DEMERGER PLAN OF AGORA KSIĄŻKA I MUZYKA SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ WITH ITS REGISTERED OFFICE IN WARSAW PURSUANT TO ART. 529 §1 ITEM 5 OF THE COMMERCIAL COMPANIES CODE BY TRANSFERRING PART OF THE ASSETS OF THE COMPANY BEING DIVIDED TO AN EXISTING COMPANY IN EXCHANGE FOR SHARES IN THE ACQUIRING COMPANY TO BE TAKEN UP BY THE COMPANY BEING DIVIDED (DIVISION BY SEPARATION)

DEMERGER PLAN OF
AGORA KSIĄŻKA I MUZYKA SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ
WITH ITS REGISTERED OFFICE IN WARSAW
PURSUANT TO ART. 529 §1 ITEM 5 OF THE COMMERCIAL COMPANIES CODE
BY TRANSFERRING PART OF THE ASSETS OF THE COMPANY BEING DIVIDED TO AN EXISTING COMPANY IN EXCHANGE FOR SHARES IN THE ACQUIRING COMPANY TO BE TAKEN UP BY THE COMPANY BEING DIVIDED
(DIVISION BY SEPARATION)

DEFINITIONS

“Company Being Divided” means Agora Książka i Muzyka spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw (00-732), ul. Czerska 8/10, entered in the register of entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under KRS number: 0001053301, NIP: 5214032891, with a share capital of PLN 2,000,000.00

“Acquiring Company” means Next Film spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw (00-732), ul. Czerska 8/10, entered in the register of entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under KRS number: 0000432663, NIP: 7252061849, with a share capital of PLN 1,000,000.00

“Music Segment” or “Separated Business” means the set of tangible and intangible assets, separated organisationally, financially and functionally on the basis of the Management Board Resolution, connected with the activities of the Company Being Divided in the field of (i) producing and releasing music as well as audiovisual recordings of music and concerts, conducted under the business designation “Agora Muzyka”, and (ii) direct distribution of music to Polish and global digital stores and the operation of a YouTube network offering comprehensive channel services for artists and labels, as well as access to Content ID technology, conducted under the business designation “Agora Digital Music”, constituting an organised part of an enterprise within the meaning of Art. 55¹ of the Civil Code, the CIT Act and the VAT Act.

“Division” means the division of the Company Being Divided by separation and the transfer of part of the assets of the Company Being Divided to the Acquiring Company on the terms set out in the Demerger Plan.

“Demerger Plan” means this demerger plan, on the basis of which the Division of the Company Being Divided by separation will take place on the terms set out herein.

“Management Board Resolution” means the resolution of the Management Board of Agora Książka i Muzyka sp. z o.o. with its registered office in Warsaw, adopted by circulation on 14 March 2025, on the formal separation of divisions within the company’s organisational structure.

“Separation Date” means the date of registration of the Division and of the increased share capital of the Acquiring Company in the National Court Register.

“KSH” means the Act of 15 September 2000 – the Commercial Companies Code (consolidated text: Dz.U. 2024, item 18, as amended).

“CIT Act” means the Act of 15 February 1992 on Corporate Income Tax (consolidated text: Dz.U. 2025, item 278, as amended).

“VAT Act” means the Act of 11 March 2004 on Value Added Tax (consolidated text: Dz.U. 2024, item 361).

INTRODUCTION

1.1 The Management Boards of the Company Being Divided and the Acquiring Company, acting pursuant to Art. 533 § 1 of the Commercial Companies Code, have agreed this Demerger Plan of the Company Being Divided. The Division of the Company Being Divided will be effected pursuant to Art. 529 § 1 item 5 of the KSH, i.e. by transferring part of the assets of the Company Being Divided to the Acquiring Company.

1.2 The essence of the planned Division is the separation from Agora Książka i Muzyka sp. z o.o. of an organised part of the enterprise comprising the Music Segment and its transfer to the Acquiring Company, which will make it possible to achieve greater synergies within the operations of the individual business lines of the Agora S.A. Capital Group.

