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September 21, 2021 / 18:49

18/2021 Completion of negotiations on changing the terms of the managerial options in Helios S.A. and execution of annexes to the option agreements

Regulatory filing

The Management Board of Agora S.A. with its registered seat in Warsaw ("Agora", "the Company") with reference to the current report no. 46/2020 of 31 December 2020, informs that on 21 September 2021 the Company completed negotiations with key managers of the subsidiary Helios S.A. who are also minority shareholders of Helios S.A. ("Managers") regarding the change of the terms of call and put options relating to their shares in Helios S.A., and signed relevant annexes with them.

The scope of the agreed changes includes, among others:

postponement of the possibility to call the Company by the Managers to purchase the shares of Helios S.A. held by them (put option) in such a way that:

by 31 December 2022, the put option will cover, subject to certain exceptions, a maximum 7,5% of the Managers' shares;
by 30 June 2024 the put option will cover, subject to certain exceptions, a maximum 20,0% of the Managers' shares, and
postponement of the Company's right to call upon Managers to sell the shares of Helios S.A. held by them (call option), so that the call option can be exercised, subject to certain exceptions, from 1 July 2025 at the earliest.

In addition, the price for ca. 58% of the shares acquired under the put option from Managers until 30 June 2025, will be determined based on the results of Helios S.A. for the 2018 and 2019 financial years. In the remaining scope and from 1 July 2025 - for all shares - the basis for calculating the share price under the put and call options will be the result of Helios S.A. for the last two financial years.

At the same time, the Company was granted Drag Along Right.

Agora S.A. owns 91.4% of shares in Helios S.A. The remaining shares belong to the Managers.

Legal basis: Art. 17 sec. 1 of the Regulation of the European Parliament and of the Council _UE_ No. 596/2014 of April 16, 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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18/2021 Completion of negotiations on changing the terms of the managerial options in Helios S.A. and execution of annexes to the option agreements

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