The Management Board of Agora S.A. with its registered seat in Warsaw ("Company") hereby announces resolutions adopted by the Ordinary General Meeting of Shareholders ("General Meeting ") convened for June 24, 2021 at 11:00 a.m., held at the Company's registered seat in Warsaw at 8/10 Czerska Street.

Resolution no 1

on the election of the Chairperson of the General Meeting

Pursuant to Article 409 § 1 of the Commercial Companies Code and § 6, item 3.1. of the By-laws of the General Meeting, the General Meeting hereby elects Mr Paweł Moskwa to chair the General Meeting.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 954 111  were in favour of the resolution, 0 were against and 0 abstained.

Resolution no 2

on adoption of the agenda

Pursuant to § 10 item 2.1. of the By-laws of the General Meeting, the General Meeting hereby adopts the announced agenda.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 954 111  were in favour of the resolution, 0 were against and 0 abstained.

Resolution no 3

on electing the members of the returning committee

The General Meeting hereby appoints Mr Jarosław Wójcik to the returning committee.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 954 111  were in favour of the resolution, 0 were against and 0 abstained.

Resolution no 4

on electing the members of the returning committee

The General Meeting hereby appoints Mr Bartłomiej Marcinek to the returning committee.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 954 111  were in favour of the resolution, 0 were against and 0 abstained.

Resolution no 5

on reviewing and approving the annual separate financial statements of the Company for the year 2020 and the Management Report for the financial year 2020

Pursuant to the provisions of Art. 393 item 1 and 395 § 2 item 1 of the Commercial Companies Code and § 13, section 1, of the Company’s Statute, in consideration of the results of the evaluation of the Company’s separate financial statements for the financial year 2020 and the Management Board’s Report on the activities of the Company for the financial year 2020 presented by the Company’s Supervisory Board pursuant to Art. 382 § 3 of the Commercial Companies Code, the General Meeting has decided to approve the separate financial statements for the financial year 2020 and the Management Board’s Report on the activities of the Company for the financial year 2020.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 922 355  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 6

on reviewing and approving the annual consolidated financial statements covering the Company and its subsidiaries and associates, and the Management Board’s report on the activities of the Group in the financial year 2020

Pursuant to the provisions of Art. 395 § 5 of the Commercial Companies Code and Art. 63c section 4 of the Accounting Act, the General Meeting hereby resolves to approve the annual consolidated financial statements for 2020 comprising the Company, its subsidiaries and associates according to the regulations of Accounting Act, and the Management Board’s report on the activities of the Group in the financial year 2020.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 922 355  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 7

on covering the loss of the Company for the financial year 2020

Pursuant to art. 395 § 2 point 2 and having regard to the presented pursuant to Art. 382 § 3 of the Commercial Companies Code by the Supervisory Board of the Company, the result of the assessment of the Management Board's application regarding the coverage of the net loss for the financial year 2020 in the amount of PLN 54 858 890.90 (in words: fifty four million eight hundred fifty eight thousand eight hundred ninety zlotys 90/100), The Meeting hereby resolves to cover the net loss for the financial year 2020 with profits from previous years.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 954 111  were in favour of the resolution, 0 were against and 0 abstained.

Resolution no 8

on approving the performance of duties by particular members of the Supervisory Board in the financial year 2020

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, the General Meeting has decided to approve the performance of duties by Andrzej Szlęzak, Chairman of the Supervisory Board, in the financial year 2020.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 922 355  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 9

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, the General Meeting has decided to approve the performance of duties by Dariusz Formela, Member of the Supervisory Board, in the financial year 2020.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 922 355  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 10

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, the General Meeting has decided to approve the performance of duties by Tomasz Karusewicz, Member of the Supervisory Board, in the period of time June 13, 2020 to December 31, 2020.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 922 355  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 11

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, the General Meeting has decided to approve the performance of duties by Wanda Rapaczynski, Member of the Supervisory Board, in the financial year 2020.

During the voting on the resolution 43 071 121 valid votes were cast out of 25 944 721 shares, representing 55.7% of shares in statutory capital. Out of total amount of 43 071 121 of the valid votes 43 039 365  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 12

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, the General Meeting has decided to approve the performance of duties by Tomasz Sielicki, Member of the Supervisory Board, in the financial year 2020.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 922 355  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 13

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, the General Meeting has decided to approve the performance of duties by Maciej Wiśniewski, Member of the Supervisory Board, in the financial year 2020.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 922 355  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 14

on approving the performance of duties by particular members of the Management Board in the financial year 2020

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Bartosz Hojka, President of the Management Board, in the financial year 2020.

During the voting on the resolution 43 951 211 valid votes were cast out of 26 824 811 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 951 211 of the valid votes 43 919 455  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 15

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Tomasz Jagiełło, Member of the Management Board, in the financial year 2020.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 922 355  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 16

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Grzegorz Kania, Member of the Management Board, in the period of time January 1, 2020 to September 28, 2020.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 922 355  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 17

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Anna Kryńska-Godlewska, Member of the Management Board, in the financial year 2020.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 922 355  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 18

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Agnieszka Sadowska, Member of the Management Board, in the financial year 2020.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57,59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 922 355  were in favour of the resolution, 0 were against and 31 756 abstained.

Resolution no 19

on the approval of the appointment of a Member of the Management Board of the Company by co-option

Pursuant to § 28 sec. 3 of the Company's Articles of Association, the General Meeting hereby approves the appointment to the Management Board of Mr. Tomasz Grabowski by co-option on June 1, 2021. 

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 954 111  were in favour of the resolution, 0 were against and 0 abstained.

Resolution no 20

on the assessment of the "Report of the Supervisory Board on the remuneration of individual members of the Management Board and Supervisory Board of Agora S.A. for the years 2019 - 2020"

Acting pursuant to Art. 90 g of paragraph 1. 6 of the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments to an organized trading system, the General Meeting hereby gives a positive opinion on the "Report of the Supervisory Board on the remuneration of individual members of the Management Board and Supervisory Board of Agora S.A. for the years 2019 - 2020.

During the voting on the resolution 43 954 111 valid votes were cast out of 26 827 711 shares, representing 57.59% of shares in statutory capital. Out of total amount of 43 954 111 of the valid votes 43 001 848  were in favour of the resolution, 952 263 were against and 0 abstained.