„DINO POLSKA” S.A. – Current Report No. 9/2017 - Information on completed public offering

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. 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Current Report No. 9/2017 – Information on completed public offering

Date: 20 April 2017

Body of the Report:

Dino Polska S.A. („Company”) hereby publishes information on the completed public offering of 48,040,000 series A shares with the par value of PLN 0.10 each („Offer Shares”) carried out by Polish Sigma Group S.à r.l. („Selling Shareholder”).

All capitalized terms not defined in this Current Report have the meanings assigned to them in the Company’s prospectus approved by the Polish Financial Supervision Authority (KNF) on 17 March 2017.

1) Start and end date of subscriptions for Retail Investors:

Start of subscription: 22 March 2017

End of subscription: 3 April 2017

Start and end date of subscriptions for Institutional Investors and Management Option Scheme Investors:

Start of subscription: 5 April 2017

End of subscription: 7 April 2017

2) The Offer Shares were allocated on 10 April 2017.

3) From the total number of 48,040,000 Offer Shares:

a) 2,402,000 Offer Shares were offered to Retail Investors,

b) 45,456,047 Offer Shares were offered to Institutional Investors, and

c) 181,953 Offer Shares were offered to Management Option Scheme Investors.

4) The reduction rate in individual tranches was as follows:

a) The average reduction rate of subscriptions for Retail Investors was: 75%.

b) There was no reduction of subscriptions for Institutional Investors and Management Option Scheme Investors.

5) As part of the sales offering of the Offer Shares, subscriptions were submitted in total for 55,247,241 shares, of which:

a) Retail Investors submitted subscriptions for 9,609,241 shares,

b) Institutional Investors submitted subscriptions for 45,456,047 shares, and

c) Management Option Scheme Investors submitted subscriptions for 181,953 shares.

6) Under the completed offering the Selling Shareholder allocated 48,040,000 Offer Shares, of which:

a) 2,402,000 Offer Shares were allocated to Retail Investors,

b) 45,456,047 Offer Shares were allocated to Institutional Investors, and

c) 181,953 Offer Shares were allocated to Management Option Scheme Investors.

7) The Final Price to be paid for the Offer Shares by Institutional Investors was PLN 34.50 per Offer Share;

The Final Price to be paid for the Offer Shares by Retail Investors was PLN 33.50 per Offer Share.

8) Subscriptions for Offer Shares were submitted by 4,038 investors, including:

a) 3,753 Retail Investors,

b) 282 Institutional Investors, and

c) 3 Management Option Scheme Investors.

9) The Selling Shareholder allocated 48,040,000 Offer Shares to 4,004 investors, including:

a) 3,719 Retail Investors,

b) 282 Institutional Investors, and

c) 3 Management Option Scheme Investors.

10) Underwriters did not acquire any Company shares in performance of the Underwriting Agreement.

11) The value of the completed public offering for the sale of 48,040,000 Offer Shares was PLN 1,654,978 thousand.

12) As at the date of this Report, the Company does not have information about the final settlement of the issue costs. These costs will be published in the form of a current report after receiving a breakdown and approval of all costs from all the entities involved in the work on preparation and completion of the Offering.

13) As at the date of this Report, the Company does not have information about the final settlement of the issue costs and consequently the average cost of carrying out the sale per Offer Share is not known. These costs will be published in the form of a current report after receiving a breakdown and approval of all costs from all the entities involved in the work on preparation and completion of the Offering.

Legal basis: Article 56 Section 1 Item 2 letter a) of the Act of 29 July 2005 on Public Offering and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies in connection with § 33 Section 1 of the Finance Minister’s Regulation of 19 February 2009 on current and periodic information transmitted by securities issuers and the conditions for recognizing information required by legal regulations of a non-member state as equivalent.