AGORA S.A.

AGM Information • Feb 2, 2023

Draftresolutions which will be voted at the Extraordinary General Meeting ofShareholders on March 1, 2023

"ResolutionNo. [...]

onthe election of the Chairperson of the General Meeting

"ResolutionNo. [...]

onadopting the agenda

"ResolutionNo. [...]

onelecting the members of the returning committee

"ResolutionNo. [...]

onelecting the members of the returning committee

Pursuantto § 8 item 2.2. of the By-laws of the General Meeting, the GeneralMeeting has decided to appoint Mr/Ms [_#183;]to the returning committee."

Statementof grounds for the draft resolutions No. [...]

"ResolutionNo. [...]

on granting consent to thedisposal of an organized part of the enterprise to a subsidiary of theCompany dedicated to operate Agora Publishing House

Pursuant to art. 393.3) of theCommercial Companies Code, it is resolved as follows:

§ 1

1._#160;_#160;_#160;_#160;_#160;_#160;The General Meetinghereby resolves to grant consent to the disposal of an organized part ofthe enterprise consisting of a set of tangible and intangible assetsintended for operation of Agora Publishing House ("ZCP") for the benefitof a capital company in which the Company is entitled, directly orindirectly, to 100% of the share capital at the time of disposal of theZCP (the _quot;Subsidiary_quot;), in exchange for shares in the Subsidiary.

2._#160;_#160;_#160;_#160;_#160;_#160;ZCP comprises ofall tangible and intangible assets (including workplace within themeaning of Article 231of the Labor Code, as well as therights and obligations under contracts with individuals providingservices for the benefit of ZCP) intended to carry out activities, inparticular:

1)_#160;_#160;_#160;_#160;_#160;in the field ofpublishing and selling books (including in the form of audiobooks ande-books), conducted under the business designation "Wydawnictwo Agora"or "Ale!";

2)_#160;_#160;_#160;_#160;_#160;in the productionand publishing of music and audiovisual recordings of music andconcerts, conducted under the business designation "Agora Muzyka";

3)_#160;_#160;_#160;_#160;_#160;in the directdistribution of music to Polish and global digital stores and theoperation of a network on YouTube, which offers a comprehensive channelservice for artists and labels, as well as access to Content IDtechnology, carried out under the business designation "Agora DigitalMusic";

4)_#160;_#160;_#160;_#160;_#160;publio.pl onlinebookstore, and

5)_#160;_#160;_#160;_#160;_#160;kulturalnysklep.pl onlinebookstore.

§ 2

The General Meeting herebyauthorizes the Management Board of the Company to take all actionsnecessary to dispose of the ZCP within the meaning and on the termsdescribed in this resolution, in particular to:

1)_#160;_#160;_#160;1)_#160;_#160;determine adetailed catalog of tangible and intangible assets of the ZCP andliabilities to be assumed by the Subsidiary;

2)_#160;_#160;_#160;2)_#160;_#160;determine the valueof the ZCP as an in-kind contribution made by the Company to theSubsidiary (including liabilities);

3)_#160;_#160;_#160;_#160;3)_#160;determine thenumber and nominal value of shares to be acquired by the Company in theSubsidiary in exchange for a contribution in kind in the form of the ZCP;

4)_#160;_#160;_#160;_#160;4)_#160;take steps toobtain, where required, the consent of the contractors to transfer tothe Subsidiary the rights or obligations arising from the agreementsrelated to the operation of the ZCP;

5)_#160;_#160;_#160;_#160;5)_#160;to take such otherfactual and legal actions as may be necessary to carry out thisresolution, including to conclude appropriate agreements related to thecontribution of the ZCP to the Subsidiary in exchange for the newlycreated shares.

