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May 25, 2017 / 17:23

6/2017 Execution of credit line agreement

Regulatory filing

The Management Board of Agora S.A. with its registered seat in Warsaw (“the Company”) hereby informs that on the 25th of May, 2017 the Company entered into a Credit Line Agreement (“the Agreement”) with DNB Bank Polska Spółka Akcyjna (“the Bank”).

On the basis of the Agreement signed and after fulfillment of conditions relating to the establishing of collateral relating to credit payment and fulfillment of other conditions commonly required in case of credit line agreements for comparable amount of money, the Company shall be provided with the credit limit (“the Credit Limit”) of up to PLN 135,000,000.00 divided into:

- non-renewable loan no.1 of PLN 25,000,000.00 (for repayment of multi-purpose credit line in Bank Polska Kasa Opieki S.A. under the Agreement No. 2014/137/DDF for Multi-Purpose Credit Line dated 28th of May, 2014 with later amendments; the non-renewable loan shall be paid in 12 equal quarterly installments. The first installment shall be paid on the first day of the calendar quarter following 12 months from the date of use of the loan;

- overdraft no. 2 of up to a maximum amount of PLN 35,000,000.00 which can be used to finance working capital and other corporate purposes of the Company using cash pooling. Its term of use is 12 months from the date of signing the Agreement;

- overdraft no. 1 of up to the maximum amount of PLN 75,000,000.00 which may be used to, e.g. finance or refinance acquisitions, investment expenditure and working capital. Its term of use is 12 months from the date of signing the Agreement. In the case of using it within 12 months from the date of concluding of the Agreement, all or part of this amount may upon the Company's request convert to a non-renewable loan no. 2 up to the maximum amount of PLN 75,000,000.00. After 12 months from the date of conclusion of the Agreement, the total amount of used overdraft will be automatically converted by the Bank into a non-renewable loan no. 2. Each tranche of used non-renewable loan is repayable in 12 equal quarterly installments. The first installment will be repaid on the first day of the calendar quarter after the second anniversary of the signing of the Agreement;

In accordance with the provisions of the Agreement, the Credit Limit will be secured with a declaration on voluntary submission to execution by the Company, a contractual mortgage established for the benefit of the Bank on real estate located in Warsaw at 8/10 Czerska Street for which the Company owns the right of perpetual usufruct and ownership of the building located there, and the transfer of rights from the insurance policy on the above property.

What is more, the Company has undertaken obligation to maintain certain financial parameters and ratios related to its activities during the credit period at the level agreed with the Bank. At the same time, the Company agreed to transfer a substantial part of the transaction service to the Bank within the deadline specified in the Agreement.

The Credit Limit will bear the WIBOR rate for one-month or three-month deposits in PLN plus the Bank's margin. In the event of failure to pay within the deadline specified in the Agreement some or all of the Bank's receivables, the Company will be charged interest at the base rate plus 3.85pp. There are no other provisions on contractual penalties in the contract.

Maximum Credit Limit exceeds 10% of the Company's equity, so the Agreement was marked significant.

At the same time, the Company and selected companies from its capital group will conclude a cash pooling agreement with the Bank. In accordance with this agreement, the Company may use sublimit up to PLN 80,000,000.00 from funds collected by other participants in the cash pooling system.

Legal basis: article 17, paragraph 1 of the Regulation of the European Parliament and Council Regulation (EC) No. 596/2014 of April 16th, 2014 on market abuse (Regulation on Market Abuse) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and the Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC.

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6/2017 Execution of credit line agreement

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