AGORA S.A.

M&A Activity • Feb 27, 2023

Conclusion of the Share Purchase Agreement to purchase 110 shares ofEurozet sp. z o.o. from SFS Ventures s.r.o. with its seat in Pragueunder Call Option 1Regulatory filing

The Management Board of Agora S.A. with itsregistered office in Warsaw (_quot;Company_quot; or _quot;Agora_quot;),with reference to regulatory filings Nos. 8, 11, 12, 13 of February 27,2023, the Company has concluded the Share Purchase Agreement with SFSVentures s.r.o. with its seat in Prague ("SFS Ventures")under which the Company purchased 110 shares in the share capital ofEurozet sp. z o.o. ("Eurozet")("Agreement")constituting 11% of the share capital of Eurozet and 11% of the totalnumber of votes at the Eurozet's shareholders' meeting ("Shares"),in accordance withtheShareholders' Agreement concluded between the Company and SFS Ventureson February 20, 2019 as amended ("Shareholders' Agreement").Purchase of Shares took place under Call Option 1 described in theShareholders' Agreement and in accordance with rules stated thereof.

In compliance with the Shareholders' Agreement, theCompany gained ownership of Shares in exchange for the initial saleprice in the amount of EUR 9,170,000. The final price shall bedetermined in accordance with the formula stipulated in theShareholders' Agreement on the basis of financial statements of Eurozetcapital group for four full quarters preceding submission of the CallOption 1 request and adjusted by final amounts of some final economicand financial parameters as described in the Shareholders' Agreement.

The Agreement provides for set-off of mutual accountsreceivables: (i) of the Company - payment of the loan agreementconcluded by the Company and SFS Ventures on February 27, 2023, and (ii)SFS Ventures - payment of the initial sale price for Shares under theAgreement.

Detailed terms of the Agreement (concerning inparticular representations and warranties granted by SFS Ventures inconnection with the sale of Shares) do not deviate from market solutionsused in contracts for similar transactions.

As a result of the Agreement concluded on February27, 2023, the Company became owner of 510 shares of Eurozet,constituting 51% of the share capital of Eurozet and 51% of the totalnumber of votes at the Eurozet's shareholders' meeting and the majorityshareholder of Eurozet.

In line with previous communication (regulatoryfiling No. 11/2023 of February 27, 2023, in connection with rules statedin the Shareholders' Agreement, the Company (or a third party indicatedby the Company) is entitled to purchase remaining 490 shares of Eurozetunder Call Option 2 until July 31, 2025.

Legal basis: Art. 17 sec. 1 ofRegulation (EU) No 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC- confidential information.