Regulatory filing

The Management Board of Agora S.A., with its registered office in Warsaw, the address: Czerska 8/10, 00-732 Warsaw, entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, XIII Economic Division of the National Court Register, with the number KRS 59944 (hereinafter: “Company” or “Agora S.A.”), acting based on Article 399 § 1, Article 402¹ and Article 402² of the Act of September 15, 2000 – the Commercial Companies Code (hereinafter: “KSH”), hereby convenes the Extraordinary General Meeting of Agora S.A. (hereinafter: “General Meeting”) on March 27, 2020, at 11:00 am., which will be held at the building of the Company in Warsaw, at Czerska 8/10.

I. Proposed agenda of the General Meeting:

1. Opening of the General Meeting and election of the Chairperson;
2. Approving the agenda;
3. Appointment of members of the returning committee;
4. Adoption of a resolution regarding the amendment to paragraph 19 sec. 2 point i) Company's Statute;
5. Adoption of a resolution on the creation and introduction of a Stock Option Plan, issuance of registered Subscription Warrants pursuant to the disapplication of preemption rights of existing shareholders, conditional increase of the Company’s share capital pursuant to the disapplication of preemption rights of existing shareholders and amendment of the Company’s Statute related to the foregoing.
6. Adoption of a resolution on merger of Agora S.A. ("the Acquiring Company") and Agora-Poligrafia ("the Acquired Company") by transferring all assets of the Acquired Company to the Acquiring Company.
7. Closing the meeting.

II. Date of registration of participation in the General Meeting

The date of registration of participation in the General Meeting shall be March 11, 2020 (“Registration Date”).  The Registration Date is the same for the holders of bearer shares and registered shares.

III. Shareholder’s right to participate in the General Meeting

Only the shareholders possessing Agora S.A.’s shares on the Registration Date shall be eligible to participate in the General Meeting.

1. The holders of bearer shares shall be eligible to participate in the General Meeting provided that:

1. they possess the Company’s shares in their securities account sixteen days prior to the date of the General Meeting (i.e. on March 11, 2020 ); and
2. no earlier than after this announcement on convening the General Meeting is made and no later than by March 12, 2020 (inclusive) they submit a request for issuing a registered certificate of eligibility to participate in the General Meeting to the entity operating their securities account into which the Company’s shares have been recorded.

2. Persons eligible from registered shares and temporary certificates, lienors and users, with voting rights, may participate in the General Meeting if their name is entered into the share ledger on the Registration Date.

IV. List of persons entitled to participate in the General Meeting

The Company shall determine the list of shareholders entitled to participate in the General Meeting based on (i) a specification received from the National Securities Deposit (hereinafter: “NSD”) prepared on the basis of registered certificates of eligibility to participate in the General Meeting, issued by entities operating securities accounts, and (ii) the share ledger.

The list of the shareholders entitled to participate in the General Meeting shall be made available for review at the building of the Company (Czerska 8/10, 00-732 Warsaw) for three working days before the date of the General Meeting, i.e. on March 24, 25 and 26, 2020, from 9 a.m. to 5 p.m.

A shareholder may request sending a free copy of the above-mentioned list of shareholders by e-mail, by providing the address to which the list should be sent. The request to send the list of shareholders should be submitted to the registered office of the Company, to the Management Board, or sent to the e-mail address: walne_zgromadzenie@agora.pl. The request should be drawn up in writing and signed by the shareholder or the persons representing the shareholder, and:

1. in the case of shareholders who are natural persons – a copy of the document confirming the identity of the shareholder should be attached thereto (if the request is filed in electronic form);
2. in the case of shareholders who are legal persons and organizational units which do not have legal personality, which have legal capacity under a law – it is necessary to confirm the authorization to act on behalf of such an entity by attaching a current transcript from the National Court Register or another relevant register;
3. in the case of a request submitted by a proxy - apart from the documents specified in points a) or b) above, enclose the power of attorney to place such a request signed by a shareholder (or an uninterrupted sequence of powers of attorney) and a copy of the document confirming the identity of the person who signed the request, and in the case of a proxy who is not a natural person - a copy of an excerpt from the relevant register, confirming the authorization of the person who signed the request to act on behalf of the proxy.

