AGORA S.A.

Report Content 3/2025Convening the Extraordinary General Meeting of Agora S.A.anddraft resolutions to be voted on during the Meeting

RegulatoryfilingTheManagement Board of the company operating under the business name Agoraspółka akcyjna with its registered seat in Warsaw, at the address: ul.Czerska 8/10, 00-732 Warsaw), entered in the register of entrepreneursof the National Court Register maintained by the District Court for theCapital City of Warsaw in Warsaw, 13th Business Department of theNational Court Register, with the reference number KRS 59944(hereinafter: "the Company" or "Agora S.A."),acting on the basis of Art.399 § 1, Art. 4021,Art. 4022and 4065§ 1 of the Actof 15 September 2000 - Commercial Companies Code (hereinafter: "CCC"),hereby convenes the Extraordinary General Meeting of AgoraS.A. forMarch 28,2025, 12:00 a.m.(hereinafter:"General Meeting"), which will take place in the Company'sregistered seat in Warsaw, at ul. Czerska 8/10. Shareholders may alsoparticipate in the General Meeting using electronic means ofcommunication.

I.Proposed agenda of the General Meeting:

1)Openingthe General Meeting and electing the Chairperson;

2)Adoptingthe agenda;

3)Appointingmembers of the returning committee;

4)Adoptionof resolution on establishingand introducing an Option Programme, the issue of registeredsubscription warrants waiving the pre-emptive rights of the existingshareholders, a conditional increase in the Company's share capitalwaiving the pre-emptive rights of the existing shareholders and therelated amendments to the Company's Articles of Association;

5)Adoptionof a resolution on covering the Company's net loss for the year 2023 inthe uncovered part;

6)Adoptionof a resolution on granting consent for the Company to vote at theshareholders' meeting of the company Agora Książka i Muzyka sp. z o.o.with its registered seat in Warsaw (hereinafter referred to "SubsidiaryCompany") "for" a resolution on the division of the Subsidiary Companycarried out through the transfer of part of the assets of the SubsidiaryCompany, i.e. the "Music" segment, to Next Film sp. z o.o. with itsregistered seat in Warsaw (hereinafter referred to "Acquiring Company")in exchange for shares in Acquiring Company, which will be acquired bythe Subsidiary Company (division by separation), or "for" a resolutionon the disposal by the Subsidiary Company of an organized part of theenterprise intended to conduct the "Music" segment operations to acompany within the Agora S.A. Capital Group.

7)Closingthe General Meeting.

II.Dateof registration for participating in the General Meeting

Thedate of registration for attendance at the General Meeting isMarch12, 2025("Registration Date"). The Registration Datefor holders of rights attached to bearer shares and registered shares isthe same.

III.Shareholders'right to participate in the General Meeting

Onlyholders of Agora S.A. shares as at the Registration Date have the rightto participate in the General Meeting.

1.Inrespect of bearer shares, the following persons will be eligible to voteat the General Meeting:

a)thosewho hold the Company's shares in their securities accounts sixteen daysbefore the date of the General Meeting (i.e. on March 12, 2025); and

b)thosewho no earlier than after the announcement about the convention of theGeneral Meeting and no later than by March 13, 2025 (inclusive) file arequest for issuing a registered certificate of eligibilityto participate in the General Meeting to the entity maintaining theirsecurities account on which the Company's shares are held.2.Personseligible from registered shares and temporary certificates, lienors andusers, with voting rights, may participate in the General Meeting iftheir name is entered into the share ledger on the Registration Date.

IV.Listof persons eligible to participate in the General Meeting

TheCompany determines the list of persons eligible to participate in theGeneral Meeting based on (i) the list submitted to the Company byKrajowy Depozyt Papierów Wartościowych S.A. (the Central SecuritiesDepository, hereinafter: "KDPW") prepared on the basis ofregistered certificates of eligibility to participate in the GeneralMeeting issued by entities maintaining the securities accounts, and (ii)the share ledger.Thelist of shareholders eligible to participate in the General Meeting willbe presented for review on three business days before the date of theGeneral Meeting, i.e. on March 25, 26 and 27, 2025, between 9 a.m. and 5p.m. in the Company's registered seat (ul. Czerska 8/10, 00-732 Warsaw).Ashareholder may request sending a free copy of the above-mentioned listof shareholders by e-mail, by providing the address to which the listshould be sent. The request to send the list of shareholders should besubmitted to the registered office of the Company, to the ManagementBoard, or sent to the e-mail address:[email protected] request should bein writing and signed by the shareholder or by the persons representingthe shareholder; and:

a)inrespect of shareholders who are individuals - a copy of theshareholder's identification document should be enclosed (if the requestis submitted in electronic form);

b)inrespect of shareholders who are legal persons and organizationalentities without legal personality, who have legal capacity under thelaw - their entitlement to act on behalf of the entity should beconfirmed by enclosing the current excerpt from the National CourtRegister or any other relevant register;

c)inrespect that a notification is sent by a proxy - the respective power ofattorney signed by the shareholder should be enclosed (or anuninterrupted sequence of powers of attorney) and a copy of theidentification document confirming the identity of the person signingthe request should be enclosed with the documents specified in points a)or b), and if the proxy is not an individual - an excerpt from therelevant register confirming the authorization of the signatory to acton behalf of the proxy.

