AGORA S.A.

Share Issue/Capital Change • Feb 27, 2023

Regulatory filing

The Management Board of AgoraS.A. with its registered office in Warsaw (_quot;Company_quot; or _quot;Agora_quot;),with reference to regulatory filing No. 7/2023 of February 19, 2023 andregulatory filing No. 3/2019 of February 20, 2019, together withregulatory filings Nos. 1/2022 of February 1, 2022, 2/2022 of February16, 2022, 16/2022 of May 19, 2022, 26/2022 of June 29 2022, 29/2022 ofJuly 29 2022 and 31/2022 of August 19, 2022, informs that today theCompany has completed negotiations with SFS Ventures s.r.o. with itsseat in Prague ("SFS Ventures"), the effect of which isconclusion of Annex No. 6 to the Shareholders' Agreement of February 20,2019 ("Annex")("Agreement").

The Annex amended, in particular:

a)_#160;a)the principles ofexercising the right to purchase shares of Eurozet held by SFS Ventures("Call Option") in such a way that the Company shall beentitled to exercise the Call Option in two phases, i.e. in phase onethe Company shall be entitled to purchase from SFS Ventures 110 sharesconstituting 11% of Eurozet's share capital and 11% ofthetotal number of votes at the Eurozet's shareholders' meeting, theexecution of which shallallow the Company to hold amajority stake in Eurozet shares ("Call Option 1"), and inphase two the Company or a third party indicated by the Company shall beentitled to purchase all remaining shares in Eurozet held by SFSVentures ("Call Option 2"). The term to exercise CallOption 2 shall expire on July 31, 2025 (in accordance with provisions ofthe Agreement). The Annex also introduces changes adapting rules ofdetermining and adjusting the price to the change in exercising the CallOption by the Company. The Company and SFS Ventures also determined theminimum price of shares purchased under Call Option 2, determined inaccordance with the formula stipulated in the Agreement;

a) b)Eurozet'scorporate governance rules to protect rights of the minority shareholderin the event of exercising Call Option 1 by the Company and holding themajority stake in Eurozet by the Company, including (i) personal rightsof the Company and SFS Ventures to appoint members of the company'scorporate bodies, according to which Agora, as majority shareholder,shall have the personal right to appoint all members of the ManagementBoard and two members of the Supervisory Board, including theChairperson, (ii) matters in which the consent of the Supervisory Boardgranted with a qualified majority is required, including agreementsconcluded with parties related to the Company, the value of whichexceeds amount stated in the Agreement;

a)_#160;_#160;_#160;c)rules of mutualcooperation and information exchange between the Company and SFSVentures during the term after exercising Call Option 1 by the Company.

Additionally, the Agreementdetermines the possibility of reduction of the term to exercise CallOption 2 in the event the Company would not repay the load granted bythe Company by SFS Ventures to purchase 110 shares under Call Option 1in additional term resulting from the loan agreement concluded betweenthe Company and SFS Ventures.

Other provisions of the contracthave not been materially changed.

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.