AGORA SA Agora S.A. announces offer to buy-back shares

The Management Board of Agora S.A. with its seat in Warsaw ("the Company", "Agora") hereby announces the offer to purchase no more than 2,779,970 shares of the Company constituting no more than 5.46% of the Company's share capital ("Offer").The Offer was announced in relation to execution of the share buyback program subject to the rules specified in the resolution no. 7 of the Ordinary General Meeting of Shareholders on June 24th, 2014 on adoption of the Program. The resolution was published as a regulatory filing no 20/2014 dated June 24, 2014. All shareholders of the Company are entitled to participate in the Offer. Within the Offer, the Company shall purchase no more than 2,779,970 shares, however no more than 2,500,000 bearer shares traded on Warsaw Stock Exchange and no more than 279,970 registered shares. The offered price for the Share is PLN 12.00. The Company shall spend up to PLN 33.359.640 to finance this Offer. The offers will be accepted since August 25th, 2014 till September 5th, 2014. The settlement of transactions shall take place on September 12th, 2014. The entity intermediating in the execution and settlement of the Offer is Dom Maklerski BZ WBK S.A.The full text of the offer is available on the Company's website www.agora.plDisclaimer: The Offer is not a public tender offer to subscribe for the sale or exchange of shares as referred to in Article 72 and the following of the act dated 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading, and public companies (amended and restated: Journal of Laws of 2013, item 1382, as amended). In particular, the Offer is not subject to Article 77 and 79 of the above Act or the Regulation of the Minister of Finance dated 19 October 2005 regarding the forms of public tender offers to subscribe for the sale or exchange of shares in a public company, the detailed procedures of the announcement thereof, and the conditions of acquiring shares in result of such tender offers (Journal of Laws No. 207, item 1729, as amended). The Offer is also not an offer as defined in Article 66 of the Polish act dated 23 April 1964 - the Civil Code (amended and restated: Journal of Laws of 2014, item 121, as amended). The Offer is not an offer of purchase and does not solicit the sale of any securities in any state where the making of any such offer or soliciting the sale of securities would be illegal or would require any permits, notifications or registration. The Offer document does not constitute investment, legal or tax advice. In any and all matters related with the Offer the investors should consult investment, legal and tax advisors. An entity that responds to the Offer bears all the legal, financial and tax consequences of the investment decisions made thereby. Legal basis: Article 56, section 1.1 of the Act dated 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and public companies (amended and restated: Journal of Laws of 2013, item 1382, as amended).

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