V.Ashareholder's right to request that certain matters be included on theagenda of the General Meeting

Ashareholder or shareholders representing at least 1/20 of the sharecapital of the Company may request that certain matters be included onthe agenda of the General Meeting of the Company. The request should benotified to the Company's Management Board no later than 21 days beforethe date of the General Meeting, i.e. by March 7, 2025 (inclusive). Therequest should include a statement of grounds or a draft resolutionpertaining to the proposed item on the agenda.The written request may besubmitted to the Company's registered seat at ul. Czerska 8/10, 00-732Warsaw, for the attention of the Management Board, or sent in electronicform to the following email address:[email protected].

Theshareholder(s) should prove holding the respective number of shares asat the date of submitting the request by enclosing a depositcertificate(s) or a certificate of the eligibility to participate in theGeneral Meeting; and:

a)inrespect of shareholders who are individuals - a copy of theshareholder's identification document should be enclosed (if the requestis submitted in electronic form);

c)inrespect of a notification sent by a proxy - the respective power ofattorney signed by the shareholder should be enclosed (or anuninterrupted sequence of powers of attorney) and a copy of theidentification document confirming the identity of the person signingthe request should be enclosed with the documents specified in points a)or b), and if the proxy is not an individual - an excerpt from therelevant register confirming the authorization of the signatory to acton behalf of the proxy.

VI.Ashareholder's right to submit draft resolutions

Ashareholder or shareholders who represent at least 1/20 of the sharecapital may, before the date of the General Meeting, i.e. until March28, 2025, submit in writing draft resolutions relating to issues on theagenda of the General Meeting to the Company's registered seat at ul.Czerska 8/10, 00-732 Warsaw, for the attention of the Management Board,or send them in electronic form to the following email address:[email protected].

Theshareholder(s) should demonstrate holding the respective number ofshares as at the date of submitting the request, enclosing a depositcertificate(s) or a certificate of the right to participate in theGeneral Meeting; and:

a)inrespect of shareholders who are individuals - a copy of theshareholder's identification document should be enclosed (if the requestis submitted in electronic form);

Inaddition, each shareholder eligible to participate in the GeneralMeeting may - during the General Meeting - submit draft resolutionspertaining to issues on the agenda of the General Meeting.

Inaddition, each shareholder eligible to participate in the GeneralMeeting may - during the General Meeting - submit draft resolutionspertaining to issues on the agenda of the General Meeting, however, dueto the content of rule no. 4.8. Of the Code of Best Practice forCompanies Listed on the Warsaw Stock Exchange 2021 to which the Companyis subject as an issuer of shares listed on the Main Market of theWarsaw Stock Exchange, the Management Board of the Company requests theshareholders to submit the draft resolutions of the General Meeting tothe matters included in the agenda of the General Meeting byshareholders no later than 3 days before the General Meeting. In thecase of resolutions other than those of an orderly nature, the submitteddrafts should contain a justification in order to facilitate voting onthe resolutions by shareholders participating in the General Meetingwith due diligence.

VII.Communicationbetween the shareholders and the Company

Shareholdersmay contact the Company using email in the manner specified in thisannouncement.

Theshareholders may communicate with Agora S.A. in electronic form usingthe email address:[email protected].

AShareholder who uses the option to communicate in electronic form bearsthe risk of such communication. The date of receipt of the documentationby the Company's server at the address provided above will be evidenceof submitting the documentation in electronic form in the periodrequired under the law.

Ashareholder has to send a certified translation into Polish of anydocuments that have been originally prepared in a language other thanPolish together with the documents sent by the shareholder in electronicform.

Alldocuments sent by a shareholder to the Company and by the Company to ashareholder by email should be scanned into the PDF format.

Inrespect of documentation submitted by shareholders in writing to theCompany's registered seat at ul. Czerska 8/10, 00-732 Warsaw, the dateof their receipt by the Company will be deemed to be the date of inflowof the documents to the Company.

VIII.Admittanceto participation in the General Meeting

Shareholderswill be admitted to participate in the General Meeting after identifyingthemselves with an identity card, and proxies:

a)ifthe power of attorney is in writing - after presenting:

i.anidentity card (if the proxy is an individual) and an original or copy(certified as a true copy by a Notary or by another entity authorized tocertify copies as true copies) of an excerpt from a register or anotherdocument confirming the authorization of an individual(s) to representthe proxy at the General Meeting (in respect of a proxy other than anindividual); and

ii.theoriginal power of attorney granted in writing or a copy certified as atrue copy by a Notary or by another entity authorized to certify copiesas true copies;

b)inrespect of a power of attorney granted in electronic form - afterpresenting: an identity card (if the plenipotentiary is an individual)and an original or copy (certified as a true copy by a Notary or byanother entity authorized to certify copies as true copies) of anexcerpt from a register or another document confirming the authorizationof an individual(s) to represent the proxy at the General Meeting (inrespect of a proxy other than an individual).

