Dino

IMPORTANT INFORMATION

Prior to obtaining access to the information placed on this website, please read carefully the following important information regarding the terms of access to this website and of the use of the information contained herein. Please note that the important information presented below may be changed or updated. Consequently, it should be read and analysed in whole whenever this website is accessed in the future. THE MATERIAL CONTAINED ON THIS WEBSITE IS NOT INTENDED FOR RELEASE, DISSEMINATION, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE TERRITORY OF THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISSEMINATION, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS OR WOULD REQUIRE REGISTRATION. The materials to which you will gain access relate to or are connected with (i) an initial public offering in the territory of Poland of up to 48,040,000 ordinary shares (the “Sale Shares”) in Dino Polska S.A with its registered office in Krotoszyn (the “Company”), with a nominal value of PLN 0.10 each (the “Offering”), conducted by Polish Sigma Group S.à r.l. (the “Selling Shareholder”), and (ii) with the seeking of the admission and introduction of 98,040,000 ordinary shares with a nominal value of PLN 0.10 each (the “Shares”), including the Sale Shares, to trading on the regulated market of the Warsaw Stock Exchange (the “Admission”). On 17 March 2017, the Financial Supervision Authority approved the prospectus (the “Prospectus”) prepared in connection with the Offering and the Admission. The Prospectus (in Polish), together with any supplements and update communications thereto, and with the announcement of the final number and price of the Sale Shares offered in the Offering (upon its drafting and publication), will be posted on, and will, during its validity period, continue to be available in an electronic form on the Company’s website (www.grupadino.pl) and at the website of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (www.dm.pkobp.pl) – solely for information purposes. The Prospectus is the sole legally binding offering document which contains, for the purposes of the Offering and the Admission, information about the Company, the Shares (including the Sale Shares) and the Offering. Materials posted on this website include the Prospectus with any supplements and update communications thereto, if any, the announcement of the final number and price of the Sale Shares offered in the Offering (upon its drafting and publication) and information which is either of promotional nature for the purposes of the Offering and the Admission or constitutes information disclosed by the Company to the public in the performance of the Company’s disclosure obligations under the applicable laws and regulations. These materials do not constitute an offer for the sale of securities in the United States, Canada, Japan, Australia, or any other jurisdiction where such offer for sale would constitute a violation of the applicable laws or would require registration. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933 (the “U.S. Securities Act”). Securities of the Company have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act. Neither the Prospectus nor the securities of the Company covered thereby have been or will be registered, approved or notified in any country other than the Republic of Poland, specifically in accordance with the laws enacted based on Directive 2003/71/EC of the European Parliament and of the Council, as amended, and they cannot be offered or sold outside the territory of the Republic of Poland (including within the territory of other countries of the European Union or the United States of America, Canada, Japan or Australia) unless in any relevant state such offer or sale could be effected in compliance with the law without the need for the Company, the Selling Shareholder or their respective advisors for the purpose of the Offering to comply with any additional legal requirements. Any investor residing in or having its registered office outside the Republic of Poland should review the relevant regulations of Polish law as well as the regulations of other countries which may apply thereto in connection with the participation in the Offering. WE HEREBY INFORM YOU THAT THE MATERIALS AND INFORMATION TO WHICH YOU WILL BE GRANTED ACCESS AND THE USE OF SUCH MATERIALS AND INFORMATION: (I) ARE SUBJECT TO THE ABOVE RESTRICTIONS; (II) ARE DIRECTED TO PERSONS RESIDING IN AND ACCESSING THIS WEBSITE FROM THE TERRITORY OF THE REPUBLIC OF POLAND; (III) ARE NOT DIRECTED TO U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OF, OR ON BEHALF OF, A U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT); (IV) ARE NOT DIRECTED  TO PERSONS RESIDENT OR WITH A  REIGSTERED OFFICE IN CANADA, JAPAN OR AUSTRALIA, OR IN ANY OTHER JURISDICTION WHERE ACCESSING THE MATERIALS AND INFORMATION CONTAINED ON THIS WEBSITE WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LOCAL LAWS OR WOULD REQUIRE REGISTRATION OR OBTAINING A PERMIT. Please note that reviewing and accessing these materials in violation of the above may constitute a violation of securities laws, in particular in Poland and the United States.

