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June 6, 2014 / 16:32

16/2014 New agenda of Annual General Meeting of Shareholders convened for 24th of June, 2014

Regulatory filing

Agora SA with its registered seat in Warsaw ("the Company") hereby announces the changes in the agenda and new draft resolutions with justification of the Annual General Meeting of Shareholders of the Company convened for 24th of June, 2014. The changes of the agenda and of draft resolutions are the result of motions proposed by the entitled shareholders - ING Powszechne Towarzystwo Emerytalne, acting together with ING Otwarty Fundusz Emerytalny ("ING OFE") and Powszechne Towarzystwo Emerytalne PZU S.A., acting on behalf of Otwarty Fundusz Emerytalny PZU "Złota Jesień" ("PTE PZU") of which the Company informed in the current report 14/2014:

from ING OFE:

1) Adoption of the resolution on Company's share buyback program,

2) Adoption of the resolution on creation reserve capital for covering the cost of share buyback program.

from PTE PZU:

1) Adoption of the resolution on allocating part of the Company's supplementary capital for distribution between shareholders,

2) Adoption of the resolution on changing §18 item 1 of the Company's Statute,

3) Adoption of the resolution on establishing the number of Supervisory Board members,

4) Adoption of the resolution on election of a Supervisory Board member.

Due to the above, new agenda for the nearest convened Annual General Meeting of Shareholders of Agora S.A. is as follows:

Opening of the General Meeting.

Election of the Chairman of the General Meeting, returning committee, agenda approval and other formal issues.

Management Board's presentation of the annual unconsolidated financial statements and the Management Board's report of the Company's activities in the fiscal year 2013, and of consolidated financial statements and report of the Group's activities in the fiscal year 2013.

Supervisory Board's presentation of the concise evaluation of the Company's standing in 2013.

Supervisory Board's presentation of the report concerning the results of evaluation of the Company's and Group's financial statements for 2013 as well as the Management Board's motion on covering loss.

Review and adoption of the annual unconsolidated financial statements and the Management Board's report of the Company's activities in the fiscal year 2013.

Review and adoption of the annual consolidated financial statements and the report of the Group's activities in the fiscal year 2013.

Adoption of the resolution on Company's share buyback program.

Adoption of the resolution on creation reserve capital for covering the cost of share buyback program.

Adoption of the resolution on covering the loss for the fiscal year 2013.

Adoption of the resolution on allocating part of the Company's supplementary capital for distribution between shareholders.

Adoption of the resolutions on approving the Management Board's performance of their duties in 2013.

Supervisory Board's presentation of the report on Supervisory Board's activities in 2013, including Supervisory Board's work appraisal.

Adoption of the resolutions on approving the Supervisory Board's performance of their duties in 2013.

Adoption of the resolution on changing §18 item 1 of the Company's Statute.

Adoption of the resolution on establishing the number of Supervisory Board members.

Adoption of the resolution on election of a Supervisory Board member.

Adoption of the resolution on election of the Supervisory Board's member due to the resignation of Ms. Helena Luczywo.

Closing of the General Meeting.

Draft resolutions proposed by ING OFE concerning points 8,9 of the agenda, including justification

"Resolution no. [...]

Acting pursuant to the provisions of article 362 § 1 point 5 and in relation to article 359 § 2 of the Commercial Companies Code as well as § 9a of the Company's Statute, the Annual General Meeting of Shareholders of Agora SA with its registered seat in Warsaw resolves as follows:

§1

1. The Management Board of Agora SA with its registered seat in Warsaw ("the Company") is hereby granted the authority to purchase the Company's shares quoted on Warsaw Stock Exchange according to the conditions and in the mode specified in this resolution.

2. The conditions regarding purchase of shares which are not specified in this resolution will be determined by the Management Board of the Company and reviewed by the Supervisory Board. The Management Board is thus authorized to the By-laws of the Company's Share Buyback Program.

3. The conditions stated in point 2 must be consistent with the current law regulations and in particular -- in the case of buying shares during closed periods, defined in article 159 point 2 of Act on Trade in Financial Instruments of 29th of July, 2005 (Dz. U. no. 183 item 1538 with further changes), shall be in accordance with the provisions of EU Regulation no. 2273/2003 as December 22nd, 2003.

§2

1. The Company can purchase shares according to the following rules:

a) the maximum number of shares which may be bought by the Company is set on the level of 2 546 869 (say: two million five hundred forty six thousand eight hundred sixty nine) shares; thus, the total nominal value of acquired shares does not exceed the level of 20% of the Company's share capital;

b) the Management Board of the Company is authorized to buy the Company's own shares for the period of up to one year starting from the adoption of this resolution, yet for no longer than till the time the financial resources dedicated for the execution of the Share Buyback Program are exhausted;

c) the minimum price for 1 (say: one) share is PLN 1.0 (say: one zloty), and the maximum price may not exceed the price of PLN 20.0 (say: twenty zloty) for one share;

d) the total value of acquired shares together with the cost related to the Share Buyback Program may not be higher than the reserve capital created for the execution of the Share Buyback Program;

e) the shares may be acquired on regulated market within the rules of trading of shares of public companies;

f) the Management Board of the Company shall announce the date of start and finish of share purchase, according to article 56 of Act on public offering and the conditions for introducing financial instruments to the organized trading system and of public companies as of 29th of July, 2005 (Dz. U. no. 184, item 1539 with further changes). The date of the launch of the Share Buyback Program shall be announced beforehand.

