Allegro.eu: Announcement of Intention to Float on the Warsaw Stock Exchange

POZNAN, Poland, Sept. 14, 2020 /PRNewswire/ --

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and does not an offer of securities for sale or subscription in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed offering (the "Offering") will be made, and any investor should make their investment decision solely on the basis of the information that is contained in the prospectus (the "Prospectus") expected to be published by Allegro.eu, a public limited liability company (société anonyme) formed and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and registered with the R.C.S. Luxembourg under number B 214830 (the "Company", or the "Issuer") in due course in connection with the admission of its ordinary shares ("Shares") to trading on the Warsaw Stock Exchange ("Admission"). A copy of the Prospectus will, following publication, be available from the Company's website at www.allegro.eu/ipo, subject to applicable securities regulations.

Risk is inherent in each investment decision. Investing in Shares is connected with a number of risks including, but not limited to, the financial risk resulting from a decline in the price of Shares or the limitation of their liquidity. With all investment decisions it is necessary to define future profit and assess the risk connected with it. Investing in shares implies the risk of losing part or all the invested funds, and even the necessity of incurring additional costs.

Nieodłączną częścią każdej inwestycji jest ryzyko. Inwestowanie w Akcje wiąże się z szeregiem ryzyk, w tym z ryzykiem finansowym związanym między innymi ze spadkiem kursu Akcji lub ograniczeniem ich płynności. Podjęcie każdej decyzji inwestycyjnej wiąże się między innymi z koniecznością określenia przyszłego dochodu oraz oceny ryzyka z nim związanego. Inwestowanie w akcje wiąże się z ryzykiem utraty części lub całości zainwestowanych środków, a nawet koniecznością poniesienia dodatkowych kosztów. 

14 September 2020

Allegro.eu

Announcement of Intention to Float on the Warsaw Stock Exchange

Allegro.eu ("Allegro" and, together with its subsidiaries, the "Group"), Poland's number one commerce platform and the most recognized e-commerce brand in the country with a customer base of approximately 12.3 million active buyers and approximately 117,000 merchants, today announces its intention to undertake an initial public offering via a placing to institutional and retail investors. Allegro intends to apply for listing and admission of the Group's ordinary shares on the main market of the Warsaw Stock Exchange.

Commenting on today's announcement, François Nuyts, Chief Executive Officer, said:

"I am delighted to announce Allegro's intention to float on the Warsaw Stock Exchange. Allegro is a unique success storyshaped over 20 years, from local start-up to a European e-commerce champion. Alongside 12.3 million active buyers and 117,000 merchants, we are leading the digital transformation of Poland's economy and improving the everyday lives of millions of Poles and thousands of SMEs.

Allegro has demonstrated exceptional growth, profitability and cash generation at scale over time. We have seen an acceleration of growth over the last three years thanks to our ongoing strategic initiatives and investments, with annual GMV and net revenue reaching approximately 25% and over 30% growth, respectively, in 2019, and GMV and net revenue growth each over 50% in the first half of 2020. Adjusted EBITDA saw a similar trend, growing at 20% in 2019 and 28% in the first half of 2020 with margins in excess of 45%. Today marks a new phase in Allegro's growth journey as we invest in innovation; bring even more customers to our platform; invest in our people; and create the best possible experience for our buyers and merchants. We are proud to offer institutions and individuals the chance to take part - and we intend for every Allegro employee to become an owner of the company too."

About Allegro

Allegro is the number one commerce platform in Poland and has delivered strong revenue growth, profitability and cash flow at scale. The Group operates the leading online marketplace in Poland, Allegro.pl, and the leading price comparison platform in Poland, Ceneo.pl. The Group targets the retail market in Poland, which had an estimated size of PLN 621 billion (USD 156 billion) in 2019, and the Group's gross merchandise value ("GMV") accounted for approximately 3% of this market, which is forecasted to grow to PLN 724 billion (USD 182 billion) by 2024. As the most recognized e-commerce brand and the largest non-food retailer by GMV in Poland, Allegro.pl is also one of the world's top ten e-commerce websites and among the top 100 websites in the world by visits per month[1].

Merchants on the Group's e-commerce marketplace sell across a variety of categories covering electronics, home and garden; sports and leisure; kids; automotive; fashion and shoes; health and beauty; books, media, collectibles and art; and supermarket. The Allegro.pl marketplace platform facilitates the sale of new products primarily on behalf of merchants through a business-to-customer model and attracts visits from an average of 20 million internet users per month, which is equivalent to 76% of all internet users in Poland. The Group's e-commerce marketplace has a user base of approximately 12.3 million active buyers who connect with approximately 117,000 merchants, which resulted in an average of 32 million monthly transactions in the twelve months ended June 30, 2020. The Group's e-commerce marketplace generated GMV of PLN 28.4 billion (USD 7.1 billion) for the twelve months ended June 30, 2020.

