Public offering

Public offering executed in the beginning of1999 was addressed to Polish and foreign institutional investors and to Polish individual investors.

On the basis of Prospectus the Commission of Securities and Stock Exchange admitted to public trade:

- 4,281,600 registered privileged series A shares,

- 39,108,900 registered series B shares,

- 750,000 registered privileged series C shares,

- 2,267,025 registered series D shares,

- 9,000,000 bearer series E shares,

- 1,350,000 bearer series F shares,

2,267,025 registered series B shares, from shares enumerated above, were offered in Employee Offering. The nominal value of 1 share amounted to PLN 1.0.

Apart from that, from the shares admitted to public trading, 9,000,000 bearer series E shares with nominal value of PLN 1.0. were available in public offering whereas 1,350,00 bearer series F shares with nominal value of PLN 1.0 were offered as private placement.

The issue price of shares offered in Employee Offer amounted to PLN 1.0. The issue price of shares in Public Offering and Private Placement amounted to PLN 36.0.

From 10,350,000 series E and F shares Polish individual investors bought 787,500 shares and institutional investors 775,007. Cox Poland Investments, Inc., bought additional 1,125,000 series E shares. The remaining 7,662,493 series E and F shares were allocated to Bankers Trust for the purpose of covering the program of Global Depositary Receipts purchased by foreign institutional investors (the issue price amounted to PLN 36.0 or USD 9.29).

During the Public Offering series A, B and C shares were admitted to public trading (Existing Shares), which were issued on the basis of the resolution adopted by the Extraordinary General Meeting of Shareholders held on March 11, 1998 in relation to transforming the company into a public company. The decision to offer company's shares in a public offer was expressed in the resolution of the Extraordinary General Meeting of Shareholders held on May 8, 1998.

Existing shares were taken up by the shareholders of the company Agora - Gazeta Sp. z o.o. at the nominal value of PLN 1.0 per one share. They were exchanged for the stakes held by the then shareholders of the Agora -Gazeta Sp. z o.o. in the proportion 50 shares for one existing stake.

Since the beginning Agora - Holding Sp. o.o. has been the owner of all series A shares. Series A shares are registered, privileged shares - one shares entitles to five votes at the Company's general meeting. All additional rights of holders of series A shares are described in the Company's Statute.

Owners of series B shares included Agora - Holding Sp. z o.o., Cox, 95 key employees and 5 individuals. Series B shares are registered bearer shares.

Agora - Holding owned 14,953,750 series B shares. On May 28, 1998, the Company and Agora-Holding Sp. z. o.o. signed an initial agreement to enter into a final agreement setting out the rules on allocating the shares by Agora-Holding Sp.z o.o. for the purpose of employee incentive plans carried out in Agora and its subsidiary companies. On the basis of agreements between tow companies Agora-Holding has been obliged to dispose of at least 90% of series B shares in dates agreed upon to the people enumerated by Agora S.A. or Agora - Holding Sp. o.o. on the basis of information received form Agora S.A. provided the enumerated persons fulfill conditions set out in the agreements and agree to limit the ability to dispose of shares acquired from Agora- Holding Sp. z o.o. Agora - Holding Sp. z o.o. committed itself not to sell or pledge the shares intended for incentive plans.

On June 19, 1998, the Company and Agora- Holding Sp. z o.o. entered into an initial agreement to execute a final agreement setting rules of disposing series D shares to the employees of Agora S.A. as part of employee incentive program.

Cox became the owner of all series C shares. They were registered and privileged shares each entitling to five votes at the Company's general meeting, however the share in votes could not be higher than the Cox's share in the Company's share capital on the day of the general meeting.

On July 20, 2005 on the motion raised by the shareholder all series C shares were converted into bearer shares and admitted to public trading loosing all privileges and obligations related to them.

The capital raised during the public offering the Company used for its further development, including expansion of printing plants and investment in the current headquarters


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