2. Own shares bought by the company shall be redeemed.

3. According to the current law regulations the Management Board is obliged to publish information about the Company's Share Buyback Program as defined in this resolution. The Management Board is also obliged to publish a report on the Share Buyback Program after it is finalized.

§3

The Management Board is hereby obliged and granted the authority to undertake any factual and legal actions required for acquiring own shares according to the rules of this resolution.

§4

The resolution shall enter into force on the date of its adoption."

"Resolution no. [...]

of Annual General Meeting of Shareholders convened on 24th of June, 2014 regarding the creation of reserve capital to cover the cost of Share Buyback Program

1. Annual General Meeting of Shareholders of Agora SA resolves to create of a reserve capital to purchase own shares for the purpose of redemption.

2. Annual General Meeting of Shareholders allocates PLN 50,937,380 (say: fifty million nine hundred thirty seven thousand three hundred eighty zlotys) from the supplementary capital for the above-mentioned reserve capital for the Share Buyback Program, and in order to finance the total value of own shares purchase.

3. The resolution shall enter into force on the date of its adoption."

Justification:

Taking into account legal limitations on the lack of the possibility of paying out the dividend by the Company for the last two years, the Fund is of the opinion that the Company should redistribute financial resources to the shareholders in the form of share buyback program. This Fund's resolution is argued by the Company's strong balance position as well as stable cash flow from operating activities in the previous years.

Draft resolutions proposed by PTE PZU concerning points 11, 15, 16 i 17 of the agenda, including justification

"Resolution no. [...]

Acting pursuant to the provisions of article 396 § 5 and in relation to article 348 of the Commercial Companies Code the Annual General Meeting of Shareholders of Agora SA hereby resolves as follows:

a) PLN 76,406,079 (say: seventy six million four hundred six thousand seventy nine zlotys) of supplementary capital of the Company shall be divided between shareholders, this means PLN 1.5 (say: one zloty fifty groszy) for 1 (say: one) share of the Company ("Dividend from the accumulated profit from the previous years");

b) The Dividend from the accumulated profit from the previous years shall be available to the shareholders who held shares on the 24th of June, 2014;

c) The date of dividend payout shall be on ________, 2014."

"Resolution no. [...]

Acting pursuant to the provisions of article 430 § 1 and § 5 of the Commercial Companies Code the Annual General Meeting of Shareholders of Agora SA hereby resolves:

a) to change change the Statute of the Company in the way that § 18 point 1 of the Statute reads from now on:

"1. Supervisory Board consists of no less than five and no more than six members, appointed in the manner defined in § 20 and § 21, including the chairman. The number of members of the Supervisory Board is established by the General Meeting of Shareholders."

b) Supervisory Board is hereby granted the right to determine unified text of the changed Statute.

c) The Management Board of the Company is hereby obliged to notify immediately the National Court Register about the changes to the Company's Statute in order to register the changes."

"Resolution no. [...]

1. Annual General Meeting of Shareholders sets the number of members of Supervisory Board for six people.

2. The resolution enters into force on the next day after the registration of resolution no. [ ] of this General Meeting of Shareholders in relation to the change of § 18 point 1 of the Statute of the Company."

"Resolution no. [...]

1. Annual General Meeting of Shareholders appoints to the Supervisory Board Mr./Mrs _____________.

2. The resolution enters into force on the next day after registration of resolution no. [ ] of this General Meeting of Shareholders in relation to the change of § 18 point 1 of the Statute of the Company."

Justification:

According to PTE PZU opinion, the current situation of the Company, as well as the capital accumulated in the form of accumulated profit from previous years allows payment of PLN 1.5 per share of dividend to the shareholders. PTE PZU is of the opinion that there are no legal grounds not to pay dividend from accumulated profit from the previous years to the shareholders just because the Company noted net loss in the previous financial year . Even though the Company noted net loss in the previous financial year, it still has dividend surplus accumulated in equity which can be intended for payment of dividend other than dividing profit from the previous financial year, and still being within the limit defined by article 348 § 1 of the Commercial Companies Code. The draft resolution does not limit the development possibilities of the Company, at the same time changing the market perception of the Company as a dividend company.

PTE PZU is of the opinion that the proposed change in the Statute of the Company involving the change in the number of Supervisory Board members (from 5 to 6 members) may result in strenghtening of the Supervisory Board's competence and positively influence the value of the Company. PTE PZU intends to submit the candidacy for the Supervisory Board member whose professional experience will ensure the right fulfillment of duties of an independent Board member before the Annual General Meeting of Shareholders.

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16/2014 New agenda of Annual General Meeting of Shareholders convened for 24th of June, 2014

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