The Management Board of Agora S.A., with its registered office in Warsaw (“Company”) hereby provides the draft resolutions that the Management Board intends to submit to the Annual General Meeting (“General Meeting”) convened for June 20, 2018 at 11:00 a.m. (Warsaw time) in the building of the Company at Czerska 8/10 in Warsaw.

“Resolution No. [...]
Based on Art. 409 § 1 of the Commercial Companies Code and on § 6 Section 3.1. of the Rules and Regulations of the General Meeting, the General Meeting appoints Mr/Ms [•] as Chairman of the General Meeting.”

“Resolution No. [...]
Based on § 10 Section 2.1. of the Rules and Regulations of the General Meeting, the General Meeting hereby adopts the announced agenda.”

“Resolution No. [...]
Based on § 8 Section 2.2. of the Rules and Regulations of the General Meeting, the General Meeting hereby decides to appoint Mr/Ms [•] and Mr/Ms [•] for the Returning Committee.”

“Resolution No. [...]
Pursuant to the provisions of Art. 393 Point 1 and 395 § 2 Point 1 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, taking into account the result of the assessment, presented in accordance with Art. 382 § 3 of the Commercial Companies Code by the Company’s Supervisory Board, concerning the non-consolidated annual financial statement of the Company for the financial year 2017 and the Management Board’s report on the activities of the Company in the financial year 2017, the General Meeting hereby decides to approve the non-consolidated annual financial statement of the Company for the financial year 2017 and the Management Board’s report on the activities of the Company in the financial year 2017.”

“Resolution No. [...]
Pursuant to the provisions of Art. 395 § 5 of the Commercial Companies Code, and to Art. 63c Section 4 of the Accounting Act, the General Meeting hereby decides to approve the annual consolidated financial statement covering the Company and its dependent entities and other subordinate entities according to the provisions of the Accounting Act, and the Management Board’s report on the activities of the capital group in the financial year 2017.”

“Resolution No. [...]
Pursuant to Art. 395 § 2 Point 2 and taking into account the result of the assessment of the Management Board’s application concerning the covering of the net loss for the financial year 2017 in the amount of PLN 68,122,166.14 (in words: sixty-eight million one hundred and twenty-two thousand one hundred and sixty-six zloty 14/100), the General Meeting hereby decides to cover the net loss for the financial year 2017 from the part of the Company’s supplementary capital that was created from: (i) the share premium on 1,779,990 own shares of the Company, redeemed based on Resolution No. 17 of the General Meeting of the Company’s shareholders dated June 26, 2006 and (ii) the share premium on 4,040,149 own shares of the Company redeemed based on Resolution No. 31 of the General Meeting of Shareholders dated June 23, 2009. Therefore, the part of the Company’s supplementary capital that was created from the share premium (agio) on the above-mentioned shares shall be reduced accordingly by the amount of the loss of PLN 68,122,166.14 (in words: sixty-eight million one hundred and twenty-two thousand one hundred and sixty-six zloty 14/100).”

Statement of grounds for Draft Resolutions Nos. […]
The resolutions nos. […] are resolutions which must be adopted at the Ordinary General Meeting in accordance with the provisions of the Commercial Companies Code.

“Resolution No. [...]

1. Pursuant to Art. 395 § 2 Point 2 in conjunction with Art. 348 of the Commercial Companies Code, and to § 38 of the Company’s Statutes, the General Meeting hereby decides to earmark PLN 23,290,415.50 (in words: twenty-three million two hundred and ninety thousand four hundred and fifteen zloty and fifty groszy 50/100) from the Company’s supplementary capital for paying a dividend to the Company’s shareholders.

2. The total amount earmarked for the payment of a dividend is PLN 23,290,415.50 (in words: twenty-three million two hundred and ninety thousand four hundred and fifteen zloty fifty groszy), which means that the dividend amount per share of the Company is PLN 0.50 (in words: fifty groszy).

3. The shareholders which will be vested with the Company’s shares on July 13, 2018 shall be eligible to receive a dividend.

4. The dividend payment date shall be August 2, 2018.

Statement of grounds for Draft Resolution No. […]

After performing the accounting operation in accordance with Art. 348 § 1 of the Commercial Companies Code, the Company shows resources which may be earmarked for the payment of a dividend for 2017, despite the fact that the Company incurred a loss in the financial year 2017.