§ 3

"ResolutionNo. [...]

on granting consent to thedisposal of an organized part of the enterprise to a subsidiary of theCompany dedicated to maintenance of gazeta.pl web portal

Pursuant to art. 393.3) of theCommercial Companies Code, it is resolved as follows:

§ 1

1._#160;_#160;_#160;_#160;_#160;1._#160;The General Meetinghereby resolves to grant consent to the disposal of an organized part ofthe enterprise consisting of a set of tangible and intangible assetsintended for maintenance of gazeta.pl web portal ("ZCP") for the benefitof a capital company in which the Company is entitled, directly orindirectly, to 100% of the share capital at the time of disposal of theZCP (the _quot;Subsidiary_quot;), in exchange for shares in the Subsidiary.

2._#160;_#160;_#160;_#160;_#160;_#160;ZCP comprises ofall tangible and intangible assets (including workplace within themeaning of Article 231of the Labor Code, as well as therights and obligations under contracts with individuals providingservices for the benefit of ZCP) intended to carry out activitiesconsisting of, in particular, maintenance of:

1)_#160;_#160;_#160;_#160;_#160;Internet portals ofinformational and journalistic nature, i.a.: gazeta.pl,wiadomości.gazeta.pl, next.gazeta.pl;

2)_#160;_#160;_#160;_#160;_#160;Internet portals oflifestyle nature, i.a.: Weekend.Gazeta.pl, Kobieta.Gazeta.pl,Zdrowie.Gazeta.pl; Podroze.Gazeta.pl together with mobile apps;

3)_#160;_#160;_#160;_#160;_#160;Internet portals ofentertainment nature, i.a.: sport.pl, moto.pl and plotek.pl;

4)_#160;_#160;_#160;_#160;_#160;forum.gazeta.plinternet forum;

5)_#160;_#160;_#160;_#160;_#160;services providedto consumers available on the above-mentioned portals, in particular,the service of maintaining an e-mail account on gazeta.pl website andmaintaining user profiles on these portals;

6)_#160;_#160;_#160;_#160;_#160;archive ofeditorial content of the above-mentioned portals.

§ 2

The General Meeting herebyauthorizes the Management Board of the Company to take all actionsnecessary to dispose of the ZCP within the meaning and on the termsdescribed in this resolution, in particular to:

1)_#160;_#160;_#160;_#160;1)_#160;determine adetailed catalog of tangible and intangible assets of the ZCP andliabilities to be assumed by the Subsidiary;

2)_#160;_#160;_#160;_#160;2)_#160;determine the valueof the ZCP as an in-kind contribution made by the Company to theSubsidiary (including liabilities);

3)_#160;_#160;_#160;_#160;3)_#160;determine thenumber and nominal value of shares to be acquired by the Company in theSubsidiary in exchange for a contribution in kind in the form of the ZCP;

4)_#160;_#160;_#160;_#160;4)_#160;take steps toobtain, where required, the consent of the contractors to transfer tothe Subsidiary the rights or obligations arising from the agreementsrelated to the operation of the ZCP;

5)_#160;_#160;_#160;_#160;5)_#160;to take such otherfactual and legal actions as may be necessary to carry out thisresolution, including to conclude appropriate agreements related to thecontribution of the ZCP to the Subsidiary in exchange for the newlycreated shares.

§ 3

"ResolutionNo. [...]

on granting consent to thedisposal of an organized part of the enterprise to a subsidiary of theCompany dedicated to operations of Gazeta Wyborcza

Pursuant to art. 393.3) of theCommercial Companies Code, it is resolved as follows:

§ 1

1._#160;_#160;_#160;_#160;1._#160;_#160;The General Meetinghereby resolves to grant consent to the disposal of an organized part ofthe enterprise consisting of a set of tangible and intangible assetsintended for conducting the business of Gazeta Wyborcza ("ZCP") for thebenefit of a capital company in which the Company is entitled, directlyor indirectly, to 100% of the share capital at the time of disposal ofthe ZCP (the _quot;Subsidiary_quot;), in exchange for shares in the Subsidiary.

