Registration Form • Apr 11, 2025
Registration Form
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Report Content 6/2025 Registration of amendments to Company'sStatutes
Regulatory filling
The Management Board of Agora S.A. with itsregistered seat in Warsaw ("Company", "Agora") informs that it haslearned about the registration by the District Court for the CapitalCity of Warsaw in Warsaw, 13thCommercial Division of theNational Court Register, on April 11, 2025, amendment to the Statutes ofAgora, made pursuant to resolution No. 5 of the Extraordinary GeneralMeeting of the Company, adopted on March 28, 2025, with the followingwording:
After § 7(4) of the Company's Articles ofAssociation, sections 5, 6 and 7 will be added, which will read asfollows:
"5. The Company's share capital was increasedconditionally based on Resolution No. 5 of the Extraordinary GeneralMeeting of the Company of March 28, 2025 (the "Issue Resolution")by no more than 3,726,464.00 (in words: three million seven hundred andtwenty-six thousand four hundred and sixty-four zlotys 00/100), byissuing (i) no more than 1,863,232 (in words: one million eight hundredand sixty-three thousand two hundred and thirty-two) ordinary bearer Gseries shares, with a nominal value of PLN 1.00 (in words: one zloty)each, and (ii) no more than 1,863.232 (in words: one million eighthundred and sixty-three thousand two hundred and thirty-two) ordinarybearer H series shares, with a nominal value of PLN 1.00 (in words: onezloty) each.
6. The purpose of the conditional increase in theshare capital referred to in section 5 above is to grant rights to takeup G series shares to the holders of the A series subscription warrantsissued by the Company based on the Issue Resolution, and to grant rightsto take up H series shares to the holders of the B series subscriptionwarrants issued by the Company based on the Issue Resolution.
7. The right to take up G series shares and theright to take up H series shares will be possible to exercise by,respectively, the holders of A series subscription warrants or theholders of B series subscription warrants no later than by 31 December2030, in accordance with the Issue Resolution (i.e. in particular to theextent specified in the Issue Resolution)."
Thus, from April 11, 2025, the new consolidated textof Agora's Statutes adopted by resolution No. 5 of Agora's ExtraordinaryGeneral Meeting as of March 28, 2025, applies.
Statutes with the abovementioned amendment constituteappendix to this regulatory filing.
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