Incentive plans for the Company's and Group's employees based on the Company's shares

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Currently, the Company does not have an incentive plan based on shares of Agora.

Agora carried out incentive plans for its employees since 1998 until 2010. In the beginning the employees received the Company's shares. The participants included managerial staff and outstanding employees, especially journalists.

In 1998 during implementation of the first stage of incentive plan the number of stake holders increased from 24 to 96 persons, and during the Company's public offer (apart from distributing shares as part of the incentive plan) 1530 employees became Company's shareholders.

In 1999, 257 employees received shares as part of incentive plan and became the Company's shareholders. In 2000, 309 employees participated in the incentive plan. In the following years the number of employees becoming shareholders of the Company grew. In 2001, it increased by 339 employees, in 2002 by 440 employees and in 2003 by 476 employees.

Additionally, in 2003, on the Company's 15th anniversary we granted shares to all employees, not only to managerial staff. The anniversary program included over 3.6 thousand employees who became owner of nearly 2.2 million Agora's shares.

In 2005, the incentive plan was modified due to changes in legal regulations.

Agora-Holding, a shareholder of Agora S.A., proposed that the newly formed Partycypacyjny Zamknięty Fundusz Inwestycyjny (Participatory Closed Mutual Fund) approved by the Polish Securities and Exchange Commission on September 14, 2005 to be the basis for a new incentive program. The fund was managed by a Polish investment fund, Skarbiec Towarzystwo Funduszy Inwestycyjnych S.A.

Within the new regulations, Agora-Holding was considering the possibility of selling Agora's shares to the Fund, while the employees of Agora and its subsidiaries participating in the incentive program were to purchase certificates of the above Fund.

The fundamental principles of the incentive plan remained unchanged. As in the case of the old incentive plan, the certificates were under restrictions as regards to their disposal, including those contained in appropriate agreements.

In 2005, over 500 Agora's employees participated in the plan based on investment certificates. In 2006 and 2007, the program included over 600 people each year. In 2008 the number of eligible employees decreased to 450, in 2009 to 300 and in 2010 the number of employees participating in the plan amounted to over 350.

Additionally, since the fourth quarter of 2010 the Company introduced a Three-Year-Long Incentive Plan for the Management Board members and top managers based on achieving the operating result objective and share price increase. The rules, goals, adjustments and conditions for the fulfillment of the Plan for the Management Board members are set in the resolution of the Supervisory Board and for the top managers in the resolution adopted by the Management Board.