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February 27, 2023 / 10:34

14/2023 Conclusion of the Share Purchase Agreement to purchase 110 shares of Eurozet sp. z o.o. from SFS Ventures s.r.o. with its seat in Prague under Call Option 1

Regulatory filing

The Management Board of Agora S.A. with its registered office in Warsaw ("Company" or "Agora"), with reference to regulatory filings Nos. 8, 11, 12, 13 of February 27, 2023, the Company has concluded the Share Purchase Agreement with SFS Ventures s.r.o. with its seat in Prague (“SFS Ventures”) under which the Company purchased 110 shares in the share capital of Eurozet sp. z o.o. (“Eurozet”)(“Agreement”) constituting 11% of the share capital of Eurozet and 11% of the total number of votes at the Eurozet’s shareholders’ meeting (“Shares”), in accordance with the Shareholders’ Agreement concluded between the Company and SFS Ventures on February 20, 2019 as amended (“Shareholders’ Agreement”). Purchase of Shares took place under Call Option 1 described in the Shareholders’ Agreement and in accordance with rules stated thereof.

In compliance with the Shareholders’ Agreement, the Company gained ownership of Shares in exchange for the initial sale price in the amount of EUR 9,170,000. The final price shall be determined in accordance with the formula stipulated in the Shareholders’ Agreement on the basis of financial statements of Eurozet capital group for four full quarters preceding submission of the Call Option 1 request and adjusted by final amounts of some final economic and financial parameters as described in the Shareholders’ Agreement.

The Agreement provides for set-off of mutual accounts receivables: (i) of the Company – payment of the loan agreement concluded by the Company and SFS Ventures on February 27, 2023, and (ii) SFS Ventures – payment of the initial sale price for Shares under the Agreement.

Detailed terms of the Agreement (concerning in particular representations and warranties granted by SFS Ventures in connection with the sale of Shares) do not deviate from market solutions used in contracts for similar transactions.

As a result of the Agreement concluded on February 27, 2023, the Company became owner of 510 shares of Eurozet, constituting 51% of the share capital of Eurozet and 51% of the total number of votes at the Eurozet’s shareholders’ meeting and the majority shareholder of Eurozet.

In line with previous communication (regulatory filing No. 11/2023 of February 27, 2023, in connection with rules stated in the Shareholders’ Agreement, the Company (or a third party indicated by the Company) is entitled to purchase remaining 490 shares of Eurozet under Call Option 2 until July 31, 2025.

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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14/2023 Conclusion of the Share Purchase Agreement to purchase 110 shares of Eurozet sp. z o.o. from SFS Ventures s.r.o. with its seat in Prague under Call Option 1

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