Share Issue/Capital Change • Jun 26, 2025
Share Issue/Capital Change
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Société anonyme Registered office: at 1, rue Hildegard von Bingen, L-1282 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B214830
Dear Shareholders,
The Board of Directors of Allegro.eu SA (the "Board" and the "Company", respectively) hereby invites you to submit an offer to the Company relating to the sale of shares in the Company (the "Sale Offer") (the "Invitation"). The Invitation is published in connection with the intention of the Company to acquire its treasury shares, pursuant to a resolution of the Annual General Meeting of the Company adopted on 26 June 2025 (the "Share Buyback").
For the purposes of this Invitation, the shareholders holding shares in the Company shall be referred to as "Shareholders" and a "Shareholder" shall be constructed accordingly.
This Invitation does not constitute a tender offer for the sale or exchange of shares referred to in articles 72a and 73 of the Public Offering Act. In particular, articles 77-77h and 79-79f of the Public Offering Act and the provisions of the Ordinance do not apply to this Invitation.
This Invitation does not constitute an offer within the meaning of article 66 of the Polish Civil Code.
The Invitation shall not be construed as an offer to sell or the solicitation of an offer to buy or sell any financial instruments nor shall it constitute an advertisement or promotion of any financial instrument or the Company in any jurisdiction where the foregoing would be prohibited.
The Invitation does not constitute a recommendation or investment advice or any other recommendation, legal or tax advice or an indication that any investment or strategy is appropriate in the individual circumstances of any person or entity that intends to respond to the Invitation. Shareholders to which the Invitation is addressed should take advice from their investment, legal or tax advisers on any matter relating to the Invitation. Shareholders
responding to the Invitation shall bear all legal, financial and tax consequences of their investment decisions.
Shareholders interested in the sale of the shares referred to in the Invitation should make their own detailed study, careful analysis and evaluation of the conditions of the Invitation, and their decision to sell shares in the Company should be based on such an analysis as they deem appropriate.
The Invitation does not require any approval from or filing with the Polish Financial Supervisory Authority or the Luxembourg Commission de Surveillance du Secteur Financier, or any other public authority.
The Invitation was published on 26 June 2025. It is available on the Company's website (https://about.allegro.eu/ir-home) as well as on the website of Santander Bank Polska - Santander Biuro Maklerskie (www.https://www.santander.pl/inwestor)
For an explanation of the meaning of capitalized terms not defined in this bid, see Section 16 of the Invitation.
The Invitation is within the scope of the resolution of the Annual General Meeting of the Company for the acquisition by the Company of a maximum of 46,204,620 (in words: forty-six million two hundred four thousand six hundred twenty) ordinary shares of the Company, with a nominal value of PLN 0.01 (in word: one Polish grosz) each, registered by the NDS under the ISIN code LU2237380790, which are traded on the regulated market operated by the WSE and as at the date of announcement of the Invitations constitute approx. 4.4% of the Company's share capital and approx. 4.4% share in the total number of votes at the general shareholders' meeting of the Company ("Shares").
The Company intends to purchase no more than 46,204,620 (in words: forty-six million two hundred four thousand six hundred twenty) of the Company's shares, and the final number of purchased Shares will be determined by the Board no later than 4 August 2025 ("Purchased Shares"). The maximum total amount allocated by the Company for the purpose of acquisition of the Purchased Shares is PLN 1,400,000,000.- (in words: one billion four hundred million Polish zloty 00/100).
As at the date of announcing the Invitation, the Company has: 81,266 treasury shares. These shares are intended to satisfy awards under the employee incentive program. As a rule, the Company does not exercise the share rights attached to such treasury shares.
Shareholders are invited to place the Sale Offer by declaring the minimum price of one Share that must be no less than PLN 30.30 (in words: thirty zloty 30/100) and no more than PLN 36.20 (in words: thirty six zloty 20/100) per Share (the "Price Range").
The Shareholder placing the Sale Offer in response to the Invitation, is obliged to declare the minimum price of one Share, at which the owned Shares will be sold, which should be within the Price Range defined above and be specified with the accuracy of PLN 0.05 (in word: five Polish grosz) (the "Minimal Price").
