Agora SA

06/12/2019 | Press release | Distributed by Public on 06/12/2019 11:51

18/2019 Appointment of the Supervisory Board for the new term of office

The Management Board of Agora S.A. with its seat in Warsaw (the 'Company') informs, that on the June 12th, 2019 the Annual General Meeting of the Company ('AGM') acting pursuant to the provisions of article 385 § 1 of Commercial Companies Code and pursuant to § 20 and 21 of the Company's Statute appointed:

- Wanda Rapaczynski,

- Andrzej Szlęzak,

- Maciej Wiśniewski

- Tomasz Sielicki,

- Dariusz Formela, and

- Tomasz Karusewicz

to the Company's Supervisory Board for the common three - year term of office which will expire on the day the General Meeting of Shareholders approves the financial statements for the fiscal year 2021.

In addition, the Management Board informs that pursuant to § 18 point 2 of the Company's Statute AGM appointed Mr. Andrzej Szlęzak to the position of the Chairman of the Supervisory Board.

The present composition of the Supervisory Board is following: Mr. Andrzej Szlęzak - chairman of the Supervisory Board, members: Ms Wanda Rapaczynski, Mr. Tomasz Sielicki, Mr. Maciej Wiśniewski, Mr. Dariusz Formela and Mr. Tomasz Karusewicz.

Andrzej Szlęzak

Of Counsel in Sołtysiński, Kawecki & Szlęzak (SK&S) law firm (formely Senior Partner). Andrzej Szlezak joined Soltysinski, Kawecki & Szlezak shortly after its founding in 1991, in 1993 he became a partner. Since 1996 till 2015 he was a senior partner. In SK&S he was engaged in legal services in a number of privatizations and the restructuring processes of various sectors of Polish industry and banking. He supervised numerous merger and acquisition projects, participated in greenfield projects, prepared a large number of transaction documents, and was the author of numerous legal opinions in the field of civil and commercial law. He is an arbitrator of the Court of Arbitration at the Polish Chamber of Commerce and Vice-President of the Council of Arbitration; and was frequently appointed as an arbitrator in disputes brought before the ICC International Court of Arbitration in Paris.

Andrzej Szlezak is the author of numerous publications, including foreign ones, in the field of civil and commercial law.

Andrzej Szlezak received his master's degrees in Law and English Philology at the Adam Mickiewicz University (AMU) in Poznan. In the years 1979-1981, he was a trainee judge at the Regional Court in Poznan. Since 1979, he was a research worker in the Institute of Civil Law AMU, where he received his doctorate and habilitation degree in the field of civil law. In 1994, he was appointed professor of AMU until his departure from the University in 1996. Ph.D. Andrzej Szlezak was a scholarship holder of a number of foreign universities, including the universities of Oxford and Michigan. Currently, ph.d. Andrzej Szlezak is a professor of the University of Social Science and Humanities (SWPS) in Warsaw.

The above activity is not competitive towards the Company's activity. There have been no records concerning Mr. Andrzej Szlezak in the Registry of Insolvent Debtors, kept on the basis of the Act on the National Court Registry.

Wanda Rapaczynski

Associated with Agora almost since its inception. In 1998-2007 and between June 28th, 2013 and March 12th, 2014 served as the CEO of the Management Board. Under her leadership, Agora grew into one of the largest and most best known media companies in Central and Eastern Europe. After resignation from the function of the Company's CEO she remained associated with Agora, as an advisor to the Supervisory Board until her appointment to the supervisory body. Member of Supervisory Board of Agora in 2009-2019.

She represented Agora S.A. in the European Publishers Council and the Polish Confederation of Private Employers LEWIATAN, where she was a member of the main board and a member of the supervisory board of the Polish Private Media and Advertising Employers Confederation.
In 1984-1992, she was the Head of New Product Development in Citibank NA in New York. Previously, for two years she was the director of a research project at the Faculty of Psychology at Yale University, and in 1977-1979 research fellow at Educational Testing Service in Princeton, New Jersey. Her professional career began as a psychology lecturer at universities in New York and Connecticut.

In years 2008-2018, she was a member of the supervisory board of Adecco SA, a Swiss company operating internationally, specialized in recruitment services, where she chairs the Corporate Governance Committee.

For years she was a member of the Council of the Central European University in Budapest, where she chaired its Audit Committee. She was also a member of the International Advisory Council at the Brookings Institution in Washington for many years. Since 2002 she is a member of Polish Group in the Trilateral Commission.

In 1977 she received a Ph.D. in Psychology from City University of New York. A graduate of Yale University, School of Organization and Management, where in 1984 she received a Master of Private & Public Management.

The above activity is not competitive towards the Company's activity. There have been no records concerning Ms Wanda Rapaczynski in the Registry of Insolvent Debtors, kept on the basis of the Act on the National Court Registry.

