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Allegro.eu S.A.

Quarterly Report Sep 19, 2024

5494_ir_2024-09-18_d643186e-65a5-4d13-877c-4369d3edac63.pdf

Quarterly Report

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HALF-YEAR REPORT OF ALLEGRO.EU GROUP

for six month period ended 30 June 2024

TABLE OF CONTENTS

I. GENERAL INFORMATION 5
1. Definitions 6
2. Introduction 10
3. Forward-looking statements 12
4. Presentation of Financial Information 13
II. MANAGEMENT REPORT 19
1. Selected consolidated financial and operational highlights 20
2. Management's discussion and analysis of financial condition and result of operations 22
3. Important events 50
4. Recent trading 52
5. Expectations and targets for Q3 2024 53
6. Significant events after the end of the reporting period 54
7. Principal risks and uncertainties 56
8. Shareholders of ­Allegro.eu 60
9. Related parties transactions 61
Appendix 1. Reconciliation of the key Alternative Performance Measures
to the Financial Statements 62
Appendix 2. Summary of consolidated statements of comprehensive income
for the Group
71
Appendix 3. Summary of reclassifications and presentation adjustments impacting
YoY or QoQ dynamics of key revenue or cost lines in H1 2024 75

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 97

III. FINANCIAL STATEMENTS 81
Responsibility statement 82
Report on Review of Interim Condensed Consolidated Financial Statements 84
Interim Condensed Consolidated Financial Statements 86
Interim Condensed Consolidated Statement of comprehensive income 88
Interim Condensed Consolidated Statement of financial position 90
Interim Condensed Consolidated Statement of changes in equity 92
Interim Condensed Consolidated Statement of cash flows 94
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
97
1. General information 98
2. Basis of preparation 99
3. Summary of changes in significant accounting policies 100
4. Information on material accounting estimates 101
5. Significant changes in the current reporting period 102
6. Group structure 104
7. Approval of the Interim Condensed Consolidated Financial Statements 108
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
STATEMENT OF COMPREHENSIVE
INCOME
111
8. Segment information 112
9. Revenues from contracts with customers 120
10. Financial income and financial costs 123
11. Income tax expense 124
12. Earnings per share 126
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
STATEMENT OF FINANCIAL
POSITION
128
13. Trade and other receivables 129
14. Consumer loans 130
15. Cash and cash equivalents 132
16. Trade and other liabilities 133
17. Financial assets and financial liabilities 134
18. Related party transactions 136

-

NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 111

NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 128

-

-

-

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.
"Allegro
International
Segment"
Segment covering B2C trading on territory of the Czech Republic and Slovakia, comprising the
online marketplace and relevant services such as consumer lending and logistics operations
(includes Allegro.cz and Allegro.sk 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 defined 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 office 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.
"CZK" Czech koruna, the lawful currency of the Czech Republic.
"eBilet" eBilet Polska Sp. z o.o.
"EC" European Commission.
"EU" European Union.
"FY" A financial year of the Group ending on 31 December of the relevant civil year.
"GMV" Gross merchandise value.
"Group" or
"Allegro 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 offering of the shares of the Company on the WSE.
"International
Operations"
Sum of "Mall Segment" and "Allegro International Segment", after inter-segment eliminations.
"IT" Information Technology.
"Items sold" The sum of all items of product sold on the marketplace over a period of time. For example,
a purchase of two units of a specific product from a seller in a single purchase transaction
is counted as two items.
"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.

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

"Leverage" Group Net debt divided by Group Adjusted EBITDA for the preceding twelve months, including
IFRS 16 impact. Non IFRS measure.
"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 its operating direct and indirect subsidiaries as of H1 2024: Allegro Retail
a.s. (before merger on 1st Jan 2024: Internet Mall a.s., AMG Media a.s, CZC.cz s.r.o., WE DO
s.r.o. (CZ) , Internet Mall Hungary Kft, Mimovrste, , Internet Mall Slovakia s.r.o., Internet Mall
d.o.o.,, m-HU Internet Kft., WE DO s.r.o (SK). These entities comprise the "Mall Segment"
reportable in the Group's financial statements.
"MOV" Minimum order value necessary to receive a service or a discount.
"N/A" Not applicable.
"NDD" Next Day Delivery.
"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, Allegro Treasury S.à r.l. and its consolidated subsidiaries operating in Poland, being
the sum of "Allegro", "Ceneo" and "Other" reportable segments: Allegro 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.
together form the "Allegro segment"; Ceneo.pl Sp. z o.o. forms the "Ceneo segment"; Allegro
Treasury S.à r.l., Allegro.eu 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 2024.
"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.
"Significant
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 and until October 10th
2023 Mepinan S.à r.l., representing the interests of Mid Europa Partners Funds. From October
10th 2023, Mepinan S.à r.l is no longer considered a Significant Shareholder following a share
disposal that resulted in their stake falling to below 5% of shares in the Company.
"SPA" Share Purchase Agreement
"UOKiK or
OCCP"
Polish Office for Competition and Consumer Protection (Urząd Ochrony Konkurencji
i Konsumentów).
"vPPA" Virtual Power Purchase Agreement, a contract structure in which a power buyer agrees to
purchase a project's renewable energy for a pre-agreed price.
"WE DO" The Group's B2C Home Delivery and Locker business operating in the Czech Republic and
Slovakia, acquired as part of the Mall Group Acquisition, and part of WE DO CZ s.r.o and its
operating subsidiary WE DO SK s.r.o. (from 1st Jan 2024 WE DO CZ s.r.o. merged into Allegro
Retail a.s., with WE DO SK s.r.o. as an operating subsidiary of Allegro Retail a.s.)
"WIBOR" The Warsaw Interbank Offered 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
specified 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 2024 of Allegro.eu, a public limited liability company (société anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office 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 financial 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 Allegrolokalnie.pl, as well as the leading price comparison platform in Poland, Ceneo.pl. Allegro, Allegro Pay and Ceneo are the Group's key operating companies in Poland and are all incorporated under the laws of Poland. The Group also operates eBilet, which is the leading event ticket sales site in Poland. The Group's fintech operations in Poland are conducted through other Polish subsidiaries: Allegro Pay and Allegro Finance.

2. Introduction

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 different brands across multiple shopping verticals in the Czech Republic, Slovakia, Slovenia, Hungary and Croatia. 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.

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, followed by a launch of allegro.sk marketplace in Slovakia in February 2024. Results of allegro.cz and allegro.sk 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) 18.81% 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 office 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, and (ii) 22.10% by Permira VI Investment Platform Limited, representing the interests of Permira & Co-Investors. Following a block disposal of shares on October 10th 2023, the stake held 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 office 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, fell from 5.52% to below the 5% threshold. As a result shares held by Mepinan S.à r.l. are included in the free float from October 2023.

At the date of the Report, to the best of Management's knowledge, the remaining 59.09% is owned by shareholders otherthan Significant Shareholders, including management of the Allegro Group, and together comprises the free float. 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.

ALLEGRO.EU S.A. GROUP HALF-YEAR REPORT for six month period ended 30 June 2024

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 financial situation and results of operations or prospects of the Group to materially differ 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, financial situation, results of operations or prospects to differ from those expressed in such forward-looking statements are those factors discussed in the "Management's discussion and analysis of financial condition and result of operations" section and elsewhere in this Report. These forward-looking statements speak only as of the date of this Report. The Group has no obligation and has made no undertaking to disseminate any updates of or revisions to any forward-looking statements contained in this Report, unless it is required to do so under applicable laws or the WSE Rules.

Investors should be aware that several important factors and risks may cause the actual results of the Group to differ 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 profit estimates or forecasts.

3. Forward-looking statements

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

4. Presentation of Financial Information

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 financial information of the Group as of 30 June 2024 and for the six-month periods ended 30 June 2024 and 30 June 2023, which have been derived from the reviewed interim condensed consolidated financial statements of the Group as of and for the six-month periods ended 30 June 2024 and 30 June 2023, prepared in accordance with International Accounting Standard ("IAS") 34, "Interim Financial Reporting," the standard of IFRS applicable to the preparation of interim financial 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 office at 2, rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg, Grand Duchy of Luxembourg and registered with the 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.

"1P Gross Margin" means the difference 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 retailrevenue;

"EBITDA" means operating profit before depreciation and amortisation and impairment losses of non-current non-financial 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 benefit organisations, certain bonuses for employees, funds spent on protective equipment against COVID-19, expenses related to share based payments in connection with the Allegro Incentive Plan as well as valuation and settlement of Virtual Power Purchase Agreement (vPPA);

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

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

"Adjusted net profit" means net profit (loss) adjusted for the same one-off items as those described for Adjusted EBITDA above, net of the tax impact, and further adjusted for impact of tax proceedings, impairment of non-financial assets, any one-off financial expenses, such as early repayment fees and deferred amortised costs arising on refinancing 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 significantly improved functionalities by the technology department and incurred before the software is launched commercially orthe technology is applied on a serial basis;

The Group has defined the alternative performance measures as follows:

"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, allegro.sk;
  • (iv) for the International Operations: all the platforms operated by the Mall Segment and Allegro International Segment listed in (ii) and (iii) above;
  • (v) for the consolidated Group: all the platforms operated by the Group listed above;

"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 Group Net debt divided by Group Adjusted EBITDA for the preceding twelve months, including IFRS16 effects;

"Other capital expenditure" means amounts paid for investments in building the relevant capacity of data centres, equipping employees with appropriate equipment (i.e. workstations), office equipment (e.g. fit-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 outflows 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 other liabilities 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 different 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 specific 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, staff 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 efficient it is at managing its cash provided by operating activities.

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

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. 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 financial statements of the corresponding period, separately identifying and explaining the material reconciling items in sections "Management's discussion and analysis of financial condition and result of operations" and "Appendix 1: Reconciliation of the key Alternative Performance Measures to Financial Statements" .

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.

Non-Financial Measures

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

The Group has defined the non-financial 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, allegro.sk;
  • (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.

"Items sold" represents the sum of all items of product sold on the marketplace over a period of time for the (i) Polish Operations; (ii) Mall Segment; (iii) Allegro International Segment; (iv) International Operations, orthe consolidated Group,respectively. Purchase of two units of a specific product from a seller in a single purchase transaction is counted as two items.

II.

MANAGEMENT REPORT

ALLEGRO.EU S.A. GROUP HALF-YEAR REPORT for six month period ended 30 June 2024

1.

Selected consolidated financial and operational highlights

Income Statement
PLN m (unaudited)
H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
Total revenue and other
operating income
5,172.3 4,718.9 9.6% 2,696.9 2,397.7 12.5%
of which Polish Operations 4,426.1 3,602.4 22.9% 2,344.7 1,894.0 23.8%
of which International Operations 775.4 1,121.7 (30.9%) 369.6 507.9 (27.2%)
of which Eliminations & Other (29.3) (5.2) 458.3% (17.4) (4.2) 315.2%
EBITDA 1,398.2 1,053.2 32.8% 726.9 547.9 32.7%
of which Polish Operations 1,671.3 1,226.9 36.2% 879.3 653.5 34.5%
of which International Operations (273.0) (173.8) 57.1% (152.2) (105.7) 44.0%
of which Eliminations & Other N/A (0.1) N/A
Adjusted EBITDA 1,469.3 1,111.4 32.2% 763.1 580.4 31.5%
of which Polish Operations 1,728.5 1,273.9 35.7% 908.3 673.3 34.9%
of which International Operations (259.2) (162.5) 59.5% (145.0) (92.8) 56.2%
of which Eliminations & Other N/A (0.1) N/A
EBIT 929.7 554.0 67.8% 493.9 303.4 62.8%
Profit before income tax 794.2 372.1 113.5% 450.2 185.8 142.2%
Net Profit 588.9 276.0 113.4% 347.1 119.0 191.8%
Cash Flow
PLN m (unaudited)
H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
Net cash inflow/(outflow)
from operating activities
2,145.6 830.1 158.5% 1,011.8 572.6 76.7%
Net cash inflow/(outflow)
from investing activities
(252.0) (249.7) 0.9% (126.8) (120.8) 4.9%
Net cash inflow/(outflow)
from financing activities
(294.1) (282.7) 4.0% (167.7) (122.6) 36.8%
Net increase/(decrease) in cash
and cash equivalents
(3.4) N/A 0.8 N/A
Total increase / (decrease)
in cash and cash equivalents
1,596.1 297.8 436.0% 718.1 329.2 118.4%

Balance sheet

Balance sheet 30.06.2024
(unaudited)
31.12.2023
(audited)
Change %
Assets 19,078.7 18,538.8 2.9%
Equity 9,664.6 9,043.3 6.9%
Net Debt 3,005.9 4,635.9 (35.2%)

ALLEGRO.EU S.A. GROUP HALF-YEAR REPORT for six month period ended 30 June 2024

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 financial performance.

KPIs (unaudited) H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
Active Buyers (millions) 20.3 18.5 9.3% 20.3 18.5 9.3%
of which Polish Operations 14.9 14.3 4.3% 14.9 14.3 4.3%
of which International Operations 5.4 4.3 26.1% 5.4 4.3 26.1%
GMV per Active Buyer (PLN) 3,015.3 3,027.1 (0.4%) 3,015.3 3,027.1 (0.4%)
of which Polish Operations 3,869.8 3,664.0 5.6% 3,869.8 3,664.0 5.6%
of which International Operations 661.0 902.8 (26.8%) 661.0 902.8 (26.8%)
GMV (PLN in millions) 30,114.8 27,366.5 10.0% 15,809.9 14,227.1 11.1%
of which Polish Operations 28,624.0 25,823.6 10.8% 15,054.3 13,484.1 11.6%
of which International Operations 1,502.3 1,542.9 (2.6%) 767.0 743.0 3.2%
Intersegment eliminations (11.5) N/A (11.5) N/A
LTM GMV (PLN in millions) 61,121.8 56,140.2 8.9% 61,121.8 56,140.2 8.9%
of which Polish Operations 57,570.9 52,278.3 10.1% 57,570.9 52,278.3 10.1%
of which International Operations 3,565.1 3,861.9 (7.7%) 3,565.1 3,861.9 (7.7%)
Intersegment eliminations (14.3) N/A (14.3) N/A

[1] Reported Take Rate in Q2 2024 reflects retrospective YTD adjustments to marketplace revenue of PLN 7.2 m booked in Q2 2024. Estimated impact of the adjustments is ‑1.76 pp. For details refer to Appendix 3 to this Report, which presents a summary of reclassifications and presentation adjustments impacting YoY or QoQ dynamics of key revenue or cost lines in H1 2024.

KPIs (unaudited) H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
Items sold (PLN in millions) 631.9 559.6 12.9% 326.8 288.1 13.4%
of which Polish Operations 619.0 552.5 12.0% 319.8 284.4 12.5%
of which International Operations 12.9 7.1 81.9% 6.9 3.7 88.4%
Take Rate (%) 12.24% 11.14% 1.10pp 12.36% 11.23% 1.13pp
of which Polish Operations 12.36% 11.13% 1.23pp 12.53% 11.23% 1.30pp
of which International Operations 7.43% 11.97% (4.55pp) 5.79% [1] 11.32% (5.53pp)
1P Gross Margin 10.45% 10.48% (0.04pp) 8.95% 9.57% (0.61pp)
of which Polish Operations 5.99% 3.52% 2.46pp 2.82% 0.58% 2.24pp
of which International Operations 11.58% 11.90% (0.32pp) 10.94% 11.69% (0.75pp)
Adjusted EBITDA (PLN in
millions)
1,469.3 1,111.4 32.2% 763.1 580.4 31.5%
of which Polish Operations 1,728.5 1,273.9 35.7% 908.3 673.3 34.9%
of which International Operations (259.2) (162.5) 59.5% (145.0) (92.8) 56.2%
Intersegment eliminations N/A (0.1) N/A
Adjusted EBITDA/total revenue
and other operating income(%)
28.41% 23.55% 4.86pp 28.30% 24.21% 4.09pp
of which Polish Operations 39.05% 35.36% 3.69pp 38.74% 35.55% 3.19pp
of which International Operations (33.42%) (14.49%) (18.93pp) (39.23%) (18.27%) (20.96pp)
Adjusted EBITDA/GMV (%) 4.88% 4.06% 0.82pp 4.83% 4.08% 0.75pp
of which Polish Operations 6.04% 4.93% 1.11pp 6.03% 4.99% 1.04pp
of which International Operations (17.25%) (10.53%) (6.72pp) (18.90%) (12.49%) (6.41pp)

During H1 2024 GMV for the consolidated Group increased by PLN 2,748.3 million, or 10.0% YoY from PLN 27,366.5 million for H1 2023 to PLN 30,114.8 million for H1 2024, whereas for Q2 2024 GMV for the consolidated Group increased by PLN 1,582.8 million, or 11.1% YoY, from PLN 14,227.1 million for Q2 2023, to PLN 15,809.9 million for Q2 2024. The higher YoY increase for Q2 than for H1 reflects sequential acceleration of GMV growth in the Polish Operations in Q2 2024 to 11.6% YoY as compared to 10.0% in the prior quarter, coupled with the GMV of the International Operations posting a YoY increase of 3.2% forthe first time since consolidation of the Mall Group from 1 April 2022. Following the successful launch of the Allegro International Segment in Q2 2023, the GMV generated from Allegro's new marketplaces in the Czech Republic and Slovakia is now large enough to offset the GMV declines in the Mall Group legacy business as of Q2 2024.

At the Group's Polish Operations, Allegro's everyday shopping proposition of wide selection at attractive prices outperformed the total retail market. According to the Polish Statistical Office, Polish retail sales increased in H1 2024 by 4.9% in real terms YoY and by 5.3% in nominal terms YoY.

GMV for International Operations in H1 2024 decreased YoY by 2.6% with quarterly dynamics shifting from 8.1% decline YoY in Q1 to 3.2% growth YoY in Q2. GMV of the Mall Segment was down 37.2% YoY in H1 2024 reflecting the Group's continuous focus on higher margin products and better marketing return on investment, with Q2 decline of 35.9% YoY as compared to GMV in Q1 being 38.4% lower than year before. However GMV growth of the start-up marketplaces reported in the Allegro International Segment was 11-fold in H1 2024, almost fully compensating for the Mall Segment result in this period and more than offsetting the decline in Q2. The results of International Operations were again negatively impacted by a foreign exchange rate headwind as the PLN strengthened 11.7% YoY versus CZK in H1 2024.

Adjusted EBITDA for the consolidated Group increased by PLN 358.0 million, or 32.2% YoY from PLN 1,111.4 million for H1 2023 to PLN 1,469.3 million for H1 2024, whereas for Q2 2024 Adjusted EBITDA increased by PLN 182.7 million, or 31.5% YoY, from PLN 580.4 million for Q2 2023, to PLN 763.1 million for Q2 2024.

Adjusted EBITDA of the Polish Operations increased by PLN 454.6 million or 35.7% YoY for H1 2024, whereas for Q2 2024 the growth was PLN 235 million or 34.9% YoY. Profitability growth significantly above GMV dynamics was achieved predominantly thanks to all planned monetization changes for 2024 being implemented already in Q1 (range of changes to co-financing and rate cards introduced in Q3 2023 and Q1 2024). In addition, revenues and other operating income from advertising, logistics services and fintech (including loan sales), were all growing faster than GMV and supported profitability. This enabled the Group to target increased spending on marketing, expansion of logistics operations, higher employment and annual salary increases in support of growth and margin objectives. However, cost discipline over SG&A expenses remains tight, despite the completion of the "Fit to Grow" savings project.

Active Buyers of the consolidated Group reached 20.3 million as of June 30, 2024, including 5.4 million Active Buyers in the International Operations. Active Buyers of the Polish Operations grew by 4.3% YoY to reach 14.9 million at the end of H1 2024. This growth in Polish Active Buyers continues for more than two years now, reflecting the success of Allegro's marketing focus on price, selection and loyalty, generating a positive impact on both customer retention and new shopper acquisition. Active Buyers of the International Operations were up by 26.1% YoY, driven by Allegro International Segment's launches of Allegro.cz in Q2 2023 and Allegro.sk in Q1 2024, which now reached 2.5 million Active Buyers in total. This figure includes 1.7 million of new customers and 0.8 million of Mall Segment's buyers (during Q2 2024: 0.5 million and 0.1 million, respectively). This growth significantly outpaced the 0.5 million YoY decline in the Mall Segment over the last twelve months.