V. Shareholder’s right to request placing certain matters on the agenda of the General Meeting

A shareholder or shareholders representing at least 1/20 of the Company’s share capital shall be entitled to request placing certain matters on the agenda of the General Meeting of the Company. The request should be filed with the Company’s Management Board no later than 21 days prior to the date of the General Meeting, i.e. by March 6, 2020 (inclusive).  The request should include the statement of grounds or a draft resolution pertaining to the proposed matter to be placed on the agenda. The request may be submitted in writing at the Company’s building at Czerska 8/10, 00-732 Warsaw, to the Management Board, or sent in electronic form to the following e-mail address: walne_zgromadzenie@agora.pl.

A shareholder/shareholders should prove having an appropriate number of shares as at the date of submitting the request, by enclosing a depository certificate/s or a certificate of the right to participate in the General Meeting with the request, and:

1. in the case of shareholders who are natural persons – a copy of the document confirming the shareholder’s identity should be attached thereto (if the request is filed in electronic form);
2. in the case of shareholders who are legal persons and organizational units which do not have legal personality, which have legal capacity under a law – it is necessary to confirm the authorization to act on behalf of such an entity by attaching a current transcript from the National Court Register or another relevant register;
3. in the case of a request submitted by a proxy – apart from the documents specified in points a) or b) above, enclose a power of attorney to place such a request signed by a shareholder (or an uninterrupted sequence of powers of attorney) and a copy of the document confirming the identity of the person who signed the request, and in the case of a proxy who is not a natural person – a copy of an excerpt from the relevant register, confirming the authorization of the person who signed the request to act on behalf of the proxy.

VI. Shareholder’s right to present draft resolutions

A shareholder or shareholders representing at least 1/20 of the share capital may submit draft resolutions prior to the date of the General Meeting, i.e. by March 26, 2020, in writing, at the Company’s registered office at Czerska 8/10, 00-732 Warsaw, to the Management Board, or using means of electronic communication to the e-mail address: walne_zgromadzenie@agora.pl, relating to matters placed on the agenda of the General Meeting.

A shareholder/shareholders should prove having an appropriate number of shares as at the date of submitting the request, by enclosing a depository certificate/s or a certificate of the right to participate in the General Meeting with the request, and:

1. in the case of shareholders who are natural persons – a copy of the document confirming the shareholder’s identity should be attached thereto (if the request is filed in electronic form);
2. in the case of shareholders who are legal persons and organizational units which do not have legal personality, which have legal capacity under a law – it is necessary to confirm the authorization to act on behalf of such an entity by attaching a current transcript from the National Court Register or another relevant register;
3. in the case of a request submitted by a proxy – apart from the documents specified in points a) or b) above, enclose a power of attorney to place such a request signed by a shareholder (or an uninterrupted sequence of powers of attorney) and a copy of the document confirming the identity of the person who signed the request, and in the case of a proxy who is not a natural person – a copy of an excerpt from the relevant register, confirming the authorization of the person who signed the request to act on behalf of the proxy.

Additionally, during the General Meeting any shareholder entitled to participate in the General Meeting may present draft resolutions on matters placed on the agenda at the General Meeting.

VII. Communication between the shareholders and the Company

The shareholders may communicate with the Company using means of electronic communication, in the manner specified in this announcement.

The communication between the shareholders and Agora S.A. in electronic form shall be carried out using the following e-mail address: walne_zgromadzenie@agora.pl.

The risk related to using means of electronic communication shall be borne by a shareholder. The moment of delivery of documents to the above e-mail address on the Company’s servers shall be decisive in judging whether the documents were submitted in due time by means of electronic communication.

Together with documents originally drawn up in a language other than Polish, sent by a shareholder using means of electronic communication, the shareholder shall send their certified translation into Polish.

Any documents sent by a shareholder to the Company and by the Company to a shareholder using means of electronic communication should be scanned in PDF format.

In the case of documentation submitted by a shareholder in written form at the Company’s building at Czerska 8/10, 00-732 Warsaw, the submission of documents within the required time frame shall be determined on the basis of the date of their receipt by the Company.

VIII. Permission to participate in the General Meeting

Shareholders shall be permitted to participate in the General Meeting after presenting their identity cards, whereas proxies:

1. in the case of a power of attorney granted in written form – after presenting:
   1. an identity card (in the case of a proxy who is a natural person) or the original or a copy certified as a true copy by a notary public or other entity entitled to certify copies as true copies, of an excerpt from the relevant register or other document confirming the authorization of a natural person (natural persons) to represent the proxy at the General Meeting (in the case of a proxy who is not a natural person); and
   2. the original power of attorney granted in written form or its copy certified as a true copy by a notary public or other entity entitled to certify copies as true copies;
2. in the case of a power of attorney granted in electronic form – after presenting: an identity card (in the case of a proxy who is a natural person) or the original or a copy certified as a true copy by a notary public or other entity entitled to certify copies as true copies, of an excerpt from the relevant register or other document confirming the authorization of a natural person (natural persons) to represent the proxy at the General Meeting (in the case of a proxy who is not a natural person).

