Regulatory filing

The Management Board of Agora S.A. with its registered office in Warsaw, at 8/10 Czerska Street, 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, hereby convenes the Extraordinary General Meeting of Shareholders of Agora S.A. (hereinafter: “General Meeting”), which will take place in the Company’s building in Warsaw, 8/10 Czerska Street, on 8 November 2017, at 11 a.m.

I. Proposed Agenda of the General Meeting: 

II.      Registration Date

The date for registering participation in the General Meeting shall be 23 October 2017 (“Registration Date”). The Registration Date is uniform for all authorized holders of bearer shares and registered shares. 

III. A shareholder’s right to participate in the General Meeting

Only those persons who are shareholders of Agora S.A. as at the Registration Date shall be entitled to participate in the General Meeting.

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

a. they hold the Company’s shares in their securities account sixteen days before the date of the General Meeting (i.e. on 23 October 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 from13 October 2017 to 24 October 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 determines the list of shareholders entitled to participate in the General Meeting based on (i) the list submitted by the Central Securities Depository (Krajowy Depozyt Papierów Wartościowych; hereinafter: “KDPW”), prepared on the basis of certificates of eligibility issued by entities operating securities accounts ; and (ii) the share ledger.

Three business days before the date of the General Meeting, i.e. on 3, 6, and 7 November 2017 between 9 a.m. and 5 p.m. in the Company’s building (8/10 Czerska Street, 00-732 Warsaw) the list of shareholders entitled to participate in the General Meeting will be available for review.

A shareholder may request that the said shareholders’ list be sent to him/her free of charge by electronic mail, giving the address to which the list should be sent. The request for sending the shareholders’ list should be submitted to the Company’s registered office, to the Management Board, or sent to the email address: walne_zgromadzenie@agora.pl. The request should be prepared in writing and signed by the respective shareholder or by the persons representing the shareholder; and:

a. in respect of shareholders who are individuals – a copy of the shareholder’s identification document should be enclosed (if the request is submitted by email);

b. in respect of shareholders who are legal entities and partnerships – the authorization to act on behalf of the entity has to be checked and the current excerpt from the National Court Register (KRS) or another register has to be enclosed;

c. in the event of a proxy filing the request – to enclose with the documents specified in item a or b, the Power of Attorney to file the request, signed by the shareholder (or an uninterrupted sequence of Powers of Attorney) and a copy of the document confirming the identity of the person signing the request, and in respect of a proxy other than an individual – a copy of the excerpt from the respective register, confirming the Power of Attorney of the signatory to act on behalf of the proxy.

IV. A shareholder’s right to request that certain matters be included on the agenda of the General Meeting 

A shareholder or shareholders holding at least 1/20 of the share capital are entitled to request that certain matters be put on the agenda of the Company’s General Meeting. The request should be submitted to the Company’s Management Board no later than 21 days before the date of the General Meeting, i.e. by 18 October 2017 (inclusive). The request should include a justification or draft resolution relating to the proposed item on the agenda. The request may be submitted in writing in the Company’s building at 8/10 Czerska Street, 00-732 Warsaw, for the attention of the Management Board, or sent by email to the following address: walne_zgromadzenie@agora.pl.

A shareholder/shareholders should show proof of holding the required number of shares as at the date of submitting the request, enclosing the deposit certificate(s) or the certificate of being entitled to participate in the General Meeting with the request; and:

a. in respect of shareholders who are individuals – a copy of the shareholder’s identification document should be enclosed (if the request is submitted by e-mail);

b. in respect of shareholders who are legal entities or partnerships – proof of authorization to act on behalf of the entity, by enclosing a current excerpt from the KRS or another register;

c. in the event of a proxy filing the request – enclose, with the documents specified in item a or b, a Power of Attorney to file the request, signed by the shareholder (or an uninterrupted sequence of Powers of Attorney) and a copy of the document confirming the identity of the person signing the request, and in respect of a proxy other than an individual – a copy of the excerpt from the respective register, confirming the Power of Attorney of the signatory to act on behalf of the proxy.

V. A shareholder’s right to propose drafts of resolutions

A shareholder or shareholders who represent at least 1/20 of the share capital may, before the date of the General Meeting, submit written proposals of drafts of resolutions relating to issues entered in the agenda of the General Meeting, to the Company’s building, at 8/10 Czerska Street, 00-732 Warsaw, for the attention of the Management Board, or by email to the address: walne_zgromadzenie@agora.pl.

A shareholder/shareholders should show proof of holding the required number of shares as at the date of submitting the request, enclosing the deposit certificate(s) or the certificate of entitlement to participate in the General Meeting with the request; and:

a. in respect of shareholders who are individuals – a copy of the shareholder’s identification document should be enclosed (if the request is submitted by email);

b. in respect of shareholders who are legal entities or partnerships – proof of authorization to act on behalf of the entity, by enclosing a current excerpt from the KRS or another register;

c. in the event of a proxy filing the request – enclose, with the documents specified in item a or b, a Power of Attorney to file the request, signed by the shareholder (or an uninterrupted sequence of Powers of Attorney) and a copy of the document confirming the identity of the person signing the request, and in respect of a proxy other than an individual – a copy of the excerpt from the respective register, confirming the Power of Attorney of the signatory to act on behalf of the proxy.

Additionally, during the General Meeting each of the shareholders entitled to participate in the General Meeting may propose drafts of the resolutions concerning matters introduced onto the agenda of the General Meeting.

VI. Communication between the shareholders and the Company 

The shareholders may contact the Company using electronic means of communication in the manner specified in this announcement.

