The Management Board of Agora S.A. with its registered seat in Warsaw (the Company) hereby informs that on May 14, 2013, the Company decided not to recommend to the Annual General Meeting of Shareholders of Agora S.A. the payment of dividend due to the net loss for the fiscal year 2012.
The Company received, from its legal advisors, law firm Weil, Gotshal & Manges - Pawel Rymarz the limited partnership company, legal advice on dividend payment for the fiscal year 2012. After the analysis of views and arguments on the feasibility of dividend payment for the fiscal year in which the Company booked a net loss, the legal advisors indicated legal uncertainty as well as personal liability of the members of the Company's governing bodies for illegal dividend payment. The legal advisors recommended the Management Board not to pay the dividend from the retained earnings for the year in which the Company booked a net loss.
In the Company's opinion, in the face of legal doubts concerning the feasibility of the dividend payment for the fiscal year 2012 and the economic slowdown resulting, inter alia, in the deepening crisis on the advertising market it is justifiable not to pay the dividend for the fiscal year 2012.
The above motion received a positive opinion of the Supervisory Board.
Due to the facts stated above, the Management Board of Agora S.A. shall not recommend to the Annual General Meeting of Shareholders of Agora S.A. passing a resolution on dividend payment.