Regulatory filing

The Management Board of Agora S.A., with its registered office in Warsaw, at Czerska 8/10, entered into the Register of Entrepreneurs held by the District Court for the Capital City of Warsaw in Warsaw, XIII Economic Division of the National Court Register, with the number KRS 59944 (hereinafter: “Company” or “Agora S.A.”), acting based on 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. (hereinafter: “General Meeting”) on 21 June 2017, 11:00 a.m., at the building of the Company in Warsaw, at Czerska 8/10.

I. Proposed agenda of the General Meeting:

II.    Registration Date.

Date of registration in the General Meeting of Shareholders shall be June 5, 2017 (“Registration Date”). The Registration Date is unified for holders of bearer shares and registered shares.

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

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 5, 2017); 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 May 26, 2017 and June 6, 2017 (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 shall determine the list of shareholders entitled to participate in the General Meeting based on (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 entitled to participate in the General Meeting shall be made available for review at the building of the Company (at Czerska 8/10, 00-732 Warsaw) for three working days before the date of the General Meeting, i.e. on 16, 19, 20 June 2017, from 09:00 a.m. to 05:00 p.m.

A shareholder may request sending a free copy of the list of shareholders by e-mail, by giving the address to which the list shall be sent. The request to send the list of shareholders shall be submitted to the registered office of the Company, to the Management Board, or sent to the address: walne_zgromadzenie@agora.pl. The request shall be drawn up in writing and signed by the shareholder or persons representing the shareholder, and:

a. in case of shareholders, who are natural persons – a copy of the document confirming the identity of the shareholder should be attached thereto (if the request is filed in electronic form);

b. in case of shareholders, who are legal persons and partnerships – it is necessary to confirm authorisation to act on behalf of such an entity, by attaching the current transcript from the National Court Register or another register;

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.

IV. Right of a shareholder to request placing certain matters on the agenda of the General Meeting

A shareholder or shareholders representing at least 1/20 of the share capital shall be entitled to request placing certain matters on the agenda of the General Meeting. The request shall be filed with the Management Board no later than 21 days prior to the date of the Annual General Meeting, i.e. no later than on 31 May 2017 (inclusive). The request shall include the justification or draft resolutions pertaining to the proposed matter to be placed on the agenda. The request may be submitted in writing to the Company’s building at Czerska 8/10, 00-732 Warsaw, to the Management Board, or sent in electronic form to the following e-mail address: walne_zgromadzenie@agora.pl.

A shareholder/shareholders should prove having an appropriate number of shares as at the day of submitting the request, by enclosing the depository certificate/s or a certificate of the right to participate in the General Meeting to the request, and:

a. in case of shareholders, who are natural persons – a copy of the document confirming the identity of the shareholder should be attached thereto (if the request is filed in electronic form);

b. in case of shareholders, who are legal persons and partnerships – it is necessary to confirm authorisation to act on behalf of such an entity, by attaching the current transcript from the National Court Register or another register;

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 a shareholder to present 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 in matters introduced into the agenda of the General Meeting of Shareholders in writing at the seat of Agora S.A. at Czerska 8/10, to the Management Board, or using electronic communication means, to the e-mail address: walne_zgromadzenie@agora.pl.

A shareholder/shareholders should prove having an appropriate number of shares as at the day of submitting the request, by enclosing the depository certificate/s or a certificate of the right to participate in the General Meeting to the request, and:

a. in case of shareholders, who are natural persons – a copy of the document confirming the identity of the shareholder should be attached thereto (if the request is filed in electronic form);

b. in case of shareholders, who are legal persons and partnerships – it is necessary to confirm authorisation to act on behalf of such an entity, by attaching the current transcript from the National Court Register or another register;

c. in the case of filing the request 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.

Additionally, during the General Meeting, any shareholder entitled to participate in the General Meeting, may present draft resolutions on matters placed on the agenda during the General Meeting.

VI. Communication between shareholders and the Company

Shareholders can communicate with the Company using electronic communication means, in a way specified in this announcement.

Communication between shareholders and Agora S.A. in electronic form shall be carried out using the following e-mail address e-mail: walne_zgromadzenie@agora.pl.

Risk related to using electronic communication means shall be 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 documents originally drawn up in a language other than Polish, sent to by a shareholder using electronic communication means, the shareholder shall sent their certified translation into Polish.

Any documents sent by a shareholder to the Company and by the Company to a shareholder using electronic communication means should be scanned in PDF format.

