AGORA S.A.

Report Content 27/2025 Convening the Extraordinary General Meeting of Agora S.A. anddraft resolutions to be voted on during the Meeting

Regulatory filing

The Management Board of the company operating under the business nameAgora spółka akcyjna with its registered seat in Warsaw, at the address:ul. Czerska 8/10, 00-732 Warsaw), entered in the register ofentrepreneurs of the National Court Register maintained by the DistrictCourt for the Capital City of Warsaw in Warsaw, 13th Business Departmentof the National Court Register, with the reference number KRS 59944(hereinafter: "the Company" or "Agora S.A."), acting on the basis ofArt. 399 § 1, Art. 4021, Art. 4022 and 4065 § 1 of the Act of 15September 2000 - Commercial Companies Code (hereinafter: "CCC"), herebyconvenes the Extraordinary General Meeting of Agora S.A. for December29, 2025, 11:00 a.m. (hereinafter: "General Meeting"), which will takeplace in the Company's registered seat in Warsaw, at ul. Czerska 8/10.Shareholders may also participate in the General Meeting usingelectronic means of communication.

I. Proposed agenda of the General Meeting:

1) Opening the General Meeting and electing the Chairperson;

2) Adopting the agenda;

3) Appointing members of the returning committee;

4) Adoption of a resolution on the selection of an audit firm to provideassurance on the corporate sustainability reporting of the Agora S.A.Capital Group for 2025;

5) Adoption of a resolution on the amendment of the Company's Statutes;

6) Adoption of a resolution on the adoption of the consolidated text ofthe Company's Statutes

7) Closing the General Meeting.

II. Date of registration for participating in the General Meeting

The date of registration for attendance at the General Meeting isDecember 13, 2025 ("Registration Date"). The Registration Date forholders of rights attached to bearer shares and registered shares is thesame.

III. Shareholders' right to participate in the General Meeting

Only holders of Agora S.A. shares as at the Registration Date have theright to participate in the General Meeting.

1. In respect of bearer shares, the following persons will be eligibleto vote at the General Meeting:

a) those who hold the Company's shares in their securities accountssixteen days before the date of the General Meeting (i.e. on December13, 2025); and

b) those who no earlier than after the announcement about the conventionof the General Meeting and no later than by December 15, 2025(inclusive) file a request for issuing a registered certificate ofeligibility to participate in the General Meeting to the entitymaintaining their securities account on which the Company's shares areheld.

2. Persons eligible from registered shares and temporary certificates,lienors and users, with voting rights, may participate in the GeneralMeeting if their name is entered into the share ledger on theRegistration Date.

IV. List of persons eligible to participate in the General Meeting

The Company determines the list of persons eligible to participate inthe General Meeting based on (i) the list submitted to the Company byKrajowy Depozyt Papierów Wartościowych S.A. (the Central SecuritiesDepository, hereinafter: "KDPW") prepared on the basis of registeredcertificates of eligibility to participate in the General Meeting issuedby entities maintaining the securities accounts, and (ii) the shareledger.

The list of shareholders eligible to participate in the General Meetingwill be presented for review on three business days before the date ofthe General Meeting, i.e. on December 19, 22 and 23, 2025, between 9a.m. and 5 p.m. in the Company's registered seat (ul. Czerska 8/10,00-732 Warsaw).

A shareholder may request sending a free copy of the above-mentionedlist of shareholders by e-mail, by providing the address to which thelist should be sent. The request to send the list of shareholders shouldbe submitted to the registered office of the Company, to the ManagementBoard, or sent to the e-mail address: . The request should be in writingand signed by the shareholder or by the persons representing theshareholder; and:

a) in respect of shareholders who are individuals - a copy of theshareholder's identification document should be enclosed (if the requestis submitted in electronic form);

b) in respect of shareholders who are legal persons and organizationalentities without legal personality, who have legal capacity under thelaw - their entitlement to act on behalf of the entity should beconfirmed by enclosing the current excerpt from the National CourtRegister or any other relevant register;

c) in respect that a notification is sent by a proxy - the respectivepower of attorney signed by the shareholder should be enclosed (or anuninterrupted sequence of powers of attorney) and a copy of theidentification document confirming the identity of the person signingthe request should be enclosed with the documents specified in points a)or b), and if the proxy is not an individual - an excerpt from therelevant register confirming the authorization of the signatory to acton behalf of the proxy.

