regulatory filing

On the basis ofArticle. 17 sec. 1 and 4 of Regulation (EU) No 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 on market abuse(regulation on market abuse) and repealing Directive 2003/6 / EC of theEuropean Parliament and of the Council and Commission directive 2003 /124 / WE, 2003/125 / EC and 2004/72 / EC ("MAR"), the Management Boardof Agora SA ("Company") ("Management Board") hereby disclosesconfidential information on the commencement of negotiations of theCompany's subsidiary AMS S.A. with its registered seat in Warsaw,concerning purchase of shares of Synergic sp. z o.o. with its registeredseat in Warsaw, from February 4, 2025("ConfidentialInformation")("Negotiations").

Contents of thedelayed Confidential Information:

The Management Boardof Agora S.A. with its registered seat in Warsaw ("Company","Agora") hereby informs that on February 4, 2025 theCompany received information on commencement of negotiations of theCompany's subsidiary AMS S.A. with its registered seat in Warsaw,concerning purchase of shares of Synergic sp. z o.o. with its registeredseat in Warsaw.

The commencement ofthe negotiations described above does not mean that they will end withthe establishment of final conditions ofpurchaseof shares.

The Company shallpublish a separate regulatory filing on potential finalizing ofnegotiations, conditions of the agreement and signing of relevantdocuments.

Reasons fordelaying the transfer of Confidential Information to the public:Inthe opinion of the Management Board, the delay in disclosure of theabove Confidential Information met the conditions set out in the MAR andthe guidelines of the European Securities and Markets Authority (ESMA)regarding the delay in disclosure of confidential information andinteractions with prudential supervision of April 13, 2022 ("ESMAGuidelines") at the time of the decision on delay.

In the ManagementBoard's opinion, the immediate disclosure of Confidential Informationgenerated the risk of a negative impact on the course and outcome of theNegotiations, conditions of the share purchase agreement, and theprobability of its conclusion.

The above could, inparticular, result in obtaining conditions worse than in the case ofkeeping the information confidential, and even the lack of successfulcompletion of the Negotiations in future. In the opinion of theManagement Board, the above premises meet the criteria for thepossibility of infringement of the legally legitimate interest of theissuer specified in point 5.1.10a of the ESMA Guidelines.

Due to theunpredictable outcome of the negotiations, the Management Board decidedthat publication of the Confidential Information to the public couldresult in inappropriate assessment of this information and its potentialimpact on the Company's value by the public.

The Company also tookand implemented measures necessary to keep Confidential Informationconfidential, until it was made public, in particular by implementing,at the level of the Capital Group of the Company, the internalcirculation and information protection procedure. At the time of thedecision to delay disclosure of the Confidential Information, pursuantto Art. 18 MAR, a list of persons having access to ConfidentialInformation was prepared, which was monitored on an ongoing basis andupdated as necessary.

According to art. 17sec. 4 MAR, immediately after the publication of this report, theCompany will inform the Polish Financial Supervision Authority about thedelay of disclosure of the Confidential Information together with anindication 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 16April 2014 on market abuse (regulation on market abuse) and repealingDirective 2003/6 / EC of the European Parliament and of the Council andCommission Directive 2003/124 / EC, 2003/125 / EC and 2004/72 / EC -confidential information.