1.3 The Company Being Divided will be allotted all of the shares in the share capital of the Acquiring Company created as a result of the Division.

1.4 As a result of the Management Board Resolution, there exist within the Company Being Divided organisationally, financially and functionally separated sets of tangible and intangible assets, i.e. the Music Segment and the Book Segment within the meaning of the Management Board Resolution, constituting organised parts of an enterprise within the meaning of the CIT Act and the VAT Act.

TYPE, BUSINESS NAME AND REGISTERED OFFICE OF EACH OF THE COMPANIES PARTICIPATING IN THE DIVISION

2.1 The Company Being Divided is Agora Książka i Muzyka spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw (00-732), ul. Czerska 8/10, entered in the register of entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under KRS number: 0001053301, NIP: 5214032891, with a share capital of PLN 2,000,000.00.

The Company Being Divided is a capital company and is not in liquidation or bankruptcy – accordingly, pursuant to Art. 528 of the KSH, it may be divided.

2.2 The Acquiring Company is Next Film spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw (00-732), ul. Czerska 8/10, entered in the register of entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under KRS number: 0000432663, NIP: 7252061849, with a share capital of PLN 1,000,000.00

MANNER AND COURSE OF THE DIVISION

3.1 The Division of the Company Being Divided will be effected pursuant to Art. 529 § 1 item 5 of the KSH (division by separation), i.e. by transferring part of the assets of the Company Being Divided, constituting an organised part of an enterprise within the meaning of the CIT Act and the VAT Act, to the Acquiring Company in exchange for shares which the Acquiring Company will issue to the Company Being Divided.

3.2 The planned Division will take place without reducing the share capital of the Company Being Divided. Pursuant to Art. 542 § 4 of the KSH, the separation will be financed by reducing the equity of the Company Being Divided other than its share capital.

3.3 The planned Division will be accompanied by an increase of the share capital of the Acquiring Company by way of an amendment to its deed of incorporation.

3.4 The transfer of the Separated Business, together with all rights and obligations connected with that business, to the Acquiring Company will take place on the date of entry of the increase of the share capital of the Acquiring Company in the register of entrepreneurs of the National Court Register. A detailed description and allocation of the assets (assets and liabilities) is set out in Appendix No. 5 to the Demerger Plan.

3.5 All other assets of the Company Being Divided, including all assets connected with the business activity conducted by the Book Segment within the Company Being Divided (within the meaning of the Management Board Resolution), which are not allocated to the Acquiring Company in this Demerger Plan, shall remain with the Company Being Divided.

3.6 The Division will be based on the balance sheet of the Company Being Divided prepared as at 1 March 2025.

3.7 As of the Separation Date, the Acquiring Company will take over all rights and obligations arising from agreements with third parties and from employment relationships with the employees of the Separated Business.

SEPARATED BUSINESS

4.1 As of the Separation Date, the Acquiring Company takes over part of the assets of the Company Being Divided in the form of the Separated Business, i.e. all tangible and intangible components, including liabilities, directly connected exclusively with the Separated Business, whether or not listed by type or mentioned in the Demerger Plan. A description of the assets, legal relationships, permits, concessions or reliefs allocated to the Acquiring Company is set out in Appendix No. 5 to this Demerger Plan.

4.2 In the period between the preparation of the Demerger Plan and the Separation Date, the Company Being Divided will conduct its normal operating and financial activities. Consequently, changes will occur in the structure and composition of the assets and liabilities allocated in the Demerger Plan to the Acquiring Company. New or updated rights, cash and cash equivalents, and liabilities arising from, obtained or created as a result of the exercise of the rights and obligations allocated in accordance with the Demerger Plan to the Acquiring Company will, as at the Separation Date, become assets and liabilities of the Acquiring Company.

CAPITAL AND SHARES

5.1 In connection with the Division, the Company Being Divided will be allotted all of the newly created shares in the share capital of the Acquiring Company in exchange for the Separated Business.

