The Management Board of Agora S.A. with its registered seat in Warsaw (“the Company”) will submit draft resolutions which the Management Board intends to present to the General Meeting of Shareholders of the Company (“the General Meeting”) convened for 25 June 2020, 11 a.m. in the Company’s building at ul. Czerska 8/10 in Warsaw.

 “Resolution No. [...]

on the election of the Chairperson of the General Meeting

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/Ms [·] to chair the General Meeting.”

 “Resolution No. [...]

on adopting the agenda

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

 “Resolution No. [...]

on electing the members of the returning committee

Pursuant to § 8 item 2.2. of the By-laws of the General Meeting, the General Meeting has decided to appoint Mr/Ms [·] and Mr/Ms [·] to the returning committee.”

Statement of grounds for the draft resolutions No. […]

Resolutions No. [...] are of a procedural nature.

 “Resolution No. [...]

on reviewing and approving the annual separate financial statements of the Company for the year 2019 and the Management Report for the financial year 2019

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.”

 “Resolution No. [...]

on reviewing and approving the annual consolidated financial statements covering the Company and its subsidiaries and associates, and the Management Board’s report on the activities of the Group in the financial year 2019

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.”

Statement of grounds for the draft resolutions No. […]

Resolutions No. [...] are resolutions the adoption of which at the Annual General Meeting is justified pursuant to the Commercial Companies Code.

 “Resolution No. [...]

on appropriation of the Company’s net profit for the year 2019

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.”

Statement of grounds for draft resolution No. […]

Pursuant to Art. 395 § 2.2 of the Commercial Companies Code, the Annual General Meeting should adopt a resolution on the appropriation of profit. In the opinion of the Management Board of Agora S.A., the impact of the global COVID-19 pandemic may lead to additional risks to the Company’s operations, the scale of which is currently impossible to assess in a precise manner and which remains outside the real influence or control of Agora S.A. and its Group. This situation may also lead to liquidity problems of Agora S.A.’s counterparties. In such circumstances the Management Board of Agora S.A. considered it justified to recommend that the whole profit for 2019 be retained to reinforce the Group’s financial position.

The above proposal is a deviation from the Dividend Policy of Agora announced on 14 February 2005. The deviation from the dividend policy is related to the business uncertainty caused by the COVID-19 epidemic.

The above proposal was approved by the members of the Supervisory Board.

 “Resolution No. [...]

on approving the performance of duties by particular members of the Supervisory Board in the financial year 2019

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.”

 “Resolution No. [...]

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.”  

 “Resolution No. [...]

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.”      

 “Resolution No. [...]

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.”      

 “Resolution No. [...]

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.”      

 “Resolution No. [...]

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.”

 “Resolution No. [...]

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.”      

 “Resolution No. [...]

on approving the performance of duties by particular members of the Management Board in the financial year 2019

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.”    

 “Resolution No. [...]

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.”    

 “Resolution No. [...]

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.”    

 “Resolution No. [...]

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.” 

 “Resolution No. [...]

 “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.” 

Statement of grounds for the draft resolutions No. […]

Resolutions No. [...] are resolutions the adoption of which at the Annual General Meeting is justified pursuant to the Commercial Companies Code.

 “Resolution No. [...]

on adopting the “Remuneration Policy applicable to Agora S.A. Management Board and Supervisory Board Members”

 “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.”          

Statement of grounds for the draft resolution No. […]

Resolution No. [...] is a resolution the adoption of which at the Annual General Meeting is justified pursuant to the Commercial Companies Code and the Act on public offering and conditions for introducing financial instruments into the organized trading system and on public companies.

Remuneration policy for Members of the Management Board and Supervisory Board of Agora S.A. constitutes Annex No. 1 to this document of the resolutions that will be voted at the Annual General Meeting on June 25, 2020.

“Resolution No. [...]

on the temporary reduction of the remuneration of members of the Company's Supervisory Board

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,

1. 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,

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

Statement of grounds for the draft resolution No. […]

In connection with the extraordinary situation related to the introduction of the state of the epidemic in Poland and the decrease in economic turnover in the Company, the Supervisory Board of the Company proposes to temporarily reduce the remuneration of its Members and submits an appropriate resolution to the General Meeting of the Company.

 “Resolution No. [...]

on amending paragraph 19 section 2 subsection i) of the Company’s Statute

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)

1. 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)

1. 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.”

Statement of grounds for the draft resolution No. […]

Resolution No. [...] is a resolution concerning amending the Company’s Statute, the adoption of which at the Annual General Meeting is justified due to the necessity of correcting the evident typing mistake consisting of erroneous reference to subsection g) instead of subsection f) in section 2 of § 19 of the Company’s Statute.

The consolidated text of the Statue of Agora Spółka Akcyjna with its registered office in Warsaw, including the changes introduced by Resolution No. ___ / 2020 of the Ordinary General Meeting of Shareholders of Agora Spółka Akcyjna with its registered office in Warsaw, which took place on June 25, 2020, constitutes Annex 2 to this resolution document, which will be voted at the Annual General Meeting on June 25, 2020.

 “Resolution No. [...]

on 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.

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.”

Statement of grounds for the draft resolution No. […]

The merger decision is justified by the necessity to consolidate the assets in the Surviving Company. Until July 2019 the Merged Company held business activities consisting of, among other things, printing services, employing staff specialized in printing and related services. Currently, the Merged Company only manages its non-current assets and provides services in respect of the lease of space related to those non-current assets, mainly on behalf of the Surviving Company and its related entities. The last employment contract in the Merged Company’s enterprise was terminated, and the management of its assets was taken over by Agora S.A.

Therefore, the merger of the Companies constitutes a natural consequence of the changes described above. The merger is aimed at simplifying the Surviving Company’s Group structure which will make the Group’s management more efficient and which will eliminate part of the superfluous processes and as a result will reduce the cost of managing the Merged Company’s assets.

The Merger Plan is attached as Appendix 3 to this resolution document that will be voted at the Annual General Meeting on June 25, 2020.