agora group semi-annual report - gazeta.plbi.gazeta.pl/im/7/18554/m18554417.pdfagora group...

AGORA GROUP SEMI-ANNUAL REPORT

for the six month period ended 30 June 2015

Warsaw, August 14, 2015

SEMI-ANNUAL REPORT INCLUDES:

1. Management Discussion and Analysis for the first half of 2015 to the financial statements.

2. Independent Auditors’ Report on review of condensed semi-annual consolidated financial statements for

six month period ended 30 June 2015.

3. Condensed semi-annual consolidated financial statements as at 30 June 2015 and for six month period

ended thereon.

4. Condensed interim consolidated financial statements as at 30 June 2015 and for three and six month period

ended thereon.

5. Independent Auditors’ Report on review of condensed semi-annual unconsolidated financial statements for

six month period ended 30 June 2015.

6. Condensed semi-annual unconsolidated financial statements as at 30 June 2015 and for six month period

ended thereon.

7. Condensed interim unconsolidated financial statements as at 30 June 2015 and for three and six month

period ended thereon.

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AGORA GROUP

Management

Discussion and

Analysis for

the first half of 2015

to the financial

statements

August 14, 2015


AGORA GROUP

Management Discussion and Analysis for the first half of 2015 to the financial statements

translation only

TABLE OF CONTENTS

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) OF THE GROUP’S RESULTS FOR THE FIRST HALF OF 2015 ......... 4

I. IMPORTANT EVENTS AND FACTORS WHICH INFLUENCE THE FINANCIALS OF THE GROUP ..................................... 4

II. EXTERNAL AND INTERNAL FACTORS IMPORTANT FOR THE DEVELOPMENT OF THE GROUP ................................. 6 1. EXTERNAL FACTORS ............................................................................................................................................... 6 1.1 Advertising market [3] ........................................................................................................................................ 6 1.2 Copy sales of dailies [4] ...................................................................................................................................... 7 1.3 Cinema admissions [10] ...................................................................................................................................... 7

2. INTERNAL FACTORS ................................................................................................................................................ 8 2.1. Revenue ............................................................................................................................................................. 8 2.2. Operating cost ................................................................................................................................................. 10

3. PROSPECTS ........................................................................................................................................................... 11 3.1. Revenue ........................................................................................................................................................... 11

3.1.1. Advertising market[3] .......................................................................................................................... 11 3.1.2 Copy sales ............................................................................................................................................. 11 3.1.3. Ticket sales ........................................................................................................................................... 11

3.2 Operating cost .................................................................................................................................................. 11 3.2.1 Costs of external services...................................................................................................................... 11 3.2.2 Staff cost ............................................................................................................................................... 12 3.2.3 Promotion and marketing cost ............................................................................................................. 12 3.2.4 Cost of raw materials and energy ......................................................................................................... 12

III. FINANCIAL RESULTS .............................................................................................................................................. 13 1. THE AGORA GROUP .............................................................................................................................................. 13 2. PROFIT AND LOSS ACCOUNT OF THE AGORA GROUP .......................................................................................... 13 2.1. Financial results presented according to major segments of the Agora Group for the first half of 2015 [1] . 14 2.2. Finance cost, net .............................................................................................................................................. 15

3. BALANCE SHEET OF THE AGORA GROUP ............................................................................................................. 15 3.1. Non-current assets .......................................................................................................................................... 15 3.2. Current assets .................................................................................................................................................. 15 3.3. Non-current liabilities and provisions .............................................................................................................. 15 3.4. Current liabilities and provisions ..................................................................................................................... 16

4. CASH FLOW STATEMENT OF THE AGORA GROUP ............................................................................................... 16 4.1. Operating activities .......................................................................................................................................... 16 4.2. Investment activities........................................................................................................................................ 16 4.3. Financing activities .......................................................................................................................................... 17

5. SELECTED FINANCIAL RATIOS [5] ......................................................................................................................... 17

IV. OPERATING REVIEW - MAJOR SEGMENTS OF THE AGORA GROUP ..................................................................... 18 IV.A. PRESS [1] .......................................................................................................................................................... 18 1. REVENUE .............................................................................................................................................................. 19 1.1. Copy sales ........................................................................................................................................................ 19

1.1.1. Copy sales and readership of Gazeta Wyborcza [4] ............................................................................. 19 1.1.2. Copy sales of Agora’s magazines ......................................................................................................... 19

1.2. Advertising sales [3] ......................................................................................................................................... 19 1.2.1. Advertising sales of Gazety Wyborcza ................................................................................................. 19 1.2.2. Advertising sales of Metro [3],[4] ........................................................................................................ 20 1.2.3. Advertising sales of Agora’s magazines ............................................................................................... 20

2. COST ..................................................................................................................................................................... 20 3. NEW INITIATIVES .................................................................................................................................................. 21

IV.B. MOVIES AND BOOKS [1] .................................................................................................................................... 22 1. REVENUE [3] ......................................................................................................................................................... 23 2. COST ..................................................................................................................................................................... 24 3. NEW INITIATIVES .................................................................................................................................................. 24


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IV.C. OUTDOOR (AMS GROUP) .................................................................................................................................. 25 1. REVENUE [8] ......................................................................................................................................................... 25 2. COST ..................................................................................................................................................................... 26 3. NEW INITIATIVES .................................................................................................................................................. 26

IV.D. INTERNET [1], [6] ............................................................................................................................................... 27 1. REVENUE .............................................................................................................................................................. 27 2. COST ..................................................................................................................................................................... 28 3. IMPORTANT INFORMATION ON INTERNET ACTIVITIES ....................................................................................... 28 4. NEW INITIATIVES .................................................................................................................................................. 28

IV.E. RADIO ................................................................................................................................................................ 29 1. REVENUE [3] ......................................................................................................................................................... 29 2. COST ..................................................................................................................................................................... 29 3. AUDIENCE SHARES [9] .......................................................................................................................................... 30 4. NEW INITIATIVES .................................................................................................................................................. 30

IV.F. PRINT [1] ............................................................................................................................................................ 31 1. REVENUE .............................................................................................................................................................. 31 2. COST ..................................................................................................................................................................... 31 NOTES....................................................................................................................................................................... 32

V. ADDITIONAL INFORMATION .................................................................................................................................. 35 V.A. INFORMATION CONCERNING SIGNIFICANT CONTRACT ................................................................................... 35 V.B. IMPORTANT EVENTS ......................................................................................................................................... 35 V.C. CHANGES IN CAPITAL AFFILIATIONS OF THE ISSUER WITH OTHER ENTITIES ................................................... 37 V.D. ADDITIONAL INFORMATION ............................................................................................................................. 38 1. Description of the Group...................................................................................................................................... 38 2. Changes in ownership of shares or other rights to shares (options) by Management Board members in the

first half of 2015 and until the date of publication of the report ....................................................................... 38 3. Changes in ownership of shares or other rights to shares (options) by Supervisory Board Members in the first

half of 2015 and until the date of publication of the report .............................................................................. 38 4. Shareholders entitled to exercise over 5% of total voting rights at the General Meeting of Agora S.A., either

directly or through affiliates as of the date of publication of the first half of 2015 ........................................... 38 5. Other information ................................................................................................................................................ 40 6. The description of basic hazards and risk connected with the upcoming months of the current financial year 41

VI. MANAGEMENT BOARD’S REPRESENTATIONS ...................................................................................................... 44 1. Representation concerning accounting policies .................................................................................................. 44 2. Representation concerning election of the Company’s auditor for the Review of the condensed semi-annual

financial statements ........................................................................................................................................... 44


AGORA GROUP


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AGORA GROUP

MANAGEMENT DISCUSSION AND ANALYSIS

(MD&A) OF THE GROUP’S RESULTS

FOR THE FIRST HALF OF 2015

REVENUE PLN 575.6 MILLION

NET PROFIT PLN 4.8 MILLION

EBITDA PLN 59.6 MILLION

OPERATING CASH FLOW PLN 52.8 MILLION

Unless indicated otherwise, all data presented herein represent the period of January - June 2015, while comparisons

refer to the same period of 2014. All data sources are presented in part IV of this MD&A.

I. IMPORTANT EVENTS AND FACTORS WHICH INFLUENCE THE FINANCIALS OF THE

GROUP

� In the second quarter of 2015, the Agora Group’s (“Group”) revenue amounted to PLN 292.8 million and

increased by 8.1% yoy. The highest revenue growth was visible in the Movies and Books — segment’s sales

increased by 30.9% yoy to PLN 71.1 million. The increase in the segment’s revenue was positively affected by

publishing cooperation related to the game The Witcher 3: Wild Hunt, executed by the Special Projects division,

as well as ticket sales and concession sales in cinemas. The segments that also noted high dynamics of revenue

growth included Internet and Radio. The revenues of the Internet segment increased by 17.4% yoy and

amounted to PLN 39.9 million, whereas in Radio segment the sales grew by 17.2% to PLN 27.2 million. In the

second quarter of 2015, the revenues of the Press segment amounted to PLN 80.4 million and were at a similar

level as in the second quarter of 2014. This result was mainly due to a 5.8% increase in copy sales revenues

which partially limited the impact of lower advertising revenues. Outdoor segment noted revenues of PLN 42.3

million which were at a similar level as in the second quarter of 2014. Revenues in the Print segment amounted

to PLN 40.1 million, showing a decrease by 6.7% yoy.

In the first half of 2015, the Group’s revenue amounted to PLN 575.6 million and increased by 9.7% yoy. This

resulted from a positive dynamics in revenues, recorded by the Group both in the first and in the second quarter

of 2015. The increase in the Group’s revenues in the first half of 2015 resulted primarily from the 33.8%

increase in sales of the Movies and Books segment. They resulted mainly from higher revenues from activities of

Special Projects division and from sales of cinema tickets to Helios cinema network. The Internet segment was

another segment that noted high dynamics of revenue growth. In the first half of 2015, the total revenues of the

segment amounted to PLN 71.7 million and increased by 18.1% yoy. Revenues of the Radio segment also

increased dynamically — by 17.9% yoy — and amounted to PLN 48.7 million. In the first half of 2015, revenues

of the Outdoor segment also increased and amounted to PLN 74.1 million. Total revenues in the Press segment

were only slightly lower yoy and amounted to PLN 148.7 million, mainly due to lower advertising sales.

Revenues in the Print segment declined by 5.3% yoy and amounted to PLN 81.1 million.

� In the second quarter of 2015, the Group’s operating cost increased by 6.8% yoy and amounted to PLN 289.2

million. The highest cost growth — by 32.6% yoy to PLN 75.2 million — was recorded in the Movies and Books

segment. It resulted mainly from higher costs related to activities of the Special Projects, including amortisation

of the co-production contribution of the game The Witcher 3: Wild Hunt and payments for the producer of the

game. In the Internet segment, the growth of operating cost up to the amount of PLN 32.2 million was related

mainly to the development of the advertising brokerage offer. The increase in operating cost in the Radio

segment up to the amount of PLN 23.0 million is mainly related to higher cost of air time purchase in the third


AGORA GROUP


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party radio stations due to the brokerage activities undertaken in the segment as well as the commencement of

cinema advertising brokerage services since the beginning of 2015. The increase in operating cost in the Press

segment by 3.1% yoy was connected with increased promotional activity, as well as increase in staff cost. A

significant reduction in operating cost was visible in the Print segment (decrease by 8.1% yoy) due to, among

other things, lower yoy volume of production in coldset technology and in the Outdoor segment (decrease by

9.7% yoy) owing to the reduction in most items of the segment’s operating costs.

In the first half of 2015, the Group’s operating cost increased by 6.6% yoy and amounted to PLN 569.5 million.

The highest increase in operating costs — by 27.9% yoy to PLN 156.7 million — was visible in the Movies and

Books segment. It was related mainly to the amortisation of the co-production contribution of the game The

Witcher 3: Wild Hunt, payments for the producer of the game and higher cost of film copy purchase. In the first

half of 2015, operating costs of the Internet segment increased by 21.3% yoy to PLN 61.0 million. This resulted

mainly from higher costs related to brokerage of advertising on space of other Internet publishers, as well as

higher staff cost. Higher cost in the Press segment — amounting to PLN 141.2 million in the first half of 2015 —

was related mainly to higher number of Gazeta Wyborcza’s editions in dual priced offer, as well as increased

staff cost. The increase in operating cost in the Radio segment up to the amount of PLN 44.3 million resulted

mainly from a higher cost of air time purchase in the third party radio stations due to the brokerage activities

undertaken in the segment and the commencement of cinema advertising brokerage services since the

beginning of 2015, as well as increase in staff cost. A significant reduction in operating cost was visible in the

Print segment (decrease by 8.4% yoy) due to, among other things, lower yoy volume of production in coldset

technology and in the Outdoor segment (decrease by 9.8% yoy) owing to the reduction in most items of the

segment’s operating costs.

� In the second quarter of 2015, the Group’s EBITDA increased to PLN 33.7 million, and in the first half of 2015 —

to PLN 59.6 million. Both in the second quarter and in the first half of 2015, the Group noted a positive

operating result at the EBIT level. In the second quarter of 2015, it amounted to PLN 3.6 million, and in the first

half of 2015 — to PLN 6.1 million. In both periods this result was higher than in 2014. In the second quarter of

2015, the net profit amounted to PLN 3.5 million and the net profit attributable to the equity holders of the

parent company amounted to PLN 3.8 million. In the first half of 2015, the net profit amounted to PLN 4.8

million and the net profit attributable to the equity holders of the parent company stood at PLN 3.6 million.

� At the end of June 2015, the Group’s cash and short-term monetary assets amounted to PLN 101.1 million,

which comprised cash and cash equivalents in the amount of PLN 25.2 million and PLN 75.9 million invested in

short-term securities. Additionally, the Group has had a cash receivable of PLN 37.6 million deposited by the

subsidiary AMS S.A. as a cash collateral securing the bank guarantees issued in relation to the concession

contract for construction and utilization of bus shelters in Warsaw (of which PLN 21.6 million is presented within

long-term receivables).

� At the end of June 2015, the Group’s debt amounted to PLN 86.2 million (including external debt of Helios group

consisting of bank credits and finance lease liabilities in the amount of PLN 80.1 million).


AGORA GROUP


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II. EXTERNAL AND INTERNAL FACTORS IMPORTANT FOR THE DEVELOPMENT

OF THE GROUP

1. EXTERNAL FACTORS

1.1 Advertising market [3]

According to the Agora S.A. estimates (“Company, “Agora”), based on public data sources, in the second quarter of

2015, total advertising spending in Poland amounted to almost PLN 2.1 billion and increased by 2.5% yoy.

Tab. 1

2Q 2013 3Q 2013 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 1Q 2015 2Q 2015

% change

yoy in ad

market

value

(7.0%) (3.5%) (2.0%) 2.0% 2.5% 4.5% 3.0% 4.5% 2.5%

In the second quarter of 2015 advertisers increased advertising expenditure in radio, internet, television, and in

cinema. They spent less in press and in outdoor. The data relating to the changes in the value of advertising

expenditure in particular media segments are presented in the table below:

Tab. 2

Total

advertising

expenditure

Television Internet Magazines Radio Outdoor Dailies Cinema

2.5% 3.0% 8.0% (10.0%) 8.0% (1.0%) (10.5%) 1.5%

The share of particular media segment in total advertising expenditure, in the second quarter of 2015, is presented

in the table below:

Tab. 3

Advertising

spendings, in

total


100.0% 53.0% 22.0% 7.0% 7.5% 6.0% 3.5% 1.0%

In the first half of 2015, total advertising spending in Poland amounted to ca PLN 3.8 billion and increased by 3.5%

yoy. At that time, advertisers limited their expenditure only in press. The growth of advertising expenditure was

visible in other advertising market segments. The data relating to the changes in the value of advertising expenditure

in particular media segments are presented in the table below:

Tab. 4

Total

advertising

expenditure


3.5% 3.5% 9.0% (9.5%) 11.0% 1.0% (10.5%) 3.0%


AGORA GROUP


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The share of particular media segment in total advertising expenditure, in the first half of 2015, is presented in the

table below:

Tab. 5

Advertising

spendings, in

total


100.0% 52.5% 22.5% 6.5% 8.0% 6.0% 3.5% 1.0%

1.2 Copy sales of dailies [4]

In the second quarter of 2015, the total paid circulation of dailies decreased by 6.9% yoy. The largest decrease was

observed in regional dailies.

In the first half of 2015, the drop in total paid circulation of dailies in Poland amounted to 7.3%. The largest decrease

was observed in regional dailies.

1.3 Cinema admissions [10]

In the second quarter of 2015, the number of tickets sold in Polish cinemas increased by almost 3.3% yoy and

amounted to 7.6 million.

In the first half of 2015, the number of tickets sold in Polish cinemas increased by almost 11.5% yoy to 21.5 million

tickets.


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2. INTERNAL FACTORS

2.1. Revenue

Tab. 6

in million PLN 2Q 2015 % share 2Q 2014 % share % change yoy

Total sales (1) 292.8 100.0% 270.8 100.0% 8.1%

Advertising revenue 151.5 51.7% 146.3 54.0% 3.6%

Copy sales 35.9 12.3% 32.5 12.0% 10.5%

Ticket sales 26.1 8.9% 24.6 9.1% 6.1%

Printing services 37.7 12.9% 41.1 15.2% (8.3%)

Other 41.6 14.2% 26.3 9.7% 58.2%

in million PLN 1H 2015 % share 1H 2014 % share % change yoy

Total sales (1) 575.6 100.0% 524.8 100.0% 9.7%

Advertising revenue 267.0 46.4% 257.3 49.0% 3.8%

Copy sales 73.5 12.8% 65.6 12.5% 12.0%

Ticket sales 77.0 13.4% 66.1 12.6% 16.5%

Printing services 76.8 13.3% 81.8 15.6% (6.1%)

Other 81.3 14.1% 54.0 10.3% 50.6%

(1) particular sales positions, apart from ticket sales and printing services, include sales of Publishing House and film

activities (co-production and distribution in the Movies and Books segment), described in details in point IV.B in

this report.

In the second quarter of 2015, the Group's total revenues amounted to PLN 292.8 million and increased by 8.1%

yoy.

