AGORA S.A.

Regulatory Filings • Nov 30, 2023

Disclosureof delayed confidential information regarding the Company's commencementof negotiations with SFS Ventures s.r.o. with its seat in Pragueconcerning amendment to the Shareholders' Agreement of February 20, 2019Onthe basis of Article. 17 sec. 1 and 4 of Regulation (EU) No 596/2014 ofthe European Parliament and of the Council of 16 April 2014 on marketabuse (regulation on market abuse) and repealing Directive 2003/6 / ECof the European Parliament and of the Council and Commission directive2003 / 124 / WE, 2003/125 / EC and 2004/72 / EC (_quot;MAR_quot;), theManagement Board of Agora SA (_quot;Company_quot;) (_quot;ManagementBoard_quot;) hereby discloses confidential information on the initiationof negotiations with SFS Ventures s.r.o. with its seat in Prague ("SFSVentures")from October 30, 2023 on amending provisions of the Shareholders'Agreement of February 20, 2019 ("Shareholders Agreement")of the company Eurozet sp. z o.o. ("Eurozet")("ConfidentialInformation").Contentsof the delayed Confidential Information:TheManagement Board of Agora S.A. with its registered office in Warsaw(_quot;Company_quot;), with reference to the Company's regulatory filings No.3/2019 of February 20, 2019, 11/2023 of February 27, 2023, 13/2023 ofFebruary 27, 2023, 14/2023 of February 27, 2023, hereby informs thattoday the Company commenced negotiations with SFS Ventures concerningamendments to the Shareholders Agreement, in particular amendment to theprinciples of setting the final sale price of shares of Eurozet for theCompany, including shares purchased by the Company under Call Option 1and the remaining 490 shares available to purchase through exercisingCall Option 2.Thecommencement of the negotiations described above does not mean that theywill end with the establishment of final conditions or conclusion of thenegotiated agreement.Reasonsfor delaying the transfer of Confidential Information to the public:Inthe opinion of the Management Board, the delay in disclosure of theabove Confidential Information met the conditions set out in the MAR andthe guidelines of the European Securities and Markets Authority (ESMA)regarding the delay in disclosure of confidential information andinteractions with prudential supervision of April 13, 2022 (_quot;ESMAGuidelines_quot;) at the time of the decision on delay.Inthe Management Board's opinion, the immediate disclosure of ConfidentialInformation generated the risk of a negative impact on the course andoutcome of the negotiations, the terms of the Annex to the ShareholdersAgreement ("Annex") and the probability of its conclusion. Consideringthe materiality of matters covered by the Annex for the rules ofacquiring shares of the company Eurozet sp. z o.o. and the execution ofthe long-term strategy of Agora Group, disclosing information about theCompany's negotiations on the Annex could contribute to third partyinterference, which could have a negative impact on the duration and theterms of the Annex and its very conclusion.Theabove could, in particular, result in obtaining conditions worse than inthe case of keeping the information confidential, and even the lack ofsuccessful completion of the negotiation in future. In the opinion ofthe Management Board, the above premises meet the criteria for thepossibility of infringement of the legally legitimate interest of theissuer specified in point 5.1.10a of the ESMA Guidelines.Dueto the unpredictable outcome of the negotiations, the Management Boarddecided that publication of the Confidential Information to the publiccould result in inappropriate assessment of this information and itspotential impact on the Company's value by the public.Inthe opinion of the Management Board, there were no indications thatdelay in disclosing Confidential Information could mislead the public,in particular due to the fact that the considered finalization thepurchase of the majority package of shares of Eurozet sp. z o.o. wascommunicated by the Company as part of its filings and execution ofresponsibilities of a public company, which shares are listed on theregulated market. In view of the above, there were no grounds toconsider that the delay in publishing the Confidential Information tothe public contrasts with the market expectations based on thecommunication previously conducted by the Company.TheCompany also took and implemented measures necessary to keepConfidential Information confidential, until it was made public, inparticular by implementing, at the level of the Capital Group of theCompany, the internal circulation and information protection procedure.At the time of the decision to delay disclosure of the ConfidentialInformation, pursuant to Art. 18 MAR, a list of persons having access toConfidential Information was prepared, which was monitored on an ongoingbasis and updated as necessary.Accordingto art. 17 sec. 4 MAR, immediately after the publication of this report,the Company will inform the Polish Financial Supervision Authority aboutthe delay of disclosure of the Confidential Information together with anindication of the fulfillment of the reasons for such delay.Legalbasis: Art. 17 sec. 1 and par. 4 of Regulation (EU) No 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(regulation on market abuse) and repealing Directive 2003/6 / EC of theEuropean Parliament and of the Council and Commission Directive 2003/124/ WE, 2003/125 / EC and 2004/72 / EC - confidential information.