Current report No. 4/2022

Title: Inside information – extension of the merger approval proceedings conducted by the Polish antitrust authority

Legal basis: Art. 17 sec. 1 MAR – inside information

Acting on the basis of Art. 17 sec. 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC ("MAR"), with reference to: current report No. 14/2021 of 4 November 2021 on the execution of agreement to acquire Mall Group a.s. and WE|DO CZ s.r.o. (the "SPA"), the Board of Directors of Allegro.eu (the "Company", "Allegro.eu") hereby gives notice that on 21 January 2022 it learned that the President of the Office of Competition and Consumer Protection (the “OCCP”), as the antimonopoly authority in Poland, has issued an order to extend the merger approval proceedings by moving the proceedings to the so-called second stage.

It follows from the above that the one month statutory time limit for issuing a decision by the OCCP is extended by four months. These deadlines do not include periods of waiting for Allegro.pl sp. z o.o.'s (subsidiary of the Company being the applicant in the proceedings) response to OCCP's requests to remove deficiencies or supplement information provided in the notification.

According to the OCCP’s decision, the proceedings were extended owing to the particularly complex nature of the case as well as the need for UOKiK to conduct market research before issuing a decision. The research is to cover both competitors and contractors of the parties to the concentration in order to verify the market shares of Allegro.pl sp. z o.o. and to learn about the opinions of market participants on the concentration, including as to potential threats.

The Company notes that the OCCP’s passing a decision approving the execution of the Transaction is a condition precedent on which completion of the Transaction is contingent.

Currently, as at the date on which this current report was published, four conditions precedent stipulated in the SPA have been fulfilled, relating to (i) the FDI clearance in Slovenia (in accordance with current report No. 19/2021), (ii) consent of the Office for the Protection of Competition, as the antimonopoly authority in the Czech Republic, to complete the Transaction (in accordance with current report No. 21/2021), (iii) consent of the Antimonopoly Office, as the antimonopoly authority in the Slovak Republic, to complete the Transaction (in accordance with current report No. 22/2021), and consent of the Antimonopoly Committee of Ukraine to complete the Transaction (in accordance with current report No. 1/2022).

At the same time, the two other conditions precedent stipulated in the SPA with regard to the clearance from the relevant antimonopoly authorities and mentioned in current report No. 14/2021 of 4 November 2021 are yet to be fulfilled, i.e. the condition to obtain the OCCP’s consent and the condition to obtain a consent of the antitrust authority in Slovenia.

Capitalized terms used but not defined in this current report have the meanings ascribed to them in current report No. 14/2021 of 4 November 2021.

Allegro.eu is a Luxembourg public limited (société anonyme), registered office: 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg, Luxembourg Business Register: B214830