AGORA S.A.

Capital/Financing Update • Feb 27, 2023

regulatory filing

The Management Board of AgoraS.A. with its registered office in Warsaw ("Company"), inconnection with the delayed confidential information, of which theCompany informed in the regulatory filing No. 9/2023 of February 27,2023, hereby informs that today the Company has concluded with SFSVentures s.r.o. with its seat in Prague ("SFS Ventures") aloan agreement to finance purchase of 110 shares in the company Eurozetsp. z o.o. ("Eurozet")("Loan Agreement").

In connection with theprovisions of the Loan Agreement, SFS Ventures shall grant the Company aloan in the amount of EUR 9,170,000. The loan will be used to financethe purchase of 110 shares of Eurozet form SFS Ventures. The amount ofthe loan may be increased in future (as a result of the share priceadjustment) up to the amount of maximum EUR 11,000,000.

The Company is obligated torepay the loan within 12 months from conclusion of the Loan Agreement,i.e. until February 27, 2024. The Loan Agreement provides for thepossibility for early repayment of the loan in whole or in part.

Together with the LoanAgreement, today the Company has signed the following loan repaymentsecurity documents:

a)_#160;_#160;_#160;_#160;a)registered and civil pledge agreementproviding for: (i) establishing in favour of SFS Ventures a civil andregistered pledge over 220 shares of Eurozet owned by the Company (andin case of the registered pledge - up to the maximum secured amount ofEUR 22,000,000), and assignment of the Company's property rights fordividends and similar payments, attaching all the shares in Eurozetowned by the Company;

a)_#160;_#160;b)the Company's statement of submissionto execution in favour of SFS Ventures in accordance with Article 777 §1(5) of the Code of Civil Procedure as to the obligation to repay theprincipal amount of the loan, together with incidental receivables.

The Company shall not sell the shares subject to thepledges referred to above without the prior consent of the pledgee andshall allocate the proceeds from any sale of the shares in Eurozet firstto the repayment of receivables of SFS Ventures under the loan.

SFS Ventures may demand early repayment of the loanin case of event of default stated in the Loan Agreement.

The loan bears interest at a rate of 9.5% per annum.Interest is payable quarterly, on the dates specified in the LoanAgreement. If the loan is not repaid on time, the interest rate issubject to increase by 3 percentage points, i.e. to 12.5% per year.

Legal basis: Art. 17 sec. 1of Regulation (EU) No 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (regulation on market abuse)and repealing Directive 2003/6 / EC of the European Parliament and ofthe Council and Commission Directive 2003/124 / WE, 2003/125 / EC and2004/72 / EC - confidential information.