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October 7, 2024 / 16:41

32/2024 Completion negotiations and sale of shares in Step Inside sp. z o.o. by Helios S.A.

Regulatory filing

The Management Board of Agora S.A. with its seat in Warsaw (“Agora”), in connection with the regulatory filing No. 7/2024 of March 21, 2024, hereby informs that today, i.e. October 7th, 2024 it was informed that Agora’s subsidiary Helios S.A. with its seat in Łódź (“Helios”) concluded with Step Outside sp. z o.o. with its seat in Wrocław (“Step Outside”) a share purchase agreement concerning sale of all shares of Step Inside sp. z o.o. with its seat in Łódź (“Step Inside”) held by Helios (“Transaction”).

As a result of the Transaction, Helios sold all shares held in Step Inside (i.e. 2970 shares constituting 90% of the share capital of Step Inside) for a price amounting to PLN 17.400.000. Payment of the price was spread over time until August 2023 in the following manner:

10.34% of the share purchase price shall be paid until August 2025;
13.8% of the purchase price shall be paid afterwards, i.e. until August 2026;
Throughout two consecutive years, i.e. until August 2028 the buyer shall pay 17.24% of the purchase price annually;
Throughout last two years of the repayment period (until August 2030) the buyer shall pay the remaining 41.38% of the purchase price.

Ownership of the shares was transferred to the buyer upon payment of the first installment of the purchase price, i.e. on the day of the Transaction.

To secure payment of the price, Step Outside granted helios securities in the form of (i) simple and registered pledge on 2970 shares in the share capital of Step Inside and (ii) and a surety granted by Pasibus sp. z o.o. with its seat in Wrocław (Pasibus”).

Remaining terms and conditions of the Transaction do not differ form market solutions used in contracts for similar transactions.

As a consequence of the Transaction, the investment agreement concerning Step Inside concluded between Helios, Step Inside, Pasibus and natural persons being minority shareholders of Step Inside, expired. Agora informed about the investment agreement in the regulatory filing No. 4/2020 of January 31, 2020.

Agora informed of the investment of Helios in the business involving opening, running and development of chain of restaurants under the brand of Pasibus in regulatory filings No. 4/2019 of February 28, 2019, No. 10/2019 of April 23, 2019 and 4/2020 of January 31, 2020. Completion of the Transaction means the end of the investment in the food service sector by Helios.

Final settlement of disposal of the subsidiary shall be reported in the condensed interim consolidated financial statements for Q3 2024.

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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32/2024 Completion negotiations and sale of shares in Step Inside sp. z o.o. by Helios S.A.