In the second quarter of 2015, the Group’s advertising revenues increased by 3.6% yoy and amounted to PLN 151.5

million. The largest growth in advertising revenues was reported in the Internet segment. Revenues in the Radio

segment also increased.

In the second quarter of 2015, the Group’s copy sales revenues amounted to PLN 35.9 million and increased by

10.5% yoy. This resulted mainly from higher sales of Agora’s Publishing House (part of Special Projects division), i.a.,

the sales of the movie Bogowie on DVD and 5.8% yoy higher copy sales revenues in the Press segment, related

mainly to the increase in sales of Gazeta Wyborcza due to a greater number of issues of the newspaper in the dual

price offer, revenues from digital distribution of the newspaper, as well as copy price increase introduced in October

2014.

In the second quarter of 2015, revenues from tickets sold in the cinemas composing the Helios network increased

by 6.1% yoy and amounted to PLN 26.1 million. During the analysed period, over 1.5 million tickets were purchased

in Helios cinemas (up by 1.6% yoy). During this time, the number of tickets sold to cinemas in Poland amounted to

nearly 7.6 million and increased by nearly 3.3% [10].

In the second quarter of 2015, revenues from the sales of printing services in the Group amounted to PLN 37.7

million and decreased by 8.3% yoy, due to, among other things, the discounting pressure and lower volume of

coldset production.


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Revenues from other sales amounted to PLN 41.6 million and increased by 58.2% yoy. The amount of other sales

was positively influenced mainly by revenues related to the co-production and distribution of the game The Witcher

3: Wild Hunt, amounting to PLN 14.9 million.

In the first half of 2015, the Group's total revenues amounted to PLN 575.6 million and increased by 9.7% yoy.

In the first half of 2015, the Group’s advertising revenues increased by 3.8% yoy and amounted to PLN 267.0

million. The largest growth in advertising revenues was reported in the Internet segment. Advertsing revenues in the

Radio, Outdoor and Movies and Books segments also increased.

In the first half of 2015, the Group’s copy sales revenues amounted to PLN 73.5 million and increased by 12.0% yoy.

This resulted from higher sales of Agora’s Publishing House (part of Special Projects division), i.a., the sales of the

movie Bogowie on DVD and 5.5% yoy higher copy sales revenues in the Press segment, related mainly to the

increase in sales of Gazeta Wyborcza due to greater number of issues of the newspaper in the dual price offer,

revenues from digital distribution of the newspaper, as well as copy price increase introduced in October 2014.

In the first half of 2015, revenues from tickets sold in the cinemas composing the Helios network increased by

16.5% and amounted to PLN 77.0 million. During the analysed period, 4.4 million tickets were purchased in Helios

cinemas (up by 13.5% yoy). During this time, the number of tickets sold to cinemas in Poland amounted to 21.5

million and increased by almost 11.5% [10].

In the first half of 2015, revenues from the sales of printing services in the Group amounted to PLN 76.8 million and

decreased by 6.1% yoy, due to, among other things, the discounting pressure and lower volume of coldset

production.

Revenues from other sales amounted to PLN 81.3 million and increased by 50.6% yoy. The amount of other sales

was positively influenced by revenues related to the co-production and distribution of the game The Witcher 3: Wild

Hunt, amounting to PLN 14.9 million, growing revenues from film activities (film co-production and distribution) as

well as concession sales in cinemas.


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2.2. Operating cost

Tab. 7

in million PLN 2Q 2015 % share 2Q 2014 % share % change yoy

Operating cost net, including: (289.2) 100.0% (270.8) 100.0% 6.8%

External services (94.9) 32.8% (84.3) 31.1% 12.6%

Staff cost (79.8) 27.6% (76.7) 28.3% 4.0%

Raw materials, energy and consumables (54.0) 18.7% (58.6) 21.6% (7.8%)

D&A (30.1) 10.4% (24.1) 8.9% 24.9%

Promotion and marketing (20.6) 7.1% (18.0) 6.6% 14.4%

in million PLN 1H 2015 % share 1H 2014 % share % change yoy

Operating cost net, including: (569.5) 100.0% (534.4) 100.0% 6.6%

External services (190.2) 33.4% (169.9) 31.8% 11.9%

Staff cost (156.3) 27.4% (149.6) 28.0% 4.5%

Raw materials, energy and consumables (109.6) 19.2% (118.2) 22.1% (7.3%)

D&A (53.5) 9.4% (47.9) 9.0% 11.7%

Promotion and marketing (39.5) 6.9% (31.2) 5.8% 26.6%

Net operating costs of the Group increased by 6.8% yoy in the second quarter of 2015 and amounted to PLN 289.2

million. In the first half of 2015, this increase was 6.6%, up to the amount of PLN 569.5 million.

The increase in the cost of external services recorded both in the second quarter, as well as in the first half of 2015,

resulted, among other things, from payments to the producer of the game The Witcher 3: Wild Hunt, increased costs

of brokerage services in the Internet and Radio segments, increased costs of film activities. Additionally, the costs of

film copy purchase in the Movies and Books segment increased in the first half of 2015. However, rental fees in

selected types of panels in the Outdoor segment decreased in both periods.

The Group’s staff cost increased by 4.0% yoy to PLN 79.8 million in the second quarter of 2015, and by 4.5% yoy to

PLN 156.3 million in the first half of 2015. This cost position grew in most of the Group's operating segments. The

segment in which the staff cost was lower yoy in both periods was the Outdoor segment. The reduction of this cost

position in the Outdoor segment resulted from the group lay-offs process, carried out by AMS in the second half of

2014.

The increase in this cost position in the Press segment resulted mainly from cost of development initiatives. In the

Internet segment, the increased staff cost resulted from higher costs of civil law agreements and an increase in fixed

remuneration. Higher staff cost in the Radio segment is connected with the strengthening of the sales force, and in

the Movies and Books segment — with the development of the Helios network.

The Group’s headcount at the end of June 2015 amounted to 3,033 full time employees and decreased by 59 FTEs

yoy. This reduction results from a lower yoy level of employment in the Outdoor segment, in supporting divisions

and in the Internet segment. An increase in headcount was reported in the Radio segment, as well as Movies and

Books segment, and resulted mainly from development projects and strengthening of the sales force.

The Group offers its employees different incentive plans (for example: cash motivation plans, incentive plans in sales

departments, etc.), whose cost is charged to the Group’s staff cost position. Since the third quarter of 2013, the

Group’s operating result is burdened quarterly by the accrued cost of Three-Year-Long Incentive Plan for the

Management Board members for the period of 2013–2015 (described in note 5 to the condensed semi annual


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consolidated financial statements of the Group). In the second quarter of 2015 the cost of this plan was at PLN 1.1

million, and in the first half of 2015 — at PLN 1.8 million.

The decrease in the cost of raw materials, energy and consumables, recorded in the second quarter and first half of

2015 yoy, results mainly from a lower yoy volume of printing services in the coldset technology.

The Group's cost of promotion and marketing increased in the second quarter of 2015 by 14.4% yoy to PLN 20.6

million. This resulted from more intense promotional activity in the Press and Internet segments. In the remaining

operating segments of the Group, cost of promotion and marketing was reduced. In the first half of 2015, this cost

position increased by 26.6% yoy to PLN 39.5 million. This resulted from more intense promotional activity in the

Press, Movies and Books and Internet segments. The cost of promotion and marketing was reduced in the Radio and

Outdoor segments.

3. PROSPECTS

3.1. Revenue

3.1.1. Advertising market[3]

In the second quarter of 2015, the advertising market in Poland increased by 2.5% yoy. Advertisers spent almost PLN

2.1 billion yoy to promote their products and services. In the first half of 2015, the total amount of expenditure on

advertising increased by 3.5% and amounted to ca PLN 3.8 billion.

The Company maintains its estimates regarding the possible dynamics of advertising expenditure in 2015 at the level

of 2-4%. Taking into account positive signals coming from Polish economy and the growth of advertising expenditure

in the first half of 2015, which was higher than expected, Agora does not exclude that the value of expenditure for

advertising in Poland may be close to a higher value of the estimated growth range.

3.1.2 Copy sales

In 2015, negative trends relating to copy sales of dailies and magazines in their print versions shall continue,

however their dynamics should be lower than in previous years. The Company develops the sales of its digital

content. In the beginning of 2014, Agora implemented a new model of access to the digital content of Gazeta

Wyborcza and a digital subscription offer. In the Company's opinion, such activities, together with other factors, will

stabilize the Press segment's financial results in the long term.

3.1.3. Ticket sales

The most significant factor affecting attendance in Polish cinemas is the repertoire. Based on the available

information, the number of tickets sold in Polish cinemas in the first half of 2015 amounted to 21.5 million, which

means an increase by 11.5% yoy [10]. Results for the first half of 2015 and the repertoire for the rest of the current

year allow the Company to estimate that the cinema attendance in the entire 2015 may be similar to or slightly

higher than the one observed in 2014.

3.2 Operating cost

In 2015, the Group is planning to execute development projects in selected business segments, which may result in

an increase of operating cost. Segments with the largest projects to be executed include: Internet, Radio, Outdoor as

well as Movies and Books. The Group's growing engagement in production and film distribution activities may

influence both revenues and operating cost.

3.2.1 Costs of external services

The cost of external services will largely depend on the cost of brokerage services - in particular in the Internet and

Radio segments, costs of film copy purchase related directly to the level of revenues from the cinema ticket sales

and the EUR/PLN exchange rate. In addition, the increase of this cost position will be caused by opening of new

cinema facilities planned for 2015, fees for movie producers related to Group’s movie distribution business and

execution of other development projects.


AGORA GROUP


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3.2.2 Staff cost

The staff cost shall increase yoy due to execution of development projects in the Group. In the Internet segment, the

increase in staff cost may be connected mainly with a development of selected websites of Gazeta.pl and mobile

applications, and strengthening the sales force teams. In the Movies and Books segment, this increase will be

connected with expanding of the Helios network with new facilities and other development activities.

3.2.3 Promotion and marketing cost

In first half of 2015, the promotion and marketing cost was higher by 26.6% yoy. In the remaining quarters of 2015,

the Agora Group plans further development activities, which also include promotional activities. The dynamics of the

changes in individual media, the number of launched development projects, including film co-production and

distribution activity, as well as market activities and projects of the Group’s competitors may affect the level of these

expenses. Considering the above factors, the Company estimates that in 2015 this cost position may be higher yoy.

3.2.4 Cost of raw materials and energy

In the first half of 2015, the value of this cost position decreased by 9.6% yoy. According to the Group's opinion, the

level of this cost position in the rest of 2015 will be shaped by similar market trends. The Group’s Print segment has

the largest impact on this cost position, especially the cost of production materials, the volume of production and

EUR/PLN exchange rate.


AGORA GROUP


translation only

III. FINANCIAL RESULTS

1. THE AGORA GROUP

The consolidated financial statements of the Agora Group for the first half of 2015 include: Agora S.A., Agora

Poligrafia Sp. z o.o., AMS S.A. group (“AMS group”), Agora TC Sp. z o.o., Trader.com (Polska) Sp. z o.o., AdTaily Sp. z

o.o., Sport4People Sp. z o.o., Sir Local Sp. z o.o., TV Zone Sp. z o.o. (since September 10, 2014), 6 subsidiaries of the

radio business, Helios S.A. and Next Film Sp. z o.o. operating in the cinema business. Additionally, the Group held

shares in a jointly controlled entity Stopklatka S.A. (since March 12, 2014) as well as in associated companies

GoldenLine Sp. z o.o., Online Technologies HR Sp. z o.o., Instytut Badan Outdooru IBO Sp. z o.o. and Hash.fm Sp. z

o.o. (since July 18, 2014).

A detailed list of companies of the Agora Group is presented in the note 12 and selected financial data together with

translation into EURO are presented in note 19 to the condensed semi-annual consolidated financial statements.

2. PROFIT AND LOSS ACCOUNT OF THE AGORA GROUP

Tab. 8

in PLN million 2Q 2015 2Q 2014 % change

yoy 1H 2015 1H 2014

% change

yoy

Total sales (1) 292.8 270.8 8.1% 575.6 524.8 9.7%

Advertising revenue 151.5 146.3 3.6% 267.0 257.3 3.8%

Copy sales 35.9 32.5 10.5% 73.5 65.6 12.0%

Ticket sales 26.1 24.6 6.1% 77.0 66.1 16.5%

Printing services 37.7 41.1 (8.3%) 76.8 81.8 (6.1%)

Other 41.6 26.3 58.2% 81.3 54.0 50.6%

Operating cost net, including: (289.2) (270.8) 6.8% (569.5) (534.4) 6.6%

Raw materials, energy and consumables (54.0) (58.6) (7.8%) (109.6) (118.2) (7.3%)

D&A (30.1) (24.1) 24.9% (53.5) (47.9) 11.7%

External services (94.9) (84.3) 12.6% (190.2) (169.9) 11.9%

Staff cost (79.8) (76.7) 4.0% (156.3) (149.6) 4.5%

Promotion and marketing (20.6) (18.0) 14.4% (39.5) (31.2) 26.6%

Operating result - EBIT 3.6 0.0 - 6.1 (9.6) -

Finance cost, net, incl.: 0.5 0.2 150.0% 0.1 0.3 (66.7%)

Revenue from short-term investment 0.3 1.4 (78.6%) 1.2 3.1 (61.3%)

Interest on bank loans, borrowings,

finance lease and similar items (0.9) (1.9) (52.6%) (2.0) (3.7) (45.9%)

Share of results of equity accounted

investees 0.5 (0.5) - (0.2) (0.8) (75.0%)

Profit/(loss) before income tax 4.6 (0.3) - 6.0 (10.1) -

Income tax (1.1) (1.2) (8.3%) (1.2) (0.4) 200.0%

Profit/(loss) for the period 3.5 (1.5) - 4.8 (10.5) -

Attributable to:

Equity holders of the parent 3.8 (1.0) - 3.6 (10.6) -

Non - controlling interest (0.3) (0.5) (40.0%) 1.2 0.1 1,100.0%

EBIT margin (EBIT/Sales) 1.2% - 1.2pp 1.1% (1.8%) 2.9pp

EBITDA 33.7 24.1 39.8% 59.6 38.3 55.6%

EBITDA margin (EBITDA/Sales) 11.5% 8.9% 2.6pp 10.4% 7.3% 3.1pp


AGORA GROUP


translation only

(1) particular sales positions, apart from ticket sales and printing services, include sales of Publishing House division

and film activities (co-production and distribution in the Movies and Books segment), described in details in point IV.B

in this report.

2.1. Financial results presented according to major segments of the Agora Group for the first

half of 2015 [1]

Major products and services, as well as operating revenue and cost of the Agora Group are presented in detail in

part IV of this MD&A (“Operating review – major segments of the Agora Group”).

Tab. 9

in PLN million Press Movies

and Books Outdoor Internet Radio Print

Matching

positions

(3)

Total

(consoli-

dated)

1H 2015

Total sales (1) 148.7 167.5 74.1 71.7 48.7 81.1 (16.2) 575.6

% share 25.8% 29.1% 12.9% 12.5% 8.5% 14.1% (2.9%) 100.0%

Operating cost net

(1) (141.2) (156.7) (64.7) (61.0) (44.3) (79.5) (22.1) (569.5)

EBIT 7.5 10.8 9.4 10.7 4.4 1.6 (38.3) 6.1

Finance cost, net

0.1

Share of results of

equity accounted

investees

(0.2)

Income tax

(1.2)

Net profit 4.8

Attributable to:

Equity holders of the

parent 3.6

Non-controlling

interest 1.2

EBITDA 12.5 32.0 15.4 13.4 5.8 9.7 (29.2) 59.6

CAPEX (2) (0.7) (11.1) (22.1) (0.7) (1.4) (1.0) (1.3) (38.3)

(1) the amounts do not include revenues and total cost of cross-promotion of Agora’s different media if such

promotion is executed without prior reservation between segments of the Agora Group; the direct variable cost

of campaigns carried out on advertising panels is the only cost that is included above; it is allocated from the Outdoor

segment to other segments;

(2) based on invoices booked in the period, the amount in the Movies and Books segment includes also PLN 4.3

million of non-current assets in lease;

(3) matching positions show data not included in particular segments, i.a.: other revenues and costs of Agora’s

supporting divisions (centralized IT, administrative, HR functions, etc.) and the Management Board of Agora S.A.,

Agora TC Sp. z o.o., intercompany eliminations and other matching adjustments which reconcile the data presented

in the management reports to the consolidated financials of the Agora Group.


AGORA GROUP


translation only

2.2. Finance cost, net

Net financial activities of the Group, in the first half of 2015, were influenced mainly by interest from bank deposits

as well as cost of commissions and interest on the bank loans and lease liabilities.

3. BALANCE SHEET OF THE AGORA GROUP

Tab. 10

in PLN million 30-06-2015 31-03-2015 % change to

31-03-2015 31-12-2014 30-06-2014

Non-current assets 1,123.5 1,138.0 (1.3%) 1,142.8 1,201.1

share in balance sheet total 72.7% 74.7% (2.0pp) 73.4% 74.1%

Current assets 421.1 386.0 9.1% 413.7 419.6

share in balance sheet total 27.3% 25.3% 2.0pp 26.6% 25.9%

TOTAL ASSETS 1,544.6 1,524.0 1.4% 1,556.5 1,620.7

Equity holders of the parent 1,143.9 1,149.4 (0.5%) 1,149.6 1,178.9


Non-controlling interest 16.0 17.0 (5.9%) 15.5 17.6


Non-current liabilities and provisions 109.6 112.6 (2.7%) 116.3 140.2


Current liabilities and provisions 275.1 245.0 12.3% 275.1 284.0

share in balance sheet total 17.8% 16.1% 1.7pp 17.6% 17.5%

TOTAL LIABILITIES AND EQUITY 1,544.6 1,524.0 1.4% 1,556.5 1,620.7

3.1. Non-current assets

The decrease in non-current assets, versus 31 march 2015 and 31 December 2014, resulted mainly from

depreciation and amortisation charges, which were, to some extent, compensated by new investments in property,

plant and equipment and intangibles. Moreover, in the second quarter of 2015, there has been a decrease in long-

term receivables, because part of the cash collateral provided by the subsidiary AMS S.A. was reclassified to the

short term receivables.