Electronic contact by the shareholders with Agora S.A. will be made using the e-mail address: walne_zgromadzenie@agora.pl.

The risk related to using electronic means of communication shall be borne by the shareholder. The date of the documentation being received by the Company’s server at the address specified above shall be considered to be the date of submission by electronic means within the deadline stipulated in the law.

With documentation sent by electronic means in a language other than Polish the shareholder should enclose a sworn translation of the documentation into Polish.

All documents sent by the shareholder to the Company as well as those sent by the Company to the shareholder electronically should be scanned into PDF format.

In respect of documentation submitted by a shareholder in writing in the Company’s building at ul. Czerska 8/10, 00-732 Warsaw, the date of delivery to the Company shall be decisive in determining the timeliness of its receipt.

VII. The right to participate in the General Meeting 

Shareholders shall be admitted to participate in the General Meeting after showing their identity cards, and proxies:

a. in respect of a Power of Attorney granted in writing – after showing: (i) an identity card (in respect of proxies who are individuals) or the original of the excerpt from the respective register or another document confirming the authorization of the individual (individuals) to represent the proxy at the General Meeting (in respect of a proxy other than an individual) or a true copy of the above, certified by a notary or another entity authorized to confirm the truth of copies; and (ii) the original of the Power of Attorney granted in writing or a true copy of the above, certified by a notary or another entity authorized to confirm the truth of copies; b. in the event of a Power of Attorney granted in electronic form – after presenting: an identity card (if the proxy is an individual) or the original of the excerpt from the respective register or another document confirming the authorization of the individual (individuals) to represent the proxy at the General Meeting (in respect of a proxy other than an individual) or a true copy of the above.

Representatives of legal entities or partnerships should additionally present originals or true copies of excerpts from the respective registers certified by a notary or another entity authorized to confirm the truth of copies confirming the authorization of the said individual (individuals) to represent the shareholder at the General Meeting (e.g. an uninterrupted sequence of Powers of Attorney).

Powers of Attorney and the other necessary documents confirming the authorization of the shareholder or its representative to participate in the General Meeting will be enclosed with the minutes file by the Company.

To be allowed to participate in the General Meeting, attendees should remember to take with them their identity cards on the day of the General Meeting.

VIII. Manner of exercising voting rights by proxy 

Shareholders may participate in the General Meeting and exercise voting rights in person or through proxy/proxies.

A Power of Attorney to vote should be granted in writing or in electronic form.

Forms which authorize proxies to exercise voting rights are enclosed on the Company’s website at the address: www.agora.pl, in the tab “Investor Relations”/ “General Meeting of Shareholders”.

Shareholders shall be obliged to send information on having granted a Power of Attorney to the Company in electronic form to the email address: walne_zgromadzenie@agora.pl two business days before the date of the General Meeting at the latest (i.e. by 3 November 2017, 4 p.m.). A scan of the Power of Attorney should be enclosed with the information on granting a Power of Attorney in electronic form, and:

a. in respect of shareholders who are individuals – a copy of the shareholder’s identification document should be enclosed;

b. in respect of shareholders who are legal entities or partnerships – proof of authorization to act on behalf of the entity should be enclosed, in the form of a current excerpt from the respective register, or another document confirming the authorization of the individual (individuals) to represent the shareholder at the General Meeting (or an uninterrupted sequence of Powers of Attorney);

If a Power of Attorney is granted to a further proxy, an uninterrupted sequence of Powers of Attorney should be submitted together with the documents indicating authorization to act on behalf of the prior proxies.

Agora S.A. shall take appropriate action to identify the shareholders and the proxies in order to verify the validity of the Power of Attorney granted in electronic form. The verification may in particular consist of a feedback query to the shareholder or proxy, in electronic form or by phone, to confirm the fact of granting the Power of Attorney and its scope.  The Company warns that in such event the lack of response to the query made during the verification process will be treated as the inability to verify the Power of Attorney and will constitute the basis for refusing the Proxy’s admission to participate in the General Meeting.

The above rules for granting a Power of Attorney also apply to the withdrawal of a Power of Attorney granted in electronic form.

IX. The possibility of participating in a General Meeting and the manner of making statements during the General Meeting using electronic means of communication

Electronic communications of the shareholders with Agora S.A. will be made using the e-mail address: walne_zgromadzenie@agora.pl.

The Company does not currently stipulate the possibility of participating in a General Meeting and making statements during the General Meeting using electronic means of communication.

At the same time, the Company ensures the transmission of the General Meeting throughout its course on its website, at the address: www.agora.pl, in the tab “Investor Relations”/ “General Meeting of Shareholders”.

X. Manner of exercising voting rights remotely – by mail or electronic means of communication 

The Company does not stipulate exercising voting rights by mail or electronic means of communication.

XI. Access to documentation 

Persons authorized to participate in the General Meeting may gain access to the full text of documentation which is to be presented at the General Meeting and to the drafts of resolutions in the Company’s building at the address: 8/10 Czerska Street, 00-732 Warsaw, at the Office of the Company’s Management Board, or on the Company’s website at the address: www.agora.pl in the tab: “Investor Relations”/ “General Meeting of Shareholders”.

The Company will make available all information relating to the General Meeting on its website, at the address: www.agora.pl, in the tab “Investor Relations”/ “General Meeting of Shareholders”.

XII. Additional information 

This announcement includes the information required by the provisions of the Commercial Companies Code. The content of the announcement does not breach any detailed regulations which could restrict the shareholders’ ability to exercise their rights.

To ensure punctual commencement of the General Meeting, shareholders will be registered 45 minutes before the commencement of the General Meeting.

Draft resolutions