2._#160;_#160;_#160;_#160;_#160;_#160;ZCP comprises ofall tangible and intangible assets (including workplace within themeaning of Article 231of the Labor Code, as well as therights and obligations under contracts with individuals providingservices for the benefit of ZCP) intended to carry out activities, inparticular:

1)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;on issuing a dailynewspaper Gazeta Wyborcza;

2)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;of printing andother printing-related services;

3)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;of internetportals, i.a. wyborcza.pl, wyborcza.biz, odeszli.pl and komunikaty.pltogether with mobile apps;

4)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;on issuing amonthly magazine "Książki.Magazyndo czytania";

5)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;on issuing amonthly magazine"Wysokie ObcasyEkstra";

6)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;of internet portalsconnected with the above-mentioned publications, i.a. wysokieobcasy.pl;

7)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;services ofservices provided to consumers available on the above-mentioned portals,in particular, maintaining a subscription service account andmaintaining user profiles on the above-mentioned portals and services;

8)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;archive ofeditorial materials of the above-mentioned publications;

9)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;wyborcza.pl photo agency;

§ 2

The General Meeting herebyauthorizes the Management Board of the Company to take all actionsnecessary to dispose of the ZCP within the meaning and on the termsdescribed in this resolution, in particular to:

1)_#160;_#160;_#160;_#160;1)_#160;determine adetailed catalog of tangible and intangible assets of the ZCP andliabilities to be assumed by the Subsidiary;

2)_#160;_#160;_#160;_#160;2)_#160;determine the valueof the ZCP as an in-kind contribution made by the Company to theSubsidiary (including liabilities);

3)_#160;_#160;_#160;_#160;3)_#160;determine thenumber and nominal value of shares to be acquired by the Company in theSubsidiary in exchange for a contribution in kind in the form of the ZCP;

4)_#160;_#160;_#160;_#160;_#160;4)take steps toobtain, where required, the consent of the contractors to transfer tothe Subsidiary the rights or obligations arising from the agreementsrelated to the operation of the ZCP;

5)_#160;_#160;_#160;_#160;5)_#160;to take such otherfactual and legal actions as may be necessary to carry out thisresolution, including to conclude appropriate agreements related to thecontribution of the ZCP to the Subsidiary in exchange for the newlycreated shares.

§ 3

"ResolutionNo. [...]

on granting consent to thedisposal of an organized part of the enterprise to a subsidiary of theCompany dedicated to running IT services for the Company and companiesfrom Agora capital group

Pursuant to art. 393.3) of theCommercial Companies Code, it is resolved as follows:

§ 1

1._#160;_#160;_#160;1._#160;_#160;_#160;The General Meetinghereby resolves to grant consent to the disposal of an organized part ofthe enterprise consisting of a set of tangible and intangible assetsintended for running IT services for the Company and companies from theAgora capital group in the areas of management of human resources("ZCP") for the benefit of a capital company in which the Company isentitled, directly or indirectly, to 100% of the share capital at thetime of disposal of the ZCP (the _quot;Subsidiary_quot;), in exchange for sharesin the Subsidiary.

2._#160;_#160;_#160;_#160;_#160;_#160;ZCP comprises ofall tangible and intangible assets (including workplace within themeaning of Article 231of the Labor Code, as well as therights and obligations under contracts with individuals providingservices for the benefit of ZCP) intended to carry out activitiesconsisting, in particular, of:

1)_#160;_#160;_#160;_#160;_#160;provide ongoingsupport for users of software and IT infrastructure of the Company_#160;and companies from the Agora capital group;

2)_#160;_#160;_#160;_#160;_#160;provide maintenanceand development of software and IT infrastructure at the Company andcompanies from the Agora capital group, including usage ofsubcontractors;

3)_#160;_#160;_#160;_#160;_#160;Acquiring oradvising on the acquisition of software licenses and IT infrastructureused_#160;atthe Company and companies from the Agora capital group.

