Regulatory filing
The Management Board of Agora S.A. with its registered seat in Warsaw ("the Company") hereby announces the resolutions adopted by the Extraordinary General Meeting of Shareholders ("the General Meeting of Shareholders") convened for November 24, 2015 at 10:00 a.m., held in the Company's registered seat in Warsaw at 8/10 Czerska Street:
"RESOLUTION No 1
on the election of the Chairperson
Pursuant to Article 409 § 1 of the Commercial Companies Code, the General Meeting of Shareholders hereby elects Mr Bartosz Romanowski as the Chairperson of the General Meeting of Shareholders of Agora S.A."
During the voting on the resolution 45,301,970 valid votes were cast out of 28,175,570 shares, representing 59.11% of shares in statutory capital. Out of total amount of 45,301,970 of the valid votes 45,301,970 were in favour of the resolution, 0 were against and 0 abstained.
"RESOLUTION No 2
on the appointment to the returning committee
The General Meeting of Shareholders hereby appoints Mr Jarosław Wójcik and Mr Bartłomiej Marcinek to the returning committee."
During the voting on the resolution 45,298,565 valid votes were cast out of 28,172,165 shares, representing 59.10% of shares in statutory capital. Out of total amount of 45,298,565 of the valid votes 45,298,565 were in favour of the resolution, 0 were against and 0 abstained.
"RESOLUTION No 3
on the adoption of the agenda
The Extraordinary General Meeting of the Company adopts the agenda of the Extraordinary General Meeting, as announced in accordance with Article 4021 of the Commercial Companies Code, which includes:
1. the opening of the Extraordinary General Meeting of the Company;
2. the confirmation that the Extraordinary General Meeting has been duly convened and that it has the capacity to adopt resolutions;
3. the election of the Chairperson of the Extraordinary General Meeting of the Company;
4. the election of the returning committee;
5. the drawing up of the attendance list;
6. the adoption of the agenda;
7. the adoption of a resolution pertaining to:
a. the amendment to §5(1) points 76)-77) of the Statutes;
b. the amendment to §7 of the Statutes;
c. the repeal of §8 of the Statutes;
d. the amendment to §10 of the Statutes;
e. the repeal of §11a of the Statutes;
f. the amendment to §15 of the Statutes;
g. the amendment to §16 of the Statutes;
h. the amendment to §17 of the Statutes;
i. the amendment to §18 of the Statutes;
j. the amendment to §19 of the Statutes;
k. the amendment to §20 of the Statutes;
l. the amendment to §21 of the Statutes;
m. the amendment to §22 of the Statutes;
n. the amendment to §23 of the Statutes;
o. the repeal of §24 of the Statutes;
p. the repeal of §25 of the Statutes;
q. the amendment to §26 of the Statutes;
r. the amendment to §28 of the Statutes;
s. the amendment to §31 of the Statutes;
t. the amendment to §32 of the Statutes;
u. the amendment to §34 of the Statutes;
v. the amendment to §38 of the Statutes;
w. the amendment to §39 of the Statutes;
x. the amendment to §40 of the Statutes;
8. the adoption of a resolution concerning the approval of a unified text of the Statutes;
9. the adoption of a resolution on granting the consent to the disposal of the organised part of the enterprise, i.e. Centrum Komptencyjne Praca (Praca Competency Centre);
10. the adoption of a resolution on granting the consent to the disposal of the organised part of the enterprise, i.e. Agencja SearchLab (SearchLab Agency);
11. the closing of the Extraordinary General Meeting of the Company;"
During the voting on the resolution 45,301,970 valid votes were cast out of 28,175,570 shares, representing 59.11% of shares in statutory capital. Out of total amount of 45,301,970 of the valid votes 45,301,970 were in favour of the resolution, 0 were against and 0 abstained.
"RESOLUTION No 4 on the amendment to the Statutes
According to Article 430 § 1 of the Commercial Companies Code, the Extraordinary General Meeting of the Company decides to amend the Statutes as follows:
§ 5 section 1 points 76-77 of the Statute in the current wording:
76) Running restaurants and other permanent catering establishments (56.10.A);
77) Mobile food service activities (56.10.B);
shall be amended to read as follows:
76) Restaurants and other permanent catering establishments (56.10.A);
77) Mobile catering establishments (56.10.B);
b) § 7 of the Statute in the current wording:
§ 7
The share capital of the Company amounts to 47,665,426 (say: fourty seven million six hundred sixty five thousand four hundred twenty six) zlotys and is divided into 47,665,426 (say: fourty seven million six hundred sixty five thousand four hundred twenty six) shares of the nominal value of 1 (say: one) zloty each, and consists of 4,281,600 (say: four million two hundred eighty one thousand six hundred) A series registered preference shares and 43,383,826 (say: fourty three million three hundred eighty three thousand eight hundred twenty six) series B and D ordinary, both registered and bearer, shares. From the date of creation, the Company issued the following shares:
- 4,281,600 (say: four million two hundred eighty one thousand six hundred) registered shares of series A numbered from No. A 0 000 001 to No. A 4 281 600,
- 39,108,900 (say: thirty nine million one hundred eight thousand nine hundred) registered shares of series B numbered from No. B 00 000 001 to No. B 39 108 900,
- 750,000 (say: seven hundred fifty thousand) registered of series C numbered from No. C 000 001 to No. C 750 000,
- 2,267,025 (say: two million two hundred sixty seven thousand twenty five) registered shares of series D numbered from No. D 000 000 001 to No. D 2 267 025,
- 9,000,000 (say: nine million) bearer shares of series E numbered from No. E 0 000 001 to No. E 9 000 000,
- 1,350,000 (say:one million three hundred fifty thousand) bearer shares of series F numbered from No. F 0 000 001 to No. F 1 350 000.
