„DINO POLSKA” S.A. – Dino Polska files prospectus with KNF

IMPORTANT INFORMATION

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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. 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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.

Dino Polska files prospectus with KNF

Dino Polska SA has filed its prospectus with the Polish Financial Supervision Authority (KNF) and plans to conduct a public offering and debut on the Warsaw Stock Exchange in the first half of 2017.

Only existing shares, belonging indirectly to Polish Enterprise Fund VI, managed by Enterprise Investors, will be offered in the public offering. The offering is planned to be directed to both Polish and foreign investors.

The Dino Group is the fastest-growing chain of proximity supermarkets in Poland in terms of average annual rate of growth in the number of stores in 2010–2015. In 2015 the Dino Group was also the second-largest in number of stores and in sales revenue terms chain of proximity supermarkets in Poland. By the end of November Dino chain includes 608 stores, located mainly in western Poland.

Szymon Piduch, CEO of Dino Polska SA, commented: “In recent years we have grown very dynamically, enlarging our chain from about 111 stores in 2010 to 608 by the end of November. This makes us the fastest-growing chain of proximity supermarkets in Poland in terms of average rate of growth in the number of stores and sales revenue in 2010–2015. We have further ambitious growth plans, calling for a denser network of stores in western Poland where we are already present, as well as expansion to the north and east of the country. We are encouraged by the market environment and good forecasts for the proximity segment in which we operate, with projections for average annual growth in sales through 2020 of 8.2%. Together with the shareholders, we determined that the present stage of growth is a good moment for the Company to go public. The final decision regarding the public offering, including its schedule, depends on a shareholder of the seller and the market situation. The public offering of Dino Poland will probably be the biggest IPO planned in 2017.”

More information regarding Dino Polska S.A.:

Dino is a nationwide network of medium-sized supermarkets located in close proximity to where customers live. Its grocery stores are open every day (except for non-trade Sundays) from 6:00 a.m. to 11:00 p.m.¹. The Dino network is one of the fastest growing retail grocery trade networks in Poland. At the end of September 2020 it consisted of 1,371 stores across Poland.

The Dino Group’s business model blends the advantages offered by the format of conveniently-located mid-sized supermarkets with the capability of rapidly opening new stores and offering an attractive assortment primarily entailing attractively-priced branded and fresh products.

Dino stores offer customers approximately 5 thousand stock keeping units (SKUs). Most of the SKUs are either fresh products or branded products, including a full range of groceries, household chemicals and cosmetics as well as small household articles and appliances. Every Dino store has a staffed meat counter, with the Agro-Rydzyna meat processing plant supplying high quality meat and cold cuts.

The Dino Group’s logistics network consists of five distribution centers located in Krotoszyn, Jastrowie, Wolbórz, Rzeszotary and Łobez. Its geographic range makes it possible to deliver fresh products to all of the stores in Dino’s network every day of the week.

At the end of September 2020 the Dino Group had 24.1 thousand employees.

The Company has been listed on the main floor of the Warsaw Stock Exchange since April 2017. Dino Polska S.A. is majority-owned by Polish capital.

^{1 Some stores are open for less than the standard working hours in connection with aligning their operation to local regulations.}

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.