AGORA S.A.

Legal Proceedings Report • Jun 14, 2023

Regulatory filing

Onthe 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;), the ManagementBoard of Agora SA (_quot;Company_quot;) (_quot;Management Board_quot;) hereby disclosesconfidential information from April 19, 2023 on prolongation ofnegotiations concerning sale of a real estate located in Tychy.

Contentsof the delayed Confidential Information:

TheManagement Board of Agora S.A. with its registered office in Warsaw(_quot;Agora_quot;, _quot;Company_quot;), in connection with regulatory filing No. 25/2023of June 14, 2023 informs that on April 19, 2023 the Company concludedamendment to the Letter of Intent on prolongation of negotiationsconcerning sale of a developed real estate located in Tychy at 4Towarowa Street, for which the District Court in Tychy, 5thDivision of Land Registry keeps a land and mortgage register with thenumber KA1T/00004100/9 ("Property")("Transaction").

Dueto the prolonged negotiations, the Transaction may have impact of theoperational results of Agora Group in Q2 or Q3 2023.

Conductingthe abovementioned negotiations does not mean that the negotiationsshall end with determination of final terms of the Transaction. TheCompany shall inform of next phases of the Transaction, in line with thebinding provisions of the law.

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 sale agreement and theprobability of its conclusion. Disclosure information about theCompany's prolonged negotiations on the sale of the Property couldcontribute to third party interference, which could have a negativeimpact on the duration and the terms of the Transaction.

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.

Inthe opinion of the Management Board, there were no indications thatdelay in disclosing Confidential Information could mislead the public.In view of the above, there were no grounds to consider that the delayin publishing the Confidential Information to the public contrasts withthe market expectations based on the communication previously conductedby 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.