3.2. Current assets

The increase in current assets, versus 31 March 2015 and 31 December 2014, results mainly from the increase in

accounts receivable and short-term securities, which were, to some extent, compensated by a decrease in cash and

cash equivalents.

3.3. Non-current liabilities and provisions

The decrease in non-current liabilities and provisions, versus 31 March 2015 and 31 December 2014, stems mainly

from the decrease in long-term borrowings, deferred tax liabilities and accruals.


AGORA GROUP


translation only

3.4. Current liabilities and provisions

The increase in current liabilities and provisions, versus 31 March 2015, stems mainly from the increase in short-

term borrowings and accruals as well as other financial liabilities including mainly factoring liabilities.

The total amount of current liabilities and provisions has not changed since 31 December 2014. During that period

there has been a decrease in accounts payable and short-term borrowings, which was compensated by an increase

in other financial liabilities and accruals.

4. CASH FLOW STATEMENT OF THE AGORA GROUP

Tab. 11


yoy 1H 2015 1H 2014

% change

yoy

Net cash from operating activities 21.5 27.8 (22.7%) 52.8 36.4 45.1%

Net cash from investment activities (58.3) (4.0) 1,357.5% (65.2) (38.1) 71.1%

Net cash from financing activities 2.1 (20.6) - (14.8) (30.0) (50.7%)

Total movement of cash and cash

equivalents (34.7) 3.2 - (27.2) (31.7) (14.2%)

Cash and cash equivalents at the end

of period 25.2 67.9 (62.9%) 25.2 67.9 (62.9%)

As at 30 June 2015, the Agora Group had PLN 101.1 million in cash and in short-term monetary assets, out of which

PLN 25.2 million was in cash and cash equivalents (cash, bank accounts and bank deposits) and PLN 75.9 million in

short-term securities. Additionally, the Group had a cash receivable of PLN 37.6 million deposited by the subsidiary

AMS S.A. as a cash collateral securing the bank guarantees issued in relation to the concession contract for

construction and utilization of bus shelters in Warsaw (out of which PLN 21.6 million is presented within long-term

receivables).

In 2015, Agora S.A. has not been engaged in any currency option instruments or other derivatives (used for hedging

or speculative purposes).

On the basis of the Annex no. 1 to the multi - purpose credit line agreement signed on 26 May 2015 with Bank

Polska Kasa Opieki S.A., Agora S.A. was provided with a time credit of up to PLN 100.0 million, which may be used by

31 May 2016 and with a credit facility in the current account of up to PLN 35.0 million, which may be used by 28 May

2016.

In the first half of 2015, the Company repaid the last installment of the credit line used in previous years.

As at the date of this MD&A report, considering the cash position, the cash pooling system functioning in the Group

and available credit facility as well as the factoring agreement, the Agora Group does not anticipate any liquidity

problems with regards to its further investment plans (including capital investments).

4.1. Operating activities

The increase in net inflow from operating activities, in the first half of 2015, stems mainly from the improvement in

the Group’s result from the main operating activities.

4.2. Investment activities

Net outflow from investing activities, in the first half of 2015, results mainly from expenditure on property, plant and

equipment and intangibles as well as acquisition of short-term securities.


AGORA GROUP


translation only

4.3. Financing activities

In the first half of 2015, the net cash flows from financing activities included mainly repayments of bank loans and

financial lease payments as well as expenditure related to the second stage of the share buy-back program. During

the discussed period the Group also received inflows from bank loans and factoring.

5. SELECTED FINANCIAL RATIOS [5]

Tab.12

2Q 2015 2Q 2014 % change

yoy 1H 2015 1H 2014

% change

yoy

Profitability ratios Net profit margin 1.3% (0.4%) 1.7pp 0.6% (2.0%) 2.7pp

Gross profit margin 31.8% 30.8% 1.0pp 31.0% 28.4% 2.6pp

Return on equity 1.3% (0.4%) 1.7pp 0.6% (1.8%) 2.4pp

Efficiency ratios

Inventory turnover 13 days 13 days - 13 days 13 days -

Debtors days 63 days 67 days (6.0%) 67 days 71 days (5.6%)

Creditors days 43 days 41 days 4.9% 42 days 42 days -

Liquidity ratio

Current ratio 1.5 1.5 - 1.5 1.5 -

Financing ratios

Gearing ratio (1) - - - - - -

Interest cover 4.6 0.0 - 3.6 (2.9) -

Free cash flow interest cover 2.4 9.6 (75.0%) 4.5 0.2 2,150.0%

(1) as at 30 June 2015 and 30 June 2014 the Group had net cash position.

Definitions of financial ratios [5] are presented at the end of part IV of this MD&A ("Operating review – major

segments of the Agora Group").


AGORA GROUP


translation only

IV. OPERATING REVIEW - MAJOR SEGMENTS OF THE AGORA GROUP

IV.A. PRESS [1]

The Press segment includes the pro-forma consolidated financials of Gazeta Wyborcza, Magazines and Free Press

division.

Tab. 13


yoy 1H 2015 1H 2014

% change

yoy

Total sales, including: 80.4 80.5 (0.1%) 148.7 149.7 (0.7%)

Copy sales 32.6 30.8 5.8% 65.6 62.2 5.5%

incl. Gazeta Wyborcza 25.0 24.4 2.5% 51.4 50.0 2.8%

incl. Magazines 4.6 4.6 - 8.6 8.8 (2.3%)

Advertising revenue (1) 46.7 48.6 (3.9%) 81.2 85.6 (5.1%)

incl. Gazeta Wyborcza (2) 29.8 30.5 (2.3%) 52.1 55.3 (5.8%)

incl. Magazines 6.4 6.8 (5.9%) 10.9 11.3 (3.5%)

incl. Metro (3) 5.0 5.9 (15.3%) 9.1 10.6 (14.2%)

Total operating cost, including (4): (73.7) (71.5) 3.1% (141.2) (134.5) 5.0%

Raw materials, energy, consumables and

printing services (18.9) (21.5) (12.1%) (36.9) (39.9) (7.5%)

Staff cost (5) (30.3) (28.8) 5.2% (59.4) (55.3) 7.4%

D&A (2.6) (2.7) (3.7%) (5.0) (4.9) 2.0%

Promotion and marketing (1), (5) (12.6) (10.2) 23.5% (22.8) (18.5) 23.2%

EBIT 6.7 9.0 (25.6%) 7.5 15.2 (50.7%)

EBIT margin 8.3% 11.2% (2.9pp) 5.0% 10.2% (5.2pp)

EBITDA 9.3 11.7 (20.5%) 12.5 20.1 (37.8%)

EBITDA margin 11.6% 14.5% (2.9pp) 8.4% 13.4% (5.0pp)

(1) the amounts do not include revenues and total cost of cross-promotion of different media between the Agora

Group segments (only direct variable cost of campaigns carried out on advertising panels) if such promotion is

executed without prior reservation;

(2) the amounts refer to only a portion of total revenues from dual media offers (published both in Gazeta Wyborcza,

as well as on GazetaPraca.pl, Domiporta.pl, Komunikaty.pl verticals and Nekrologi.Wyborcza.pl website), which is

allocated to the print edition of Gazeta Wyborcza;

(3) the amounts refer to total revenues of the Free Press department, including revenues from Metro’s display

advertising, classifieds and inserts as well as from metroBTL services and Metro’s special activities;

(4) segment operating costs associated with the production of the Group's own titles are settled on the basis of

allocation of direct and indirect cost associated with their production from the Print segment;

(5) the amounts include inter alia the production and promotional cost of gadgets offered with Gazeta Wyborcza and

Agora’s magazines.

Both in the second quarter and first half of 2015, the Press segment recorded similar level of revenues yoy. This was

possible due to growing revenues from copy sales which partially offset lower revenues from the advertising sales in

the segment. A negative factor affecting the operating result of the segment was an increase in operating cost.

Consequently, the operating result of the segment was lower than in the corresponding periods of 2014. [1].


AGORA GROUP


translation only

1. REVENUE

In the second quarter of 2015, the total revenues of the Press segment amounted to PLN 80.4 million and were at a

similar level as in the second quarter of 2014. The value of the segment’s revenues was affected by growing

revenues from copy sales, mainly of Gazeta Wyborcza. Revenues from the advertising sales were, however, lower

than in the second quarter of 2014.

In the first half of 2015, the total revenues of the Press segment decreased only by 0.7% yoy to PLN 148.7 million.

The value of the segment’s revenues was positively affected by 5.5% yoy higher copy sales revenues, mainly due to

higher revenues from copy sales of Gazeta Wyborcza. However, advertising sales of the segment were lower yoy.

1.1. Copy sales

1.1.1. Copy sales and readership of Gazeta Wyborcza [4]

In the second quarter of 2015, Gazeta Wyborcza maintained its leading position among the opinion-forming dailies.

Gazeta Wyborcza sold 178 thousand copies on average (down by 7.2% yoy). In the discussed period of time, the

revenues from copy sales of Gazeta Wyborcza increased by 2.5% yoy, which was possible due to higher number of

copies in the dual price offer of the daily, the increase in the basic price of daily issues of Gazeta Wyborcza in

October of 2014 and positive impact of revenues from digital distribution of the daily. In the discussed period of

time, the weekly readership of Gazeta Wyborcza stood at 8.8% (2.7 million readers; CCS, weekly readership index),

which placed it as the first daily among nationwide dailies, together with Fakt.

In the first half of 2015, Gazeta Wyborcza maintained its leading position among the opinion-forming dailies. Gazeta

Wyborcza sold 180 thousand copies on average (down by 7.7% yoy). In the discussed period of time, the revenues

from copy sales of Gazeta Wyborcza increased by 2.8% yoy, which was possible due to a significantly higher number

of copies in the dual price offer of the daily, the increase in the basic price of daily issues of Gazeta Wyborcza in

October of 2014 and positive impact of revenues from digital distribution of the daily. In the discussed period of

time, the weekly readership of Gazeta Wyborcza stood at 8.6% (2.6 million readers; CCS, weekly readership index),

which placed it as the second daily among nationwide dailies. In the second quarter and in the first half of 2015, the

level of the segment’s revenues was positively affected by the 26.9% and 20.8% yoy growth of sales of Gazeta

Wyborcza magazines (Wysokie Obcasy Extra, Książki. Magazyn do czytania), respectively.

1.1.2. Copy sales of Agora’s magazines

In the second quarter of 2015, copy sales revenues of the Magazines and Free Press division remained at the same

level as in the second quarter of 2014. Average number of copies sold by Agora’s monthlies amounted to 324.7

thousand copies (down by 9.1% yoy).

In the first half of 2015, the revenues of the Magazines and Free Press division decreased by 2.3% yoy. In this period,

the average number of copies sold by Agora’s monthlies amounted to 312.4 thousand copies (down by 10.5% yoy).

1.2. Advertising sales [3]

1.2.1. Advertising sales of Gazety Wyborcza

In the second quarter of 2015, Gazeta Wyborcza’s net advertising revenue (including display advertising, classifieds

and inserts) amounted to PLN 29.8 million (down by 2.3% yoy).

In the first half of 2015, Gazeta Wyborcza’s net advertising revenue (including display advertising, classifieds and

inserts) amounted to PLN 52.1 million (down by 5.8% yoy).

The above figures include a portion of revenues from dual-media advertising offers (published both in print as well

as on GazetaPraca.pl, Domiporta.pl, Komunikaty.pl verticals and Nekrologi.Wyborcza.pl website), which is allocated

to the print edition of Gazeta Wyborcza.

In the second quarter of 2015, the ad spend in dailies in Poland decreased by over 10.5% yoy. In the discussed

period of time, Gazeta Wyborcza’s revenues from display advertising decreased by 6.5% yoy, and its estimated share

in display ad spend in dailies increased by over 1.5pp yoy and amounted to ca 38.0%, while the joint share of Gazeta

Wyborcza and Metro grew by over 1.0pp yoy.


AGORA GROUP


translation only

In the second quarter of 2015, Gazeta Wyborcza’s share in the national newspapers ad spend amounted to nearly

46.0% and increased by 3.0pp yoy. During this period of time, Gazeta Wyborcza’s share in Warsaw ad spend in

dailies increased by over 1.5pp yoy while the joint share of Gazeta Wyborcza and Metro declined by over 0.5pp yoy.

At the same time, Gazeta Wyborcza’s share in local dailies (excluding Warsaw) increased by over 0.5pp yoy and the

joint share of Gazeta Wyborcza and Metro increased by almost 1.0pp yoy.

In the first half of 2015, the adspend in dailies in Poland decreased by nearly 10.5% yoy. Gazeta Wyborcza’s

revenues from display advertising decreased by nearly 5.5% yoy, and its estimated share in display ad spend in

dailies increased by 2.0pp yoy and amounted to almost 38.0%, while the joint share of Gazeta Wyborcza and Metro

grew by over 1.5pp yoy.

In the first half of 2015, Gazeta Wyborcza’s share in the national newspapers ad spend amounted to almost 46.0%

and increased by over 3.0pp yoy. During this period of time, GazetaWyborcza’s share in Warsaw ad spend in

newspapers increased by nearly 0.5pp yoy while the joint share of Gazeta Wyborcza and Metro declined by over

0.5pp yoy. In the analysed period, Gazeta Wyborcza’s share in local dailies (excluding Warsaw) increased by almost

1.0pp and the joint share of Gazeta Wyborcza and Metro increased by over 1.0pp yoy.

One should bear in mind that these advertising market estimations may represent some margin of error due to

significant discounting pressure on the part of the advertisers. Once the Company has more reliable market data, it

may adjust the ad spending estimations in the consecutive reporting periods.

In the second quarter of 2015, the share of ad pages in Gazeta Wyborcza’s total pagecount amounted to ca 27.9%

(up by ca 0.7pp yoy), while the average number of paid-for ad pages published daily in all local and national editions

amounted to ca 101 and was at the same level as in the second quarter of 2014.

In the first half of 2015, the share of ad pages in Gazeta Wyborczas’s total pagecount amounted to ca 27.3% (up by

ca 0.7pp yoy), while the average number of paid-for ad pages published daily in all local and national editions

amounted to ca 93 and was lower by ca 1.0% yoy.

1.2.2. Advertising sales of Metro [3],[4]

In the second quarter of 2015, Metro’s total ad revenues declined by 15.3% yoy, including the display advertising

revenue drop by nearly 19.0% yoy. At the same time, the total display ad spend in all daily newspapers decreased by

over 10.5% yoy. As a result, Metro decreased its share in advertising spending in all dailies by ca 0.5pp to nearly

6.0%. Metro’s share in advertising spending in national dailies decreased by nearly 1.0pp yoy and maintained its

level in local dailies. Metro decreased its share in Warsaw dailies by nearly 2.5pp yoy to ca 26.5%.

In the first half of 2015, Metro’s total ad revenues declined by 14.2% yoy, including the display advertising revenue

drop by ca 16.0% yoy. At the same time, the total display ad spend in all daily newspapers decreased by almost

10.5% yoy. As a result Metro decreased its share in advertising spending in all dailies by over 0.5pp to nearly 6.0%.

Metro’s share in advertising spending in national dailies decreased by nearly 0.5pp yoy, and increased by almost

0.5pp yoy in local dailies. Metro decreased its share in Warsaw dailies by ca 1.0pp yoy to nearly 26.0%.

1.2.3. Advertising sales of Agora’s magazines

In the second quarter of 2015, the advertising sales of the Agora’s magazines decreased by 5.9% yoy to PLN 6.4

million. At the same time, advertisers limited their expenditure in the magazines by ca 10.0% yoy. Agora had nearly

4.0% share in the total national magazines ad spend (based on rate card data) [7] and 7.5% share in monthlies

(based on rate card data) [7].

In the first half of 2015, the advertising sales of the Agora’s magazines decreased by 3.5% yoy to PLN 10.9 million.

At the same time, advertisers limited their expenditure in the magazines by over 9.5% yoy. Agora had nearly 3.5%

share in the total national magazines ad spend (based on rate card data) [7] and 7.0% share in monthlies (based on

rate card data) [7].

2. COST

In the second quarter of 2015, the segment's operating costs increased by 3.1% yoy and amounted to PLN 73.7

million. The main reason of this increase includes higher staff cost relating mainly to new development initiatives in


AGORA GROUP


translation only

the segment and the holiday accrual. The increase in the segments’ operating costs resulted also from higher

promotion and marketing costs related to, among other things, a greater number of issues of Gazeta Wyborcza in

the dual price offer. At the same time, the segment’s costs of raw materials, energy, consumables and printing

services decreased, which resulted from a lower volume of printing of titles issued by the segment.

In the first half of 2015, the segment's operating costs increased by 5.0% yoy and amounted to PLN 141.2 million.

The main factor affecting the level of the segment’s operating costs were higher marketing and promotion expenses

of the segment which was connected with increased promotional activity concerning titles issued by the segment

(primarily with a greater number of Gazeta Wyborcza in the dual price offer). The significant reason of this increase

includes also higher staff cost relating to a large extent to new development initiatives in the segment and the

holiday accrual. At the same time, the segment’s costs of raw materials, energy, consumables and printing services

decreased, which resulted from a lower volume of production of titles issued.

3. NEW INITIATIVES

In the first half of 2015, Gazeta Wyborcza continued the development of its offer both in paper and in digital form.

At the end of January 2015, the Press segment released mobile application enabling comfortable access to articles

from Duzy Format – weekly published with Gazeta Wyborcza on Thursdays – for users of smartphones with iOS and

Android operating system. On March 3, 2015 Gazeta Wyborcza launched its application for users of smartphones

with Windows Phone operating system. This modern application allows its users comfortable browsing through

news from Wyborcza.pl and reading texts from the paper edition of Gazeta Wyborcza. Since June 1, 2015, users of

smartphones with iOS and Android operating systems may read the latest issue of the weekly Ale Historia in a

convenient application designed for these devices.

