Regulatoryfiling
I.Proposed agenda of the General Meeting:
1)_#160;_#160;_#160;Openingthe General Meeting and electing the Chairperson;
2)_#160;_#160;_#160;Adoptingthe agenda;
3)_#160;_#160;_#160;Appointingmembers of the returning committee;
4)_#160;_#160;_#160;Presentingthe annual separate financial statements of the Company, and theManagement Report on the activities of the Company in the financial year2023, and the consolidated financial statements of the Group, and theGroup Management Report on the activities of the Group in the financialyear 2023;
5)_#160;_#160;_#160;Presentingthe Resolution of the Supervisory Board on the result of the evaluationof the financial statements and evaluating the Management Board's motionregarding the allocation of profit for 2023, and the Supervisory Board'smotion to approve the performance of duties by Members of the ManagementBoard in 2023;
6)_#160;_#160;_#160;Reviewingand approving the annual separate financial statements of the Companyfor the year 2023 and the Management Report on the activities of theCompany for the financial year 2023;
7)_#160;_#160;_#160;Reviewingand approving the annual consolidated financial statements covering theCompany and its subsidiaries and associates, and the Management Board'sreport on the activities of the Group in the financial year 2023;
8)_#160;_#160;_#160;Presentinga Resolution of the Supervisory Board on the evaluation of the Company'ssituation in the financial year 2023;
9)_#160;_#160;_#160;Presentinga report on the activities of the Supervisory Board of Agora S.A.,including assessment of the work of the Supervisory Board in thefinancial year 2023;
10)_#160;Presentationby the Management Board of recommendation on covering the Company's netloss for the year 2023;
11)_#160;Adoptionof resolution oncoveringthe Company's net loss for the year 2023;
12)_#160;Adoptionof resolution onapprovingthe performance of duties by particular members of the Supervisory Boardin the financial year 2023;
13)_#160;Adoptionof resolution onapprovingthe performance of duties by particular members of the Management Boardin the financial year 2023;
14)_#160;Adoptionof the resolution on_#160;theassessment of the "Supervisory Board Report on Remuneration ofparticular members of the Management Board and Supervisory Board ofAgora S.A. for 2023";
15)_#160;Adoptionof resolutions onappointingmembers of the Management Board for the next term of office;
16)_#160;Closingthe General Meeting.
II._#160;_#160;_#160;_#160;Dateof registration for participating in the General Meeting_#160;
Thedate of registration for attendance at the General Meeting isJune12, 2024("Registration Date"). The Registration Datefor holders of rights attached to bearer shares and registered shares isthe same._#160;
III._#160;_#160;_#160;_#160;Shareholders'right to participate in the General Meeting
Onlyholders of Agora S.A. shares as at the Registration Date have the rightto participate in the General Meeting.
1.Inrespect of bearer shares, the following persons will be eligible to voteat the General Meeting:
a)_#160;_#160;_#160;thosewho hold the Company's shares in their securities accounts sixteen daysbefore the date of the General Meeting (i.e. on June 12, 2024); and
b)_#160;_#160;_#160;thosewho no earlier than after the announcement about the convention of theGeneral Meeting and no later than by June 13, 2024 (inclusive) file arequest for issuing a_#160;registered certificate of eligibilityto_#160;participate in the General Meeting to the entity maintaining theirsecurities account on which the Company's shares are held.
2.Personseligible from registered shares and temporary certificates, lienors andusers, with voting rights, may participate in the General Meeting iftheir name is entered into the share ledger on the Registration Date.
IV._#160;_#160;_#160;_#160;Listof persons eligible to participate in the General Meeting
TheCompany determines the list of persons eligible to participate in theGeneral Meeting based on (i) the list submitted to the Company byKrajowy Depozyt Papierów Wartościowych S.A. (the Central SecuritiesDepository, hereinafter: "KDPW") prepared on the basis ofregistered certificates of eligibility to_#160;participate in the GeneralMeeting issued by entities maintaining the securities accounts, and (ii)the share ledger.