V. A shareholder's right to request that certain matters be included onthe agenda of the General Meeting

A shareholder or shareholders representing at least 1/20 of the sharecapital of the Company may request that certain matters be included onthe agenda of the General Meeting of the Company. The request should benotified to the Company's Management Board no later than 21 days beforethe date of the General Meeting, i.e. by December 8, 2025 (inclusive).The request should include a statement of grounds or a draft resolutionpertaining to the proposed item on the agenda. The written request maybe submitted to the Company's registered seat at ul. Czerska 8/10,00-732 Warsaw, for the attention of the Management Board, or sent inelectronic form to the following email address:[email protected].

The shareholder(s) should prove holding the respective number of sharesas at the date of submitting the request by enclosing a depositcertificate(s) or a certificate of the eligibility to participate in theGeneral Meeting; and:

a) in respect of shareholders who are individuals - a copy of theshareholder's identification document should be enclosed (if the requestis submitted in electronic form);

c) in respect of a notification sent by a proxy - the respective powerof attorney signed by the shareholder should be enclosed (or anuninterrupted sequence of powers of attorney) and a copy of theidentification document confirming the identity of the person signingthe request should be enclosed with the documents specified in points a)or b), and if the proxy is not an individual - an excerpt from therelevant register confirming the authorization of the signatory to acton behalf of the proxy.

VI. A shareholder's right to submit draft resolutions

A shareholder or shareholders who represent at least 1/20 of the sharecapital may, before the date of the General Meeting, i.e. until December29, 2025, submit in writing draft resolutions relating to issues on theagenda of the General Meeting to the Company's registered seat at ul.Czerska 8/10, 00-732 Warsaw, for the attention of the Management Board,or send them in electronic form to the following email address:[email protected].

The shareholder(s) should demonstrate holding the respective number ofshares as at the date of submitting the request, enclosing a depositcertificate(s) or a certificate of the right to participate in theGeneral Meeting; and:

a) in respect of shareholders who are individuals - a copy of theshareholder's identification document should be enclosed (if the requestis submitted in electronic form);

In addition, each shareholder eligible to participate in the GeneralMeeting may - during the General Meeting - submit draft resolutionspertaining to issues on the agenda of the General Meeting.

In addition, each shareholder eligible to participate in the GeneralMeeting may - during the General Meeting - submit draft resolutionspertaining to issues on the agenda of the General Meeting, however, dueto the content of rule no. 4.8. Of the Code of Best Practice forCompanies Listed on the Warsaw Stock Exchange 2021 to which the Companyis subject as an issuer of shares listed on the Main Market of theWarsaw Stock Exchange, the Management Board of the Company requests theshareholders to submit the draft resolutions of the General Meeting tothe matters included in the agenda of the General Meeting byshareholders no later than 3 days before the General Meeting. In thecase of resolutions other than those of an orderly nature, the submitteddrafts should contain a justification in order to facilitate voting onthe resolutions by shareholders participating in the General Meetingwith due diligence.

VII. Communication between the shareholders and the Company

Shareholders may contact the Company using email in the manner specifiedin this announcement.

The shareholders may communicate with Agora S.A. in electronic formusing the email address: [email protected].

A Shareholder who uses the option to communicate in electronic formbears the risk of such communication. The date of receipt of thedocumentation by the Company's server at the address provided above willbe evidence of submitting the documentation in electronic form in theperiod required under the law.

A shareholder has to send a certified translation into Polish of anydocuments that have been originally prepared in a language other thanPolish together with the documents sent by the shareholder in electronicform.

All documents sent by a shareholder to the Company and by the Company toa shareholder by email should be scanned into the PDF format.

In respect of documentation submitted by shareholders in writing to theCompany's registered seat at ul. Czerska 8/10, 00-732 Warsaw, the dateof their receipt by the Company will be deemed to be the date of inflowof the documents to the Company.

VIII. Admittance to participation in the General Meeting

Shareholders will be admitted to participate in the General Meetingafter identifying themselves with an identity card, and proxies:

a) if the power of attorney is in writing - after presenting:

i. an identity card (if the proxy is an individual) and an original orcopy (certified as a true copy by a Notary or by another entityauthorized to certify copies as true copies) of an excerpt from aregister or another document confirming the authorization of anindividual(s) to represent the proxy at the General Meeting (in respectof a proxy other than an individual); and

ii. the original power of attorney granted in writing or a copycertified as a true copy by a Notary or by another entity authorized tocertify copies as true copies;

b) in respect of a power of attorney granted in electronic form - afterpresenting: an identity card (if the plenipotentiary is an individual)and an original or copy (certified as a true copy by a Notary or byanother entity authorized to certify copies as true copies) of anexcerpt from a register or another document confirming the authorizationof an individual(s) to represent the proxy at the General Meeting (inrespect of a proxy other than an individual).

