Signing of an agreement for the sale of the Group’s operations in Slovenia and Croatia

Current report No. 1/2026

Subject: Signing of an agreement for the sale of the Group’s operations in Slovenia and Croatia

Legal basis: Article 17 MAR - inside information

The Board of Directors of Allegro.eu (the “Company”, “Allegro”, and together with its subsidiaries, the “Group”) hereby informs that on January 7, 2026, the Group signed a binding Share Purchase Agreement (the “Agreement”) with Mutares SE & Co. KGaA (acting through its subsidiary mutares Holding-101 GmbH) (“Mutares”), a listed private equity holding company specialized in business transformation.

Under the terms of the Agreement, Mutares will acquire 100% of the shares in the Group’s subsidiaries operating in Slovenia (Mimovrste d.o.o.) and Croatia (Internet Mall d.o.o.), along with the dedicated technology assets and teams based in the Czech Republic supporting these operations (collectively, “Mall South”).

This transaction represents the final step in Allegro’s strategic priority to complete its turnaround of the Mall Group in order to simplify its international footprint and focus capital in its international operations toward its scalable, asset-light marketplace model in Czechia, Slovakia, and Hungary. Following completion of its deep reorganization and integration of its Mall Group assets in the northern CEE region (“Mall North”), the Group has determined that the largely independent operations in Slovenia and Croatia – which continue to operate on legacy technology infrastructure – are best positioned for future value creation under a specialized owner.

The closing of the transaction is subject to the satisfaction of customary conditions, including regulatory antitrust approval and is expected to take place in the first half of 2026. As a result of these decisions, the Mall South Segment is being reclassified to Discontinued Operations in the Group’s Financial Statements for the year ended 31 December 2025.

For the 9-month period ended September 30, 2025, the Mall South segment generated:

Gross Merchandise Value (GMV) of PLN 387.1 million (-6.7% YoY)
Revenue of PLN 291.2 million (-7.8% YoY) and
Adjusted EBITDA of PLN -23.8 million (-9.2% YoY).

While the Company estimates the total non-recurring negative impact of the disposal at approximately PLN 235 million (including a PLN 105 million non-cash impairment charge recognized already in Q4 2025), the Management Board anticipates that the divestment will have a positive impact on the Group’s Adjusted EBITDA profile by eliminating the Mall South operating losses.

Allegro.eu is a Luxembourg public limited company (société anonyme), registered office: 6, rue Eugène Ruppert, L – 2453 Luxembourg, Grand Duchy of Luxembourg, Luxembourg Business Register: B214830.