In case of document submitted in written form by a shareholder to the Company’s building at Czerska 8/10, 00-732 Warsaw, submission of documents within the time frame shall be determined based on the date of their receipt by the Company.

VII. The right to participate in the General Meeting

Shareholders shall be permitted to participate in the General Meeting after presenting their ID cards, while the attorneys:

a. in the case of a power of attorney granted in written form – after presenting: (i) an ID card (in the case of an attorney, who is a natural person), or an original or a copy certified as true copy by a notary public or other entity entitled to certify copies as true copies, of the transcript from the relevant register or other document confirming authorisation of a natural person (natural persons) to represent the attorney at the General Meeting (in case of an attorney, who is not a natural person); and (ii) original power of attorney granted in written form or its copy certified as true copy by a notary public or other entity entitled to certify copies as true copies,

b. in the case of a power of attorney granted in electronic form - after presenting: an ID card (in the case of an attorney, who is a natural person), or an original or a copy certified as true copy by a notary public or other entity entitled to certify copies as true copies, of the transcript from the relevant register or other document confirming authorisation of a natural person (natural persons) to represent the attorney at the General Meeting (in case of an attorney, who is not a natural person).

Representatives of legal persons or partnerships should additionally present originals or copies, certified as true copies by a notary public or other entity entitled to certify copies as true copies, of transcripts from the relevant registers, listing persons authorised to represent these entities, and originals or copies, certified as true copies by a notary public or other entity entitled to certify copies as true copies, of other document confirming authorisation of a natural person (natural persons) to represent the shareholder at the General Meeting (or a continuous chain of powers of attorney).

Powers of attorney and other required documents confirming the right of a shareholder or a person representing a shareholder to participate in the General Meeting shall be enclosed by the Company to the book of protocols.

Please have your ID card with you on the day of the General Meeting in order to be permitted to participate in the General Meeting.

VIII. The way of exercising the voting right by a proxy

A shareholder may participate in the General Meeting and exercise his/her voting right in person or by an attorney.

The power of attorney to vote should be granted in writing or in electronic form.

Forms for the purposes of exercising the voting right by an attorney are available on the Company’s website, at: www.agora.pl, in the “For Investors”/“General Meeting” tab.

A shareholder shall be obliged to send to the Company the information on granting a power of attorney, in electronic from to the e-mail address: walne_zgromadzenie@agora.pl, no later than two working days before the day of the General Meeting (i.e. by June 16, 2017, 04:00 p.m.). To the information on granting the power of attorney in electronic form, it is necessary to enclose the scanned power of attorney and:

a. in case of shareholders, who are natural persons – a copy of the document confirming the identity of the shareholder;

b. in case of shareholders, who are legal persons and partnerships – confirm authorisation to act on behalf of such an entity, by attaching the current transcript from the relevant register or another document confirming authorisation of a natural person (natural persons) to represent the shareholder at the General Meeting (e.g. a continuous chain 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 relevant steps aimed at authenticating the shareholder and his/her attorney in order to verify the validity of the power of attorney granted in electronic form. This verification may involve, inter alia, the question asked back in electronic form or by telephone to the shareholder and the attorney in order to confirm granting the power of attorney 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 a manner of participating in the General Meeting using electronic communication means

Communication between shareholders and Agora S.A. in electronic form shall be carried out using the following e-mail address e-mail: walne_zgromadzenie@agora.pl.

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

At the same time, the Company offers the transmission from the General Meeting for its whole duration, at the website, at: www.agora.pl, in the “For Investors”/“General Meeting” tab.

X. Manner of exercising the voting right by correspondence or using electronic communication means

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 the documentation

Persons entitled to participate in the General Meeting can obtain the full text of the documentation to be presented to the General Meeting and draft resolutions in the Company’s building, at Czerska 8/10, 00-732 Warsaw, in the Office of the Management Board of the Company or on the website of the Company, at www.agora.pl, in the “For Investors”/“General Meeting” tab.

The Company will make available all information pertaining to the General Meeting on the Company’s website, at www.agora.pl, in the “For Investors”/“General Meeting” tab.

XII. Additional information

This announcement includes information required by provisions of the Commercial Companies Code. The content of the announcement is without prejudice to special regulations that may limit exercising their rights by shareholders.

In order to open the General Meeting on a timely basis, registration of the shareholders will start 45 minutes before the beginning of the General Meeting.