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February 12, 2020 / 16:36

06/2020 The agreed plan of merger of Agora S.A. and Agora-Poligrafia sp. z o.o. and first notice to shareholders of intention to merge

Regulatory filing

Agreed plan of merger

The Management Board of Agora S.A. with its registered seat in Warsaw (“Company”, “Agora”) hereby informs that on February 12, 2020 Agora agreed with Agora-Poligrafia sp.z o.o. ("Agora-Poligrafia") the merger plan („Merger Plan”) between the companies.

According to the Merger Plan, the merging entities are Agora ("the Acquiring Company") and Agora-Poligrafia ("the Acquired Company"). The merger will take place in accordance with art. 492 § 1 item 1 of the Polish Commercial Companies Code (the “CCC”), i.e. by transferring all assets of the Acquired Company to the Acquiring Company. The merger will also take place under a simplified procedure pursuant to art. 516 § 6 of the CCC, without increasing Agora's share capital, as well as without changing the Company's statute, because Agora is the only shareholder of Agora Poligrafia.

In accordance with art. 516 § 5 of the CCC, the merging companies do prepare reports of the Management Boards justifying the merger and the Merger Plan will not be verified by a certified auditor as to its correctness and reliability.

Along with this regulatory filling, Agora will publish the Merger Plan, prepared on the basis of art. 499 and the following CCC. In accordance with art. 500 § 21 CCC, the Merger Plan is available on the websites of Agora (agora.pl) and Agora-Poligrafia (agorapoligrafia.pl).

The decision to merge companies is justified by the need to consolidate assets in the Acquiring Company. Until July 2019, the Acquired Company provided, among others printing services, employing staff specialized in these activities. Currently, the Acquired Company only manages its fixed assets and provides space rental services related solely to these assets, mainly for the Acquiring Company and related companies. At the end of February 2020, the last contract of employment will be terminated at the Acquired Company's workplace and the management of its assets will be taken over by Agora S.A.

Accordingly, the merger is a natural consequence of the changes described above. Its purpose is to simplify the organizational structures of the Acquiring Company capital group, which will improve management and eliminate some unnecessary processes, and as a result reduce the costs of managing the assets of the Acquired Company.

First notice of intention to merge

The Management Board of Agora S.A. with its registered seat in Warsaw (“Company”, “Agora”) hereby informs that in accordance with article 504 § 1 and § 2 of the Polish Commercial Companies Code (the “CCC”), notifies for the first time on the intention to merge Agora (the Acquiring Company) with Agora-Poligrafia (the Acquired Company). As a result of the merger, on the date of entry in the National Court Register, Agora will take over all of Agora-Poligrafia's assets through universal succession.

Persuant to Art. 505 § 1 of the CCC, The company, respecting the shareholders' right to information about the merger and makes available on its website (agora.pl/en): (i) financial statements and reports of the Board accompanied by opinions and reports of a certified auditor for the last three financial years, (ii) Merger Plan with attachments. Shareholders can also read them on the Agora-Poligrafia website (agorapoligrafia.pl).

Pursuant to art. 499 § 4 of the CCC, with regard to the fact that the Agora is a public listed company and in line with the regulations on public offering and conditions for introducing financial instruments to organized trading system and on public companies, it publishes and presents to shareholders semi-annual financial reports, it is not required for the Acquiring Company to prepare information on its book value.

Legal basis: Article 17, paragraph 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission directive 2003/124/EC, 2003/125/EC and 2004/72/EC.

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06/2020 The agreed plan of merger of Agora S.A. and Agora-Poligrafia sp. z o.o. and first notice to shareholders of intention to merge

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