„DINO POLSKA” S.A. – Financial Supervision Authority approves prospectus of Dino Polska S.A.

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.

Financial Supervision Authority approves prospectus of Dino Polska S.A.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

This press release is an advertisement and not a prospectus within the meaning of the applicable laws. This press release is not an offer to sell securities or the solicitation of an offer to buy securities. Any offer of securities to the public referred to in this press release will be made only on the basis of information contained in the Polish-language prospectus (the “Prospectus”) to be published on 20 March 2017 by Dino Polska S.A. (the “Company”) in connection with the planned initial public offering of its shares in Poland and its intention to admit and introduce its shares to trading on the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.). The Prospectus was approved by the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) on 17 March 2017 and will be published and available on the Company’s website and, for information purposes only, on the website of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (“PKO BP Securities”).

The Polish Financial Supervision Authority (KNF) approved today the Prospectus of Dino Polska S.A. (the “Company”, “Dino”), one of the fastest-growing supermarket chains in Poland. The Company intends to publish the Prospectus on 20 March 2017.

It is anticipated that the public offering (the “Offering”) of shares in Dino Polska S.A. will include no more than 48,040,000 existing series A ordinary shares, representing 49% of the Company’s share capital, owned by the selling shareholder, Polish Sigma Group S.à r.l. with its registered office in Luxembourg (belonging to Polish Enterprise Fund VI, managed by Enterprise Investors).

The Offering will be addressed to retail and institutional investors in Poland, and to selected foreign institutional investors outside of the United States in reliance on Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”) and to qualified institutional buyers in the United States pursuant to and subject to the requirements of Rule 144A of the Securities Act.

It is anticipated that after completion of the Offering, Tomasz Biernacki (Dino’s founder), holding 50,000,000 ordinary shares representing 51% of the Company’s share capital, will remain the Company’s majority shareholder.

PKO BP Securities, UBS Investment Bank and Wood & Company Financial Services, a.s. Spółka Akcyjna (Oddział w Polsce) will act as Joint Global Coordinators and Joint Bookrunners. Erste Group Bank AG will be acting as a Joint Bookrunner. The Offering Agent and the Stabilizing Manager will be PKO BP Securities.

Szymon Piduch, CEO of Dino Polska S.A., commented: “We are pleased with today’s approval of the prospectus and plan to launch the public offering. We have ambitious growth plans, calling for both gradual intensification of the store network in provinces where Dino is already present and gradual expansion into new regions. By the end of 2020 we plan to exceed 1,200 stores. Dino’s market environment is encouraging and the proximity supermarket segment is promising. We anticipate continuation of the positive macroeconomic trends in 2017 and beyond. Listing on the Warsaw Stock Exchange and becoming a public company will be another major milestone for Dino Group.”

Detailed information about the Offering is presented in the Prospectus approved by KNF, which will be available on the Company’s website at www.grupadino.pl and the website of the Offering Agent, PKO BP Securities, at www.dm.pkobp.pl.

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.}

Legal disclaimer:

This press release does not comprise a prospectus for the purposes of Directive 2003/71/EC and does not contain or constitute or form part of any offer or invitation, or any solicitation of an offer, for securities and should not be relied on in connection with any contract or commitment whatsoever. The offering of the securities referred to in this press release (the “Offering”) and the distribution of this press release and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release is not an offer for sale of securities of the Company in the United States. Securities of the Company referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company has not registered and does not intend to register any portion of the Offering in the United States or to conduct a public offering of any securities in the United States and any sale of the securities of the Company referred to herein in the United States or to U.S. persons will be made pursuant to an exemption from the registration requirements under the U.S. Securities Act of 1933, as amended and accordingly will be made only to persons who are “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended. Copies of this press release and the information contained herein are not being, and should not be, distributed or sent (directly or indirectly) into the United States.

This press release is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the “Order'”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the Offering may lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons'”). Any investment activity to which this press release relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. The Offering will not be made to the public in the United Kingdom.

This press release is for promotional purposes only and under no circumstances shall constitute an offer or invitation, of form the basis for a decision, to invest in the securities of the Company. The Prospectus prepared in connection with the Offering and admission and introduction of the Company’s shares to trading on the regulated market of the Warsaw Stock Exchange will be the sole legally binding document containing information about the Company and the Offering in Poland. The Company will be authorised to carry out the Offering to the public in Poland based on published Prospectus approved by the Polish Financial Supervision Authority. For the purposes of the Offering in Poland and the admission and introduction of the Company’s shares to trading on the main market of the Warsaw Stock Exchange, the Company will make the Prospectus available on the Company’s website and, for information purposes only, on the website of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie.

This press release does not constitute a recommendation within the meaning of the Regulation of the Polish Minister of Finance Regarding Information Constituting Recommendations Concerning Financial Instruments or Issuers Thereof dated 19 October 2005.

No reliance may be placed for any purpose whatsoever on the information contained in this press release, any verbal discussion thereof, and such information may not be complete or accurate.

Acquiring investments to which this press release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering investment should consult an authorized person specializing in advising on such investments.

Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie, UBS Limited, WOOD & Company Financial Services, a.s. Spółka Akcyjna, Oddział w Polsce and Erste Group Bank AG are acting solely for the Selling Shareholder and the Company and no one else in connection with the Offering, and will not be responsible to anyone other than the Selling Shareholder and the Company for providing the protections afforded to their clients nor for providing advice in connection with the Offering.

Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company and Dino Group. You can identify forward-looking statements by terms such as ‘expect’, ‘believe’, ‘anticipate’, ‘estimate’, ‘intend’, ‘will’, ‘could’, ‘may’ or ‘might’ or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including risks specifically related to the Company, Dino Group and their operations.