GMV per Active Buyer of the consolidated Group reached PLN 3,015.3 as of June 30 2024, with the annual spend significantly higher for the Polish Operations at PLN 3,869.8 than forthe International Operations at PLN 661. For the Polish Operations GMV per Active Buyer was up by 5.6% YoY as of June 30 2024. For the International Operations GMV per Active Buyer declined by 26.8% YoY at the end of H1 2024, reflecting declines in shopping frequency and average selling price at the Mall Segment, partially offset by new sales at the Allegro International Segment. Relative to the Mall Segment, shopping frequency is higher, but average selling price is lower at the Allegro International Segment.

GMV and Active Buyers Adjusted EBITDA

Adjusted EBITDA loss from the International Operations was PLN 259.2 million in H1 2024 versus PLN 162.5 million for H1 2023 and increased by 59.4%. In Q2 2024 this loss increased by PLN 52.2 million to PLN 145 million from PLN 92.8 million in Q2 2023. These increases first and foremost reflect marketing investments in the start-up development of Allegro.cz and Allegro.sk marketplaces in the Allegro International Segment. At the same time the legacy Mall Segment recorded slightly lower losses than year before (PLN 115.7 million and PLN 57.6 million in H1 and Q2 2024, respectively) achieved through restructuring measures implemented to offset lower GMV and retail revenues.

In H1 2024, Adjusted EBITDA margin for the Polish Operations improved by 1.11pp to 6.04 % of Polish GMV, above the Group's medium term aspiration of between 5.3 % and 5.7%. In total, 15.0% of the Polish Adjusted EBITDA was required to coverInternational Operations losses: 8.3% for Allegro International Segment marketplaces start-up costs and 6.7% in funding the Mall Segment turnaround.

Reconciliation of
Adjusted EBITDA
PLN m (unaudited)
H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
EBITDA Group 1,398.2 1,053.2 32.8% 726.9 547.9 32.7%
EBITDA Polish Operations 1,671.3 1,226.9 36.2% 879.3 653.5 34.5%
Allegro Incentive Plan [1] 44.0 29.3 49.9% 22.6 22.3 1.4%
Group restructuring and
development costs [2]
12.0 16.8 (28.9%) 5.1 (2.6) N/A
Employees restructuring cost [3] 0.3 (100.0%) N/A
vPPA agreement [4] 1.1 N/A 1.1 N/A
Regulatory proceeding costs [5] 0.2 N/A 0.2 N/A
Donations to various public benefit
organisations [6]
0.5 (100.0%) 0.2 N/A
Adjusted EBITDA
Polish Operations
1,728.5 1,273.9 35.7% 908.3 673.3 34.9%
EBITDA International
Operations
(273.0) (173.8) 57.1% (152.2) (105.7) 44.0%
Allegro Incentive Plan [1] 4.5 4.8 (4.7%) 1.7 3.0 (44.4%)
Group restructuring and
development costs [2]
4.1 1.6 154.5% 0.9 9.1 (90.3%)
Employees restructuring cost [3] 5.2 4.9 5.8% 4.6 0.8 488.4%
Regulatory proceeding costs [5] 0.1 N/A N/A
Adjusted EBITDA
International Operations
(259.2) (162.5) 59.5% (145.0) (92.8) 56.2%
Eliminations & Other N/A (0.1) N/A
Adjusted EBITDA Group 1,469.3 1,111.3 32.2% 763.1 580.4 31.5%
Reconciliation of
Adjusted EBITDA
PLN m (unaudited)
H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
EBITDA
International Operations
(273.0) (173.8) 57.1% (152.2) (105.7) 44.0%
EBITDA Mall Segment (135.3) (119.7) 13.0% (73.1) (74.2) (1.5%)
Allegro Incentive Plan [1] 2.9 4.8 (38.3%) 0.8 3.0 (73.2%)
Group restructuring and
development costs [2]
11.4 (9.5) N/A 10.0 4.3 134.2%
Employees restructuring cost [3] 5.2 4.9 5.8% 4.6 0.8 488.4%
Regulatory proceeding costs [5] 0.1 N/A N/A
Adjusted EBITDA Mall Segment (115.7) (119.5) (3.2%) (57.6) (66.2) (12.9%)
EBITDA Allegro International (137.4) (54.0) 154.2% (79.0) (31.5) 151.2%
Allegro Incentive Plan [1] 1.6 N/A 0.9 N/A
Group restructuring and
development costs [2]
(7.3) 11.1 (166.1%) (9.2) 4.8 (290.1%)
Adjusted EBITDA
Allegro International
(143.1) (43.0) 233.1% (87.3) (26.7) 227.6%
Eliminations & Other (0.4) N/A N/A
Adjusted EBITDA
International Operations
(259.2) (162.5) 59.5% (145.0) (92.8) 56.2%

[1] 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.

  • [2] Represents legal and financial due diligence and other advisory expenses with respect to:
  • potential acquisitions or discontinued acquisition projects,
  • integration and advisory expenses with respect to signed and/or closed acquisitions,
  • non-employee restructuring cost.
  • [3] 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 affected by restructuring projects.
  • [4] Represents the results on valuation of the Group's virtual power purchase agreement ('vPPA'). This agreement reflects virtual purchases of green energy and is treated as a financial instrument valued at fair value through profit and loss. More information presented in note 25 to the Annual Consolidated Financial statements for the year ended 31 December 2023.
  • [5] Represents legal costs mainly related to non-recurring regulatory proceedings, legal and expert fees and settlement costs.
  • [6] Represents donations made by the Group to support health service, charitable organisations and NGOs.

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

Adjusted EBITDA for Polish Operations includes PLN 57.2 million of EBITDA adjustments reported in H1 2024, compared to PLN 47.0 million reported in the prior year, whereas EBITDA adjustments reported in Q2 2024 amounted to PLN 29.0 million, up from PLN 19.7 million in Q2 2023. The largest adjustment to EBITDA in H1 2024 was PLN 44.0 million 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 22.6 million was incurred in Q2 2024. The other key adjustment to EBITDA was PLN 12.0 million of Group restructuring and development costs for H1 2024 (of which PLN 5.3 million in Q2 2024) related to the Mall Segment turnaround, which were incurred by the Polish entity and therefore booked to the Polish Operations.

Adjusted EBITDA for International Operations includes EBITDA adjustments of PLN 13.9 million reported in H1 2024 and PLN 7.2 million reported in Q2 2024. Key adjustments to EBITDA in the current period included Employees restructuring costs of PLN 5.2 million for H1 2024 and PLN 4.6 million for Q2 2024, related to the ongoing restructuring process. Adjustments also included costs related to the Allegro Incentive Plan of PLN 4.5 million for H1 2024 and PLN 1.7 million for Q2 2024, as well as Group restructuring and development costs of PLN 4.1 million for H1 2024 and PLN 0.9 million for Q2 2024, related to post M&A integration.

nsolidated statements of comprehensive income

2.2.2 RESULTS OF THE POLISH OPERATIONS

The following tables present the Group's summary consolidated statements of comprehensive income for H1 2024, H1 2023, Q2 2024 and Q2 2023.

Consolidated statement Polish Operations
of comprehensive income
PLN m (unaudited)
H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
GMV 28,624.0 25,823.6 10.8% 15,054.3 13,484.1 11.6%
of which 1P 215.2 252.2 (14.6%) 120.6 134.2 (10.1%)
of which 3P 28,408.8 25,571.4 11.1% 14,933.7 13,349.9 11.9%
Total revenue and other
operating income
4,426.1 3,602.4 22.9% 2,344.7 1,894.0 23.8%
Revenue 4,370.9 3,602.4 21.3% 2,319.5 1,894.0 22.5%
Marketplace revenue 3,512.5 2,846.6 23.4% 1,871.6 1,499.5 24.8%
Price comparison revenue 104.1 102.3 1.8% 49.9 47.4 5.4%
Advertising revenue 478.1 373.8 27.9% 249.4 191.9 29.9%
Retail revenue 178.3 211.6 (15.8%) 100.4 112.1 (10.5%)
Logistic Service Revenue 52.9 19.4 172.9% 32.4 10.4 212.2%
Other revenue 45.0 48.7 (7.5%) 15.8 32.7 (51.8%)
Other operating income 55.3 N/A 25.1 N/A
Operating expenses (2,754.8) (2,375.5) 16.0% (1,465.4) (1,240.4) 18.1%
Payment charges (75.0) (67.1) 11.9% (38.6) (34.3) 12.3%
Cost of goods sold (167.6) (204.2) (17.9%) (97.5) (111.4) (12.5%)
Cost of delivery (1,259.9) (1,031.5) 22.1% (675.5) (542.7) 24.5%
Marketing service expenses (474.0) (396.9) 19.4% (265.3) (211.0) 25.8%
Staff costs (493.3) (403.2) 22.4% (247.0) (218.4) 13.1%
IT service expenses (87.9) (78.2) 12.3% (43.5) (39.9) 9.1%
Other expenses (182.5) (166.3) 9.7% (90.5) (69.1) 31.0%
Net impairment losses on financial
and contract assets
(14.7) (28.2) (48.1%) (7.5) (13.8) (45.4%)
Operating profit before
amortisation, depreciation and
impairment losses of non
current non-financial assets
1,671.3 1,226.9 36.2% 879.3 653.5 34.5%

(EBITDA)

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

Consolidated statement Consolidated Group
of comprehensive income
PLN m (unaudited)
H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
GMV 30,114.8 27,366.5 10.0% 15,809.9 14,227.1 11.1%
of which 1P 990.0 1,469.2 (32.6%) 483.1 687.1 (29.7%)
of which 3P 29,124.9 25,897.3 12.5% 15,326.8 13,540.0 13.2%
Total revenue and other
operating income
5,172.3 4,718.9 9.6% 2,696.9 2,397.7 12.5%
Revenue 5,117.0 4,718.9 8.4% 2,671.8 2,397.7 11.4%
Marketplace revenue 3,565.7 2,885.6 23.6% 1,894.3 1,521.0 24.5%
Price comparison revenue 104.1 102.3 1.8% 49.9 47.4 5.4%
Advertising revenue 478.4 375.0 27.6% 248.3 192.0 29.3%
Retail revenue 832.5 1,248.9 (33.3%) 411.2 581.3 (29.3%)
Logistic Service Revenue 103.6 53.3 94.3% 60.6 26.5 128.6%
Other revenue 32.7 53.7 (39.1%) 7.4 29.6 (75.0%)
Other operating income 55.3 N/A 25.1 N/A
Operating expenses (3,774.0) (3,665.7) 3.0% (1,970.0) (1,849.8) 6.5%
Payment charges (82.9) (75.0) 10.6% (43.0) (39.0) 10.2%
Cost of goods sold (745.6) (1,118.0) (33.3%) (374.4) (525.6) (28.8%)
Cost of delivery (1,319.7) (1,061.3) 24.3% (709.8) (569.5) 24.6%
Marketing service expenses (645.1) (503.9) 28.0% (357.5) (272.8) 31.1%
Staff costs (625.6) (593.0) 5.5% (304.0) (305.0) (0.3%)
IT service expenses (106.6) (94.3) 13.1% (52.4) (46.8) 12.0%
Other expenses (229.5) (190.7) 20.4% (118.7) (76.3) 55.5%
Net impairment losses on financial
and contract assets
(19.0) (29.6) (35.9%) (10.2) (14.8) (31.3%)
Operating profit before
amortisation, depreciation
and impairment losses of
non‑current non‑financial
assets (EBITDA)
1,398.2 1,053.2 32.8% 726.9 547.9 32.7%

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.

2.2.1 REVIEW OF ALLEGRO.EU GROUP FINANCIAL AND OPERATIONAL RESULTS

The following tables present the Group's summary consolidated statements of comprehensive income for H1 2024, H1 2023, Q2 2024 and Q2 2023.

LOGISTIC SERVICE REVENUE

Logistic service revenue increased by PLN 33.5 million, or 172.9%, from PLN 19.4 million for H1 2023 to PLN 52.9 million for H1 2024, whereas for Q2 2024 logistic service revenue increased by PLN 22.0 million, or 212.2%, from PLN 10.4 million for Q2 2023 to PLN 32.4 million for Q2 2024. This increase resulted primarily from regular delivery and fulfilment revenue more than doubling YoY, driven by the increasing scale of Allegro One operations. These revenues are recognised when merchants are paying for Allegro One to deliver to consumers, i.e. transactions outside of the Smart! program. Additional impact came from the newly launched Allegro Delivery services where Allegro is now responsible for end-to-end service and becomes a principal rather than an agent. Accordingly, revenues and costs for non-Smart deliveries executed by Allegro One or Allegro sub-contractors are now shown gross in logistic service revenue and logistic cost (the latter impacting Costs of Delivery described further in this section) presented in preceding periods in Net Costs of Delivery. The impact on H1 fully booked in Q2 amounted to PLN 9.5 million (49 pp of YoY growth rate in H1 2024), of which PLN 4.5 million related to Q1 and PLN 5.0 million related to Q2.

OTHER REVENUE

Otherrevenue decreased by PLN 3.7 million, or 7.5%, from PLN 48.7 million for H1 2023 to PLN 45.0 million for H1 2024, whereas for Q2 2024 Other revenue decreased by PLN 16.9 million, or 51.8%, from PLN 32.7 million for Q2 2023 to PLN 15.8 million for Q2 2024. These decreases reflect predominantly recognition of result on sales of consumer loans in Other operating income since Q4 2023 (see comments to Other operating income below) and reclassification of merchant fees on transactions financed by Allegro Pay from Otherrevenue to Marketplace revenue (see comments to Marketplace revenue above). Those changes were partially offset by increased intercompany revenue from the Mall Segment related to IT, advisory and supervisory services.

OTHER OPERATING INCOME

Other Operating Income amounted to PLN 55.3 million for H1 2024 and PLN 25.1 million for Q2 2024 as compared to nil in comparative periods. Other Operating Income reflects results from fair value valuation and sales of consumer loans portfolios originated by Allegro Pay to the Group's financing partner, which reached the materiality threshold to be presented separately in Q4 2023, previously presented within Other Revenue.

OPERATING EXPENSES

Operating expenses increased by PLN 379.3 million, or 16.0%, from PLN 2,375.5 million for H1 2023 to PLN 2,754.8 million for H1 2024, whereas for Q2 2024 operating expenses increased by PLN 224.9 million, or 18.1%, from PLN 1,240.5 million for Q2 2023 to PLN 1,465.4 million for Q2 2024. This increase resulted primarily from higher costs of delivery, staff costs and marketing expenses.

TOTAL REVENUE AND OTHER OPERATING INCOME

Totalrevenue and other operating income increased by PLN 823.7 million, or 22.9%, from PLN 3,602.4 million for H1 2023 to PLN 4,426.1 million for H1 2024, whereas for Q2 2024 total revenue and other operating income increased by PLN 450.7 million, or 23.8%, from PLN 1,894.0 million for Q2 2023 to PLN 2,344.7 million for Q2 2024. This increase resulted primarily from strong performance in the 3P marketplace, advertising and logistic service revenue. The main drivers of key revenue streams are described below.

MARKETPLACE REVENUE

Marketplace revenue increased by PLN 665.8 million, or 23.4%, from PLN 2,846.6 million for H1 2023 to PLN 3,512.5 million for H1 2024, whereas for Q2 2024 marketplace revenue increased by PLN 372.1 million, or 24.8% from PLN 1,499.5 million for Q2 2023 to PLN 1,871.6 million for Q2 2024. This increase resulted primarily from GMV growth YoY, which for H1 2024 reached 10.8% with quarterly dynamics improving sequentially from 10.0% in Q1 to 11.6% in Q2. The marketplace revenue increase was further fuelled by growth in the Take Rate by 1.23 pp from 11.13% for H1 2023 to 12.36% for H1 2024, mostly reflecting changes to co-financing rates and commission rates introduced during the third quarter of 2023 and at the end of February in Q1 2024. In addition to Q2 Take Rate benefiting from a full quarter's impact of the changes made in Q1, Take Rate reflects 0.09 pp of growth due to a retrospective reclassification of merchant fees for transactions financed by Allegro Pay from Other revenue to Marketplace revenue. This revenue reclassification for H1 was recorded in Q2 2024, with a total of PLN 13.4 million, of which PLN 6.3 million related to Q1 and PLN 7.1 million to Q2 2024. For details refer to Appendix 3 to this Report, which presents a summary of reclassifications and presentation adjustments impacting YoY or QoQ dynamics of key revenue or cost lines in H1 2024.

ADVERTISING REVENUE

Advertising revenue increased by PLN 104.3 million, or 27.9%, from PLN 373.8 million for H1 2023 to PLN 478.1 million for H1 2024, whereas for Q2 2024 advertising revenue increased by PLN 57.5 million, or 29.9%, from PLN 191.9 million for Q2 2023 to PLN 249.4 million for Q2 2024. This increase resulted primarily from high demand supporting the pricing of Allegro Ads and benefits from machine learning-enabled product improvements driving performance for advertisers in terms of sales return on spending. Advertising revenue as a percentage of GMV rose to 1.67% for H1 2024, up by 0.22 pp versus the prior year period and reached 1.66% of GMV for Q2 2024, up by 0.21 pp YoY.

RETAIL REVENUE

Retail revenue decreased by PLN 33.3 million, or 15.8%, from PLN 211.6 million for H1 2023 to PLN 178.3 million for H1 2024, whereas for Q2 2024 retail revenue decreased by PLN 11.7 million, or 10.5%, from PLN 112.1 million for Q2 2023 to PLN 100.4 million for Q2 2024. This decline resulted primarily from the lower role of Allegro 1P within the Supermarket and Health & Beauty categories resulting from continuously increasing demand which attracted higher volumes from 3P merchants. Furthermore, there has been significant progress in sourcing deep discounts from merchants to support shopping events like Allegro Days and Smart Week, reducing the reliance on 1P-sourced offers.

COST OF DELIVERY

Cost of delivery increased by PLN 228.5 million, or 22.1%, from PLN 1,031.5 million for H1 2023 to PLN 1,259.9 million for H1 2024, whereas for Q2 2024 cost of delivery increased by PLN 132.8 million, or 24.5%, from PLN 542.7 million for Q2 2023 to PLN 675.5 million for Q2 2024. Considering the scale-up of Allegro Logistic operations, which consequently increases the proportion of deliveries where Allegro acts under the principal model (either through its own logistics network orthrough third-party delivery services where the Group assumes responsibility for fulfilling the delivery), the Group has changed the name of 'net cost of delivery line' in the statement of comprehensive income to 'cost of delivery.' 'Cost of delivery' reflects the combination of the excess of delivery costs over the SMART subscription fees accounted for under the agent model, together with the logistics costs incurred from the Group's own delivery methods. In both periods, at least 80% of 'Cost of delivery' can be attributed to the agent model. The 22.1% growth in H1 resulted primarily from the volume effect of increased number of items sold (10.4 pp of the growth rate) and from an uptick in average unit cost of delivery reflecting higher pricing from third party contractors (addi tional 7.9 pp). The unit cost increase effect of 7.9 pp would have been higher at 9.1 pp if not for a further mix shift away from costly courier home deliveries towards out of home methods, share of which was down by 5.1pp YoY in H1 2024. Ongoing growth in the number of Smart! users added 1.7 pp YoY. In ad dition, the cost of delivery was further increased by a presentation adjustment in Q2 2024 from logistic service cost now shown gross and corresponding to the logistic service revenue of PLN 9.5 million (for the part corresponding with Allegro Delivery costs in Smart! where Allegro is principal, in preceding periods presented in "Net cost of delivery" line – for more detail please referto "Logistic service revenue" description above). For details refer to Appendix 3 to this Report.