Thelist of shareholders eligible to participate in the General Meeting willbe presented for review on three business days before the date of theGeneral Meeting, i.e. on June 25-27, 2024, between 9 a.m. and 5 p.m. inthe Company's building (ul. Czerska 8/10, 00-732 Warsaw).
Ashareholder may request sending a_#160;free copy of the above-mentioned listof shareholders by e-mail, by providing the address to_#160;which the listshould be sent. The request to_#160;send the list of shareholders should besubmitted to_#160;the registered office of the Company, to_#160;the ManagementBoard, or sent to_#160;the e-mail address:walne_zgromadzenie@agora.pl.The request should bein writing and signed by the shareholder or by the persons representingthe shareholder; and:
a)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;inrespect of shareholders who are individuals - a copy of theshareholder's identification document should be enclosed (if the requestis submitted in electronic form);
b)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;inrespect of shareholders who are legal persons and organizationalentities without legal personality, who have legal capacity under thelaw - their entitlement to act on behalf of the entity should beconfirmed by enclosing the current excerpt from the National CourtRegister or any other relevant register;
c)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;inrespect that a notification is sent by a proxy - the respective power ofattorney signed by the shareholder should be enclosed (or anuninterrupted sequence of powers of attorney) and a copy of theidentification document confirming the identity of the person signingthe request should be enclosed with the documents specified in points a)or b), and if the proxy is not an individual - an excerpt from therelevant register confirming the authorization of the signatory to acton behalf of the proxy.
V._#160;_#160;Ashareholder's right to request that certain matters be included on theagenda of the General Meeting
Ashareholder or shareholders representing at least 1/20 of the sharecapital of the Company may request that certain matters be included onthe agenda of the General Meeting of the Company. The request should benotified to the Company's Management Board no later than 21 days beforethe date of the General Meeting, i.e. by June 7, 2024 (inclusive). Therequest should include a statement of grounds or a draft resolutionpertaining to the proposed item on the agenda.The written request may besubmitted to the Company's building at ul. Czerska 8/10, 00-732 Warsaw,for the attention of the Management Board, or sent in electronic form tothe following email address:walne_zgromadzenie@agora.pl.
Theshareholder(s) should prove holding the respective number of shares asat the date of submitting the request by enclosing a depositcertificate(s) or a certificate of the eligibility to participate in theGeneral Meeting; and:
a)_#160;_#160;_#160;inrespect of shareholders who are individuals - a copy of theshareholder's identification document should be enclosed (if the requestis submitted in electronic form);
b)_#160;_#160;_#160;inrespect of shareholders who are legal persons and organizationalentities without legal personality, who have legal capacity under thelaw - their entitlement to act on behalf of the entity should beconfirmed by enclosing the current excerpt from the National CourtRegister or any other relevant register;
c)_#160;_#160;_#160;_#160;inrespect of a notification sent by a proxy - the respective power ofattorney signed by the shareholder should be enclosed (or anuninterrupted sequence of powers of attorney) and a copy of theidentification document confirming the identity of the person signingthe request should be enclosed with the documents specified in points a)or b), and if the proxy is not an individual - an excerpt from therelevant register confirming the authorization of the signatory to acton behalf of the proxy.
VI._#160;_#160;Ashareholder's right to submit draft resolutions
Ashareholder or shareholders who represent at least 1/20 of the sharecapital may, before the date of the General Meeting, i.e. until June 28,2024, submit in writing draft resolutions relating to issues on theagenda of the General Meeting to the Company's registered seat at ul.Czerska 8/10, 00-732 Warsaw, for the attention of the Management Board,or send them in electronic form to the following email address:walne_zgromadzenie@agora.pl.