The representatives of legal persons or partnerships should additionally present originals or copies, certified as true copies by a notary public or other entity entitled to certify copies as true copies, of current transcripts from the relevant registers, listing the persons authorized to represent these entities, and originals or copies, certified as true copies by a notary public or other entity entitled to certify copies as true copies, of other document confirming the authorization of a natural person (natural persons) to represent the shareholder at the General Meeting (e.g. an uninterrupted sequence of powers of attorney).

The powers of attorney and other required documents confirming the right of a shareholder or the person representing him/her to participate in the General Meeting shall be enclosed by the Company with the book of protocols.

Please have your identity card with you on the date of the General Meeting in order to be allowed to participate in the General Meeting.

IX. Manner of exercising the voting right by a proxy

A shareholder may participate in the General Meeting and exercise his/her voting right in person or through a proxy/proxies.

The power of attorney to vote should be granted in writing or in electronic form.

The forms for the purposes of exercising the voting right through a proxy are available on the Company’s website at www.agora.pl, in the “For Investors”/“General Meeting” tab”.

A shareholder shall be obliged to send the Company the information about granting a power of attorney in electronic from to the e-mail address: walne_zgromadzenie@agora.pl, no later than two working days before the date of the General Meeting (i.e. by March 24, 2020, 4 p.m.).  With the information about granting the power of attorney in electronic form, it is necessary to enclose the scanned power of attorney and:

1. in the case of shareholders who are natural persons – a copy of the document confirming a shareholder’s identity;
2. in the case of shareholders who are legal persons and partnerships – confirm the authorization to act on behalf of such an entity, by attaching a copy of a current transcript from the relevant register or another document confirming the authorization of a natural person (natural persons) to represent the shareholder at the General Meeting (e.g. an uninterrupted sequence of powers of attorney).

In the case of granting a power of attorney to a subsequent proxy, the proxy holder should present an uninterrupted sequence of powers of attorney accompanied by documents confirming the authorization of the proxy to act on behalf of the previous proxies.

Agora S.A. will take appropriate measures to identify the shareholder and his/her proxy in order to verify the validity of the power of attorney granted in electronic form.  Such verification may involve, in particular, a question put back to the shareholder or the proxy in electronic form or by telephone in order to confirm the granting of the power of attorney and its scope.  The Company wishes to emphasize that in such case failing to answer the questions asked during the verification shall be considered as the lack of a possibility of verification of granted of the power of attorney and shall constitute the basis for refusing to allow the proxy to participate in the General Meeting.

The above described rules concerning the manner of granting a power of attorney shall also apply to cancelling a power of attorney granted in electronic form.

X. Possibility and manner of participating in the General Meeting and manner of making comments during the General Meeting, using means of electronic communication

At present, the Company does not provide for the possibility of participating in the General Meeting or to make comments during the General Meeting, using means of electronic communication.

At the same time, the Company offers the transmission from the General Meeting throughout its duration, on its website at www.agora.pl, in the “For Investors”/“General Meeting” tab.

XI. Manner of exercising a voting right by correspondence or using means of electronic communication

The Company does not provide for the possibility of exercising a voting right by correspondence or using means of electronic communication.

XII. Access to documentation

Persons entitled to participate in the General Meeting may obtain the full text of the documentation to be presented at the General Meeting and draft resolutions at the Company’s building at Czerska 8/10, 00-732 Warsaw, in the Office of the Management Board of the Company from the date of this announcement to March 26, 2020, from 9 a.m. to 5 p.m. or on the Company’s website at www.agora.pl, in the “For Investors”/“General Meeting” tab.

The Company will make available all information about the General Meeting on the Company’s website at www.agora.pl, in the “For Investors”/“General Meeting” tab.

XIII. Additional information

This announcement includes the information required by the provisions of the Commercial Companies Code.  The content of the announcement is without prejudice to any special regulations that may limit the exercising of rights by the shareholders.

In order to open the General Meeting on a timely basis, the registration of the shareholders will commence 45 minutes before the beginning of the General Meeting.