§ 2

The General Meeting herebyauthorizes the Management Board of the Company to take all actionsnecessary to dispose of the ZCP within the meaning and on the termsdescribed in this resolution, in particular to:

1)_#160;_#160;_#160;_#160;_#160;1)determine adetailed catalog of tangible and intangible assets of the ZCP andliabilities to be assumed by the Subsidiary;

2)_#160;_#160;_#160;_#160;_#160;2)determine the valueof the ZCP as an in-kind contribution made by the Company to theSubsidiary (including liabilities);

3)_#160;_#160;_#160;_#160;_#160;3)determine thenumber and nominal value of shares to be acquired by the Company in theSubsidiary in exchange for a contribution in kind in the form of the ZCP;

4)_#160;_#160;_#160;_#160;_#160;4)take steps toobtain, where required, the consent of the contractors to transfer tothe Subsidiary the rights or obligations arising from the agreementsrelated to the operation of the ZCP;

5)_#160;_#160;_#160;_#160;_#160;5)to take such otherfactual and legal actions as may be necessary to carry out thisresolution, including to conclude appropriate agreements related to thecontribution of the ZCP to the Subsidiary in exchange for the newlycreated shares.

§ 3

"ResolutionNo. [...]

on granting consent to thedisposal of an organized part of the enterprise to a subsidiary of theCompany dedicated to carry out the support in the field of employee,social and social insurance matters for the Company and companies fromAgora capital group

Pursuant to art. 393.3) of theCommercial Companies Code, it is resolved as follows:

§ 1

1._#160;_#160;_#160;_#160;_#160;1._#160;The General Meetinghereby resolves to grant consent to the disposal of an organized part ofthe enterprise consisting of a set of tangible and intangible assetsintended for provision of support to the Company and companies from theAgora capital group in the areas of management of human resources("ZCP") for the benefit of a capital company in which the Company isentitled, directly or indirectly, to 100% of the share capital at thetime of disposal of the ZCP (the _quot;Subsidiary_quot;), in exchange for sharesin the Subsidiary.

2._#160;_#160;_#160;_#160;_#160;_#160;ZCP comprises ofall tangible and intangible assets (including workplace within themeaning of Article 231of the Labor Code, as well as therights and obligations under contracts with individuals providingservices for the benefit of ZCP) intended to carry out activitiesconsisting, in particular, of:

1)_#160;_#160;_#160;_#160;_#160;personnel andpayroll services for employees, contractors and other individualsperforming work or providing services to the Company AGORA S.A. andcompanies from the Agora capital group;

2)_#160;_#160;_#160;_#160;_#160;maintenance ofemployee records of employees of the Company and companies from theAgora capital group;

3)_#160;_#160;_#160;_#160;_#160;conduct mattersrelated to social activities_#160;ofthe Company and companies from the Agora capital group, includingmatters related to the company's social benefits fund;

4)_#160;_#160;_#160;_#160;_#160;conduct mattersrelated to the recruitment of employees, contractors and otherindividuals who perform work or provide services to the Company andcompanies from the Agora capital group;

5)_#160;_#160;_#160;_#160;_#160;conduct theCompany's and companies' from the Agora capital group services indeveloping the skills of employees.

§ 2

The General Meeting herebyauthorizes the Management Board of the Company to take all actionsnecessary to dispose of the ZCP within the meaning and on the termsdescribed in this resolution, in particular to:

1)_#160;_#160;_#160;1)_#160;_#160;determine adetailed catalog of tangible and intangible assets of the ZCP andliabilities to be assumed by the Subsidiary;

2)_#160;_#160;_#160;_#160;2)_#160;determine the valueof the ZCP as an in-kind contribution made by the Company to theSubsidiary (including liabilities);

3)_#160;_#160;_#160;_#160;_#160;3)determine thenumber and nominal value of shares to be acquired by the Company in theSubsidiary in exchange for a contribution in kind in the form of the ZCP;

4)_#160;_#160;_#160;_#160;4)_#160;take steps toobtain, where required, the consent of the contractors to transfer tothe Subsidiary the rights or obligations arising from the agreementsrelated to the operation of the ZCP;

5)_#160;_#160;_#160;_#160;5)_#160;to take such otherfactual and legal actions as may be necessary to carry out thisresolution, including to conclude appropriate agreements related to thecontribution of the ZCP to the Subsidiary in exchange for the newlycreated shares.