The effective implementation of the former strategy of the Agora Group has ensured the Group a stable financial position in recent years. In the opinion of the Management Board, the Company has sufficient funds to earmark PLN 23,290,415.50 for a dividend, without any detriment to the Company’s operations and its investment plans relating to the Agora Group’s strategy for the years 2018-2022. In addition, paying a dividend despite incurring a loss is recently broadly approved in the legal doctrine and is supported by a strongly functional interpretation of the regulations. The market practice of public companies also shows that paying a dividend despite incurring a loss is practised more and more frequently, also by the largest companies listed on the Warsaw Stock Exchange. Such practice also meets the expectations of the Company’s shareholders

The Management Board’s recommendation concerning the payment of a dividend has received a positive opinion from the Supervisory Board of Agora S.A.

“Resolution No. [...]
“The General Meeting hereby approves the appointment of Mr Maciej Wiśniewski for the Supervisory Board, which took place by co-opting on November 9, 2017 based on § 21 Section 4 of the Company’s Statutes”.

Statement of grounds for Draft Resolution No. […]

On November 9, 2017, Mr Maciej Wiśniewski was appointed for the Supervisory Board of the Company by being co-opted by the other members of the Supervisory Board, in accordance with the procedure set out in § 21 Section 4 of the Company’s Statutes. By Resolution No. […] the General Meeting of the Company approves the appointment of Mr Maciej Wiśniewski for the Supervisory Board of the Company, who was appointed for the Supervisory Board of the Company for the period up until the end of the joint three-year term of office of the Supervisory Board, which will expire as from the date of the General Meeting of the Company which will approve the financial statement for 2018.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides to grant a vote of approval for the member of the Supervisory Board, Mr Andrzej Szlęzak, for the fulfilment of his duties in the financial year 2017”.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides to grant a vote of approval for the member of the Supervisory Board, Mr Tomasz Sielicki, for the fulfilment of his duties in the financial year 2017”.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides to grant a vote of approval for the member of the Supervisory Board, Mr Dariusz Formela, for the fulfilment of his duties in the financial year 2017”.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides to grant a vote of approval for the member of the Supervisory Board, Ms Wanda Rapaczynski, for the fulfilment of her duties in the financial year 2017”.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides to grant a vote of approval for the member of the Supervisory Board, Mr Andrzej Dobosz, for the fulfilment of his duties in the financial year 2017”.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides to grant a vote of approval for the member of the Supervisory Board, Mr Maciej Wiśniewski, for the fulfilment of his duties in the financial year 2017, in the period from November 9, 2017 to December 31, 2017”.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 and § 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides to grant a vote of approval for the member of the Supervisory Board, Ms Anna Kryńska-Godlewska, for the fulfilment of her duties in the financial year 2017, in the period from January 1, 2017 to November 8, 2017”.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides, according to the recommendation of the Supervisory Board, to grant a vote of approval for the President of the Management Board, Mr Bartosz Hojka, for the fulfilment of his duties in the financial year 2017”.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides, according to the recommendation of the Supervisory Board, to grant a vote of approval for the member of the Management Board, Mr Tomasz Jagiełło, for the fulfilment of his duties in the financial year 2017”.

“Resolution No. [...]
“Pursuant to the provision of Art. 395 § 2 Point 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides, according to the recommendation of the Supervisory Board, to grant a vote of approval for the member of the Management Board, Ms Agnieszka Sadowska, for the fulfilment of her duties in the financial year 2017, in the period from March 1, 2017 to December 31, 2017”.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides, according to the recommendation of the Supervisory Board, to grant a vote of approval for the member of the Management Board, Ms Anna Kryńska-Godlewska, for the fulfilment of her duties in the financial year 2017, in the period from November 8, 2017 to December 31, 2017”.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides, according to the recommendation of the Supervisory Board, to grant a vote of approval for the member of the Management Board, Mr Grzegorz Kania, for the fulfilment of his duties in the financial year 2017, in the period from November 8, 2017 to December 31, 2017”.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 and § 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides, according to the recommendation of the Supervisory Board, to grant a vote of approval for the member of the Management Board, Mr Grzegorz Kossakowski, for the fulfilment of his duties in the financial year 2017, in the period from January 1, 2017 to September 5, 2017”.

