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MESSAGE _ENGLISH VERSION_ |
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22/2026
Second notice
to shareholders of intention to merge Agora S.A. and Agora TC sp. z o.o.
The Management
Board of Agora S.A. with its registered seat in Warsaw _"Company",
"Agora"_, acting pursuant to Article 504 §1 CCC, hereby gives the second
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 first
notice was published in regulatory filing no.
20/2026 dated September 7, 2026.
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 September 7,
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 Plan was also
published by the Acquired Company in the Court and Economic Gazette
_*Monitor Sądowy i Gospodarczy*_ of September 11, 2026, No. 177 _7582_,
item 41753.
In order to adopt
a resolution regarding the merger, the Company convened an Extraordinary
General Meeting for October 15, 2026, at 11:00 a.m., in the manner
prescribed by the CCC and the Company's Articles of Association. The
notice convening the Extraordinary General Meeting, together with the
draft resolutions, was published by the Company in regulatory filing no.
21/2026 dated September 18, 2026.
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. These documents constitute an attachment to Current Report
No. 20/2026, available on the Company's website.
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_.
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RB: Drugie zawiadomienie akcjonariuszy o zamiarze połączenia Agora S.A. z Agora TC sp.
z o.o. 