STAFF COSTS

Staff costs increased by PLN 90.2 million, or 22.4%, from PLN 403.2 million for H1 2023 to PLN 493.3 million for H1 2024, whereas for Q2 2024 staff costs increased by PLN 28.6 million, or 13.1%, from PLN 218.4 million for Q2 2023 to PLN 247.0 million for Q2 2024. This increase in Q2 2024 resulted primarily from a 13% headcount increase as compared to the end of June 2023, coupled with the impact of salary and related costs increases effective from April 2024, however the annual pay round brought smaller increases than in the prior year as inflation has fallen significantly. Following completion of the "Fit to Grow" savings initiative, the Group is investing in growing teams, mainly in technology, fintech, logistics and customer services to fuel its growth engines.

MARKETING SERVICE EXPENSES

Marketing service expenses increased by PLN 77.1 million, or 19.4%, from PLN 396.9 million for H1 2023 to PLN 474.0 million for H1 2024, whereas for Q2 2024 marketing service expenses increased by PLN 54.4 million, or 25.8%, from PLN 211.0 million for Q2 2023 to PLN 265.3 million for Q2 2024.

Marketing service expenses as a percentage of GMV increased by 0.12 pp YoY to 1.66% for H1 2024 and by 0.20 pp YoY to 1.76% for Q2 2024. The Group has responded to new market entrants competing for share of voice on paid internet advertising chan nels by increasing investment in traffic acquisition, diversifying advertising channels and expanding social media marketing. The Group also invested relatively more in promotion of the Smart! program to increase its penetration among existing and new buyers. The annual Smart! Week shopping event was extended to 10 days in Q2 2024 from 7 days a year before and this was partly responsible for the increase in spend relative to GMV.

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

EBITDA increased by PLN 444.4 million, or 36.2%, from PLN 1,226.9 million for H1 2023 to PLN 1,671.3 million for H1 2024, whereas for Q2 2024 EBITDA increased by PLN 225.7 million, or 34.5%d by PLN 225.7, from PLN 653.5 million for Q2 2023 to PLN 879.3 million for Q2 2024. This increase resulted from the factors described above.

International Operations: KPIs
(unaudited)
H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
Take Rate (%) 7.43% 11.97% (4.55pp) 5.79% [1] 11.32% (5.53pp)
of which Mall Segment 11.27% 13.16% (1.89pp) 7.75% [1] 13.43% (5.68pp)
of which Allegro International
Operations
6.29% 5.45% 0.84pp 5.37% [1] 5.45% (0.08pp)
1P Gross Margin 11.58% 11.90% (0.32pp) 10.94% 11.69% (0.75pp)
of which Mall Segment 11.27% 11.90% (0.63pp) 10.55% 11.69% (1.14pp)
of which Allegro International
Operations
N/A N/A N/A N/A N/A N/A
Adjusted EBITDA (PLN in millions) (259.2) (162.5) 59.5% (145.0) (92.8) 56.2%
of which Mall Segment (115.7) (119.5) (3.2%) (57.6) (66.2) (12.9%)
of which Allegro International
Operations
(143.1) (43.0) 233.1% (87.3) (26.7) 227.6%
Intersegment eliminations (0.4) N/A N/A
Adjusted EBITDA/total revenue
and other operating income (%)
(33.42%) (14.49%) (18.93pp) (39.23%) (18.27%) (20.96pp)
of which Mall Segment (15.10%) (10.68%) (4.42pp) (15.63%) (13.09%) (2.55pp)
of which Allegro International
Operations
(245.34%) (1,344.64%) 1099.30pp (292.44%) (834.30%) 541.87pp
Adjusted EBITDA/GMV (%) (17.25%) (10.53%) (6.72pp) (18.90%) (12.49%) (6.41pp)
of which Mall Segment (12.35%) (8.01%) (4.34pp) (12.99%) (9.56%) (3.43pp)
of which Allegro International
Operations
(23.09%) (75.79%) 52.70pp (24.58%) (47.03%) 22.45pp

[1] YTD reclassification to retail revenue from marketplace revenue booked in Q2 pushed the reported Take Rates down. With the adjustments allocated to Q1 and Q2, the Take Rates in Q2 2024 would have been: 7.55% for the International Operations, 12.01% for the Mall Segment and 6.43% for the Allegro International Segment. For details refer to Appendix 3 to this Report.

The following KPls are measures used by the Group's management to monitor and manage operational and financial performance of the International Operations. International Operations include the results of two reportable segments: Mall Segment and a newly operational Allegro International Segment.

2.2.3. RESULTS OF THE INTERNATIONAL OPERATIONS

H1 2024 Q2 2024 Q2 2023 Change %
5.4 4.3 26.1% 5.4 4.3 26.1%
3.7 4.2 (11.8%) 3.7 4.2 (11.8%)
2.5 0.2 1,097.1% 2.5 0.2 1,097.1%
(0.8) (0.1) 654.1% (0.8) (0.1) 654.1%
661.0 902.8 (26.8%) 661.0 902.8 (26.8%)
672.4 913.3 (26.4%) 672.4 913.3 (26.4%)
489.9 271.3 80.6% 489.9 271.3 80.6%
1,502.3 1,542.9 (2.6%) 767.0 743.0 3.2%
936.7 1,492.2 (37.2%) 443.7 692.3 (35.9%)
619.7 56.7 993.2% 355.3 56.7 526.8%
(54.0) (6.0) 807.0% (31.9) (6.0) 436.0%
3,565.1 3,861.9 (7.7%) 3,565.1 3,861.9 (7.7%)
2,475.6 3,811.2 (35.0%) 2,475.6 3,811.2 (35.0%)
1,225.2 56.7 2,061.5% 1,225.2 56.7 2,061.5%
(135.7) (6.0) 2,178.1% (135.7) (6.0) 2,178.1%
12.9 7.1 81.9% 6.9 3.7 88.4%
4.3 6.6 (34.7%) 2.1 3.1 (34.0%)
8.9 0.6 1,492.1% 5.1 0.6 799.6%
(0.3) N/A (0.2) N/A
H1 2023 Change %
Consolidated statement Mall Segment Allegro Operations Eliminations Total
of comprehensive income
PLN m (unaudited)
H1 2024 H1 2023 Change % H1 2024 H1 2023 Change % H1 2024 H1 2023 Change % H1 2024 H1 2023 Change %
GMV 936.7 1,492.2 (37.2%) 619.7 56.7 993.2% (54.0) (6.0) 807.0% 1,502.3 1,542.9 (2.6%)
of which 1P 786.2 1,217.0 (35.4%) N/A N/A 786.2 1,217.0 (35.4%)
of which 3P 150.4 275.1 (45.3%) 619.7 56.7 993.2% (54.0) (6.0) 807.0% 716.1 325.8 119.8%
Total revenue and other operating
income
766.1 1,119.3 (31.6%) 58.3 3.2 1,725.4% (49.0) (0.8) 5,886.2% 775.4 1,121.7 (30.9%)
Revenue 766.1 1,119.3 (31.6%) 58.3 3.2 1,725.4% (49.0) (0.8) 5,886.2% 775.4 1,121.7 (30.9%)
Marketplace revenue 17.0 36.2 (53.2%) 39.0 3.1 1,161.9% (2.8) (0.3) 837.0% 53.2 39.0 36.3%
Advertising revenue 2.4 1.1 117.4% 7.5 0.1 6,920.7% (8.4) N/A 1.5 1.2 21.9%
Retail revenue 666.0 1,037.6 (35.8%) N/A N/A 666.0 1,037.6 (35.8%)
Logistic Service Revenue 54.7 33.9 61.3% 11.9 N/A (15.9) N/A 50.7 33.9 49.4%
Other revenue 26.1 10.5 149.0% N/A (21.9) (0.5) 4,085.1% 4.1 9.9 (58.4%)
Operating expenses (901.4) (1,239.0) (27.3%) (195.7) (57.2) 241.9% 48.6 0.8 5,838.3% (1,048.5) (1,295.4) (19.1%)
Payment charges (4.3) (7.6) (44.0%) (3.6) (0.4) 812.2% N/A (7.9) (8.0) (1.5%)
Cost of goods sold (591.0) (914.1) (35.4%) N/A 2.1 N/A (588.9) (914.1) (35.6%)
Cost of delivery (47.4) (29.8) 58.7% (28.0) N/A 15.6 N/A (59.8) (29.8) 100.4%
Marketing service expenses (56.5) (89.7) (37.0%) (127.3) (17.4) 633.7% 12.6 N/A (171.2) (107.0) 60.0%
Staff costs (121.5) (156.9) (22.6%) (13.2) (33.0) (60.0%) 2.4 N/A (132.3) (189.9) (30.4%)
IT service expenses (19.9) (16.2) 23.4% (6.1) (1.8) 232.9% N/A (26.0) (18.0) 44.6%
Other expenses (57.2) (23.4) 144.9% (17.0) (4.7) 259.8% 16.0 0.8 1,851.6% (58.2) (27.3) 113.5%
Net impairment losses on financial and
contract assets
(3.7) (1.3) 181.3% (0.6) 3,204.3% N/A (4.3) (1.3) 221.9%
Operating profit before amortisation,
depreciation and impairment losses
of non-current non-financial assets
(EBITDA)
(135.3) (119.7) 13.0% (137.4) (54.0) 154.2% (0.4) N/A (273.0) (173.8) 57.1%
Tota
H1 2024 H1 2023 Change %
1,502.3 1,542.9 (2.6%)
786.2 1,217.0 (35.4%)
716.1 325.8 119.8%
775.4 1,121.7 (30.9%)
775.4 1,121.7 (30.9%)
53.2 39.0 36.3%
1.5 1.2 21.9%
666.0 1,037.6 (35.8%)
50.7 33.9 49.4%
4.1 ਰੇ ਰੇ (58.4%)
(1,048.5) (1,295.4) (19.1%)
(7.9) (8.0) (1.5%)
(588 a) (914.1) (35.6%)
(59.8) (29.8) 100.4%
(171.2) (107.0) 60.0%
(132.3) (189.9) (30.4%)
(26.0) (18.0) 44.6%
(58.2) (27.3) 113.5%
(4.3) (1.3) 221.9%
(273.0) (173.8) 57.1%

The following table presents selected consolidated financial data for the International Operations for H1 2024 and H1 2023.

Tota
Q2 2024 Q2 2023 Change %
767.0 743.0 3.2%
374.0 552.9 (32.4%)
393.1 190.1 106.7%
369.6 507.9 (27.2%)
369.6 507.9 (27.2%)
22.7 21.5 5.7%
N/A
318.1 469.3 (32.2%)
28.2 16.1 74.8%
0.6 0.9 (31.4%)
(521.8) (613.6) (15.0%)
(4.4) (4.7) (6.7%)
(283.3) (414.5) (31.7%)
(34.3) (26.8) 27.9%
(92.2) (61.9) 49.0%
(57.0) (86.6) (34.2%)
(12.9) (8.9) 45.1%
(35.1) (9.1) 285.0%
(2.7) (1.1) 143.9%
(152.2) (105.7) 44.0%
International Operations
Consolidated statement Mall Segment Allegro Operations Eliminations Total
of comprehensive income
PLN m (unaudited)
Q2 2024 Q2 2023 Change % Q2 2024 Q2 2023 Change % Q2 2024 Q2 2023 Change % Q2 2024 Q2 2023 Change %
GMV 443.7 692.3 (35.9%) 355.3 56.7 526.8% (31.9) (6.0) 436.0% 767.0 743.0 3.2%
of which 1P 374.0 552.9 (32.4%) N/A N/A 374.0 552.9 (32.4%)
of which 3P 69.7 139.4 (50.0%) 355.3 56.7 526.8% (31.9) (6.0) 436.0% 393.1 190.1 106.7%
Total revenue and other operating
income
368.6 505.5 (27.1%) 29.9 3.2 834.7% (28.8) (0.8) 3,424.9% 369.6 507.9 (27.2%)
Revenue 368.6 505.5 (27.1%) 29.9 3.2 834.7% (28.8) (0.8) 3,424.9% 369.6 507.9 (27.2%)
Marketplace revenue 5.4 18.7 (71.1%) 19.1 3.1 517.1% (1.7) (0.3) 485.9% 22.7 21.5 5.7%
Advertising revenue 0.2 (0.1) N/A 4.5 0.1 4,090.4% (4.6) N/A N/A
Retail revenue 317.4 469.3 (32.4%) N/A 0.7 N/A 318.1 469.3 (32.2%)
Logistic Service Revenue 28.8 16.1 78.5% 6.3 N/A (7.0) N/A 28.2 16.1 74.8%
Other revenue 16.9 1.5 1,057.1% N/A (16.2) (0.5) 2,994.7% 0.6 0.9 (31.4%)
Operating expenses (441.7) (579.7) (23.8%) (108.9) (34.7) 214.2% 28.8 0.8 3,419.7% (521.8) (613.6) (15.0%)
Payment charges (1.9) (4.3) (55.8%) (2.5) (0.4) 523.7% N/A (4.4) (4.7) (6.7%)
Cost of goods sold (283.9) (414.5) (31.5%) N/A 0.6 N/A (283.3) (414.5) (31.7%)
Cost of delivery (23.4) (26.9) (12.8%) (20.1) N/A 9.2 N/A (34.3) (26.8) 27.9%
Marketing service expenses (27.5) (44.5) (38.3%) (70.7) (17.4) 307.5% 6.0 N/A (92.2) (61.9) 49.0%
Staff costs (57.0) (73.6) (22.5%) (0.5) (13.0) (95.9%) 0.6 N/A (57.0) (86.6) (34.2%)
IT service expenses (9.7) (8.2) 19.1% (3.2) (0.7) 345.8% N/A (12.9) (8.9) 45.1%
Other expenses (36.0) (6.7) 434.4% (11.5) (3.2) 258.5% 12.4 0.8 1,411.1% (35.1) (9.1) 285.0%
Net impairment losses on financial and
contract assets
(2.2) (1.1) 105.9% (0.5) 2,439.8% N/A (2.7) (1.1) 143.9%
Operating profit before amortisation,
depreciation and impairment losses
of non-current non-financial assets
(EBITDA)
(73.1) (74.2) (1.5%) (79.0) (31.5) 151.2% N/A (152.2) (105.7) 44.0%

The following table presents selected consolidated financial data for the International Operations for Q2 2024 and Q2 2023

REVENUE

Revenue forthe Mall Segment decreased YoY by PLN 353.2 million, or 31.6%, from PLN 1,119.3 million in H1 2023 to PLN 776.1 million in H1 2024, while for Q2 2024 the revenue declined by PLN 136.6 million, or 27.1% from PLN 505.5 million in Q2 2023 to PLN 368.6 million in Q2 2024. These decreases were driven primarily by further declines in Retail and Marketplace Revenues generated from reduced GMV. Expansion in volumes carried by the Mall Segment's proprietary delivery business, WE|DO, which includes deliveries to the new Allegro marketplaces, grew logistics revenues by 61.3% YoY in H1 2024. The increase in Other Revenue during H1 2024 resulted primarily from recharging of teams working on Allegro International or Polish Operations' projects. Lower revenue also partially reflects foreign exchange headwinds of approximately PLN 86 million for H1, i.e. 7.7 pp of the decline, including ca. PLN 39 million for Q2.

OPERATING EXPENSES

Operating expenses for the Mall Segment declined YoY by PLN 337.6 million, or 27.3%, from PLN 1,239.0 million in H1 2023 to PLN 901.4 million in H1 2024, while for Q2 2024 they decreased by PLN 138.0 million, or 23.8% from PLN 579.7 million to PLN 441.7 million. Lower expenses predominantly reflect cost of goods sold and marketing expenses declining in line with retailrevenue, but also staff costs decrease driven by ongoing restructuring of the Mall Group. These reductions were partially offset by higher costs of delivery where higher volumes of packages handled by WE|DO for third party customers and Allegro International marketplaces significantly exceeded the decline in own volumes of the Mall Segment. This increase in volumes is reflected in growth of logistics revenue as described in the paragraph above the introduction of the Smart! programme at Mall Group in Q4 2022 and migration of related costs from marketing to delivery costs as trial Smart! offers gradually expire is also reflected in increased delivery costs for H1 2024.

REVENUE

Revenue for the Allegro International Operations increased YoY by PLN 55.1 million from PLN 3.2 million in H1 2023 to PLN 58.3 million in H1 2024, while for Q2 2024 the revenue was up by PLN 26.7 million from PLN 3.2 million in Q2 2023 to PLN 29.9 million. These increases reflect the fact that this segment was launched in May last year, therefore its start-up operations were in a very early stage in Q2 2023. Over just 15 months the marketplace in Czechia has built a strong presence in the market with close to 250 million offers available at excellent prices. The marketplace in Slovakia was launched at the end of February this year, bringing a meaningful impact to the segment's results from Q2 2024. While GMV increased sequentially by 34.4% from Q1 to Q2 2024, revenue rose by only 4.9% in the same timeframe. This muted growth reflects predominantly a retrospective presentation adjustment of PLN 3.8 million which was booked in Q2, but related to Q1 2024 of partial reclassification of trial Smart! delivery costs previously included in marketing costs which now decrease marketplace revenue. On a comparable basis sequential revenue growth would have been 32.7% to PLN 33.3 million in Q2 from PLN 25.1 million in Q1. For details refer to Appendix 3 to this Report.

Other expenses increased YoY in H1 2024 with majority effect in Q2 as a result of contracted and agency workers costs reclassified from staff costs as compared to Q2 2023, as well as increase of advisory and supervisory charges from the Polish Operations. For details refer to Appendix 3 to this Report. During H1 the Group continued its work to transform the operations of the Mall Segment to meet new objectives now that Allegro's marketplaces are up and running. GMV originating from unprofitable 1P trading and Mall's legacy marketplace are being run down, with cash being recovered with inventory reductions. Staffing is being reduced or repurposed to work on Allegro marketplace activities and IT systems are being replaced with Group wide solutions to increase operational efficiency.

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

EBITDA loss for the Mall Segment increased to PLN 135.3 million in H1 2024 vs PLN 119.7 million loss in the corresponding period a year before, whereas for Q2 2024 the loss was contained at PLN 73.1 million as compared to PLN 74.2 million in Q2 2023. These changes resulted from the factors described above.

At the same time, excluding impact of the restructuring costs and other one-off items, Adjusted EBITDA loss declined both from half year and quarterly perspective, resulting in Adjusted EBITDA loss of PLN 115.7 million for H1 2024 (vs PLN 119.5 million loss for H1 2023), and Adjusted EBITDA loss PLN 57.6 million for Q2 2024 (vs PLN 66.2 million for Q2 2023).

OPERATING EXPENSES

Operating expenses for the Allegro International Operations increased YoY by PLN 138.4 million, from PLN 57.2 million in H1 2023 to PLN 195.7 million in H1 2024, while for Q2 2024 the increase was PLN 74.2 million from PLN 34.7 million in Q2 2023 to PLN 108.9 million in Q2 2024. These increases in H1 2024 were driven predominantly by PLN 120 million higher YoY marketing expenses and PLN 28 million of cost of delivery (PLN 53 million and PLN 20 million in Q2 2024, respectively), which reflect start-up marketing investments in the marketplaces and costs related to free deliveries under Smart! Program as well as the fact that the marketplace was only operational for two months in the prior half year period.

ADJUSTED EBITDA

Adjusted EBITDA loss for the Allegro International Operations increased to PLN 137.4 million in H1 2024 vs PLN 54.1 million loss in the corresponding period a year before, whereas for Q2 2024 the loss was PLN 79.0 million as compared to PLN 31.5 million in Q2 2023. These increases reflect the investments in scaling up the business as described above.

