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MESSAGE _ENGLISH VERSION_ |
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20/2026 The agreed plan of merger of Agora S.A.
and Agora TC sp. z o.o. and first notice to shareholders of intention to
mergeRegulatory filing
The Management Board of Agora S.A., with its
registered office in Warsaw _"Agora", "Company"_, hereby announces that
on 7 September 2026 Agora agreed with Agora TC sp. z o.o., with its
registered office in Warsaw _"Agora TC"_ the merger plan _"Merger Plan"_
between the companies.
According to the Merger Plan, the merging entities
are Agora _the "Acquiring Company"_ and Agora TC _the "Acquired
Company"_. The merger will take place in accordance with Article 492
§1_1_ of the Polish Commercial Companies Code _"CCC"_, i.e. by
transferring all assets of the Acquired Company to the Acquiring
Company. The merger will also take place under a simplified procedure
pursuant to art. 516 § 6 of the CCC, without increasing Agora's share
capital, as well as without changing the Company's statute, because
Agora is the only shareholder of Agora TC.
In accordance with art. 516 § 5 of the CCC, the
merging companies do not prepare reports of the Management Boards
justifying the merger and the Merger Plan will not be verified by a
certified auditor as to its correctness and reliability.
Along with this regulatory filing, Agora will publish
the Merger Plan, prepared on the basis of art. 499 et seq. of the CCC.
In accordance with art. 500 § 21 CCC, the Merger Plan is
available on the website of Agora _agora.pl_.
The purpose of the planned merger is the acquisition
by Agora S.A. of Agora TC sp. z o.o., whose activities are primarily
limited to providing fixed-line and wireless telecommunications services
to the Acquiring Company and its affiliated entities. The merger is
being conducted for valid economic reasons and is intended to simplify
and streamline the corporate structure of the Agora Group and reduce its
operating costs by consolidating all back-office services within the
parent company, Agora S.A.
First notice of intention to merge
Acting pursuant to Article 504 §1 CCC, the Management
Board hereby gives the first notice to shareholders of its intention to
merge Agora S.A. _the "Acquiring Company"_ with Agora TC sp. z o.o.,
with its registered office in Warsaw, entered into the Register of
Entrepreneurs of the National Court Register maintained by the District
Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division
of the National Court Register, under KRS No. 0000105451 _the "Acquired
Company"_.
The merger will be carried out through the transfer
of all assets of the Acquired Company to the Acquiring Company, pursuant
to Article 492 §1_1_ CCC. As Agora is the sole shareholder of Agora TC,
the merger will be effected under the simplified procedure pursuant to
Article 516 §6 CCC, without increasing Agora's share capital and without
amending the Company's Articles of Association.
As a result of the merger, upon registration of the
merger in the Register of Entrepreneurs of the National Court Register,
Agora S.A. will acquire all assets of Agora TC sp. z o.o. by way of
universal succession pursuant to Article 494 §1 CCC.
On 7 September 2026, Agora S.A. and Agora TC sp. z
o.o. agreed in writing on the Merger Plan, which has been published by
the Acquiring Company on its website at https://www.agora.pl _the
"Merger Plan"_ and will remain publicly available until the conclusion
of the General Meeting of the Acquiring Company and the Shareholders'
Meeting of the Acquired Company at which resolutions approving the
merger are adopted.
The merger requires the approval of the General
Meeting of the Acquiring Company and the Shareholders' Meeting of the
Acquired Company. Agora S.A. will convene the General Meeting for the
purpose of adopting the merger resolution by means of a separate current
report.
Pursuant to Article 505 §3ą CCC, the Company fulfils
shareholders' right to information regarding the merger by making the
following documents continuously available on Agora's website
_https://www.agora.pl_, in electronic form and printable, until the
conclusion of the General Meeting of the Acquiring Company and the
Shareholders' Meeting of the Acquired Company at which resolutions
approving the merger are adopted:
_i_ the financial statements and management reports
of the merging companies for the last three financial years, together
with the auditor's opinion and report; and
_ii_ the Merger Plan together with its appendices.
Legal basis: Article 504 §1 of the Act of 15
September 2000, the Commercial Companies Code _consolidated text:
Journal of Laws of 2024, item 18, as amended_.
Appendices:
Merger Plan with attachments
Agora TC - financial statements with the auditor's
report and the Management Board's report on the activities for 2023
Agora TC - financial statements with the auditor's
report and the Management Board's report on the activities for 2024
Agora TC - financial statements with the auditor's
report and the Management Board's report on the activities for 2025
Agora - financial statements with the auditor's
report and the Management Board's report on the activities for 2023
Agora - financial statements with the auditor's
report and the Management Board's report on the activities for 2024
Agora - financial statements with the auditor's
report and the Management Board's report on the activities for 2025
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RB-W: Uzgodnienie treści planu połączenia pomiędzy Agora S.A. a Agora TC sp. z o.o. oraz
pierwsze zawiadomienie akcjonariuszy o zamiarze połączenia
