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August 19, 2022 / 13:02

31/2022 Completion of negotiations and signing of Annex No. 5 to the agreement of Eurozet shareholders

Regulatory filing

The Management Board of Agora S.A. with its registered office in Warsaw ("the Company" or "Agora"), with reference to the current report No. 3/2019 of 20 February 2019 on the completion of negotiations and conclusion of the contract for the sale of shares in Eurozet sp. z o.o. with its seat in Warsaw ("Eurozet") and the agreement of shareholders of Eurozet concluded on 20 February 2019 ("Partnership Agreement"), as well as current reports: No. 1/2022 of 1 February 2022 on the commencement of negotiations on amendments to the Shareholders Agreement, and No. 2/2022 of 16 February 2022, No. 16/2022 of 19 May 2022, No. 26/2022 of 29 June 2022 and No. 29/2022 of 29 July 2022 on signing with the majority shareholder of Eurozet, i.e. with SFS Ventures s.r.o. with its seat in Prague (Czech Republic) ("SFS Ventures") of the annexes to the Shareholders' Agreement amending it with regard to extending the period of exercising Agora's right to acquire all remaining Eurozet shares belonging to SFS Ventures ("Call Option"), informs that on 19 August 2022 the Company completed negotiations on the amendment of the Shareholders' Agreement conducted so far with SFS Ventures.

As a result of the completed negotiations, Agora concluded with SFS Ventures Annex No. 5 to the Shareholders' Agreement ("Annex No. 5"). In particular, the Annex no. 5 changed the date of exercising the Call Option. Under the Annex No. 5, Agora is entitled (but not obliged) to exercise the Call Option in the period that commenced 12 months after 20 February 2019, i.e. the date of purchase of 40% of Eurozet shares by Agora S.A. and 60% of Eurozet shares by SFS Ventures, and ending on 31 July 2025.

At the same time, provisions were added to the Shareholders' Agreement regarding the possibility of shortening the period of exercising the Call Option in the event of a significant deterioration of the aggregate net debt ratio to the adjusted aggregate EBITDA ratio, in each case calculated jointly for the consolidated data of Agora Group and Eurozet Group, in accordance with the calculation mechanism specified in detail in the Shareholders' Agreement.

Changes were also made to the method of considering some of the financial ratios achieved by SFS Ventures, which affect the determination of the purchase price of Eurozet shares covered by the Call Option by Agora.

The other provisions of the contract have not been materially changed.

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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31/2022 Completion of negotiations and signing of Annex No. 5 to the agreement of Eurozet shareholders

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