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MESSAGE _ENGLISH VERSION_
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Current report No. 28/2025
18 November 2025
Title: Information on the amended nancing of Allegro Group
Legal basis: art. 17 MAR
The Board of Directors of Allegro.eu SA _the "Company"_ hereby informs
that, with reference to:
- the current report No. 23/2023 of 6 November 2023, where the Company
announced the amendment of the Senior Facilities Agreement, extending
its duration by two years to 14 October 2027; and
- the current report No. 16/2025 of 25 June 2025, where the Company
announced the partial early prepayment of the Senior Facilities
Agreement,
on 18th November 2025 the Board resolved to approve the repayment of the
existing borrowings of Allegro Treasury S. r.l. _the "Current
Borrower"_, a subsidiary of the Company, under the senior facilities
agreement dated 29 September 2020 comprising a _i_ PLN 4,957,500,000
term loan facility and _ii_ two undrawn facilities in the amount of a
PLN 500,000,000 multi-currency revolving credit facility and a PLN
500,000,000 additional revolving credit facility _together the "Existing
Financing"_.
The Existing Financing shall be prepaid by the Current Borrower in full
and all existing facilities shall be discharged on the same day as the
completion of a new nancing as described below.
Concurrently, the Board of Directors of the Company hereby informs that
on 18th November 2025 the Board resolved to approve the entry into new
facilities _the "New Senior Facilities Agreement"_, which shall be made
available to Allegro sp. z o.o _the "New Borrower"_, an indirect
subsidiary of the Company, pursuant to an English law-governed senior
facilities agreement dated 18 November 2025 for a total amount of PLN
6,000,000,000 entered into by the New Borrower as borrower and
guarantor, Ceneo.pl sp. z o.o. as guarantor, Powszechna Kasa
Oszczędności Bank Polski S.A. acting as facility agent and security
agent _the "Security Agent"_ and the following lenders _jointly, the
"Lenders"_: Bank Gospodarstwa Krajowego, Bank Handlowy w Warszawie S.A.,
Bank Millennium S.A., Bank of China _Europe_ S.A. Spółka Akcyjna Oddział
w Polsce, Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A.,
CaixaBank, S.A. _Spółka akcyjna_ Oddział w Polsce, Credit Agricole Bank
Polska S.A., HSBC Continental Europe, Industrial and Commercial Bank of
China _Europe_ S.A. _Spółka Akcyjna_ Oddział w Polsce, ING Bank Śląski
S.A., mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A.,
Powszechny Zakład Ubezpieczeń na Życie S.A., Powszechny Zakład
Ubezpieczeń S.A., Raiffeisenbank a.s., Santander Bank Polska S.A.,
UniCredit SpA.
Under the New Senior Facilities Agreement, the Lenders make available to
the New Borrower the facilities in an aggregate amount equal to the
following commitments: _i_ a PLN 3,000,000,000 term loan facility _the
"New Term Loan Facility"_ and _ii_ a PLN 3,000,000,000 _equivalent_
multicurrency revolving credit facility _"New RCF" and, together with
the New Term Loan Facility, the "New Facilities"_.
The New Facilities will bear oating interest at a rate per annum equal
to WIBOR _or, in relation to any Loan in euro, EURIBOR_ _in each case
subject to a zero oor_ and an applicable margin in respect of the New
Term Loan Facility and the New RCF which in each case is subject to a
margin grid set out in the New Senior Facilities Agreement.
The nal maturity date for the both New Term Loan Facility and New RCF
is in November 2030 _i.e. the date falling ve years after the rst
utilization under the New Senior Facilities Agreement. Moreover the New
Borrower has an option to extend the nal maturity date in respect of
the New RCF, at any time during the life of the facility, by additional
60 months subject to Lenders consent on the terms set out in the New
Senior Facilities Agreement. There are no scheduled repayments due on
the New Term Loan Facility prior to its nal maturity date.
The New Facilities under the New Senior Facilities Agreement shall be
_i_ subject to a nancial covenant such that Total Net Leverage shall
not exceed the ratio of 4.50:1 and _ii_ unsecured, unless the conditions
to establishment of security interest set out in the New Senior
Facilities Agreement and named therein as "security trigger event"
occurs and continues. The security trigger event will occur if the total
net leverage _as dened in the New Senior Facilities Agreement_ exceeds
3.50:1 on any applicable test date set out in the New Senior Facilities
Agreement.
If the security trigger event occurs the Company shall procure that,
within a timeline set out in the New Senior Facilities Agreement, the
following security package is established in favour of the Security
Agent: _i_ registered and nancial pledge over shares in each borrower
and each guarantor, as the case may be, at the time of the security
trigger event, _ii_ registered pledge over key trademarks and a power of
attorney in respect of key web domains of the New Borrower and Ceneo.pl
sp. z o.o.; and _iii_ submission to enforcement by each borrower and
guarantor, as the case may be, at the time of the security trigger event
and by the relevant shareholder in respect of each pledge over shares.
It is intended that the New Borrower satises customary conditions
precedent to utilization and utilizes the New Facilities and that the
Current Borrower completes full repayment of the Existing Financing no
later than 30 November 2025. The Group will inform in a separate current
report if the intended date is not met or is rescheduled.
As a result of the Group completing the renancing of the Existing
Financing by drawing on the New Facilities, the balance of outstanding
senior unsecured bank borrowings will amount to:
- PLN 3,000,000,000, being the full New Term Loan Facility and
- PLN 2,000,000,000 of the PLN 3,000,000,000 New RCF, subject to initial
utilization request and leaving PLN 1,000,000,000 available as an
undrawn facility.
Allegro.eu is a Luxembourg public limited liability company _socit
anonyme_, registered ofce: 6, rue Eugne Ruppert, L-2453 Luxembourg,
Grand Duchy of Luxembourg,, R.C.S. Luxembourg: B214830.
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RB: Informacja o zmianie finansowania Grupy Allegro