“Resolution No. [...]
Pursuant to the provision of Art. 395 § 2 Point 3 and § 3 of the Commercial Companies Code, and to § 13 Section 1 of the Company’s Statutes, the General Meeting hereby decides, according to the recommendation of the Supervisory Board, to grant a vote of approval for the member of the Management Board, Mr Robert Musiał, for the fulfilment of his duties in the financial year 2017, in the period from January 1, 2017 to February 28, 2017”.

Statement of grounds for Draft Resolutions Nos. […]
The resolutions no. […] are resolutions which must be adopted at the Ordinary General Meeting in accordance with the provisions of the Commercial Companies Code.

“Resolution No. [...]
Pursuant to the provision of Art. 368 § 4 of the Commercial Companies Code, and to § 28 and § 29 Section 2 of the Company’s Statutes, the General Meeting hereby decides to appoint Mr/Ms [ name and surname ] to the Management Board of the Company, for a joint term of office beginning as of the date of this General Meeting being closed, which will expire as from the date of the General Meeting of the Company which will approve the financial statement for 2022”.

Statement of grounds for Draft Resolutions Nos. […]
Due to the expiration of the mandate of the current composition of the Company’s Management Board, in accordance with the Company’s Statutes, the General Meeting should appoint members of the Company’s Management Board for the new joint term of office.

“Resolution No. [...]
Based on Art. 359 § 1 and § 2, Art. 360 § 1 and § 2 Point 2 of the Commercial Companies Code, and on § 9a of the Company’s Statutes, the General Meeting of the Company hereby decides as follows:

§1
To redeem 1,084,595 (in words: one million eighty-four thousand five hundred and ninety-five) ordinary bearer shares, series B and D, of the Company with a nominal value of PLN 1 (in words: one) each (own shares), acquired by the Company for their subsequent redemption, under the own share buyback program adopted by Resolution No. 19 of the Ordinary General Meeting of the Company dated June 21, 2017.

§2

The consideration for the redemption of own shares totalling PLN 21,691,900.00 (in words: twenty-one million six hundred and ninety-one thousand nine hundred) zloty for all the own shares acquired, which constitutes 20 (in words: twenty) zloty per own share acquired, was paid to the shareholders as part of the execution of the own share buyback program adopted by Resolution No. 19 of the Ordinary General Meeting of the Company dated June 21, 2017.

§3

The share capital shall be reduced by way of amending the Company’s Statutes, by redeeming the shares.

§4

The shares shall be redeemed upon the Company’s share capital being reduced.

§5
The Company’s supplementary capital shall be reduced by PLN 21,744,437.85 (in words: twenty-one million seven hundred and forty-four thousand four hundred and thirty-seven zloty 85/100), which constitutes the amount expended on the acquisition of the Company’s own shares under the own share buyback program adopted by Resolution No. 19 of the Ordinary General Meeting of the Company dated June 21, 2017. Furthermore, the excess of the reserve capital created on the basis of Resolution No. 19 of the Ordinary General Meeting of the Company dated June 21, 2017 in order to finance the acquisition of the Company’s own shares over the amount expended on the acquisition of the Company’s own shares, totalling PLN 2,088,275.15 (in words: two million eighty-eight thousand two hundred and seventy-five zloty 15/100), shall be transferred to the Company’s supplementary capital”.

Statement of grounds for Draft Resolution No. […]

The redemption of own shares is the result of the own share buyback program adopted by Resolution No. 19 of the Ordinary General Meeting of the Company dated June 21, 2017, carried out by the Company. Under this program, the Company’s Management Board was authorized to acquire the Company’s own shares for the purposes of their subsequent redemption. Pursuant to Art. 359 § 2 of the Commercial Companies Code, the redemption of shares requires a resolution of the General Meeting.

“Resolution No. [...]
Based on Art. 455 § 1 and § 2 of the Commercial Companies Code, in conjunction with Art. 360 of the Commercial Companies Code and pursuant to Art. 430 § 1 of the Commercial Companies Code, in conjunction with the adoption of Resolution No. […] of the General Meeting dated June 20, 2018 on the redemption of the Company’s own shares, the following shall be adopted:

§1

The Company’s share capital shall be reduced by PLN 1,084,595 (in words: one million eighty-four thousand five hundred and ninety-five) from PLN 47,665,426 (in words: forty-seven million six hundred and sixty-five thousand four hundred and twenty-six) to PLN 46,580,831 (in words: forty-six million five hundred and eighty thousand eight hundred and thirty-one).