Reasons for the Offering

The Group believes the Offering is a logical and significant next step for the Group in its development. It also believes the Offering will strengthen the Group's financial position by enabling it to repay part of its outstanding debt, support the Group's growth plans by increasing its public profile and brand awareness, and create a new long-term shareholder base for the Group, including employees, as well as liquidity for its existing and future shareholders.

Competitive Strengths

The Group believes its success is attributable to the following key strengths:

Allegro is the go-to commerce platform in a large, resilient and under-penetrated retail market

Platform[2]:

Market[3]:

The Group's superior value proposition benefits from the "flywheel" effect, underpinned by an unparalleled focus on "retail basics".

For buyers:

For merchants:

Allegro's continuous platform innovation,including a focus on delivery and the SMART! loyalty program, drives improving user experience for buyers and merchants

Allegro provides a unique combination of growth, profitability and cash conversion at scale

Allegro's distinctive buyer and merchant-centric culture is nurtured by its highly experienced management team

Future strategy

Allegro's strategy is to offer buyers and merchants continuously improving, unparalleled value. The Group will seek to achieve this through a combination of a focus on "retail basics" relating to its platform in Poland, supported by complementary strategic initiatives and potentially supplemented by international expansion. These initiatives include:

Recent Trading

There has been no significant change in the financial or trading position of the Group since June 30, 2020. However, the Group has continued to note strong GMV growth of 48% and 51% in July and August, respectively, based on the Group's internal management accounts. Factors include continued strong additional demand associated with increased e-commerce penetration resulting from changed buyer behavior following the COVID-19 pandemic lockdown. 

Offering Highlights

Should the Group proceed with the IPO, it is expected to have the following features:

The Group has engaged Goldman Sachs International and Morgan Stanley & Co. International plc, as global coordinators and joint bookrunners; Barclays Bank PLC, BofA Securities Europe SA, Citigroup Global Markets Limited and Dom Maklerski Banku Handlowego S.A., as joint bookrunners; Santander Bank Polska S.A and BM PKO BP as joint bookrunners and co-offering agents in Poland in connection with its offer to retail investors; and Bank Polska Kasa Opieki Spółka Akcyjna, Crédit Agricole Corporate and Investment Bank, Erste Group Bank AG, Pekao Investment Banking S.A. and Raiffeisen Centrobank AG, as co-lead managers, in the event the IPO proceeds.

Lazard & Co., Limited ("Lazard") is acting as Financial Adviser to the Group

The Issuer will be submitting a prospectus to the Luxembourg Financial Supervisory Authority (Commission de Surveillance du Secteur Financier) ("CSSF"). The prospectus has been prepared in accordance with the Prospectus Regulation and the Luxembourg Prospectus Law, as well as with the Act on Public Offering and other applicable legislation governing the public offering of securities in Poland. When the Prospectus is approved by the CSSF it will be published on the Luxembourg Stock Exchange's website (www.bourse.lu), and once its approval has been notified by the CSSF to the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego), it (together with its summary translated into Polish) will be published on the Issuer's website, for information purposes, and the co-offering agents' websites.

Enquiries

For additional information, please contact:

Media: FTI Consulting (London)Edward Bridges, Matt Dixon, Adam Davidson, Mike Coombes+44 (0)20 3727 1017 | [email protected]

NBS Communications (Warsaw)Anna Krajewska, Piotr Wojtaszek, Krzysztof Woch+48 22 826 74 18 | [email protected]

AllegroPaweł Klimiuk – Communication Director +48 66 44 12 000

Goldman Sachs International (Global Coordinator and Joint Bookrunner)Richard Cormack, Clif Marriott, Alex Garner, John Wilkinson+44 (0)20 7774 1000

Morgan Stanley (Global Coordinator and Joint Bookrunner)Henrik Gobel, Enrique Perez Hernandez, Bobby Shoraka, Stefan Krueger+44 (0)20 7425 8000

Lazard (Financial Adviser)Charlie Foreman, Nick Fowler, Bozidar Djelic+44 (0)20 7187 2000

Financial  Highlights

(1) "Active Buyers" represents, as of the end of a period, each unique email address connected with a buyer that has made a purchase on Allegro.pl (excluding eBilet) in the preceding twelve months.

(2) "LTM GMV per Active Buyer" represents GMV for the preceding twelve months as of the end of a period (excluding eBilet's tickets sales) divided by the number of active buyers at the end of such period.

(3) "GMV" means gross merchandise value, which represents the total gross value of goods and tickets sold on the platforms allegro.pl, allegrolokalnie.pl and ebilet.pl (including value added taxes).

