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AGORA S.A.
Czerska 8/10 Street
00-732 Warszawa

AGO 1,19%
mWIG40 -0,31%
WIG-MEDIA -0,07%

Regon: 11559486
Numer KRS: 59944
NIP: 526-030-56-44

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September 12, 2019 / 19:34

25/2019 Conclusion of the agreement regarding the purchase of the majority stake in Online Technologies HR sp.z o.o. and shareholders' agreements

Regulatory filing

The Management Board of Agora S.A. with its registered seat in Warsaw ("Agora") with reference to the current report 23/2019 hereby informs that on September 12, 2019 Agora concluded with two natural persons, shareholders of Online Technologies HR Sp. z o.o. with its registered office in Szczecin ("the Seller") and with the company Online Technologies HR Sp. z o.o. ("Online Technologies") investment agreement and shareholders agreement providing, inter alia, Agora's acquisition of 32 shares in this company and acquisition of 15 newly created shares in the share capital of Online Technologies. The above agreement also regulates the mutual rights and obligations of partners, in particular the rules regarding the further operation and management of the company as well as transactions and restrictions related to the sale of shares in the share capital. Agora is, among others authorized to appoint the management board and the majority of members of the Online Technologies supervisory board, and the sellers were banned from conducting competitive activities.

Agora also has the call option (call option) of all remaining shares in Online Technologies that can be exercised, (i) for some Seller's shares after approval of the Online Technologies financial statements for the financial year 2022 (call option 1) and (ii) for all the remaining shares of the Sellers after approval of the Online Technologies financial statements for 2023 (call option 2).

Agora was also obliged under the put option (put option) granted (i) part of Seller's shares in Online Technologies after approving the financial statements of Online Technologies for 2022 (put option 1); (ii) all other Seller's shares in Online Technologies after approval of the company's financial statements for 2023 (put option 2).

The purchase price will depend on the value achieved by EBITDA and revenues.

The purchase of Shares will be financed from Agora's own funds.

The total amount of Agora's investments in Online Technologies is PLN 7.7 million.

Before concluding the contract, Agora held 48 shares constituting 46.15% of the share capital. After concluding the acquisition of 32 shares and taking up 15 newly created shares in Online Technologies, Agora shall hold 95 shares representing 79.8% of the share capital of Online Technologies.

Agora became a shareholder of Online Technologies in 2012. Online Technologies HR Sp. z o.o. is one of the fastest growing technology companies in Central Europe. In 2018, the company made its debut in 26th place in the prestigious Deloitte ranking 'Technology Fast 50 Central Europe'. The company offers its clients first of all a modern HRLink.pl tool available in the subscription model, other IT services related to the recruitment process (e.g. services in the field of creating bookmarks or career-related websites) and brokering the sale of recruitment websites and media. Online Technologies revenues in 2018 amounted to PLN 5.5 million, and the net result to PLN 104 thousand.

The purchase of Shares is a long-term investment of the Agora capital group and is in line with the strategy announced by Agora in June 2018. The transaction will strengthen the position of the Company's capital group on the market of B2B services offered in the SaaS model.

Legal basis: Article 17 para. 1 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Regulation on market abuse) 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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