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FINANCIAL RESULTS OF THE AGORA GROUP IN THE 1Q2020

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FINANCIAL RESULTS OF THE AGORA GROUP IN THE 1Q2020

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

AGO -0,28%
mWIG40 0,4%
WIG-MEDIA -1,72%

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

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June 25, 2020 / 16:33

29/2020 Resolutions adopted by the Ordinary General Meeting on June 25, 2020

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 25, 2020 at 11:00 a.m., to be 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 hereby elects Mr Bartosz Romanowski to chair the General Meeting.”

 

During the voting on the resolution 46 503 769 valid votes were cast out of 29 377 369 shares, representing 63,07% of shares in statutory capital. Out of total amount of 46 503 769 of the valid votes 46 503 769 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 adopts the announced agenda.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 608 763 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 46 210 046 valid votes were cast out of 29 083 646 shares, representing 62,44% of shares in statutory capital. Out of total amount of 46 210 046 of the valid votes 46 210 046 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 46 605 821 valid votes were cast out of 29 479 421 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 605 821 of the valid votes 46 605 821 were in favour of the resolution, 0 were against and 0 abstained.

 

"Resolution No. 5

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 2019 and the Management Board’s Report on the activities of the Company for the financial year 2019 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 2019 and the Management Board’s Report on the activities of the Company for the financial year 2019.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 577 007 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 6

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 2019 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 2019.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 577 007 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 7

Pursuant to the provisions of Art. 395 § 2 item 2 in connection with Art. 348 of the Commercial Companies Code and § 38 of the Company’s Statute, the General Meeting has hereby decided to transfer the full net profit of PLN 20,114,682.14 (in words: twenty million one hundred and fourteen thousand six hundred and eighty-two zlotys and fourteen grosz) for the financial year 2019 to the Company’s supplementary capital.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 608 763 were in favour of the resolution, 0 were against and 0 abstained.”

 

Resolution No. 8

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 2019.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 577 007 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 9

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 Dobosz, Member of the Supervisory Board, in the period from 1 January 2019 to 12 June 2019.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 577 007 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 10

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 2019.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 577 007 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 11

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 2019.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 577 007 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 12

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 2019.”

 

During the voting on the resolution 45 725 773 valid votes were cast out of 28 599 373 shares, representing 61,4% of shares in statutory capital. Out of total amount of 45 725 773 of the valid votes 45 694 017 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 13

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 2019.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 577 007 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 14

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 2019.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 577 007 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 15

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 2019.”

 

During the voting on the resolution 46 605 863 valid votes were cast out of 29 479 463 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 605 863 of the valid votes 46 574 107 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 16

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 2019.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 577 007 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 17

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 financial year 2019.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 577 007 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 18

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 2019.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 577 007 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 19

“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 2019.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 577 007 were in favour of the resolution, 0 were against and 31 756 abstained.

 

"Resolution No. 20

“Pursuant to the provisions of Art. 395 § 21 of the Commercial Companies Code, Art. 90d section 1 of the Act on public offering and conditions for introducing financial instruments into the organized trading system and on public companies, the General Meeting hereby adopts the Remuneration Policy applicable to the Agora S.A. Management Board and Supervisory Board Members, the content of which constitutes an appendix to this Resolution.”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 37 334 063 were in favour of the resolution, 9 274 700 were against and 0 abstained.

 

"Resolution No. 21

Pursuant to the provisions of § 15 para. 2 lit. b) the Company's Statute and art. 392 § 1 of the Code of Commercial Companies, the General Meeting decides:

1) temporarily reduce the monthly remuneration for members of the Company's Supervisory Board in the period from April 15, 2020 to October 15, 2020 to the following amount:

  1. a) PLN 9,600 (in words: nine thousand six hundred zlotys) for the chairman of the Supervisory Board,
  2. b) PLN 6,400 (in words: six thousand four hundred zlotys) for each of the other members of the Supervisory Board.

2) members of the Supervisory Board are entitled to reimbursement of travel expenses to meetings of the Supervisory Board from the Company,

3) from October 16, 2020, the monthly remuneration of the members of the Company's Supervisory Board will be:

  1. a) PLN 12,000 (in words: twelve thousand zlotys) for the chairman of the Supervisory Board,
  2. b) PLN 8,000 (in words: eight thousand zlotys) for each of the remaining members of the Supervisory Board. "

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 608 763 were in favour of the resolution, 0 were against and 0 abstained.

 

"Resolution No. 22

Pursuant to Art. 430 § 1 of the Commercial Companies Code the General Meeting has hereby decided to amend the Company’s Statute as follows:

 “§ 19 section 2 subsection i) 'granting consent to exercise, in a defined way, the right to vote by the Company during the general meeting of shareholders of its subsidiaries as defined in the Act on Public Offering and enforcement regulations issued on the basis thereof, in the case of resolutions concerning remuneration or benefits, as defined in subsection g) above.'

as amended, shall read as follows:

 “§ 19 section 2 subsection i) 'granting consent to exercise, in a defined way, the right to vote by the Company during the general meeting of shareholders of its subsidiaries as defined in the Act on Public Offering and enforcement regulations issued on the basis thereof, in the case of resolutions concerning remuneration or benefits, as defined in subsection f) above.'”

 

During the voting on the resolution 46 608 763 valid votes were cast out of 29 482 363 shares, representing 63,29% of shares in statutory capital. Out of total amount of 46 608 763 of the valid votes 46 608 763 were in favour of the resolution, 0 were against and 0 abstained.

 

"Resolution No. 23

Pursuant to Art. 506 § 1 – § 3 of the Commercial Companies Code and § 15 section 2 subsection a) of the Statute of Agora S.A. in connection with Art. 516, sentence 2 of the Commercial Companies Code the Extraordinary General Meeting of Shareholders of Agora S.A. passes the following resolution:

  1. The General Meeting of Shareholders of Agora S.A. hereby decides to exercise the business combination between Agora S.A. (“the Surviving Company”) and Agora – Poligrafia sp. z o.o. (“the Merged Company”) by transferring all the assets of the Merged Company to the Surviving Company and grants its consent to the Merger Plan, which constitutes Appendix No. 1 to this Resolution, and to the business combination on the terms and conditions specified therein.
  2. The merger between the Surviving Company and the Merged Company will be exercised without an increase in the share capital or amendments to the Statute of Agora S.A.
  3. The Management Board of the Surviving Company is hereby authorized to perform all the legal and factual actions related to the merger procedure between the Surviving Company and the Merged Company.
  4. The Resolution shall enter into force and effect upon its passing, and the legal effects of the merger will be noted upon its registration by the competent Registration Court.”

 

Pursuant to art. 506 § 3 of the Code of Commercial Companies, voting on the resolution was held by voting in separate groups:

  1. a) Group I - preference series A shares: 21 408 000 valid votes were cast out of 4 281 600 shares, representing 9.19% of shares in statutory capital. Out of total amount of 21 408 000 of the valid votes 21 408 000 were in favour of the resolution, 0 were against and 0 abstained.
  2. b) Group II - ordinary series BiD shares: 25 200 763 valid votes were cast out of 25 200 763 shares, representing 54.1% of shares in statutory capital. Out of the total amount of 25 200 763 of the valid votes 25 200 763 were in favour of the resolution, 0 were against and 0 abstained.

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