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The Board of Directors adopts the Group Capital Allocation Policy and recommends share buyback to the general meeting

March 12, 2025 23:22 CET

Current report No. 3/2025

Title: The Board of Directors adopts the Group Capital Allocation Policy and recommends share buyback to the general meeting

Legal basis: Article 17 of MAR - inside information

The Board of Directors of Allegro.eu (the “Board” and the “Company”, respectively) informs that on 12 March 2025 the Board adopted the Group Capital Allocation Policy (the “Policy”).

The purpose of the Policy is to establish guidelines concerning the usage and distribution of available capital by the Company and its subsidiaries, including the medium and long-term forward-looking target capital structure which take account of growth prospects, capital investments, as well as optimal liquidity and leverage that enable for shareholders distributions from the available cash surpluses.

The key principles of the Policy are as follows:

  • The primary focus is to invest in its medium-term business objectives to drive further organic and profitable growth,
  • The medium to long-term plans should be designed while maintaining a modest gross and net leverage and retaining appropriate liquidity to maintain operational flexibility,
  • The Group maintains the potential for allocation of capital to bolt-on and capability-focused M&A opportunities to supplement and accelerate organic growth,
  • Surplus capital is intended to be returned to shareholders through the repurchase of shares with decisions made year to year.

The Policy guidelines will be monitored by the Board, based on the annual plans and taken into account a longer-term perspective.

The Group expects to conduct financial activities to meet the Policy objectives by targeting in medium to long term the following financial ratios to maximize shareholder return:

  • Group’s leverage target - Net Debt to Adjusted EBITDA at 1.0x, with secondary target Gross Debt to Adjusted EBITDA at 2.0x
  • Available Liquidity at 20-30% of Last Twelve Month revenue i.e. liquidity as a combination of cash and/or available financing lines.

The Company will provide more details concerning the Policy together with the publication of full year results, scheduled for Thursday, 13 March, 2025.

Given the above and based on the medium to long term plans and the current market circumstances, the Board assessed that the Company has sufficient funds for distribution and that the most preferred form of distribution will be repurchase of the Company’s own shares (share buyback). The Board decided to recommend the forthcoming annual general meeting to approve a share buyback up to the amount of PLN 1.4 bn.

The company will now focus on developing the parameters of the recommended share buyback and disclose them when convening the general meeting, along with its agenda and the draft resolutions.

Allegro.eu is a Luxembourg public limited liability company (société anonyme), registered office: 1, rue Hildegard von Bingen, L – 1282 Luxembourg, Grand Duchy of Luxembourg, R.C.S. Luxembourg: B214830