Shares listed in the first paragraph point a) - c) of this section shall be registered shares subscribed by the shareholders as a result of transformation of a limited liability company into a joint stock company referred to in § 2 of the Statute.
The A and C series shares are privileged in a way that they entitle their holders to five votes at the General Meeting of Shareholders, subject to the provisions of § 17.
The series A shares shall also be privileged as defined in § 11 point 1 and point 3, § 21 point 1 a) item (i), § 22 point 1, § 28 point 2, § 30 point 1 and § 31 point 1.
shall be amended to read as follows:
§ 7
1. The share capital of the Company amounts to PLN 47,665,426 (say: forty-seven million six hundred and sixty-five thousand four hundred and twenty-six) and is divided into 47,665,426 (say: forty-seven million six hundred and sixty-five thousand four hundred and twenty-six) shares of the nominal value of PLN 1 (say: one) each, and consists of 4,281,600 (say: four million two hundred and eighty-one thousand six hundred) A series registered preference shares and 43,383,826 (say: forty-three million three hundred and eighty-three thousand eight hundred and twenty-six) series BiD ordinary, both registered and bearer, shares.
1'. From the date of creation, the Company issued the following shares:
a) 4,281,600 (say: four million two hundred and eighty-one thousand six hundred) registered shares of series A numbered from No. A 0 000 001 to No. A 4 281 600,
b) 39,108,900 (say: thirty-nine million one hundred and eight thousand nine hundred) registered shares of series B numbered from No. B 00 000 001 to No. B 39 108 900,
c) 750,000 (say: seven hundred and fifty thousand) registered shares of series C numbered from No. C 000 001 to No. C 750 000,
d) 2,267,025 (say: two million two hundred and sixty-seven thousand twenty-five) registered shares of series D numbered from No. D 000 000 001 to No. D 2 267 025,
e) 9,000,000 (say: nine million) bearer shares of series E numbered from No. E 0 000 001 to No. E 9 000 000,
f) 1,350,000 (say: one million three hundred and fifty thousand) bearer shares of series F numbered from No. F 0 000 001 to No. F 1 350 000.
2. Shares listed in paragraph 1' subsection a) - c) of this section shall be registered shares, subscribed by the shareholders as a result of transformation of a limited liability company into a joint stock company referred to in § 2 of the Statutes.
2'. As a result of resolutions of the ordinary General Meeting of Shareholders of 20 June 2008 and the extraordinary General Meeting of Shareholders of 12 February 2009, the Company carried out programmes of buy-back of its own shares for the purpose of their redemption. Under the programmes the Company bought back a total of 4,040,149 (say: four million forty thousand one hundred and forty-nine) own shares for the purpose of their redemption. In relation to: (i) redemption of the abovementioned shares (Resolution No 31 of the ordinary General Meeting of Shareholders of 23 June 2009), and (ii) share capital decrease by PLN 4,040,149 (say: four million forty thousand one hundred and forty-nine) through redemption of the abovementioned 4,040,149 shares of the Company (Resolution No 32 of the ordinary General Meeting of Shareholders of 23 June 2009), by Resolution No 33 of the ordinary General Meeting of Shareholders of 23 June 2009, § 7 of the Statutes was amended in accordance therewith series A, BiD shares remained in the Company and series C, E and F shares were assigned to series BiD.
3. The series A shares are privileged in a way that they entitle their holders to five votes at the General Meeting of Shareholders, subject to the provisions of § 17.
4. The series A shares shall also be privileged as defined in § 11 section 1 and 3, § 21 section 1 subsection a) item (i), § 22 section 1, § 28 section 2, § 30 section 1 and § 31 section 1.
c) § 8 of the Statute in the current wording:
§ 8
1. In the period until June 30th, 2007, the Company's Management Board shall be authorised to make one or several increases of the share capital by a total amount not greater than PLN 42,568,143 (forty two million five hundred sixty eight thousand one hundred forty three) (authorised capital).
2. Management Board resolutions relating to delivery of shares in exchange for in-kind contributions shall not require consent of the Supervisory Board.
3. Subject to Section 4 within the limits of the authorised capital, the Management Board shall have the right to waive or to limit the preemptive rights upon consent of the Supervisory Board.
4. Authorisation, which is mentioned in the Section 3 above, is not applicable in case of increases of share capital which are to be offered to (i) individuals who currently work or who have worked on behalf of the Company or entities affiliated with the Company, pursuant to a contract of employment or other agreement such as mandate agreement or agreement for performance of a specific task or other agreement having similar effects, in the opinion of the Management Board, to a contract of employment, or (ii) an entity which will provide the shares subscribed thereby to persons referred to in point (i).
5. Share capital increases referred to in Section 1, may also be executed by way of issuance of subscription warrants with maturity date no longer than the period specified in section 1.
shall be repealed.
d) § 10 of the Statute in the current wording:
§ 10
1. Bearer shares may not be converted into registered shares.
2. Conversion of registered series A and B shares to bearer shares shall be made within 30 days from the date of filing an application by the shareholder holding such shares, subject to this paragraph and §11 of the Statutes.