(4) "Take Rate" represents the ratio of marketplace revenue divided by GMV after deducting the GMV generated by 1P retail sales (grossed up for VAT).

(5)"Adjusted EBITDA" represents operating profit before amortization and depreciation further adjusted to exclude transaction costs, monitoring costs, market strategy preparation costs, employee restructuring costs, regulatory proceeding costs, group restructuring costs, donations to various public benefit organizations, bonuses for employees and funds spent on sanitary protection of employees and management investment opportunities.

Board of Directors

The following individuals would be the directors of the board of Allegro as of the listing date.

Darren Huston

Darren Huston is the Chairman of the Issuer. Mr. Huston joined the Group as Executive Chairman in January 2017 and was first appointed as a member of the Issuer's Board on May 12, 2017. Previously, Mr. Huston was CEO of Booking.com and Group CEO of the Priceline Group and he has also held various roles with Microsoft (including as CEO of Microsoft Japan), Starbucks and McKinsey & Company. Mr. Huston is also the CEO and Founder of BlackPines Capital Partners. Mr. Huston has over 25 years of managerial and leadership experience. He holds an MBA degree from Harvard University and an MA in Economics from the University of British Columbia.

François Nuyts

François Nuyts is the CEO of the Group. Mr. Nuyts joined the Group as CEO in August 2018 and was appointed as a member of the Issuer's Board on September 1, 2020. Mr. Nuyts is also a member of the management board of Allegro and a member of the management board of Ceneo. Previously, Mr. Nuyts held various management roles with Amazon across Western Europe (England, France, Spain and Italy) where he was a part of its rapid expansion. Mr. Nuyts has over 20 years of experience in management and strategy consulting, including roles with Accenture and Kellogg's. Mr. Nuyts holds an MBA degree from Babson College MA.

Jonathan Eastick

Jon Eastick is the CFO of the Group. Mr. Eastick joined the Group as CFO in February 2018 and was appointed as a member of the Issuer's Board on September 1, 2020. Mr. Eastick is also a member of the management board of Allegro and a member of the management board of Ceneo. Previously, he was a director at Ernst & Young. Mr. Eastick has over 25 years of experience in finance and management including, over 16 years of experience in CFO roles at Netia, Polska Telefonia Cyfrowa and Lucent Technologies Poland. Mr. Eastick holds a Bachelor of Science in International Trade and Development Economics from London School of Economics and Political Science and is a British Chartered Accountant.

David Barker

David Barker led Cinven's investment in Allegro and has been a member of the boards of the Allegro and Ceneo operating companies since 2017. He was appointed a member of the Issuer's Board on September 1, 2020. Mr. Barker joined Cinven in 1996 and is a partner and a member of the Investment Committee at Cinven. He has been involved in many of Cinven's technology, media and telecom investments. Mr. Barker holds a BA degree from Cambridge University.

Richard Sanders

Richard Sanders led Permira's investment in Allegro and has been a member of the boards of the Allegro and Ceneo operating companies since 2017. He was appointed a member of the Issuer's Board on September 1, 2020. Mr. Sanders joined Permira in 1999 and is a partner and a member of the Investment Committee. At Permira, Mr. Sanders is the Co-Head of Technology and has extensive experience in the sector. Mr. Sanders holds an MA degree from Oxford University and an MBA degree from Stanford University.

Paweł Padusiński

Paweł Padusiński led Mid Europa Partners' investment in Allegro and has been a member of the boards of the Allegro and Ceneo operating companies since 2017. He was appointed a member of the Issuer's Board on September 1, 2020. Mr. Padusiński is a partner and the head of the Warsaw office at Mid Europa Partners where he has worked since 2005. Prior to joining Mid Europa Partners, Mr. Padusiński worked in the corporate finance department at PricewaterhouseCoopers LLP in Warsaw. Mr. Padusiński holds an M.Sc. in Finance & Banking and Strategic Management from the Warsaw School of Economics.

Nancy Cruickshank

Nancy Cruickshank was appointed a member of the Issuer's Board on September 1, 2020. Ms. Cruickshank is currently SVP Chief Digital Officer at Carlsberg, having held a NED position with the company for 18 months prior to joining the executive team. Ms. Cruickshank is also on the board of Bango Plc, OnMobile Global Ltd. and Flutter Entertainment Plc. After a six-year term, Ms. Cruickshank will step down from the OnMobile board by the end of 2020 by mutual agreement with that board's chairman. Previously, she was CEO & Founder of MyShowcase, a fresh and contemporary beauty retailer enabled by smart technology. Ms. Cruickshank has worked in the digital industry for almost 20 years, including launching Conde Nast online in 1996, overseeing Telegraph Media Group's digital business and developing the fashion and beauty market leader, Handbag.com between 2001-2006, leading to a successful sale to Hearst Corporation in 2006. Ms. Cruickshank holds a Bachelor of History from the University of Leeds.