The Board will determine the purchase price of the shares within the Price Range no later than on 4 August 2025 ("Final Purchase Price"). The Final Purchase Price is to be decided by the Board based on the offers for the sale of the shares made by the Shareholders, and only Sale Offers submitted within the Price Range defined above will be allocated in accordance with the principles set out in point 9 (Acquisition of Shares from Shareholders and reduction rules).
The Final Purchase Price will be equal for all Shareholders of the Company, who will place the Sale Offers with the price not higher than the Final Purchase Price.
If the Shareholder places the Sale Offer with a Minimal Price lower than the Final Purchase Price decided by the Board, this Shareholder will sell the Shares at the price higher than originally indicated, i.e. at the Final Purchase Price, with the exemption placed in point 9. below.
If the Shareholder places the Sale Offer with a Minimal Price higher than the Final Purchase Price decided by the Board, this Sale Offer will be rejected by the Company.
If the Shareholder places the Sale Offer with a Minimal Price outside of the range defined above or with a Minimal Price rounded differently than by PLN 0.05 (in words: five Polish grosz), the Sale Offer will be rejected by the Company.
The entity intermediating in the conduct and settlement of the Invitation is:
● Publication of the Invitation: 26 June 2025.
Information about the Final Purchase Price, final number of Purchased Shares and any possible reduction in the number of Shares will be made public in the form of a current report of the Company and on the Company's website (https://about.allegro.eu/current-reports).
The Company reserves the right to cancel the Invitation both before and any time following the commencement of accepting Sale Offers and the Company may as well as change any outstanding dates. The Invitation may be cancelled in particular in the case described in point 8 below.
In the event of cancellation of the Invitation or change of the dates specified in the Invitation, appropriate information will be made public in the form of a current report of the Company, on the Company's website (https://about.allegro.eu/current-reports) and on the website of Santander (https://www.santander.pl/inwestor).
Entities authorized to submit Share Sale Offers under the Invitation are all Shareholders. The Shares offered as part of the Sale Offers must be free from any Encumbrances.
Before submitting the Sale Offer, Shareholders should learn about the procedures and regulations of the Investment Firms and Custodian Banks maintaining securities accounts in which they hold their Shares, regarding the execution of transactions in response to the published Invitation and the issuance of deposit certificates and establishing and releasing the block on Shares, in particular with the deadlines used by a given Investment Firm or Custodian Bank, as well as with the fees charged by a given Investment Firm or Custodian Bank for carrying out the above activities.
Shareholders holding Shares on a securities account maintained by the Investment Firm should submit to the Investment Firm a Sale Offer form completed in two copies, one for the Shareholder submitting the Sale Offer and one for the Investment Firm, along with instructions to block the Shares and an irrevocable instruction to issue a settlement instruction to the Company, at the Minimal Price, while agreeing to settle the transaction of Shares sale at the Final Purchase Price, on the terms of point 3 of the Invitation, in the manner specified in the internal regulations of the Investment Firm.
Shareholders may submit any number of Sale Offers during the period for accepting Sale Offers.
The rules for identifying the Shareholder who submits the Sale Offer and the procedure for accepting the Sale Offer are determined by the entity accepting the Sale Offer (i.e. Santander, Investment Firms and Custodian Banks).
Sale Offers may also be submitted electronically or by telephone to Santander by a client of Santander or to the Investment Firm by a client of a given Investment Firm, provided that it is consistent with the regulations of Santander or a given Investment Firm and these entities have the appropriate authorization to issue Sale Offers in writing based on the client's instruction received electronically or by telephone.
A Shareholder who holds the Company's shares registered on a brokerage account maintained by the Investment Firm should contact the Investment Firm to confirm the procedure, hours and places for accepting Sale Offers by that Investment Firm.