3. Subject to Sections 4 and 5 of this paragraph, series B shares numbered from No. B 000 001 to No. B 18 865 900 may be converted into bearer shares not earlier than after the following dates:
a) after July 1st, 2000, 20% of series B shares held by each shareholder on the date such shares were admitted to public trading, may be converted into bearer shares;
b) after July 1st, 2001, further 10% of series B shares held by each shareholder on the day such shares were admitted to public trading may be converted into bearer shares (a total of 30% of shares), and then after July 1st of each subsequent calendar year, the number of series B shares of each shareholder which will be available for conversion into bearer shares, will increase by 10% of the overall number of series B shares held by each shareholder on the date such shares were admitted to public trading.
4. Conversion of series B shares numbered from No. B 000 001 to No. B 18 865 900 into bearer shares may be made prior to the termination of the dates referred to in Section 3 above in the event of:
(i) the shareholder holding series B shares of such numbers acquiring retiree status provided that this shareholder has reached the age of 60 in case of women and 65 in case of men,
(ii) the shareholder holding shares of such numbers acquiring the right to benefits from social insurance fund, because of full inability to work or
(iii) death of shareholders holding shares with such numbers or
(iv) acquisition of such shares by a shareholder holding all the series A shares or another person appointed by the Company.
(v) Company's Management Board's consents for conversion of a specific number of such shares.
4'. Management Board of the Company may approve conversion of series B shares numbered from No. B 000 001 to No. B 18 865 900 into bearer shares in the event of the shareholder holding series B shares of such numbers acquiring retiree status even if this shareholder has not reached the age referred to in section 4 point (i) or in case of reaching this age by such shareholder without acquiring retiree status.
5. Conversion of shares referred to in Section 4 may be effected at the request of a shareholder or heirs thereof as of: (i) July 1st of the year during which one of the events specified in the above referenced section, provided that it occurred not later than on July 1st of such year or (ii) July 1st of the year following that during which one of the events specified in point (i) above occurred.
6. It shall not be possible to convert registered series D shares into bearer shares at a request of a shareholder.
7. Conversion of registered series D shares into bearer shares may be effected by a resolution of the Management Board with the numbers of shares subject to such conversion and the date on which it will be made specified thereby.
7'. Sections 3 - 5 above shall not apply in the event of a public tender to subscribe for the sale or exchange of Company shares in compliance with the Act of 29 July 2005 - Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, hereinafter referred to as the "Act on Public Offering, provided that the Management Board represents, in a statement issued after the announcement of the tender, that it considers the tender to be hostile.
8. Any costs associated with the conversion of shares shall be borne by the Company.
shall be amended to read as follows:
1. Bearer shares may not be converted into registered shares.
2. Conversion of registered series A, BiD shares to bearer shares shall be made within 30 days from the date of filing an application by the shareholder holding such shares, subject to § 11 of the Statutes.
3. [repealed].
4. [repealed].
4'. [repealed].
5. [repealed].
6. [repealed].
7. [repealed].
7'. [repealed].
8. Any costs associated with the conversion of shares shall be borne by the Company.
e) § 11a of the Statute in the current wording:
§ 11a
1. The sale of registered series B shares numbered from B 032 731 556 to 033 999 015 or their conversion to bearer shares shall require the written consent of shareholders holding over 50% series A shares altogether. The consent shall be given by all such shareholders on receipt of written application of a shareholder intending to sell shares or his or her plenipotentiary.
2. Request for consent shall be delivered to the Management Board which shall immediately pass the application to owners of series A shares. Decision on the consent must be taken in the period of two months since delivery of the shareholder's application to the Management Board. Should the decision not be taken within the period, it shall be assumed the consent was granted.
3. Decision denying consent for sale of shares should at the same time specify another acquirer as well as the price and date of payment. The suggested price must not be lower than a share nominal value or the purchase price of traded shares by a shareholder applying for consent for sale - depending on which value shall be higher. An owner of series A shares may be indicated as the acquirer. The date of payment specified in the decision must not be longer than two months from the date of decision on denial of consent for the sale of shares.
4. A decision denying consent for conversion of shares referred to in item 1 to bearer shares shall at the same time indicate the date of granting such consent.
shall be repealed.
f) § 15 of the Statute in the current wording:
§ 15
1. Resolutions of the General Meeting of the Shareholders shall be adopted by an absolute majority of votes cast unless the Commercial Companies Code, provisions of other laws or these statutes provide for different terms of adopting such resolutions.
2. In addition to matters as provided by law, the absolute majority of 3/4 (three quarters) of votes cast shall be required for validity of resolutions concerning:
a) a merger of the Company with another entity, other forms of consolidation that are or will be allowed under law, and division of the Company;
b) the remuneration of members of the Supervisory Board, including individual remuneration of those members who were elected to a continuous supervisory.
3. Subject to section 4, the absolute majority of 3/4 (three quarters) votes cast when the Shareholders representing at least 50% of the Company's share capital are present, shall be required for the resolution on the removal of matters from the agenda of the General Meeting of the Shareholders that were previously contained in the agenda. In the event a motion for such resolution is submitted by the Management Board an absolute majority of votes cast shall be required in order to adopt such a resolution.
4. Removal of any matters from the agenda of the General Meeting of the Shareholders at the request made on the basis of Article 400 or Article 401 of the Commercial Companies Code by a shareholder representing at least such part of the Company's share capital as is indicated in the said provisions, shall require consent of the shareholder who made such request.
