AGORA S.A.

Legal Proceedings Report • Feb 27, 2023

Disclosure of delayed confidential information regarding theCompany's commencement of negotiations to conclude with SFS Venturess.r.o. with its seat in Prague a loan agreement to finance purchase ofadditional package of shares in the company Eurozet sp. z o.o. from SFSVentures s.r.o., as result of which, the Company would become themajority shareholder of the company Eurozet sp. z o.o.

On the basis of Article. 17 sec.1 and 4 of Regulation (EU) No 596/2014 of the European Parliament and ofthe Council of 16 April 2014 on market abuse (regulation on marketabuse) and repealing Directive 2003/6 / EC of the European Parliamentand of the Council and Commission directive 2003 / 124 / WE, 2003/125 /EC and 2004/72 / EC (_quot;MAR_quot;), the Management Board of AgoraSA (_quot;Company_quot;) (_quot;Management Board_quot;) herebydiscloses confidential information on the initiation of negotiationsfrom February 19, 2023 to conclude with SFS Ventures s.r.o. with itsseat in Prague a loan agreement to finance purchase of additionalpackage of shares in the company Eurozet sp. z o.o. from SFS Venturess.r.o., as result of which, the Company would become the majorityshareholder of the company Eurozet sp. z o.o. (_quot;ConfidentialInformation_quot;).

Contents of the delayedConfidential Information:

The Management Board of AgoraS.A. with its registered office in Warsaw (_quot;Company_quot;) herebyinforms that today the Company commenced negotiations to with SFSVentures s.r.o. with its seat in Prague ("SFS Ventures") aloan agreement ("Loan Agreement") to finance purchase ofadditional package of shares in the company Eurozet sp. z o.o. from SFSVentures s.r.o., as result of which, the Company would become themajority shareholder of the company Eurozet sp. z o.o. ("Shares").

The Loan Agreement is aimed atensuring means for the Company to finance acquisition of Shares, as aresult of the potential execution by the Company of the Shares calloption resulting from the Shareholders Agreement of February 20, 2019concluded between the Company and SFS Ventures as amended ("CallOption"). In case the Call Option is executed, the Company shallbecome the majority shareholder of the company Eurozet sp. z o.o.

Negotiations shall include, i.a.,setting means and range of financing acquisition of Shares by theCompany, in particular, the amount of the Loan Agreement, terms andconditions of its repayment and means of securing the lender receivablesand also responsibilities of the Company as a borrower.

The commencement of thenegotiations described above does not mean that they will end with theestablishment of final conditions or conclusion of the negotiatedagreement.

Reasons for delaying the transferof Confidential Information to the public:

In the opinion of the ManagementBoard, the delay in disclosure of the above Confidential Information metthe conditions set out in the MAR and the guidelines of the EuropeanSecurities and Markets Authority (ESMA) regarding the delay indisclosure of confidential information and interactions with prudentialsupervision of April 13, 2022 (_quot;ESMA Guidelines_quot;) at thetime of the decision on delay.

In the Management Board'sopinion, the immediate disclosure of Confidential Information generatedthe risk of a negative impact on the course and outcome of thenegotiations, the terms of the Loan Agreement and the probability of itsconclusion. Considering the materiality of matters covered by the LoanAgreement for the rules of acquiring shares of the company Eurozet sp. zo.o. and the execution of the long-term strategy of Agora Group,disclosing information about the Company's negotiations on the LoanAgreement could contribute to third party interference, which could havea negative impact on the duration and the terms of the Loan Agreementand its very conclusion.

The above could, in particular,result in obtaining conditions worse than in the case of keeping theinformation confidential, and even the lack of successful completion ofthe negotiation in future. In the opinion of the Management Board, theabove premises meet the criteria for the possibility of infringement ofthe legally legitimate interest of the issuer specified in point 5.1.10aof the ESMA Guidelines.

Due to the unpredictable outcomeof the negotiations, the Management Board decided that publication ofthe Confidential Information to the public could result in inappropriateassessment of this information and its potential impact on the Company'svalue by the public.

In the opinion of the ManagementBoard, there were no indications that delay in disclosing ConfidentialInformation could mislead the public, in particular due to the fact thatthe considered finalization the purchase of the majority package ofshares of Eurozet sp. z o.o. from SFS Ventures s.r.o. through externalfinancing (without determining the character of such financing orsubject providing such financing) was communicated by the Company aspart of its filings and execution of responsibilities of a publiccompany, which shares are listed on the regulated market. In view of theabove, there were no grounds to consider that the delay in publishingthe Confidential Information to the public contrasts with the marketexpectations based on the communication previously conducted by theCompany.

The Company also took andimplemented measures necessary to keep Confidential Informationconfidential, until it was made public, in particular by implementing,at the level of the Capital Group of the Company, the internalcirculation and information protection procedure. At the time of thedecision to delay disclosure of the Confidential Information, pursuantto Art. 18 MAR, a list of persons having access to ConfidentialInformation was prepared, which was monitored on an ongoing basis andupdated as necessary.

According to art. 17 sec. 4 MAR,immediately after the publication of this report, the Company willinform the Polish Financial Supervision Authority about the delay ofdisclosure of the Confidential Information together with an indicationof the fulfillment of the reasons for such delay.

Legal basis: Art. 17 sec. 1 andpar. 4 of Regulation (EU) No 596/2014 of the European Parliament and ofthe Council of 16 April 2014 on market abuse (regulation on marketabuse) and repealing Directive 2003/6 / EC of the European Parliamentand of the Council and Commission Directive 2003/124 / WE, 2003/125 / ECand 2004/72 / EC - confidential information.