Shareholders holding Shares in a securities account maintained by the Custodian Bank should:
a) submit to the Custodian Bank an instruction to block the Shares, issue a deposit certificate regarding the blocked Shares, as well as submit an irrevocable instruction to issue a settlement instruction to the Company, at the Minimal Price, while agreeing to settle the transaction of Shares sale at the Final Purchase Price, on the terms of point 3 of the Invitation, in the manner specified in the internal regulations of the Custodian Bank, and
b) submit to the Investment Firm with which the Shareholder has concluded an agreement on accepting and transmitting orders an original deposit certificate issued by the Custodian Bank maintaining the Shareholder's securities account, confirming that the Shares have been blocked until the date of settlement of the transaction under the Invitation and that an irrevocable instruction has been issued to the Custodian Bank to issue a settlement instruction at the Minimal Price, in which it agreed to settle the transaction of Shares sale at the Final Purchase Price, on the terms of point 3 of the Invitation, as well as a Sale Offer form completed in duplicate.
Shareholders whose shares are deposited in an account with the Custodian Bank or entities duly authorized to act on behalf of such Shareholders may submit a Sale Offer to Santander in the following location: Santander Bank Polska S.A. – Santander Brokerage Poland, Institutional Sales Support Team, Al. Jana Pawła II 17 (10 th floor), 00-854 Warsaw, for documents in paper form, between 9:00 a.m. and 5:00 p.m. Central European time, provided that they have concluded an agreement with Santander to accept and transmit orders.
Shareholders referred to in the above paragraph who provide the completed Sale Offer form with a secure electronic signature verified with a valid qualified certificate and attach a deposit certificate also signed with a secure electronic signature verified with a valid qualified certificate will be able to submit a Sale Offer to Santander by sending the documents to the appropriate e-mail addresses: [email protected] and [email protected].
The Sale Offer submitted by a Shareholder (the Custodian Bank's client) should amount to the number of Shares not higher than that indicated on the deposit certificate attached to the Sale Offer. If the number of Shares indicated in the Sale Offer is not fully covered by the attached deposit certificate, such Sale Offer will not be accepted in full.
Shareholders may submit any number of Sale Offers during the Sale Offer acceptance period, attaching a deposit certificate to each Sale Offer submitted.
When submitting the Sale Offer, the representative or proxy of a Shareholder who is a legal person or an entity without legal personality and has Shares on an account with a Custodian Bank should present an extract from the register appropriate to the Shareholder's registered office or another official document containing basic data about the Shareholder, which indicates its legal form, method of representation, as well as the names and surnames of persons authorized to represent it. Unless legal provisions or international agreements to which the Republic of Poland is a party provide otherwise, the above-mentioned the extract should contain an apostille or be certified by a Polish diplomatic mission or consular office and then translated by a sworn translator into Polish.
A Shareholder may submit a Sale Offer for the number of shares of the Company he is entitled to that is higher than the number of Shares that are the subject of this Invitation.
The Sale Offer must be unconditional and irrevocable and must not contain any reservations.
The Sale Offer is binding on the person submitting it until the Invitation is settled or until the date of cancellation of the Invitation by the Company.
All consequences, including the invalidity of the Sale Offer, resulting from improper submission of the Sale Offer are borne by the relevant Shareholder (client of the Custodian Bank).
The Investment Firm will provide Santander with information about the submission of the Share Sale Offer by the Shareholder in accordance with the principles specified in the "Operating procedure and mode of transaction execution under the Invitation for shareholders to submit offers for the sale of Allegro.eu SA shares" and sent to the Investment Firm by Santander, provided that the subject of Sale Offers may only be shares unencumbered for any reason and unblocked in the Shareholder's securities account, and the Investment Firm, in accordance with applicable internal regulations, will take steps to ensure that the shares that are the subject of Sale Offers cannot be used by either the Shareholder or the Investment Firm for any purpose other than to settle the share purchase transaction.
Santander and the Company shall not be liable to the Shareholder for damages resulting from the failure of the Investment Firm accepting the Sale Offer from the Shareholder to send information about the submitted Sale Offer to Santander.
In the event of submitting the Sale Offer through a proxy, the Shareholder should familiarize himself with the rules applicable to the Investment Firm or Custodian Bank in which his shares are deposited regarding acting through a proxy.
Custodian Banks submitting a Sale Offer on behalf of their clients to Santander may, instead of a power of attorney, submit a declaration confirming that they have the appropriate authorization and instructions to submit a Share Sale Offer. A template of such a declaration will be provided to the Custodian Banks.
