Regulatory filing

The Management Board of Agora S.A. with its registered office in Warsaw (“Company”) provides the draft resolutions that the Management Board intends to submit to the Ordinary General Meeting of the Company (“General Meeting”) convened for June 21, 2017 at 11.00 a.m. 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 of Agora S.A., the General Meeting appoints Mr/Ms [·] as Chairman of the Ordinary General Meeting of Agora S.A.”

“Resolution No. [...]

Under § 10 Section 2.1 of the Rules and Regulations of the General Meeting, the General Meeting hereby accepts the announced agenda.”

“Resolution No. [...]

Under § 8 Section 2.2 of the Rules and Regulations of the General Meeting of Agora S.A., the General Meeting 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 2016 and the Management Board’s report on the activities of the Company in the financial year 2016, the General Meeting decides to approve the non-consolidated annual financial statement of the Company for the financial year 2016 and the Management Board’s report on the activities of the Company in the financial year 2016.”

“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 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 the capital group in the financial year 2016.”

“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 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 2016.”

“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 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 2016.”

“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 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 2016.”

“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 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 2016.”

“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 decides to grant a vote of approval for the President of the Supervisory Board, Mr Andrzej Szlęzak, for the fulfilment of his duties in the financial year 2016.”

“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 decides to grant a vote of approval for the member of the Supervisory Board, Mr Sławomir Stefan Sikora, for the fulfilment of his duties in the financial year 2016, in the period from January 1 to June 23, 2016.”

“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 decides to grant a vote of approval for the member of the Supervisory Board, Mrs Wanda Rapaczynski, for the fulfilment of her duties in the financial year 2016.”

“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 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 2016.”

“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 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 2016.”

“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 decides to grant a vote of approval for the member of the Supervisory Board, Mr Paweł Mazur, for the fulfilment of his duties in the financial year 2016, in the period from January 1 to June 23, 2016.”

“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 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 2016, in the period from June 24 to December 31, 2016.”

“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 decides to grant a vote of approval for the member of the Supervisory Board, Mrs Anna Maria Kryńska-Godlewska, for the fulfilment of her duties in the financial year 2016, in the period from June 24 to December 31, 2016.”

“Resolution No. [...]

Under § 28 Section 3 of the Company’s statutes, the General Meeting hereby approves the appointment of Mrs Agnieszka Magdalena Sadowska for the Management Board, which took place by co-opting on March 1, 2016.”

“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 2016 in the amount of PLN 52,754,372.37 (in words: fifty two million seven hundred fifty four thousand three hundred seventy two zloty and thirty seven groszy), presented under Art. 382 § 3 of the Commercial Companies Code by the Company’s Supervisory Board, the General Meeting hereby decides to cover the net loss for the financial year 2016 from the Company’s reserve capital.”

“Resolution No. [...]

Based on Article 362 § 1 points 5 and 8 of the Commercial Companies Code, and § 9a of the Company’s statutes, the General Meeting of Shareholders authorises the Management Board of the Company to acquire Company’s own shares of the Company for the purposes of their subsequent redemption, on the following terms:

1. The Management Board may acquire fully paid: (i) bearer shares of the Company listed on the primary market on the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.); and (ii) registered shares of the Company.

2. The maximum number of Company’s own shares to be acquired by the Company is 1,537,594 (one million five hundred thirty-seven thousand five hundred ninety-four) and the total nominal value of these shares is PLN 1,537,594 (one million five hundred thirty-seven thousand five hundred ninety-four zloty zero groszy), and these shares constitute 3.23% of the Company’s share capital on the day of passing this resolution. The Company may acquire no more than 1,399,478 (one million three hundred ninety-nine thousand four hundred seventy eight) bearer shares and no more than 138,116 (one hundred thirty-eight thousand one hundred sixteen) registered shares, which constitute no more than 2.94% and no more than 0.29%, respectively, of the Company’s share capital on the day of passing this resolution.

3. The total amount which may be assigned by the Company for the acquisition of own shares, along with the costs of their acquisition, may not exceed the amount of PLN 23,832,713 (in words: twenty three million eight hundred thirty two thousand seven hundred thirteen).

4. The minimum price for the acquisition of one share of the Company is PLN 15.50 (fifteen zloty and fifty groszy).

5. The maximum price for the acquisition of one share of the Company is PLN 20 (twenty zloty).

6. The Company may acquire own shares in the following manner:

(i) in transactions performed on a regulated market operated by the Warsaw Stock Exchange; or

(ii) in transactions outside the regulated market, in particular in block transactions or based on civil-law agreements. The Company’s own shares may be acquired directly by the Company or through a selected investment firm.

7. If own shares are acquired in transactions outside the regulated market, as mentioned in Section 6 Point (ii) of this resolution, the price for acquiring a single own share shall be determined by the Management Board, taking into account Sections 4 and 5 of this resolution, and the shares shall be acquired under the following conditions.:

(i) shares shall be acquired on the basis of a publically announced offer (offers) for the purchase of shares;

(ii) the price for the acquisition of own shares under the share purchase offer announced shall be the same for all the Company’s shareholders;

(iii) the Management Board shall effect the purchase of own shares, ensuring equal access of the Company’s shareholders to the execution of the right to sell own shares;

(iv) where the number of own shares offered by the shareholders for acquisition by the Company is higher than the total number of own shares specified by the Company in the notification about the purchase of shares, the Management Board shall proportionally reduce the shareholders’ offers, while preserving the principle of equal treatment of all shareholders of the Company and upon specific principles indicated in the offer for the purchase of shares announced by the Company.

8. The total price for the acquisition of own shares, increased by the costs of their acquisition, may not exceed the amount of the reserve capital created for this purpose from the amount, which – under Art. 348 § 1 of the Commercial Companies Code, may be distributed.

9. The total nominal value of the own shares acquired may not exceed 20% of the Company’s share capital, taking into account also the nominal value of the remaining own shares of the Company (where such are held by the Company).

10. Shares may be acquired until December 31, 2017, but no longer than until exhausting of the funds allocated for the acquisition of shares.

11. The aim of acquiring own shares is their redemption and proper reduction in the Company’s share capital.

12. The Management Board of the Company shall be authorised to take any factual and legal actions necessary to execute this resolution and acquire the Company’s own shares, in particular to specify the manner (type of transaction) of acquiring the own shares, the price and the conditions for establishing the price for a single own share and the maximum number of own shares acquired, to conclude a contract with an investment company concerning the buy-back of shares, to determine the conditions for purchasing shares and announcing an offer for the purchase of shares (in the case where shares are acquired on the basis of a share purchase offer) and to conclude contracts for the acquisition of own shares, taking into account the conditions and restrictions specified in this resolution.

13. In order to redeem the own shares acquired, upon taking the decision by the Management Board of the Company to terminate the acquisition of own shares under this resolution, the Management Board shall convene the General Meeting with the agenda encompassing, amongst others, the adoption of a resolution on the redemption of the own shares acquired and proper reduction in the Company’s share capital.

14. The resolution comes into force upon adoption.”

“Resolution No. [...]

The General Meeting hereby decides to form a special-purpose reserve capital allocated for the acquisition of own shares in order to redeem, as part of the acquisition of own shares conducted under resolution no. [...] of the General Meeting dated June 21, 2017.

The General Meeting separate the amount of PLN 23,832,713 (in words: twenty three million eight hundred thirty two thousand seven hundred thirteen zloty) from the reserve capital and decides to allocate it to the above-mentioned reserve fund.”