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11/2020 Cancellation of the Extraordinary General Meeting of Agora S.A.

REGULATORY FILINGS, GENERAL MEETINGS - GENERAL INFORMATION, HOME PAGE, NAJNOWSZA AKTUALNOść (TOOLBAR)

11/2020 Cancellation of the Extraordinary General Meeting of Agora S.A.

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Company data

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

AGO 0%
mWIG40 0%
WIG-MEDIA 0%

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

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Agora fully recognizes the importance of corporate governance principles and their vital role in ensuring the transparency of public companies in contacts with their stakeholders. We strive to uphold these principles in day-to-day operations of Agora

The company is committed to ensuring proper communications with investors and shareholders and a transparent information policy. We have also adhered to the code of best practices of companies listed on Warsaw Stock Exchange since the first edition of Code of Best Practice for WSE Listed Companies in 2002.

Company's authorities

Management Board

Supervisory Board

General Meeting of Shareholders

Related-party transactions

Agora SA, performing its obligations under Chapter 4b of the Act of 29th July 2005 on public offerings and conditions governing the introduction of financial instruments to organized trading system, and on public companies, publishes information on significant transactions with related entities and significant transactions between related entities of Agora SA and their subsidiaries.

Related entity

Foodio Concepts sp. z o.o.

Interrelationship

The transaction concerns transactions between Helios S.A. ("Helios") and Foodio Concepts sp.z o.o. ("Foodio Concepts"), i.e. transactions between related entity of Agora S.A. ("Agora") and the subsidiary of the related entity.

Helios is Agora's related business entity, in which Agora holds 91.44% of share capital. Foodio Concepts is a subsidiary of Helios, in which Helios holds 90.00% of the share capital.

Foodio Concepts is a company operating in food business, in the field of fast casual dining. The company created two own brands: "Papa Diego" and "Van Dog". Helios has been involved in the development of Foodio Concepts since the beginning of the company's operations.

Date of transaction

Transaction value

PLN 500.000,00 (five hundred thousand polish zloty)

Information

The transaction is justified by the interest of Helios shareholders, manifested in the implementation of a long-term development policy of food business, conducted by Foodio Concepts. The subject of the transaction is a loan with an interest rate of 1M WIBOR + 2.6%, whose terms correspond to the financial situation of Foodio Concepts and properly safeguard the legitimate interests of the parties. The loan was granted until December 31, 2020. The transaction supports the operational activities of Foodio Concepts, enabling the opening of new eateries and the development of existing ones. The active involvement of Helios (shareholder of Foodio Concepts) is justified by the expected long-term return on investment, as well as current capital gains resulting from the market interest rate on the loan.

Related entity

Foodio Concepts sp. z o.o.

Interrelationship

The transaction concerns transactions between Helios S.A. ("Helios") and Foodio Concepts sp.z o.o. ("Foodio Concepts"), i.e. transactions between related entity of Agora S.A. ("Agora") and the subsidiary of the related entity. Helios is Agora's related business entity, in which Agora holds 91.44% of share capital. Foodio Concepts is a subsidiary of Helios, in which Helios holds 90.00% of the share capital.

Foodio Concepts is a company operating in food business, in the field of fast casual dining. The company created two own brands: "Papa Diego" and "Van Dog". Helios has been involved in the development of Foodio Concepts since the beginning of the company's operations.

Date of transaction

Transaction value

PLN 1.000.000,00 (one million polish zloty)

Information

The transaction is justified by the interest of Helios shareholders, manifested in the implementation of a long-term development policy of food business, conducted by Foodio Concepts. The subject of the transaction is a loan with an interest rate of 1M WIBOR + 2.6%, whose terms correspond to the financial situation of Foodio Concepts and properly safeguard the legitimate interests of the parties. The loan was granted until December 31, 2020. The transaction supports the operational activities of Foodio Concepts, enabling the opening of new eateries and the development of existing ones. The active involvement of Helios (shareholder of Foodio Concepts) is justified by the expected long-term return on investment, as well as current capital gains resulting from the market interest rate on the loan.

Related entity

Foodio Concepts sp. z o.o.

Interrelationship

The transaction concerns transactions between Helios S.A. ("Helios") and Foodio Concepts sp.z o.o. ("Foodio Concepts"), i.e. transactions between related entity of Agora S.A. ("Agora") and the subsidiary of the related entity.

Helios is Agora's related business entity, in which Agora holds 91.44% of share capital. Foodio Concepts is a subsidiary of Helios, in which Helios holds 90.00% of the share capital.

Foodio Concepts is a company operating in food business, in the field of fast casual dining. The company created two own brands: "Papa Diego" and "Van Dog". Helios has been involved in the development of Foodio Concepts since the beginning of the company's operations.

Date of transaction

Transaction value

PLN 300.000,00 (three hundred thousand polish zloty)

Information

The transaction is justified by the interest of Helios shareholders, manifested in the implementation of a long-term development policy of food business, conducted by Foodio Concepts. The subject of the transaction is a loan with an interest rate of 1M WIBOR + 2.6%, whose terms correspond to the financial situation of Foodio Concepts and properly safeguard the legitimate interests of the parties. The loan was granted until December 31, 2020. The transaction supports the operational activities of Foodio Concepts, enabling the opening of new eateries and the development of existing ones. The active involvement of Helios (shareholder of Foodio Concepts) is justified by the expected long-term return on investment, as well as current capital gains resulting from the market interest rate on the loan.

DIVERSITY POLICY

Social and sponsoring activities policy

Gender Structure in the overing bodies of agora s.a.

Remuneration policy for the Agora Group's Key Managers

Organization Schema

1
2

general meeting of shareholders

4
3

board of
directors

5
6

Management

1

Elects members of SB. Approves perfomance of SB annualy.

2

Reports to GMS. Authorized to convene the GMS.

3

Reports to GMS annually. Authorized to convene the GMS.

4

Approves perfomance of Management annually. Elect members of Management.

5

Supervises Management.

6

Reports to SB quarterly.

Incentive plans based on the Company's shares

Incentive plans for the Company's and Group's employees based on the Company's shares

Agora carried out incentive plans for its employees since 1998 until 2010. In the beginning the employees received the Company's shares. The participants included managerial staff and outstanding employees, especially journalists.

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Corporate Documents

STATUTES OF AGORA S.A.

PROSPECTUS AGORA S.A. (.zip, 26MB)

KEY FINANCIAL DATA

Auditor

According to the ACT on Statutory Auditors, Their Self-Governing Organization, Entities Authorized to Audit Financial Statements and on Public Oversight (dated May 7, 2009) a key statutory auditor shall pursue audit activities in the same public interest entity in a period not exceeding 5 years (art. 89 of the act on statutory auditors).

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