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June 20, 2014 / 18:48

18/2014 Draft resolutions regarding matters introduced into the agenda of Annual General Meeting of Shareholders of Agora S.A. and information on withdrawal of draft resolution submitted by an entitled shareholder.

Regulatory filing

Agora S.A. with its registered seat in Warsaw ("the Company") hereby informs that on June 20th, 2014 the Company received, from an entitled shareholder - Powszechne Towarzystwo Emerytalne PZU S.A. acting on behalf of Otwarty Fundusz Emerytalny PZU "Złota Jesień" ("PTE PZU"), information regarding:

- withdrawal of draft resolution on allocating part of Company's supplementary capital for distribution between shareholders in point 11 of the agenda of Annual General Meeting of Shareholders convened for June 24th, 2014,

- submitting draft resolution on Share Buyback Program execution in point 8 of the agenda of the Annual General Meeting of Shareholders of Agora S.A. convened for June 24th, 2014,

- submitting draft resolution on creation of reserve capital for covering the cost of Share Buyback Program execution in point 9 of the agenda of the Annual General Meeting of -Shareholders of Agora S.A. convened for June 24th, 2014.

Resolution no.

of the Annual General Meeting of Shareholders of AGORA S.A. convened on June 24, 2014 on the adoption of the Company's Share Buyback Program

§ 1

1. The Annual General Meeting of Shareholders hereby authorizes the Management Board to acquire the Company's own shares for the purpose of their redemption pursuant to art. 362 § 1 point 5 and 8 of the Commercial Companies Code subject to the conditions set forth in this resolution (hereinafter called the "Program").

§2

1. The Program comprises all the Company's shares, i.e. (i) bearer shares listed on the main market of the Warsaw Stock Exchange S.A. ("Listed Shares") and (ii) registered shares of the Company.

2. Acquisition of shares within the Program cannot cause the reduction of the Company's net assets below the amount of the share capital increased by the capitals that the Company cannot pay in accordance to the law or the Statutes.

3. Within the realization of the Program, the Company may acquire no more than 3 638 380 (say: three million six hundred thirty eight thousand three hundred eighty) of the shares constituting no more than 10% of the share capital of the Company as of the day of the adoption of this resolution. The total number of shares participating in the Program includes 3 271 960 (say: three million two hundred seventy one thousand nine hundred sixty) bearer shares and 366 420 (say: three hundred sixty six thousand four hundred twenty) registered shares.

4. The minimum price of a Company's share acquisition within the Program cannot be lower than PLN 12.0 (say: twelve zlotys) per one share. The maximum price of a Company's share acquisition within the Program cannot be higher than PLN 16.0 (say: sixteen zlotys) per one share.

5. The Company's shares will be acquired by means of an offer (one or two) directed to all of the Company's shareholders. The first offer shall be announced no later than till August 29th, 2014 and the second one no later than till June 30, 2015. Pact transactions and transactions outside the regulated markets are allowed within the realization of the Program.

6. In case when the total amount of the Company's shares included in the offers of sale made by the shareholders is higher than the amount of shares that the Company plans to acquire within a given offer, the Company shall reduce the amount of shares included in the sales offers.

7. The authorization for the realization of the Program is granted for the maximum period until June 30, 2015, but no longer than up to the moment when all means meant for the realization of the Program, as set in §2 of the Resolution no. . of the Annual General Meeting of Agora S.A. dated June 24th, 2014 on creation the reserve capital to cover the cost of Share Buyback Program, are exhausted.

8. The Management Board is entitled to take all legal and factual actions securing the execution of this resolution.

§3

After the execution of the Program, the Management Board shall convene the General Meeting of Shareholders for the purpose of adoption of a resolution on redemption of shares acquired within the Program.

§4

The resolution comes into force upon the day of its adoption.

of the 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 purpose specific reserve capital to purchase own shares for the purpose of their 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 created from accumulated profits from the previous years and resolves to allocated this amount 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.

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18/2014 Draft resolutions regarding matters introduced into the agenda of Annual General Meeting of Shareholders of Agora S.A. and information on withdrawal of draft resolution submitted by an entitled shareholder.

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