§ 3

The General Meeting herebydetermines that the disposal of the ZCP to the Subsidiary (i.e. theconclusion of a contribution-in-kind agreement) should take place nolater than 18 months from the date of adoption of this resolution."

"ResolutionNo. [...]

on granting consent to thedisposal of an organized part of the enterprise to a subsidiary of theCompany dedicated to conducting accounting, bookkeeping, finance andtaxation activities, as well as management and financial reporting

Pursuant to art. 393.3) of theCommercial Companies Code, it is resolved as follows:

§ 1

1._#160;_#160;_#160;1._#160;_#160;_#160;The General Meetinghereby resolves to grant consent to the disposal of an organized part ofthe enterprise consisting of a set of tangible and intangible assetsintended for provision of support to the Company and companies from theAgora capital group in the areas of accounting, bookkeeping, finance andtaxation, and management and financial reporting ("ZCP") for the benefitof a capital company in which the Company is entitled, directly orindirectly, to 100% of the share capital at the time of disposal of theZCP (the _quot;Subsidiary_quot;), in exchange for shares in the Subsidiary.2._#160;_#160;_#160;_#160;_#160;_#160;ZCP comprises ofall tangible and intangible assets (including workplace within themeaning of Article 231of the Labor Code, as well as therights and obligations under contracts with individuals providingservices for the benefit of ZCP) intended to carry out activitiesconsisting, in particular, of:

1)_#160;_#160;_#160;_#160;_#160;accounting andbookkeeping services of the Company and companies from the Agora capitalgroup;

2)_#160;_#160;_#160;_#160;_#160;tax service, inparticular, the correct calculation of taxes, preparation of returns andpayment of public receivables to the Company and companies from theAgora capital group;

3)_#160;_#160;_#160;_#160;_#160;preparation ofinformation and reports internally as well as required by law for thepurposes of the Company and companies from the Agora capital group;

4)_#160;_#160;_#160;_#160;_#160;controllingservices of the Company and companies from the Agora capital group;

5)_#160;_#160;_#160;_#160;_#160;banking servicesand liquidity management of the Company and companies from the Agoracapital group;

6)_#160;_#160;_#160;_#160;_#160;debt collectionservices of the Company and companies from the Agora capital group

§ 2

The General Meeting herebyauthorizes the Management Board of the Company to take all actionsnecessary to dispose of the ZCP within the meaning and on the termsdescribed in this resolution, in particular to:

1)_#160;_#160;_#160;1)_#160;_#160;determine adetailed catalog of tangible and intangible assets of the ZCP andliabilities to be assumed by the Subsidiary;

2)_#160;_#160;_#160;_#160;2)_#160;determine the valueof the ZCP as an in-kind contribution made by the Company to theSubsidiary (including liabilities);

3)_#160;_#160;_#160;_#160;3)_#160;determine thenumber and nominal value of shares to be acquired by the Company in theSubsidiary in exchange for a contribution in kind in the form of the ZCP;

4)_#160;_#160;_#160;_#160;_#160;4)take steps toobtain, where required, the consent of the contractors to transfer tothe Subsidiary the rights or obligations arising from the agreementsrelated to the operation of the ZCP;

5)_#160;_#160;_#160;_#160;_#160;5)to take such otherfactual and legal actions as may be necessary to carry out thisresolution, including to conclude appropriate agreements related to thecontribution of the ZCP to the Subsidiary in exchange for the newlycreated shares.

