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 on the initiation of negotiations with SFS Ventures s.r.o. with its seat in Prague (“SFS Ventures”) from October 30, 2023 on amending provisions of the Shareholders’ Agreement of February 20, 2019 (“Shareholders Agreement”) of the company Eurozet sp. z o.o. (“Eurozet”)(“Confidential Information”).

Contents of the delayed Confidential Information:

The Management Board of Agora S.A. with its registered office in Warsaw ("Company"), with reference to the Company’s regulatory filings No. 3/2019 of February 20, 2019, 11/2023 of February 27, 2023, 13/2023 of February 27, 2023, 14/2023 of February 27, 2023, hereby informs that today the Company commenced negotiations with SFS Ventures concerning amendments to the Shareholders Agreement, in particular amendment to the principles of setting the final sale price of shares of Eurozet for the Company, including shares purchased by the Company under Call Option 1 and the remaining 490 shares available to purchase through exercising Call Option 2.

The commencement of the negotiations described above does not mean that they will end with the establishment of final conditions or conclusion of the negotiated agreement.

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 Annex to the Shareholders Agreement (“Annex”) and the probability of its conclusion. Considering the materiality of matters covered by the Annex for the rules of acquiring shares of the company Eurozet sp. z o.o. and the execution of the long-term strategy of Agora Group, disclosing information about the Company's negotiations on the Annex could contribute to third party interference, which could have a negative impact on the duration and the terms of the Annex and its very conclusion.

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.

Due to the unpredictable outcome of the negotiations, the Management Board decided that publication of the Confidential Information to the public could result in inappropriate assessment of this information and its potential impact on the Company's value by the public.

In the opinion of the Management Board, there were no indications that delay in disclosing Confidential Information could mislead the public, in particular due to the fact that the considered finalization the purchase of the majority package of shares of Eurozet sp. z o.o. was communicated by the Company as part of its filings and execution of responsibilities of a public company, which shares are listed on the regulated market. 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.