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June 28, 2013 / 18:06

17/2013 Resolutions of the AGM on June 28th, 2013

Regulatory filing

The Management Board of Agora S.A., with its registered seat in Warsaw ("The Company") hereby announces the resolutions of the Annual General Meeting of Shareholders held on June 28th, 2013 at Company's premises at 8/10 Czerska Street in Warsaw at 11:00 a.m.

"Resolution no. 1

Pursuant to the provisions of article 409 § 1 of the Commercial Companies Code the General Meeting of Shareholders shall elect Mr Piotr Ćwikliński as the chairman of the General Meeting of Shareholders".

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,840,289 were in favour of the resolution, 0 were against and 144,219 abstained. The resolution was adopted with the appropriate majority of votes.

" Resolution no. 2

The Annual General Meeting hereby appoints Ms Joanna Kosmal and Mr. Jaroslaw Wojcik to the returning committee."

During the voting on the resolution 45,424,418 (say: forty five million four hundred twenty four thousand four hundred eighteen) valid votes were cast out of 28,298,018 (say: twenty eight million two hundred ninety eight thousand eighteen) shares, representing 55.55% of shares in statutory capital. Out of total amount of 45,424,418 of the valid votes 45,418,090 were in favour of the resolution, 6,328 were against and 0 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 3

Pursuant to the provisions of §10 point 1 of the By-laws of General Meeting The Annual General Meeting hereby aproves the agenda."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,978,180 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 4

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 statement of the Company for the fiscal year 2012 and the Management Board report on activities of the Company in the fiscal year 2012."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,978,180 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 5

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 statement of the Agora S.A. Group for the fiscal year 2012 and the report on activities of the Agora S.A. Group in the fiscal year 2012."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,978,180 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 6

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.

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,978,180 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 7

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."

During the voting on the resolution 44,436,135 (say: forty four million four hundred thirty six thousand one hundred thirty five) valid votes were cast out of 27,309,735 (say: twenty seven million three hundred nine thousand seven hundred thirty five) shares, representing 53.61% of shares in statutory capital. Out of total amount of 44,436,135 of the valid votes 44,429,807 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 8

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."

During the voting on the resolution 45,916,502 (say: forty five million nine hundred sixteen thousand five hundred two) valid votes were cast out of 28,790,102 (say: twenty eight million seven hundred ninety thousand one hundred two) shares, representing 56.52% of shares in statutory capital. Out of total amount of 45,916,502 of the valid votes 45,910,174 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 9

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."

During the voting on the resolution 45,884,508 (say: forty five million eight hundred eighty four thousand five hundred eight) valid votes were cast out of 28,758,108 (say: twenty eight million seven hundred fifty eight thousand one hundred eight) shares, representing 56.46% of shares in statutory capital. Out of total amount of 45,884,508 of the valid votes 45,878,180 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 10

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."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,978,180 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 11

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."

During the voting on the resolution 45,940,057 (say: forty five million nine hundred forty thousand fifty seven) valid votes were cast out of 28,813,657 (say: twenty eight million eight hundred thirteen thousand six hundred fifty seven) shares, representing 56.57% of shares in statutory capital. Out of total amount of 45,940,057 of the valid votes 45,933,729 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 12

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."

During the voting on the resolution 45,865,216 (say: forty five million eight hundred sixty five thousand two hundred sixteen) valid votes were cast out of 28,738,816 (say: twenty eight million seven hundred thirty eight thousand eight hundred sixteen) shares, representing 56.42% of shares in statutory capital. Out of total amount of 45,865,216 of the valid votes 45,531,673 were in favour of the resolution, 0 were against and 333,543 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 13

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."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,978,180 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 14

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."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,978,180 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 15

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. Slawomir S. Sikora of the performance of his duties in 2012."

During the voting on the resolution 45,884,508 (say: forty five million eight hundred eighty four thousand five hundred eight) valid votes were cast out of 28,758,108 (say: twenty eight million seven hundred fifty eight thousand one hundred eight) shares, representing 56.46% of shares in statutory capital. Out of total amount of 45,884,508 of the valid votes 45,878,180 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 16

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."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,978,180 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 17

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."

During the voting on the resolution 45,059,892 (say: forty five million fifty nine thousand eight hundred ninety two) valid votes were cast out of 27,933,492 (say: twenty seven million nine hundred thirty three thousand four hundred ninety two) shares, representing 54.84% of shares in statutory capital. Out of total amount of 45,059,892 of the valid votes 45,053,564 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 18

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 Ms Wanda Rapaczynski 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."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,462,243 were in favour of the resolution, 515,937 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 19

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 Mr. Bartosz Hojka 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."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 42,752,014 were in favour of the resolution, 515,937 were against and 2,716,557 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 20

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 Mr. Tomasz Jagiełło 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."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,462,243 were in favour of the resolution, 515,937 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 21

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 Mr. Grzegorz Kossakowski 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."

During the voting on the resolution 45,940,057 (say: forty five million nine hundred forty thousand fifty seven) valid votes were cast out of 28,813,657 (say: twenty eight million eight hundred thirteen thousand six hundred fifty seven shares, representing 56.57% of shares in statutory capital. Out of total amount of 45,940,057 of the valid votes 45,417,792 were in favour of the resolution, 515,937 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 22

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 Mr. Robert Musial 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."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 42,752,014 were in favour of the resolution, 515,937 were against and 2,716,557 abstained. The resolution was adopted with the appropriate majority of votes.

"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 of Shareholders resolves to appoint Ms Helena Łuczywo 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."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,479,768 were in favour of the resolution, 498,412 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"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 of Shareholders resolves to appoint Mr. Andrzej Szlezak 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."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,479,768 were in favour of the resolution, 498,412 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"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 of Shareholders 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 2015."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,479,768 were in favour of the resolution, 498,412 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 26

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 Mr. Slawomir S. Sikora 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."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,479,768 were in favour of the resolution, 498,412 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 27

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 Mr. Dariusz Formela 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."

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,479,768 were in favour of the resolution, 498,412 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 28

Pursuant to the stipulations of § 18 item 2 of the Company's Statute and in connection with the resolution 24 adopted today, the General Meeting of Shareholders resolves to appoint Mr. Andrzej Szlęzak as the chairman of the Supervisory Board of Agora S.A.

During the voting on the resolution 45,984,508 (say: forty five million nine hundred eighty four thousand five hundred eight) valid votes were cast out of 28,858,108 (say: twenty eight million eight hundred fifty eight thousand one hundred eight) shares, representing 56.65% of shares in statutory capital. Out of total amount of 45,984,508 of the valid votes 45,104,716 were in favour of the resolution, 327,215 were against and 552,577 abstained. The resolution was adopted with the appropriate majority of votes.

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17/2013 Resolutions of the AGM on June 28th, 2013

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