INTERNATIONAL OPERATIONS – MALL SEGMENT INTERNATIONAL OPERATIONS – ALLEGRO INTERNATIONAL OPERATIONS SEGMENT

2.2.4. TOTAL COMPREHENSIVE INCOME RECONCILIATION

Consolidated statement
of comprehensive income
PLN m (unaudited)
H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
EBITDA Polish Operations 1,671.3 1,226.9 36.2% 879.3 653.5 34.5%
EBITDA International Operations (273.0) (173.8) 57.1% (152.2) (105.7) 44.0%
Eliminations & other N/A (0.1) N/A
EBITDA 1,398.2 1,053.2 32.8% 726.9 547.9 32.7%
Amortisation, Depreciation and
Impairment losses of non-current
non-financial assets
(468.5) (499.2) (6.1%) (233.1) (244.5) (4.7%)
Amortisation (343.6) (375.1) (8.4%) (169.5) (187.5) (9.6%)
Depreciation (123.4) (122.5) 0.7% (62.3) (57.2) 9.0%
Impairment losses of non-current
non-financial assets
(1.5) (1.6) (3.5%) (1.2) 0.2 (604.2%)
Operating profit 929.7 554.0 67.8% 493.9 303.4 62.8%
Net financial result (135.5) (181.9) (25.5%) (43.7) (117.5) (62.8%)
Financial income 55.4 23.3 137.9% 32.0 15.4 108.0%
Financial costs (176.1) (197.3) (10.8%) (85.4) (102.7) (16.8%)
Foreign exchange profits/(losses) (14.8) (7.9) 88.4% 9.7 (30.2) N/A
Profit before Income tax 794.2 372.1 113.5% 450.2 185.8 142.2%
Income tax expenses (205.3) (96.1) 113.7% (103.1) (66.9) 54.2%
Net profit 588.9 276.0 113.4% 347.1 119.0 191.8%
Other comprehensive income/
(loss)
(21.8) (138.9) (84.3%) (29.8) (104.6) (71.5%)
Total comprehensive income for
the period
567.1 137.1 313.8% 317.3 14.4 2,104,5%

NET FINANCIAL RESULT

YoY net financial result fell faster in Q2 2024 than in H1 overall mainly due to a swing in foreign exchange differences from loss to profit between Q1 and Q2. This was mainly the result of a slight rebound in the strength of CZK against PLN in Q2 following several quarters of depreciation.

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

Amortisation, depreciation and impairment losses of non-current non-financial assets decreased by PLN 30.7 million, or 6.1% from PLN 499.2 million for H1 2023 to PLN 468.5 million for H1 2024, whereas for Q2 2024 amortisation, depreciation and impairment losses of non-current non-financial asset decreased

Net financial result improved by PLN 46.4 million, or 25.5%, from PLN 181.9 million for H1 2023 to PLN 135.5 million for H1 2024, whereas for Q2 2024 net financial result improved by PLN 73.9 million, or 62.8%, from PLN 117.5 million for Q2 2023 to PLN 43.7 million for Q2 2024. This H1 improvement resulted from higher financial income connected with interest earned on bank deposits due to the significantly higher average cash balances available versus the prior year and due to lower financial costs as a result of a decrease in both the benchmark rate WIBOR and financing margin following rapid reductions in the Group's leverage. Furthermore, the interest on borrowings was reduced by the financing "amend and extend" process in Q4 2023, which reduced the principal of borrowings by PLN 242.5 million. Income tax expenses increased by PLN 109.3 million, or 113.7%, from PLN 96.1 million for H1 2023 to PLN 205.3 million for H1 2024, whereas for Q2 2024 income tax expenses increased by PLN 36.2 million, or 54.2%, from PLN 66.9 million for Q2 2023 to PLN 103.1 million for Q2 2024. 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 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%. Effective 1 January 2024, the corporate income tax rate in the Czech Republic has been increased from 19% to 21%.

by PLN 11.4 million, or 4.7%, from PLN 244.5 million for Q2 2023 to PLN 233.1 million for Q2 2024. These decreases result mainly from lower balance of non-current assets, mainly due to impairment of intangible assets related to the Mall Segment recognized in Q4 2023.

PLN m (unaudited) H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
Current income tax
on profits
(195.3) (126.4) 54.5% (120.6) (76.0) 58.7%
Adjustments for current
tax of prior periods
(25.5) 13.3 (291.3%) (11.0) (0.7) 1,531.0%
(Increase)/Decrease
in net deferred tax
liability
15.4 17.0 (9.3%) 28.5 9.8 191.5%
Income tax expense (205.3) (96.1) 113.7% (103.1) (66.9) 54.2%

INCOME TAX EXPENSES

The effective tax rate for both periods ending 30 June 2024 and 30 June 2023 was 26%. The high effective tax rate resulted primarily from tax charges in relation to prior periods, as well as unrecognised deferred tax assets arising on the losses incurred by the Mall Segment.

perating, investing and financing activities for

2.2.5. REVIEW OF CASH FLOW PERFORMANCE

The following table summarises net cash flows from operating, investing and financing activities for H1 2024, H1 2023, Q2 2024 and Q2 2023.

Cash Flow
PLN m (unaudited)
H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
Net cash inflow/(outflow)
from operating activities
2,145.6 830.1 158.5% 1,011.8 572.6 76.7%
Profit before income tax 794.2 372.1 113.5% 450.2 185.8 142.2%
Income tax paid (179.9) (165.3) 8.9% (76.5) (107.6) (28.9%)
Amortisation and depreciation
and impairment of non-current
non-financial assets
468.5 499.2 (6.1%) 233.1 244.5 (4.7%)
Net interest expense 153.0 173.0 (11.5%) 75.2 87.9 (14.4%)
Changes in net working capital 834.8 (96.8) N/A 308.0 129.7 137.4%
Other operating cash flow items 75.1 47.9 56.6% 21.8 32.2 (32.2%)
Net cash inflow/(outflow)
from investing activities
(252.0) (249.7) 0.9% (126.8) (120.8) 4.9%
Capitalised development costs (187.7) (201.9) (7.1%) (100.2) (100.3) (0.1%)
of which Polish Operations (170.9) (163.5) 4.5% (92.4) (81.1) 14.0%
of which International Operations (16.8) (38.4) (56.2%) (7.8) (19.3) (59.5%)
Other capital expenditure (65.0) (52.8) 23.1% (26.9) (22.7) 18.5%
of which Polish Operations (56.6) (49.0) 15.4% (19.7) (20.6) (4.5%)
of which International Operations (8.4) (3.8) 123.1% (7.2) (2.1) 241.8%
Other investing cash flow 0.7 5.0 (86.4%) 0.3 2.2 (85.0%)
Net cash inflow/(outflow)
from financing activities
(294.1) (282.7) 4.0% (167.7) (122.6) 36.8%
Acquisition of treasury shares (20.1) (100.0%) 0.2 (100.0%)
Interest paid (241.0) (302.7) (20.4%) (120.0) (149.7) (19.8%)
Interest rate hedging instrument
settlements
46.4 131.5 (64.7%) 69.2 (100.0%)
Lease payments (91.5) (80.1) 14.2% (46.2) (40.9) 13.0%
Other financing cash flow (8.0) (11.4) (30.0%) (1.5) (1.3) 14.7%
Net increase/(decrease)
in cash and cash equivalents
1,599.5 297.8 437.2% 717.2 329.2 117.9%
Effect of movements in exchange
rates on cash held
(3.4) N/A 0.8 N/A

NET PROFIT

Net profit increased by PLN 312.9 million, or 113.4%, from PLN 276.0 million for H1 2023 to PLN 588.9 million for H1 2024, whereas for Q2 2024 net profit increased by PLN 228.1 million, or 191.8%, from PLN 119.0 million for Q2 2023 to PLN 347.1 million for Q2 2024 as a result of the factors described above.

OTHER COMPREHENSIVE INCOME/(LOSS)

Other comprehensive loss decreased by PLN 117.2 million, or PLN 84.3% from a PLN 138.9 million loss for H1 2023 to a PLN 21.8 million loss for H1 2024, whereas for Q2 2024 the loss decreased by PLN 74.8 million, or 71.5%, from a PLN 104.6 million loss for Q2 2023 to a PLN 29.8 million loss for Q2 2024. These losses in equity mainly result from reclassification of previously recognised fair value gains on cash flow hedges to income as those interest rate swap contracts were settled for cash receipts during H1 2024. The lower loss recorded for H1 2024 in comparison to the prior year period was however mainly due to fair value gains on the Group's remaining cash flow hedges of PLN 51.1 million, compared to a loss of PLN 24.7 million last year, and a swing of exchange differences on translation of foreign operations from a loss of PLN 31.6 million in H1 2023 to a gain of PLN 5.9 million in H1 2024.

Reconciliation of Adjusted net profit,

PLN m (unaudited) H1 2024 H1 2023 Change % Q2 2024 Q2 2023 Change %
Net profit 588.9 276.0 113.4% 347.1 119.0 191.8%
EBITDA adjustments 71.1 58.2 22.1% 36.2 32.6 11.1%
Tax impact of EBITDA
adjustments
(13.5) (11.1) 22.1% (6.9) (6.2) 11.1%
Impairment of non
financial assets
1.5 1.6 (3.5%) 1.9 (0.2) N/A
Impact of tax
proceedings
11.5 N/A 11.5 N/A
Adjusted net profit 659.5 324.8 103.1% 389.7 145.1 168.6%

TOTAL COMPREHENSIVE INCOME

Total comprehensive income increased by PLN 430.0 million, or 313.8%, from PLN 137.1 million for H1 2023 to PLN 567.1 million for H1 2024, whereas for Q2 2024 increased by PLN 302.9 million, or 2,104.5%, from PLN 14.4 million for Q2 2023 to PLN 317.3 million for Q2 2024 as a result of the factors discussed above.

NET CASH FROM OPERATING ACTIVITIES

Net cash from operating activities increased by PLN 1,315.5 million or 158.5% YoY for H1 2024 from PLN 830.1 million for H1 2023 to PLN 2,145.6 million for H1 2024, whereas for Q2 2024 increased by PLN 439.2 million, or 76.7%, from PLN 572.6 million for Q2 2023 to PLN 1,011.8 million for Q2 2024.

The change was partially a result of higher profit before income tax, which increased by PLN 422.1 million or 113.5% YoY for H1 2024 and increased by PLN 264.4 million or 142.3% YoY for Q2 2024, due to the factors described in earlier sections. The principal impact on the reported inflow for H1 2024 came from the Polish Operations where the introduction of an automatic merchant fee netting mechanism completed at the end of February 2024 and contributed to the significant decrease in trade receivables by PLN 544 million within the overall cash inflow from working capital. Moreover, net working capital inflow also improved as a result of extending the scope of sales of consumer loans through adding a new partner Banco Santander S.A, starting from Q2 2024. Despite the significant growth of the Group's consumerlending operations, translating to PLN 5.0 billion of loans originated in H1 2024 or +35.5% YoY, the Group recorded an inflow in working capital of PLN 88.8 million, comparing to an inflow of PLN 76.3 million in the comparable period. During H1 2024, PLN 3.9 billion of loans were sold to the financing partners. The YoY improvement in net working capital in H1 2024 was further driven by the positive changes from the Mall segment by the settlement of PLN 149.5 million of trade payables in Q1 2024 compared to the settlement of PLN 355.3 million of trade payables in Q1 2023, following the Q4 peak seasons. The fall in payments to settle trade payables was in turn the result of a conscious decision to reduce inventories in Q4 2023 compared to Q4 2022 as focus moved towards maintaining a narrower, but more profitable selection.

NET CASH USED IN INVESTING ACTIVITIES

Net cash used in investing activities increased by PLN 2.3 million or 0.9% YoY for H1 2024 from PLN 249.7 million for H1 2023 to PLN 252.0 million for H1 2024, whereas for Q2 2024 increased by PLN 6.0 million, or 4.9%, from PLN 120.8 million for Q2 2023 to PLN 126.8 million for Q2 2024.

The decrease in capitalised development costs is mainly connected with the decline in the allocation of development costs relative to maintenance works and lower investment in Mall's own platforms as it transitions to its new role as a merchant on the Allegro International marketplaces. This effect was partially offset by the growth of the technology cost base. The decrease is further driven by the investments in translations prior to the launch of Allegro.cz, and related increased development activities that occurred in H1 2023. The YoY increases in other capital expenditure in H1 2024 reflect the accelerating roll-out of Allegro's own parcel locker network in Poland as well as the ramp up of the APM project in Czech Republic in Q2 2024.

NET CASH USED IN FINANCING ACTIVITIES

Net cash outflow in financing activities increased by PLN 11.4 million or 4.0% YoY for H1 2024 from PLN 282.7 million for H1 2023 to PLN 294.1 million for H1 2024, whereas for Q2 2024 increased by PLN 44.4 million, or 36.8%, from PLN 122.6 million for Q2 2023 to PLN 167.7 million for Q2 2024.

This mainly reflects the interest paid on the Group's borrowings which amounted to PLN 241.0 million and decreased by PLN 61.7 million or 20.4% YoY for H1 2024. This is a result of a decrease in both the benchmark rate WIBOR and financing margin following rapid reductions in the Group's leverage. Furthermore, the interest paid on borrowings was reduced by the financing "amend and extend" process in Q4 2023 which reduced the principal amount of borrowings by PLN 242.5 million or 3.7%. In contrast, receipts from settlements of the in-themoney interest swap (hedging floating interest rate risk) were down by 64.7% YoY in H1 2024. This was partly caused by falling WIBOR interest rate from June 2023 and also by the postponement of Q2 2024 coupon payments by the banks in the amount of PLN 47.2 million, which was finally paid in early Q3 2024. Net cash used in financing activities in H1 2024 was improved due to execution of the 2024 share buyback programme under Allegro's employee incentive plan in Q4 2023, while the previous programme was executed in H1 2023.

2.2.6. INDEBTEDNESS

PLN m (unaudited) 30.06.2024 31.03.2024 31.12.2023
LTM Adjusted EBITDA Polish Operations 3,412.2 3,177.2 2,957.6
LTM Adjusted EBITDA International Operations (511.2) (459.0) (414.6)
LTM Intersegment eliminations (2.9) (2.8) (2.9)
Adjusted EBITDA LTM 2,898.0 2,715.4 2,540.1
Borrowings at amortised cost 6,064.7 6,066.0 6,067.5
Lease liabilities 586.4 599.1 617.6
Cash and cash equivalents (3,645.2) (2,927.1) (2,049.1)
Net Debt 3,005.9 3,738.0 4,635.9
Leverage 1.04 x 1.38 x 1.83 x
Equity 9,664.6 9,320.4 9,043.3
Net debt to Equity 31.1% 40.1% 51.3%

The Group's leverage continued to decline rapidly, by 0.79x during H1 2024, and dropped to 1.04x by the end of June 2024. The improvement was mainly driven by the increase in LTM Adjusted EBIT-DA in the Polish Operations, and by a significant increase in the cash balance driven mainly by the full implementation of automated merchants' fee netting mechanism that was completed in Q1 2024, contributing to a significant reduction in Net Debt.

Deleveraging was further supported by capex spend continuing at subdued levels similar to H1 of 2023. Moreover the cash balance improved as a result of participating in the certain financed consumer loans originated by Allegro Pay by the new partner Banco Santander S.A.

3. Important events

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

LAUNCH OF ALLEGRO.SK

Following the successful soft launch of the Slovak marketplace in February 2024, the Group has moved on to the hard launch of the platform on March 18th 2024, with a broad ATL (Above The Line, i.e. using mass media) marketing campaign. Launch of allegro. sk, an e-commerce platform fully tailored to the Slovak market, marked another step in the expansion of the platform and its partners in the region, after the successful start of allegro.cz in Czechia. By launching the allegro.sk platform, the Group has extended its marketplace target addressable market to nearly 55 million people. Since the launch of the platform in mid March the Group has been gradually building marketing investment, while further developing a playbook for future international launches. Allegro.sk's results are reported together with Allegro.cz. Together they represent the Allegro International Segment, which will expand further to include further marketplace launches in due course.

CONCLUSION OF THE PARTICIPATION AGREEMENT WITH BANCO SANTANDER

On 21 March 2024 the Group entered into a Participation Agreement with Banco Santander S.A related to the consumer loans originated by Allegro Pay. Under the Agreement, Banco Santander participates in the proposed financed consumer credits on a revolving basis up to a total amount of PLN 3 billion. The initial limit granted is PLN 1 billion. An additional PLN 2 billion is optional for Banco Santander. Based on the contractual arrangements Allegro Pay transfers the right to receive principal cash-flows of the selected portfolio of loans to the financing partner, whilstretaining the right to collect the interest arising on those cash-flows.

APPOINTMENT OF TWO NEW INDEPENDENT DIRECTORS

On June 26th 2024, the Annual General Meeting of the Company appointed Gary McGann and Laurence Bourdon-Tracol as independent directors of the Company for three years with effect from 26th June 2024. Gary McGann has chaired complex international listed companies and has profound experience as an executive and non-executive director. Laurence Bourdon-Tracol has extensive board

and governance experience, as an executive and non-executive director and her 25-year executive career spans multiple e-commerce marketplaces in consumer technology. Together with resignations of Darren Huston, Carla Nutselling and Pawel Padusinski becoming effective at the AGM, these new appointments result in the Board of Directors dropping from eleven to ten members. The composition of the Board is now 60% independent, reaching the Group's stated objective of majority independence more than two years ahead of schedule which foreseen the target of 1 September 2026.

LAUNCH OF ALLEGRO DELIVERY

In June 2024, Allegro launched the Allegro Delivery programme, which combines delivery offers from multiple logistics partners. One by Allegro and Orlen Paczka were the first partners who joined the programme. Under Allegro Delivery, all important issues related not only to the shopping process, but also to delivery, are handled by the customer and the seller in one place and with one partner – Allegro. The programme guarantees – during transport and delivery – full Allegro care of the consignment. Each delivery method offered in the programme is a guarantee for the customer of equal conditions of service, support of Customer Service and fast delivery.

Other events and transactions during the first six months of the financial year affecting the financial position and performance of the Group and their impact on the condensed financial 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: "Significant Changes in the Current Reporting Period", and Note 6: "Group Structure".

4. Recent trading

5. Expectations and targets for Q3 2024

The expectations and targets for Q3 2024 are set out below:

Polish Operations Q2'24E Q2'24 Actual Q3'2024E
GMV 10-11% YoY growth 11.6% YoY growth 10-11% YoY growth
Revenue 22-24% YoY growth 23.8% YoY growth 16-18% YoY growth
Adjusted EBITDA [1] 26-29% YoY growth 34.9% YoY growth 11-13% YoY growth
Capex [2] PLN 140-150m PLN 112.1m PLN 140-150m
International Operations [3] Q2'23E Q2'23 Actual Q3'2023E
GMV 3-6% YoY growth 3.2% YoY growth 3-6% YoY decline
Revenue 21-25% YoY decline 27.2% YoY decline 26-28% YoY decline
Adjusted EBITDA [1] PLN 130-150m loss PLN 145.2m loss PLN 150-160m loss
Capex [2] PLN 25-35m PLN 15.5m PLN 35-45m
Polish Operations Q2'24E Q2'24 Actual Q3'2024E
GMV 10-11% YoY growth 11.6% YoY growth 10-11% YoY growth
Revenue 22-24% YoY growth 23.8% YoY growth 16-18% YoY growth
Adjusted EBITDA [1] 26-29% YoY growth 34.9% YoY growth 11-13% YoY growth
Capex [2] PLN 140-150m PLN 112.1m PLN 140-150m
International Operations [3] Q2'23E Q2'23 Actual Q3'2023E
GMV
3-6% YoY growth 3.2% YoY growth 3-6% YoY decline
Revenue 21-25% YoY decline 27.2% YoY decline 26-28% YoY decline
Adjusted EBITDA [1] PLN 130-150m loss PLN 145.2m loss PLN 150-160m loss
Capex [2] PLN 25-35m PLN 15.5m PLN 35-45m
Group Consolidated Q2'23E Q2'23 Actual Q3'2023E
GMV 9-10% YoY growth 11.1% YoY growth 9-10% YoY growth
Revenue 11-14% YoY growth 12.5% YoY growth 8-10% YoY growth
Adjusted EBITDA [1] 22-27% YoY growth 31.5% YoY growth 5-8% YoY growth
Capex [2] PLN 165-185m PLN 127.6m PLN 175-195m

[1] Adjusted EBITDA defined as EBITDA before Group restructuring and development costs, stock-based compensation and other one-off items;

[2] Represents cash capex and does not include leased assets (which are presented in balance sheet); [3] All values including impact from FX rate changes.

