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September 12, 2014 / 16:09

26/2014 Purchase of own shares by Agora S.A.

Regulatory filing

The management board of Agora S.A. (the "Company", "Agora") announces that on

September 12th, 2014 the Company purchased a total of 2,500,000 own shares. All purchased shares are ordinary bearer shares quoted on Warsaw Stock Exchange, each with a nominal value of PLN 1.0, which in total (as at the date of this report) represent 4.91% of the Company's share capital and 2,500,000 votes at the general meeting of the Company, which represents 3.67% of the votes at the general meeting of the Company (the "Purchased Shares"). The purchase price was PLN 12.00 per one Purchased Share and PLN 30,000,000 for all the Purchased Shares. The Purchased Shares were acquired with the aim of being redeemed.

The Purchased Shares were acquired outside of the regulated market, via the brokerage house of Dom Maklerski BZ WBK S.A., in settlement of the offer to buy shares of Agora S.A. announced by the Company on August 14th, 2014 (the "Offer"). The Company informed the public of the announcement of the Offer in current report no. 25/2014 on August 14th, 2014. The Offer was announced on the basis of the authorization to buy the Company's shares granted by the ordinary general meeting of the Company in resolution no. 7 as of June 24th, 2014 (the "Own Shares Purchase Program"). Under the Own Shares Purchase Program, the management board of the Company was authorized to purchase up to 3,638,380 shares representing up to 10% of the Company's share capital as at the date of the resolution adopting the Own Shares Purchase Program, including 3,271,960 bearer shares and 366,420 registered shares. The authorization to buy own shares was granted to the management board of the Company for the period ending on the earlier of June 30th, 2015 or the utilization of all funds allocated to the Own Shares Purchase Program, i.e. PLN 50,937,380.

The Company informed the public of the resolution adopting the Own Shares Purchase Program in current report no. 20/2014 on June24th, 2014.

The number of bearer shares offered by shareholders for sale under the Offer totalled 37,873,600 shares. Shareholders did not offer registered shares for sale. Since the total number of bearer shares offered by shareholders for sale under the Offer exceeded the total number of shares intended to be purchased by the Company under the Offer (i.e. 2,500,000 shares), the number of shares purchased from individual shareholders was calculated according to the reduction principles detailed in point 10 of the Offer. The average reduction rate applied to the pool of the bearer shares was 93.4%.

Before the settlement of the Offer, the Company did not hold any own shares. After the settlement of the Offer, the Company holds 2,500,000 own shares, each with a nominal value of PLN 1.0, which (as at the date of this report) in the aggregate represent 4.91% of the Company's share capital and 2,500,000 votes at the general meeting of shareholders of the Company, which represents 3.67% of the votes at the general meeting of the Company. In accordance with applicable laws, the Company does not exercise the shareholder's rights attached to own shares.

Legal basis:

Article 56 Section 1 Item 2 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (consolidated text published in the Journal of Laws of 2013, Item 1382) and § 5 Section 1 Item 6 in connection with §12 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and on the conditions under which such information may be recognised as being equivalent to information required by the laws of a state which is not a member state (consolidated text published in the Journal of Laws of 2014, Item 133).

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26/2014 Purchase of own shares by Agora S.A.

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