5. Adoption of a resolution relating to shareholder's liability with respect to the Company due to any reason shall require an absolute majority of 3 (three quarters) of votes cast in the presence of shareholders representing at least 50% of all the Company shares which may be voted in the adoption of such resolution.
shall be amended to read as follows:
1. Resolutions of the General Meeting of the Shareholders shall be adopted by an absolute majority of votes cast unless the Commercial Companies Code, provisions of other laws or the Statute provide for different terms of adopting such resolutions.
2. In addition to matters as provided by law, the majority of 3/4 (three quarters) of votes cast shall be required for validity of resolutions concerning:
a) a merger of the Company with another entity, other forms of consolidation that are or will be allowed under law, and division of the Company;
b) the remuneration of members of the Supervisory Board, including individual remuneration of those members who were elected to a continuous supervisory.
3. Subject to section 4, the majority of 3/4 (three quarters) votes cast when the Shareholders representing at least 50% of the Company's share capital are present, shall be required for the resolution on the removal of matters from the agenda of the General Meeting of the Shareholders that were previously contained in the agenda. In the event a motion for such resolution is submitted by the Management Board an absolute majority of votes cast shall be required in order to adopt such a resolution.
4. Removal of any matters from the agenda of the General Meeting of the Shareholders at the request made on the basis of Article 400 or Article 401 of the Commercial Companies Code by a shareholder representing at least such part of the Company's share capital as is indicated in the said provisions, shall require consent of the shareholder who made such request.
5. Adoption of a resolution relating to shareholder's liability with respect to the Company due to any reason shall require an majority of 3/4 (three quarters) of votes cast in the presence of shareholders representing at least 50% of all the Company shares which may be voted in the adoption of such resolution.
g) § 16 of the Statute in the current wording:
§ 16
1. The General Meeting of the Shareholders shall be opened by the chairman or another member of the Supervisory Board, and in case of their absence by a member of the Management Board, except for cases where the General Shareholders Meeting is called by a member of the Supervisory Board as provided in paragraph 20 section 6. In such cases, such member of the Supervisory Board or a person delegated by such person shall open the Meeting and present the reasons for calling such meeting.
2. The General Meeting of the Shareholders may approve its rules and regulations stipulating in detail the organisation and procedures for holding meetings. Adoption, amendment or termination of the rules and regulations must be passed by a majority of 3/4 votes cast.
shall be amended to read as follows:
1. The General Meeting of the Shareholders shall be opened by the chairman or another member of the Supervisory Board, and in case of their absence by a member of the Management Board, except for cases where the General Shareholders Meeting is called by a member of the Supervisory Board as provided in paragraph 20 section 4. In such cases, such member of the Supervisory Board or a person delegated by such person shall open the Meeting and present the reasons for calling such meeting.
2. The General Meeting of the Shareholders may approve its rules and regulations stipulating in detail the organisation and procedures for holding meetings. Adoption, amendment or termination of the rules and regulations must be passed by a majority of 3/4 votes cast.
h) § 17 of the Statute in the current wording:
§ 17
1. Subject to section 2 none of the shareholders may exercise more than 20% of the overall number of votes at the General Meeting of the Shareholders, provided that for the purposes of establishing obligations of purchasers of material blocks of shares as provided in the Act on Public Offering such restriction of the voting rights does not exist.
2. The restriction of the voting rights referred to in section 1 shall not apply to:
a) shareholders holding the preferred series A shares;
b) the deposit bank which, on the basis of agreement with the Company, issued depository receipts based on the Company Shares, in the event that such entity exercises the voting rights attached to shares which were the basis for the issuance of depository receipts; and
c) a shareholder who, while having no more than 20% of the overall number of votes at the General Meeting of the Shareholders, announced in accordance with the Act on Public Offering a tender for subscription for the sale or exchange of all the shares of the Company and in result of such tender purchased shares which, including the previously held Company shares, authorise it to exercise at least 75% of the overall number of votes at the General Meeting of the Shareholders. For the purposes of calculating a shareholder's share in the overall number of votes at the General Meeting of the Shareholders referred to above it is assumed that the restriction of the voting rights provided in section 1 does not exist.
3. For the purposes of Section 1 and section 2, letter c), exercise of votes by a subsidiary shall be treated as the exercise of votes by a parent company (dominating entity) as defined in the Act on Public Offering.
4. [repealed].
5. At any General Meeting of the Shareholders the percentage of votes of foreign entities and entities controlled by foreign entities may not be greater than 49%. The limitation shall not refer to entities with their seats or residence in a member states of the European Economic Area.
6. Each share, whether preferred or not, entitles its holder to one vote in connection with passing a resolution regarding the withdrawal of the Company's shares from public trading.
shall be amended to read as follows:
1. Subject to section 2 none of the shareholders may exercise more than 20% of the overall number of votes at the General Meeting of the Shareholders, provided that for the purposes of establishing obligations of purchasers of material blocks of shares as provided in the Act on Public Offering such restriction of the voting rights does not exist.
2. The restriction of the voting rights referred to in section 1 shall not apply to:
a) shareholders holding the preferred series A shares;
b) a shareholder who, while having no more than 20% of the overall number of votes at the General Meeting of the Shareholders, announced in accordance with the Act on Public Offering a tender for subscription for the sale or exchange of all the shares of the Company and in result of such tender purchased shares which, including the previously held Company shares, authorise it to exercise at least 75% of the overall number of votes at the General Meeting of the Shareholders. For the purposes of calculating a shareholder's share in the overall number of votes at the General Meeting of the Shareholders referred to above it is assumed that the restriction of the voting rights provided in section 1 does not exist.
