AGORA S.A.

M&A Activity • Feb 20, 2023

Commencement of negotiations to conclude Annex No. 6 to the ShareholdersAgreement concluded on February 20, 2019 by the Company and SFS Venturess.r.o. with its seat in PragueRegulatoryfiling

TheManagement Board of Agora S.A. with its registered office in Warsaw(_quot;Company_quot;), in connection, in particular, with regulatory filings No.3/2019 of February 20, 2019 and also regulatory filings Nos. 1/2022 ofFebruary 1, 2022, 2/2022 of February 16. 2022, 16/2022 of May 19, 2022,26/2022 of June 29, 2022, 29/2022 of July 29, 2022 and 31/2022 of August19, 2022 hereby informs that today the Company commenced negotiations toconclude Annex No. 6 to the Shareholders Agreement concluded on February20, 2019 by the Company and SFS Ventures s.r.o. with its seat in Prague("SFS Ventures").

TheCompany commenced negotiations with SFS Ventures - majority shareholderof the company Eurozet sp. z o.o. ("Eurozet") - onamendment to the Shareholders Agreement concluded on February 20, 2019(amended by annexes 1-5) ("Agreement"). The amendmentconsists of, in particular,:

(i)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;amendmentto the principles of exercising the right to purchase shares of Eurozetheld by SFS Ventures ("Call Option") in such a way that theCompany shall be entitled to exercise the Call Option in two phases,i.e. in phase one the Company shall be entitled to purchase from SFSVentures shares allowing the Company to hold a majority stake in Eurozetshares ("Call Option 1"), and in phase two the Companyshall be entitled to purchase all remaining shares in Eurozet held bySFS Ventures ("Call Option 2");

(ii)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;amendmentto Eurozet's corporate governance rules in the event of exercising CallOption 1 by the Company and change in the ownership structure , i.e.change of the majority shareholder of Eurozet;

(iii)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;establishingrules of mutual cooperation and information exchange between the Companyand SFS Ventures as shareholders of Eurozet.

Thecommencement of the negotiations described above does not mean that theywill end with the establishment of final conditions or conclusion of theannex.

Legalbasis: Art. 17 sec. 1 of Regulation (EU) No 596/2014 of the EuropeanParliament 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.