Companys'a nanouncement

Agora SA, with its registered seat in Warsaw ("the Company"), hereby informs that as a result of the execution of the initial contract dated March 30, 2010 about which the Company informed in the current report No. 8/2010, it has signed on August 31, 2010 a definitive agreement (the "Agreement") to buy 84% of shares (entitling to 84% of votes at the general meeting of shareholders) of the company Centrum Filmowe Helios S.A. with its registered seat in Lodz ("Helios"). The sellers of the shares are Nova Polonia Private Equity Fund, LLC, formed under the laws of the State of Delaware, with its registered seat at 1209 Orange Street, Wilmington, Delaware, USA and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V., a joint stock company, formed under the Dutch law, with its registered seat at 71 Anna van Saksenlaan, 2593 HW, the Hague, Holland and their advisor is Krokus PE.

Moreover, on August 31, 2010, the Company has also signed an agreement to buy additional 0.44% of shares of Helios from a natural person being hitherto a minority shareholder of Helios.

As a result of signing the aforementioned agreements, the Company acquired in total 84.44% of shares of Helios, entitling Agora to 84.44% of votes at the general meeting of shareholders of Helios. The remaining 15.56% of shares of Helios belong to four natural persons, two of them being Management Board members of Helios.

Helios directly or indirectly, through its subsidiary Kinoplex Sp. z o.o. ("Kinoplex"), is an operator of twenty four multi-screen cinema theatres ("multiplexes") and two traditional cinemas located in twenty four Polish cities. In total, cinemas managed by Helios and Kinoplex offer 140 screens and 31,175 seats. The share of Helios (together with Kinoplex) in the multiplex market, measured by the number of tickets sold in multiplexes in 2009, amounted to about 24% (1).

The total price paid for 84.44% of shares of Helios amounted to EUR 26,200,128.24. As the accounting records of the Company are carried out in PLN, the price denominated in Euro shall be recalculated into PLN according to an average EUR/PLN exchange rate as of August 31, 2010 announced by the National Bank of Poland. In the Company's opinion, the purchase price paid for the shares of Helios reflects current market conditions.

Furthermore, on August 31, 2010, the Company has signed agreements with the minority shareholders holding 12.36% of the shares of Helios which, inter alia, grant for those shares a conditional put option to the minority shareholders and a conditional call option to Agora.

Additionally, the Company is obliged to vote at the general meeting of shareholders of Helios for the resolution to issue 2% (at issue price equal to the nominal value) of the total number of shares existing on the date of executing the Agreement, i.e. 200,264 shares addressed to top executive managers of Helios, who are not being at present Helios's shareholders. Provided the issue of shares is executed, Agora's share in Helios after the share capital increase shall amount to 82.78%.

The investment in Helios is coherent with the Company's long term strategy which entails diversification of revenue sources and widening the scope of the Company's operations in the growing, broadly-defined media sectors. The Company has been a strong player in the information segment for many years. Investment in Helios allows the Company to improve its position in the entertainment segment, which will be growing rapidly thanks to the increasing affluence of the Polish society.

Helios intends to develop its operations in the cinema segment by investing in successive multiplexes and proceeding with the process of digitalization of existing cinemas in its network. On the basis of contracts signed to date, by the end of 2013, Helios plans to open several modern multi-screen theatres equipped in high quality audio-video systems and digital projectors. Within the same time horizon, Helios also intends to deploy about 100 digital projectors in its existing cinemas within the framework of the cinema digitalization project. It is Agora's intention to support this direction of Helios' development.

The Agreement does not fulfill the criterion of a significant agreement as the purchase price paid for the shares of Helios is lower than 10% of the Company's equity capital.

Legal basis: Article 56, item 1, point 1 of the Act on the offer - confidential information.

(1) - the market has been defined as the total number of tickets sold in 2009 in multiplexes belonging to 3 main cinema operators (Cinema City, Multikino, Helios with Kinoplex) which represent 97% of the total number of all tickets sold in multiplexes located in Poland.