Maciej Wiśniewski

Maciej Wiśniewski has twenty years of experience in investment management and investment funds. He successfully founded, developed and sold Investors Towarzystwo Funduszy Inwestycyjnych S.A., which was one of the first private investment fund companies on the Polish market. Previously, he was associated with BZ WBK AIB Asset Management and LG Bank. He started his professional career at Raiffeisen Capital and Bank Millennium.

He is the Chairman of the Board of Directors in MacroEquity Global Investments SICAV, the investment fund with it seat in Luxemburg. Maciej Wiśniewski graduated from the Faculty of Finance and Banking at the Warsaw School of Economics and the Faculty of Finance at London Business School.

The above activity is not competitive towards the Company's activity. There have been no records concerning Mr. Maciej Wiśniewski in the Registry of Insolvent Debtors, kept on the basis of the Act on the National Court Registry. He meets the criteria of an independent member of the Supervisory Board.

Tomasz Sielicki

He worked in the Sygnity S.A. (formerly ComputerLand SA) since the company's inception in 1991, and from 1992 to 2005, he served as the President of the Management Board, later for two years he served as the President of the Sygnity Group (formerly ComputerLand Group). He is considered to be the founder of the company's success.

Moreover, he is, inter alia, a member the Information Society Development Foundation, a board member of GESSEL Foundation for the National Museum in Warsaw, Trilateral Commission, as well as a board member of Public Affairs Institute.

The above activity is not competitive towards the Company's activity. There have been no records concerning Mr. Tomasz Sielicki in the Registry of Insolvent Debtors, kept on the basis of the Act on the National Court Registry.

Dariusz Formela

Since September 1, 2018 Board Member of Black Red White S.A., and since December 1, 2018 President of the management Board of the company. In the years 2012-2018, the president of GOBARTO S.A. (formely PKM DUDA S.A.) responsible for development and implementation of the company's strategy. In the years 2009-2012, he was a member of the board of PKM DUDA and CEO of CM Makton S.A. In the years 1998-2008, he worked for the ORLEN Capital Group, where he was also a member of the Management Board of PKN ORLEN and Mazeikiu Nafta responsible, inter alia, for the oversight of the companies of the group and the integration of capital assets. He was also responsible for development and implementation of the restructuring plan in the ORLEN Capital Group.

Dariusz Formela is a graduate of the Law and Administration Faculty at the University of Gdansk. He also obtained an MBA diploma from the University of Bradford and Kozminski University.

The above activity is not competitive towards the Company's activity. There have been no records concerning Mr. Dariusz Formela in the Registry of Insolvent Debtors, kept on the basis of the Act on the National Court Registry. He meets the criteria of an independent member of the Supervisory Board.

Tomasz Karusewicz

A graduate of the University of Szczecin, Faculty of Economics and Management - specialization in the field of business management. He also completed post-graduate studies at the Warsaw University of Technology, IT resource management at the Institute of Control and Computation Engineering.

He is also a certified internal auditor and has the competencies to sit on supervisory boards of State Treasury companies.

He has experience and practical knowledge of the operation of business entities, which he gained while working in the field of internal audit, institutional control, supervision and management.

He was also connected, among others with the Ciech Group (in 2006-2008). He was the deputy director of the Corporate Supervision Bureau and later a member of the supervisory board of Ciech S.A. He was also a member of supervisory boards in the Ciech Group companies, i.e. Zakłady Chemiczne Alwernia S.A. and Ciech Polfa Sp. z o.o. In the years 2007-2009 he was employed as the deputy director of the Foreign Investment Office (Business Development Office) at PZU S.A. In the period 2010-2012, he was associated with the Polish Television S.A., first as the deputy director of the Management Board and Corporate Affairs Office, and then the director of the Office of Audit and Internal Control.
In addition, he sat on the supervisory board of i.a. Enea S.A. based in Poznań, IKS Solino S.A., Zakłady Azotowe in Tarnów - Mościce S.A. (currently Grupa Azoty S.A.), ZWiK in Szczecin Sp. z o.o. He also served on the supervisory board and on the management board of PWPW S.A.

In the years 2016-2019 he was again a member and later the chairman of the supervisory board of Grupa Azoty S.A.

From 2016 to 2019, he was associated with the PZU Group. He was appointed a member of the management board of PZU Życie S.A. and the director of the PZU S.A. Group, where he supervised the Information Technology Division and the Operations Division.

The above activity is not competitive towards the Company's activity. There have been no records concerning Mr. Tomasz Karusewicz in the Registry of Insolvent Debtors, kept on the basis of the Act on the National Court Registry. He meets the criteria of an independent member of the Supervisory Board.