Since May 2015, the website Wysokieobcasy.pl has a new layout and design. Following these changes, the website is

now more transparent and modern and texts from the current issue of the Saturday magazine of Gazeta Wyborcza

are displayed in an even more visible manner.

The team dedicated to the development of the digital offer of the Press segment launched, at the beginning of June

2015, its own platform for content distribution. The solution was developed based on an advanced technology and

complex analytical tools which will allow for improving the Gazeta Wyborcza’s digital content sales offer.

Over the analysed period, the segment was also developing its offer in traditional issues. Wysokie Obcasy, Gazeta

Wyborcza’s weekly published on Saturdays, to celebrate its 16th

anniversary and respond to the readers’ needs,

changed its layout and format and started to collaborate with new authors. On June 2, 2015, the first issue of Nauka

dla kazdego, a new weekly of Gazeta Wyborcza, was published. This title provides a behind-the-scenes experience of

the science world, trivia, ideas for experiments and answers to the readers’ questions. Nauka dla kazdego is

published every Tuesday as a separate section of the daily. Since June 26, 2015, Magazyn Stoleczny, a Friday local

edition of Gazeta Wyborcza, has been available in a new version — it has a new graphical form and now also

addresses city lifestyle issues.

The Press segment has also been working on the development of digital advertising solutions. On June 8, 2015,

Gazeta Wyborcza provided its customers with a new advertising offer in a mobile application for iOS, Android and

Windows Phone devices. The enhanced solution includes four cost-effective packages: Premium package, Smart

package, thematic packages (culture, economy and sport) and local packages (reaching the readers of 20 local

editions).

In May 2015, Agora launched Ladnydom.pl — a new website on interior design and construction. It provides

professional tips for house construction and renovation, interior design, as well as for creating and maintaining a

garden. The new Internet platform was created as a combination of professional websites: Ladnydom.pl,

Czterykaty.pl, Bryla.pl, Domiwnetrze.pl, Domosfera.pl and E-ogrody.pl.

In June 2015, Metrocafe.pl, a new lifestyle and information website of the daily Metro, was launched. This website,

addressed to young and active users living in large cities, provides interesting and in-depth content, as well as tips

for selecting products and services. The website describes practical and helpful solutions, e.g. in the form of tests

and rankings of products and services, as well as the latest trends.


AGORA GROUP


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IV.B. MOVIES AND BOOKS [1]

The Movies and Books segment includes the pro-forma consolidated financials of Helios S.A. and NEXT FILM Sp. z

o.o., which form the Helios group, and Agora’s Special Projects division comprising, i.a, the Publishing House division

and film production division.

Tab. 14


yoy 1H 2015 1H 2014

% change

yoy

Total sales, including : 71.1 54.3 30.9% 167.5 125.2 33.8%

Tickets sales 26.0 24.6 5.7% 77.0 66.1 16.5%

Concession sales 10.4 9.3 11.8% 27.8 22.5 23.6%

Advertising revenue (1) 6.1 6.8 (10.3%) 12.3 11.9 3.4%

Revenues from film activities (1), (2) 1.8 3.1 (41.9%) 10.2 3.2 218.8%

Revenues from Publishing House 24.2 6.8 255.9% 34.0 13.3 155.6%

Total cost, including: (75.2) (56.7) 32.6% (156.7) (122.5) 27.9%

Raw materials, energy and

consumables (3) (5.6) (5.6) - (13.2) (12.4) 6.5%

External services (3), (4) (27.3) (25.7) 6.2% (67.5) (58.9) 14.6%

Staff cost (3) (7.4) (7.1) 4.2% (14.8) (14.3) 3.5%

D&A (3) (6.6) (6.4) 3.1% (13.8) (12.4) 11.3%

Promotion and marketing (1), (3) (4.6) (4.9) (6.1%) (12.2) (8.8) 38.6%

Costs related to Publishing House (5) (22.5) (6.0) 275.0% (32.1) (13.0) 146.9%

EBIT (4.1) (2.4) (70.8%) 10.8 2.7 300.0%

EBIT margin (5.8%) (4.4%) (1.4pp) 6.4% 2.2% 4.2pp

EBITDA (5) 9.7 4.1 136.6% 32.0 15.4 107.8%

EBITDA margin 13.6% 7.6% 6.0pp 19.1% 12.3% 6.8pp

(1) the amounts do not include revenues and total cost of cross-promotion of Agora’s different media (only

the direct variable cost of campaigns carried out on advertising panels) if such a promotion was executed

without prior reservation;

(2) the amounts comprise the revenues from film coproduction (executed in Special Projects division) and film

distribution in cinemas (executed by NEXT FILM). The comparable data has been modified adequately;

(3) the amounts do not include costs related to Publishing House division;

(4) since the fourth quarter of 2014, external services include settlements relating to the fees paid to the film

producers connected with distribution of films performed by NEXT FILM;

(5) the amounts include D&A cost in Publishing House division, which in the first half of 2015 amounted to PLN 7.4

million and in the second quarter of 2015 amounted to PLN 7.2 million ( in the previous year it amounted to PLN

0.3 million and PLN 0.1 million respectively).

The Movies and Books segment closed the second quarter of 2015 with an increase of the operating result on the

EBITDA level to PLN 9.7 million. The operating loss on the EBIT level amounted to PLN 4.1 million. The amount of

revenues and operating result of the segment were positively affected by, among other things, inflows from co-

production and distribution of the game The Witcher 3: Wild Hunt [1].


AGORA GROUP


translation only

The Publishing House division closed the second quarter of 2015 with an improvement of the operating result on the

EBIT level which increased to PLN 1.7 million [1].

In the first half of 2015, the segment recorded improved operating results. The operating result on EBIT level

amounted to PLN 10.8 million and was higher than the result recorded in the first half of 2014 by PLN 8.1 million,

while the segment’s EBITDA increased to PLN 32.0 million. The improvement in the operating result in the first half

of 2015 resulted from the 13.5% increase in attendance in Helios network cinemas which translated into higher yoy

ticket sales and higher yoy concession sales. The operating result of the segment was also positively affected by the

Publishing House’s inflows from co-production and distribution of the game The Witcher 3: Wild Hunt [1].

The Agora’s Publishing House closed the first half of 2015 with the result on the EBIT level of PLN 1.9 million. This

result was higher than the one recorded in the first half of 2014 [1].

1. REVENUE [3]

In the second quarter of 2015, revenues of the Movies and Books segment increased by 30.9% yoy and amounted to

PLN 71.1 million.

During this time, the number of visitors in Helios cinemas amounted to over 1.5 million people and increased by

1.6% yoy. This, combined with higher average ticket price and concession sales, translated into higher yoy revenues

from ticket sales and concession sales.

The segment’s total revenues from film co-production and distribution, in the second quarter of 2015, amounted to

PLN 1.8 million, showing a decrease by 41.9% yoy. This decrease results from a lower yoy number of films

introduced by NEXT FILM to distribution in Polish cinemas. In the second quarter of 2015, NEXT FILM introduced one

film to the cinemas — a foreign movie De toutes nos forces (The Finishers). At the same time, the cinemas were

displaying movies introduced to the big screen in earlier periods. In the second quarter 2014, the level of revenues

from film activities was also affected by the distribution of Powstanie Warszawskie and Karuzela movies. In the

second quarter of 2015, the Special Projects division noted revenues from film co-production of the movies

introduced to the Polish cinemas in earlier periods, mainly Bogowie and Disco Polo.

In the second quarter of 2015, revenues of the Agora’s Publishing House (operating within Special Projects division)

amounted to PLN 24.2 million and increased materially yoy. The growth of these revenues was positively affected by

inflows from co-production and distribution of the game The Witcher 3: Wild Hunt. In the second quarter of 2015,

this component of revenues amounted to PLN 14.9 million.

In the second quarter of 2015, Agora's Publishing House issued 18 book publications and 3 film publications. As a

result, during the analysed period, the Publishing House sold approximately 0.2 million books and books with CDs

and DVDs.

In the first half of 2015, the total sales of Movies and Books segment increased by 33.8% yoy and amounted to PLN

167.5 million.

During this time, the number of visitors in Helios cinemas amounted to 4.4 million people and increased by 13.5%

yoy. Higher attendance in Helios cinemas ensured higher revenues from ticket sales in the amount of PLN 77.0

million and higher revenues from concession sales in the amount of PLN 27.8 million.

In the first half of 2015, the segment’s total revenues from film co-production and distribution amounted to PLN

10.2 million, showing a significant increase yoy. This resulted mainly from the success of the Disco Polo movie, seen

by nearly 0.9 million people in Polish cinemas. In the first half of 2015, the Special Projects division noted revenues

from film co-production of the movies, mainly Bogowie and Disco Polo.

In the first half of 2015, revenues of the Agora’s Publishing House amounted to PLN 34.0 million and increased

materially yoy. The growth of these revenues was positively affected by inflows from co-production and distribution

of the game The Witcher 3: Wild Hunt. This component of revenues amounted to PLN 14.9 million.

In the first half of 2015, Agora's Publishing House issued 27 book publications, 4 film publications and 3 music

albums. As a result, during the analysed period, the Publishing House sold approximately 0.5 million books and

books with CDs and DVDs.


AGORA GROUP


translation only

2. COST

In the second quarter of 2015, operating cost of the Movies and Books segment increased by 32.6% yoy and

amounted to PLN 75.2 million.

The increase in the segment’s operating costs resulted from the increased operating costs of the Publishing House

which amounted to PLN 22.5 million. In the second quarter of 2015, the level of costs of the Publishing House was

significantly affected by depreciation of production contribution in the game The Witcher 3: Wild Hunt and fees for

its producer. The increase in operating costs is also related to generation of higher cinema revenues and

development of the network of cinemas. Higher yoy D&A cost results, i.a., from the co-production of such movies as

Disco Polo, Bogowie and Serce, Serduszko. The increase in external services and in promotion and marketing cost is

related mainly to film distribution.

In the first half of 2015, the segment’s operating costs amounted to PLN 156.7 million and increased by 27.9% yoy.

The increase of the segment’s operating costs was affected by costs of the Publishing House related to depreciation

of production contribution in the game The Witcher 3: Wild Hunt and fees for its producer. Higher costs of film copy

purchase and value of goods and materials sold result from higher ticket sales and concession sales. The increase in

costs of material and energy and staff cost is related mainly to the development of the Helios network. Higher yoy

D&A cost results, i.a., from the co-production of such movies as Ziarno prawdy, Disco Polo, Bogowie and Serce,

Serduszko. The increase in external services and in promotion and marketing cost is related inter alia to film

distribution.

3. NEW INITIATIVES

In the first half of 2015, Helios opened a new cinema in Jelenia Gora. Currently, Helios cinema network accounts for

35 modern multiscreen cinemas with 185 screening rooms. Moreover, Helios commenced works in another three

shopping malls (Lodz — Sukcesja, Bialystok — Jurowiecka, Wroclaw — Bielany), in which new multiscreen cinemas

are to be opened later this year.

In the first half of 2015, NEXT FILM, a company from Helios group, specialized in film distribution, introduced new

films to Polish cinemas: Ziarno prawdy, Polskie gowno, Disco Polo and the first foreign movie — De toutes nos forces

(The Finishers). Agora was a co-producer of Ziarno prawdy and Disco Polo.


AGORA GROUP


translation only

IV.C. OUTDOOR (AMS GROUP)

The Outdoor segment consists of the pro-forma consolidated data of companies constituting the AMS group

(AMS S.A., Adpol Sp. z o.o.).

Tab. 15


yoy 1H 2015 1H 2014

% change

yoy

Total sales, including: 42.3 42.5 (0.5%) 74.1 73.7 0.5%

Advertising revenue (1) 41.5 41.9 (1.0%) 72.7 72.3 0.6%

Total operating cost, including: (33.4) (37.0) (9.7%) (64.7) (71.7) (9.8%)

Execution of campaigns (1) (5.9) (6.6) (10.6%) (11.3) (11.5) (1.7%)

Maintenance cost (1) (16.1) (16.8) (4.2%) (30.7) (33.4) (8.1%)

Staff cost (4.7) (5.2) (9.6%) (9.8) (9.9) (1.0%)

Promotion and marketing (1.1) (1.2) (8.3%) (2.1) (2.2) (4.5%)

D&A (3.1) (4.2) (26.2%) (6.0) (8.3) (27.7%)

EBIT 8.9 5.5 61.8% 9.4 2.0 370.0%

EBIT margin 21.0% 12.9% 8.1pp 12.7% 2.7% 10.0pp

EBITDA 12.0 9.7 23.7% 15.4 10.3 49.5%


Number of advertising spaces (2) 24,036 23,365 2.9% 24,036 23,365 2.9%

(1) the amounts do not include revenues, direct and variable cost of cross-promotion of Agora’s other media on AMS

panels if such promotion was executed without prior reservation;

(2) excluding small advertising panels of AMS group installed on bus shelters and in the Warsaw subway, as well

as advertising panels on busses and trams.

The Outdoor segment improved its operating results both in the second quarter and in the first half of

2015. In the second quarter of 2015, the main factor affecting the improvement of the segment’s results was the

reduction of operating costs by 9.7% yoy.

In the first half of 2015, due to the increase in the segment’s revenues to PLN 74.1 million and reduction of

operating costs by 9.8% yoy, the segment’s operating result on EBIT level increased to PLN 9.4 million. The

segment’s EBITDA increased to PLN 15.4 million and the EBITDA margin increased by 6.8pp yoy to 20.8%.

1. REVENUE [8]

In July 2015, the manner of reporting market data to IGRZ changed materially. Taking into account the value of

outdoor advertising expenditure in the second quarter of 2015, counted for the same entities that submitted the

data on their revenues to IGRZ in the second quarter of 2014, this value decreased by nearly 1.0%. In the entire first

half of 2015, the dynamics of expenditure in the outdoor advertising market, measured in this manner, was positive

and amounted to nearly 1.0%.

Advertising sales of the AMS group decreased by 1.0% yoy in the second quarter of 2015 and amounted to PLN 41.5

million. This decrease results from, among other things, lower revenue from the campaigns executed on 12 square

meters billboards as a result of reduction in the size of the system.

In the first half of 2015, advertising sales of the AMS group increased by 0.6% yoy to PLN 72.7 million. This increase

was achieved mainly based on expenditure of advertisers on citylight and backlight panels.

In the second quarter of 2015, the estimated share of AMS in outdoor advertising expenditure amounted to over

34% and in the entire first half of 2015 — to nearly 35%.


AGORA GROUP


translation only

2. COST

AMS group reduced the operating costs in the second quarter of 2015 by 9.7% yoy and in the first half of 2015 by

9.8% yoy.

The cost of campaign execution was reduced by 10.6% yoy in the second quarter and by 1.7% yoy in the first half of

2015 — mainly as a result of lower rental costs of advertising space on buses and lower posting costs. This, in turn,

results from a change in the structure of the AMS group’s panel portfolio resulting from reducing the number of 12

square meter billboards and increasing share of citylight panels in the segment’s offer.

A reduction of system maintenance costs by 4.2% yoy in the second quarter and by 8.1% yoy in the first half of 2015

results from effective optimization of the portfolio of advertising panels, and decrease of rental fees in selected

types of panels. A reduction in the expenditure on operation and maintenance of advertising panels also materially

contributed to the reduction of these costs.

The decrease in staff cost by 9.6% yoy in the second quarter and by 1.0% yoy in the first half of 2015 results from

group layoffs executed by AMS in the second half of 2014.

Marketing and promotion expenses decreased as compared with the previous year, due to a lower total value of

joint non-profit/commercial campaigns completed and moving a part of promotional campaigns to further quarters

of the current year.

A decrease in D&A costs, which was lower than in 2014, has also contributed to the reduction in the segment’s

operating costs. This decrease results from, among other things, adjustment of D&A rates to the estimated useful

life of certain groups of advertising panels.

3. NEW INITIATIVES

In the first quarter of 2015, AMS introduced into its regular offer a new functionality on exclusive backlight panels.

Thanks to special light effects using LED technology, it is possible to introduce move into the poster, which attracts

the attention of the public.

In the first half of 2015, AMS group continued intensive process to build consecutive bus shelters in Warsaw. As at

the date of publication of the report, there were almost 500 bus shelters on the streets of Warsaw.


AGORA GROUP


translation only

IV.D. INTERNET [1], [6]

The Internet segment includes the pro-forma consolidated financials of Agora’s Internet Department, Trader.com

(Polska) Sp. z o.o., AdTaily Sp. z o.o., Sport4People Sp. z o.o. and Sir Local Sp. z o.o.

Tab. 16


yoy 1H 2015 1H 2014

% change

yoy

Total sales , including 39.9 34.0 17.4% 71.7 60.7 18.1%

Display ad sales (1) 33.4 27.2 22.8% 58.8 47.4 24.1%

Ad sales in verticals (2) 3.4 3.8 (10.5%) 6.7 7.3 (8.2%)

Total operating cost, including (32.2) (27.6) 16.7% (61.0) (50.3) 21.3%


Staff cost (12.2) (11.4) 7.0% (24.3) (22.0) 10.5%

D&A (1.4) (1.3) 7.7% (2.7) (2.5) 8.0%

Promotion and marketing (1) (5.5) (4.9) 12.2% (9.3) (7.5) 24.0%

EBIT 7.7 6.4 20.3% 10.7 10.4 2.9%

EBIT margin 19.3% 18.8% 0.5pp 14.9% 17.1% (2.2pp)

EBITDA 9.1 7.7 18.2% 13.4 12.9 3.9%

EBITDA margin 22.8% 22.6% 0.2pp 18.7% 21.3% (2.6pp)

(1) the amounts do not include total revenues and cost of cross-promotion of Agora’s different media (only direct

variable cost of campaigns carried out on advertising panels) if such promotion is executed without prior reservation,

as well as inter-company sales between Agora’s Internet Department, Trader.com (Polska) Sp. z o.o., AdTaily Sp. z

o.o., Sport4People Sp. z o.o. and Sir Local Sp. z o.o.;

(2) including, among others, allocated revenues from the dual media offer (i.e. published both in Gazeta Wyborcza,

as well as on GazetaPraca.pl, Domiporta.pl, Komunikaty.pl verticals and Nekrologi.Wyborcza.pl website).

