AGORA S.A.

M&A Activity • Jun 14, 2024

Report Content Conclusionof the share purchase agreement to purchase 490 shares of Eurozet sp. zo.o. from SFS Ventures s.r.o. with its seat in Prague under Call Option 2TheManagement Board of Agora S.A. with its registered office in Warsaw (_quot;Company_quot;or _quot;Agora_quot;), with reference to_#160;regulatory filingsNo. 19/2024 of May 31, 2024, hereby informs that the Company hasconcluded the Share Purchase Agreement with SFS Ventures s.r.o. with itsseat in Prague ("SFS Ventures") under which theCompany purchased 490 shares in the share capital of Eurozet sp. z_#160;o.o.("Eurozet")("Agreement")constituting 49% of the share capital of Eurozet and representing 49% ofthe total number of votes at the Eurozet's shareholders' meeting ("Shares"),in accordance with the Shareholders' Agreement concluded between theCompany and SFS Ventures on February 20, 2019 as amended ("Shareholders'Agreement"). Purchase of Shares took place under Call Option 2described in the Shareholders' Agreement and in accordance with rulesstated thereof.Incompliance with the Agreement and the Shareholders' Agreement, the saleprice for the Shares is EUR 38,750,000 and is the final price, notsubject to adjustment.Transferof ownership of Shares shall take place upon payment of the sale priceto the SFS Ventures' bank account. The Company shall inform of thetransfer in a separate regulatory filing.Detailedterms of the Agreement (concerning in particular representations andwarranties granted by SFS Ventures in connection with the sale ofShares) do_#160;not deviate from market solutions used in contracts forsimilar transactions.Asa_#160;result of the Agreement, and upon payment of the sale price forShares, the Company shall become the sole shareholder holding the totalof 1000 shares of Eurozet, constituting 100% of the share capital ofEurozet and representing 100% of the total number of votes at theEurozet's shareholders' meeting.Legalbasis: Art. 17 sec. 1 of Regulation (EU) No 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 on market abuse (marketabuse regulation) and repealing Directive 2003/6/EC of the EuropeanParliament and of the Council and Commission Directive 2003/124/EC,2003/125/EC and 2004/72/EC - confidential information.