§2

The share capital shall be reduced by redeeming 1,084,595 (in words: one million eighty-four thousand five hundred and ninety-five) ordinary bearer shares, series B and D, of the Company (own shares), with a nominal value of PLN 1 (in words: one) each, acquired by the Company for the purposes of their subsequent redemption, under the own share buyback program adopted by Resolution No. 19 of the Ordinary General Meeting of the Company dated June 21, 2017.

§3

The aim of reducing the share capital is to align the share capital amount with the total nominal value of the Company’s shares that will remain after the redemption of 1,084,595 (in words: one million eighty-four thousand five hundred and ninety-five) own shares in accordance with Resolution No. […] of the General Meeting dated June 20, 2018 on the redemption of the Company’s own shares.

§4

The Company’s share capital shall be reduced without following the procedure referred to in Art. 456 of the Commercial Companies Code.

§5

The reserve capital referred to in Art. 457 § 2 of the Commercial Companies Code shall be created, to which PLN 1,084,595 (in words: one million eighty-four thousand five hundred and ninety-five) obtained by reducing the share capital, shall be transferred.

§6

The share capital shall be reduced upon the reduction in the Company’s share capital being entered in the Register of Entrepreneurs of the National Court Register.

§7

Pursuant to Art. 430 § 1 of the Commercial Companies Code, the General Meeting decides to amend the Company’s Statutes in the following manner:

§ 7 Section 1 of the Company’s Statutes, which currently reads as follows:
“The Company’s share capital amounts to PLN 47,665,426 (in words: forty-seven million six hundred and sixty-five thousand four hundred and twenty-six) and consists of 47,665,426 (in words: forty-seven million six hundred and sixty-five thousand four hundred and twenty-six) shares with a nominal value of PLN 1 (in words: one) each, which comprise 4,281,600 (in words: four million two hundred and eighty-one thousand six hundred) preferred registered series A shares and 43,383,826 (in words: forty-three million three hundred and eighty-three thousand eight hundred and twenty-six) ordinary series B and D, registered and bearer shares.”

shall be amended and shall read as follows:
“The Company’s share capital amounts to PLN 46,580,831 (in words: forty-six million five hundred and eighty thousand eight hundred and thirty-one) and consists of 46,580,831 (in words: forty-six million five hundred and eighty thousand eight hundred and thirty-one) shares with a nominal value of PLN 1 (in words: one) each, which comprise 4,281,600 (in words: four million two hundred and eighty-one thousand six hundred) registered, preferred series A shares and 42,299,231 (in words: forty-two million two hundred and ninety-nine thousand two hundred and thirty-one) ordinary series B and D, registered and bearer shares.”

§8

The Management Board of the Company shall be obliged to take any action necessary to register the reduction in the Company’s share capital and to amend the Company’s Statutes by virtue of this resolution.”

Statement of grounds for Draft Resolution No. […]

The reduction in the share capital is the consequence of the redemption of shares referred to in Resolution No. […] .[…]. Pursuant to Art. 360 § 1 of the Commercial Companies Code, the redemption of shares requires reducing the share capital. A resolution on reducing the share capital should be adopted at the General Meeting at which a resolution on the redemption of shares was adopted. The amendment to § 7 Section 1 of the Company’s Statutes is the consequence of the reduction in the share capital, because according to Art. 455 § 1 of the Commercial Companies Code share capital should be reduced by way of amending the Statutes.

“Resolution No. [...]
Due to the amendment to the Statutes made by the Ordinary General Meeting by means of Resolution No. […], the Ordinary General Meeting of the Company hereby decides to adopt the consolidated text of the Company’s Statutes which reads as follows:

“STATUTES OF AGORA SPÓŁKA AKCYJNA[...]”

Statement of grounds for Draft Resolutions No. […]

A resolution on the adoption of the consolidated text of the Statutes is a standard resolution that is usually adopted after amending the Statutes, aimed to make it easier to analyse the text of the Statutes.