POLISH OPERATIONS

Over the first two and a half months of the third quarter, the Allegro.pl marketplace has been trading at low double digit growth rates, slightly ahead of the levels seen in the previous quarter. However, the GMV result for the Polish Operations in total is facing a headwind of ca. 1 pp growth from its eBilet ticketing subsidiary, which results from windfall sales of tickets for the Taylor Swift and Dawid Podsiadlo concerts creating a tough Q3 2023 comparative. Remaining variability in the final GMV growth for the third quarter mainly depends on the timing of Autumn season sales between late September and early October.

Adjusted EBITDA growth for the third quarter is expected to slow significantly for two main reasons:

  • monetization increases at the beginning of Q3 2023 have now been lapped, with all major monetization changes for 2024 having already been made in Q1 of this year;
  • the Group continues to target additional spending on marketing, proprietary logistics services and team expansion.

INTERNATIONAL OPERATIONS

Over the summer months, the Mall segment has begun to significantly reduce SKU ranges to better performing items and prepare to focus solely on sales over the Allegro marketplaces in the coming quarters. This transformational pivot has resulted in significant sell-out sales and inventory reduction, together with lower sales margins. As a result, GMV continued to decline YoY, but with the pace slowing towards the thirty percent level during the summer. The YoY decline continues to reflect a headwind from the appreciation of the Polish Zloty, however softening to ~6% compared to ~12% the first half of 2024.

Current trading forthe Allegro International Segment (which includes the results of Allegro.cz and Allegro. sk) indicates mid – to high – single digit QoQ improvement in GMV as these marketplaces continue to add active buyers and repeat purchases, however at a slower pace during the summertime.

Combining the performance of these two segments the International Operations' GMV reported in PLN is expected to post a low to medium single digit decline YoY driven by the Mall Segment, while YoY growth of the Allegro International Segments in Q3 will be less pronounced with the comparable period of 2023 including full three months of Allegro.cz operations.

CONSOLIDATED GROUP

On a consolidated basis and including exchange rate headwinds, Consolidated GMV growth in July and August was running in the 9-10% range.

6.

Significant events after the end of the reporting period

No reportable events occurred between the balance sheet date and the date of this Report.

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 differ materially from those discussed in any expectations, projections or other forward-looking statements included throughout this Report.

Principalrisks and uncertainties have been identified 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 financial year ended 31 December 2023 ("2023 Annual Report"), which was approved by the Board of Directors on 12 March 2024 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 potential higher inflation, pressure on wages growth, deterioration in consumer sentiment and disposable income.
  • Risks and uncertainties arising from the ongoing war in Ukraine impacting stability in the region and potential wider effects of the conflict on the economy of Poland and CEE countries where the Group operates, including, but not limited to, disruption from sanctions on trade with Russia, potential further energy crisis in Europe, inflationary pressure and erosion of the disposable incomes of the Group's buyers 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 and execution of strategic medium term objectives as reflected in the next evolution of the Management's priority framework announced in March 2024 (growing Group's core marketplace, building new engines, expanding internationally and ensuring solid fundamentals) as well as Group's medium term aspirations with regards to growth, profitability and capital allocation.
  • 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 financial results.
  • 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 significant additional business, regulatory and legal risks, including, but not limited to execution and postmerger integration risks.
  • Specifically with regards to the Mall Group / WE|DO Acquisition, the Group identifies the following potential risks and uncertainties:
    • Risks to the Group's strategy to transform the acquired entities and improve their growth and financial 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 difficulties in creating a single culture within the Group, and/or in the creation of an efficient organisational structure managing across countries and functions.
    • Currency risk for the consolidated results and dividend inflows of the Group.
  • Ability to hire new and maintain existing staff.
  • 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, financial 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. 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.
  • 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 2023 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 satisfied 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 sufficient to adequately protect the Group from all legal or financial 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 sufficient cash to service its debt and sustain its operations

Since publication of the 2023 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 willrequire internal implementations were adopted by the relevant legislative bodies as well as several new relevant EU draft laws were published, which once adopted will impact Groups business and increase compliance costs. The following risks have been identified by the Group's Management:

Since 2023 Annual Report a number of Polish and EU laws that will impact Allegro operations and will require internal implementations were adopted including: regulation (EU) 2023/1542 on batteries and waste batteries, regulation (EU) 2022/2554 on digital operational resilience for the financial sector (DORA) (adopted), regulation (EU) 2023/988 on general product safety (GPSR) (adopted), directive (EU) 2024/825 on empowering consumers for the green transition through better protection against unfair practices and through better information (anti-greenwashing directive), regulation (EU) 2024/1781 establishing a framework for the setting of ecodesign requirements for sustainable products (ESPR), regulation (EU) 2023/2854 on harmonised rules on fair access to and use of data (data act) (adopted), directive (EU) 2024/1760 on corporate sustainability due diligence (CS3D) (adopted), regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence (AI Act) (adopted), directive

  • [1] Proposal for a Regulation of the European Parliament and of the Council establishing the Union Customs Code and the European Union Customs Authority, and repealing Regulation (EU) No 952/2013, COM(2023) 258 final, Proposal for a COUNCIL REGULATION amending Regulation (EEC) No 2658/87 as regards the introduction of a simplified tariff treatment for the distance sales of goods and Regulation (EC) No 1186/2009 as regards the elimination of the customs duty relief threshold, COM(2023) 259 final
  • [2] Proposal for a Directive of the European Parliament and of the Council on payment services and electronic money services in the Internal Market amending Directive 98/26/EC and repealing Directives 2015/2366/EU and 2009/110/ EC, COM/2023/366 final
  • [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 final
  • [4] Proposal for a Regulation of the European Parliament and of the Council on a framework for Financial Data Access and amending Regulations (EU) No 1093/2010, (EU) No 1094/2010, (EU) No 1095/2010 and (EU) 2022/2554, COM(2023) 360 final
  • [5] Proposal for a Regulation of the European Parliament and of the Council on the safety of toys and repealing Directive 2009/48/EC, COM/2023/462 final

(EU) 2024/1799 on common rules promoting the repair of goods (RIght to Repair) (adopted), packaging & packaging waste regulation (PPWR) (finalised), E-evidence directive and regulation (finalised), Polish act implementing EU single use plastic (SUP) directive, Polish act on deposit & return scheme. 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], toy safety regulation (TSR) [5], delegated and implementing acts on the Digital Services Act (DSA) and the Digital Markets Act (DMA) [6], adequacy decision regarding the Data Privacy Framework between the European Union and the United States [7], proposal for a Regulation that will improve cooperation between national data protection authorities when enforcing the General Data Protection Regulation (GDPR) [8], proposal for a directive on substantiation and communication of explicit environmental claims (Green Claims Directive) [9], waste framework directive [10] (WFD) regarding textiles and food, and several sectoral proposals on product labelling. The Platform Workers Directive, which may impact the group's courier business, has also been finalised at the EU level. With the new term of the European Commission to commence in the fall of 2024 a list of legislative proposals, which will be carried over to the new term, will be published.

  • The Polish government is in the process of implementing: DSA through amendment of the act on electronic communications, DMA and P2B regulations through a new act on ensuring enforcement of EU laws, as well as GPSR through a new act on product safety. All of the above acts are still in government works and have a high level of priority. Also, the long-awaited implementation of the CPC regulation has not been finalized and is expected to be filed to the government legislative system again later this year.
  • On top of the above the business community in Poland (incl. Business organizations where Allegro is a member) have been advocating for enforcement action of both the Polish government and EU authorities for better scrutiny of non-EU players and enforcing true level-playing field for ecommerce players in the EU.

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

  • [6] Proposal for a delegated regulation supplementing Regulation (EU) 2022/2065 of the European Parliament and Parliament and of the Council
  • [7] Commission implementing decision of 10.7.2023 pursuant to Regulation (EU) 2016/679 of the European Parliament C(2023) 4745 final
  • [8] 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 final
  • [9] 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 final,
  • [10] Proposal for a Directive of the European Parliament and of the Council amending Directive 2008/98/EC on waste COM/2023/420 final

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

8. Shareholders of Allegro.eu

As of 30 June 2024 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
Permira VI Investment
Platform Limited
233 678 572 22.10% 233 678 572 22.10%
Cidinan S.à r.l. 198 905 845 18.81% 198 905 845 18.81%
Free Float 624 320 436 59.09% 624 320 436 59.09%
Total 1 056 904 853 100.00% 1 056 904 853 100.00%

9. Related parties transactions

We are engaged in certain commercial and financial 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 2024, 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 the H1 2024, H1 2023, Q2 2024 and Q2 2023 is presented in the investing activities section of the interim condensed consolidated statement of cash flow as a separate line named: "Payments for property, plant & equipment and intangibles".

Total capital expenditure (252.7) (254.7) (127.1) (123.0)
Other capital expenditure (65.0) (52.8) (26.9) (22.7)
Capitalised development costs (187.7) (201.9) (100.2) (100.3)
PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
(65.0) (52.8) (26.9) (22.7)
(123.0)
(187.7)
(252.7)
(201.9)
(254.7)
(100.2)
(127.1)
Staff costs
IT service expenses
Other expenses
PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
Staff costs
– Capitalisation of development costs
(144.3) (144.2) (77.4) (73.5)
IT service expenses
– Capitalisation of development costs
(5.3) (8.7) (2.0) (4.4)
Other expenses
– Capitalisation of development costs
(46.5) (55.8) (25.2) (26.9)
Capitalised cost of Allegro Incentive Program 8.4 6.8 4.4 4.5
Capitalised development costs (187.7) (201.9) (100.2) (100.3)

the amount of capitalised development costs is a sum of capitalised staff 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 H1 2024, H1 2023, Q2 2024 and Q2 2023 respectively, are presented in the separate lines of the interim condensed consolidated statement of cash flow. However, the quarterly numbers are not disclosed, as there is no such obligation to do so.

whilst the Adjusted EBITDA LTM cannot be directly reconciled to the interim condensed consolidated financial 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 financial position as a part of current assets as well as current and non-current liabilities.

Represents Adjusted EBITDA divided by Revenue and other operating income. Please referto the calculation for H1 2024, H1 2023, Q2 2024 and Q2 2023 below.

PLN m (unaudited)
-- -------------------
Adjusted EBITDA
T- 4-1 nevenues and of the researchies in a suas

Represents Adjusted EBITDA divided by GMV. Please refer to the calculation for H1 2024, H1 2023, Q2 2024 and Q2 2023 below.

Represents retailrevenue minus cost of goods sold, divided by retailrevenue. Please referto the calculation for H1 2024, H1 2023, Q2 2024 and Q2 2023.

1P Gross Margin
Cost of goods sold
Retail revenue

Changes in working capital

Net debt and leverage Adjusted EBITDA/revenue and other operating income (%) for the Polish Operations

Adjusted EBITDA/GMV (%) for the Polish Operations

1P Gross Margin for the Polish Operations

PLN m (unaudited) 30.06.2024 31.03.2024 31.12.2023
LTM Adjusted EBITDA Polish Operations 3,412.2 3,177.2 2,957.6
LTM Adjusted EBITDA International Operations (511.2) (459.0) (414.6)
LTM Intersegment eliminations (2.9) (2.8) (2.9)
Adjusted EBITDA LTM 2,898.0 2,715.4 2,540.1
(+) Borrowings at amortised cost 6,064.7 6,066.0 6,067.5
Non-current liabilities 6,062.1 6,062.1 6,064.8
Current liabilities 2.6 3.9 2.7
(+) Lease liabilities 586.4 599.1 617.6
Non-current liabilities 443.8 456.3 474.5
Current liabilities 142.6 142.7 143.1
(-) Cash (3,645.2) (2,927.1) (2,049.1)
= Net Debt 3,005.9 3,738.0 4,635.9
Leverage (Net Debt / Adjusted EBITDA LTM) 1.04 x 1.38 x 1.83 x
PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
Adjusted EBITDA 1,728.5 1,273.9 908.3 673.3
Total revenue and other operating income 4,426.1 3,602.4 2,344.7 1,894.0
Adjusted EBITDA/Total revenue and
other operating income (%)
39.05% 35.36% 38.74% 35.55%
PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
Adjusted EBITDA 1,728.5 1,273.9 908.3 673.3
GMV 28,624.0 25,823.6 15,054.3 13,484.1
Adjusted EBITDA/GMV (%) 6.04% 4.93% 6.03% 4.99%
PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
Retail revenue 178.3 211.6 100.4 112.1
Cost of goods sold 167.6 204.2 97.5 111.4
1P Gross Margin 5.99% 3.52% 2.82% 0.58%

Represents Adjusted EBITDA divided by GMV. Please refer to the calculation for H1 2024, H1 2023, Q2 2024 and Q2 2023 below.

Represents Adjusted EBITDA divided by GMV. Please refer to the calculation for H1 2024, H1 2023, Q2 2024 and Q2 2023 below.

Represents retailrevenue minus cost of goods sold, divided by retailrevenue. Please referto the calculation for H1 2024, H1 2023, Q2 2024 and Q2 2023 below.

Represents retail revenue minus cost of goods sold, divided by retail revenue. Please refer to the calculation for H1 2024, H1 2023, Q2 2024 and Q2 2023 below.

Adjusted EBITDA/GMV (%) for the International Operations

Adjusted EBITDA/GMV (%) for the Mall Segment

1P Gross Margin for the International Operations

1P Gross Margin for the Mall Segment

Represents Adjusted EBITDA divided by Revenue. Please refer to the calculation for H1 2024, H1 2023, Q2 2024 and Q2 2023 below.

Represents Adjusted EBITDA divided by Revenue. Please refer to the calculation for H1 2024, H1 2023, Q2 2024 and Q2 2023 below.

Adjusted EBITDA/revenue (%) for the International Operations

Adjusted EBITDA/revenue (%) for the Mall Segment

PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
Adjusted EBITDA (115.7) (119.5) (57.6) (66.2)
Total revenue and other operating income 766.1 1,119.3 368.6 505.5
Adjusted EBITDA/Total revenue and
other operating income (%)
(15.10%) (10.68%) (15.63%) (13.09%)
PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
Adjusted EBITDA (259.2) (162.5) (145.0) (92.8)
Total revenue and other operating income 775.4 1,121.7 369.6 507.9
Adjusted EBITDA/Total revenue and
other operating income (%)
(33.42%) (14.49%) (39.23%) (18.27%)
PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
Adjusted EBITDA (115.7) (119.5) (57.6) (66.2)
GMV 936.7 1,492.2 443.7 692.3
Adjusted EBITDA/GMV (%) (12.35%) (8.01%) (12.99%) (9.56%)
PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
Adjusted EBITDA (259.2) (162.5) (145.0) (92.8)
GMV 1,502.3 1,542.9 767.0 743.0
Adjusted EBITDA/GMV (%) (17.25%) (10.53%) (18.90%) (12.49%)
PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
Retail revenue 666.0 1,037.6 318.1 469.3
Cost of goods sold 588.9 914.1 283.3 414.5
1P Gross Margin 11.58% 11.90% 10.94% 11.69%
PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
Retail revenue 666.0 1,037.6 317.4 469.3
Cost of goods sold 591.0 914.1 283.9 414.5
1P Gross Margin 11.27% 11.90% 10.55% 11.69%

Represents Adjusted EBITDA divided by GMV. Please refer to the calculation for H1 2024, H1 2023, Q2 2024 and Q2 2023 below.

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

Represents Adjusted EBITDA divided by Revenue. Please refer to the calculation for H1 2024, H1 2023, Q2 2024 and Q2 2023 below.

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

PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
Adjusted EBITDA (143.1) (43.0) (87.3) (26.7)
Total revenue and other operating income 58.3 3.2 29.9 3.2
Adjusted EBITDA/Total revenue and
other operating income (%)
(245.34%) (1,344.64%) (292.44%) (834.30%)
PLN m (unaudited) H1 2024 H1 2023 Q2 2024 Q2 2023
Adjusted EBITDA (143.1) (43.0) (87.3) (26.7)
GMV 619.7 56.7 355.3 56.7
Adjusted EBITDA/GMV (%) (23.09%) (75.79%) (24.58%) (47.03%)

The Group's summary consolidated statements of comprehensive income for the Polish Operations and the International Operations for H1 2024, H1 2023, Q2 2024 and Q2 2023, respectively.

Consolidated statement Polish Operations International Operations Eliminations Total
of comprehensive income
PLN m (unaudited)
H1 2024 H1 2023 Change % H1 2024 H1 2023 Change % H1 2024 H1 2023 Change % H1 2024 H1 2023 Change %
GMV 28,624.0 25,823.6 10.8% 1,502.3 1,542.9 (2.6%) (11.5) N/A 30,114.8 27,366.5 10.0%
of which 1P 215.2 252.2 (14.6%) 786.2 1,217.0 (35.4%) (11.5) N/A 990.0 1,469.2 (32.6%)
of which 3P 28,408.8 25,571.4 11.1% 716.1 325.8 119.8% N/A 29,124.9 25,897.3 12.5%
Total revenue and other operating
income
4,426.1 3,602.4 22.9% 775.4 1,121.7 (30.9%) (29.3) (5.2) 458.3% 5,172.3 4,718.9 9.6%
Revenue 4,370.9 3,602.4 21.3% 775.4 1,121.7 (30.9%) (29.3) (5.2) 458.3% 5,117.0 4,718.9 8.4%
Marketplace revenue 3,512.5 2,846.6 23.4% 53.2 39.0 36.3% N/A 3,565.7 2,885.6 23.6%
Price comparison revenue 104.1 102.3 1.8% N/A N/A 104.1 102.3 1.8%
Advertising revenue 478.1 373.8 27.9% 1.5 1.2 21.9% (1.1) N/A 478.4 375.0 27.6%
Retail revenue 178.3 211.6 (15.8%) 666.0 1,037.6 (35.8%) (11.7) (0.3) 3,927.5% 832.5 1,248.9 (33.3%)
Logistic Service Revenue 52.9 19.4 172.9% 50.7 33.9 49.4% N/A 103.6 53.3 94.3%
Other revenue 45.0 48.7 (7.5%) 4.1 9.9 (58.4%) (16.4) (5.0) 231.9% 32.7 53.7 (39.1%)
Other operating income 55.3 N/A N/A N/A 55.3 N/A
Operating expenses (2,754.8) (2,375.5) 16.0% (1,048.5) (1,295.4) (19.1%) 29.3 5.2 457.7% (3,774.0) (3,665.7) 3.0%
Payment charges (75.0) (67.1) 11.9% (7.9) (8.0) (1.5%) 0.1 (100.0%) (82.9) (75.0) 10.6%
Cost of goods sold (167.6) (204.2) (17.9%) (588.9) (914.1) (35.6%) 10.9 0.3 3,655.0% (745.6) (1,118.0) (33.3%)
Cost of delivery (1,259.9) (1,031.5) 22.1% (59.8) (29.8) 100.4% N/A (1,319.7) (1,061.3) 24.3%
Marketing service expenses (474.0) (396.9) 19.4% (171.2) (107.0) 60.0% N/A (645.1) (503.9) 28.0%
Staff costs (493.3) (403.2) 22.4% (132.3) (189.9) (30.4%) N/A (625.6) (593.0) 5.5%
IT service expenses (87.9) (78.2) 12.3% (26.0) (18.0) 44.6% 7.2 1.9 270.2% (106.6) (94.3) 13.1%
Other expenses (182.5) (166.3) 9.7% (58.2) (27.3) 113.5% 11.1 2.9 288.0% (229.5) (190.7) 20.4%
Net impairment losses on financial
and contract assets
(14.7) (28.2) (48.1%) (4.3) (1.3) 221.9% N/A (19.0) (29.6) (35.9%)
Operating profit before amortisation,
depreciation and impairment losses
of non-current non-financial assets
(EBITDA)
1,671.3 1,226.9 36.2% (273.0) (173.8) 57.1% N/A 1,398.2 1,053.2 32.8%
H1 2024 H1 2023 Change %
30,114.8 27,366.5 10.0%
990.0 1,469.2 (32.6%)
29,124.9 25,897.3 12.5%
5,172.3 4,718.9 9.6%
5,117.0 4,718.9 8.4%
3,565.7 2,885.6 23.6%
104.1 102.3 1.8%
478.4 375.0 27.6%
832.5 1,248.9 (33.3%)
103.6 53.3 94.3%
32.7 53.7 (39.1%)
55.3 N/A
(3,774.0) (3,665.7) 3.0%
(82.9) (75.0) 10.6%
(745.6) (1,118.0) (33.3%)
(1,319.7) (1,061.3) 24.3%
(645.1) (503.9) 28.0%
(625.6) (593.0) 5.5%
(106.6) (94.3) 13.1%
(229.5) (190.7) 20.4%
(19.0) (29.6) (35.9%)

