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June 23, 2014 / 18:35

19/2014 Amendment to the draft resolution regarding matters introduced into the agenda of Annual General Meeting of Shareholders of Agora S.A. and information on withdrawal of draft resolution submitted by an entitled shareholder.

Regulatory filing

Agora S.A. with its registered seat in Warsaw ("the Company") hereby informs that on June 23rd, 2014 the Company received, from an entitled shareholder - Powszechne Towarzystwo Emerytalne PZU S.A. acting on behalf of Otwarty Fundusz Emerytalny PZU "Złota Jesień" ("PTE PZU"), information regarding:

- withdrawal of draft resolution on appointment of a new member of the Supervisory Board in point 17 of the agenda of Annual General Meeting of Shareholders convened for June 24th, 2014. The candidacy for a Supervisory Board member was not submitted within time specified in Company's Statute.

- amendment to the draft resolution on the change of the Statute of the Company in § 18 point 1 of the Statute in point 15 of the agenda of Annual General Meeting of Shareholders convened for June 24th, 2014 by adding a possibility of cooption of a Supervisory Board member in case there is a free mandate in Supervisory Board for reasons different than resignation of a Supervisory Board member.

"Resolution no. [...]

Acting pursuant to the provisions of article 430 § 1 and § 5 of the Commercial Companies Code, the Annual General Meeting of Shareholders of Agora SA hereby resolves:

a) to change the Statute of the Company in the way that § 18 point 1 of the Statute reads from now on:

1. Supervisory Board consists of no less than five and no more than six members, appointed in the manner defined in § 20 and § 21, including the chairman. The number of members of the Supervisory Board is established by the General Meeting of Shareholders. If during the term of office of the Supervisory Board a new mandate of a Supervisory Board member is created, for reasons different than resignation of a Supervisory Board member, the other Supervisory Board members may appoint a new member of the Supervisory Board by means of cooption. A new member shall perform his/her functions until the General Meeting appoints a Supervisory Board member, however not longer than until the end of the common term of office of the Supervisory Board. Appointments of Supervisory Board members pursuant to this section shall comply with §21, second and third sentence, respectively.

b) Supervisory Board is hereby granted the right to determine unified text of the changed Statute.

c) The Management Board of the Company is hereby obliged to notify immediately the National Court Register about the changes in the Company's Statute in order to register the changes."

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19/2014 Amendment to the draft resolution regarding matters introduced into the agenda of Annual General Meeting of Shareholders of Agora S.A. and information on withdrawal of draft resolution submitted by an entitled shareholder.