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May 24, 2016 / 13:40

09/2016 Notice of the Ordinary General Meeting of Shareholders of Agora S.A.

Regulatory filing

The Management Board of Agora S.A. with its registered seat in Warsaw, at Czerska 8/10 (the "Company" or "Agora"), registered in the Entrepreneurs Register held by the District Court for the Capital City of Warsaw, XIII Economic Division of the National Court Register, under KRS no. 59944, acting pursuant to Article 395, Article 399 § 1, Article 402 (1) and Article 402 (2) of the Commercial Companies Code convenes the Ordinary General Meeting of Shareholders of Agora S.A. (the "General Meeting of Shareholders") for June 23, 2016 at 11:00 a.m. to be held in Warsaw at the registered seat of the Company.

I. Proposed agenda of the General Meeting of Shareholders:

Opening of the General Meeting of Shareholders and election of the Chairman.

Adoption of the agenda.

Appointment of the members of the returning committee.

Management Board's presentation of the non-consolidated financial statements of the Company for the financial year 2015 and the Management Board's report on the activities of the Company and the consolidated annual financial statements comprising the Company, its subsidiaries and affiliates, for the financial year 2015, and the Management Board's report on the activities of the capital group.

Supervisory Board's presentation of the evaluation of the Company's standing in 2015.

Supervisory Board's presentation of the report concerning the results of evaluation of the financial statements as well as the Management Board's motion on assigning the profit.

Review and adoption of the non-consolidated annual financial statements of the Company for the financial year 2015 and the Management Board's report on the activities of the Company in the financial year 2015.

Review and adoption of the consolidated annual financial statements comprising the Company, its subsidiaries and affiliates and the Management Board's report on the activities of the capital group in the financial year 2015.

Adoption of the resolutions on approving the Management Board's members performance of their duties in 2015.

Supervisory Board's presentation of the report on Supervisory Board's activities in the financial year 2015, including Supervisory Board's work appraisal.

Adoption of the resolutions on approving performance by the Supervisory Board's members of their duties in the financial year 2015.

Adoption of the resolution on determination of the number of members of the Supervisory Board.

Adoption of the resolutions on appointing the new members of the Supervisory Board for the next three-years term of office.

Adoption of the resolution on appointing the chairman of the Supervisory Board.

Adoption of the resolution on distribution of the profit for the financial year 2015.

Closing of the General Meeting of Shareholders.

II. Registration Date

Date of registration in the General Meeting of Shareholders shall be June 7, 2016 ("Registration Date"). Registration Date is unified for holders of bearer shares and registered shares.

III. Right of shareholder to participate in the General Meeting of Shareholders

Only the shareholders possessing Agora's shares on the Registration Date shall be eligible to participate in Agora's General Meeting of Shareholders.

1. The holders of bearer shares shall be eligible to participate in the General Meeting of Shareholders provided that:

a. they possess Agora's shares on their securities account 16 days prior to the General Meeting of Shareholders (i.e. June 7, 2016), and

b. they submit a request for issuing a registered certificate of eligibility to participate in the General Meeting of Shareholders in the period between 24 May, 2016 and June 8, 2016 (inclusive) to the entity operating their securities account onto which shares of Agora S.A. have been recorded.

2. Persons eligible from registered shares and temporary certificates, lienors and users, with voting rights, may participate in the General Meeting of Shareholders, if their name is entered into the share ledger on the Registration Date.

The Company determines the list of Shareholders eligible to participate in the General Meeting of Shareholders on the basis of (i) a specification received from the National Securities Deposit ("NSD") prepared on the basis of certificates of eligibility issued by entities operating securities accounts and (ii) entries into the Company's share ledger.

The list of shareholders eligible to participate in the General Meeting of Shareholders shall be available three working days prior to the General Meeting of Shareholders i.e. on 20, 21 and 22 June, 2016, from 9.00 a.m. to 5.00 p.m., at the Company's registered seat in Warsaw, at 8/10 Czerska Street.

A shareholder may request to be sent the list of shareholders free of charge by e-mail stating the address to which such a list should be sent. The request for sending the list of shareholders shall be sent to walne_zgromadzenie@agora.pl or submitted at the registered seat of the Company. The request should be prepared in writing and signed by a shareholder or a person authorized by a shareholder, and:

a. in case of shareholders being natural persons - the request shall be accompanied by a copy of a document evidencing identity of the shareholder (if the request is submitted via email),

b. in case of shareholders being legal entities and partnerships - the request shall be accompanied by authorization to act in the name of such an entity or partnership by enclosing an excerpt from the Court Register or other appropriate register,

c. in case of a request submitted by a proxy - the request shall be accompanied, apart from documents specified in points (a) or (b), by a power of attorney to file such a request (or uninterrupted sequence of powers of attorney), signed by a shareholder and a copy of document evidencing identity of the proxy, and if the proxy is not a natural person - a copy of an excerpt from the appropriate register, confirming authorization of a person acting in the name of the proxy not being an individual.