Assessment and prognosis for the retail market and proximity segment in Poland

 The management board of Dino Polska SA, one of the fastest-growing chains of proximity supermarkets in Poland, anticipates further growth in the retail food market, including the proximity segment, in 2017. In recent years the group has generated double-digital rates of revenue growth year-on-year, as a result of high sales in existing stores (like for like) and in newly opened locations.

The sales results of the Dino chain in recent years have been positively influenced by dynamic growth in the number of stores, growth in sales at existing stores, the encouraging macroeconomic situation in Poland supporting growth in consumer spending, and the consistent implementation of Dino’s strategy for growing on the promising segment of proximity supermarkets.

In 2016 the Dino chain grew by 117 locations, and on 31 December 2016 had a total of 628 stores.

The Management Board of Dino Polska SA perceives the most important consumer trends affecting the behaviour of Polish customers on the retail food market, including proximity supermarkets, as first and foremost a fast-paced lifestyle, the new model for the family (including a growing number of single-person households and the growing professional activity of women), regional growth supported by EU funds, and the increasing similarity between the expectations of customers from smaller towns and the purchasing preferences in large cities.

Szymon Piduch, CEO of Dino Polska SA, commented: “The growth observed in the Polish food retail market is an effect of the encouraging macroeconomic situation, growing disposable income, and thus an increase in consumer spending. The government’s Family 500+ program and the steady increase in minimum wages promote individual consumption in Poland. This is particularly noticeable in smaller towns where Dino stores are located. The company is observing a growing number of customers spending more on their purchases at our stores, and since the end of 2016 the dynamic of consumer prices has contributed to an increase in like-for-like revenue”.

“We anticipate that the positive macroeconomic trends will continue in 2017. Rising inflation, the increase in the minimum wage from January of this year, and continuation of the Family 500+ program will have a positive impact on the retail food market”.

“We operate on the promising segment of proximity supermarkets, which according to market forecasts will be the fastest-growing retail food segment in Poland in 2015–2020 in terms of the average annual increase in the number of stores”.

 “The fast life style connected with longer and longer worker hours is a major factor shaping shopping habits. Customers want to buy grocery products at locations that are nearby and convenient to them, shopping even several times a week. Meanwhile, health and consumer awareness is growing, which also contributes to the great interest in fresh, local products, perceived as healthier. The proximity supermarket segment meets customers’ changing preferences, combining a location convenient for the customer with a wide assortment, and high quality. Thanks to the scale of operations achieved by the Dino chain, we are also in a position to offer our customers attractive prices, competitive with the largest discount chains. The relatively small area of the stores in proximity segment, compared to large supermarkets, further encourages fast and easy shopping. While adapting to the new family model, proximity supermarkets also attract customers with a wide range of ready-to-eat and partially prepared products”.

“Because of consumer trends, with the right floor area and logistics the proximity segment has huge potential for regional growth, particularly in smaller cities where the residents want access to modern retail formats and a shopping experience similar to that in big cities”.

According to a report by Roland Berger, proximity supermarkets have grown faster (8.1% annually in 2010–2015) than large supermarkets, because their stores are located close to residential areas and smaller towns, and their product line is sufficiently diverse and also includes fresh produce.

 

Disclaimer

This document (and the information contained herein) is not an offer of securities for sale, or the solicitation of an offer to purchase securities, in the U.S. Securities may not be offered or sold in the U.S. absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or an exemption from registration. The securities referred to herein have not been and will not be registered under the Securities Act. No public offering of the securities will be made in the U.S.

This document is an advertisement and not a prospectus for the purposes of applicable measures implementing EU Directive 2003/71/EC (as amended) (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive and other applicable regulations, the “Prospectus Directive”) and as such does not constitute an offer to sell, or the solicitation of an offer to purchase, securities. A prospectus will be published, which when approved by the Polish Financial Supervision Authority – the Polish capital markets authority, will be the sole legally binding document containing information on Dino Polska S.A. (the “Company”) and the offering of the Company’s securities in Poland as well as on their admission and introduction to trading on a regulated market organized by the Warsaw Stock Exchange.

It may be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in the U.S., Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in the U.S., Canada, Japan or Australia.

Contact for media

Beata Cioczek (M+G)

tel: +48 22 416 01 02

mob: +48 508 385 432

e-mail: media@marketdino.pl

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