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October 10, 2017 / 17:23

17/2017 Completion of buy-back program of Agora S.A.

Regulatory filing

Management Board of Agora S.A. (”the Company", "Agora") announces that on October 10th, 2016 the Company purchased a total of 1,084,595 own shares in the share buy-back program. All purchased shares are ordinary bearer shares quoted on the Warsaw Stock Exchange, each with a nominal value of PLN 1.0, which in total (as at the date of this report) represent 2.28% of the Company's share capital and 1,084,595 votes at the General Meeting of the Company, which represents 1.67% of total votes at the General Meeting of the Company (“the Purchased Shares"). The purchase price was PLN 20.00 per one Purchased Share and PLN 21,691,900 for all of the Purchased Shares.

The Purchased Shares were acquired with the aim of being redeemed.

The Purchased Shares were acquired outside of the regulated market, via Millenium Dom Maklerski S.A., in settlement of the offer to buy shares of Agora S.A. announced by the Company on September 26th, 2017 (“the Offer"). The Company announced the Offer in regulatory filing No. 16/2017 on September 26th, 2017. The Offer was announced on the basis of the authorization to buy the Company's shares granted by the ordinary General Meeting of the Company in resolution No. 19 of June 21st, 2017 ("the Own Shares Purchase Program") on the basis of article 362 paragraph 1 point 1 and 5 of Commercial companies code and paragraph 9a of the Company’s Statute. On the basis of the Offer the Management Board of the Company was authorized to purchase up to 1,191,635 shares representing up to 2.5% of the Company's share capital as at the date of the resolution adopting the Own Shares Purchase Program, including 1,084,595 bearer shares and 107,040 registered shares, each with a nominal value of PLN 1.0.

The authorization to buy own shares was granted to the Management Board of the Company until December 31st, 2017, but no longer than until the utilization of all funds allocated to the Own Shares Purchase Program, i.e. PLN 23,832,713. The Company announced the resolution adopting the Own Shares Purchase Program in regulatory filing No. 10/2017 on June 21st, 2017.

The number of bearer shares offered by shareholders for sale under the Offer totalled 29,131,971 shares. Shareholders did not offer registered shares for sale.

Since the total number of bearer shares offered by shareholders for sale under the Own Shares Purchase Program exceeded the total number of shares intended to be purchased by the Company under the Offer (i.e. 1,084,595 shares), the number of shares purchased from individual shareholders was calculated according to the reduction principles detailed in point 10 of the Offer. The average reduction rate applied to the pool of the bearer shares was 96.3%.

Before the purchase of own shares during the share buy-back program the Company did not have any own shares. As a result of the buy-back program the Company owns Purchased Shares.

In accordance with applicable laws, the Company does not exercise the shareholder's rights attached to own shares.

Legal basis: paragraph 5 section 1 point 6 of the Decree of Ministry of Finance as of February 19, 2009 on current and periodic information published by Issuers of Securities and Conditions for Recognizing as Equivalent Information Required by the Laws of a Non-Member State (consolidated text: Journal of Laws of 2014, item 133 with amendments).

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17/2017 Completion of buy-back program of Agora S.A.

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