3. For the purposes of section 1 and section 2 subsection b), exercise of votes by a subsidiary shall be treated as the exercise of votes by a parent company (dominating entity) as defined in the Act on Public Offering.
4. [repealed].
5. At any General Meeting of the Shareholders the percentage of votes of foreign entities and entities controlled by foreign entities may not be greater than 49%. The limitation shall not refer to entities with their seats or residence in a member states of the European Economic Area.
6. Each share, whether preferred or not, entitles its holder to one vote in connection with passing a resolution regarding the withdrawal of the Company's shares from public trading.
B. Supervisory Board.
§ 18 of the Statute in the current wording:
§ 18
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 vacancy in the position of a Supervisory Board member arises, 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 provisions of §21 section 4, sentence two and three, respectively.
2. The Chairman of the Supervisory Board is chosen by the General Shareholders Meeting. Members of the Supervisory Board may elect a deputy of the chairman or persons performing other functions from among themselves.
3. The Supervisory Board may, by way of resolution, appoint panels or committees for specific tasks from among its members. Costs of functioning of such committees or panels shall be borne by the Company.
shall be amended to read as follows:
§ 18 General provisions
1. Supervisory Board consists of no less than six and no more than ten members, appointed in the manner defined by the General Meeting of Shareholders subject to § 20 and § 21, including the chairman of the Supervisory Board. 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 vacancy in the position of a Supervisory Board member arises, 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 provisions of § 21 section 4 sentence two and three, respectively.
2. The Chairman of the Supervisory Board is chosen by the General Shareholders Meeting. Members of the Supervisory Board may elect a deputy of the chairman or persons performing other functions from among themselves.
3. Members of the Supervisory Board shall be elected for the common three year term of office, where the mandates of the members of the Supervisory Board shall expire at the latest as of the moment of closing of the ordinary General Meeting of Shareholders approving the financial statement of the Company for the full financial year during which they were members of the Supervisory Board.
4. Members of the Supervisory Board may be re-elected
5. The Supervisory Board may, by way of resolution, appoint panels or committees for specific tasks from among its members. Costs of functioning of such committees or panels shall be borne by the Company.
6. The same non-competition provisions and restrictions on dealings with competing entities that apply to members of the Management Board shall also apply to members of the Supervisory Board delegated to perform continuous individual supervision.
j) § 19 of the Statute in the current wording:
§ 19
1. In addition to matters provided for in the provisions of the Commercial Companies Code, the following shall be within the exclusive competency of the Supervisory Board:
a) in consultation with President of the Management Board setting the remuneration and/or other benefits of the members of the Management Board payable or to be granted by the Company or its Affiliate, referred to in point b) below, and representing the Company in agreements and disputes with the members of the Management Board;
b) subject to Sections 2, 3 and 4 of this paragraph, granting consent for the Company to enter into or to amend an agreement with an Affiliate of the Company within the meaning of the Act on Public Offering and enforcement regulations issued on the basis thereof (Affiliate);
c) choosing an auditor to review the Company's financial statements for the financial years indicated in the resolution concerning the choice of the auditor, provided, however, that the number of the successive financial years may not be less than 3 (three); The Supervisory Board, at the motion of the Management Board or for other important reasons, may shorten the period for which the auditor was selected, simultaneously choosing a new expert auditor in the place of the current one.
d) granting consent to exercise, in a defined way, the right to vote by the Company during the general meeting of shareholders of its subsidiaries as defined in the Act on Public Offering and enforcement regulations issued on the basis thereof, in case of resolutions concerning remuneration or benefits, as defined in point a) above.
2. In case of:
a) agreements referring to the operations of the Company as provided in its Statutes and made in accordance with general terms of agreements, contractual regulations and price lists, the Supervisory Board may, at the request of the Management Board, grant its consent for entering into such type of agreements and designate the time of validity of such consent;
b) loan agreements, additional payments, guarantees and sureties entered into between the Company and entities controlled thereby or associated therewith within the meaning of the accounting regulations, the Supervisory Board may grant a general consent pursuant to annual or long-term plans of financing those entities as presented by the Management Board, and designate the validity of such consent, which shall not be shorter than one year.
3. The consent of the Supervisory Board referred to in Section 1, letter b shall not be required if at least one of the conditions listed below is fulfilled:
a) the value of the rights and obligations arising from such agreement on behalf of one of the parties thereto does not exceed, during the subsequent 12 calendar months, the PLN equivalent of EURO 5,000,000 (five million) calculated at the average exchange rate quoted by the National Bank of Poland on the date of entering into or amending such agreement,
b) the value of expenses incurred by the Company in relation to subscription for shares in a company in which an Affiliate has any shareholding or purchase of shares from an Affiliate, does not exceed the PLN equivalent of EURO 10,000,000 (ten million) calculated at the average exchange rate quoted by the National Bank of Poland on the date of entering into the company's deed of association (the founders signing statutes), adoption of a resolution increasing the share capital or entering into an agreement transferring the ownership of shares,
c) the expenses shall constitute the remuneration due pursuant to the rules of remuneration as required by the labour law or the resolutions of the General Meeting of the Shareholders,
d) the agreement is made on the basis of a resolution of the General Meeting of the Shareholders,
e) the Company is the shareholder of at least 95% of the shares entitling the Company to exercise at least 95% of total voting rights at the shareholders meeting or the general shareholder meeting of the Affiliate,
f) a party to the agreement is a depository bank which purchased Company's shares for the purposes of issuing depository receipts abroad or an entity affiliated to such bank within the meaning of the Act on Public Offering and enforcement regulations issued on the basis thereof,
g) amendment of an agreement which was previously approved does not result in an increase of the value of Company liabilities by more than PLN equivalent of EURO 500,000 (five hundred thousand) at the average rate of exchange quoted by the National Bank of Poland on the date of such amendment. 4. No consent of the Supervisory Board for taking actions referred to in section 1, letter b and c hereof shall be required, if the Supervisory Board is not able to adopt resolutions, because the number of Supervisory Board members at that time is lower than required by the Statutes and such circumstances last for more than 14 days.