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

Total
Q2 2024 Q2 2023 Change %
15,809.9 14,227.1 11.1%
483.1 687.1 (29.7%)
15,326.8 13,540.0 13.2%
2,696.9 2,397.7 12.5%
2,671.8 2,397.7 11.4%
1,894.3 1,521.0 24.5%
49.9 47.4 5.4%
248.3 192.0 29.3%
411.2 581.3 (29.3%)
60.6 26.5 128.6%
7.4 29.6 (75.0%)
25.1 N/A
(1,970.0) (1,849.8) 6.5%
(43.0) (39.0) 10.2%
(374.4) (525.6) (28.8%)
(709.8) (569 5) 24.6%
(357.5) (272.8) 31.1%
(304.0) (305.0) (0.3%)
(52.4) (46.8) 12.0%
(118.7) (76.3) 55.5%
(10.2) (14.8) (31.3%)
726.9 547.9 32.7%
Consolidated statement
of comprehensive income
PLN m (unaudited)
Polish Operations International Operations Eliminations Total
Q2 2024 Q2 2023 Change % Q2 2024 Q2 2023 Change % Q2 2024 Q2 2023 Change % Q2 2024 Q2 2023 Change %
GMV 15,054.3 13,484.1 11.6% 767.0 743.0 3.2% (11.5) N/A 15,809.9 14,227.1 11.1%
of which 1P 120.6 134.2 (10.1%) 374.0 552.9 (32.4%) (11.5) N/A 483.1 687.1 (29.7%)
of which 3P 14,933.7 13,349.9 11.9% 393.1 190.1 106.7% N/A 15,326.8 13,540.0 13.2%
Total revenue and other operating
income
2,344.7 1,894.0 23.8% 369.6 507.9 (27.2%) (17.4) (4.2) 315.2% 2,696.9 2,397.7 12.5%
Revenue 2,319.5 1,894.0 22.5% 369.6 507.9 (27.2%) (17.4) (4.2) 315.2% 2,671.8 2,397.7 11.4%
Marketplace revenue 1,871.6 1,499.5 24.8% 22.7 21.5 5.7% N/A 1,894.3 1,521.0 24.5%
Price comparison revenue 49.9 47.4 5.4% N/A N/A 49.9 47.4 5.4%
Advertising revenue 249.4 191.9 29.9% N/A (1.1) N/A 248.3 192.0 29.3%
Retail revenue 100.4 112.1 (10.5%) 318.1 469.3 (32.2%) (7.2) (0.2) 4,365.9% 411.2 581.3 (29.3%)
Logistic Service Revenue 32.4 10.4 212.2% 28.2 16.1 74.8% N/A 60.6 26.5 128.6%
Other revenue 15.8 32.7 (51.8%) 0.6 0.9 (31.4%) (9.0) (4.0) 124.3% 7.4 29.6 (75.0%)
Other operating income 25.1 N/A N/A N/A 25.1 N/A
Operating expenses (1,465.4) (1,240.4) 18.1% (521.8) (613.6) (15.0%) 17.2 4.2 311.7% (1,970.0) (1,849.8) 6.5%
Payment charges (38.6) (34.3) 12.3% (4.4) (4.7) (6.7%) 0.1 (100.0%) (43.0) (39.0) 10.2%
Cost of goods sold (97.5) (111.4) (12.5%) (283.3) (414.5) (31.7%) 6.4 0.3 2,298.1% (374.4) (525.6) (28.8%)
Cost of delivery (675.5) (542.7) 24.5% (34.3) (26.8) 27.9% N/A (709.8) (569.5) 24.6%
Marketing service expenses (265.3) (211.0) 25.8% (92.2) (61.9) 49.0% N/A (357.5) (272.8) 31.1%
Staff costs (247.0) (218.4) 13.1% (57.0) (86.6) (34.2%) N/A (304.0) (305.0) (0.3%)
IT service expenses (43.5) (39.9) 9.1% (12.9) (8.9) 45.1% 3.9 1.9 102.9% (52.4) (46.8) 12.0%
Other expenses (90.5) (69.1) 31.0% (35.1) (9.1) 285.0% 6.9 1.8 274.5% (118.7) (76.3) 55.5%
Net impairment losses on financial and
contract assets
(7.5) (13.8) (45.4%) (2.7) (1.1) 143.9% N/A (10.2) (14.8) (31.3%)
Operating profit before amortisation,
depreciation and impairment losses
of non-current non-financial assets
(EBITDA)
879.3 653.5 34.5% (152.2) (105.7) 44.0% (0.1) N/A 726.9 547.9 32.7%
Appendix 3.1 Polish Operations after reclassification
(as reported)
Including reclassifications of: before reclassification
(pro-forma)
as reported before
reclassification
Consolidated statement of comprehensive income
PLN m (unaudited)
H1 2024 Logistics
services
Allegro Pay
Merchant fee
Loan fair value H1 2024 Change % Change %
GMV 28,624.0 28,624.0 10.8% 10.8%
of which 1P 215.2 215.2 (14.6%) (14.6%)
of which 3P 28,408.8 28,408.8 11.1% 11.1%
Total revenue and other operating income 4,426.1 9.5 4,116.7 22.9% 22.6%
Revenue 4,370.9 9.5 (55.3) 4,416.7 21.3% 22.6%
Marketplace revenue [1] 3,512.5 13.4 3,499.1 23.4% 22.9%
Price comparison revenue 104.1 104.1 1.8% 1.8%
Advertising revenue 478.1 478.1 27.9% 27.9%
Retail revenue 178.3 178.3 (15.8%) (15.8%)
Logistic Service Revenue [2] 52.9 9.5 43.4 172.9% 123.8%
Other revenue [1] [3] 45.0 (13.4) (55.3) 113.7 (7.5%) 133.5%
Other operating income [3] 55.3 55.3 N/A N/A
Operating expenses (2,754.8) (9.5) (2,745.4) 16.0% 15.6%
Payment charges (75.0) (75.0) 11.9% 11.9%
Cost of goods sold (167.6) (167.6) (17.9%) (17.9%)
Cost of delivery [2] [4] (1,259.9) (12.5) (1,247.4) 22.1% 20.9%
Marketing service expenses [4] (474.0) 3.0 (477.0) 19.4% 20.2%
Staff costs (493.3) (493.3) 22.4% 22.4%
IT service expenses (87.9) (87.9) 12.3% 12.3%
Other expenses (182.5) (182.5) 9.7% 9.7%
Net impairment losses on financial and contract assets (14.7) (14.7) (48.1%) (48.1%)
Operating profit before amortisation, depreciation and impairment losses of non-current non-financial assets
(EBITDA)
1,671.3 1,671.3 36.20% 36.20%
Take Rate % 12.36% 0.05% 12.32%

Appendix 3. Summary of reclassifications and presentation adjustments impacting YoY or QoQ dynamics of key revenue or cost lines in H1 2024

[1] Marketplace revenue includes now merchant fees for Allegro Pay financed sales, reclassified from "Other revenue" cumulatively for H1 2024 in Q2 2024. The adjustment of PLN 13.4m was booked in Q2 2024, of which PLN 6.3m related to Q1 and PLN 7.1m to Q2 2024.

[2] Logistic service revenues previously netted in costs of delivery, of which PLN 4.5 m related to Q1 and PLN 5.0m related to Q2 2024. From Q2 logistic service revenues are reported gross where Allegro acts as principal, with a corresponding increase in cost of delivery.

[3] Other Operating Income reflects results from fair value valuation and sales of consumer loans portfolios originated by Allegro Pay to the Group's financing partners, which reached the materiality threshold to be presented separately in Q4 2023, previously presented within Other Revenue.

[4] Partial reclassification of PLN 3.0m of trial Smart! delivery costs, previously included in Marketing costs, under the principal model moved to Cost of delivery (of which PLN 1.1m related to Q1 and PLN 1.9m related to Q2 2024).

Consolidated statement after
reclassification
(as reported)
including
reclassification
of:
before
reclassification
(pro-forma)
as reported before
reclassification
full correction booked in Q2 (as reported) correction allocated between Q1 & Q2 after corrections allocation (pro-forma)
of comprehensive income
PLN m (unaudited)
H1 2024 H1 2024 Change % Change % Q1 2024 Q2 2024 H1 2024 Q1 2024 Q2 2024 H1 2024 Q1 2024 Q2 2024 H1 2024
GMV 936.7 936.7 (37.2%) (37.2%) 493.0 443.7 936.7 3.6 (3.6) 489.4 447.3 936.7
of which 1P 786.2 786.2 (35.4%) (35.4%) 412.3 374.0 786.2 412.3 374.0 786.3
of which 3P [3] 150.4 150.4 (45.3%) (45.3%) 80.7 69.7 150.4 3.6 (3.6) 77.1 73.3 150.4
Total revenue and other operating
income
766.1 766.1 (31.6%) (31.6%) 397.5 368.6 766.1 397.5 368.6 766.1
Revenue 766.1 766.1 (31.6%) (31.6%) 397.5 368.6 766.1 397.5 368.6 766.1
Marketplace revenue [1][3] 17.0 (0.6) 17.6 (53.2%) (51.5%) 11.6 5.4 17.0 3.4 (3.4) 8.1 8.8 17.0
Advertising revenue 2.4 2.4 117.4% 117.4% 2.2 0.2 2.4 2.2 0.2 2.4
Retail revenue [1][3] 666.0 666.0 (35.8%) (35.8%) 348.6 317.4 666.0 (3.0) 3.0 351.6 314.4 666.0
Logistic Service Revenue [1] 54.7 0.6 54.1 61.3% 59.6% 25.9 28.8 54.7 (0.4) 0.4 26.3 28.4 54.7
Other revenue 26.1 26.1 149.0% 149.0% 9.2 16.9 26.1 9.2 16.9 26.1
Other operating income N/A N/A
Operating expenses (901.4) (901.4) (27.3%) (27.2%) (459.6) (441.7) (901.4) (459.6) (441.7) (901.4)
Payment charges (4.3) (4.3) (44.0%) (44.0%) (2.4) (1.9) (4.3) (2.4) (1.9) (4.3)
Cost of goods sold (591.0) (591.0) (35.4%) (35.4%) (307.0) (283.9) (591.0) (307.0) (283.9) (590.9)
Cost of delivery (47.4) (47.4) 58.7% 58.7% (23.9) (23.4) (47.4) (23.9) (23.4) (47.4)
Marketing service expenses (56.5) (56.5) (37.0%) (37.0%) (29.0) (27.5) (56.5) (29.0) (27.5) (56.5)
Staff costs [2] (121.5) 14.2 (135.7) (22.6%) (13.5%) (64.4) (57.0) (121.5) (6.7) 6.7 (57.7) (63.7) (121.5)
IT service expenses (19.9) (19.9) 23.4% 23.4% (10.2) (9.7) (19.9) (10.2) (9.7) (19.9)
Other expenses [2] (57.2) (14.2) (43.0) 144.9% 83.8% (21.2) (36.0) (57.2) 6.7 (6.7) (27.9) (29.3) (57.2)
Net impairment losses on financial
and contract assets
(3.7) (3.7) 181.3% 181.3% (1.5) (2.2) (3.7) (1.5) (2.2) (3.7)
Operating profit before amortisation,
depreciation and impairment losses
of non-current non-financial assets
(EBITDA)
(135.3) (135.3) 13.0% 13.0% (62.2) (73.1) (135.3) (62.2) (73.1) (135.3)
Take Rate % 11.27% (0.40%) 11.67% 14.31% 7.75% 11.27% 10.57% 12.01% 11.27%

Appendix 3.2 Mall Segment

[1] Change of recognition of revenue from Marketplace Revenue to Logistic Service Revenue in H1 2024 – related to recharge of costs related to returns to Merchants.

[2] Change of recognition of contractors and agency workers from Staff costs to Other expenses.

[3] Correction of omitted elimination of CZC GMV and sales via the Mall legacy marketplace in Q1 (impact on Q1 and Q2, but neutral for H1).

Consolidated statement after
reclassification
(as reported)
including
reclassification
of:
before
reclassification
(pro-forma)
as reported before
reclassification
full correction booked in Q2 (as reported)
correction allocated between Q1 & Q2
after corrections allocation (pro-forma)
of comprehensive income
PLN m (unaudited)
H1 2024 H1 2024 Change % Change % Q1 2024 Q2 2024 H1 2024 Q1 2024 Q2 2024 H1 2024 Q1 2024 Q2 2024 H1 2024
GMV 619.7 619.7 993.2% 993.2% 264.4 355.3 619.7 264.4 355.3 619.7
of which 1P N/A N/A
of which 3P 619.7 619.7 993.2% 993.2% 264.4 355.3 619.7 264.4 355.3 619.7
Total revenue and other operating
income
58.3 1.0 57.3 1,725.4% 1,691.8% 28.5 29.9 58.3 3.4 (3.4) 25.1 33.3 58.3
Revenue 58.3 1.0 57.3 1,725.4% 1,691.8% 28.5 29.9 58.3 3.4 (3.4) 25.1 33.3 58.3
Marketplace revenue [1] 39.0 39.0 1,161.9% 1,158.1% 19.9 19.1 39.0 3.8 (3.8) 16.1 22.9 39.0
Advertising revenue 7.5 7.5 6,920.7% 6,920.7% 3.0 4.5 7.5 3.0 4.5 7.5
Retail revenue N/A N/A
Logistic Service Revenue [2] 11.9 1.0 10.9 N/A N/A 5.5 6.3 11.9 (0.4) 0.4 5.9 5.9 11.9
Other revenue N/A N/A
Operating expenses (195.7) (1.0) (194.7) 241.9% 240.5% (86.8) (108.9) (195.7) (3.4) 3.4 (83.4) (112.3) (195.7)
Payment charges (3.6) (3.6) 812.2% 812.2% (1.1) (2.5) (3.6) (1.1) (2.5) (3.6)
Cost of goods sold N/A N/A
Cost of delivery [2][3] (28.0) (8.2) (19.8) N/A N/A (7.9) (20.1) (28.0) 4.1 (4.1) (12.0) (16.0) (28.0)
Marketing service expenses [3] (127.3) 7.2 (134.5) 633.7% 673.1% (56.6) (70.7) (127.3) (7.5) 7.5 (49.1) (78.2) (127.3)
Staff costs (13.2) (13.2) (60.0%) (60.0%) (12.6) (0.5) (13.2) (12.6) (0.5) (13.2)
IT service expenses (6.1) (6.1) 232.9% 232.9% (2.9) (3.2) (6.1) (2.9) (3.2) (6.1)
Other expenses (17.0) (17.0) 259.8% 259.8% (5.5) (11.5) (17.0) (5.5) (11.5) (17.0)
Net impairment losses on financial
and contract assets
(0.6) (0.6) 3,204.3% 3,204.3% (0.1) (0.5) (0.6) (0.1) (0.5) (0.6)
Operating profit before amortisation,
depreciation and impairment losses
of non-current non-financial assets
(EBITDA)
(137.4) (137.4) 154.2% 154.4% (58.3) (79.0) (137.4) (58.3) (79.0) (137.4)
Take Rate % 6.29% 0.00% 6.29% 7.53% 5.37% 6.29% 6.10% 6.43% 6.29%

Appendix 3.3 Allegro International Segment

[1] Retrospective presentation adjustment of PLN 3.8 million which was booked in Q2, but related to Q1 2024: partial reclassification of trial Smart! delivery costs previously included in Marketing service expenses which now decrease Marketplace revenue.

[2] Logistic Service revenue previously in Net costs of delivery, of which PLN 0.4 m related to Q1 and PLN 0.6m related to Q2 2024. From Q2 2024, Logistic Service revenue is reported gross where Allegro acts as principal, with a corresponding increase in Cost of delivery.

[3] Partial reclassification of PLN 7.2m of trial Smart! delivery costs previously included in Marketing service expenses, under the principal model moved to Cost of delivery (of which PLN 3.7m related to Q1 and PLN 3.5m related to Q2 2024).

III.

FINANCIAL STATEMENTS

ALLEGRO.EU S.A. GROUP INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS for the six month period ended 30 June 2024

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 confirms that, to the best of its knowledge:

These H1 2024 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, financial position and profit 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:

Gary McGann 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

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

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. 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 2024, which comprise the interim

Report on Review of Interim Condensed Consolidated Financial Statements material misstatement, whether due to fraud or error.

applying analytical procedures, and evaluates the evidence obtained.

To the Board of Directors of Allegro.eu S.A. Responsibility of the "Réviseur d'entreprises agréé"

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

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

Page number to be inserted

Conclusion

A review of interim condensed consolidated financial statements in accordance with ISRE 2410 is a limited assurance engagement. The "Réviseur d'entreprises agréé" performs procedures, primarily consisting of making inquiries of management and others within the Company, as appropriate, and Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256) R.C.S. Luxembourg B 65 477 - TVA LU25482518

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 2024, 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. 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.

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.

Board of Directors' responsibility for the interim condensed consolidated financial statements A review of interim condensed consolidated financial statements in accordance with ISRE 2410 is a limited assurance engagement. The "Réviseur d'entreprises agréé" performs procedures, primarily

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. 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.

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.

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

PricewaterhouseCoopers, Société coopérative Luxembourg, 18 September 2024 Represented by PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg

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

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 2024, 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 interim condensed consolidated financial statements in accordance with ISRE 2410 is a limited assurance engagement. The "Réviseur d'entreprises agréé" performs procedures, primarily consisting of making inquiries of management and others within the Company, as appropriate, and applying analytical procedures, and evaluates the evidence obtained.

