AGORA S.A.

Regulatory Filings • Jun 14, 2023

Disclosureof delayed confidential information regarding commencement ofnegotiations concerning sale of a real estateRegulatoryfiling

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 March 29, 2023 on Company's commencementof negotiations 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;) informs that on March 29, 2023 the Companycommenced negotiations concerning sale of a developed real estatelocated in Tychy at 4 Towarowa Street, for which the District Court inTychy, 5thDivision of Land Registry keeps a land andmortgage register with the number KA1T/00004100/9("Property")("Transaction").

Thedecision to sell the Property results from the fact that after therestructuration of the polygraphic activity and cessation of theprinting business in Tychy in the second half of 2019 (which wascommunicated by Agora in regulatory filings Nos. 5/2019 of March 5, 2019and 7/2019 of March 25, 2019), the Company does not effectively use theProperty for its business operations.

Inconnection with the above, on March 29, 2023, Agora signed a non-bindingLetter of Intent with a potential buyer ("Letter of Intent") on thebasic conditions of the Transaction. The condition to conduct theTransaction is, i.a., agreeing on detailed terms of the Property saleagreement and results of the Property due diligence process which shallbe conducted by the potential buyer.

Theestimated value of the Property amounts to PLN 20 mio. Sale of theProperty may have impact of the operational results of Agora Group in Q22023.

Commencementof the 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 negotiations on the sale of the Property and conclusion of theLetter of Intent could contribute to third party interference, whichcould have a negative impact on the duration and the terms of theTransaction.

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.