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May 24, 2016 / 14:02

10/2016 Draft resolutions for the Ordinary General Meeting on June 23, 2016

Regulatory filing

The Management Board of Agora S.A. with its registred seat in Warsaw ("Company") hereby announces the draft resolutions to be voted on at the Ordinary General Meeting of Shareholders ("General Meeting ") convened for June 23, 2016 at 11:00 a.m., to be held at the Company's registered seat in Warsaw at 8/10 Czerska Street.

"Resolution no. [.]

Pursuant to Article 409 § 1 of the Commercial Companies Code, the General Meeting of Shareholders hereby elects Mrs/Mr [.] as the Chairman of the General Meeting of Shareholders of Agora S.A."

"Resolution no. [.]

Pursuant to § 10 item 1 of the Regulations of the General Meeting, the General Meeting hereby approves the announced agenda."

"Resolution no. [.]

The General Meeting hereby appoints Mrs/Mr [.] and Mrs/Mr [.] to the returning committee."

Justification: above resolutions concern procedural matters.

"Resolution no. [.]

Pursuant to Article 393 point 1 and Article 395 § 2 point 1 of the Commercial Companies Code as well as § 13 item 1 of the Company's Statute, the General Meeting hereby resolves to approve the non-consolidated annual financial statements of the Company for the financial year 2015 and the Management Board's report on the activities of the Company in the financial year 2015."

"Resolution no. [.]

Pursuant to Article 395 § 5 of the Commercial Companies Code, Article 55 and Article 63c item 4 of the Accounting Act, the General Meeting hereby resolves to approve the consolidated annual financial statements comprising the Company, its subsidiaries and affiliates, for the financial year 2015, and the Management Board's report on the activities of the capital group in the financial year 2015."

Justification: the above resolutions concern matters obligatorily considered by the Annual General Meeting of Shareholders at the end of the financial year.

"Resolution no. [.]

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves, in accordance with the recommendation of the Supervisory Board, to approve the performance of duties by the President of the Management Board, Mr. Bartosz Hojka, in the financial year 2015."

"Resolution no. [.]

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves, in accordance with the recommendation of the Supervisory Board, to approve the performance of duties by the Management Board member, Mr. Grzegorz Kossakowski, in the financial year 2015."

"Resolution no. [.]

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves, in accordance with the recommendation of the Supervisory Board, to approve the performance of duties by the Management Board member, Mr. Robert Musiał, in the financial year 2015."

"Resolution no. [.]

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves, in accordance with the recommendation of the Supervisory Board, to approve the performance of duties by the Management Board member, Mr. Tomasz Jagiełło, in the financial year 2015."

"Resolution no. [.]

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves to approve the performance of duties by the Chairman of the Supervisory Board, Mr. Andrzej Szlęzak, in the financial year 2015."

"Resolution no. [.]

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves to approve the performance of duties by the Member of the Supervisory Board, Mr. Sławomir S. Sikora, in the financial year 2015."

"Resolution no. [.]

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves to approve the performance of duties by the Member of the Supervisory Board, Mrs. Wanda Rapaczynski, in the financial year 2015."

"Resolution no. [.]

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves to approve the performance of duties by the Member of the Supervisory Board, Mr. Tomasz Sielicki, in the financial year 2015."

"Resolution no. [.]

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves to approve the performance of duties by the Member of the Supervisory Board, Mr. Dariusz Formela, in the financial year 2015."

"Resolution no. [.]

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves to approve the performance of duties by the Member of the Supervisory Board, Mr. Paweł Mazur, in the financial year 2015."

Justification: above resolutions relate to granting vote of approval to the members of the Company's Management and Supervisory Boards for the performance of their duties in the past financial year, which, in accordance with Article 395 § 2 item 3 of the Commercial Companies Code, shall be subject to the Annual General Meeting of Shareholders.

"Resolution no. [.]

Pursuant to § 18 item 1 of the Company's Statute, General Meeting hereby determines the amount of the Supervisory Board Members of the term commencing at the end of this General Meeting of Shareholders at six members."

Justification: based on past experience and cooperation with the Supervisory Board, the Management Board of the Company recommends to maintain the size of the Supervisory Board unchanged. In the opinion of the Company's Management Board the Superivosory Board consiting of six members allows for effective implementation of supervisory rights. This proposal also reflects the expected workload related to the Company's scale of operations and its plans for further development. The proposed number of members of the Supervisory Board will also provide versatility and diversity within the body in terms of professional experience, education, age and gender.

"Resolution no. [.]

Pursuant to Art. 385 § 1 of the Commercial Companies Code as well as the stipulations of § 20 and § 21 of the Company's Statute, the General Meeting resolves to appoint Mr./Mrs. [.] to the Supervisory Board of Agora S.A. for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2018."

"Resolution no. [.]