IV. Right of a shareholder to request placing specific matters into the agenda of the General Meeting of Shareholders.

Any shareholder or shareholders representing at least 1/20 of the Company's share capital is entitled to request placing specific matters into the agenda of the General Meeting of Shareholders. Such a request shall be submitted to the Company's Management Board no later than 21 days prior to the General Meeting of Shareholders i.e. by June 2, 2016 (inclusive). The request shall include a justification or a draft of resolution relating to the proposed item of the agenda. Such a request may be submitted in writing at the Company's registered seat in Warsaw at Czerska Street 8/10, or by e-mail by sending request to the dedicated e-mail address: walne_zgromadzenie@agora.pl.

A shareholder shall evidence the holding of an appropriate number of shares as of the date of submitting his request, by enclosing a registered certificate of deposit or registered certificate of eligibility to participate in the General Meeting of Shareholders, and:

a. in case of shareholders being natural persons - enclose copy of a document evidencing identity of the shareholder (if the request is placed by e-mail),

b. in case of shareholders being legal entities or partnerships - evidence also their right to act on behalf of such entity by enclosing a current excerpt from the Court Register appropriate for such a entity or partnership;

c. in case of a request submitted by a proxy - apart from documents specified in points (a) or (b) enclose the power of attorney to place such a request signed by a shareholder (or an uninterrupted sequence of powers of attorney) and copy of a document evidencing identity of a person who signed the request, and in case of proxy not being a natural person - a copy of current excerpt from the register appropriate for such a person/company.

V. Right of shareholder to submit draft resolutions

Any shareholder or shareholders representing at least 1/20 of share capital is entitled to submit draft resolutions prior to the General Meeting of Shareholders in matters introduced into the agenda of the General Meeting of Shareholders in writing at the seat of Agora S.A. at 8/10 Czerska Street or by using means of electronic communication to the dedicated e-mail address: walne_zgromadzenie@agora.pl.

A shareholder shall evidence the holding of an appropriate number of shares as at the date of submitting such a request, by enclosing a registered certificate of deposit or registered certificate of eligibility to participate in the General Meeting of Shareholders, and:

a. in case of shareholders being natural persons - the request shall be accompanied by a copy of a document evidencing identity of the shareholder (if the request is submitted via email),

b. in case of shareholders being legal entities and partnerships - the request shall be accompanied by the authorization to act on behalf of such an entity by enclosing an excerpt from the Court Register or other appropriate register,

c. in case of request submitted by a proxy it shall be accompanied, apart from documents specified in (a) or (b), by a power of attorney to file such a request (or an uninterrupted sequence of powers of attorney), signed by a shareholder and copy of document evidencing identity of the proxy, and if the proxy is not an individual - copy of excerpt from the appropriate register, confirming authorization of the person acting in the name of such a person or company.

Furthermore, any shareholder eligible to participate in the General Meeting of Shareholders may, in course of the General Meeting of Shareholders, submit draft resolutions relating to the matters introduced into the agenda of the General Meeting of Shareholders.

VI. Communication of shareholder with Agora S.A.

In accordance with the Commercial Companies Code shareholders may contact with the Company by electronic means of communication in the manner specified in this announcement.

Communication shall be carried out through a dedicated e-mail address: walne_zgromadzenie@agora.pl.

All risk associated with the use of electronic means of communication with Agora S.A. is borne by a shareholder. The moment of delivery of documents to the dedicated e-mail address on the Company's servers shall be decisive in judging whether the documents were submitted in due time by electronic means of communication.

Together with the documents sent by a shareholder via e-mail, documents prepared in a language other than Polish, shall be translated into the Polish language by a certified translator.

All documents sent by a shareholder to the Company, and by the Company to a shareholder, via e-mail require conversion into the PDF format.

In case of submitting the documentation to the Company's registered seat in Warsaw at Czerska Street 8/10, the date of their delivery to the Company shall be decisive.

VII. The right to participate in the General Meeting of Shareholders

The shareholders shall be able to participate in the General Meeting of Shareholders after verification of their identity, and proxies:

a. in case of granting power of attorney in a written form - after verification of (i) an identity card (in case of a natural person) or an original or a confirmed copy by a notary public or other authorized entity to confirm that a copy of an excerpt from the Court Register or other appropriate register is a true and correct copy of that excerpt or other document confirming authorization of an individual person(s) to represent a shareholder during the General Meeting of Shareholders (in case when proxy is not an individual person), or (ii) original of the power of attorney granted in a written form or its confirmed copy by a notary public or other authorized entity to confirm that a copy of the proxy is a true and correct copy of the original,

b. in case of power of attorney granted electronically - after verification of an identity card (in case of a proxy being a natural person) or original or confirmed copy of an excerpt from the Court Register or other appropriate register by a notary public or other authorized entity to confirm that a copy of an excerpt from the Court Register or other register is a true and correct copy of that register or other document confirming authorization of a natural person(s) to represent a shareholder during the General Meeting of Shareholders (in case when proxy is not a natural person).