Due to good market conditions and reach position, the Internet segment improved its operating result both in the

second quarter and the first half of 2015. EBIT of the Internet segment increased by 20.3% yoy to PLN 7.7 million in

the second quarter of 2015, and by 2.9% yoy to PLN 10.7 million in the first half of 2015. EBITDA of the Internet

segment reached PLN 9.1 million in the second quarter of 2015 and PLN 13.4 million in the first half of 2015 and was

higher yoy [1].

1. REVENUE

In the second quarter of 2015, total revenue of the Internet segment increased by 17.4% yoy and amounted to PLN

39.9 million. In the first half of 2015, revenue of the Internet segment amounted to PLN 71.7 million and increased

by 18.1% yoy. The increase in revenues resulted, among other things, from higher yoy sales of Internet display

advertisements of Gazeta.pl and sales of Internet display advertising and services by AdTaily, mainly in the

advertising brokerage model.

In the second quarter of 2015, the Internet display advertising sales increased by 22.8% yoy to PLN 33.4 million,

while the total market expenditure for display advertising in Poland increased by 8.0% yoy. In the first half of 2015,

this increase was 24.1% yoy, up to the amount of PLN 58.8 million. The increase of the segment’s advertising

revenues was significantly affected by the increase of sales of the AdTaily advertising network, dynamic

development of video formats sale offer and growth of advertising sales in affiliating services.

Ad sales in verticals declined, both in the second quarter and in the first half of 2015. The yoy decrease in revenues

results mainly from the lower yoy sales in recruitment, automotive and real estate verticals.


AGORA GROUP


translation only

2. COST

In the second quarter of 2015, operating costs of the Internet segment increased by 16.7% yoy to PLN 32.2 million.

In the entire first half of 2015, the dynamics of operating costs was higher and amounted to 21.3% yoy. The increase

of operating costs was substantially affected by the growth of the rental cost of advertising space, i.a, in advertising

networks and websites belonging to business partners (e.g. Kwejk.pl) reported in external services. The position

external services comprises, apart from the costs of advertising brokerage, i.a.: marketing services, costs of IT and

network maintenance. The increase in this cost item was compensated by growing revenues from advertising

brokerage services which contributed to the growth of the segment’s total revenues. Also the staff cost and

marketing and promotion expenses grew.

Staff cost increased by 7.0% yoy in the second quarter of 2015 and by 10.5% yoy in the first half of 2015. This results

from increasing fixed remuneration, higher sales bonuses and the holiday provision recognised in June in the

Internet division of Agora S.A. An additional factor affecting the growth of this cost item was the higher cost of civil

law contracts and increased headcount in AdTaily.

In the second quarter of 2015, promotion and marketing expenditure in the Internet segment increased by 12.2%

yoy and in the first half of 2015 — by 24.0% yoy. This results from higher advertising expenditure of Kinoplex.pl,

Gazeta.pl websites, recruitment sites and affiliation marketing.

3. IMPORTANT INFORMATION ON INTERNET ACTIVITIES

In May 2015, the reach of Gazeta.pl group websites among Polish Internet users (connecting from non-mobile

devices) stood at 50.6% and the number of users reached 12.6 million. The total number of non-mobile page views

on Gazeta.pl group websites done by them reached 516.5 million with an average viewing time of 1 hour and 4

minutes per user [6].

In May 2015, the number of page views generated by mobile devices on the websites of Gazeta.pl group reached

248.2 million (up by 90.0% yoy), which made Gazeta.pl group the fifth player according to Megapanel PBI/Gemius

data. The share of mobile page views on the websites of Gazeta.pl group stood at 32.5% and was the highest among

Polish horizontal portals [6].

The websites of Gazeta.pl group are ranked among top thematic market players. According to Megapanel

PBI/Gemius data for May 2015, the websites of Gazeta.pl group are ranked first in the Forums & Discussion

category. The Gazeta.pl group is ranked second in the Interior furnishing and garden (i.a., CzteryKaty.pl) category.

The third positions are held in categories: Sports (i.a. Sport.pl), Lifestyle (i.a. Plotek.pl), Information & journalism —

general, as well as Local and regional information.

4. NEW INITIATIVES

At the beginning of 2015, Gazeta.pl changed its main website and visual identification. The changes covered also its

mobile version and the application Gazeta.pl LIVE for most popular operating systems. The new main website of

Gazeta.pl ensures a more expanded advertising offer. The Internet segment strengthened its video offer on, i.a.,

websites dedicated to Sports category. The segment works on strengthening it position in Entertainment and Life

style categories. In the first quarter of 2015 a new version of Plotek.pl was prepared by the Agora’s Internet team –

the website has a new logo as well as modern and elegant layout. A special application Plotek.pl Buzz is a novelty. It

offers information put on Facebook and Instagram by the largest stars of show business and is available on devices

with Android operating system. In the first quarter of 2015, the website Junior.Sport.pl was also significantly

changed, and in the second quarter of 2015, the team of editors of Sport.pl was the first team of sports journalists

using the Snapchat application. Users of the tool can receive snaps sent by the website’s journalists sent during the

most important sports events.

The segment strengthens its position in the mobile category. In the first quarter of 2015, the most popular Polish

application for pregnant women available in Google Play shop — Moja Ciaza z eDziecko.pl — was released for

devices with iOS operating system.

In the second quarter of 2015, the Epic Makers studio was launched. This studio produces own video formats with

own YouTube partnership network, collaborating with the largest number of Polish youtubers, previously grouped in

the Agora Internet Artists (AIA) network. Epic Makers operates as part of the Agora Group — it is another step

towards the development of the Group’s video offer. The studio is responsible for production of video formats and

their promotions with the support of youtubers.


AGORA GROUP


translation only

IV.E. RADIO

The Radio segment includes the pro-forma consolidated financials of Agora’s Radio Department, all local radio

stations and a super-regional radio TOK FM, which are parts of the Agora Group. These include: 24 Golden Hits (Zlote

Przeboje) local radio stations, 7 local radio stations (Rock Radio since January 31, 2014), 3 local stations broadcasting

under the brand Radio Pogoda (since June 12, 2015) and a super-regional news radio TOK FM broadcasting in 17

metropolitan areas.

Tab. 17


yoy 1H 2015 1H 2014

% change

yoy

Total sales, including : 27.2 23.2 17.2% 48.7 41.3 17.9%

Radio advertising revenue (1), (2) 24.7 22.3 10.8% 44.6 39.5 12.9%

Total operating cost, including: (2) (23.0) (19.9) 15.6% (44.3) (38.2) 16.0%

Staff cost (7.6) (6.8) 11.8% (14.7) (13.6) 8.1%


D&A (0.7) (0.6) 16.7% (1.4) (1.3) 7.7%

Promotion and marketing (2) (2.4) (2.5) (4.0%) (4.3) (4.8) (10.4%)

EBIT 4.2 3.3 27.3% 4.4 3.1 41.9%

EBIT margin 15.4% 14.2% 1.2pp 9.0% 7.5% 1.5pp

EBITDA 4.9 3.9 25.6% 5.8 4.4 31.8%


(1) advertising revenues include revenues from brokerage services of proprietary and third-party air time;

(2) the amounts do not include revenues and total cost of cross-promotion of Agora’s different media (only the direct

variable cost of campaigns carried out on advertising panels) if such a promotion was executed without prior

reservation.

In the second quarter of 2015, owing to the dynamic growth of revenues (up by 17.2% yoy to PLN 27.2 million), the

Radio segment improved its operating results on both EBIT and EBITDA levels. They amounted to PLN 4.2 million and

PLN 4.9 million, respectively.

In the first half of 2015, the Radio segment’s results on EBIT and EBITDA levels also improved, amounting to PLN 4.4

million and PLN 5.8 million, respectively. This performance results mainly from increasing revenues of the segment.

1. REVENUE [3]

In the second quarter of 2015, the sales revenue of the Radio segment increased by 17.2% yoy and amounted to PLN

27.2 million, and in the first half of 2015, they increased by 17.9% yoy and amounted to PLN 48.7 million. The

increase in revenue both in the second quarter and in the first half of 2015 mainly resulted from higher yoy ad sales

in the radio stations composing Grupa Radiowa Agory, revenues from brokerage services in third party radio stations

as well as sales of advertising services in Helios cinemas. In the second quarter of 2015, the total radio advertising

expenditure in Poland increased by 8.0% yoy and in the first half of 2015 it increased by over 11.0% yoy.

2. COST

In the second quarter of 2015, the segment's operating cost increased by 15.6% yoy and amounted to PLN 23.0

million. The increase of operating cost results mainly from higher yoy cost of air time purchase in the third party

radio stations in connection with the advertising brokerage services provided as well as the cost related to sales of

advertising campaigns in Helios cinemas reported in external services. Apart from the advertising brokerage costs

and the costs related to sales of advertising campaigns in Helios cinemas, the position external services comprises

also the rental fees, production services as well we operator fees. The increase in staff cost is related mainly to


AGORA GROUP


translation only

higher headcount in the Radio segment, resulting from strengthening the sales departments and launching of a new

radio brand. At the same time, the segment reduced its marketing and promotion expenses which were by 4.0% yoy.

In the first half of 2015, the segment’s operating cost increased by 16.0% yoy and amounted to PLN 44.3 million. Like

in the second quarter, the increase in operating cost in the Radio segment was mainly due to higher air time

purchase in the third party radio stations due to the brokerage activities undertaken in the segment, costs related to

the provision of cinema advertising brokerage services in Helios cinemas, as well as increase in staff cost. However,

promotion and marketing costs were lower yoy, and they amounted to PLN 4.3 million.

3. AUDIENCE SHARES [9]

Tab. 18

% share in listening 2Q 2015 change in pp

yoy 1H 2015

change in pp

yoy

Group's music radio stations (Rock Radio and Golden

Hits)

3.9% -0,5pp 4.0% -0.4pp

News talk radio station TOK FM 1.5% 0.3pp 1.4% 0.2pp

4. NEW INITIATIVES

Since the first quarter of 2015, the Tandem Media team has operated in the Radio segment. It deals with brokerage

services in the radio stations and sale of on-screen and off-screen space in Helios cinemas. From January 2015,

Tandem Media is the exclusive broker offering advertising space in Helios cinemas throughout Poland. The Tandem

Media team also offers advisory and planning services of national and local radio campaigns, creation and sale of

package solutions using air time in Agora's radio stations and in third party radio stations, as well as advertising in

Internet radio stations.

In December 2014, Radio Zlote Przeboje commenced broadcasting in Jedrzejow near Kielce, and at the turn of the

first and second quarter of 2015 Radio Zlote Przeboje commenced broadcasting in Tarnow. Currently, there are 24

local stations broadcasting under the brand Zlote Przeboje.

On June 12, 2015, Agora Radio Group (GRA) started to broadcast the programme under the brand Radio Pogoda in 3

Polish cities — Krakow, Poznan and Opole. The radio station addresses mainly people who are over 50 years old. In

the beginning of July Radio Nostalgia broadcasting in Warsaw joined Agora Radio Group and changed its name to

Radio Pogoda in the end of July. It is the fourth station under this brand. Radio Pogoda is the fourth brand in GRA's

portfolio apart from Radio TOK FM, Złote Przeboje and Rock Radio.


AGORA GROUP


translation only

IV.F. PRINT [1]

The Print segment includes the pro-forma financials of Agora’s Print division and Agora Poligrafia Sp. z o.o.

Tab. 19


yoy 1H 2015 1H 2014

% change

yoy

Total sales, including: 40.1 43.0 (6.7%) 81.1 85.6 (5.3%)

Printing services (1) 37.7 41.1 (8.3%) 76.8 81.8 (6.1%)

Total cost, including (2): (39.9) (43.4) (8.1%) (79.5) (86.8) (8.4%)

Raw materials, energy and production

services (27.9) (30.6) (8.8%) (55.9) (61.4) (9.0%)

Staff cost (5.8) (5.4) 7.4% (11.1) (10.6) 4.7%

D&A (3.9) (3.9) - (8.1) (8.3) (2.4%)

EBIT 0.2 (0.4) - 1.6 (1.2) -

EBIT margin 0.5% (0.9%) 1.4pp 2.0% (1.4%) 3.4pp

EBITDA 4.1 3.5 17.1% 9.7 7.1 36.6%


(1) revenues from services rendered for external customers;

(2) segment operating costs associated with the production of the Group's own titles are settled on the basis of

allocation of direct and indirect cost associated with their production to the Press segment.

In the second quarter and first half of 2015, the Print segment improved its operating result on EBITDA level to the

amount of, respectively, PLN 4.1 million and PLN 9.7 million [1].

1. REVENUE

In the second quarter of 2015, revenues from printing services for external customers reached PLN 37.7 million and

were lower by 8.3% yoy, mainly due to lower production volume.

In the first half of 2015, revenues from printing services for external customers decreased by 6.1% yoy and

amounted to PLN 76.8 million.

2. COST

In the second quarter of 2015, the Print segment's operating costs decreased by 8.1% yoy, mainly due to lower yoy

volume of production in coldset technology.

In the first half of 2015, the segment's operating costs declined by 8.4% yoy and amounted to PLN 79.5 million. This

decline resulted mainly from lower yoy volume of production in coldset technology.


AGORA GROUP


translation only

NOTES

[1] EBIT and EBITDA of Press, Internet, Movies and Books as well as Print segments are calculated on the basis of cost

directly attributable to the appropriate operating segment of the Agora Group and excludes allocations of all

Company’s overheads (such as: cost of Agora’s Management Board and a majority of cost of the Company`s

supporting divisions), which are included in reconciling positions.

[2] the data on ticket sales in the cinemas comprising Helios group come from the accounting data of Helios reported

in accordance with full calendar periods.

[3] The data refer to advertising expenditures in six media (print, radio, TV, outdoor, Internet, cinema). In this MD&A

Agora has corrected the numbers for TV advertising market in the second quarter of 2014 and and Internet

advertising market in the first quarter of 2015.

Unless explicitly stated otherwise, press and radio advertising market data referred to herein are based on Agora’s

estimates adjusted for average discount rate and are stated in current prices. Given the discount pressure as well as

advertising time and space sell-offs, these figures may not be fully reliable and will be adjusted in the consecutive

reporting periods. In case of press, the data include only display advertising, excluding classifieds, inserts and

obituaries. The estimates are based on rate card data obtained from the following sources: Kantar Media

monitoring, Agora S.A. monitoring.

Presented TV, Internet and cinema figures are based on Starlink media house estimates; TV estimates include regular

ad broadcast and sponsoring with product placement, exclude teleshopping and other advertising forms.

Internet ad spend estimates include display, search engines (Search Engine Marketing), e-mail marketing and video

advertising.

Outdoor advertising figures are based on Izba Gospodarcza Reklamy Zewnetrznej estimates [8].

The Company would like to stress that one should bear in mind that these advertising market estimations may

represent some margin of error due to significant discount pressure on the market and lack of reliable data on the

average market discount rates. Once the Company has a more reliable market data in consecutive quarters, it may

correct the ad spending estimations in particular media.

[4] The data on the number of copies sold (total paid circulation) of daily newspapers is derived from the National

Circulation Audit Office (ZKDP). The term "copy sales" used in this MD&A is consistent with the sales declarations of

publishers to the National Circulation Audit Office.

The data on dailies readership are based on PBC General, research carried out by MillwardBrown on a random,

nationwide sample of Poles over 15 years of age. The CCS index was used (weekly readership index) - percentage of

respondents reading at least one edition of the title within 7 days of the week preceding research. Size of the sample:

nationwide PBC General for April-June 2015: N=5, 021; for January-June 2015: N = 10,024.


AGORA GROUP


translation only

[5] Definition of ratios:

Net profit margin = Net profit /(loss) attributable to equity holders of the parent

Sales of finished products, merchandise and materials

Gross profit margin = Gross profit / (loss) on sales

Sales of finished products, merchandise and materials

Return on equity =

Net profit / (loss) attributable to equity holders of the parent

(Equity attributable to equity holders of the parent at the beginning of the period

+ Equity attributable to equity holders of the parent at the end of the period)

/ 2 /(2 for semi-annual and 4 for quarterly results)

Debtors days =

(Trade receivables gross at the beginning of the period

+ Trade receivables gross at the end of the period) / 2

Sales of finished products, merchandise and materials / no. of days

Creditors days =

(Trade creditors at the beginning of the period

+ Trade creditors at the end of the period) / 2

Cost of sales / no. of days

Inventory turnover = (Inventories at the beginning of the period + Inventories at the end of the period) / 2

Cost of sales / no. of days

Current ratio I = Current Assets

Current liabilities

Gearing ratio =

Current and non-current liabilities from loans – cash and cash equivalents

– highly liquid short-term monetary assets

Total equity and liabilities

Interest cover = Operating profit / (loss)

Interest charge

Free cash flow interest

cover =

Free cash flow *

Interest charge

* Free cash flow = Net cash from operating activities + Purchase of property plant and equipment and intangibles.


AGORA GROUP


translation only

[6] Real users, page views and spent time on the basis of Megapanel PBI/Gemius, cover Internet users age 7 years

and above, connecting to Internet from the territory of Poland and include only Internet domains registered on Agora

S.A. in Gemius S.A. Registry of Service Providers. Real users data of the Gazeta.pl group services are audited by

Gemius SA.

[7] Average paid circulation of monthlies is based on the Agora’s own data. Rate card data on magazines obtained

from Kantar Media monitoring; commercial brand advertising and sponsored articles, excluding specialized

monthlies; accounted for 118 monthlies and 81 other magazines; in total 199 magazines for the period of April-June

2015 and 118 monthlies and 81 other magazines; in total 199 magazines for the period of January – June 2015.

[8] Source: report on sales of selected outdoor companies prepared by Izba Gospodarcza Reklamy Zewnetrznej

(IGRZ), which include: AMS S.A., BIG Format.TV, Business Consulting, Cityboard Media, Clear Channel Poland, Defi

Poland, Gigaboard Polska, JETline, Megaboard, Mini Media, Ströer Out of home and Warexpo. The report is prepared

on the basis of the financials provided by those companies to IGRZ. The reports for the outdoor market (defined by

IGRZ as ‘the out-of-home market’) include immovable, mobile and digital outdoor advertising.