Pursuant to Art. 385 § 1 of the Commercial Companies Code as well as the stipulations of § 20 and § 21 of the Company's Statute, the General Meeting resolves to appoint Mr./Mrs. [.] to the Supervisory Board of Agora S.A. for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2018."

"Resolution no. [.]

Pursuant to Art. 385 § 1 of the Commercial Companies Code as well as the stipulations of § 20 and § 21 of the Company's Statute, the General Meeting resolves to appoint Mr./Mrs. [.] to the Supervisory Board of Agora S.A. for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2018."

"Resolution no. [.]

Pursuant to Art. 385 § 1 of the Commercial Companies Code as well as the stipulations of § 20 and § 21 of the Company's Statute, the General Meeting resolves to appoint Mr./Mrs. [.] to the Supervisory Board of Agora S.A. for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2018."

"Resolution no. [.]

Pursuant to Art. 385 § 1 of the Commercial Companies Code as well as the stipulations of § 20 and § 21 of the Company's Statute, the General Meeting resolves to appoint Mr./Mrs. [.] to the Supervisory Board of Agora S.A. for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2018."

"Resolution no. [.]

Pursuant to Art. 385 § 1 of the Commercial Companies Code as well as the stipulations of § 20 and § 21 of the Company's Statute, the General Meeting resolves to appoint Mr./Mrs. [.] to the Supervisory Board of Agora S.A. for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2018."

Justification: on the day of the Annual General Meeting approving financial statements for the fiscal year 2015, the term of office of the Supervisory Board members appointed by resolutions of 24, 25, 26, 27 of the Ordinary General Meeting of Shareholders on June 28th, 2013, Resolution No. 29 of the Annual General Meeting held on June 24th, 2014, and by co-option on November 6th, 2014 shall expire. In connection with the above and in accordance with Article 385 § 1 and § 18 of the Company's Statute, there is a need to appoint a new Supervisory Board for a joint term of office.

"Resolution no. [.]

Pursuant to the § 18 item 2 of the Company's Statute, General Meeting resolves to appoint Mr./Mrs. [.] as the chairman of the Supervisory Board of Agora S.A.

Justification: according to the Statute of the Company, election of the Chairman of the Supervisory Board falls within the competence of the General Meeting of the Company.

"Resolution no. [.]

Pursuant to Article 395 § 2 point 2, in conection with Article 348 of the Commercial Companies Code and § 38 of the Company's Statute, General Meeintng hereby resolves to:

allocate the total net profit for the fiscal year 2015 in the amount of PLN 13,721,654.78 (say: thirteen million seven hundred twenty one thousand six hundred fifty four zlotys and seventy eight groszy) for the dividend payment for the Company's shareholders,

appropriate the amount of PLN 22,027,414.72 (say: twenty two million twenty seven thousand four hundred fourteen zlotys and seventy two groszy) from the Company's reserve capital for the dividend payment to the Company's shareholders.

Total amount to be paid out in the form of dividend equals PLN 35,749,069.50 (say: thirty five million seven hundred forty nine thousand sixty nine zlotys and fifty groszy) which means that the dividend amounts to PLN 0.75 (say: seventy five groszy) per one share.

Shareholders, who will be entitled to shares of the Company as of the date of July 14, 2016, shall be entitled to receive dividend.

The dividend payment day is August 2, 2016."

Justification: pursuant to Aricle 395 § 2 point 2 of the Commercial Companies Code, the Ordinary General Meeting should adopt a resolution on profit distribution. In the opinion of the Management Board of Agora SA,the Company has sufficient funds to pay a dividend in the amount of PLN 35.7 million, without prejudice to the Company's current operations and planned or initiated development activities.

The payment of higher dividend (PLN 0.75 per share) than provided for in the dividend policy of the Company (PLN 0.50 per share) is related to the fact that the Company could not pay the divident in recent years (due to net loss booked in those years). The payment of the dividend in the amount of PLN 0.75 per share, in combination with the share buyback programs executed in the years 2014 and 2015, should, in the Company's opinion, meet the requirements of the current shareholders expecting a return on investment in shares of the Company, thus enabling the Company to broaden the group of investors.

The Management Board sustains the will to implement dividend policy in the future (PLN 0.50 per share) adopted by the Company on February 11th, 2005. Resolution on profit distribution in accordance with Article 348 § 3 of the Commercial Companies Code should also specify the date on which the shareholders become entitled to dividend ('the dividend date') and the dividend payment date. Taking into account the applicable laws and regulations of the Stock Exchange and the National Depository for Securities, the Management Board proposes that the Annual General Meeting of Shareholders set the dividend date on July 14th, 2016, and the dividend payment date on August 2nd, 2016. The proposal of the Management Board regarding the distribution of profit for the fiscal year 2015 received a positive opinion of the Supervisory Board.

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10/2016 Draft resolutions for the Ordinary General Meeting on June 23, 2016

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