In order to standardize the documents needed to submit the Sale Offer, a set of forms will be sent by Santander to entities maintaining securities accounts - the NDS participants.
The Company and Santander shall not be liable for failure to execute (or failure to accept) Sale Offers which Santander or the Investment Firm maintaining the Shareholder's brokerage account or accepting a Sale Offer from a client of the Custodian Bank receives before or after the deadline for accepting Sale Offers, as well as Sale Offers submitted incorrectly or to which the required documents, in particular a deposit certificate, have not been attached.
The Company reserves the right to cancel the Invitation both before and after the start of acceptance of Sale Offers. In particular, the Company may cancel the Invitation if another entity announces a tender offer for the sale or exchange of the Company's shares or if, in the Company's opinion, the purchase of the Shares will not contribute to the achievement of the Company's objectives or intentions indicated in point 11 below.
In the event of cancellation of the Invitation, the Company will not be liable for reimbursement of costs incurred by the Shareholders, their proxies or statutory representatives in connection with the submission of the Sale Offer or other activities necessary to submit the Sale Offer, or for the payment of any compensation. In the event of cancellation of the Invitation, appropriate information will be made public in the form of a current report of the Company, on the Company's website (https://about.allegro.eu/current-reports) and on the website of Santander (https://www.santander.pl/inwestor).
A Shareholder may submit a Sale Offer for a number of shares higher than the number of Shares that will be the subject of purchase under this Invitation, in particular, a Shareholder may submit a Sale Offer for all the shares of the Company he or she is entitled to.
In the case of Sale Offers accepted by the Company, when the total number of Shares covered by the Sale Offers accepted by the Company is equal to or less than the number of Purchased Shares that the Company ultimately intends to acquire, the Company will acquire all Shares covered by the accepted Sale Offers.
The Sale Offers of the Shareholders who declared to sell the shares at or below the Final Purchase Price ultimately decided by the Board will be proportionally reduced.
Fractional numbers of Shares will be rounded down to the nearest whole number so that the total number of Shares finally purchased will be equal to the number of Purchased Shares, while maintaining the principle of equal treatment of all Shareholders.
The Shares remaining after the rounding referred to above (i.e., the Shares in the number representing the difference between the number of Purchased Shares determined by the Company and the total number of Shares covered by the reduced and rounded Sale Offers) will be allocated to the Sale Offers submitted by Shareholders one Share at a time, starting with the largest Sale Offers to the smallest, until the total allocation of Shares is equal to the number of Purchased Shares. In the case of Sale Offers for the same number of Shares, the Board will allocate the Shares sequentially, starting with the Shareholders who submitted the Sale Offer earlier.
The Sale Offers placed at the price higher than the Final Purchase Price will be fully rejected. The Final Purchase Price will be the same for all Shareholders who declared their interest to sell at that level or below.
The Company will be entitled to accept only Sale Offers submitted in accordance with the terms of the Invitation. In particular, the Company will not accept Sale Offers on an incorrectly completed form or Sale Offers that are not accompanied by the required documents, including a deposit certificate (if the need to present such a certificate is required) confirming the blocking of the Company's Shares and the issuance of an irrevocable instruction to issue a settlement instruction. The transfer of ownership of the Shares from the Shareholders to the Company will be made outside the regulated market (over-the-counter) and settled within the deposit and settlement system of the NDS. Santander is the entity acting as an intermediary in the settlement.
Purchase Price of Shares purchased from individual Shareholders, in the number determined in accordance with the principles set out in point 9 above, will be paid by the Company in cash in Polish zlotys. The amount constituting the product of the final number of Shares purchased from individual Shareholders and the Final Purchase Price may be reduced by the commission and other fees due (if such commission or fees are collected by Santander, Custodian Bank or Investment Firm issuing the settlement instruction, in accordance with the fee schedule of such entity).
Shares under the Invitation are purchased for the purpose of their redemption followed by their cancellation and, therefore, a reduction of the Company's share capital. The Purchased Shares under the buy-back authorisation will be held by the Company as treasury shares with their voting and dividend rights being suspended for the period of time they are held by the Company, until they are cancelled in the appropriate manner.
