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Dino Polska S.A.

Share Issue/Capital Change Apr 13, 2017

5587_rns_2017-04-13_e33004df-f8b8-4aec-8fa3-efc86a0390b3.pdf

Share Issue/Capital Change

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

(joint stock company with its registered office in Krotoszyn at ul. Ostrowska 122, 63-700 Krotoszyn, entered in the register of businesses of the National Court Register under file number 0000408273)

Information on setting the final price to be paid for Offer Shares, the final number of Offer Shares to be sold in the Offering and the final number of Offer Shares to be offered to each investor category

This information has been prepared pursuant to Article 54 section 3 of the Act on Public Offering.

All capitalized terms in this document, which are not defined herein have the meaning ascribed to them in the Prospectus, in particular in the chapters entitled "Terms of Offering" and "Acronyms and Definitions".

On 4 April 2017, the Selling Shareholder, in consultation with the Joint Bookrunners, determined that:

  • the Final Price to be paid for the Offer Shares by Institutional Investors is PLN 34.50 per Offer Share;
  • the Final Price to be paid for the Offer Shares by Retail Investors is PLN 33.50 per Offer Share;
  • the final number of Offer Shares to be sold in the Offering is 48,040,000 Offer Shares;
  • the final number of Offer Shares to be offered to the Institutional Investors is 45,456,047 Offer Shares;
  • the final number of Offer Shares to be offered to the Management Option Scheme Investors is 181,953 Offer Shares; and
  • the Final Number of Offer Shares to be offered to the Retail Investors is 2,402,000 Offer Shares.

This document must not be relied on in making decisions on the purchase of securities issued by Dino Polska S.A. ("Company"). The Prospectus ("Prospectus") prepared in connection with the public offering of the Company's securities and admission and introduction of the securities into trading on the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) and approved by the Polish Financial Supervision Authority on 17 March 2017 together with any published supplements and update communications thereto and this information, is the sole legally binding document containing information about the Company and the public offering of the Company's securities in Poland ("Offering"). The Prospectus was published on 20 March 2017 on the Company's website (www.grupadino.pl) and, for information only, on the website of Powszechna Kasa Oszczędności Bank Polski S.A. Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (www.dm.pkobp.pl).

This document is not for distribution, directly or indirectly in or into the United States of America or any other jurisdiction where such public distribution of information included in this document may be restricted or prohibited by law. This document does not constitute an offer to sell or an invitation to subscribe for or buy the Company's securities.

This document does not constitute an offer to sell or any solicitation of an offer to buy securities in the United States of America. The securities may be offered and sold in the United States of America after they are registered under the U.S. Securities Act of 1933, as amended or under an exemption from registration set forth in the U.S. Securities Act. The Company does not intend to register any portion of the Offering in the United States of America. This document or any of its copies must not be transmitted or sent into or made available in any way in the United States of America.

This document is addressed to the persons whose place of residence or registered address is in Poland and are in Poland and to those who: (A) if they are in the European Economic Area, they meet the criteria set forth in items (1) to (4), inclusive, in Part I of Annex II to Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive, to the extent implemented in the relevant country, and (B) if they are in the United Kingdom of Great Britain and Northern Ireland, those who (i) have professional experience in investment-related matters, as a result of which they are deemed to be "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order") and (ii) falling within Article 49(2)(a) to (d) of the Order (all such persons in (A) and (B) being "Relevant Persons'").

If you have received this document and you are not a "Relevant Person" then you should promptly return it to the Company. The securities mentioned in this document will be provided to Relevant Persons only and an invitation, offering or undertaking to subscribe, buy or otherwise acquire such securities will be given to Relevant Persons only or submitted by Relevant Persons only. A person who is not a Relevant Person may not act or rely on or refer to this document or any part hereof.

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