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 FINANCIAL STATEMENTS

Interim Condensed Consolidated Statement of comprehensive income

Note 6 months
ended
30.06.2024
6 months
ended
30.06.2023
3 months
ended
30.06.2024
3 months
ended
30.06.2023
Total revenue and other operating
income
5,172,250 4,718,871 2,696,920 2,397,708
Revenue 9 5,116,983 4,718,871 2,671,797 2,397,708
Other operating income 14 55,267 25,123
Operating expenses (3,774,009) (3,665,718) (1,969,979) (1,849,839)
Payment charges (82,940) (75,011) (42,951) (38,965)
Cost of goods sold (745,563) (1,118,007) (374,407) (525,647)
Cost of delivery 2 (1,319,671) (1,061,264) (709,802) (569,486)
Marketing service expenses (645,128) (503,853) (357,496) (272,787)
Staff costs net (625,570) (593,039) (303,964) (304,954)
Staff costs gross (769,872) (737,207) (381,328) (378,463)
Capitalisation of development costs 144,302 144,168 77,365 73,509
IT service expenses (106,650) (94,268) (52,423) (46,802)
IT service expenses gross (111,990) (103,006) (54,463) (51,210)
Capitalisation of development costs 5,340 8,738 2,040 4,408
Other expenses net (229,524) (190,700) (118,731) (76,348)
Other expenses gross (276,024) (246,478) (143,941) (103,273)
Capitalisation of development costs 46,500 55,778 25,210 26,925
Net impairment losses on financial
and contract assets
(18,963) (29,576) (10,205) (14,850)
Operating profit before amortisation,
depreciation and impairment losses
of non‑current non‑financial assets
1,398,241 1,053,153 726,941 547,869
Amortisation, Depreciation and
Impairment losses of non‑current
non‑financial assets
(468,505) (499,189) (233,074) (244,482)
Amortisation (343,576) (375,051) (169,546) (187,539)
Depreciation (123,394) (122,546) (62,307) (57,185)
Impairment losses of non-current
non‑financial assets
(1,535) (1,592) (1,221) 242
Note 6 months
ended
30.06.2024
6 months
ended
30.06.2023
3 months
ended
30.06.2024
3 months
ended
30.06.2023
Operating profit 929,736 553,964 493,867 303,387
Net Financial costs (135,527) (181,883) (43,690) (117,544)
Financial income 55,379 23,282 31,956 15,361
Financial costs (190,906) (205,165) (75,646) (132,905)
Profit before income tax 794,209 372,081 450,177 185,843
Income tax expenses 11 (205,335) (96,081) (103,123) (66,889)
Net Profit 588,874 276,000 347,054 118,954
Other comprehensive income/(loss)
– Items that may be reclassified
to profit or loss
(21,772) (138,941) (29,753) (104,561)
Gain/(loss) on cash flow hedging 51,126 (24,674) 13,447 (14,036)
Cash flow hedge – Reclassification from
OCI to profit or loss
(92,630) (115,392) (45,765) (57,405)
Deferred tax relating to these items 13,864 32,731 8,657 15,357
Exchange differences on translation
of foreign operations
5,868 (31,606) (6,092) (48,477)
Total comprehensive income
for the period
567,102 137,059 317,301 14,393
Net profit for the period is
attributable to:
588,874 276,000 347,054 118,954
Shareholders of the Parent Company 588,874 276,000 347,054 118,954
Total comprehensive income
for the period is attributable to:
567,102 137,059 317,301 14,393
Shareholders of the Parent Company 567,102 137,059 317,301 14,393
Earnings per share for profit attributable
to the ordinary equity holders
of the company (in PLN)
12
Basic 0.56 0.26 0.33 0.11
6 months
ended
6 months
ended
3 months
ended
3 months
ended
Note 30.06.2024 30.06.2023 30.06.2024 30.06.2023
Operating profit 929,736 553,964 493,867 303,387
Net Financial costs (135,527) (181,883) (43,690) (117,544)
Financial income 55,379 23,282 31,956 15,361
Financial costs (190,906) (205,165) (75,646) (132,905)
Profit before income tax 794,209 372,081 450,177 185,843
Income tax expenses 11 (205,335) (96,081) (103,123) (66,889)
Net Profit 588,874 276,000 347,054 118,954
Other comprehensive income/(loss)
– Items that may be reclassified
to profit or loss
(21,772) (138,941) (29,753) (104,561)
Gain/(loss) on cash flow hedging 51,126 (24,674) 13,447 (14,036)
Cash flow hedge – Reclassification from
OCI to profit or loss
(92,630) (115,392) (45,765) (57,405)
Deferred tax relating to these items 13,864 32,731 8,657 15,357
Exchange differences on translation
of foreign operations
5,868 (31,606) (6,092) (48,477)
Total comprehensive income
for the period
567,102 137,059 317,301 14,393
Net profit for the period is
attributable to:
588,874 276,000 347,054 118,954
Shareholders of the Parent Company 588,874 276,000 347,054 118,954
Total comprehensive income
for the period is attributable to:
567,102 137,059 317,301 14,393
Shareholders of the Parent Company 567,102 137,059 317,301 14,393
Earnings per share for profit attributable
to the ordinary equity holders
of the company (in PLN)
12
Basic 0.56 0.26 0.33 0.11
Diluted 0.56 0.26 0.33 0.11

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

Note 30.06.2024 31.12.2023
10.569 10.569
8,308,420 8,298,479
67,091 61,223
24,594 52,234
3.964 3,964
5 106,114 127,357
5 (4,059) (69,499)
558,999 274,941
588,874 284,058
9,664,566 9,043,326
9,664,566 9,043,326

Interim Condensed Consolidated Statement of financial position

Non‑current assets Note 30.06.2024 31.12.2023
Goodwill 8,816,140 8,816,140
Other intangible assets 4,436,128 4,572,968
Property, plant and equipment 1,056,106 1,087,159
Derivative financial assets 5 33,500
Other receivables 6,049 3,041
Prepayments 1,307
Deferred tax assets 28,237 33,457
Investments 364 364
Restricted cash 11,251 11,708
Total non‑current assets 14,389,082 14,524,837
Inventory
255,649
Trade and other receivables
13
371,663
Prepayments
85,321
Consumer Loans at fair value
14
314,470
Other financial assets
5,508
Derivative financial assets
284
Income tax receivables
7,183
Cash and cash equivalents
15
3,645,219
Restricted cash
4,300
Total current assets
4,689,597
31.12.2023
300,154
1,078,342
69,588
403,261
6,629
89,191
9,300
2,049,122
8,379
4,013,966
TOTAL ASSETS
19,078,679
18,538,803

ASSETS

Equity Note 30.06.2024 31.12.2023 Share capital 10,569 10,569 Capital reserve 8,308,420 8,298,479 Exchange differences on translating foreign operations 67,091 61,223 Cash flow hedge reserve 24,594 52,234 Actuarial gain 3,964 3,964 Other reserves 5 106,114 127,357 Treasury shares 5 (4,059) (69,499) Retained earnings 558,999 274,941 Net result 588,874 284,058 Equity allocated to shareholders of the Parent 9,664,566 9,043,326 Total equity 9,664,566 9,043,326

Current liabilities Note 30.06.2024 31.12.2023
Borrowings 2,606 2,702
Lease liabilities 142,556 143,086
Derivative financial liabilities 5 1,296
Income tax liability 86,788 45,801
Trade and other liabilities 16 1,890,046 1,906,698
Liabilities to employees 143,090 169,802
Total current liabilities 2,266,382 2,268,089
TOTAL EQUITY AND LIABILITIES 19,078,679 18,538,803
Note 30.06.2024 31.12.2023
6,062,105 6,064,785
443,846 474,496
544
634,561 669,466
4,938 4,938
5 1,737 13,703
7,147,731 7,227,388

EQUITY AND LIABILITIES

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

Interim Condensed Consolidated Statement of changes in equity

Share
Capital
Capital
reserve
Exchange
differences on
translating for
eign operations
Cash flow
hedge reserve
Actuarial
gain/(loss)
Other
reserves
Treasury
Shares
Retained
earnings
Net
result
Equity allocated
to shareholders
of the Parent
Total
As at 01.01.2024 10,569 8,298,479 61,223 52,234 3,964 127,357 (69,499) 274,941 284,058 9,043,326 9,043,326
Profit/(loss) for the period 588,874 588,874 588,874
Other comprehensive income 5,868 (27,640) (21,772) (21,772)
Total comprehensive income for the period 5,868 (27,640) 588,874 567,102 567,102
Transfer of profit/(loss) from previous years 284,058 (284,058)
Allegro Incentive Plan – release of treasury shares (see note 5) (65,440) 65,440
Allegro Incentive Plan – accured (see note 5) 54,138 54,138 54,138
Allegro Incentive Plan – vested shares (see note 5) 75,381 (75,381)
Transactions with owners in their capacity as owners 9,941 (21,243) 65,440 284,058 (284,058) 54,138 54,138
As at 30.06.2024 10,569 8,308,420 67,091 24,594 3,964 106,114 (4,059) 558,999 588,874 9,664,566 9,664,566
Equity allocated
Total to shareholders
of the Parent
Net
result
Share
Capital
Capital
reserve
Exchange
differences on
translating for
eign operations
Cash flow
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
Profit/(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 profit from previous years (1,916,796) 1,916,796
Acquisition of treasury shares (20,056) (20,056) (20,056)
Allegro Incentive Shares – release of treasury shares (19,335) 19,335
Allegro Incentive Plan – accured 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

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 flows from operating activities Note 6 months ended
30.06.2024
6 months ended
30.06.2023
Profit before income tax 794,209 372,081
Amortisation, Depreciation and Impairment losses
of non‑current non‑financial assets
468,505 499,189
Net interest expense 10 152,995 172,956
Interest on leases 13,561 14,803
Non-cash employee benefits expense
– share based payments
45,960 32,538
Revolving facility availability fee 3,708 3,414
Net (gain)/loss from exchange differences 10 13,232 (6,089)
Net (gain)/loss on measurement of financial instruments 1,573
Net (gain)/loss on sale of non-current assets (363) 1,689
(Increase)/Decrease in trade and other receivables
and prepayments
737,484 185,280
(Increase)/Decrease in inventories 40,405 98,717
Increase/(Decrease) in trade and other liabilities (5,202) (455,596)
(Increase)/Decrease in consumer loans 88,792 76,334
Increase/(Decrease) in liabilities to employees (26,693) (1,497)
Other (1,039)
Cash flows from operating activities 2,325,554 995,392
Income tax paid (179,945) (165,271)
Net cash inflow/(outflow) from operating activities 2,145,609 830,121

Cash flows from investing activities Note

Cash flows from investing activities 6 months ended
30.06.2024
6 months ended
30.06.2023
Payments for property, plant & equipment and intangibles (252,693) (254,653)
Inflows from asset disposals 680 4,987
Net cash inflow/(outflow) from investing activities (252,013) (249,666)

Cash flows from financing activities Note

6 months ended
30.06.2024
6 months ended
30.06.2023
Acquisition of treasury shares (20,056)
Interest paid (241,011) (302,674)
Interest rate hedging instrument settlements 46,384 131,536
Lease payments (91,475) (80,100)
Revolving facility availability fee payments (2,101) (2,931)
Arrangement fee paid (5,150) (8,500)
Other (728) 30

Net cash inflow/(outflow) from financing activities (294,081) (282,695)

Note 6 months ended
30.06.2024
6 months ended
30.06.2023
1,599,515 297,760
2,049,122 877,559
(3,418)
3,645,219 1,175,319

The above interim condensed consolidated statement of cash flows 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 unspecified 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 office 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, Slovenia, Hungary and Croatia. The Group's most significant operating entities in Poland 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'). In the Czech Republic the Group operates mainly through Allegro Retail a.s. ('Allegro Retail'), and in Slovenia through Mimovrste 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;
  • retail sale via the Internet;
  • advertising;
  • online price comparison services;
  • online tickets distribution;
  • consumer lending to marketplace buyers;
  • software and solutions for delivery logistics;
  • logistic services;
  • other information technology and computer service activities;
  • computer facilities management activities;
  • software-related activities

These Interim Condensed Consolidated Financial Statements were prepared for the six month period ended 30 June 2024, together with comparative amounts for the corresponding period of 2023 and have been a subject to auditor's review, except the information prepared for the three month periods ended 30 June 2024 and 30 June 2023 that were disclosed by the Group voluntarily.

These Interim Condensed Consolidated Financial Statements for the six month period ended 30 June 2024 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 2024.

These Interim Condensed Consolidated Financial Statements were prepared on the historical cost basis except for certain financial 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 financial statements, and thus should be read in conjunction with the Consolidated Financial Statements of Allegro. eu S.A. Group forthe year ended 31 December 2023. 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 effective after 1 January 2024 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 2024 in comparison to the Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023 except forthe change in the name of costs of delivery made in the statement of comprehensive income described below.

Considering the scale-up of Allegro Logistic operations, which consequently increases the proportion of deliveries where Allegro acts under the principal model (either through its own logistics network or through third-party delivery services where the Group assumes responsibility forfulfilling the delivery), the Group has changed the name of 'net cost of delivery line' in the statement of comprehensive income to 'cost of delivery.'

'Cost of delivery' reflects the combination of the excess of delivery costs overthe SMART subscription fees accounted for under the agent model, together with the logistics costs incurred from the Group's own delivery methods. In both periods, at least 80% of 'Cost of delivery' can be attributed to the agent model.

Except forthe information with relation to share and per share amounts and unless otherwise stated, these Consolidated Financial Statements have been prepared in PLN thousand, and all amounts are stated in PLN thousand.

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 effect as of 1 January 2024 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 verified and are based on historical experience and other factors, 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 2023 that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

No significant changes in accounting estimates and financial risk management have been identified.

CONTINGENT LIABILITIES

Contingent liabilities are not recognised in the consolidated statement of financial position but information about them is disclosed in notes. All the Group's existing contingent liabilities were disclosed in note 32 of the Annual Consolidated Financial Statements for the year 2023. In the six month period ended 30 June 2024 there were no changes in the status of proceedings.

3.

Summary of changes in significant accounting policies

4.

Information on material accounting estimates

As a result there was no provision recognised during the reporting period, as the assessment of the potential outflow embodying the economic benefits remained not probable.

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 specific goodwill impairment tests were performed on the carrying values of the Group's assets as at 30 June 2024. 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.

CLIMATE RISKS

During the six month period ended 30 June 2024 there were no significant events that might have changed the Group assessment related to climate matters, hence no impact on these Interim Condensed Consolidated Financial Statements.

New standard or amendment Issued on Effective for annual
periods beginning
on or after
Group's assessment
of the regulation
Amendments to IFRS 16
– Lease liability in sale and leaseback
28 November 2022 1 January 2024 No impact
Amendments to IAS 1
– Classification of Liabilities as Current
or Non-current and Non-current liabilities
with covenants
15 July 2020 1 January 2024 No impact
Amendments to IAS 7 and IFRS 7
– Supplier Finance Arrangements
25 May 2023 1 January 2024 No impact

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

I. On 21 March 2024 the Group entered into a Participation Agreement with Banco Santander S.A related to the consumer loans originated by Allegro Pay. Underthe Agreement, Banco Santander may participate in part of the cash flows from financed consumer loans, on a revolving basis with the initial limit amounting to PLN 1,000,000. Based on the contractual arrangements Allegro Pay will transfer the right to receive principal cash-flows of the

5. Significant changes in the current reporting period

selected portfolio of loans to the financing partner, whilst retaining the right to collect the interest arising on those cash-flows. Considering that substantially all risk and rewards are transferred to financing partners, the principal amount of cash-flows subject to these transactions are derecognised from the Group balance sheet with any gain/loss recognised in Other operating income within the Statement of Comprehensive Income.

II. On 24 January 2024 the Group entered into following Interest Rate Swaps:

These new swap contracts have been designated as cash flow hedges to reduce the Group's floating interest rate exposure, mainly in the period starting from October 2025 to October 2027.

  • III. On 4 April 2024 the Remuneration Committee of the Board of Directors of Allegro.eu granted 1,212,997 units under the Performance Share Unit (PSU) plan and 4,433,360 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 31.24 for this grant, being the closing price of Allegro.eu shares listed on the Warsaw Stock Exchange on the date of the grant. The total value at the grant date was estimated at PLN 176,363 from which PLN 18,902 was recognised in the six month ended 30 June 2024. 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 for the 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 reflects the vesting profile of 25%, 25%, and 50% respectively on the first, second, and third anniversaries of the grant date.
  • IV. The Organisation for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS) published rules for its Pillar Two model. These are aimed at ensuring that large corporate groups are subject to a minimum taxation of at least a 15 percent rate in each jurisdiction they operate. The Group is in the scope of the Pillar Two Model Rules and has adopted the amendments to IAS 12. Based on the analysis conducted as of June 30 2024, the Group concluded that recognizing the top-up tax provision in the profit and loss statement is insignificant (please refer to note 11.1).
  • V. In the second half of 2023 the Group started gradually introducing a fee deduction mechanism resulting in priority to draw the success fee earned on marketplace activities from the inflows that merchant receive from the customer. Initially, this mechanism applied only to selected merchants and was fully expanded to include all merchants by February 2024. This resulted in a significant decrease of trade receivables by PLN 544,563 over the reporting period, as well as the decrease of credit risk borne by the Group (please refer to note 13).
  • VI. On 29 February 2024 the Group marked a next phase in its international marketplace expansion, by launching Allegro.sk, an e-commerce platform serving customers on the territory of Slovakia (for more information please refer to note 8 Segment information).
Origination date Start Date End Date Notional Swap Rate
24.01.2024 28.06.2024 14.10.2027 320,000 – 1,600,000 WIBOR 3M fixed rate
– 4.1555%
24.01.2024 28.06.2024 14.10.2027 180,00 – 900,000 WIBOR 3M fixed rate
– 4.1670%
29.01.2024 31.10.2025 31.12.2025 2,000,000 WIBOR 3M fixed rate
– 4.3300%

6. Group structure

Key information regarding the members of the Group, their country of domicile, shares held by the Group as at 30 June 2024 and 30 June 2023 and the periods subject to consolidation is presented below.

PERIOD COVERED BY CONSOLIDATION 01.01.2024 – 30.06.2024

Poland, 100%

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

Allegro Sp. z o.o.

Allegro Treasury S.à r.l. Luxembourg, 100%

Allegro.eu S.A. Luxembourg

Ceneo.pl Sp. z o.o.

Poland, 100%

On 1 January 2024, the Group completed the merger of Internet Mall a.s. with CZC.cz s.r.o., WE|DO CZ s.r.o. and AMG Media a.s. Afterthe business combination, the remaining entity in existence is Internet Mall a.s., which has changed its name to Allegro Retail a.s.

PERIOD COVERED BY CONSOLIDATION

01.01.2023 – 30.06.2023

Allegro Treasury S.à r.l.

Allegro.eu S.A. Luxembourg

7.

Approval of the Interim Condensed Consolidated Financial Statements

The Interim Condensed Consolidated Financial Statements for the six month period ended 30 June 2024 were approved for issue by the Board of Directors on 16 September 2024.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

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 six operating segments and five reportable segments as presented below.

On 29 February 2024 the Group marked a next phase in its international marketplace expansion, by launching allegro.sk, an e-commerce platform serving customers on the territory of Slovakia. This resulted in the creation of a new operating segment in the organisation's internal management

structure. As a result, a new operating segment was identified, as Allegro.sk is able to generate largely independent cash inflows from other assets controlled by the Group and its discrete financial information is available. At the same time, the Group decided to aggregate results of the Allegro.sk operating segment with Allegro.cz operating segment, together forming the Allegro International reportable segment. This is due to the similar economics characteristics of both segments, providing unified marketplaces services on different markets, serving the same class of customers whilst using analagous distribution channels.

8.1 DESCRIPTION OF SEGMENTS AND PRINCIPAL ACTIVITIES

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

The reportable segments are identified at the Group level and are equal to the operating segments. Segment performance is assessed on the basis of revenue, operating profit before amortisation/depreciation ('EBITDA'), recognised impairment losses of non‑current non‑financial assets and decreased by reversal of such impairment losses as defined 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.

Interest income and finance 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 different geographical locations is presented in table below.