shall be amended to read as follows:
§ 19 Competencies of the Supervisory Board
1. The Supervisory Board shall continuously supervise the activity of the Company in all areas.
2. In particular, the following shall be within the competency of the Supervisory Board:
a) assessment of the report of the Management Board and of the financial statement of the Company with respect to their compliance with the books and documentation as well as actual state of affairs;
b) assessment of requests of the Management Board for distribution of profit or coverage of a loss;
c) submission to the General Meeting of Shareholders of an annual written report on the results of the abovementioned assessments;
d) suspending Management Board members in their duties for important reasons and delegating Supervisory Board members to perform, on temporary basis, functions of Management Board members who cannot fulfil their duties. A resolution on suspending a member of the Management Board may be adopted only in the event where such member acts to the detriment of the Company (important reasons);
e) granting consent to an advance payment made by the Management Board on account of the dividend in accordance with § 38 section 4 of the Statutes;
f) in consultation with President of the Management Board setting the remuneration and/or other benefits of the members of the Management Board payable or to be granted by the Company or its affiliate within the meaning of Resolution of the Minister of Finance of 19 February 2009 issued under Article 60 section 2 of the Act on Public Offering (hereinafter: "Affiliate") and representing the Company in agreements and disputes with the members of the Management Board;
g) subject to sections 3 to 4 of this paragraph, granting consent for the Company to enter into or to amend an agreement with an Affiliate;
h) choosing an auditor to review the Company's financial statements for the financial years indicated in the resolution concerning the choice of the auditor, provided, however, that the number of the successive financial years may not be less than 3 (three); The Supervisory Board, at the motion of the Management Board or for other important reasons, may shorten the period for which the auditor was selected, simultaneously choosing a new expert auditor in the place of the current one.
i) granting consent to exercise, in a defined way, the right to vote by the Company during the general meeting of shareholders of its subsidiaries as defined in the Act on Public Offering and enforcement regulations issued on the basis thereof, in case of resolutions concerning remuneration or benefits, as defined in subsection g) above.
j) granting consent, at the request of the Management Board, to enter into agreements referring to the operations of the Company as provided in its Statutes and made in accordance with general terms of agreements, contractual regulations and price lists, where the Supervisory Board shall designate the time of validity of such consent;
k) granting a general consent, at the request of the Management Board and pursuant to annual and long-term plans of the entities referred to below presented by the Management Board, to enter into loan agreements, additional payments, guarantees and sureties between the Company and entities controlled thereby or associated therewith within the meaning of the accounting regulations, where in such case the Supervisory Board shall designate the validity of such consent, which shall not be shorter than one year.
3. The consent of the Supervisory Board referred to in section 2 subsection g, j and k of this paragraph shall not be required if at least one of the conditions listed below is fulfilled:
a) the value of the rights and obligations arising from such agreement on behalf of one of the parties thereto does not exceed, during the subsequent 12 calendar months, the PLN equivalent of EURO 5,000,000 (five million) calculated at the average exchange rate quoted by the National Bank of Poland on the date of entering into or amending such agreement,
b) the value of expenses incurred by the Company in relation to subscription for shares in a company in which an Affiliate has any shareholding or purchase of shares from an Affiliate, does not exceed the PLN equivalent of EURO 10,000,000 (ten million) calculated at the average exchange rate quoted by the National Bank of Poland on the date of entering into the company's deed of association (the founders signing statutes), adoption of a resolution increasing the share capital or entering into an agreement transferring the ownership of shares,
c) the expenses shall constitute the remuneration due pursuant to the rules of remuneration as required by the labour law or the resolutions of the General Meeting of the Shareholders,
d) the agreement is made on the basis of a resolution of the General Meeting of the Shareholders,
e) the Company is the direct or indirect shareholder of at least 95% of the shares entitling the Company to exercise at least 95% of total voting rights at the shareholders meeting or the general shareholder meeting of the Affiliate,
f) amendment of an agreement which was previously approved does not result in an increase of the value of Company liabilities by more than PLN equivalent of EURO 500,000 (five hundred thousand) at the average rate of exchange quoted by the National Bank of Poland on the date of such amendment.
4. No consent of the Supervisory Board for taking actions referred to in section 2 subsection g, h, j and k hereof shall be required, if the Supervisory Board is not able to adopt resolutions, because the number of Supervisory Board members at that time is lower than required by the Statutes and such circumstances last for more than 14 days.
k) § 20 of the Statute in the current wording:
§ 20
1.Members of the Supervisory Board shall be elected for the common three year term of office, where the mandates of the members of the Supervisory Board shall expire at the latest as of the moment of closing of the Annual General Meeting of Shareholders approving the financial statement for the full financial year during which they were members of the Supervisory Board.