Representativesof legal persons or partnerships should additionally present originalsor copies (certified as true copies by a Notary or by another entityauthorized to certify copies as true copies) of current excerpts fromrespective registers listing the persons authorized to represent thesaid entities and originals or copies (certified as true copies by aNotary or by another entity authorized to certify copies as true copies)confirming the given individual's (individuals') authorization torepresent a shareholder at the General Meeting (e.g. an uninterruptedseries of powers of attorney).

Thepowers of attorney and the remaining required documents confirming ashareholder's or a shareholder's representative's eligibility toparticipate in the General Meeting will be added by the Company to theminutes register.

Pleasehave your identity card with you on the date of the General Meeting inorder to be allowed to participate in the General Meeting.

IX.Mannerof exercising voting rights by proxy

Ashareholder may attend the General Meeting and exercise his/her votingright in person or by proxy.

Thepower of attorney to vote shall be issued in writing or in electronicform.

Powerof attorney forms are published on the Company's website at the addresswww.agora.pl, under the tab "Investor relations"/ "General Meeting ofShareholders".

Shareholdersshall send information on granting powers of attorney in electronic formto the Company to the email address:[email protected] later than two business days before the date of the General Meeting(i.e. by March 26, 2025, 4 p.m.). A scan of the proxy form shall beenclosed with the information on granting proxy rights in electronicform, as well as:

a)inrespect of shareholders who are individuals - a copy of theshareholder's identification document;

b)inrespect of shareholders who are legal persons or partnerships - aconfirmation of the authorization to act on behalf of that legal personor partnership in the form of a copy of the current excerpt from therelevant register or another document confirming the authorization ofthe individual(s) to represent the shareholder at the General Meeting(e.g. an uninterrupted sequence of powers of attorney).

Inrespect of granting further powers of attorney, the proxy holder shouldpresent an uninterrupted sequence of powers of attorney accompanied bydocuments confirming the authorization of the proxy to act on behalf ofthe previous proxies.

AgoraS.A. will take appropriate measures to identify the shareholder andhis/her proxy in order to verify the validity of the power of attorneygranted in electronic form. The verification will consist in particularof a request for feedback by phone or email addressed to the shareholderor proxy to confirm the granting of the power of attorney and its scope.The Company wishes to emphasize that in such case failing to answer thequestions asked during the verification shall be considered as lack ofthe possibility of verification of the granted power of attorney andshall constitute the basis for refusing to allow the proxyto participate in the General Meeting.

Therules described above concerning the manner of granting a power ofattorney shall also apply to cancelling a power of attorney granted inelectronic form.

X.Possibilityof attendance and the manner of commenting during the General Meetingusing means of electronic communication

Theprinciples, and terms and conditions for participating in the GeneralMeeting using means of electronic of communication are specified in theappendix to this announcement. Shareholders will have the possibility ofcommenting by sending text messages.

XI.Mannerof exercising voting rights using mail or electronic means ofcommunication

TheCompany does not stipulate exercising voting rights by mail.

Themanner of exercising voting rights using means of electroniccommunication is described in the appendix to this announcement - Rulesfor participating in General Meeting of Agora S.A. by means ofelectronic communication.

XII.Shareholdersright to ask questions regarding matters included in the agenda of theGeneral Meeting

Shareholdersparticipating in the General Meeting have right to ask questionsregardingmatters included inthe agenda of the General Meeting and participate in the discussion inaccordance with the rules defined in the Rulesfor participating in General Meeting, available on the website of theCompany.

XIII.Accessto documentation

Personsentitled to participate in the General Meeting may obtain the full textof the documentation to be presented at the General Meeting and draftresolutions at the Company's registered seat at Czerska 8/10, 00-732Warsaw, in the Office of the Management Board of the Company from thedate of this announcement until March 27, 2025, between 9 a.m. and 5p.m., or on the Company's website at the address:www.agora.pl,under the tab "Investor relations"/ "General Meeting of Shareholders".

TheCompany will make available all information related to the GeneralMeeting on the Company's website at the address www.agora.pl under thetab "Investor relations"/ "General Meeting of Shareholders".

XIV.Additionalinformation

Thisannouncement includes the information stipulated in the provisions ofthe Commercial Companies Code. The content of the announcement iswithout prejudice to specific regulations which may restrictshareholders from exercising their rights.

Toopen the General Meeting on time, registration of the shareholders willtake place 45 minutes before the opening of the General Meeting.

Theprinciples of convening and holding the General Meeting, appended tothis announcement, specify in detail the rules of participation of theshareholders in the General Meeting using means of electroniccommunication.

Attachedhereto, the Company provides the draft resolutions to be voted at theGeneral Meeting.

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