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THE FINANCIAL RESULTS OF THE AGORA GROUP IN 2Q2019

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THE FINANCIAL RESULTS OF THE AGORA GROUP IN 2Q2019

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AGORA S.A.
Czerska 8/10 Street
00-732 Warszawa

AGO 1,02%
mWIG40 0,58%
WIG-MEDIA 0,89%

Regon: 11559486
Numer KRS: 59944
NIP: 526-030-56-44

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June 12, 2019 / 19:02

16/2019 Resolutions adopted by the Ordinary General Meeting on June 12, 2019

Regulatory filing

The Management Board of Agora S.A. with its registered seat in Warsaw ("Company") hereby announces resolutions adopted by the Ordinary General Meeting of Shareholders ("General Meeting") convened for June 12, 2019 at 11:00 a.m. and held at the Company's registered seat in Warsaw at 8/10 Czerska Street.

 “Resolution No. 1

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 of Shareholders hereby elects Mr. Bartosz Romanowski as the Chairman of the General Meeting of Shareholders of Agora S.A.”

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 46 082 778 were in favour of the resolution, 0 were against and 0 abstained.

 “Resolution No. 2

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

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 46 082 778 were in favour of the resolution, 0 were against and 0 abstained.

 “Resolution No. 3

 Pursuant to § 8 item 2.2. of the By-laws of the General Meeting, the General Meeting hereby appoints Mr Jarosław Wójcik to the returning committee.”

 During the voting on the resolution 46 080 606 valid votes were cast out of 28 954 206 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 080 606 of the valid votes 46 080 606 were in favour of the resolution, 0 were against and 0 abstained.

 “Resolution No. 4

Pursuant to § 8 item 2.2. of the By-laws of the General Meeting, the General Meeting hereby appoints Mr Bartłomiej Marcinek to the returning committee.“

During the voting on the resolution 46 079 836 valid votes were cast out of 28 953 436 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 079 836 of the valid votes 46 079 836 were in favour of the resolution, 0 were against and 0 abstained.

 “Resolution No. 5

Pursuant to Article 393 point 1 and Article 395 § 2 point 1 of the Commercial Companies Code as well as § 13 item 1 of the Company's Statute, taking into account the report of the Supervisory Board concerning the results of the evaluation of the financial statements and Management Board’s report on the activities of Agora S.A. for 2018 prepared according to art. 382 § 3 of the Commercial Companies Code,  the General Meeting hereby resolves to approve the non-consolidated annual financial statements of the Company for the financial year 2018 and the Management Board's report on the activities of the Company in the financial year 2018.“

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 45 977 524 were in favour of the resolution, 0 were against and 105 254 abstained.

“Resolution No. 6

Pursuant to Article 395 § 5 of the Commercial Companies Code and Article 63c item 4 of the Accounting Act, the General Meeting hereby resolves to approve the consolidated annual financial statements for 2018 comprising the Company, its subsidiaries and affiliates according to the regulations of Accounting Act, , and the Management Board's report on the activities of the capital group in the financial year 2018.”

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 45 977 524 were in favour of the resolution, 0 were against and 105 254 abstained.

“Resolution No. 7

  1. Pursuant to Article 395 § 2 point 2, in connection with Article 348 of the Commercial Companies Code and § 38 of the Company's Statute, General Meeting hereby resolves to:

(i) allocate the total net profit for the fiscal year 2018 in the amount of PLN 15,169,055.95 (say: fifteen million one hundred and sixty-nine thousand and fifty-five zlotys ninety-five groszy) for the dividend payment for the Company's shareholders,

(ii) appropriate the amount of PLN 8,121,359.55 (say: eight million one hundred twenty one thousand three hundred fifty nine zlotys fifty-five groszy) from the Company's reserve capital for the dividend payment to the Company's shareholders. 

  1. Total amount to be paid out in the form of dividend equals PLN 23,290,415.50 (say: twenty three million two hundred ninety thousand four hundred and fifteen zlotys fifty groszy) which means that the dividend amounts to PLN 0.50 (say: fifty groszy) per one share. 
  1. Shareholders, who will be entitled to shares of the Company as of the date of July 12, 2019 shall be entitled to receive dividend. 
  1. The dividend payment day is August 1, 2019.”

 During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 46 082 748 were in favour of the resolution, 0 were against and 30 abstained.

 “Resolution No. 8

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves to approve the performance of duties by the Chairman of the Supervisory Board, Mr. Andrzej Szlęzak, in the financial year 2018."

 During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62,16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 45 977 524 were in favour of the resolution, 0 were against and 105 254 abstained.

 “Resolution No. 9

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves to approve the performance of duties by the Member of the Supervisory Board, Mr. Andrzej Dobosz, in the financial year 2018."

During the voting on the resolution 44 152 799 valid votes were cast out of 27 026 399 shares,

representing 58.02% of shares in statutory capital. Out of total amount of 44 152 799 of the valid votes 44 047 545 were in favour of the resolution, 0 were against and 105 254 abstained.

 “Resolution No. 10

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves to approve the performance of duties by the Member of the Supervisory Board, Mr. Dariusz Formela, in the financial year 2018."

 During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 45 977 524 were in favour of the resolution, 0 were against and 105 254 abstained.

“Resolution No. 11

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves to approve the performance of duties by the Member of the Supervisory Board, Mrs. Wanda Rapaczynski, in the financial year 2018."