[9] Audience market data referred herein are based on Radio Track surveys, carried out by MillwardBrown SMG/KRC

(all places, all days and all quarter) in whole population and in the age group of 15+, from April to June (sample for

2014: 21,057; sample for 2015: 21,048) and from January to June (sample for 2014: 42,115; sample for 2015:

41,955).

[10] The data on cinema ticket sales are estimates of Helios group prepared on the basis of data received from

Boxoffice.pl (based on reports submitted by distributors of film copies). Cinema ticket sales are reported for periods,

which do not cover a calendar month, quarter or year. The number of tickets sold in the given period is calculated

from the first Friday of a given month, quarter or year until the first Thursday of the next reporting month, quarter or

year.


AGORA GROUP


translation only

V. ADDITIONAL INFORMATION

V.A. INFORMATION CONCERNING SIGNIFICANT CONTRACT

� Execution of the Annex no. 1 to the Agreement granting Agora the multi-purpose credit line

In a current report dated May 26th, 2015 the Management Board of Agora S.A. informed that on May 26th, 2015

the Company signed an Annex no.1 (“Annex”) to a multi-purpose credit line agreement ("Agreement") with Bank

Polska Kasa Opieki S.A. ("Bank). The original Agreement was signed on May 28th, 2014; the Company informed

about this fact in a current report no. 10/2014 dated May 28th, 2014.

According to the hitherto provisions of the Agreement, the Company could use the refinancing credit, the credit

facility in the current account till May 28th, 2015 and time credit till May 31st, 2015.

In 2014, the Company used refinancing credit of PLN 34,929,342.64. It was provided for payment of credit line "B"

which was made available on the basis of the long-term syndicated loan agreement no 2002/3 with Bank Polska Kasa

Opieki S.A., executed on April 5, 2002, with later amendments. The Company informed about the long-term

syndicated agreement in regulatory filing 9/2002. The Company paid up the above refinancing credit in installments.

The last one was paid on March 31st, 2015.

On the day of Annex execution the Company met the conditions necessary for granting the multi-purpose credit

line to the Company on the basis of the Agreement. Due to the above and on the basis of the Annex, the Company

shall be provided by the Credit Line in the amount of up to PLN 135,000,000 divided into:

- credit facility in the current account of up to PLN 35,000,000, which can be used by the Company till May 28th,

2016,

- time credit of up to PLN 100,000,000, which can be used by the Company till May 31st, 2016.

The possible time credit will be paid in 13 equal quarterly installments, i.e. since June 30, 2017 until June 30, 2020.

Interest rate of the credit is defined on the basis of the WIBOR rate for the assumed interest period plus the Bank's

margin.

Other significant conditions of the loan agreement remain unchanged.

V.B. IMPORTANT EVENTS

� Shares buy-back program

On April 1st, 2015, the Management Board of Agora S.A. announced the offer to buy back shares of the Company

(“Offer”). All shareholders of the Company were entitled to participate in the Offer. Within the Offer, the Company

offered to purchase no more than 1,138,380 shares (“Shares”), constituting no more than 2.23% of the Company’s

share capital, however no more than 771,960 bearer shares traded on Warsaw Stock Exchange and no more than

366,420 registered shares. The offered price for the Share was PLN 12.00. The sale offers were accepted since April

7th, 2015 till April 17th, 2015. The entity intermediating in the execution and settlement of the Offer was Bank

Zachodni WBK S.A. – Dom Maklerski BZ WBK.

On April 24th, 2015, the Management Board of Agora S.A. announced that, as a result of the Offer the Company

purchased a total of 771,960 own shares outside of the regulated market, via the brokerage house from Bank

Zachodni WBK S.A. – Dom Maklerski BZ WBK. All purchased shares are ordinary bearer shares quoted on Warsaw

Stock Exchange, each with a nominal value of PLN 1.0, which in total represent 1.52% of the Company’s share capital

and 771,960 votes at the general meeting of the Company, which represents 1.13% of the votes at the general

meeting of the company (“the Purchased Shares”). The purchase price was PLN 12.00 per one Purchased Share and

PLN 9,263,520 for all the Purchased Shares. The Purchased Shares were acquired with the aim of being redeemed.

As a result of the execution of two stages of the own shares purchase program, to which the Management Board of

Agora S.A. was authorized in resolution no. 7 of the Annual General Meeting of Shareholders dated June 24, 2014

and after the settlement of the Offer, the Company holds in total 3,271,960 own shares, each with a nominal value


AGORA GROUP


translation only

of PLN 1.0, which (as at the date of this report) in the aggregate represent 6.42% of the Company's share capital and

3,271,960 votes at the general meeting of shareholders of the Company, which represents 4.81% of total votes at

the general meeting of the Company. In accordance with applicable laws, the Company does not exercise the

shareholder's rights attached to own shares.

On June 26th, 2015, General Meeting of Shareholders of Agora S.A. adopted the resolutions on redemption of the

own shares and decrease of the share capital of the Company by the amount of PLN 3,271,960. Until the publication

of this report, the above change in the amount of the share capital has not been registered.

� Recommendation of the Management Board of Agora S.A. not to pay dividend for 2014

On May 7th, 2015 The Management Board of Agora S.A. informed that on May 7th, 2015, the Company decided not

to recommend to the Annual General Meeting of Shareholders of Agora S.A. the payment of dividend due to the non

- consolidated net loss for the fiscal year 2014.

The Company received, from its legal advisors, law firm Weil, Gotshal & Manges - Pawel Rymarz the limited

partnership company, legal advice on dividend payment for the fiscal year 2014. After the analysis of views and

arguments on the feasibility of dividend payment for the fiscal year in which the Company booked a net loss, the

legal advisors indicated legal umbiguity as well as personal liability of the members of the Company's governing

bodies for illegal dividend payment. The legal advisors recommended the Management Board not to pay the

dividend from the retained earnings for the year in which the Company booked a net loss.

In the Company's opinion, in the face of legal doubts concerning the feasibility of the dividend payment for the fiscal

year 2014 it is justifiable not to pay the dividend for the fiscal year 2014. The above motion received a positive

opinion of the Supervisory Board.

Due to the facts stated above, the Management Board of Agora S.A. did not recommend to the Annual General

Meeting of Shareholders of Agora S.A. passing a resolution on dividend payment.

� General Meeting of Shareholders of Agora S.A.

In the current report dated May 29th, 2015 the Management Board of Agora S.A. convened the Ordinary General

Meeting of Shareholders of Agora S.A. for June 26th, 2015 at 11:00 a.m. (the "General Meeting of Shareholders").

In the current report dated May 29th, 2015, the Management Board of Agora S.A. published the draft resolutions to

be voted on at the General Meeting of Shareholders.

In the current report dated June 26th, 2015, the Management Board of Agora S.A. published the resolutions

adopted by the General Meeting of Shareholders, including resolutions relating to: (i) redemption of the own shares,

(ii) decrease of the Company's share capital and (iii) adoption of the unified text of the Company's Statute.

In the current reports No. 13/2015 dated June 26th, 2015 and No. 13/2015/K dated July 2nd, 2015, the

Management Board of Agora S.A. informed that the following shareholders held more than 5% of the total number

of votes at the General Meeting of Shareholders held on June 26th, 2015:

- Agora - Holding Sp. z o.o. with its registered seat in Warsaw: 22,528,252 votes, i.e. 53.27% votes at the General

Meeting and 33.10% of the total number of votes.

- Otwarty Fundusz Emerytalny PZU "Zlota Jesien": 8,400,000 votes i.e. 19.86% votes at the General Meeting and

12.34% of the total number of votes.

- ING Otwarty Fundusz Emerytalny: 6,200,000 votes, i.e. 14.66% at the General Meeting and 9.11% of the total

number of votes.


AGORA GROUP


translation only

V.C. CHANGES IN CAPITAL AFFILIATIONS OF THE ISSUER WITH OTHER ENTITIES

� Changes in subsidiaries

On January 14th

, 2015, the extraordinary meeting of shareholders of TV Zone Sp. z o.o. adopted the resolution to

increase the share capital by 1,000 new shares with nominal value of PLN 50 per share (in total PLN 50 thousand).

Agora S.A. covered 1,000 new shares with PLN 50 thousand contribution. After the registration of the share capital

increase it amounts to PLN 55 thousand and is divided into 1,100 shares with nominal value of PLN 50 per share.

After the registration of the share capital increase, Agora S.A. owns 1,100 shares, which translates into 100% of the

company’s share capital and 100% of votes at shareholders’ meeting. The District Court for Warsaw, XIII KRS

Commercial Division, registered the increase of the share capital of TV Zone Sp. z o.o. on February 25, 2015.

On April 3rd

, 2015, Grupa Radiowa Agory Sp. z o.o. (“GRA”), Agora’s subsidiary, concluded share sales agreement on

the basis of which GRA acquired 3,000 shares of BDM MEDIA Sp. z o.o. with its registered seat in Cracow (“BDM

MEDIA”) from four shareholders of BDM MEDIA at the price of PLN 936,500. As a result of the above

transaction, GRA owns 3,000 shares, which translates into 100% of the company’s share capital and 100% of votes

at shareholders’ meeting. Additionally, on April 3, 2015 GRA – as an assignee – concluded assignment of claim

agreement with shareholdres of BDM MEDIA – as assignora at the price of PLN 1,903,500. BDM MEDIA owns a radio

licence on a radio channel KRK FM in Cracow. KRK FM radio channel joined the portfolio of GRA. Moreover, National

Braodcasting Council granted its permission to change the station’s name to Radio Pogoda.

On April 13th

, 2015, the District Court for Warsaw, XIII KRS Commercial Division, registered deletion from a register

of Polskie Badania Outdooru Sp. z o.o., the company in which AMS S.A. owned 41% of the company’s share capital.

On June 25th

, 2015 the District Court for Szczecin – Centrum in Szczecin, XIII KRS Commercial Division of the National

Court Register, registered the increase of the share capital of Online Technologies HR Sp. z o.o. adopted by the

General Meeting of Shareholders of Online Technologies HR Sp. z o.o., as a result of which Agora S.A. owns 48 shares

that represent 46.15% of the company’s share capital and 46.15% of votes at the shareholders’ meeting.

On July 2nd

, 2015, Grupa Radiowa Agory Sp. z o.o. (“GRA”), a subsidiary of Agora S.A., acquired 100 shares in the

share capital of Fonia Sp. z o.o. with its registered seat in Sieradz, from four shareholders of that company for the

total price of PLN 5,569,300. As a result of the above transaction, GRA owns 100 shares in the company’s share

capital, which represent 100% of the company’s share capital and 100% of the votes at the shareholders’ meeting.

Additionally, on July 2, 2015, GRA – as an assignee – concluded the receivables assignment agreement with the

shareholders of Fonia Sp. z o.o.– as the assignors, for the total price of PLN 180,700. Fonia Sp. z o.o. holds a license

to broadcast Radio Nostalgia in Warsaw, which joined the portfolio of GRA. Moreover, National Braodcasting Council

granted its permission to change the station’s name to Radio Pogoda.

On July 9th

, 2015, Agora S.A. received a call for acquisition of 44,000 shares of Helios S.A. with its registered seat in

Lodz, from a non-controlling shareholder, pursuant to the provisions of the Guarantee Agreement - Option

Agreement dated 29 October 2010, for a price resulting from the provisions of the Agreement.

On July 16th

, 2015, Agora S.A. acquired 87 shares in the share capital of Sport4People Sp. z o.o. with its registered

seat in Cracow (“S4P”) from two shareholders of that company for the total price of PLN 8,700. As a result of the

above transaction, Agora S.A. owns 180 shares of the nominal value of PLN 100 each and the total nominal value of

PLN 18,000, which represent 100% of the company’s share capital and 100% of the votes at the shareholders’

meeting. On the same day, prior to the acquisition by Agora S.A. of the above mentioned shares, an agreement

terminating the Investment Agreement dated 25 November 2011 was concluded between S4P, non-controlling

shareholders of S4P and Agora S.A.

On July 27th

, 2015, Agora S.A. acquired 9 shares in the share capital of AdTaily Sp. z o.o. with its registered seat in

Warsaw from a shareholder of that company for the total price of PLN 129,421.89. As a result of the above

transaction, Agora S.A. currently owns 684 shares in the share capital of the company, which represent 81.43% of

the company’s share capital and 81.43% of the votes at the shareholders’ meeting.


AGORA GROUP


translation only

V.D. ADDITIONAL INFORMATION

1. Description of the Group

The description of the Group showing the entities subject to consolidation is presented in note 12 to the condensed

semi-annual consolidated financial statements.

2. Changes in ownership of shares or other rights to shares (options) by Management Board

members in the first half of 2015 and until the date of publication of the report

Tab. 20

a. shares

as of

14 August

2015 decrease increase

as of

30 June

2015

decrease increase

as of

31

December

2014

Bartosz Hojka 2,900 - - 2,900 - - 2,900

Tomasz Jagiello 0 - - 0 - - 0

Grzegorz

Kossakowski 44,451 - - 44,451 - - 44,451

Robert Musial 1,233 - - 1,233 - - 1,233

In the described periods, the members of the Management Board did not have any other rights to shares (e.g.

options).

The members of the Management Board participate in the incentive plan described in the note 5 of the condensed

semi-annual consolidated financial statements.

3. Changes in ownership of shares or other rights to shares (options) by Supervisory Board

Members in the first half of 2015 and until the date of publication of the report

Tab. 21

a. shares

as of

14 August

2015 decrease increase

as of

30 June

2015

decrease increase

as of

31

December

2014

Slawomir S. Sikora 0 - - 0 - - 0

Tomasz Sielicki 33 - - 33 - - 33

Andrzej Szlezak 0 - - 0 - - 0

Dariusz Formela 0 - - 0 - - 0

Wanda Rapaczynski 895,490 - - 895,490 19,126 - 914,616

Paweł Mazur 0 - - 0 - - 0

In the described periods, the members of the Supervisory Board did not have any other rights to shares (e.g.

options).

4. Shareholders entitled to exercise over 5% of total voting rights at the General Meeting of

Agora S.A., either directly or through affiliates as of the date of publication of the first half of

2015

Data update is performed on the basis of the official notifications from shareholders entitled to over 5% of total

voting rights at the General Meeting of the Company.


AGORA GROUP


translation only

According to the formal notifications received from the Company’s shareholders, particularly on the basis of art. 69

of Act on Public Offer and the Conditions of Introducing Financial Instruments to the Organized Trading System and

on Public Companies dated July 29, 2005, as of the day of publication of previous quarterly report (i.e. May 11,

2015), the following shareholders were entitled to exercise over 5% of total voting rights at the General Meeting of

the Company:

Tab. 22

No. of shares % of share

capital no. of votes

% of voting

rights

Agora-Holding Sp. z o.o.

(in accordance with the last notification

obtained on January 4, 2013 )

5,401,852 10.60 22,528,252 33.10

Powszechne Towarzystwo Emerytalne PZU S.A.

(Otwarty Fundusz Emerytalny PZU Zlota Jesien oraz

Dobrowolny Fundusz Emerytalny PZU)


obtained on December 27, 2012 )

7,594,611 14.91 7,594,611 11.16

including:

Otwarty Fundusz Emerytalny PZU Zlota Jesien



7,585,661 14.89 7,585,661 11.14

ING Otwarty Fundusz Emerytalny


obtained on September 17, 2014 )

6,359,086 12.48 6,359,086 9.34

� Significant changes in the shareholders’ structure

In the current report published on August 7th, 2015 the Management Board of Agora S.A. announced that the

Company obtained a notification from Nationale-Nederlanden Powszechne Towarzystwo Emerytalne SA with its

registered seat in Warsaw at 12 Topiel Street, acting on behalf of Nationale-Nederlanden Otwarty Fundusz

Emerytalny (before: ING Otwarty Fundusz Emerytalny) ("OFE") and Nationale-Nederlanden Dobrowolny Fundusz

Emerytalny (before: ING Dobrowolny Fundusz Emerytalny) ("DFE") that as a result of share purchase transactions on

Warsaw Stock Exchange, settled on August 4, 2015 OFE and DFE increased their shareholding in the Company,

exceeding 10% of the votes at the General Meeting of Shareholders of the Company.

Before the purchase of shares OFE and DFE held 6,763,404 shares of Agora SA constituting 13.28% of the share

capital of the Company and giving the right to 6,763,404 votes, constituting 9.94% of the total voting rights during

the General Meeting of Shareholders of the Company. On August 7, 2015 OFE and DFE hold on their securities

account 6,806,704 Company's shares, constituting 13.36% of the Company's share capital. These shares entitled OFE

and DFE to 6,806,704 votes during the General Meeting of Shareholders of Agora SA, constituting 10.00% of the

total number of votes.

According to the formal notifications received from the Company’s shareholders, particularly on the basis of art. 69

of Act on Public Offer and the Conditions of Introducing Financial Instruments to the Organized Trading System and

on Public Companies dated July 29, 2005, as of the day of publication of this report for the first half of 2015 the

following shareholders were entitled to exercise over 5% of voting rights at the General Meeting of Shareholders of

the Company:


AGORA GROUP


translation only

Tab. 23

No. of shares % of share

capital no. of votes

% of voting

rights

Agora-Holding Sp. z o.o.


obtained on January 4, 2013 )

5,401,852 10.60 22,528,252 33.10

Powszechne Towarzystwo Emerytalne PZU S.A.

(Otwarty Fundusz Emerytalny PZU Zlota Jesien oraz

Dobrowolny Fundusz Emerytalny PZU)



7,594,611 14.91 7,594,611 11.16

including:

Otwarty Fundusz Emerytalny PZU Zlota Jesien



7,585,661 14.89 7,585,661 11.14

Nationale-Nederlanden Powszechne Towarzystwo

Emerytalne S.A.


obtained on August 7, 2015 )

6,806,704 13.36 6,806,704 10.00

5. OTHER INFORMATION

� The Management Board’s statement of the possible realization of forecasts

The Management Board did not publish any forecasts of financial results and because of that this report does not

present any Management Board’s statement of the possible forecast execution.

