Agora S.A. with its registered seat at Warsaw ("Company"), in connection with wording of the draft resolution of the General Meeting of Agora convened for June 26, 2023 on amending the Company's Statutes and wording of resolutions of the Extraordinary General Meeting convened for March 1, 2023, adopted on March 27, 2023 on granting consent to the disposal of organized parts of the enterprise to a subsidiary of the Company dedicated to:
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- operate Agora Publishing House;
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- maintenance of gazeta.pl web portal;
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- operations of Gazeta Wyborcza;
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- running IT services for the Company and companies from Agora capital group;
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- carry out the support in the field of employee, social and social insurance matters for the Company and companies from Agora capital group;
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- conducting accounting, bookkeeping, finance and taxation activities, as well as management and financial reporting;
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- maintenance, use and enjoyment of the Company's real estate located in Warsaw, at 8/10 Czerska Street and for maintenance of the fleet of Company's and Company subsidiaries' cars
(jointly as "Subsidiaries"), hereby undertakes, in case of the lack of the required consent of the Company's General Meeting to:
- (i) voting by the Company during the general meetings of the Subsidiaries on the disposal of an enterprise or organized parts of the enterprise of the Subsidiaries;
- (ii) amending Articles of Associations or Statutes of the Subsidiaries with regard to provisions on restrictions of disposal of shares and enterprise or organized parts of the enterprise of the Subsidiaries
to take all measures to implement the will of the General Meeting of the Company including, i.a., to:
- a) attend, by the representative of the Company, general meetings of the Subsidiaries,
- b) vote "against" resolutions on matters covered in points (i)-(ii) above;
- c) make all subsidiaries of the Company being shareholders of the Subsidiaries vote "against" resolutions on matters covered in points (i)-(ii) above.