 During the voting on the resolution 45 199 788 valid votes were cast out of 28 073 388 shares, representing 60.27% of shares in statutory capital. Out of total amount of 45 199 788 of the valid votes 45 094 534 were in favour of the resolution, 0 were against and 105 254 abstained.

 “Resolution No. 12

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves to approve the performance of duties by the Member of the Supervisory Board, Mr. Tomasz Sielicki, in the financial year 2018."

 During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 45 977 524 were in favour of the resolution, 0 were against and 105 254 abstained.

“Resolution No. 13

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves to approve the performance of duties by the Member of the Supervisory Board, Mr. Maciej Wiśniewski, in the financial year 2018."

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 45 977 524 were in favour of the resolution, 0 were against and 105 254 abstained.

“Resolution No. 14

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves, in accordance with the recommendation of the Supervisory Board, to approve the performance of duties by the President of the Management Board, Mr. Bartosz Hojka, in the financial year 2018.”

During the voting on the resolution 46 079 878 valid votes were cast out of 28 953 478 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 079 878 of the valid votes 45 974 624 were in favour of the resolution, 0 were against and 105 254 abstained.

“Resolution No. 15

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves, in accordance with the recommendation of the Supervisory Board, to approve the performance of duties by the Management Board member, Mr. Tomasz Jagiełło, in the financial year 2018.”

During the voting on the resolution 44 995 637 valid votes were cast out of 27 869 237 shares, representing 59.83% of shares in statutory capital. Out of total amount of 44 995 637 of the valid votes 44 890 383 were in favour of the resolution, 0 were against and 105 254 abstained.

“Resolution No. 16

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves, in accordance with the recommendation of the Supervisory Board, to approve the performance of duties by the Management Board member, Mr. Grzegorz Kania, in the financial year 2018.”

 During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 45 977 524 were in favour of the resolution, 0 were against and 105 254 abstained.

“Resolution No. 17

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves, in accordance with the recommendation of the Supervisory Board, to approve the performance of duties by the Management Board member, Mrs. Anna Kryńska-Godlewska, in the financial year 2018.”

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 45 977 524 were in favour of the resolution, 0 were against and 105 254 abstained.

“Resolution No. 18

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, General Meeting hereby resolves, in accordance with the recommendation of the Supervisory Board, to approve the performance of duties by the Management Board member, Mrs. Agnieszka Sadowska, in the financial year 2018.”

 During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 45 977 554 were in favour of the resolution, 0 were against and 105 244 abstained. 

“Resolution No. 19

Pursuant to § 18 item 1 of the Company's Statute, General Meeting hereby determines the amount of the Supervisory Board Members of the term commencing at the end of this General Meeting of Shareholders at 6 members.”

 During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 46 082 748 were in favour of the resolution, 0 were against and 30 abstained.

“Resolution No. 20

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 resolves to appoint Mr. Dariusz  Formela to the Supervisory Board of Agora S.A. for the joint 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 2021.”

 During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 43 477 421 were in favour of the resolution, 991 896 were against and 1 613 461 abstained.

“Resolution No. 21

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 resolves to appoint Mr. Tomasz Sielicki 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 2021.”

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 41 547 442 were in favour of the resolution, 991 896 were against and 3 543 440 abstained.

“Resolution No. 22

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 resolves to appoint Mr. Andrzej Szlęzak 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 2021.”

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 41 547 442 were in favour of the resolution, 991 896 were against and 3 543 440 abstained.

“Resolution No. 23

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 resolves to appoint Mrs. Wanda Rapaczynski 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 2021.”

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 43 477 421 were in favour of the resolution, 991 896 were against and 1 613 461 abstained.

“Resolution No. 24

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 resolves to appoint Mr. Maciej Wiśniewski 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 2021.”

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 43 477 421 were in favour of the resolution, 991 896 were against and 1 613 461 abstained.

“Resolution No. 25

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 resolves to appoint Mr. Tomasz Karusewicz 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 2021.”

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 43 477 421 were in favour of the resolution, 991 896 were against and 1 613 461 abstained.

“Resolution No. 26

Pursuant to the § 18 item 2 of the Company's Statute, General Meeting resolves to appoint Mr. Andrzej Szlęzak as the chairman of the Supervisory Board of Agora S.A.”

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 43 477 421 were in favour of the resolution, 991 896 were against and 1 613 461 abstained.

“Resolution No. 27

Pursuant to the provisions of § 15 paragraph 2 lit. b) of the Articles of Association of the Company and art. 392 § 1 of the Code of Commercial Companies, the General Meeting decides:

1) starting from July 1, 2019, set a monthly remuneration for members of the Supervisory Board in the following amount:

  a) PLN 12,000 (say: twelve thousand zlotys) for the chairman of the Supervisory Board,

 b) PLN 8,000 (say: eight thousand zlotys) for each of the other members of the Supervisory Board.

 2) members of the Supervisory Board shall be entitled to reimbursement of travel costs for the meetings of the Supervisory Board from the Company,

3) on June 30, 2019, the resolution of the General Meeting of June 22, 2005 amending the rules for remunerating members of the Supervisory Board shall be repealed. "

During the voting on the resolution 46 082 778 valid votes were cast out of 28 956 378 shares, representing 62.16% of shares in statutory capital. Out of total amount of 46 082 778 of the valid votes 40 515 607 were in favour of the resolution, 1 087 141 were against and 4 480 030 abstained.

 

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