Registration of changes in Company's Statutes

23-12-2009

Regulatory filing

On December 23, 2009 The Management Board of Agora SA with its registered seat in Warsaw ("the Company" or "Agora SA"), received information that on December 22, 2009 the District Court for the capital city of Warsaw, XIII KRS Commercial Division registered the change in Agora Company's Statutes ("Statutes") through an amendment of the paragraph 7, as well as adoption of the uniform text of the Company's Statutes according to the resolutions no. 33 and no. 35 approved by the Annual General Meeting of Shareholders held on June 23, 2009.

Previous tenor of § 7 was the following:

§ 7

1. The share capital of the Company amounts to 54 977 535 (say: fifty four million nine hundred seventy seven thousand and five hundred thirty five) zloty and is divided 54 977 535 (say: fifty four million nine hundred seventy seven thousand and five hundred thirty five) shares with a nominal value of 1 (say: one) zloty each. On the day of the adoption of the Company's Statutes the Company's shares were divided into series A, B, C, D, E and F in the following way:

a) 4,281,600 (say: four million two hundred eighty one thousand six hundred) registered series A shares numbered from No. A 0 000 001 to No. A 4 281 600;

b) 39,108,900 (say: thirty nine million one hundred and eight thousand nine hundred) registered series B shares numbered from No. B 00 000 001 to No. B 39 108 900;

c) 750,000 (say: seven hundred and fifty thousand) registered series C shares numbered from No. C 000 001 to No. C 750 000;

d) 2,267,025 (say: two million two hundred sixty seven thousand twenty five) registered series D shares numbered from No. D 0 000 001 to No. D 2 267 025;

e) 9,000,000 (say: nine million) bearer series E shares numbered from No. E 0 000 001 to No. E 9 000 000;

f) 1,350,000 (say: one million three hundred fifty thousand) bearer series F shares numbered from No. F 0 000 001 to No. F 1 350 000;

2. Shares listed in Section 1 item 1 letter a) to c) of this paragraph shall be registered shares subscribed by the shareholders as part of the Company's transformation from a limited liability company into a joint stock company referred to in § 2 herein.

3. Subject to the provisions of §17 herein, series A and C shares shall be preferred shares in that each such share shall entitle its holder to five votes at the General Meeting of the Shareholders.

4. The series A shares shall also enjoy preferences defined in §11, section 1 and section 6, §21, section 2, letter a), point (i), §22, section 1, §28, section 2, §30, section 1 and §31, section 1.

Current tenor of § 7 is the following:

§ 7

1. The share capital of the Company amounts to 50 937 386 (say: fifty million nine hundred thirty seven thousand and three hundred and eighty six) zloty and is divided into 50,937,386 (say: fifty million nine hundred thirty seven thousand and three hundred and eighty six) shares with a nominal value of 1 (say: one) zloty each, which comprise of 4,281,600 (say: four million two hundred eighty one thousand six hundred) registered preferred series A shares and 46,655,786 (say: forty six million six hundred and fifty five thousand seven hundred and eighty six) ordinary series B and D shares, either registered or bearer.

Since the day of its creation, the Company issued the following shares:

a) 4,281,600 (say: four million two hundred eighty one thousand six hundred) registered series A shares numbered from No. A 0 000 001 to No. A 4 281 600;

b) 39,108,900 (say: thirty nine million one hundred and eight thousand nine hundred) registered series B shares numbered from No. B 00 000 001 to No. B 39 108 900;