Remuneration policy for the Agora Group&#039;s Key Managers

Remuneration policy for the Agora Group's Key Managers

The Management Board of Agora S.A. believes that employees of the Company and the Agora Group are its biggest asset. This is why it is important - for implementation of the Company's strategy and for its long-term development - to create attractive working conditions in order to attract and retain qualified employees.

Fringe benefits for the Company's employees can include: technical tools and devices required to perform obligations, a company car, co-financing of private medical insurance, as well as memberships for the use of sports facilities.

Agora ensures that the Company's remuneration scheme is adequate to market conditions and the Company's situation and, at the same time, competitive.

§ 1 The remuneration policy includes a summary of general assumptions regarding the principles of remuneration of the Management Board, the Supervisory Board and the Company's key managers, thus forming an internal set of corporate governance rules within the scope of remuneration applied within the Company, subject to § 2.

§ 2 Detailed remuneration principles shall be compliant with the laws in force and internal regulations applicable within the Company, including, in particular, the provisions of the Articles of Association, Regulations of the General Meeting and Regulations of the Management Board.

§ 3 The remuneration policy for members of the Management Board applied in the Company shall be based on the following rules:

1. Agreements with members of the Management Board shall be concluded by the Chairman of the Supervisory Board or other representative of the Supervisory Board on behalf of the Company on the basis of an authorisation granted by way of a resolution. The same procedure shall be applied for all activities associated with the employment relationship of a member of the Management Board;

2. Members of the Management Board shall be employed pursuant to an employment contract and thus shall be subject to any and all regulations following from the provisions of the labour law, including those concerning compensation and severance pay due to termination of the employment contract;

3. When determining and verifying the remuneration for members of the Management Board the Supervisory Board should take into account the experience, the effort required to correctly perform the function of a member of the Management Board, the scope of obligations and the responsibility associated with acting as a member of the Management Board as well as the level of remuneration for similar positions offered by other entities in the market;

4. In order to improve the quality and efficiency of work of members of the Management Board their remuneration shall be determined by taking into account the incentive factor; this is why shall it comprise fixed and variable components;

5. The variable component of remuneration of members of the Management Board shall comprise a short- and long-term component, as determined by the Supervisory Board;

6. Detailed principles of remuneration for members of the Management Board shall be determined in resolutions adopted by the Supervisory Board;

7. The amount of remuneration for members of the Management Board shall be verified by the Personnel and Remuneration Committee operating by the Supervisory Board;

8. In the case of termination of the employment contract the members of the Management Board shall be entitled to a notice period specified by the Supervisory Board. Members of the Company's Management Board shall also be bound by a non-competition clause and thus entitled to a compensation determined by the Supervisory Board;

9. As of the date of adoption of this remuneration policy, there are no additional retirement and pension schemes, early retirement schemes or remuneration schemes within the Company whereunder members of the Management Board receive shares, share options or other rights to purchase shares.

§ 4 The remuneration policy for key managers applied in the Company shall be based on the following rules:

1. The basic form of employment in the Company shall be an employment contract. Key managers shall be employed pursuant to a contract of employment and thus they shall be subject to any and all regulations following from the provisions of the labour law, including those concerning compensation and severance pay due to termination of the employment contract;

2. When determining the amount of remuneration for all Company employees, the Management Board shall take into account the remuneration brackets developed in collaboration with labour market experts. This shall ensure, on the one hand, the adequacy of remuneration in relation to the occupied position and professional experience, and on the other hand - it shall allow for remuneration levels to remain competitive;

3. When determining and verifying the amount of remuneration for key managers, the Management Board shall take into account the recommendation prepared by the HR director and the scope of obligations and responsibility associated with the performed function, as well as the level of remuneration on a similar position offered by other entities in the market;

4. The remuneration of key managers shall comprise a fixed component in the form of monthly remuneration and a variable incentive component, associated with the degree of implementation of objectives set for each manager by the Company's Management Board. The basis of remuneration of key managers shall be fixed remuneration;

§ 5 The remuneration policy for members of the Supervisory Board applied in the Company shall be based on the following rules:

1. Members of the Supervisory Board shall not be employed by the Company;

2. Specification of the remuneration principles for members of the Supervisory Board shall be among the competences of the General Meeting of the Company's Shareholders;

3. Detailed principles for the remuneration of members of the Supervisory Board shall be specified in the resolution adopted by the General Meeting of Agora's Shareholders;

4. The amount of remuneration for members of the Supervisory Board - broken down into individual remuneration amounts of each Board member - shall be disclosed in Agora's annual report;

5. As of the date of adoption of this remuneration policy, there are no additional retirement and pension schemes, early retirement schemes, agreements on provision of services by members of the Supervisory Board, specifying the benefits paid upon termination of the employment relationship, or remuneration schemes in Agora whereunder members of the Supervisory Board receive shares, share options or other rights to purchase shares or receive remuneration depending on changes in share prices.

Report of the Supervisory Board on the remuneration of members of the Management Board and the Supervisory Board for the years 2019-2020

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Remuneration policy for the Agora Group's Key Managers