On the basis of Article. 17 sec. 1 and 4 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 / WE, 2003/125 / EC and 2004/72 / EC ("MAR"), the Management Board of Agora SA ("Company") ("Management Board") hereby discloses confidential information from March 29, 2023 on Company’s commencement of negotiations concerning sale of a real estate located in Tychy.

Contents of the delayed Confidential Information:

The Management Board of Agora S.A. with its registered office in Warsaw ("Agora", "Company") informs that on March 29, 2023 the Company commenced negotiations concerning sale of a developed real estate located in Tychy at 4 Towarowa Street, for which the District Court in Tychy, 5^th Division of Land Registry keeps a land and mortgage register with the number KA1T/00004100/9 (“Property”)(“Transaction”).

The decision to sell the Property results from the fact that after the restructuration of the polygraphic activity and cessation of the printing business in Tychy in the second half of 2019 (which was communicated by Agora in regulatory filings Nos. 5/2019 of March 5, 2019 and 7/2019 of March 25, 2019), the Company does not effectively use the Property for its business operations.

In connection with the above, on March 29, 2023, Agora signed a non-binding Letter of Intent with a potential buyer (“Letter of Intent”) on the basic conditions of the Transaction. The condition to conduct the Transaction is, i.a., agreeing on detailed terms of the Property sale agreement and results of the Property due diligence process which shall be conducted by the potential buyer.

The estimated value of the Property amounts to PLN 20 mio. Sale of the Property may have impact of the operational results of Agora Group in Q2 2023.

Commencement of the abovementioned negotiations does not mean that the negotiations shall end with determination of final terms of the Transaction. The Company shall inform of next phases of the Transaction, in line with the binding provisions of the law.

Reasons for delaying the transfer of Confidential Information to the public:

In the opinion of the Management Board, the delay in disclosure of the above Confidential Information met the conditions set out in the MAR and the guidelines of the European Securities and Markets Authority (ESMA) regarding the delay in disclosure of confidential information and interactions with prudential supervision of April 13, 2022 ("ESMA Guidelines") at the time of the decision on delay.

In the Management Board's opinion, the immediate disclosure of Confidential Information generated the risk of a negative impact on the course and outcome of the negotiations, the terms of the sale agreement and the probability of its conclusion. Disclosure information about the Company's negotiations on the sale of the Property and conclusion of the Letter of Intent could contribute to third party interference, which could have a negative impact on the duration and the terms of the Transaction.

The above could, in particular, result in obtaining conditions worse than in the case of keeping the information confidential, and even the lack of successful completion of the negotiation in future. In the opinion of the Management Board, the above premises meet the criteria for the possibility of infringement of the legally legitimate interest of the issuer specified in point 5.1.10a of the ESMA Guidelines.

In the opinion of the Management Board, there were no indications that delay in disclosing Confidential Information could mislead the public. In view of the above, there were no grounds to consider that the delay in publishing the Confidential Information to the public contrasts with the market expectations based on the communication previously conducted by the Company.

The Company also took and implemented measures necessary to keep Confidential Information confidential, until it was made public, in particular by implementing, at the level of the Capital Group of the Company, the internal circulation and information protection procedure. At the time of the decision to delay disclosure of the Confidential Information, pursuant to Art. 18 MAR, a list of persons having access to Confidential Information was prepared, which was monitored on an ongoing basis and updated as necessary.

According to art. 17 sec. 4 MAR, immediately after the publication of this report, the Company will inform the Polish Financial Supervision Authority about the delay of disclosure of the Confidential Information together with an indication of the fulfillment of the reasons for such delay.

Legal basis: Art. 17 sec. 1 and par. 4 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 / WE, 2003/125 / EC and 2004/72 / EC - confidential information.