§ 3

"ResolutionNo. [...]

on granting consent to thedisposal of an organized part of the enterprise to a subsidiary of theCompany dedicated to the maintenance, use and enjoyment of the Company'sreal estate

Pursuant to art. 393.3) of theCommercial Companies Code, it is resolved as follows:

§ 1

1._#160;_#160;_#160;1._#160;_#160;_#160;The General Meetinghereby resolves to grant consent to the disposal of an organized part ofthe enterprise consisting of a set of tangible and intangible assetsintended for the maintenance, use and enjoyment of the Company's realestate located in Warsaw, at 8/10 Czerska Street and for maintenance ofthe fleet of Company's and Company subsidiaries' cars ("ZCP") for thebenefit of a capital company in which the Company is entitled, directlyor indirectly, to 100% of the share capital at the time of disposal ofthe ZCP (the _quot;Subsidiary_quot;), in exchange for shares in the Subsidiary.

2._#160;_#160;_#160;_#160;_#160;_#160;ZCP comprises ofthe real estate of the Company located in Warsaw, at 8/10 Czerska Street("Real estate") and all other tangible and intangible assets (includingworkplace within the meaning of Article 231of the LaborCode, as well as the rights and obligations under contracts withindividuals providing services for the benefit of ZCP) intended to carryout activities consisting, in particular, of:

1)_#160;_#160;_#160;_#160;_#160;maintenance of theReal estate through the provision of its utilities (excludingtelecommunications and IT services) and handling of the use of the Realestate, i.a., reception services, office services, physical securityservices, cleaning services, video surveillance, etc.;

2)_#160;_#160;_#160;_#160;_#160;use of the Realestate by giving it in part or in whole for use, whether for a fee orfree of charge, to the Company, the capital group companies or thirdparties for the purpose of carrying out the activities of these entities;

3)_#160;_#160;_#160;_#160;_#160;use of the Realestate by giving part of it for use, whether for a fee or free ofcharge, to the Company, the capital group companies or third parties forthe purpose of organizing events;

4)_#160;_#160;_#160;_#160;_#160;use of the Realestate on its own, including for business activities, including but notlimited to catering.

§ 2

The General Meeting herebyauthorizes the Management Board of the Company to take all actionsnecessary to dispose of the ZCP within the meaning and on the termsdescribed in this resolution, in particular to:

1)_#160;_#160;_#160;_#160;1)_#160;determine adetailed catalog of tangible and intangible assets of the ZCP andliabilities to be assumed by the Subsidiary;

2)_#160;_#160;_#160;_#160;2)_#160;determine the valueof the ZCP as an in-kind contribution made by the Company to theSubsidiary (including liabilities);

3)_#160;_#160;_#160;3)_#160;_#160;determine thenumber and nominal value of shares to be acquired by the Company in theSubsidiary in exchange for a contribution in kind in the form of the ZCP;

4)_#160;_#160;_#160;_#160;_#160;4)take steps toobtain, where required, the consent of the contractors to transfer tothe Subsidiary the rights or obligations arising from the agreementsrelated to the operation of the ZCP;

5)_#160;_#160;5)_#160;_#160;_#160;to take such otherfactual and legal actions as may be necessary to carry out thisresolution, including to conclude appropriate agreements related to thecontribution of the ZCP to the Subsidiary in exchange for the newlycreated shares.

§ 3

Statementof grounds for the draft resolutions Nos. [...] prepared by the ManagementBoard of Agora_#160;S.A.

Management Board of Agora S.A.("Company") has presented the General Meeting ("GM") with resolutions ongranting consent to the sale to subsidiaries of organized parts of theCompany's enterprise intended for carrying out the activities describedin the resolutions.

Submission of resolutions to theGM is related to the reorganization of the Agora Capital Group ("AgoraCG", "Group") considered by the Management Board of the Company. Thisreorganization consisting of separation form the Company of particularbusiness segments operating within the Company (Gazeta.pl, GazetaWyborcza, Agora Publishing House) and supporting segments -backoffice(IT, HR, Administration, Finances).

