General Meetings of Shareholders

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The principles of convening and holding the general meeting of shareholders are set forth in:

1. Commercial Companies Code

2. Statute of Agora SA

3. By-laws of Agora's General Meeting of Shareholders

According to the Commercial Companies Code a shareholder or shareholders representing at least one twentieth of the Company's share capital may request for convening of the general meeting of shareholders and including specified matters in the agenda of the general meeting of shareholders. The request should be placed in writing or via email at the address: walne_zgromadzenie@agora.pl.

When sending the request please attach the documents allowing us to identify you as the shareholder of Agora SA or a person acting on behalf of the shareholders and to verify the conditions of exercising a given right as set forth in legal regulations, especially:

should a shareholder be a legal person or an organisational unit without legal personality, the shareholder should also send a scan containing current or full excerpt from the applicable register;

should a shareholder act through his/her proxy, the shareholders should also send the copy of proxy granted (continuous series of proxies if the proxy has not been granted by the persons listed in the attached copy of register);

a scanned copy of ID card, passport, or any other document enabling the Company to identify the shareholder or a proxy performing on behalf of a shareholder or shareholders;

a scanned copy of a certificate of deposit.

Documents sent electronically and prepared in a language other than Polish, shall be translated into the Polish language.

A shareholder using e-mail is required to send scanned copies of required documents.

A shareholder may participate in the General Meeting and exercise voting rights either personally or acting through one or more proxies. The power of attorney to vote by a proxy shall be issued in writing or electronically.

A shareholder is obliged to send the Company a notification of having issued a power of attorney using electronic means of communication to the following e-mail address walne_zgromadzenie@agora.pl, no later than one day prior to the Meeting. The information should be accompanied by the scan copy of the power of attorney on the template provided by the Company (or prepared by a shareholder but containing at least the scope of information specified in the provided template) and:

in case of a shareholder being an individual - a copy of the document stating the identity of a shareholder,

in case of shareholders being legal persons or private companies - a copy of an actual excerpt from the appropriate register, confirming authorization of the person to act on behalf of a shareholder or other document confirming authorization of an individual person(s) to represent a shareholder during the General Meeting (f.ex. uninterrupted sequence of powers of attorney).

In case of granting further proxies, the proxy holder should present to the Company uninterrupted sequence of powers of attorney accompanied by documents confirming authorization of a proxy to act on behalf of previous proxies. Agora SA will undertake appropriate actions aiming at identification of a shareholder and proxy to verify validity and correctness of the proxy granted by electronic means of communication.

The above described rules concerning granting the proxy shall apply to cancelling the proxy granted by electronic means of communication. At the same time we would like to ask shareholders to provide contact details in the matters relating to submitted request or proxy (in case of requests/proxies submitted by electronic means of communication - we require shareholder to provide the Company with at least email address of a shareholder).

The Management Board of the Company may undertake appropriate actions for reviewing the submitted documents also by contact with a shareholder. A full and complete set of information, as required according to the applicable laws in relation to the general meeting of shareholders of Agora SA shall be available in each case in the announcement of convening the general meeting of shareholders and at the web page: www.agora.pl in the investors section - General Meeting of Shareholders, not later than 26 days prior to the date of the general meeting of shareholders. Additionally, the Company shall provide on its website the forms enabling voting by a proxy.

In the matters related to general meeting of shareholders one can also contact:

Legal Department: Tel: (+48-22) 555 60 17

Investor Relations: Tel: (+48-22) 555 43 73



Contact

  • tel.: (+48 22) 555 60 36
  • tel.: (+48 22) 555 43 73
  • fax: (+48 22) 840 00 67
  • e-mail: investor@agora.pl

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