Representatives of legal persons or partnerships should additionallypresent originals or copies (certified as true copies by a Notary or byanother entity authorized to certify copies as true copies) of currentexcerpts from respective registers listing the persons authorized torepresent the said entities and originals or copies (certified as truecopies by a Notary or by another entity authorized to certify copies astrue copies) confirming the given individual's (individuals')authorization to represent a shareholder at the General Meeting (e.g. anuninterrupted series of powers of attorney).

The powers of attorney and the remaining required documents confirming ashareholder's or a shareholder's representative's eligibility toparticipate in the General Meeting will be added by the Company to theminutes register.

Please have your identity card with you on the date of the GeneralMeeting in order to be allowed to participate in the General Meeting.

IX. Manner of exercising voting rights by proxy

A shareholder may attend the General Meeting and exercise his/her votingright in person or by proxy.

The power of attorney to vote shall be issued in writing or inelectronic form.

Power of attorney forms are published on the Company's website at theaddress www.agora.pl, under the tab "Investor relations"/ "GeneralMeeting of Shareholders".

Shareholders shall send information on granting powers of attorney inelectronic form to the Company to the email address:[email protected] no later than two business days before thedate of the General Meeting (i.e. by December 22, 2025, 4 p.m.). A scanof the proxy form shall be enclosed with the information on grantingproxy rights in electronic form, as well as:

a) in respect of shareholders who are individuals - a copy of theshareholder's identification document;

b) in respect of shareholders who are legal persons or partnerships - aconfirmation of the authorization to act on behalf of that legal personor partnership in the form of a copy of the current excerpt from therelevant register or another document confirming the authorization ofthe individual(s) to represent the shareholder at the General Meeting(e.g. an uninterrupted sequence of powers of attorney).

In respect of granting further powers of attorney, the proxy holdershould present an uninterrupted sequence of powers of attorneyaccompanied by documents confirming the authorization of the proxy toact on behalf of the previous proxies.

Agora S.A. will take appropriate measures to identify the shareholderand his/her proxy in order to verify the validity of the power ofattorney granted in electronic form. The verification will consist inparticular of a request for feedback by phone or email addressed to theshareholder or proxy to confirm the granting of the power of attorneyand its scope. The Company wishes to emphasize that in such case failingto answer the questions asked during the verification shall beconsidered as lack of the possibility of verification of the grantedpower of attorney and shall constitute the basis for refusing to allowthe proxy to participate in the General Meeting.

The rules described above concerning the manner of granting a power ofattorney shall also apply to cancelling a power of attorney granted inelectronic form.

X. Possibility of attendance and the manner of commenting during theGeneral Meeting using means of electronic communication

The principles, and terms and conditions for participating in theGeneral Meeting using means of electronic of communication are specifiedin the appendix to this announcement. Shareholders will have thepossibility of commenting by sending text messages.

XI. Manner of exercising voting rights using mail or electronic means ofcommunication

The Company does not stipulate exercising voting rights by mail.

The manner of exercising voting rights using means of electroniccommunication is described in the appendix to this announcement - Rulesfor participating in General Meeting of Agora S.A. by means ofelectronic communication.

XII. Shareholders right to ask questions regarding matters included inthe agenda of the General Meeting

Shareholders participating in the General Meeting have right to askquestions regarding matters included in the agenda of the GeneralMeeting and participate in the discussion in accordance with the rulesdefined in the Rules for participating in General Meeting, available onthe website of the Company.

XIII. Access to documentation

Persons entitled to participate in the General Meeting may obtain thefull text of the documentation to be presented at the General Meetingand draft resolutions at the Company's registered seat at Czerska 8/10,00-732 Warsaw, in the Office of the Management Board of the Company fromthe date of this announcement until December 23, 2025, between 9 a.m.and 5 p.m., or on the Company's website at the address: www.agora.pl,under the tab "Investor relations"/ "General Meeting of Shareholders".

The Company will make available all information related to the GeneralMeeting on the Company's website at the address www.agora.pl under thetab "Investor relations"/ "General Meeting of Shareholders".

XIV. Additional information

This announcement includes the information stipulated in the provisionsof the Commercial Companies Code. The content of the announcement iswithout prejudice to specific regulations which may restrictshareholders from exercising their rights.

To open the General Meeting on time, registration of the shareholderswill take place 45 minutes before the opening of the General Meeting.

The principles of convening and holding the General Meeting, appended tothis announcement, specify in detail the rules of participation of theshareholders in the General Meeting using means of electroniccommunication.

Attached hereto, the Company provides the draft resolutions to be votedat the General Meeting.

AI Terminal

5488_rns_2025-12-02_60c64de9-889e-47af-9cca-49426fe6c428.html

More from AGORA S.A.

Talk to a Data Expert