2. Members of the Supervisory Board may be re-elected.
3. Persons employed by the Company or by entities controlled by the Company within the meaning of the Act on Public Offering cannot be members of the Supervisory Board.
4. At least three members of the Supervisory Board shall be a person who satisfies the following conditions:
a) is not an Affiliate of the Company (except for being a member of the Company's Supervisory Board) nor is an Affiliate of an entity controlling or controlled by the Company or an Affiliate of an entity controlled by an entity controlling the Company, within the meaning of the Act on Public Offering, collectively, the "Agora Group"; and
b) is not related to, or of kin to a second degree, to an employee of an entity included in the Agora Group.
5. All members elected to the Supervisory Board, regardless of the election procedure, who meet the criteria set forth in Section 4 above, shall serve as members referred to in Section 4 of this paragraph.
6. Majority of members of the Supervisory Board shall be Polish citizens residing in Poland.
shall be amended to read as follows:
§ 20 Qualifications of members of the Supervisory Board
1. [repealed].
2. [repealed].
3. Persons employed by the Company or by entities controlled by the Company within the meaning of the Act on Public Offering cannot be members of the Supervisory Board.
4. At least half of the members of the Supervisory Board shall be a person who satisfies the following conditions:
a) is not an Affiliate of the Company (except for being a member of the Company's Supervisory Board) nor is an Affiliate of an entity controlling or controlled by the Company or an Affiliate of an entity controlled by an entity controlling the Company, within the meaning of the Act on Public Offering, collectively, the "Agora Group"; and
b) is not related to, or of kin to a second degree, to an employee of an entity included in the Agora Group.
5. All members elected to the Supervisory Board, regardless of the election procedure, who meet the criteria set forth in section 4 above, shall serve as members referred to in section 4 of this paragraph.
6. Majority of members of the Supervisory Board shall be Polish citizens residing in Poland.
l) § 21 of the Statute in the current wording:
§ 21
1. Members of the Supervisory Boards shall be elected by the General Meeting of the Shareholders subject to the following terms and conditions:
a) candidates may be exclusively nominated by:
(i) shareholders holding preferred series A shares or
(ii) shareholders who documented their entitlement to not less than 5% of the votes at the last Shareholders Meeting before the candidates were nominated and who at the time of making the nomination hold not less than 5% of the share capital of the Company, provided that in order to ensure a proper nomination, it is necessary for the shareholder making such nomination to prove his right to at least 5% of the votes at the Shareholders Meeting where such nomination shall be voted on;
b) candidates shall be nominated in writing not later than 7 (seven) days prior to the General Meeting of the Shareholders. Each nomination should include a personal profile of the candidate as well as the grounds for the nomination, including an overview of such candidate's professional qualifications and experience. A written consent of the candidate should be appended to each nomination, and in the event that such candidate meets the conditions specified in § 20 Section 6, a written declaration submitted by such candidate, confirming that he meets such requirements should also be appended;
c) in the event that the nomination of the candidates is not made in accordance with the above guidelines and the provisions of §20 Sections 4 and 6, the Management Board or the Supervisory Board shall nominate the candidates for members of the Supervisory Board;
2. Subject to the exceptions provided in section 5, the principles of making nominations for members and appointment of members of the Supervisory Board as provided in Section 2 of this paragraph and §20, Section 2, shall apply to the newly appointed members in case of dismissal, expiry of mandate or inability to perform a mandate by a member of the Supervisory Board due to other reasons, respectively. The term in office of such new member shall end at the same time as would the term of his predecessor.
3. In the event that mandates of all the members of the Supervisory Board expire in result of election of at least one Supervisory Board member by group voting, in the elections of members of the Supervisory Board appointed otherwise than by voting by groups, there shall apply the provisions of Section 2 of this paragraph and §20 Section 2 of the Statutes, respectively, provided that the candidates may be nominated and justified orally in the course of a General Meeting of the Shareholders.
4. Should a Supervisory Board member's mandate expire due to his or her resignation the other Supervisory Board members may appoint a new member who 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 §20, sections 4 and 6, §21, section 2, letter b, second sentence and §24, section 1, respectively. The Supervisory Board may not have more than two members appointed on the above terms.
shall be amended to read as follows:
§ 21 Election of members of the Supervisory Board
1. Members of the Supervisory Boards shall be elected by the General Meeting of the Shareholders subject to the following terms and conditions:
a) candidates may be exclusively nominated by:
(i) shareholders holding preferred series A shares or
(ii) shareholders who documented their entitlement to not less than 5% of the votes at the last Shareholders Meeting before the candidates were nominated and who at the time of making the nomination hold not less than 5% of the share capital of the Company, provided that in order to ensure a proper nomination, it is necessary for the shareholder making such nomination to prove his right to at least 5% of the votes at the Shareholders Meeting where such nomination shall be voted on;
b) candidates shall be nominated in writing not later than 7 (seven) days prior to the General Meeting of the Shareholders. Each nomination should include a personal profile of the candidate as well as the grounds for the nomination, including an overview of such candidate's professional qualifications and experience. A written consent of the candidate should be appended to each nomination, and in the event that such candidate meets the conditions specified in § 20 section 4, a written declaration submitted by such candidate, confirming that he meets such requirements should also be appended;
c) in the event that the nomination of the candidates is not made in accordance with the above guidelines and the provisions of § 20 sections 4 and 6, the Management Board or the Supervisory Board shall nominate the candidates for members of the Supervisory Board;
2. Subject to the exceptions provided in section 4, the principles of making nominations for members and appointment of members of the Supervisory Board as provided in section 1 of this paragraph and § 18 section 3, shall apply to the newly appointed members in case of dismissal, expiry of mandate or inability to perform a mandate by a member of the Supervisory Board due to other reasons, respectively. The term in office of such new member shall end at the same time as would the term of his predecessor.