Theshareholder(s) should demonstrate holding the respective number ofshares as at the date of submitting the request, enclosing a depositcertificate(s) or a certificate of the right to participate in theGeneral Meeting; and:
a)_#160;_#160;_#160;inrespect of shareholders who are individuals - a copy of theshareholder's identification document should be enclosed (if the requestis submitted in electronic form);
b)_#160;_#160;_#160;inrespect of shareholders who are legal persons and organizationalentities without legal personality, who have legal capacity under thelaw - their entitlement to act on behalf of the entity should beconfirmed by enclosing the current excerpt from the National CourtRegister or any other relevant register;
c)_#160;_#160;_#160;_#160;inrespect of a notification sent by a proxy - the respective power ofattorney signed by the shareholder should be enclosed (or anuninterrupted sequence of powers of attorney) and a copy of theidentification document confirming the identity of the person signingthe request should be enclosed with the documents specified in points a)or b), and if the proxy is not an individual - an excerpt from therelevant register confirming the authorization of the signatory to acton behalf of the proxy.
Inaddition, each shareholder eligible to participate in the GeneralMeeting may - during the General Meeting - submit draft resolutionspertaining to issues on the agenda of the General Meeting.
VII._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Communicationbetween the shareholders and the Company
Shareholdersmay contact the Company using email in the manner specified in thisannouncement.
Theshareholders may communicate with Agora S.A. in electronic form usingthe email address:walne_zgromadzenie@agora.pl.
AShareholder who uses the option to communicate in electronic form bearsthe risk of such communication. The date of receipt of the documentationby the Company's server at the address provided above will be evidenceof submitting the documentation in electronic form in the periodrequired under the law.
Ashareholder has to send a certified translation into Polish of anydocuments that have been originally prepared in a language other thanPolish together with the documents sent by the shareholder in electronicform.
Alldocuments sent by a shareholder to the Company and by the Company to ashareholder by email should be scanned into the PDF format.
Inrespect of documentation submitted by shareholders in writing to theCompany's building at ul. Czerska 8/10, 00-732 Warsaw, the date of theirreceipt by the Company will be deemed to be the date of inflow of thedocuments to the Company.
VIII._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Admittanceto participation in the General Meeting
Shareholderswill be admitted to participate in the General Meeting after identifyingthemselves with an identity card, and proxies:
a)_#160;_#160;_#160;ifthe power of attorney is in writing - after presenting:
_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;i._#160;_#160;_#160;_#160;_#160;_#160;_#160;anidentity card (if the proxy is an individual) and an original or copy(certified as a true copy by a Notary or by another entity authorized tocertify copies as true copies) of an excerpt from a register or anotherdocument confirming the authorization of an individual(s) to representthe proxy at the General Meeting (in respect of a proxy other than anindividual); and
_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;ii._#160;_#160;_#160;_#160;_#160;_#160;_#160;theoriginal power of attorney granted in writing or a copy certified as atrue copy by a Notary or by another entity authorized to certify copiesas true copies;
b)_#160;_#160;_#160;inrespect of a power of attorney granted in electronic form - afterpresenting: an identity card (if the plenipotentiary is an individual)and an original or copy (certified as a true copy by a Notary or byanother entity authorized to certify copies as true copies) of anexcerpt from a register or another document confirming the authorizationof an individual(s) to represent the proxy at the General Meeting (inrespect of a proxy other than an individual).
Representativesof legal persons or partnerships should additionally present originalsor copies (certified as true copies by a Notary or by another entityauthorized to certify copies as true copies) of current excerpts fromrespective registers listing the persons authorized to represent thesaid entities and originals or copies (certified as true copies by aNotary or by another entity authorized to certify copies as true copies)confirming the given individual's (individuals') authorization torepresent a shareholder at the General Meeting (e.g. an uninterruptedseries of powers of attorney).
Thepowers of attorney and the remaining required documents confirming ashareholder's or a shareholder's representative's eligibility toparticipate in the General Meeting will be added by the Company to theminutes register.
Pleasehave your identity card with you on the date of the General Meeting inorder to_#160;be allowed to_#160;participate in the General Meeting.
IX._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Mannerof exercising voting rights by proxy
Ashareholder may attend the General Meeting and exercise his/her votingright in person or by proxy.Thepower of attorney to vote shall be issued in writing or in electronicform.Powerof attorney forms are published on the Company's website at the addresswww.agora.pl, under the tab "Investor relations"/ "General Meeting ofShareholders".
