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.

Supervisory Board Members
Professional curricula vitae
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Tomasz BiernackiChairman of the Supervisory Board

Tomasz Biernacki is the founder and main shareholder of Dino Polska S.A. In 1999, within the scope of his sole trader’s business, he opened the first store under the Dino Supermarket brand. In 2007, Tomasz Biernacki established Dino Polska sp. z o.o. which was subsequently transformed into the Company. From 2009 to 2010 Tomasz Biernacki managed the Dino Polska sp. z o.o. as the President of the Management Board. At present he is the Chairman of Supervisory Board of Dino Polska S.A. and a member of the authorities of numerous companies operating in various market sectors. Tomasz Biernacki has been a member of the Supervisory Board since 2010.

Eryk Bajer Member of the Supervisory Board

Eryk Bajer commenced his professional career as a broker on the Poznań Commodities Exchange where he worked from 1994 to 2002. Subsequently, from 2002 to 2004 he was the director of the export department at Zakłady Przemysłu Mięsnego Biernacki Wojciech Biernacki. From 2004 to 2009 he conducted his own sole trader’s business and since 2009 he has been the president of the management board of TBE sp. z o.o. Eryk Bajer is the graduate of the Poznań University of Life Sciences in Poznań (Akademia Rolnicza w Poznaniu), where he studied from 1988 to 1993 and was granted the degree of Magister Inżynier. Eryk Bajer has been a member of the Supervisory Board of Dino Polska since 2010.

Sławomir Jakszuk Independent Member of the Supervisory Board

Since 2007 Sławomir Jakszuk has been associated with the law office of Prof. Marek Wierzbowski i Partnerzy – Adwokaci i Radcowie Prawni where he has been partner since 2010. Sławomir Jakszuk commenced his professional career in 1991 as a specialist at Bank Własności Pracowniczej S.A. in the Capital Transactions Department (Biuro Operacji Kapitałowych). Subsequently, from 1994 to 2007 he was the deputy director of the Legal Department of the WSE. Sławomir Jakszuk is the graduate of the University of Warsaw where he studied from 1982 to 1989 and was awarded the degree of Magister of law. Subsequently, from 2000 to 2003 he went through the professional training for legal counsel (aplikacja radcowska) at the Regional Chamber of Legal Counsel in Warsaw upon completion of which he was awarded the professional title of legal counsel (radca prawny). From 2002 to 2004 he lectured in commercial and civil law at the Faculty of Management of the University of Warsaw and at the Romuald Kudliński OLYMPUS University (Szkoła Wyższa im. Romualda Kudlińskiego OLYMPUS). Sławomir Jakszuk has been a member of the Supervisory Board of Dino Polska since 2015. Sławomir Jakszuk satisfies the independence criteria as stated in the Auditors’ Act.

Piotr NowjalisIndependent Member of the Supervisory Board

Since September 2008 Piotr Nowjalis has been associated with CCC S.A. with which he cooperated as the Finance Director and from December 2008 to 4 January 2017 was the vice president of the management board responsible for finance (on 21 November 2016, Piotr Nowjalis submitted his resignation from the position of the vice president of the management board of CCC S.A., effective on 4 January 2017). On 10 January 2017, he was appointed as a member of the supervisory board of CCC S.A. Piotr Nowjalis commenced his professional career in 1997 as a specialist in finance at Polskie Linie Oceaniczne S.A. Subsequently, in 1998, he worked as finance specialist at Lotos S.A. From 1999 to 2002 he was the Managing Director – Finance Director at KGHM S.A., from 2002 to 2003 he was the Business Director at M&S Pomorska Fabryka Okien sp. z o.o. In 2003 and 2004 he was associated with AB S.A., first as Finance Director (2003) and then as the vice president of the management board responsible for finance. Piotr Nowjalis was also a member of supervisory boards in the following companies: Rotopino.pl S.A. (from 2011 to 2013); Vantage Development S.A (from 2011 to 2015), where he acted as chairman of the audit committee, TIM S.A. (from 2010 to 2016) and since 2015 at Eobuwie.pl S.A. Piotr Nowjalis is the graduate of the University of Gdańsk where he studied from 1992 to 1997 at the Faculty of Economics and was awarded the degree of Magister in international business and political relations and, subsequently, at the Faculty of Law and Administration where he was awarded the degree of Magister in administration. From 2012 to 2014 he attended Executive MBA post-graduate studies at the Leon Koźmiński Academy in Warsaw. Piotr Nowjalis has been a member of the Supervisory Board of Dino Polska since 2015. Piotr Nowjalis satisfies the independence criteria as provided for in the WSE Best Practices and the independence criteria as stated in the Auditors’ Act and has qualifications in accounting or auditing.

Maciej Polanowski Member of the Supervisory Board

Maciej Polanowski commenced his professional career in 1991 as a member of the Agrofirma Spółdzielcza cooperative and in 2013 he was promoted to the position of the president of the management board of the Agrofirma Spółdzielcza cooperative. Since 2013 Maciej Polanowski has also been the president of the management board of AG Recykling sp. z o.o. Maciej Polanowski has been a member of the Supervisory Board of Dino Polska since 2010.

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