The representatives of legal entities or partnerships shall additionally present original documents from the Court Register or their copies confirmed by a notary public or other authorized entity to confirm that such documents are true and original copies enumerating authorized persons to represent given entity and originals or confirmed copies by a notary public or other authorized entity confirming authorization of a natural person(s) to represent a shareholder during the General Meeting of Shareholders (f.ex. uninterrupted sequence of powers of attorney).

Proxies and other necessary documents confirming eligibility of a shareholder or his proxy to participate in the General Meeting of Shareholders shall be included in the book of protocols.

All shareholders are requested to take their identity cards for the verification purposes during registration process before the opening of the General Meeting of Shareholders.

VIII. The way of exercising voting rights by a proxy

A shareholder may participate in the General Meeting of Shareholders and exercise voting rights either personally or acting through one or more proxies.

The power of attorney to vote by a proxy shall be issued in writing or electronically.

The templates of the forms used for exercising voting rights by a proxy are available at the Company's webpage www.agora.pl , in the section "For investors"/"General Meeting of Shareholders".

A shareholder is obliged to send the Company a notification about issuing a power of attorney using electronic means of communication to the following e-mail address walne_zgromadzenie@agora.pl, no later than one day prior to the General Meeting of Shareholders (i.e. June 21, 2016 till 10:00 a.m). The information should be accompanied by the scanned copy of the power of attorney on the template provided by the Company (or prepared by a shareholder but containing at least the scope of information specified in the provided template) and:

a. in case of a shareholder being a natural person - a copy of the document stating the identity of a shareholder,

b. in case of shareholders being legal entity or partnership - a copy of an actual excerpt from the appropriate register, confirming authorization of the person to act on behalf of a shareholder or other document confirming authorization of a natural person(s) to represent a shareholder during the General Meeting of Shareholders (f.ex. uninterrupted sequence of powers of attorney).

In case of granting further powers of attorney, the proxy holder should present to the Company uninterrupted sequence of powers of attorney accompanied by documents confirming authorization of a proxy to act on behalf of previous proxies.

Agora S.A. will undertake appropriate actions aiming at identification of a shareholder and proxy to verify validity and correctness of the power of attorney granted by electronic means of communication or by phone. The procedure shall include, but will not be limited to sending a return question to a shareholder or/and proxy or calling him back to confirm granting of the proxy and its scope. The Company underlines that lack of answer to a question sent by the Company to a shareholder or a proxy shall be considered as lack of possibility of verification of a granted power of attorney and will constitute the basis to refuse participation of a proxy in the General Meeting of Shareholders.

The above described rules concerning granting the power of attorney shall apply to cancelling the power of attorney granted by electronic means of communication.

IX. Possibility and manner of participating in the General Meeting of Shareholders by electronic means of communication

Communication between shareholder and the Company is carried out through a dedicated e-mail address walne_zgromadzenie@agora.pl.

The Company does not provide the possibility to participate in the General Meeting of Shareholders by other electronic means of communication.

Simultaneously, we inform that the course of the General Meeting of Shareholders shall be transmitted on the Company's website www.agora.pl in the section "For investors"/"General Meeting of Shareholders".

X. Manner of exercising voting rights by correspondence or by electronic means of communication

The Company does not provide the possibility to exercise voting rights during the General Meeting of Shareholders by correspondence or by electronic means of communication.

XI. Access to necessary documentation

Persons eligible to participate in the General Meeting of Shareholders may obtain full documentation to be presented at the General Meeting of Shareholders and draft resolutions at the Company's registered seat in Warsaw, at Czerska Street 8/10, or on the Company's web page: www.agora.pl in the section "For Investors"/ "General Meeting of Shareholders".

The Company will make all information relating to the General Meeting of Shareholders available at its web page: www.agora.pl in the section "Investor relations"/"General Meeting of Shareholders".

XII. Additional information

The information covered in this announcement is governed by the Commercial Companies Code. The text of this announcement does not infringe detailed regulations limiting exercising rights by shareholders.

In order to start the General Meeting of Shareholders on time the registration of shareholders shall start 45 minutes prior to the opening of the General Meeting Shareholders.

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09/2016 Notice of the Ordinary General Meeting of Shareholders of Agora S.A.