Shareholdersshall send information on granting powers of attorney in electronic formto the Company to the email address:walne_zgromadzenie@agora.plno later than two business days before the date of the General Meeting(i.e. by June 26, 2024, 4 p.m.). A scan of the proxy form shall beenclosed with the information on granting proxy rights in electronicform, as well as:
a)_#160;_#160;_#160;inrespect of shareholders who are individuals - a copy of theshareholder's identification document;
b)_#160;_#160;_#160;inrespect of shareholders who are legal persons or partnerships - aconfirmation of the authorization to act on behalf of that legal personor partnership in the form of a copy of the current excerpt from therelevant register or another document confirming the authorization ofthe individual(s) to represent the shareholder at the General Meeting(e.g. an uninterrupted sequence of powers of attorney).
Inrespect of granting further powers of attorney, the proxy holder shouldpresent an uninterrupted sequence of powers of attorney accompanied bydocuments confirming the authorization of the proxy to_#160;act on behalf ofthe previous proxies.
AgoraS.A. will take appropriate measures to_#160;identify the shareholder andhis/her proxy in order to_#160;verify the validity of the power of attorneygranted in electronic form. The verification will consist in particularof a request for feedback by phone or email addressed to the shareholderor proxy to confirm the granting of the power of attorney and its scope.The Company wishes to_#160;emphasize that in such case failing to_#160;answer thequestions asked during the verification shall be considered as lack ofthe possibility of verification of the granted power of attorney andshall constitute the basis for refusing to_#160;allow the proxyto_#160;participate in the General Meeting.
Therules described above concerning the manner of granting a_#160;power ofattorney shall also apply to_#160;cancelling a_#160;power of attorney granted inelectronic form.
X._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Possibilityof attendance and the manner of commenting during the General Meetingusing means of electronic communication_#160;
Theprinciples, and terms and conditions for participating in the GeneralMeeting using means of electronic of communication are specified in theappendix to this announcement. Shareholders will have the possibility ofcommenting by sending text messages.
XI._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Mannerof exercising voting rights using mail or electronic means ofcommunication
TheCompany does not stipulate exercising voting rights by mail. The mannerof exercising voting rights using means of electronic communication isdescribed in the appendix to this announcement - Rules for participatingin General Meeting of Agora S.A. by means of electronic communication.
XII._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Shareholdersright to ask questions regarding matters included in the agenda of theGeneral Meeting
Shareholdersparticipating in the General Meeting have right to ask questionsregarding_#160;matters included inthe agenda of the General Meeting and participate in the discussion inaccordance with the rules defined in the_#160;Rulesfor participating in General Meeting, available on the website of theCompany.
XIII._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Accessto documentation_#160;
Personsentitled to_#160;participate in the General Meeting may obtain the full textof the documentation to_#160;be presented at the General Meeting and draftresolutions at the Company's building at Czerska 8/10, 00-732 Warsaw, inthe Office of the Management Board of the Company from the date of thisannouncement until June 27, 2024, between 9 a.m. and 5 p.m., or on theCompany's website at the address:www.agora.pl,under the tab "Investor relations"/ "General Meeting of Shareholders".
TheCompany will make available all information related to the GeneralMeeting on the Company's website at the address www.agora.pl under thetab "Investor relations"/ "General Meeting of Shareholders".
XIV._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Additionalinformation_#160;
Thisannouncement includes the information stipulated in the provisions ofthe Commercial Companies Code. The content of the announcement iswithout prejudice to specific regulations which may restrictshareholders from exercising their rights.
Toopen the General Meeting on time, registration of the shareholders willtake place 45 minutes before the opening of the General Meeting.
Theprinciples of convening and holding the General Meeting, appended tothis announcement, specify in detail the rules of participation of theshareholders in the General Meeting using means of electroniccommunication.
Attachedhereto, the Company provides the draft resolutions to be voted at theGeneral Meeting.