Carla Smits-Nusteling

Carla Smits-Nusteling was appointed a member of the Issuer's Board on September 1, 2020. Ms. Smits-Nusteling is currently Chairwoman of the Board of Tele2 AB, Non-Executive Director and Audit Chair of Nokia Corporation, Non-Executive Director and Audit Chair of ASML and lay judge of the Enterprise Court of the Amsterdam Court of Appeal. Ms. Smits-Nusteling will step down from the ASML board on April 29, 2021 when her second term expires and on November 20, 2020, she will join the Board of Stichting Continuiteit Ahold Delhaize, a foundation organized under the laws of the Netherlands to safeguard the interests of Koninklijke Ahold Delhaize N.V. Previously, Ms. Smits-Nusteling was CFO and member of the Board of Management of Royal KPN N.V. and she held several finance and business related positions at Royal KPN N.V. and PostNL. Ms. Smits-Nusteling holds a Master's degree in Business Economics from the Erasmus University of Rotterdam and an Executive Master of Finance and Control degree from the VU University of Amsterdam.

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of the Company.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the "U.S. Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. The offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of Shares in the United States or any other jurisdiction other than Poland. Any Shares sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A.

This communication is only addressed to, and directed at, persons in member states of the European Economic Area and the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area, by persons who are not Qualified Investors.

This announcement does not constitute an offer or invitation for the sale, issuance or subscription for any Shares in any jurisdiction, nor does it purport to give legal, tax or financial advice. Nothing contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. Any subscription or purchase of Shares in the proposed Offering should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Offering. The information in this announcement is subject to change.

The Offering timetable, including date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "targets", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, outlook, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date of this announcement and cannot be relied upon as a guide to future performance.

Each of Goldman Sachs International, Morgan Stanley & Co. International plc, Barclays Bank PLC, BofA Securities Europe SA, Citigroup Global Markets Limited, Dom Maklerski Banku Handlowego S.A., Powszechna Kasa Oszczędności Bank Polski S.A. Oddział – Biuro Maklerskie w Warszawie, Santander Bank Polska S.A. – Santander Biuro Maklerski, Bank Polska Kasa Opieki Spółka Akcyjna, Crédit Agricole Corporate and Investment Bank, Erste Group Bank AG, Pekao Investment Banking S.A. and Raiffeisen Centrobank AG (together, the "Managers"), Lazard and the Company, and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

The Managers and Lazard are acting exclusively for the Company and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering of the Shares, each of the Managers and any of their affiliates, may take up a portion of the Shares in the Offering as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Managers and any of their affiliates acting in such capacity. In addition, certain of the Managers or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Managers nor any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

In connection with the Offering, a stabilization manager (or its agents) acting on behalf of itself and the Managers may to the extent permitted by, and in compliance with, applicable laws and regulations (in particular, Commission Regulation (EC) No. 596/2014 and Commission Delegated Regulation (EC) No. 1052/2016), over-allot shares or effect transactions on or off a regulated market, with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market. Such transactions may commence on or after the date of commencement of trading of the Shares on the Warsaw Stock Exchange and will end no later than 30 calendar days thereafter. There is no assurance that such transactions will be undertaken and, if commenced, they may be discontinued at any time. There shall be no obligation on the stabilizing manager to enter into such transactions. All such stabilization shall be conducted in accordance with applicable laws and regulations.

None of the Managers, Lazard or any of their respective affiliates or its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies or the selling shareholders, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of, or reliance upon, this announcement or its contents or otherwise arising in connection therewith.

Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, and the Company has not ascertained the underlying economic assumptions relied upon therein.

For the reader's convenience, a translation of certain złoty amounts into U.S. dollars has been presented in this announcement. The average exchange rate for the U.S. dollar convenience translations is PLN 3.9806 per USD 1.00, which was the National Bank of Poland exchange rate per U.S. dollar as of June 30, 2020. Such translations should not be viewed as a representation that such złoty amounts actually represent such U.S. dollar amounts, or could be or could have been converted into U.S. dollars at the rate indicated or at any other rate.

Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.

For the avoidance of doubt, the contents of the Company's website are not incorporated into, and do not form part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

[1] Source: SimilarWeb

[2] Source: OC&C

[3] Sources: OC&C, Euromonitor, OECD

[4] Source: CustomerGuru

[5] Source: CAMP

[6] Source: OC&C

[7] Exchange calculated at PLN 3.9806 per USD 1.00, as of June 30, 2020

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