AGORA S.A.

M&A Activity • Dec 23, 2022

Conclusion of annex to the revolving loan agreementwith Santander Bank Polska S.A. by the subsidiary Helios S.A.

The Management Board of Agora S.A. with itsregistered office in Warsaw (_quot;Agora_quot;, _quot;Company_quot;) in reference toregulatory filing No. 35/2020 of September 24, 2020, 45/2020 of December23, 2020, 32/2022 of August 26, 2022 and 35/2022 of October 14, 2022,informs that on December 23, 2022, it obtained information on theconclusion by the subsidiary Helios S.A. of annex ("Annex") to therevolving loan agreement with Santander Bank Polska S.A. based in Warsaw(_quot;Santander_quot;) with a guarantee of repayment of 80.0% of the loan by BankGospodarstwa Krajowego, the conclusion of which was communicated by theCompany in the regulatory filing No. 45/2020 of December 23, 2020("Agreement").

Under the Annex, it was decided that the amount ofthe loan was reduced to PLN 8.5 million, and repayment was spread over aperiod until December 23, 2025. Accordingly, the loan repaymentguarantee by Bank Gospodarstwa Krajowego is reduced accordingly, i.e. toPLN 6,800,000.00.

The Annex provides, inter alia, the obligation ofHelios to maintain DSCR (debt-service coverage ratio) and Net Debt /EBITDA ratio on a certain level, as well as achievement of certainlevels of EBITDA and CAPEX (capital expenditures). In addition, Helioshas been obliged to establish additional collateral for Santander: i) amortgage up to PLN 90,000,000.00, ii) an assignment of receivables fromreal estate insurance contracts, and iii) the granting of a surety bythe Company up to PLN 9 million.

The Annex entered into force today.

Legal basis: article 17, paragraph 1 of theRegulation of the European Parliament and Council Regulation (EC) No.596/2014 of April 16th, 2014 on market abuse (Regulation on MarketAbuse) and repealing Directive 2003/6/EC of the European Parliament andof the Council and the Commission Directive 2003/124/EC, 2003/125/EC and2004/72/EC (Acts. Office. EC L 173, 06.12.2014).