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June 14, 2024 / 09:37

22/2024 Conclusion of the share purchase agreement to purchase 490 shares of Eurozet sp. z o.o. from SFS Ventures s.r.o. with its seat in Prague under Call Option 2

Regulatory filing

The Management Board of Agora S.A. with its registered office in Warsaw ("Company" or "Agora"), with reference to regulatory filings No. 19/2024 of May 31, 2024, hereby informs that 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 490 shares in the share capital of Eurozet sp. z o.o. (“Eurozet”)(“Agreement”) constituting 49% of the share capital of Eurozet and representing 49% 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 2 described in the Shareholders’ Agreement and in accordance with rules stated thereof.

In compliance with the Agreement and the Shareholders’ Agreement, the sale price for the Shares is EUR 38,750,000 and is the final price, not subject to adjustment.

Transfer of ownership of Shares shall take place upon payment of the sale price to the SFS Ventures’ bank account. The Company shall inform of the transfer in a separate regulatory filing.

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, and upon payment of the sale price for Shares, the Company shall become the sole shareholder holding the total of 1000 shares of Eurozet, constituting 100% of the share capital of Eurozet and representing 100% of the total number of votes at the Eurozet’s shareholders’ meeting.

 

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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