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MESSAGE _ENGLISH VERSION_ |
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Current Report No. 53/2026 Date: 28 September 2026 Subject: Resolutions of the Board of Directors regarding recommendations for the upcoming General Meetings Legal basis: Article 17 sec. 1 of MAR - inside information The Board of Directors of Allegro.eu _the "Company" or "Allegro"_ hereby announces that during its meeting on 28 September 2026, it resolved to submit specific recommendations to the upcoming Company's Ordinary General Meeting and Extraordinary General Meeting. The General Meetings, during which the below recommendations will be considered, is planned for 18 November 2026. The meetings will be formally convened in the usual manner in the coming days, at which time the formal convening notice, the full text of the proposed resolutions, and their detailed justifications will be published and presented to the shareholders. Specifically, the Board resolved to recommend _and in the case of Mrs. Ostap-Tomann, reiterates its previous recommendation_ that the Ordinary General Meeting adopts the following resolutions: 1. The appointment of three new independent Non-Executive Directors of Allegro: Rakhi Goss-Custard, Anna Mankiewicz-Rębkowska, and Anna Pawlak-Kuliga, effective from 1 January 2027. 2. The appointment of Katarzyna Ostap-Tomann as an Executive Director of Allegro, with effect as of 18 November 2026. As previously announced in current report No. 34/2026 dated 27 July 2026, the Board had already resolved to recommend her appointment to the upcoming General Meeting. This item is reiterated here to provide a complete overview of the proposed changes to the Board's composition. Katarzyna Ostap-Tomann will serve as the Chief Financial Officer and a Member of the Management Board of Allegro sp. z o.o., effective from 1 October 2026. The Board will also recommend to the shareholders the extension of the maximum price for the share buyback program _announced on 25 June 2026_. The Board proposes that shareholders authorize an increase in the maximum purchase price in the share buyback to PLN 65.00 per share. The total amount allocated to the entire program would remain unchanged _PLN 1.6 billion_. Furthermore, the Board resolved to recommend that the Extraordinary General Meeting adopt the following resolution: The cancellation of 17,879,330 shares repurchased by the Company during Phase I of the share buyback program, which will reduce the Company's share capital. The Company also informs that on the day of the Board meeting, Mr. Richard Sanders submitted his resignation from the position of Non-Executive Director of the Company effective as of the date of the upcoming Ordinary General Meeting. The professional biographies of the newly recommended candidates for Directors are presented below _the professional biography of Katarzyna Ostap-Tomann was previously published in current report No. 34/2026 dated 27 July 2026_: Rakhi Goss-Custard spent over twelve years running large, complex businesses at Amazon and has spent the last decade applying that commercial experience across public and private company boards in digital, retail, financial services and travel. She joined Amazon UK in its early years and was part of the team that scaled it from a start-up into one of the country's largest retailers. As a member of the UK Executive Team, she held P_L responsibility across media, hardlines and digital categories representing over 3 billion of revenue. She built Amazon UK's first formal pricing policy, launched new digital categories and helped scale the business through periods of rapid and often disruptive growth. This operating background gives her a practical, hands-on perspective on commercial strategy. She currently serves on the board of Trainline, where she chairs the Remuneration Committee. Her previous board roles include Schroders, Rightmove, Kingfisher _where she also chaired the Remuneration Committee_ and Nisbets _where she chaired the Digital and Marketing Committee_. Across these roles she has worked alongside management teams navigating digital transformation and business-model change, with a particular focus on growth strategy, pricing and digital proposition. Earlier in her career, Rakhi worked at Oliver Wyman and in start-up environments. She holds a degree from the University of Pennsylvania. Anna Mankiewicz-Rębkowska is an accomplished senior banking executive with twenty years of experience in top-tier banks and in strategy consulting gained in Asia, Australia and Europe. She specialises in retail banking and wealth management, digitisation and innovation, and large-scale transformations. She began her career in strategy consulting with The Boston Consulting Group, first in the Amsterdam office from 2009 and later in Sydney from 2012, specialising in corporate strategy for financial institutions, transformations and technology. Between 2013 and 2020 she held various leadership roles at the Commonwealth Bank of Australia, where she gained valuable experience in retail banking, sales channels, digitisation and innovation. Most recently, she was a member of the leadership team for retail banking and wealth management across 18 Asian, European and Middle Eastern markets, reporting into Citibank's regional office in Singapore. In this role she built a strong background in customer segmentation, acquisition and retention, loyalty and digital banking, with P_L accountability for the Citigold and Citigold Private Client segments. She is a Member of the Supervisory Board of Bank Millennium S.A. and of Luxmed Ubezpieczenia TUiR S.A. _a Bupa company_. She holds dual master's degrees from the Warsaw School of Economics. Anna Pawlak-Kuliga is President International at Avis Budget Group, a Fortune 500 company, where she is responsible for the overall leadership of the company's regions of Europe, the Middle East, Africa, Asia, Australia and New Zealand. Previously she was Global CFO of IKEA Retail and CEO and President of IKEA Group China. She also served as CEO of IKEA Poland and held leadership roles in the UK and Poland across finance, operations and real estate. Her experience includes leading omnichannel transformations at global level, digital and operational restructuring, and international expansion. She has worked on a number of innovative solutions, including partnerships with Alibaba and Tencent in China, and led investment strategies in renewable energy in Poland. Anna has held various governance roles across IKEA Group companies and was a member of the Executive Committee of the European Union Chamber of Commerce in China. She serves on the Programme Council of the UN Global Compact and the Executive Education Advisory Board of Kozminski University, and is a supervisory board member of Netguru. She holds a Master's degree in Law and Administration from Adam Mickiewicz University in Poznań. Allegro.eu is a Luxembourg public limited liability company _socit anonyme_, registered office: 6, rue Eugne Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, R.C.S. Luxembourg: B214830.
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