AGORA S.A.

M&A Activity • Jan 27, 2023

Conclusion of the Annex no. 2 to the revolving loanagreement with 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 filings Nos. 35/2020 of September 24, 2020, 32/2022 of August26, 2022 and 44/2022 of December 23, 2022, informs that it obtainedinformation on the conclusion by the subsidiary Helios S.A. of Annex no.2 ("Annex") to the revolving loan agreement with Santander Bank PolskaS.A. based in Warsaw (_quot;Santander_quot;), which was communicated by theCompany in regulatory filing No. 35/2020 of September 24, 2020("Agreement"). The Company, as the guarantor, has expressed its consentfor conclusion of the Annex on January 27, 2023.

Pursuant to the Annex, collaterals defined by theAgreement have been changed in such a way that within the additionalcollateral of debt repayment under the Agreement, the Company hassecured repayment of debt under the Agreement by means of a surety inthe amount of up to PLN 9 mio granted in connection with the revolvingloan agreement with Santander with a guarantee of repayment of 80.0% ofthe loan by Bank Gospodarstwa Krajowego, the conclusion of which wascommunicated by the Company in the regulatory filing No. 44/2020 ofDecember 23, 2020. The surety is additionally secured by means of adeclaration of submission to execution made in the form of a notarialdeed.

Other provisions on the collaterals remain unaltered.

The Annex also provides for adjustment of thefinancial indicators (i.a. DSCR (debt-service coverage ratio) and NetDebt / EBITDA ratio) that the company Helios S.A. is required tomaintain, parallel to those indicated in regulatory filing No. 44/2022of December 23, 2022.

Legal basis: art. 17 sec. 1 of the Regulation of theEuropean Parliament and of the Council (EC) No 596/2014 of 16 April 2014on market abuse (market abuse regulation) and repealing Directive2003/6/EC of the European Parliament and of the Council and CommissionDirective 2003/124/EC, 2003/125/EC and 2004/72/EC (Journal of Laws EC L173 of June 12, 2014).