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December 29, 2011 / 17:10

The company - Goldenline Sp. z o.o. - in the Agora Group

Press release

Agora S.A. became a minority shareholder in the company Goldenline Sp. z o.o., the owner of the social portal goldenline.pl

We have finalized the negotiations with the shareholders of the company Goldenline Sp. z o.o. ("Shareholders") and signed the agreement to acquire shares in the company and shareholders agreement. As a result of these agreements, by means of acquiring part of the company's shares from the Shareholders, Agora S.A. ("Agora), became the owner of 36% of the company's shares entitling Agora to 36% of votes at a shareholder meeting. The total price paid for the 36% stake in the company amounted to PLN 11,520,000 which implies the total equity value at the level of PLN 32 million and transaction multiple of 3.5 calculated on the basis of expected sales revenues for 2011 - said Zbigniew Bak, Vice President of the Management Board of Agora S.A.

- The investment is coherent with our Internet strategy and will strengthen the position of the Agora Group among social websites and in recruitment category. Current CEO of Goldenline Sp. z o. o., Mr. Mariusz Gralewski, shall remain in this position and will be responsible for the company's strategy and development. We will develop the company together in accordance with the original strategic vision of its co-founders. The company is already profitable and at the moment does not require additional financing - said Mr. Tomasz Jozefacki, a Management Board member and head of Internet division in Agora S.A.

On the basis of the modified articles of association and shareholders agreement executed between Agora S.A. and Shareholders, Agora received a number of rights typical for a minority shareholder, the most important including: (i) a proportional pre-emptive right in case of disposal of shares by any of the Shareholders, (ii) the right to appoint and remove one member of the company's two-member management board; (iii) the right to appoint and remove two out of five members of the company's supervisory board; (iv) making key decisions at a general meeting of shareholders by means of qualified majority of votes (two - thirds majority), including consent of the general meeting of shareholders for disposal of the company's shares to a third party not being a shareholder and for accepting a third party as a new shareholder; (v) making key decisions by a supervisory board by means of a qualified majority of votes (two - thirds majority), including approval of the company's annual budgets. On the basis of the shareholders agreement, Shareholders make take advantage of their right to sell their shares to Agora and Agora may use its right to purchase the shares owned by the Shareholders, but those rights do not constitute inexorable obligations of the other party as each party can free itself from those obligations by voting at a general meeting of shareholders for alternative ways of giving liquidity to the shares owned by Shareholders.

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The company - Goldenline Sp. z o.o. - in the Agora Group

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