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May 25, 2012 / 15:16

18/2012 Draft resolutions for AGM on June 22, 2012

Regulatory filing

The Management Board of Agora S.A. with its registered seat in Warsaw ("the Company") hereby announces draft resolutions, which the Management Board intends to submit to the Annual General Meeting of Shareholders ("the General Meeting of Shareholders") convened for June 22, 2012 at 11:00 a.m. which will be held in Warsaw at 8/10 Czerska Street:

"Resolution no. [...]

Pursuant to the provisions of article 409 § 1 of the Commercial Companies Code the General Meeting of Shareholders shall elect Mr/Ms [ ] as the chairman of the General Meeting of Shareholders".

"Resolution no. [...]

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

"Resolution no. [...]

Pursuant to the provisions of § 10 point 1 of the By-laws of the general meeting of shareholders the General Meeting of Shareholders hereby aproves the agenda."

"Resolution no. [...]

Pursuant to the provisions of article 393 point 1 and 395 § 2 point 1 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to approve the non-consolidated financial statements of the Company for the fiscal year 2011 and the Management Board report on activities of the Company in the fiscal year 2011."

"Resolution no. [...]

Pursuant to the provisions of article 395 § 5 of the Commercial Companies Code and article 55 and article 63 c item 4 of the Accounting Act, the General Meeting of Shareholders resolves to approve the consolidated financial statement of the Agora S.A. Group for the year 2011 and the report on activities of the Agora S.A. Group in year 2011."

"Resolution no. [...]

1. Pursuant to the provisions of article 395 § 2 point 2 in relation to article 348 of the Commercial Companies Code and § 38 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to:

(a) allocate total net profit for the fiscal year 2011 in the amount of PLN 20,246,246.34 (say: twenty million two hundred forty six thousand two hundred forty six zlotys and thirty four groszy) for the dividend payment for the Company's shareholders,

(b) appropriate PLN 30,691,139.66 (say: thirty million six hundred ninety one thousand one hundred thirty nine zlotys and sixty six groszy) from the Company's reserve capital for the dividend payment to the Company's shareholders.

2. Total amount recommended by the Management Board to be paid out in the form of dividend equals PLN 50,937,386.00 (say: fifty million nine hundred thirty seven thousand three hundred eighty six zlotys) which means that the dividend recommended by the Company amounts to PLN 1.0 (say: one zloty) per share.

3. Shareholders of record on July 16, 2012 shall be eligible to participate in the dividend payment.

4. The dividend payment date shall be on August 3, 2012."

Reasons for adoption the resolution regarding the distribution of net profit for the fiscal year 2011

On May 10, 2012 the Management Board of Agora S.A., analyzing the markets on which the Company runs its business activities, released recommendation regarding the distribution of the net profit for the fiscal year 2011 by payment of two times higher dividend than stated in the dividend policy announced by the Company on February 14, 2005. The above recommendation received a positive opinion of the Supervisory Board. Higher dividend payment should not affect the Company's ability to execute main objectives of the Company and the Agora Group.

"Resolution no. [...]

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Piotr Niemczycki, of the performance of his duties in 2011."

"Resolution no. [...]

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Zbigniew Bak, of the performance of his duties in 2011."

"Resolution no. [...]

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Tomasz Jozefacki, of the performance of his duties in 2011."

"Resolution no. [...]

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Grzegorz Kossakowski, of the performance of his duties in 2011."

"Resolution no. [...]

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and §13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Andrzej Szlęzak of the performance of his duties in 2011."

"Resolution no. [...]

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Marcin Hejka of the performance of his duties in 2011."

"Resolution no. [...]

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Tomasz Sielicki of the performance of his duties in 2011."

"Resolution no. [...]

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Sławomir S. Sikora of the performance of his duties in 2011."

"Resolution no. [...]

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mrs. Wanda Rapaczynski of the performance of her duties in 2011."

"Resolution no. [...]

Pursuant to Art. 368 § 4 of the Commercial Companies Code as well as the stipulations of § 28 item 3 the Company's Statutes, the General Meeting of Shareholders resolves on approving the appointment of Mr. Marek Jackiewicz to the Management Board, which took place by the way of co-option on January 4, 2012."

"Resolution no. [...]

Pursuant to Art. 368 § 4 of the Commercial Companies Code as well as the stipulations of § 28 item 3 the Company's Statutes, the General Meeting of Shareholders resolves on approving the appointment of Mr. Stanisław Turnau to the Management Board, which took place by the way of co-option on January 4, 2012."

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18/2012 Draft resolutions for AGM on June 22, 2012

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