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May 29, 2013 / 18:44

13/2013 Draft resolutions for AGM on June 28, 2013

Regulatory filing

The Management Board of Agora S.A. with its registered seat in Warsaw ("the Company") hereby announces draft resolutions, which the Management Board intends to submit to the Annual General Meeting of Shareholders ("the General Meeting of Shareholders") convened for June 28, 2013 at 11:00 a.m. which will be held in Warsaw at 8/10 Czerska Street:

"Resolution no.

Pursuant to the provisions of article 409 § 1 of the Commercial Companies Code the General Meeting of Shareholders shall elect Mr/Ms [ ] as the chairman of the General Meeting of Shareholders".

"Resolution no.

The Annual General Meeting hereby appoints Mr/Mrs [ ] and Mr/Mrs [ ] to the returning committee."

"Resolution no.

Pursuant to the provisions of § 10 point 1 of the By-laws of the general meeting of shareholders the General Meeting of Shareholders hereby aproves the agenda."

"Resolution no.

Pursuant to the provisions of article 393 point 1 and 395 § 2 point 1 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to approve the non-consolidated financial statements of the Company for the fiscal year 2012 and the Management Board report on activities of the Company in the fiscal year 2012."

"Resolution no.

Pursuant to the provisions of article 395 § 5 of the Commercial Companies Code and article 55 and article 63 c item 4 of the Accounting Act, the General Meeting of Shareholders resolves to approve the consolidated financial statements of the Agora S.A. Group for the year 2012 and the report on activities of the Agora S.A. Group in year 2012."

"Resolution no.

Pursuant to the provisions of article 395 § 2 point 2 of the Commercial Companies Code the General Meeting of Shareholders resolves to cover the net loss for the fiscal year 2012 in the amount of PLN 23,341,430.58 say: (twenty three million three hundred forty one thousand four hundred thirty zlotys and fifty eight groszy) in total from supplementary capital."

"Resolution no.

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Piotr Niemczycki, of the performance of his duties in 2012."

"Resolution no.

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Zbigniew Bak, of the performance of his duties in 2012."

"Resolution no.

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Marek Jackiewicz, of the performance of his duties in 2012, for the period from January 4, 2012 until December 31, 2012."

"Resolution no.

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Tomasz Jozefacki, of the performance of his duties in 2012, for the period from January 1, 2012 until January 31, 2012."

"Resolution no.

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Grzegorz Kossakowski, of the performance of his duties in 2012."

"Resolution no.

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Stanisław Turnau, of the performance of his duties in 2012, for the period from January 4, 2012 until December 31, 2012."

"Resolution no.

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and §13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Andrzej Szlezak of the performance of his duties in 2012."

"Resolution no.

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Marcin Hejka of the performance of his duties in 2012."

"Resolution no.

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Tomasz Sielicki of the performance of his duties in 2012."

"Resolution no.

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Sławomir S. Sikora of the performance of his duties in 2012.

"Resolution no.

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mrs. Wanda Rapaczynski of the performance of her duties in 2012."

"Resolution no.

Pursuant to Art. 368 § 4 of the Commercial Companies Code as well as the stipulations of § 28 and § 29 item 2 of the Company's Statute, the General Meeting of Shareholders resolves to appoint (.) to the Management Board for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2017."

"Resolution no.

Pursuant to Art. 368 § 4 of the Commercial Companies Code as well as the stipulations of § 28 and § 29 item 2 of the Company's Statute, the General Meeting of Shareholders resolves to appoint (.) to the Management Board for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2017."

"Resolution no.

Pursuant to Art. 368 § 4 of the Commercial Companies Code as well as the stipulations of § 28 and § 29 item 2 of the Company's Statute, the General Meeting of Shareholders resolves to appoint (.) to the Management Board for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2017."

"Resolution no.

Pursuant to Art. 368 § 4 of the Commercial Companies Code as well as the stipulations of § 28 and § 29 item 2 of the Company's Statute, the General Meeting of Shareholders resolves to appoint (.) to the Management Board for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2017."

"Resolution no.

Pursuant to Art. 368 § 4 of the Commercial Companies Code as well as the stipulations of § 28 and § 29 item 2 of the Company's Statute, the General Meeting of Shareholders resolves to appoint (.) to the Management Board for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2017."

"Resolution no.

Pursuant to Art. 385 § 1 of the Commercial Companies Code as well as the stipulations of § 20 and § 21 of the Company's Statute, the General Meeting of Shareholders resolves to appoint (.) to the Supervisory Board of Agora S.A. for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2015."

"Resolution no.

Pursuant to Art. 385 § 1 of the Commercial Companies Code as well as the stipulations of § 20 and § 21 of the Company's Statute, the General Meeting of Shareholders resolves to appoint (.) to the Supervisory Board of Agora S.A. for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2015."

"Resolution no.

Pursuant to Art. 385 § 1 of the Commercial Companies Code as well as the stipulations of § 20 and § 21 of the Company's Statute, the General Meeting of Shareholders resolves to appoint (.) to the Supervisory Board of Agora S.A. for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2015."

"Resolution no.

Pursuant to Art. 385 § 1 of the Commercial Companies Code as well as the stipulations of § 20 and § 21 of the Company's Statute, the General Meeting of Shareholders resolves to appoint (.) to the Supervisory Board of Agora S.A. for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2015."

"Resolution no.

Pursuant to Art. 385 § 1 of the Commercial Companies Code as well as the stipulations of § 20 and § 21 of the Company's Statute, the General Meeting of Shareholders resolves to appoint (.) to the Supervisory Board of Agora S.A. for the term of office that is to begin along with the end of this General Meeting of Shareholders and which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2015."

"Resolution no.

Pursuant to the stipulations of § 18 item 2 of the Company's Statute and in connection with the resolution [..] adopted today, the General Meeting of Shareholders resolves to appoint (.) as the chairman of the Supervisory Board of Agora S.A.

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13/2013 Draft resolutions for AGM on June 28, 2013

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