� Changes in contingences and court cases

Any changes in contingencies since the date of closing of the last financial year and information about court cases

were described in notes 8 and 9 to the condensed semi-annual consolidated financial statements.

� Related party transactions

Transactions with related parties with the Group are of routine nature and were described in note 11 to the

condensed semi-annual consolidated financial statements.


AGORA GROUP


translation only

6. THE DESCRIPTION OF BASIC HAZARDS AND RISK CONNECTED WITH THE UPCOMING

MONTHS OF THE CURRENT FINANCIAL YEAR

� Macroeconomic risk

Advertising revenues depend on the general economic situation in Poland and in Europe. They grow in the periods

of economic upswing and are marked by considerable decrease in time of the economic slowdown. According to the

Company’s estimations in the first half of 2015, advertisers spent 3.5% yoy more on advertising. Advertisers

increased their expenditure in all media except for press.

Additionally, it should be noted that the level of advertising revenues is dependent on both the ad volume as well as

prices of media purchase.

� Seasonality of advertising spending

The Group advertising revenues are marked by seasonal variation. The Group’s revenues in the first and third

quarter are usually lower than in the second and fourth quarter of a given financial year.

� Advertising market structure and the position of individual media in readership, TV and radio audience

market

The Group’s advertising revenues are generated by the following media: press, outdoor advertising, radio stations,

internet and cinemas. As a result of structural changes and media convergence particular media in the Agora

Group’s portfolio compete both with their business competitors and with television broadcasters - constituting over

half of the advertising market expenditure in the first half of 2015. The next largest segment of advertising market –

Internet held over 22.5% share in total ad spend. Ad expenditure in magazines and dailies constituted 6.5% and 3.5%

share of total ad spend, respectively. Outdoor advertising held, in the first half of 2015, 6.0% of the advertising

market share and radio ad spend constituted 8.0% of total ad expenditure. Cinema advertising in Poland constituted

over 1.0% of all advertising expenditure. Bearing in mind the dynamics of particular media and the current estimates

of advertising market growth in 2015 there is a risk that the share of particular media in the advertising market will

change. This may influence the Group’s position and its revenues.

Additionally, as a result of the changes in media described above and consolidation on the advertising market the

competition between media grows and it may influence Group’s advertising revenues. Moreover, due to those

changes and technological progress there is no certainty that the Group will be able to react to them in a proper

time and manner, which may negatively influence the Group’s position and financial results.

Advertising revenues depend also on the readership figures and shares in radio and television audience. Due to the

process of structural changes in the media consumption, the media market changes dynamically – some sectors can

take advantage of the current changes while other can lose its position on the market. There is no certainty that the

Group’s position in the particular media sectors will remain unchanged.

� Press distribution

The main channel of press distribution, used by every press publisher in Poland, is networks of kiosks situated in

places of intense traffic. Distribution market in Poland is highly concentrated – two main distributors control over

80% of press distribution market. Therefore, significant financial or operational problems of either of them may have

a negative impact on copy sales and the results of the Group.

� Press

Presently paid press experiences a worldwide trend of copy sales decrease and shrinking of advertising expenditure.

Press titles, published by the Group and its competitors, are not resistant to the changes taking place on the press

market. The process of classifieds migration from press to Internet is also taking its place. The dynamics of the above

mentioned processes may have a negative impact on dailies copy sales and the revenues of the Group. Since 2014,

the Group develops system of paid access to the digital content of Gazeta Wyborcza. There is no certainty how this

model of paid access to the digital content of the daily will affect the Group's position in the long term perspective.


AGORA GROUP


translation only

� Internet

Polish Internet advertising market is highly competitive. Number of internet users in Poland is stabilizing. The level of

Internet ad expenditure is also characterized by seasonality. The first and the third quarters of the financial year are

usually characterized by lower revenues and the fourth quarter is marked by higher revenues.

Internet business is highly dependent on technology progress and number of Internet users and maintaining a strong

position on that market is possible by means of investment in modern and innovative technology. In this segment of

advertising market the Group competes with local and international players. There is no guarantee, that on such a

competitive market the Group’s position and ad revenues will be unchanged.

� Outdoor

Outdoor advertising market in Poland is highly competitive. AMS S.A. competes with Polish companies as well as big

international concerns. Outdoor advertising market is of high legal risk due to the possible changes in the rules

regarding the use of public space and introduction of new limitations in the centers of large urban areas, as well as

rules on fees and tax rates related to this business activity. The factors mentioned above may have an impact on the

Group’s result.

In 2014, execution of the contract to construct of 1,580 bus shelters in Warsaw commenced. The investment process

shall last 3 years. The estimated cost of the bus shelters’ construction amounts to ca PLN 80 million. The duration of

the contract is nearly 9 years. The timely execution of the contract carries risk related to the necessity of acquiring a

number of approvals and administration decisions. Additionally, in such a competitive and changing environment

the macroeconomic and market assumptions necessary for the project success may not materialize.

� Cinema

Helios group opens new cinemas in shopping and entertainment centres. Therefore, further development of the

cinema network is dependent upon the construction of new shopping and entertainment galleries in Poland and

ability to compete with other cinema operators for new space lease contracts. The pace of polish infrastructure

development and the situation on the Polish real estate market (i.e. cost of space rent) may influence the results of

cinema operators.

Additionally, the available repertoire affects results of cinema business. Lack of interesting movies, abilities to

promote movies or the quality of movies may negatively affect cinema admissions. Moreover, economic downturn

may translate into lower expenditure on entertainment which may result in lower revenues from ticket sales and

willingness to buy food and beverages in cinema bars. Moreover, the cinema operators compete with other

technologies of film screening, inter alia, in Internet.

� Risks of running licensed business

The Group has been running its activities in radio market for years and since 2014 it started to operate in TV market.

Radio and TV operations are licensed activity in Poland. The license entries determine the scope and form of

business during the time for which the license is granted. There is a risk that demand, from radio and TV audience,

for a certain radio or TV format may decrease, while the Group will not be able to adjust to the market requirements

due to the obligation to respect program entries stated in the license.

� Radio stations

Polish radio ad market is highly competitive. Agora’s radio stations compete with other radio broadcasters, with

national reach, as well as other media – TV, press, internet and outdoor advertising. To maintain audience share it is

important to have a demanded radio format. There is no certainty that the Group’s current position in the radio

audience market will be unchanged. Competing for ad revenue, radio stations (also belonging to different media

concerns), create joint advertising offers. The popularity of these offers may significantly influence the shares of

particular radio broadcasters in radio ad market.


AGORA GROUP


translation only

� Television

Due to the purchase of 41.04% stake in Stopklatka S.A. by Agora on March 12, 2014 r. the Company entered

television market. Our television channel competes with existing television broadcasters and potential new market

entrants. Among Stopklatka TV competitors there are larger broadcasters with better brand recognition and greater

financial resources than us. The increasing success in Poland of DTH, cable and DTT providers will likely result in the

increasing fragmentation of Polish TV viewing audiences, which may make it more difficult for us to persuade

advertisers to purchase airtime in Stopklatka TV. The results of Stopklatka are consolidated under the equity

method.

� Movie business

Movie distribution and co-production is of project nature, which may cause the volatitility of its results and lead to

periodic distortions of the Group’s results. The majority of outlays, especially those related to movie co-production,

is incurred long before the revenues related to that field of operations occur. The impact of this activity on the

Group’s results depends also on the popularity of particular film productions.

� Impairment tests

In line with the International Financial Reporting Standards, the Group runs impairment tests. In the past, some of

the tests resulted in impairment losses, which were reflected in the income statement (unconsolidated or

consolidated). There is no certainty that the tests run in the future will give positive effects.

� Currency risk

The Group’s revenues are expressed in Polish zlotys. Part of the operating cost, connected mainly with cinema

activities, the production materials and services and IT services, is related to the currency exchange rates. The

volatility of currency exchange rates may have influence on the level of Group’s operating cost and its financial

results.

� Risk of losing key employees

The Group’s success is dependent on the involvement and qualifications of its key employees, who contributed

immensely to Group’s development and effective optimization of the Group’s operating processes. Due to the

market competition for highly qualified specialists there is no guarantee that the Group will be able to preserve all

valuable employees.

� Risk of receivables collection

Still a large number of companies in Poland declares bankruptcy, including customers of the Agora Group. The

financial difficulities of customers co-operating with different segments of the Agora Group may affect the Group’s

financial results. Additionally, there is no certainty, that in case of bankruptcy of its customers the Group will collect

all of its receivables.

� The risk of collective dispute

On December 12, 2011 an Inter-union trade organization NSZZ Soldarnosc AGORA S.A i INFORADIO SP. Z O.O.

(“OM”) was created. The trade unions operate in Agora S.A., Inforadio Sp. z o.o., Agora Poligrafia Sp. z o.o., AMS

S.A., Trader.com (Polska) Sp. z o.o. and Grupa Radiowa Agory Sp. z o.o. According to the law requirements the

managment boards of the companies in which trade unions operate consult or negotiate with them decisions in

legally determined cases.

The Group tries to maintain good relations with its employees and solve any problems as they appear, however it

can not be excluded that in the future the Group may experience a collective dispute in law determined cases.


AGORA GROUP


translation only

VI. MANAGEMENT BOARD’S REPRESENTATIONS

1. REPRESENTATION CONCERNING ACCOUNTING POLICIES

Management Board of Agora confirms that, to the best knowledge, the condensed semi-annual unconsolidated and

consolidated financial statements together with comparative figures, have been prepared according to all applicable

accounting standards and give a true and fair view of the state of affairs and the financial result of the Issuer and its

Capital Group.

Management Discussion and Analysis of the Group shows true view of the achievements and the state of affairs of

the Issuer’s Capital Group, including evaluation of risks and dangers.

2. REPRESENTATION CONCERNING ELECTION OF THE COMPANY’S AUDITOR FOR THE REVIEW

OF THE CONDENSED SEMI-ANNUAL FINANCIAL STATEMENTS

Management Board of Agora confirms that the Company’s auditor chosen for the review of semi-annual

unconsolidated and consolidated financial statements has been elected according to applicable rules and that the

company reviewing the Agora’s accounts as well as certified auditors engaged in the review of this financial

statements met objectives to present an objective and independent opinion on the review of the financial

statements in accordance with legal regulations and professional rules.

AGORA GROUP


translation only



Bartosz Hojka - President of the Management Board Signed on the Polish original

Grzegorz Kossakowski - Member of the Management Board Signed on the Polish original

Robert Musial - Member of the Management Board Signed on the Polish original

Tomasz Jagiello - Member of the Management Board Signed on the Polish original


AGORA GROUP

Condensed

semi-annual

consolidated

financial statements

as at 30 June 2015

and for 6 month

period ended

thereon

August 14, 2015

AGORA GROUP Condensed semi-annual consolidated financial statements as at 30 June 2015 and for 6 month period ended thereon

(all amounts in PLN thousands unless otherwise indicated) translation only


CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2015

As at 30 June

2015

unaudited

As at 31

December 2014

audited

Assets

Non-current assets:

Intangible assets 412,210 399,656

Property, plant and equipment 663,286 686,411

Long-term financial assets 111 123

Investments in equity accounted investees 16,186 16,403

Receivables and prepayments 25,222 33,531

Deferred tax assets 6,484 6,678

1,123,499 1,142,802

Current assets:

Inventories 29,233 30,182

Accounts receivable and prepayments 283,661 268,742

Income tax receivable 282 327

Short-term securities and other financial assets 82,750 62,116

Cash and cash equivalents 25,161 52,330

421,087 413,697

Total assets 1,544,586 1,556,499

Accompanying notes are an integral part of these condensed semi-annual consolidated financial statements.




CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2015 (CONTINUED)

Note

As at 30 June

2015

unaudited

As at 31

December 2014

audited

Equity and liabilities

Equity attributable to equity holders of the parent:

Share capital 50,937 50,937

Treasury shares (39,348) (30,060)

Share premium 147,192 147,192

Retained earnings and other reserves 985,133 981,520

1,143,914 1,149,589

Non-controlling interest 16,011 15,490

Total equity 1,159,925 1,165,079

Non-current liabilities:

Deferred tax liabilities 27,967 31,430

Long-term borrowings 3 51,939 53,276

Other financial liabilities 21,500 22,218

Retirement severance provision 2,575 2,363

Provisions 1,043 1,159

Deferred revenues and accruals 4,548 5,819

109,572 116,265

Current liabilities:

Retirement severance provision 30 219

Accounts payable 149,318 161,510

Income tax liabilities 2,975 3,376

Short-term borrowings 3 34,285 40,090

Other financial liabilities 7,926 -

Provisions 2,542 3,532


275,089 275,155

Total equity and liabilities 1,544,586 1,556,499





CONSOLIDATED INCOME STATEMENT FOR SIX MONTHS ENDED 30 JUNE 2015

Six months

ended

Six months

ended

Note

30 June 2015

unaudited

30 June 2014

unaudited

Sales 4 575,571 524,771

Cost of sales (397,027) (375,520)

Gross profit 178,544 149,251

Selling expenses (114,736) (96,427)

Administrative expenses (58,740) (60,499)

Other operating income 6,661 5,133

Other operating expenses (5,589) (7,019)

Operating profit/(loss) 4 6,140 (9,561)

Finance income 2,606 4,328

Finance costs (2,544) (4,053)

Share of results of equity accounted investees (218) (816)

Profit/(loss) before income taxes 5,984 (10,102)

Income tax (1,174) (364)

Net profit/(loss) for the period 4,810 (10,466)

Attributable to:

Equity holders of the parent 3,613 (10,631)

Non-controlling interest 1,197 165

4,810 (10,466)

Basic / diluted earnings per share (in PLN) 0.08 (0.21)





CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR SIX MONTHS ENDED

30 JUNE 2015

Six months

ended

Six months

ended

30 June 2015

unaudited

30 June 2014

unaudited


Other comprehensive income:

Items that will not be reclassified to profit or loss

- -

Items that will be reclassified to profit or loss

- -

Other comprehensive income for the period - -

Total comprehensive income for the period 4,810 (10,466)

Attributable to:

Shareholders of the parent 3,613 (10,631)

Non-controlling interests 1,197 165

4,810 (10,466)


Strona 6 [ w w w . a g o r a . p l ]



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR SIX MONTHS ENDED 30 JUNE 2015

Attributable to equity holders of the parent

Share capital

Treasury

shares

Share

premium

Retained

earnings and

other reserves Total

Non-controlling

interest Total equity

Six months ended 30 June 2015

As at 31 December 2014 audited 50,937 (30,060) 147,192 981,520 1,149,589 15,490 1,165,079

Total comprehensive income for the period

Net profit for the period - - - 3,613 3,613 1,197 4,810

Total comprehensive income for the period - - - 3,613 3,613 1,197 4,810

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners

Dividends of subsidiaries - - - - - (676) (676)

Repurchase of own shares (17) - (9,288) - - (9,288) - (9,288)

Total contributions by and distribtutions to owners - (9,288) - - (9,288) (676) (9,964)

Changes in ownership interests in subsidiaries

Total changes in ownership interests in

subsidiaries - - - - - - -

Total transactions with owners - (9,288) - - (9,288) (676) (9,964)

As at 30 June 2015 unaudited 50,937 (39,348) 147,192 985,133 1,143,914 16,011 1,159,925





CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR SIX MONTHS ENDED 30 JUNE 2015 (CONTINUED)


Share capital

Treasury

shares

Share

premium

Retained

earnings and

other

reserves Total

Non-

controlling



As at 31 December 2013 audited 50,937 - 147,192 991,445 1,189,574 18,021 1,207,595


Net profit/(loss) for the period - - - (10,631) (10,631) 165 (10,466)

Total comprehensive income for the period - - - (10,631) (10,631) 165 (10,466)




Total contributions by and distribtutions to owners - - - - - (586) (586)


Total changes in ownership interests in

subsidiaries - - - - - - -

Total transactions with owners - - - - - (586) (586)

As at 30 June 2014 unaudited 50,937 - 147,192 980,814 1,178,943 17,600 1,196,543





CONSOLIDATED CASH FLOW STATEMENT FOR SIX MONTHS ENDED 30 JUNE 2015

Six months

ended

Six months

ended

30 June 2015

unaudited

30 June 2014

unaudited

Cash flows from operating activities


Adjustments for:

Share of results of equity accounted investees 218 816

Depreciation of property, plant and equipment 39,093 42,088

Amortization of intangible assets 14,384 5,790

Foreign exchange (gain)/loss (67) 41

Interest, net 1,408 2,717

(Profit) / loss on investing activities (1,412) (2,568)

(Decrease) / increase in provisions (1,083) (307)

(Increase) / decrease in inventories 949 (970)

(Increase) / decrease in receivables and prepayments (6,819) (14,901)

(Decrease) / increase in payables (7,421) 15,375

(Decrease) / increase in deferred revenues and accruals 10,464 (1,902)

Other adjustments 536 1,226

Cash generated from operations 56,234 37,303

Income taxes paid (3,432) (906)

Net cash from operating activities 52,802 36,397

Cash flows from investing activities

Proceeds from sale of property, plant and equipment, and intangibles 1,939 7,589

Interest received 588 1,140

Disposal of short-term securities 40,603 50,792

Purchase of property plant and equipment, and intangibles (44,996) (35,829)

Acquisition of subsidiary (net of cash acquired), associates and jointly

controlled entities (2,824) (6,436)

Acquisition of short-term securities (58,000) (47,000)

Loans granted (2,495) (1,320)

Other outflows - (7,000)

Net cash used in investing activities (65,185) (38,064)




Six months

ended

Six months

ended

30 June 2015

unaudited

30 June 2014

unaudited

Cash flows from financing activities

Proceeds from borrowings 15,783 6,953

Proceeds from factoring 8,939 -

Repurchase of own shares (9,288) -

Dividends paid to non-controlling shareholders (676) (416)

Repayment of borrowings (18,524) (23,377)

Payment of finance lease liabilities (8,722) (9,603)

Interest paid (1,730) (3,331)

Other (568) (191)

Net cash used in financing activities (14,786) (29,965)

Net increase / (decrease) in cash and cash equivalents (27,169) (31,632)

Cash and cash equivalents

At start of period 52,330 99,554

At end of period 25,161 67,922




[ w w w . a g o r a . p l ] Strona 10

NOTES TO THE CONDENSED SEMI-ANNUAL CONSOLIDATED FINANCIAL STATEMENTS

AS AT 30 JUNE 2015 AND FOR SIX MONTH PERIOD ENDED THEREON

1. GENERAL INFORMATION

Agora S.A. with its registered seat in Warsaw, Czerska 8/10 street (“the Company”) principally produces, sells and

promotes daily newspapers (including Gazeta Wyborcza) and carries out the Internet activity. The Company is active

in cinema segment through its subsidiaries Helios S.A. and Next Film Sp. z o.o. (“Helios group”) and in the outdoor

segment through a subsidiary AMS S.A. (“AMS”). Addtionally, the Company controls 6 radio broadcasting companies

and is active as a publisher in magazines, periodicals and books segment. Moreover, the Agora Group offers printing

services for external clients in printing houses belonging to Agora S.A. and its subsidiary Agora Poligrafia Sp.z o.o.

