Regulatory filling

The Management Board of Agora S.A. with its registered seat in Warsaw (“the Company”) will submit draft resolutions which the Management Board intends to present to the General Meeting of Shareholders of the Company (“the General Meeting”) convened for 24 June 2021, 11 a.m. in the Company’s building at ul. Czerska 8/10 in Warsaw.

“Resolution No. [...]

on the election of the Chairperson of the General Meeting

Pursuant to Article 409 § 1 of the Commercial Companies Code and § 6, item 3.1. of the By-laws of the General Meeting, the General Meeting hereby elects Mr/Ms [·] to chair the General Meeting.”

“Resolution No. [...]

on adopting the agenda

Pursuant to § 10 item 2.1. of the By-laws of the General Meeting, the General Meeting hereby adopts the announced agenda.”

“Resolution No. [...]

on electing the members of the returning committee

Pursuant to § 8 item 2.2. of the By-laws of the General Meeting, the General Meeting has decided to appoint Mr/Ms [·] and Mr/Ms [·] to the returning committee.”

Statement of grounds for the draft resolutions No. […]

Resolutions No. [...] are of a procedural nature.

“Resolution No. [...]

on reviewing and approving the annual separate financial statements of the Company for the year 2020 and the Management Report for the financial year 2020

Pursuant to the provisions of Art. 393 item 1 and 395 § 2 item 1 of the Commercial Companies Code and § 13, section 1, of the Company’s Statute, in consideration of the results of the evaluation of the Company’s separate financial statements for the financial year 2020 and the Management Board’s Report on the activities of the Company for the financial year 2020 presented by the Company’s Supervisory Board pursuant to Art. 382 § 3 of the Commercial Companies Code, the General Meeting has decided to approve the separate financial statements for the financial year 2020 and the Management Board’s Report on the activities of the Company for the financial year 2020.”        

“Resolution No. [...]

on reviewing and approving the annual consolidated financial statements covering the Company and its subsidiaries and associates, and the Management Board’s report on the activities of the Group in the financial year 2020

Pursuant to the provisions of Art. 395 § 5 of the Commercial Companies Code and Art. 63c section 4 of the Accounting Act, the General Meeting hereby resolves to approve the annual consolidated financial statements for 2020 comprising the Company, its subsidiaries and associates according to the regulations of Accounting Act, and the Management Board’s report on the activities of the Group in the financial year 2020.”

Statement of grounds for the draft resolutions No. […]

Resolutions No. [...] are resolutions the adoption of which at the Annual General Meeting is justified pursuant to the Commercial Companies Code.

“Resolution No. [...]

on covering the loss of the Company for the financial year 2020

Pursuant to art. 395 § 2 point 2 and having regard to the presented pursuant to Art. 382 § 3 of the Commercial Companies Code by the Supervisory Board of the Company, the result of the assessment of the Management Board's application regarding the coverage of the net loss for the financial year 2020 in the amount of PLN 54 858 890.90 (in words: fifty four million eight hundred fifty eight thousand eight hundred ninety zlotys 90/100), The Meeting hereby resolves to cover the net loss for the financial year 2020 with profits from previous years.”

Statement of grounds for draft resolution No. […]

Pursuant to Art. 395 § 2 point 2 of the Commercial Companies Code, the subject of the Ordinary General Meeting should be the adoption of a resolution on coverage of the loss. In the opinion of the Management Board of Agora S.A., the loss should be covered from profits from previous years.

The above proposal received a positive opinion from members of the Supervisory Board.

“Resolution No. [...]

on approving the performance of duties by particular members of the Supervisory Board in the financial year 2020

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, the General Meeting has decided to approve the performance of duties by Andrzej Szlęzak, Chairman of the Supervisory Board, in the financial year 2020.”

“Resolution No. [...]

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, the General Meeting has decided to approve the performance of duties by Dariusz Formela, Member of the Supervisory Board, in the financial year 2020.”           

“Resolution No. [...]

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, the General Meeting has decided to approve the performance of duties by Tomasz Karusewicz, Member of the Supervisory Board, in the financial year 2020.”      

 “Resolution No. [...]

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, the General Meeting has decided to approve the performance of duties by Wanda Rapaczynski, Member of the Supervisory Board, in the financial year 2020.”      

“Resolution No. [...]

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, the General Meeting has decided to approve the performance of duties by Tomasz Sielicki, Member of the Supervisory Board, in the financial year 2020.”

“Resolution No. [...]

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, the General Meeting has decided to approve the performance of duties by Maciej Wiśniewski, Member of the Supervisory Board, in the financial year 2020.”

“Resolution No. [...]

on approving the performance of duties by particular members of the Management Board in the financial year 2020

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Bartosz Hojka, President of the Management Board, in the financial year 2020.”

“Resolution No. [...]

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Tomasz Jagiełło, Member of the Management Board, in the financial year 2020.”      

“Resolution No. [...]

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Grzegorz Kania, Member of the Management Board, in the period of time January 1, 2020 to September 28, 2020.”        

“Resolution No. [...]

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Anna Kryńska-Godlewska, Member of the Management Board, in the financial year 2020.”

“Resolution No. [...]

Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company’s Statute, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Agnieszka Sadowska, Member of the Management Board, in the financial year 2020.”  

Statement of grounds for the draft resolutions No. […]

Resolutions No. [...] are resolutions the adoption of which at the Annual General Meeting is justified pursuant to the Commercial Companies Code.

 “Resolution No. [...]

on the approval of the appointment of a Member of the Management Board of the Company by co-option

Pursuant to § 28 sec. 3 of the Company's Articles of Association, the General Meeting hereby approves the appointment to the Management Board of Mr. Tomasz Grabowski by co-option on June 1, 2021. "

Statement of grounds for the draft resolution No. […]

Resolution No. [...] is resolution the adoption of which at the Annual General Meeting is justified pursuant to the Company’s Statute.

“Resolution No. [...]

on the assessment of the "Report of the Supervisory Board on the remuneration of individual members of the Management Board and Supervisory Board of Agora S.A. for the years 2019 - 2020 "

Acting pursuant to Art. 90 g of paragraph 1. 6 of the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments to an organized trading system, the General Meeting hereby gives a positive opinion on the "Report of the Supervisory Board on the remuneration of individual members of the Management Board and Supervisory Board of Agora S.A. for the years 2019 - 2020. "

Resolution No. [...] is resolution the adoption of which at the Annual General Meeting is justified pursuant to the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.