AGORA S.A.

M&A Activity • Nov 30, 2023

Completionof negotiations and conclusion of the annex No. 14 to the EurozetShareholders Agreement and agreement on the final sale price of 11% ofEurozet sharesTheManagement Board of Agora S.A. with its registered office in Warsaw(_quot;Company_quot; or _quot;Agora_quot;), with reference to regulatory filings No. 35/2023of November 30, 2023 and No. 3/2019 of February 20, 2019, and also No.1/2022 of February 1, 2022, 2/2022 of February 16, 2022, No. 16/2022 ofMay 19, 2022, No. 26/2022 of June 29, 2022, No. 29/2022 of July 29,2022, No. 31/2022 of August 19, 2022, No.11/2023 of February 27, 2023and No. 14/2023 of February 27, 2023, hereby informs that today theCompany has completed negotiations with SFS Ventures s.r.o. with itsseat in Prague ("SFS Ventures"), as a result of which the Company hasconcluded annex No. 14 to the Shareholders Agreement of February 20,2019 ("Annex")("Agreement"), in which, apart from amending theAgreement, the parties agreed on the final sale price of 11% of sharesof Eurozet sp. z o.o. ("Eurozet") share capital.Inparticular, the Annex amended the principles of exercising by theCompany the right to purchase form SFS Ventures the remaining 49% of theshare capital of Eurozet ("Call Option 2") in such a way that theCompany shall be entitled to purchase shares under Call Option 2 for (i)fixed price of EUR 38,750,000, if the Company files to SFS Ventures theCall Option Request 2 ("Call Option Request") until May 31, 2024 or, incase the Company shall not file the Call Option Request until May 31,2024 (ii) for price determined in accordance with the formula stipulatedin the Agreement and adjusted by economic and financial parameters ofEurozet capital group as determined in the Agreement, whereby the priceshall not be less than EUR 38,750,000, if the Company files the CallOption Request until September 30, 2024 or EUR 40,000,000 if the Companyfiles the Call Option Request after September 30, 2024. Minimum pricesas mentioned above shall be increased by the amount equaling 49% ofEurozet net profit for the year 2023, if the resolution of Eurozetshareholders on the distribution of profit for the financial year 2023shall not be adopted before the Call Option Request, based on principlesdetermined in the Agreement, and the Call Option Request shall be filedafter June 14, 2024.TheAnnex also amends some of the financial parameters affecting thedetermination of price for the purchase of Eurozet shares by Agora andexpands the catalogue of matters for which the consent of theSupervisory Board is required, by a qualified majority vote.Otherprovisions of the Agreement have not been materially changed.Additionally,the Annex provides for the agreement on the final sale price for 110shares of Eurozet share capital, purchased by Agora on February 27, 2023for the initial price of EUR 9,170,000. The parties agreed that thefinal sale price amounts to EUR 9,500,000. In accordance with the above,the Company is obligated to pay for the benefit of SFS Ventures thedifference between the initial and final price in the amount of EUR330,000 within 10 working days since completion of the Annex.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.