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February 28, 2020 / 15:24

09/2020 Second notice to shareholders of intention to merge Agora S.A. and Agora-Poligrafia sp. z o.o.

Regulatory filing

Second notice of intention to merge

The Management Board of Agora S.A. with its registered seat in Warsaw (“Company”, “Agora”) hereby informs that in accordance with article 504 § 1 of the Polish Commercial Companies Code (the “CCC”), notifies shareholders for the second time on the intention to merge Agora (the Acquiring Company) with Agora-Poligrafia (the Acquired Company). First notice of intention to merge was published in a regulatory filing 6/2020 dated 12 February 2020.

As a result of the merger, on the date of entry in the National Court Register, Agora will take over all of Agora-Poligrafia's assets through universal succession.

Pursuant to Art. 505 § 3¹ of the CCC, the Company, respecting the shareholders' right to information about the merger, makes available on its website (agora.pl/en): (i) financial statements and reports of the Board accompanied by opinions and reports of a certified auditor for the last three financial years, (ii) Merger Plan with attachments. These documents constitute an attachments to the regulatory filing 6/2020, available on the Company's website. Shareholders can also familiarise themself with the documents on the Agora-Poligrafia’s website (agorapoligrafia.pl).

Pursuant to art. 499 of the CCC, with regard to the fact that Agora is a public listed company and in line with the regulations on public offering and conditions for introducing financial instruments to organized trading system and on public companies, it publishes and presents to shareholders semi-annual financial reports, it is not required for the Acquiring Company to prepare information on its book value prepared for the purpose of the merger according to art. 499 § 2 point 4 of CCC.

The Extraordinary General Meeting with Shareholders of the Acquiring Company, whose agenda includes a resolution on the merger, was convened by the Acquiring Company on March 27, 2020 in regulatory filing 07/2020 dated 28 February 2020.

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

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09/2020 Second notice to shareholders of intention to merge Agora S.A. and Agora-Poligrafia sp. z o.o.

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