,677,480
Borrowings 6,434,202 6,453,527
Lease liabilities (outside IFRS9 scope) 5 664,611 690,181
Derivative fnancial instruments at FVPL 1,561
Derivative fnancial liabilities 1,561
Derivative fnancial instruments at FVOCI 10,142 224
Derivative fnancial liabilities (cash fow hedge) 5 10,142 224

[2] excluding deferred income and tax-related settlements

The Group has entered into several Interest Rate Swap contracts to reduce the portion of interest rate risk exposure, as all outstanding borrowings bear a foating interest rate. These instruments are designated as the hedge of the future cash fow, thus the revaluation of existing contracts is recognised as a component of Other Comprehensive Income.

The fair values of the interest rate swaps are calculated by discounting the future cash fows of both the fxed rate and variable rate interest payments. The inputs used in determining the fair value fall within Level 2 of the fair value hierarchy (inputs observable for an asset or liability, either directly or indirectly, other than quoted prices in active markets for identical assets or liabilities). These inputs include fxed interest rate, discount rate and the yield curve.

The Group complied with the fnancial covenants of its borrowing facilities during the reporting periods and after the balance sheet date until the date of authorization of these Interim Condensed Consolidated Financial Statements for the issue.

18. Related party transactions

All transactions were entered into on an arm's length basis.

The following transactions were concluded with related parties.

6 months ended 30.06.2023 3 months ended 30.06.2023 As at 30.06.2023
Related party Revenues Expenses Financial income Financial costs Revenues Expenses Financial income Financial costs Receivables Payables Loans granted
Associates:
Polskie Badania Internetu sp. z o.o. 146 62 9
Fundacja Allegro All For Planet 51 695 26 724 695
Other:
Business Ofce Services 249 235 112
Alter Domus Luxembourg S.à r.l 144 143 73
Total 51 1,234 26 441 724 889
6 months ended 30.06.2022 3 months ended 30.06.2022 As at 31.12.2022
Related party Revenues Expenses Financial income Financial costs Revenues Expenses Financial income Financial costs Receivables Payables Loans granted
Associates:
Polskie Badania Internetu sp. z o.o. 118 72
Fundacja Allegro All For Planet 45 800 20
Other:
Business Ofce Services S.à r.l 364 137
Alter Domus Luxembourg S.à r.l 619 328 168
Total 45 1,901 20 537 168

19. Events occurring after the reporting period

APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF BY:

No reportable events occurred between the balance sheet date and the date of these Interim Condensed Consolidated Financial Statements.

Darren Huston

Director and Chairman

Roy Perticucci Director and CEO

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