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February 27, 2023 / 10:24

11/2023 Completion of negotiations and signing of Annex No. 6 to the agreement of Eurozet shareholders

Regulatory filing

The Management Board of Agora S.A. with its registered office in Warsaw ("Company" or "Agora"), with reference to regulatory filing No. 7/2023 of February 19, 2023 and regulatory filing No. 3/2019 of February 20, 2019, together with regulatory filings Nos. 1/2022 of February 1, 2022, 2/2022 of February 16, 2022, 16/2022 of May 19, 2022, 26/2022 of June 29 2022, 29/2022 of July 29 2022 and 31/2022 of August 19, 2022, informs that today the Company has completed negotiations with SFS Ventures s.r.o. with its seat in Prague (“SFS Ventures”), the effect of which is conclusion of Annex No. 6 to the Shareholders’ Agreement of February 20, 2019 (“Annex”)(“Agreement”).

The Annex amended, in particular:

the principles of exercising the right to purchase shares of Eurozet held by SFS Ventures (“Call Option”) in such a way that the Company shall be entitled to exercise the Call Option in two phases, i.e. in phase one the Company shall be entitled to purchase from SFS Ventures 110 shares constituting 11% of Eurozet’s share capital and 11% of the total number of votes at the Eurozet’s shareholders’ meeting, the execution of which shall allow the Company to hold a majority stake in Eurozet shares (“Call Option 1”), and in phase two the Company or a third party indicated by the Company shall be entitled to purchase all remaining shares in Eurozet held by SFS Ventures (“Call Option 2”). The term to exercise Call Option 2 shall expire on July 31, 2025 (in accordance with provisions of the Agreement). The Annex also introduces changes adapting rules of determining and adjusting the price to the change in exercising the Call Option by the Company. The Company and SFS Ventures also determined the minimum price of shares purchased under Call Option 2, determined in accordance with the formula stipulated in the Agreement;
Eurozet’s corporate governance rules to protect rights of the minority shareholder in the event of exercising Call Option 1 by the Company and holding the majority stake in Eurozet by the Company, including (i) personal rights of the Company and SFS Ventures to appoint members of the company’s corporate bodies, according to which Agora, as majority shareholder, shall have the personal right to appoint all members of the Management Board and two members of the Supervisory Board, including the Chairperson, (ii) matters in which the consent of the Supervisory Board granted with a qualified majority is required, including agreements concluded with parties related to the Company, the value of which exceeds amount stated in the Agreement;
rules of mutual cooperation and information exchange between the Company and SFS Ventures during the term after exercising Call Option 1 by the Company.

Additionally, the Agreement determines the possibility of reduction of the term to exercise Call Option 2 in the event the Company would not repay the load granted by the Company by SFS Ventures to purchase 110 shares under Call Option 1 in additional term resulting from the loan agreement concluded between the Company and SFS Ventures.

Other provisions of the contract have not been materially changed.

Legal basis: Art. 17 sec. 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 - confidential information.

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11/2023 Completion of negotiations and signing of Annex No. 6 to the agreement of Eurozet shareholders

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