The Management Board of Agora S.A. with its registered office in Warsaw (“Agora”, “The Company”) with reference to the current report no. 6/2026 of 29 April 2026, informs that on 19 May 2026 the Company completed negotiations with key managers of the subsidiary Helios S.A. who are also minority shareholders of Helios S.A. (“Managers”) regarding the  change of “call” and “put” options concerning shares in Helios held by Managers, and has entered into new option agreements replacing the existing agreements between the Company and the Managers (“Option Agreements”).

The amendments to the terms of the “call” and “put” options introduced on the basis of Option Agreements include, in particular:

• The postponement of the date from which the Managers and the Company are entitled to exercise “put” and “call” options to 1 January 2030 in the case of the option agreement between the Company and Tomasz Jagiełło, and to 1 January 2029 in the case of other Managers, while extending the term of the option until 19 May 2036;
• The “put” and “call” options may be exercised by submitting a declaration of acceptance of, respectively, an offer to purchase or an offer to sell, submitted during the periods from 1 to 17 June of each year in the case of “put” option and from 18 to 30 June in the case of “call” option;
• The introduction of the possibility for the Company and the Managers to dispose of shares in Helios during the suspension period of the right to exercise the “put” and “call” options referred to in item (i) above, on the terms and in the manner set out in the Option Agreements.
• The introduction of a fixed price for the acquisition by the Company of Helios shares held by the Managers under the options, in the amount of PLN 40.90, calculated in accordance with the provisions of the existing option agreement based on the Helios approved annual financial statements for the last two fiscal years, 2023 and 2024. The price determined in this manner may be increased only under clearly specified conditions set out in the Option Agreements related to the disposal of Helios shares;
• Tomasz Jagiełło has been granted, under the “call” option, the right to sell to the Company 70,000 Helios shares annually until 31 December 2029, provided that no more than 200,000 shares in total may be sold at the minimum price referred to in item (iv) above.

All other material terms of the “call” and “put” options concerning shares in Helios remain unchanged.

Legal basis: article 17, paragraph 1 of the Regulation of the European Parliament and Council Regulation (EC) No. 596/2014 of April 16th, 2014 on market abuse (Regulation on Market Abuse) and repealing Directive 2003/6/EC of the European Parliament and of the Council and the Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC (Acts. Office. EC L 173, 06.12.2014).