3. In the event that mandates of all the members of the Supervisory Board expire in result of election of at least one Supervisory Board member by group voting, in the elections of members of the Supervisory Board appointed otherwise than by voting by groups, there shall apply the provisions of section 1 of this paragraph and § 18 section 3 of the Statutes, respectively, provided that the candidates may be nominated and justified orally in the course of a General Meeting of the Shareholders.
4. Should a Supervisory Board member's mandate expire due to his or her resignation the other Supervisory Board members may appoint a new member who 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 § 20 sections 4 and 6, § 21 section 1 subsection b) sentence two and § 23 section 5 of the Statutes, respectively. The Supervisory Board may not have more than two members appointed on the above terms.
m) § 22 of the Statute in the current wording:
§ 22
1. Dismissal (removal) of a member of the Supervisory Board prior to the end of the common term of office of the Supervisory Board may be effected by a resolution of the General Meeting of the Shareholders adopted by a simple majority of votes, provided that until the expiry of the preferred status of series A shares 80% of voting rights attached to all outstanding series A shares are cast in favour of such resolution.
2. Resignation from the function of a Supervisory Board member should be made to the Supervisory Board in writing, otherwise being invalid.
shall be amended to read as follows:
§ 22 Dismissal or resignation of member of the Supervisory Board
1. Dismissal (removal) of a member of the Supervisory Board prior to the end of the common term of office of the Supervisory Board may be effected by a resolution of the General Meeting of the Shareholders adopted by a simple majority of votes, provided that until the expiry of the preferred status of series A shares 80% of voting rights attached to all outstanding series A shares are cast in favour of such resolution.
2. Resignation from the function of a Supervisory Board member should be made to the Supervisory Board in writing, otherwise being invalid.
n) § 23 of the Statute in the current wording:
§ 23
1. Resolutions of the Supervisory Board shall be adopted at the meetings of the Supervisory Board or by the written mode. The written mode means casting votes by more than half of the members of the Supervisory Board on the same or separate copies of a draft resolution. The meetings of the Supervisory Board shall be convened by its chairman or his deputy and in case the chairman is absent and/or his deputy has not been elected by a member of the Supervisory Board designated by the chairman. A meeting of the Supervisory Board may be called by any member referred to in §20, item 4. Persons authorised to convene meetings of the Supervisory Board shall be obligated to convene such meetings upon the request of the Management Board made by way of a resolution and at the request of any member of the Supervisory Board. Meetings convened in such manner shall occur not later than 14 days following the receipt of such request by the person authorised to convene such a meeting.
2. Members of the Management Board may participate in the meetings of the Supervisory Board in an advisory capacity.
3. Agreements concerning the rights and obligations of the members of the Management Board shall be signed by the chairman of the Supervisory Board, and in the event of his absence, by any other member authorised by the Supervisory Board. Other legal acts between the Company and members of the Management Board shall be made in accordance with the same procedure.
4. Meetings of the Supervisory Board shall be held on as required basis, however, not less often than once per calendar quarter.
5. Meetings of the Supervisory Board may be held by distance means of communication in a manner allowing communication among all members taking part in such meeting. The place of the meeting held in this form shall be deemed as the place of the person who chairs the meeting.
6. Supervisory Board Members may participate in adoption of Supervisory Board resolutions by casting their votes in writing through another member of the Supervisory Board. Casting a vote in writing may not apply to matters introduced to the agenda at the Supervisory Board meeting.
shall be amended to read as follows:
§ 23 Meetings and other forms of activity of the Supervisory Board
1. Resolutions of the Supervisory Board shall be adopted at the meetings of the Supervisory Board, by the written mode or using distance means of communication. The chairman of the Supervisory Board or his deputy shall decide on the mode of adopting resolutions. The written mode means casting votes by more than half of the members of the Supervisory Board on the same or separate copies of a draft resolution. The meetings of the Supervisory Board shall be convened by its chairman or his deputy and in case the chairman is absent and/or his deputy has not been elected by a member of the Supervisory Board designated by the chairman. A meeting of the Supervisory Board may be called by any member referred to in § 20 section 4. Persons authorised to convene meetings of the Supervisory Board shall be obligated to convene such meetings upon the request of the Management Board made by way of a resolution and at the request of any member of the Supervisory Board. Meetings convened in such manner shall occur not later than 14 days following the receipt of such request by the person authorised to convene such a meeting.
2. Meetings of the Supervisory Board may be held without being formally convened and resolutions of the Supervisory Board may be adopted at such meetings provided all members of the Supervisory Board participate in such meetings and none of the members opposes such mode of holding the meeting or any items on the agenda of such meetings.
3. The agenda of the Supervisory Board shall not be altered or supplemented during the meeting to which the agenda refers, except where all members of the Supervisory Board are present and grant consent to alter or supplement the agenda.
4. Members of the Management Board may participate in the meetings of the Supervisory Board in an advisory capacity.
5. Resolutions of the Supervisory Board shall be adopted by an absolute major
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Factsheet 3Q 2024
Financial and market results od Agora Group for 3Q 2024
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