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Agora S.A. (AGOD)

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Monday 28 November, 2005

Agora S.A.

EGM Statement: Draft Resolutions


Draft resolutions of the EGM on December 19, 2005

The Management Board of Agora SA hereby announces draft resolutions, which the
Management Board intends to submit to the Extraordinary General Meeting of
Shareholders convened for 19 December 2005:

Resolution no.1

 1. Pursuant to Art. 385 § 1 of the Polish Commercial Companies Code as well as
    the stipulations of § 20 item 1. and § 21 item 2 of the Company's Statutes,
    the Extraordinary General Meeting of Shareholders hereby resolves to
    appoint Mr. ………………………………to the Supervisory Board of Agora SA.
   
 2. Point 1. of the resolution comes into force on the day of its adoption.
   
Resolution no.2

 1. Pursuant to art. 385 § 1 of the Polish Commercial Companies Code as well as
    the stipulations of § 18 item 2, § 20 item 1. and § 21 item 2 of the
    Company's Statutes, the Extraordinary General Meeting of Shareholders
    hereby resolves to appoint Mr. ………………………………for the chairman of the
    Supervisory Board of Agora SA.
   
 2. Point 1. of the resolution shall come into force following the day of the
    Annual General Meeting of Shareholders convened to adopt the Company's
    financial statements for the year 2005.
   
Resolution no.3

According to § 37 section 2 of the Company's Statutes, the Extraordinary
General Meeting of Shareholders creates the reserve capital to account for non
- cash expense related to stock incentive plans. According to IFRS 2, the
reserve capital shall include the increase in the Company's equity by the fair
value of financial instruments granted as a part of incentive plans related to
Agora's shares.


                                                                                                        

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