This Invitation does not constitute an invitation to subscribe for the sale or exchange of shares referred to in art. 72a and 73 of the Public Offering Act. In particular, the following articles do not apply to this Invitation: 77-77h and 79-79f of the Public Offering Act, nor the provisions of the
Ordinance. This Invitation does not constitute an offer within the meaning of art. 66 of the Polish Civil Code.
This document does not require approval or submission to the Polish Financial Supervision Authority, the Luxembourg Commission de Surveillance du Secteur Financier or any other authority.
The Shareholder responding to this Invitation bears all legal, financial and tax consequences of the investment decisions made. This document does not constitute an offer to buy or solicitation of sale of any securities in any state in which the making of such an offer or solicitation of sale of securities would be unlawful or would require any permit, notification or registration. This document does not constitute investment, legal or tax advice. In matters related to the Invitation, Shareholders should seek advice from investment, legal and tax advisors.
The text of this Invitation was made public by the Company on the day of its publication in the form of a current report of the Company. The text of the Invitation is also available on the Company's website (allegro.eu/investors) and on the website of Santander (https://www.santander.pl/inwestor).
Any additional information on the procedure for accepting Sale Offers in response to this Invitation is available from Santander by phone at the telephone numbers +48 691 510 168; +48 607 082 607 and from Investment Firms and Custodian Banks that are NDS participants.
The invitation is valid only within the territory of the Republic of Poland. Outside the borders of the Republic of Poland, the Invitation cannot be treated as a basis for carrying out the activities indicated therein.
The Invitation relates to securities in a non-U.S. company that is registered in the Grand Duchy of Luxembourg and is subject to the disclosure requirements, rules and practices applicable to companies listed in the Republic of Poland, which differ from those of the United States in certain material respects. This Invitation has been prepared in accordance with Polish style and practice for the purpose of complying with Polish law and applicable securities laws and regulations. U.S. Shareholders should read this entire Invitation. Financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to U.S. companies.
The Invitation is not subject to the disclosure and other procedural requirements of Rule 13e-4 or Regulation 14D under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Invitation will be made in the United States in accordance with the requirements of Regulation 14E under the Exchange Act to the extent applicable.
U.S. Shareholders should note that the Shares are not listed on a U.S. securities exchange and the Company is not subject to the periodic reporting requirements of the Exchange Act and is
not required to, and does not, file any reports with the United States Securities and Exchange Commission thereunder.
It may be difficult for U.S. holders of Shares to enforce certain rights and claims arising in connection with the Invitation under U.S. federal securities laws since the Company is located outside the United States and most of its officers and directors may reside outside the United States. It may not be possible to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. It also may not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court's judgment.
The receipt of cash pursuant to the Invitation by a Shareholder who is a U.S. person may be a taxable transaction for U.S. federal income tax purposes. Each Shareholder who is a U.S. person should consult and seek individual advice from an appropriate professional adviser.
While the Invitation is being made available to Shareholders in the United States, the right to tender Shares is not being made available in any jurisdiction in the United States in which the making of the Invitation or the right to tender such Shares would not be in compliance with the laws of such jurisdiction.
The Invitation has not been approved, disapproved or otherwise recommended by the U.S. Securities and Exchange Commission or any U.S. state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of the Invitation. Any representation to the contrary is a criminal offence in the United States.
The sale of Shares to the Company may result in tax consequences for Shareholders. For these reasons, Shareholders are advised to seek advice from a tax, financial and legal advisor in individual cases or obtain an official position from the relevant administrative authorities competent in this regard. Neither the Company nor Santander are liable for tax costs incurred by the Shareholder or the costs of employing a tax, financial or legal advisor by the Shareholder.
Based on Article 13 sec. 1 and sec. 2 and Article 14 sec. 1 and sec. 2 of the Regulation 2016/679 of the European Parliament and of the European Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/56 / EC ("GDPR") applied from 25 May 2018, we inform you about the method and purpose for which we process your personal data ("data"), as well as about your rights related to data protection.