The reorganization considered bythe Management Board of the Company shall consist of disposal by theCompany of organized parts of the enterprise (i.e. the abovementionedbusiness lines and supporting segments) for the benefit of capitalcompanies in which the Company shall be entitled, directly orindirectly, to 100% of the share capital at the time of disposal, inexchange for shares in those subsidiaries. The proposed structure forseparating the various business lines was preceded by a legal, tax andfinancial analysis from which it follows that the adopted concept allowsfor the Group to maintain its current shape (where Agora S.A. controlsall companies within the Group), with a relatively low cost of carryingout the reorganization process, and provides a broad succession oftangible and intangible assets assigned to individual businesses (thesuccession of liabilities will take place on the basis of the consentsof contractors).

The reorganization is aimed atstrategically changing the Group's business management principles,including, in particular, unifying them. Currently, two models ofbusiness management may be distinguished: (i) indirect management by theCompany's Management Board of businesses operating through subsidiaries(Outdoor Advertising, Radio), the business leaders of which are at thesame time members of management boards of a given company, and (ii)direct management by the Company's Management Board of business linesand supporting segments operating within the Company (including: IT, HR,Digital and Printed Press, Publishing House), where business leaders arenot members of the Company's Management Board responsible for theCompany's activities. Such differentiation of management models within acapital group results in different levels of responsibility,self-reliance and freedom of management of leaders of particularbusiness.

Management Board's observation ofbusiness operations under the two aforementioned management modelsindicates that the model of indirect management by the Management Boardof the Company is more optimal - it influences the growth of the senseof self-reliance, entrepreneurship, responsibility of executives for thebasic aspects related to a given business (including for strategyimplementation, performance, internal organization and legal or laborissues). The proposed change aims at unification of the managementprinciples within the Group in such a way that the managers of allbusinesses and support segments in the Group operate under the sameprinciples of full responsibility for the implementation of thestrategy, results, team and operations of their business.

The changes described above willalso result in optimization of the Company's Management Board's tasks.The transfer of duties and full operational responsibility forindividual businesses and support segments to the heads of thesebusinesses or segments will allow the Management Board to fully focusits activities on tasks related to the development and implementation ofthe Group's strategy and the development and enhancement of the Group'svalue. As part of its responsibilities, the Company's Management Boardwill determine the goals and long-term strategies of the subsidiaries,oversee their implementation, and supervise significant events andtransactions related to individual subsidiaries. The Management Boardwill also create mechanisms, rules and standards to improve cooperationamong the Group's subsidiaries, so as to obtain and maintain thegreatest possible benefits from cooperation and synergies among theGroup's entities.

The unification of the use ofresources gathered in the companies created from theback officedepartments will enable further cost and operational optimization of theGroup by introducing unified standards for all Group companies in theareas of, among others, HR, Finance, IT, etc.

In addition to the argumentspresented above in favor of the reorganization, the separation is alsobeneficial on a financial level. Separating individual businesses andsegments and transferring them to the Company's subsidiaries will makeit easier to assess their financial condition and profitability, allowfor greater transparency of settlements between individualbusinesses/segments, and for clear assignment of assets to specificbusiness lines. The reorganization may also have a positive impact onoptimizing the costs of the businesses' operations - the managementboards of the subsidiaries will be able to adjust their overhead coststo the nature of their operations. Previously, the Company's overheadcosts had to meet the needs of all businesses within the Company, whichcould result in excessive overhead costs for some businesses.

Separation of business lines intoseparate capital companies will make it easier to attract new businesspartners and investors interested in cooperation in a particular line ofbusiness, in particular by allowing differentiated capital structures tobe applied to individual businesses. This process will also make iteasier to assess the value and health of the individual businessescurrently operating within the Company.

Legal justification