5.2 The increase of the share capital of the Acquiring Company will be covered by the Separated Business, and the difference in the net book value of the separated assets of the Company Being Divided will be reflected in the reserve capital of the Acquiring Company.

5.3 There will be no reduction of the share capital of the Company Being Divided.

5.4 No additional payments, as referred to in Art. 529 § 3 and § 4 of the KSH, are envisaged.

SHAREHOLDING STRUCTURE AND SHARE CAPITAL INCREASE

6.1 As at the date of this Demerger Plan, Helios S.A., with its registered office in Łódź, is the sole shareholder of the Acquiring Company and holds 1,000 shares with a nominal value of PLN 1,000.00 each in the share capital of the Acquiring Company.

6.2 As part of the Division, the share capital of the Acquiring Company will be increased by 68 shares with a nominal value of PLN 1,000.00 each and a total nominal value of PLN 68,000.00. The Company Being Divided will take up all 68 shares with a nominal value of PLN 1,000.00 each and a total nominal value of PLN 68,000.00 in the increased share capital of the Acquiring Company in exchange for an in-kind contribution in the form of the Music Segment.

6.3 The share capital increase will be covered by the Company Being Divided with an in-kind contribution in the form of an organised part of the enterprise of the Company Being Divided, within the meaning of Art. 55¹ of the Civil Code, serving the conduct of business within the scope of the Music Segment, comprising all tangible and intangible components, including liabilities, intended for conducting business in the field of (i) producing and releasing music as well as audiovisual recordings of music and concerts, conducted under the business designation “Agora Muzyka”, and (ii) direct distribution of music to Polish and global digital stores and the operation of a YouTube network offering comprehensive channel services for artists and labels, as well as access to Content ID technology, conducted under the business designation “Agora Digital Music”. The difference between the net book value of the in-kind contribution (i.e. the separated assets of the Company Being Divided) and the amount of the increase of the share capital of the Acquiring Company will be reflected in the reserve capital of the Acquiring Company.

6.4 After the Division, the share capital of the Acquiring Company will amount to PLN 1,068,000.00 and will be divided into 1,068 equal and indivisible shares with a nominal value of PLN 1,000.00 each. The shareholders of the Acquiring Company will be Helios S.A., holding 1,000 shares with a nominal value of PLN 1,000.00 each and a total nominal value of PLN 1,000,000.00, and the Company Being Divided, holding 68 shares with a nominal value of PLN 1,000.00 each and a total nominal value of PLN 68,000.00.

6.5 The ratio of the shares of the Company Being Divided to the shares of Helios S.A. in the share capital of the Acquiring Company after the Division, and consequently the amount by which the share capital of the Acquiring Company will be increased, have been determined on the basis of valuations of the Separated Business and of the Acquiring Company.

DATE FROM WHICH THE SHARES ALLOTTED IN THE ACQUIRING COMPANY CARRY THE RIGHT TO PARTICIPATE IN PROFIT

7.1 The shares of the Acquiring Company issued to the Company Being Divided will participate in the profit of that company from the Separation Date.

SPECIAL BENEFITS FOR MEMBERS OF THE GOVERNING BODIES OF THE COMPANY BEING DIVIDED AND THE ACQUIRING COMPANY AND FOR OTHER PERSONS PARTICIPATING IN THE DIVISION

8.1 No special benefits are envisaged for members of the governing bodies of the Company Being Divided or the Acquiring Company, or for other persons participating in the Division.

8.2 No rights in the Acquiring Company are envisaged for the shareholder of the Company Being Divided or for persons with special rights in the Company Being Divided.

CONSENTS AND PERMITS

The Division will be carried out after the Company Being Divided and the Acquiring Company have obtained the necessary consents and permits, insofar as these are required by provisions of law.

PREPARATION OF THE DEMERGER PLAN

The Demerger Plan was agreed and prepared on 16 April by the Management Boards of the Company Being Divided and the Acquiring Company, in accordance with Art. 533 § 1 of the KSH.

Demerger Plan AKiM_NF – scanned document