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

6 months ended
30.06.2024
TOTAL Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
External revenue 5,116,983 4,201,263 124,716 708,335 51,902 30,767
Poland 4,356,746 4,201,263 124,716 30,767
Czech Republic 466,650 418,352 48,298
Other countries 293,587 289,983 3,604
Inter-segment
revenue
22,401 26,144 57,751 6,421 1,793 (114,510)
Revenue 5,116,983 4,223,664 150,860 766,086 58,323 32,560 (114,510)
Other operating
income
55,267 55,267
Total revenue and
other operating
income
5,172,250 4,278,931 150,860 766,086 58,323 32,560 (114,510)
Operating expenses (3,774,009) (2,650,846) (106,547) (901,364) (195,692) (34,071) 114,510
EBITDA 1,398,241 1,628,085 44,313 (135,278) (137,368) (1,511)
Amortisation,
depreciation and
impairment losses
of non-current
non‑financial assets
(468,505)
Net financial costs (135,527)

Profit before

income tax 794,209 Income tax expense (205,335) Net Profit 588,874

6 months ended
30.06.2023
TOTAL Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
External revenue 4,718,871 3,454,558 124,580 1,116,251 2,901 20,581
Poland 3,599,810 3,454,558 124,580 91 20,581
Czech Republic 732,468 729,567 2,901
Other countries 386,593 386,593
Inter-segment
revenue
8,538 23,667 3,046 294 2,481 (38,026)
Revenue 4,718,871 3,463,096 148,247 1,119,297 3,195 23,062 (38,026)
Other operating
income
Total revenue and
other operating
income
4,718,871 3,463,096 148,247 1,119,297 3,195 23,062 (38,026)
Operating expenses (3,665,718) (2,276,810) (98,358) (1,239,015) (57,254) (32,308) 38,026
EBITDA 1,053,153 1,186,287 49,889 (119,718) (54,059) (9,246)
Amortisation,
depreciation and
impairment losses
of non-current
non‑financial assets
(499,189)
Net financial costs (181,883)
Profit before
income tax
372,081
Income tax expense (96,081)
Net Profit 276,000
3 months ended
30.06.2024
TOTAL Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
External revenue 2,671,797 2,234,990 60,576 334,600 25,806 15,826
Poland 2,311,392 2,234,990 60,576 15,826
Czech Republic 214,878 192,486 22,393
Other countries 145,527 142,114 3,413
Inter-segment
revenue
12,910 15,023 34,012 4,058 929 (66,933)
Revenue 2,671,797 2,247,900 75,599 368,612 29,864 16,755 (66,933)
Other operating
income
25,123 25,123
Total revenue and
other operating
income
2,696,920 2,273,023 75,599 368,612 29,864 16,755 (66,933)
Operating expenses (1,969,979) (1,417,635) (53,153) (441,719) (108,907) (15,498) 66,933
EBITDA 726,941 855,388 22,446 (73,107) (79,043) 1,257
Amortisation,
depreciation and
impairment losses
of non-current
(233,074)
Net Profit 347,054
Income tax expense (103,123)
Profit before
income tax
450,177
Net financial result (43,690)
non‑financial assets
TOTAL Allegro Ceneo Mall Interna
tional
Other Elimina
tions
2,397,708 1,819,543 59,093 503,523 2,901 12,648
1,891,089 1,819,543 59,093 (195) 12,648
321,021 318,120 2,901
185,598 185,598
5,487 11,695 2,018 294 2,421 (21,915)
2,397,708 1,825,030 70,788 505,541 3,195 15,069 (21,915)
2,397,708 1,825,030 70,788 505,541 3,195 15,069 (21,915)
(49,687) (579,748) (34,681) (16,458) 21,915
547,869 633,850 21,101 (74,207) (31,486) (1,389)
(244,482)
(117,544)
185,843
(66,889)
118,954
Operating expenses (1,849,839) (1,191,181) Allegro

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' profit, is defined as the net profit increased by the income tax charge, net financial costs (i.e. the finance income and finance costs), depreciation/ amortisation, recognised impairment losses of non‑current non‑financial 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 profit of the Group as a whole whereas the results of each operating segment are analysed based on EBITDA (see note 8.1). Adjusted EBITDA excludes the effects of significant items of income and expenditure that may have an impact on the quality of earnings. The Group defines Adjusted EBITDA as EBITDA excluding regulatory proceeding costs, Group restructuring and development cost, donations to various public benefit organisations, certain employee incentives and bonuses, employee restructuring costs, because

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) and valuation and settlement of Virtual Power Purchase Agreement (vPPA). Consolidated adjusted EBITDA is analysed and verified 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 profit/(loss) for the period, as an indicator of operating performance, as a measure of cash flow from operations under IFRS, or as an indicator of liquidity. EBITDA and Adjusted EBITDA are not uniform or standardised measures and the calculation of EBITDA and Adjusted EBITDA, accordingly, may vary significantly from company to company.

8.2 ADJUSTED EBITDA (NON-GAAP MEASURE)

6 months ended
30.06.2024
6 months ended
30.06.2023
3 months ended
30.06.2024
3 months ended
30.06.2023
EBITDA 1,398,241 1,053,153 726,941 547,869
Allegro Incentive Plan [1] 48,527 34,107 24,278 25,284
Group restructuring and
development costs [2]
16,081 18,401 6,005 6,506
Employees restructuring cost [3] 5,157 5,185 4,648 789
vPPA agreement [4] 1,059 1,059
Regulatory proceeding costs [5] 252 200
Donations to various public
benefit organisations [6]
500
Adjusted EBITDA 1,469,317 1,111,346 763,131 580,448

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

  • [1] Represents the costs of the Allegro Incentive Plan, under which awards in the form of Performance Share Units
  • [2] Represents legal and financial due diligence and other advisory expenses with respect to: • potential acquisitions or discontinued acquisition projects, • integration and advisory expenses with respect to signed and/or closed acquisitions, • non-employee restructuring cost.
  • [3] Represents certain payments related to reorganisation of the Management Boards of the parent entity and the
  • [4] Represents the results on valuation of the Group's virtual power purchase agreement ('vPPA'). This agreement year ended 31 December 2023.
  • [5] Represents legal costs mainly related to non-recurring regulatory proceedings, legal and expert fees and settlement costs.
  • [6] Represents donations made by the Group to support health service, charitable organisations and NGOs.

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

reflects virtual purchases of green energy and is treated as a financial instrument valued at fair value through profit and loss. More information is presented in note 25 to the Annual Consolidated Financial statements for the

9.

Revenues from contracts with customers

DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS

6 months
ended 30.06.2024
Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
Total
Marketplace revenue 3,481,719 16,956 38,977 31,054 (3,045) 3,565,661
Price comparison
revenue
128,330 (24,211) 104,119
Advertising revenue 457,410 22,270 2,365 7,459 (11,110) 478,394
Retail revenue 178,255 665,990 49 (11,755) 832,539
Logistic Service
Revenue
52,913 54,717 11,877 (15,925) 103,582
Other revenue 53,367 260 26,058 10 1,457 (48,464) 32,688
Revenue 4,223,664 150,860 766,086 58,323 32,560 (114,510) 5,116,983
3 months
ended 30.06.2024
Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
Total
Marketplace revenue 1,855,778 5,406 19,062 15,970 (1,868) 1,894,348
Price comparison
revenue
63,692 (13,753) 49,939
Advertising revenue 238,731 11,732 189 4,452 (6,820) 248,284
Retail revenue 100,352 317,385 22 (6,534) 411,225
Logistic Service
Revenue
32,443 28,774 6,347 (6,950) 60,614
Other revenue 20,596 175 16,858 3 763 (31,008) 7,387
Revenue 2,247,900 75,599 368,612 29,864 16,755 (66,933) 2,671,797
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
Logistic Service
Revenue
10,392 16,120 26,512
Other revenue 35,391 642 1,457 1,728 (9,915) 29,304
Revenue 1,825,030 70,788 505,541 3,195 15,069 (21,915) 2,397,708
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
Logistic Service
Revenue
19,388 33,917 53,305
Other revenue 54,387 1,249 10,465 1,877 (14,327) 53,651
Revenue 3,463,096 148,247 1,119,297 3,195 23,062 (38,026) 4,718,871

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.

6 months ended 30.06.2024

6 months ended 30.06.2023

3 months ended 30.06.2024

3 months ended 30.06.2023

Timing
of revenue
recognition:
Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
Total
At a point in time 3,498,154 128,590 709,004 58,323 32,560 (102,118) 4,324,513
Over time 725,510 22,270 57,082 (12,392) 792,470
Revenue 4,223,664 150,860 766,086 58,323 32,560 (114,510) 5,116,983
Timing
of revenue
recognition:
Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
Total
At a point in time 1,875,562 63,867 348,012 29,864 16,755 (67,832) 2,266,228
Over time 372,338 11,732 20,600 899 405,569
Revenue 2,247,900 75,599 368,612 29,864 16,755 (66,933) 2,671,797
Timing
of revenue
recognition:
Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
Total
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
Timing
of revenue
recognition:
Allegro Ceneo Mall Allegro
Interna
tional
Other Elimina
tions
Total
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

10. Financial income and financial costs

6 months
ended
30.06.2024
6 months
ended
30.06.2023
3 months
ended
30.06.2024
3 months
ended
30.06.2023
Interest from deposits 54,572 18,703 31,550 10,815
Other financial income 807 4,579 406 4,546
Financial income 55,379 23,282 31,956 15,361
Interest paid and payable for financial liabilities (243,385) (291,858) (118,693) (145,262)
Result on interest rate hedging 92,692 115,471 45,799 57,405
Interest on leases (13,561) (14,803) (6,700) (7,372)
Revolving facility availability fee (3,708) (3,414) (2,024) (1,593)
Valuation of financial instruments (2,024) (1,573) (159) (1,573)
Net exchange losses on foreign currency
transactions
(14,837) (7,876) 9,732 (30,230)
Other financial costs (6,083) (1,112) (3,601) (4,280)
Financial costs (190,906) (205,165) (75,646) (132,905)
Net financial costs (135,527) (181,883) (43,690) (117,544)

There were no significant changes in financial income and cost in the current reporting period. For more detailed information please refer to section 2.2.2.4 in the "Management's discussion and analysis of financial condition and result of operations".

11. Income tax expense

Income tax expense is recognised based on management's estimate of the weighted average effective annual income tax rate expected forthe full financial 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
30.06.2024
6 months ended
30.06.2023
Poland 19.00% 19.00%
Luxembourg 24.94% 24.94%
Czech Republic 21.00% 19.00%
Slovenia 22.00% 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 justified cases, a provision is established for the expected tax payable to tax authorities.

6 months
ended
30.06.2024
6 months
ended
30.06.2023
3 months
ended
30.06.2024
3 months
ended
30.06.2023
Current income tax on profits (195,290) (126,387) (120,605) (75,984)
Adjustments for current tax of prior periods (25,457) 13,306 (10,999) (674)
(Increase)/Decrease in net deferred tax liability 15,412 17,000 28,481 9,769
Income tax expense (205,335) (96,081) (103,123) (66,889)

For the periods ended 30 June 2024 and 30 June 2023 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 different approach from the one adopted by the Group, which may adversely affect the Group's business.

11.1 PILLAR TWO

The Group is within the scope of the EU Pillar Two rules, with its ultimate parent entity being a Luxembourg tax resident company. The Group therefore will be required to calculate its GloBE effective tax rate for each jurisdiction where it operates and will be liable to pay a top-up tax for the difference between its GloBE effective tax rate per jurisdiction and the 15% minimum rate. Fiscal 2024 will be the first fiscal year for which the EU Pillar Two rules apply, with any tax due being payable during 2026.

The Group has applied the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023. With the assistance of an external advisor, the Group has significantly progressed with its assessment of the exposure to the Pillar Two legislation, in all jurisdictions where it is present. The assessment of the potential exposure to Pillar Two income taxes is based on the available recent tax

Effective tax rates for the periods ending 30 June 2024 and 30 June 2023, are both 26%. A higher effective tax rate relative to the statutory tax rates in current period results mainly from unrecognised deferred tax assets on tax losses incurred by Mall Group amounting to PLN 35,549.

filings, country-by-country reporting, and financial statements available for the constituent entities in the Group. Based on preliminary testing under the OECD Transitional Safe Harbour Rules, the Group expects that it could benefit from such safe harbour rules, meaning that no additional taxes are expected to be due underthe Pillar Two rules in all jurisdictions where it operates with the exception of Croatia. In Croatia the criteria for safe harbour rules were not met, hence information required for top-up tax assessment is still being gathered and, therefore, the assessment is not yet complete. However, considering the relatively small proportion of the Group's operations in Croatia, its share of profit before tax and considering various GloBE adjustments, it is expected that any top-up tax would be insignificant.

The Group will continue to monitor and analysis the development of the Pillar Two rules in each of the covered jurisdictions and the analysis will be updated accordingly.

12. Earnings per share

6 months ended
30.06.2024
6 months ended
30.06.2023
Net profit attributable to equity holders of the Parent Company 588,873,992 275,999,967
Profit for ordinary shareholders 588,873,992 275,999,967
Average number of ordinary shares 1,055,683,654 1,056,496,154
Profit per ordinary share (basic) 0.56 0.26
Effect of diluting the number of ordinary shares 2,269,950 1,522,511
Number of ordinary shares shown for the purpose of calculating
diluted earnings per share
1,057,953,604 1,058,018,665
Profit per ordinary share (diluted) 0.56 0.26
3 months ended
30.06.2024
3 months ended
30.06.2023
Net profit attributable to equity holders of the Parent Company 347,054,360 118,954,242
Profit for ordinary shareholders 347,054,360 118,954,242
Average number of ordinary shares 1,056,704,721 1,056,677,614
Profit per ordinary share (basic) 0.33 0.11
Effect of diluting the number of ordinary shares 2,493,735 1,751,181
Number of ordinary shares shown for the purpose of calculating
diluted earnings per share
1,059,198,456 1,058,428,795
Profit per ordinary share (diluted) 0.33 0.11

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

The dilutive item presented in the table above refers to 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 effect on the EPS calculation for the six month period ended 30 June 2024 and 2023. 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 financial year.

Basic earnings per share are calculated by dividing the net profit 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 were decreased by 2,242,266 treasury shares held by the Group.

In April 2024 the Group distributed 2,111,752 units to employees upon the next vesting date of Allegro Incentive Plan and at 30 June 2024 the remaining 130,514 undistributed shares were held as Treasury Shares and for the purpose of basic earnings per share calculation decreased ordinary shares of the Parent.

The average number of ordinary shares used for the purpose of calculating basic Earnings per Share for 2024 was 1,056,704,721 and 1,055,683,654 for the three and the six month periods respectively.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

13. Trade and other receivables

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

30.06.2024 31.12.2023
Trade receivables, gross 243,132 994,605
Impairment of trade receivables (72,180) (86,615)
Trade receivables, net 170,952 907,990
Other receivables 145,273 123,208
VAT receivables 9,793 14,934
Tax receivables 45,645 32,210
Total 371,663 1,078,342

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

The significant decrease of trade receivables is driven mainly by introduction of a fee deduction mechanism resulting in priority to draw the success fee earned on marketplace activities from the inflows that merchant is receiving from the customer. This resulted in the decrease of the receivables balance and translated to lower impairment loss recognised during the period.

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 represent loans granted to buyers on the Allegro platform. Loans are granted for 30 days without interest and instalment loans for between 3 and 20 months with an annualised interest rate that increased from 10.5% as of 31 December 2023 to 18.5% as of 30 June 2024. Furthermore, Smart! users may take 2-month zero interest instalment loans.

The following table presents the consumer loans measured and recognised at fair value as at 30 June 2024 and 31 December 2023.

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

BUSINESS MODEL

The Group operates a business model whereby it realises cash flows from its consumer loans mainly from the sale of these loans to its financing partners: Aion Bank S.A. and starting from March 2024, Banco Santander. Even though the Group collects the contractual cash flows while it holds these loans, the objective of such a business model is not achieved by both collecting contractual cash flows and selling financial assets as the collection of contractual cash flows is not integral to achieving the business model's objective; instead, it is incidental to it. The sold loans qualify for derecognition even when the Group functions as a collection agent, handling collections on behalf of the banks.

14.1 CONSUMER LOANS AT FAIR VALUE THROUGH PROFIT AND LOSS

Upon the origination of the consumer loans the Group cannot initially determine which loans will be sold. However, due to the significant volume of the loans that eventually are sold, the fair value through profit and loss model is applied to all the loans.

Consumer loans at FVTPL as at 01.01.2024 403,261
New consumer loans originated 5,017,222
Fair value measurement 53,169
Consumer loans derecognised (repaid) (1,851,430)
Consumer loans derecognised (sold) (3,307,752)
Consumer loans at FVTPL as at 30.06.2024 314,470
Consumer loans at FVTPL as at 01.01.2023 209,335
Reclassified from amortised cost (change in business model) 157,540
Consumer loans at FVTPL as at 01.01.2023 366,875
New consumer loans originated 8,323,922
Fair value measurement 65,243
Consumer loans derecognised (repaid) (3,604,149)
Consumer loans derecognised (sold) (4,748,630)
Consumer loans at FVTPL as at 31.12.2023 403,261

In the six month period ended 30 June 2024 the Group executed several consumer loan sale transactions. In effect the risk, rewards and control were transferred to the financing partner with the relevant consumer loans being derecognised.

In relation to the consumer loans being subject to sale transaction to Banco Santander, only the principal cash flows of the loans originated by Allegro Pay are transferred to the financing partner, whilst the right to interest arising on those cash-flows is retained by the Group.

The fair value measurement of the loans is classified at level 3 of the fair value hierarchy. Fair value measurement is based on contractual cash flows adjusted by a credit risk element. They are discounted with a discount rate which comprises the risk-free rate and the effective margin. Assignment of the effective 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 financing partnerin the ordinary course of business, usually within 1 month 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 differ from the fair value of the financial 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 financing 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:

30.06.2024 31.12.2023
Cash at bank 436,032 526,354
Bank deposits 3,026,500 1,321,901
Cash equivalents 182,687 200,867
Total 3,645,219 2,049,122

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

30.06.2024 31.12.2023
Trade liabilities 1,320,934 1,362,666
Contract and refund liabilities 214,392 239,083
VAT liabilities 108,561 159,088
Purchase of non‑financial assets 19,556 26,474
Social insurance and other tax liabilities 45,178 38,283
Withholding tax liabilities 407 2,303
Other liabilities 181,018 78,801
Total 1,890,046 1,906,698

16. Trade and other liabilities

Trade and Other Liabilities at the balance sheet date comprised:

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

The increase of other liabilities is related mainly to other financial liabilities being the obligation towards the Banco Santander (see note 14) to pass-through the cash-flows that was collected by the Group as part of the servicing arrangement, yet arises on the consumer loans that were sold to the financing partner. This obligation was settled after the date of this Interim Condensed Consolidated Financial Statements.

17. Financial assets and financial liabilities

The Group holds the following financial instruments:

Note 30.06.2024 31.12.2023
Financial assets at amortised cost 3,982,866 3,107,400
Trade receivables and other receivables [1] 13 316,224 1,031,198
Cash and cash equivalents 15 3,645,219 2,049,122
Restricted cash 15,551 20,087
Investments 364 364
Other financial assets 5,508 6,629
Financial assets at FVPL 314,470 403,261
Consumer loans at fair value 14 314,470 403,261
Derivative financial instruments at FVOCI 284 89,191
Derivative financial assets (cash flow hedge) 5 284 89,191

[1] excluding tax-related settlements

Note 30.06.2024 31.12.2023
Financial liabilities at amortised cost 8,353,988 8,341,961
Trade and other liabilities [2] 1,702,875 1,656,892
Borrowings 6,064,711 6,067,487
Lease liabilities (outside IFRS9 scope) 5 586,402 617,582
Derivative financial instruments at FVPL 2,507
Derivative financial liabilities 2,507
Derivative financial instruments at FVOCI 527 13,703
Derivative financial liabilities (cash flow hedge) 5 527 13,703

[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 floating interest rate. These instruments are designated as the hedge of the future cash flow, 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 flows of both the fixed 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 fixed interest rate, discount rate and the yield curve.

The Group complied with the financial covenants of its borrowing facilities during the reporting periods and after the balance sheet date until the date of autorisation 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 30.06.2024 3 months ended 30.06.2024 As at 30.06.2024
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. 153
Allegro Foundation 64 795 32
Other:
Business Office Services 192 63
Alter Domus Luxembourg S.à r.l 222 111
Culture Amp 148
Total 64 1,510 174 32
6 months ended 30.06.2023 3 months ended 30.06.2023 As at 31.12.2023
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 29
Allegro Foundation 51 695 26 23
Other:
Business Office Services 249 235
Alter Domus Luxembourg S.à r.l 144 143 67
Total 51 1,234 26 440 23 96

19. Events occurring after the reporting period

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

APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF BY:

Gary McGann

Director and Chairman

Roy Perticucci Director and CEO

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