The data controller of Shareholders submitting Sale Offers with Investment Firms, keeping securities accounts of these Shareholders, are respectively Investment Firms accepting Sale Offers or receiving the Sale Offers from the Custodian Bank's clients, with whom they concluded an agreement for accepting and transferring orders.
Santander Bank Polska S.A. is the data controller of the Shareholders from whom the Sale Offers will be accepted by the Broker, with its seat in Warsaw (hereinafter referred to as the "Bank").
The Bank has appointed a data protection officer who can be contacted in writing by sending correspondence to the following address: Santander Bank Polska S.A. ul. Kolorowa 8, 60-198 Poznań, with the note: "Data protection officer" and by e-mail to the following address: [email protected]. You can contact the data protection officer in all matters relating to the processing of personal data and the exercise of rights related to the processing of such data.
We process your data in accordance with the provisions of the GDPR and Polish data protection regulations. Data processing takes place:
due to the legitimate interests pursued by the Bank (Article 6 sec.1(f) of the GDPR). We do this, for example, when we process the data of persons acting on behalf of clients, when we act to prevent crime, to ensure the Bank's IT security, to pursue claims and defend against claims.
Providing data by Shareholders is a condition for the implementation of the Share Sale Offer, it results from the performance of the obligations arising from the above legal provisions or is necessary to achieve the goals resulting from the above-mentioned legitimate interests of the Bank. If you do not provide the Bank with the necessary data, Santander will not be able to handle the Share Sale Offer for you.
The data may be made available to other recipients in order to fulfil the legal obligation incumbent on the Bank or for purposes resulting from the Bank's legitimate interests. The recipients of the data may in particular be:
a) Allegro.eu and its authorized employees;
b) public authorities, such as the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego);
c) entities participating in the processes necessary to execute the Share Sale Offer, including entities maintaining Shareholders' securities accounts;
d) entities authorized to receive information covered by professional secrecy, indicated in the Act on Trading in Financial Instruments and indicated in other legal regulations;
e) entities processing data on behalf of the Bank and their authorized employees, where such entities process data on the basis of an agreement with the Bank and only in accordance with the Bank's instructions.
Your data will be processed for the period necessary to achieve the purposes of processing indicated in point. B, i.e.:
In the event that the Sale Offers are submitted through a proxy or representative - the source of data acquisition are the persons submitting the Sale Offer on behalf of the Shareholder.
We process your data to the extent indicated in the Share Sale Offer form.
Allegro won't process any personal data in that process.
In addition to the terms defined in this Invitation, the following capitalized terms have the meaning set out below:
| Act on Trading in Financial Instruments |
Act on Trading in Financial Instruments of 29 July 2005 (i.e. Journal of Laws 2024, item 722, as further amended). |
|---|---|
| Custodian Bank |
a custodian bank within the meaning of the Act on Trading in Financial Instruments. |
| Encumbrances | ordinary, fiscal, registered or financial pledge, seizure in enforcement or security proceedings, option, pre-emptive right, priority right or any other right, charge or restriction established for the benefit of third parties of a material or obligation nature. |
| Investment Firm |
an investment firm within the meaning of the Act on Trading in Financial Instruments. |
| NDS | The National Depository for Securities, Krajowy Depozyt Papierów Wartościowych S.A. (KDPW S.A.) |
| Ordinance | Ordinance of the Minister of Development and Finance of 23 May 2022 on standard form of tender offers to subscribe for the sale or exchange of shares in a public company, the detailed procedure for announcement of tender and terms and conditions governing acquisition of shares as a result of these tender offers (Journal of Laws 2022, item 1134). |
| Public Offering Act |
Act of 29 July 2005 on public offering and conditions governing the introduction of financial instruments to an organized trading and public companies (Journal of Laws 2024, item 620). |
| Sale Offer |
an offer to sell the Shares for their redemption submitted to the Company by the Shareholder in response to the Invitation. |
| Shareholder | natural person, legal person or an organizational unit without legal personality, being a shareholder of the Company. |
|---|---|
| WSE | Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.). |
| ALLEGRO.EU ______ |
SANTANDER BANK POLSKA S.A. - SANTANDER BIURO MAKLERSKIE ______ |
______________________________ ______________________________
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