Agora S A : 14/2022 Resolutions adopted by the Extraordinary General Meeting of Shareholders on April 21, 2022

April 21, 2022 / 17:24

14/2022 Resolutions adopted by the Extraordinary General Meeting of Shareholders on April 21, 2022

Regulatory filing

The Management Board of Agora S.A. with its registered seat in Warsaw ("the Company", "Agora S.A.") hereby announces resolutions adopted by the Extraordinary General Meeting of Shareholders ("the General Meeting") convened for April 21, 2022 at 11:00 a.m., held at the Company's registered seat in Warsaw at 8/10 Czerska Street.

"Resolution no 1

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 Paweł Moskwa to chair the General Meeting."

During the voting on the resolution 38 491 819 valid votes were cast out of 21 365 419 shares, representing 45.86% of shares in statutory capital. Out of total amount of 38 491 819 of the valid votes, 38 491 819 were in favour of the resolution, 0 were against and 0 abstained.

"Resolution no 2

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."

During the voting on the resolution 43 847 464 valid votes were cast out of 26 721 064 shares, representing 57.36% of shares in statutory capital. Out of total amount of 43 847 464 of the valid votes, 43 847 464 were in favour of the resolution, 0 were against and 0 abstained.

"Resolution no 3

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 Jarosław Wójcik to the returning committee."

During the voting on the resolution 43 847 464 valid votes were cast out of 26 721 064 shares, representing 57.36% of shares in statutory capital. Out of total amount of 43 847 464 of the valid votes, 43 847 464 were in favour of the resolution, 0 were against and 0 abstained.

"Resolution no 4

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 Bartłomiej Marcinek to the returning committee."

During the voting on the resolution 43 847 464 valid votes were cast out of 26 721 064 shares, representing 57.36% of shares in statutory capital. Out of total amount of 43 847 464 of the valid votes, 43 847 464 were in favour of the resolution, 0 were against and 0 abstained

"Resolution no 5

on the approval of the appointment of Ms. Agnieszka Siuzdak-Zyga as a Member of the Management Board of the Company by co-option

Pursuant to § 28 sec. 3 of the Company's Articles of Association, the General Meeting hereby approves the appointment of Ms. Agnieszka Siuzdak - Zyga to the Management Board of Agora S.A., by co-option, which took place on August 5, 2021 "

During the voting on the resolution 43 847 464 valid votes were cast out of 26 721 064 shares, representing 57.36% of shares in statutory capital. Out of total amount of 43 847 464 of the valid votes, 43 847 464 were in favour of the resolution, 0 were against and 0 abstained.

"Resolution no 6

on the appointment of Mr. Wojciech Bartkowiak as a Member of the Management Board of the Company

Pursuant to the provision of art. 368 § 4 of the Commercial Companies Code and § 28 item 1 and § 29 item 2 of the Company's Articles of Association, and in connection with the formal request (submitted pursuant to the art. 400 § 1 of the Commercial Companies Code) of the Company's shareholder - Agora Holding sp. z o.o. representing at least one twentieth of the share capital, to convene the Extraordinary General Meeting of the Company, the agenda of which shall include the appointment of Mr. Wojciech Bartkowiak to the Management Board of the Company, the General Meeting decides to appoint Mr. Wojciech Bartkowiak to the Management Board of the Company with immediate effect."

During the voting on the resolution 43 847 464 valid votes were cast out of 26 721 064 shares, representing 57.36% of shares in statutory capital. Out of total amount of 43 847 464 of the valid votes, 43 847 464 were in favour of the resolution, 0 were against and 0 abstained.

"Resolution no 7

on covering the costs of convening and holding the General Meeting by the Company

In connection with the convening of the General Meeting of the Company pursuant to art. 400 § 1 of the Company Commercial Code, General Meeting of the Company, pursuant to art. 400 § 4 of the Company Commercial Code, decides that the costs of convening and holding the General Meeting shall be borne by the Company".

During the voting on the resolution 43 847 464 valid votes were cast out of 26 721 064 shares, representing 57.36% of shares in statutory capital. Out of total amount of 43 847 464 of the valid votes, 43 847 464 were in favour of the resolution, 0 were against and 0 abstained

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