Since March 2014, Agora is also present in TV segment by holding shares in Stopklatka S.A. The Group also engages in

projects related to production and coproduction of movies.

As at 30 June 2015 the Agora Group (“the Group”) comprised: the parent company Agora S.A., and 17 subsidiaries.

Additionally, the Group held shares in a jointly controlled entity Stopklatka S.A. (from March 12, 2014) and in four

associates: GoldenLine Sp. z o.o., Online Technologies HR Sp. z o.o., Instytut Badan Outdooru IBO Sp. z o.o. and

Hash.fm Sp. z o.o. (since July 18, 2014). The Group carries out activity in all major cities of Poland.

Financial statements were prepared as at and for six months ended 30 June 2015, with comparative figures presented

as at 31 December 2014 and for six months ended 30 June 2014.

The financial statements were authorized for issue by the Management Board of Agora S.A. on August 14, 2015.

2. STATEMENT OF COMPLIANCE

The Consolidated Balance Sheet as of 30 June 2015, the Consolidated Income Statement, the Consolidated Statement

of Comprehensive Income, the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in

Equity for six months ended 30 June 2015 have not been audited. The Consolidated Financial Statements as at and

for twelve months ended 31 December 2014 have been audited by an independent auditor who issued an unqualified

opinion.

The Condensed semi-annual Financial Statements have been prepared under International Accounting Standard 34

“Interim Financial Reporting”, according to art. 55 point 5 of Accounting Act (Official Journal from 2013, item 330 with

subsequent amendments), regulations issued based on that Act and the Decree of Minister of Finance dated

19 February 2009 on current and periodic information provided by issuers of securities and the conditions for

recognition as equivalent information required by the law of a non-Member State (Official Journal from 2014, item

133).

In the preparation of these condensed semi-annual consolidated financial statements, the Group has followed the

same accounting policies as used in the Consolidated Financial Statements as at December 31, 2014, except for the

changes described below. The condensed semi-annual consolidated financial statements as at 30 June, 2015 should be

read together with the audited consolidated financial statements as at December 31, 2014.

For the Group’s financial statements for the year started with January 1, 2015 the following new intepretations and

amendments to existing standards, which were endorsed by the European Union, are effective:

1) IFRIC Interpretation 21 Levies; 2) Amendments to IFRS - Improvements 2011-2013.

The application of the amendments have no impact on the consolidated financial statements.




3. LONG-TERM AND SHORT-TERM BORROWINGS

On the basis of the Annex no. 1 to the multi - purpose credit line agreement signed on 26 May 2015 with Bank Polska

Kasa Opieki S.A., Agora S.A. was provided with a time credit of up to PLN 100.0 million, which may be used by 31 May

2016 and with a credit facility in the current account of up to PLN 35.0 million, which may be used by 28 May 2016.

In the first half of 2015, the Company repaid the last installment of the credit line used in previous years. As at 30 June

2015, the outstanding amount of the credit facility in the current account amounted to PLN 6,150 thousand.

As at 30 June 2015, external debt of the Helios group (Helios S.A. and Next Film Sp. z o.o.) including bank loans and

finance lease liabilities amounted to PLN 80,074 thousand. This amount consisted of:

- bank loans in the amount of PLN 38,464 thousand (including PLN 24,581 thousand presented in non-current part);

- finance lease liabilities in the amount of PLN 41,610 thousand (including PLN 27,358 thousand presented in non-

current part) - connected mainly with finance leasing of the cinema equipment and cars.

4. SALES AND SEGMENT INFORMATION

In these condensed semi-annual consolidated financial statements, in accordance with IFRS 8 Operating segments,

information on operating segments are presented on the basis of components of the Group that management

monitors in making decisions about operating matters. Operating segments are components of the Group, about

which separate financial information is available, that is evaluated regularly by the chief operating decision maker in

the process of decision making regarding allocation of resources and assessing the performance of the Group.

For management purposes, the Group is organized into business units based on their products and services.

From 1 January 2014, the Group activities are divided into six reportable operating segments as follows:

1) the Press segment includes the Group’s following activities: publishing of Gazeta Wyborcza and Metro as well as

publishing of the magazines within Agora’s Magazine Department and Free Press division,

2) the Movies and Books segment includes the Group’s activities within the cinema management of Helios S.A., film

distribution activities of Next Film Sp. z o.o. as well as activities of Agora`s Special Projects Department (including book

collections and film production),

3) the Outdoor segment includes the activities within the AMS Group, which provides advertising services on different

forms of outdoor advertising panels,

4) the Internet segment includes the following Group’s activities: the Internet and multi-media products and services

within the Agora’s Internet department, Trader.com (Polska) Sp. z o.o., AdTaily Sp. z o.o., Sport4People Sp. z o.o. and

Sir Local Sp. z o.o.,

5) the Radio segment includes the Group’s activities within local radio stations, super-regional TOK FM radio and

Agora’s Radio Department,

6) the Print segment includes the Group’s activities related to printing services within the Agora’s Printing Department

and Agora Poligrafia Sp. z o.o.

Accounting policies for operating segments are the same as followed by the Agora Group, besides some issues

described below.

Data within each reportable segment are consolidated pro-forma. The Management Board monitors the operating

results of its business units separately for the purpose of making decisions about resource allocation and performance

assessment. Press segment operating costs associated with the production of the Group's own titles are settled on the

basis of allocation of direct and indirect costs associated with their production from the Print segment. Segment

performance is evaluated based on operating profit or loss.

Operating results of reportable segments do not include:

a) revenues and total cost of cross-promotion of Agora’s different media if such promotion is executed without prior

reservation between segments of the Agora Group; the direct variable cost of campaigns carried out on advertising

panels is the only cost that is included above; it is allocated from the Outdoor segment to other segments,

b) amortisation recognised on consolidation (described below).




Group financing (including finance costs and finance revenue) and income tax are managed on a Group level and are

not allocated to operating segments. Transfer prices between operating segments are set on the market basis in the

manner similar to transactions with third parties.

Reconciling positions show data not included in particular segments, inter alia: other revenues and costs of Agora’s

supporting divisions (centralized IT, administrative, HR functions, etc.) and the Management Board, Agora TC Sp. z

o.o., intercompany eliminations and other matching adjustments which reconcile the data presented in the

management reports to the consolidated financials of the Agora Group.

Operating depreciation and amortisation includes amortisation of intangible assets and fixed assets of each segment.

Amortisation recognised on consolidation can be defined as consolidation adjustments, inter alia: the amortisation of

intangible assets and adjustments to property, plant and equipment recognised directly on consolidation.

Impairment losses and reversals of impairment losses show impairment losses and their reversals presented in other

operating expenses and income.

Amount of investment in associates and joint ventures accounted for by the equity method include the amount of

acquired shares adjusted by the Group`s share of net results of those entities accounted for by the equity method. The

financials presented for six months ended 30 June 2015 and 30 June 2014 relate to GoldenLine Sp. z o.o., Online

Technologies HR Sp. z o.o, Instytut Badan Outdooru Sp. z o.o. , Stopklatka S.A. (from March 12, 2014) and Hash.fm Sp.

z o.o. (from August 1, 2014).

Capital expenditure consists of additions based on the invoices booked in the reported period (purchases of intangible

and fixed assets).

The Agora Group does not present geographical reporting segments, because its business activities are carried out

mainly in Poland.




4. SALES AND SEGMENT INFORMATION (CONTINUED)


Press

Movies and

books

Outdoor

Internet

Radio

Print

Reconciling

positions

Total

Revenues from external customers 144,791 159,330 72,751 69,108 46,161 80,426 3,004 575,571

Intersegment revenues (2) 3,945 8,174 1,351 2,546 2,585 715 (19,316) -

Total revenues 148,736 167,504 74,102 71,654 48,746 81,141 (16,312) 575,571

Total operating cost (1), (2), (3) (141,210) (156,683) (64,750) (61,040) (44,290) (79,518) (21,940) (569,431)

Operating profit / (loss) (1) 7,526 10,821 9,352 10,614 4,456 1,623 (38,252) 6,140

Net finance income and cost 62 62


investees (3) - - (15) 216 - - (419) (218)

Income tax (1,174) (1,174)

Net profit 4,810

(1) segments do not include amortisation recognised on consolidation, which is presented in reconciling positions;

(2) the amounts do not include revenues and total cost of cross-promotion of Agora’s different media if such promotion is executed without prior reservation between segments of the

Agora Group; the direct variable cost of campaigns carried out on advertising panels is the only cost that is included above; it is allocated from the Outdoor segment to other segments;

(3) reconciling positions show data not included in particular segments, inter alia: other cost and the result on other operating activities of Agora’s support divisions (centralized IT,

administrative, HR functions, etc.) and the Management Board and Agora TC Sp. z o.o. (PLN 44,403 thousand), intercompany eliminations and other matching adjustments which

reconcile the data presented in the management reports to the consolidated financials of the Agora Group. In case of equity accounted investees, the reconciling positions include the

investment in Stopklatka S.A.






Press

Movies and

books (3)

Outdoor

Internet

Radio

Print

Reconciling

positions

Total

Operating depreciation and

amortisation (4,959) (21,198) (6,019) (2,716) (1,369) (8,062) (8,478) (52,801)

Amortisation recognised on

consolidation (1) - (269) - (534) - - 127 (676)

Impairment losses (1,327) (460) (892) (438) (261) (143) 140 (3,381)

Reversals of impairment losses 1,061 221 686 150 145 47 1 2,311

Capital expenditure (2) 661 11,100 22,064 744 1,362 977 1,385 38,293

As at 30 June 2015

Press

Movies and

books Outdoor Internet Radio Print

Reconciling

positions (4) Total

Property, plant and equipment and

intangible assets 72,034 263,100 249,391 50,011 74,811 185,061 181,088 1,075,496

Investments in associates and joint

ventures accounted for by the equity

method - - - 13,259 - - 2,927 16,186

(1) is not presented in operating result of the Group’s segments;

(2) based on invoices booked in the period;

(3) capital expenditure include lease property, plant and equipment in the amount of PLN 4,300 thousand.

(4) reconciling positions include mainly Company’s headquarter (PLN 116,378 thousand) and other property, plant and equipment and intangible assets of Agora’s support divisions and

Agora TC Sp. z o.o. not included in particular segments and intercompany eliminations. In case of equity accounted investees, the reconciling positions include the investment in

Stopklatka S.A.






Press

Movies and

books

Outdoor

Internet

Radio

Print

Reconciling

positions

Total



Total revenues 149,749 125,249 73,681 60,704 41,301 85,554 (11,467) 524,771


Operating profit/(loss) (1) 15,227 2,729 2,036 10,398 3,129 (1,236) (41,844) (9,561)



investees (3) - - (90) 107 (833) (816)

Income tax (364) (364)

Net loss (10,466)













Press

Movies and

books (3)

Outdoor

Internet Radio

Print

Reconciling

positions

Total


amortisation (4,869) (12,706) (8,246) (2,511) (1,305) (8,302) (9,263) (47,202)


consolidation (1) - (269) - (534) - - 127 (676)

Impairment losses (1,635) (278) (1,441) (427) (320) (400) (247) (4,748)

Reversals of impairment losses 451 169 165 184 116 18 6 1,109

Capital expenditure (2) 679 20,554 4,366 2,389 1,004 783 3,537 33,312

As at 30 June 2014

Press

Movies and


Reconciling

positions (4) Total





method - - 123 11,798 - - 5,353 17,274






Stopklatka S.A.




5. INCENTIVE PLANS BASED ON FINANCIAL INSTRUMENTS

Starting from the third quarter 2013, Management Board members of the Company participate in an incentive

program (“3-Year-Long Incentive Plan” for the period of 2013-2015), which is described in consolidated financial

statements for the year 2014.

The rules, goals, adjustments and conditions for 3-Year-Long Incentive Plan fulfillment for the Management Board

members are described in the Supervisory Board resolution.

Till the end of 2014 the 3-Year-Long Incentive Plan was based on two components: the stage of realisation of the

financial result (“the EBITDA target”) and the percent of Company’s share price increase (“the Target of Share Price

Increase”).

In 2014, due to the fulfillment of the condition concerning the achievement of certain EBITDA level of the Group

(being the sum of operating profit/loss and amortization and depreciation), the liability relating to the EBITDA target

component of the Plan accumulated so far has been reversed and credited to the Income Statement in the fourth

quarter of 2014.

As a result, starting from the first quarter of 2015, the potential reward resulting from the 3-Year-Long Incentive Plan

is based only on the percent of Company’s share price increase.

The fair value of the provision for the cost of potential reward concerning the realization of the Target of Share Price

Increase, was estimated on the basis of the Binomial Option Price Model (Cox, Ross, Rubinstein model), which takes

into account – inter alia – actual share price of the Company (as at the balance sheet date of the current financial

statements) and volatility of the share price of Company during the last 12 months preceding the balance sheet date.

The value is charged to the Income Statement in proportion to the full period of the 3-Year-Long Incentive Plan, that is

from December 1, 2013 (the grant date) till June 30, 2016 (the vesting date).

The basic parameters of the Binomial Option Price Model used for calculation of the fair value of the potential reward

from the realization of the Target of Share Price Increase and the cost to the Income statement of the Agora Group for

the period, are described below:

the share price of Agora S.A. as at the present balance sheet date PLN 11.95

volatility of the share price of Agora S.A. during the last 12 months % 28.75

the Basic Share Price PLN 9.00

Risk-free rate % 1.34-2.15

(at the maturity date)

To estimate the fair values above, the probability ratio of the fullfilment by eligible employees of the non-market

conditions mentioned above is equal to 90.0%.

Total impact of the 3-Year-Long Incentive Plan on the consolidated financial statements of the Agora Group:

Six months

ended 30

June 2015

Six months

ended 30

June 2014

Income statement – increase/(decrease) of staff costs

1,825

299

Income statement - deferred income tax (347) (57)

Liabilities: accruals - as at the end of the period 1,943 994

Deferred tax asset - as at the end of the period 369 189




The impact of the 3-year-long Incentive Program concerning the Management Board of Agora S.A.:

Six months

ended 30

June 2015

Six months

ended 30

June 2014

Bartosz Hojka 457 72

Tomasz Jagiello 456 72

Grzegorz Kossakowski 456 83

Robert Musial 456 72

1,825

299

6. CHANGES IN PROVISIONS AND IMPAIRMENT LOSSES FOR ASSETS

In the period from January 1, 2015 to June 30, 2015 the following impairment losses were accounted:

- impairment loss for financial assets: decrease by PLN 63 thousand,

- impairment loss for receivables: decrease by PLN 3,213 thousand,

- impairment loss for inventory: increase by PLN 838 thousand,

- impairment loss for tangible assets and intangible assets: increase by PLN 5 thousand.

Additionally in the period from January 1, 2015 to to June 30, 2015 the following provisions were changed:

- provision for penalties, interests and similar: decrease by PLN 62 thousand,

- provision for onerous contracts: decrease by PLN 116 thousand,

- provision for legal claims and similar: decrease by PLN 702 thousand,

- retirement severance provision: increase by PLN 23 thousand,

- provision for group lay-offs: used in the amount of PLN 227 thousand.

7. EQUITY

According to IAS 29 "Financial Reporting in Hyperinflationary Economies", the Polish economy was regarded as

hyperinflationary up to 1996.

IAS 29 requires the share capital of the Group to be restated by applying the general price index.

Retrospective application of IAS 29 with regard to equity would result in an increase of share capital of the Group with

corresponding decrease of retained earnings by the same amount. Consequently, the restatement of share capital due

to hyperinflation does not affect the value of equity of the Group, only the structure of the equity is affected.

Polish regulations, commercial code in particular, do not rule the way how this type of adjustment should be carried

out (especially adjustments to equity of companies).

Consequently, due to lack of impact on equity of the Group following the hyperinflationary adjustment and lack

of regulations in Polish law, the Group did not post any adjustment to equity as a consequence of IAS 29 application.




8. CONTINGENCIES, GUARANTEES AND OTHER COLLATERALS

As at 30 June 2015, the Group had contingencies, guarantees and other collaterals arising in the ordinary course of

business from which it is anticipated that no material liabilities will arise, other than those noted below:

Amount

Benefiting party Debtor Valid till 30 June

2015

31 Dec

2014

Provisions

booked

Guarantees provided by Agora

S.A.

Bank Pekao S.A. Agora’s

employees

30 Nov 2015 -

05 Jul 2020

255 255 -

Bank Pekao S.A. RDR Sp. z o.o. 27 Jun 2016 14,400 - -

Bank Pekao S.A. Trader.com

(Polska) Sp. z

o.o.

27 Jun 2016

2,400

-

-

Guarantees provided by AMS S.A.

Tejbrant Polska Sp. z o.o. Adpol Sp. z o.o. 30 Jun 2017 3,000 3,000 -

Guarantees provided by Adpol Sp. z o.o.

mBank S.A. AMS S.A. 28 Feb 2017 -

30 Apr 2017

56,400 56,400 -

mFaktoring S.A. AMS S.A. 17 Dec 2015 15,000 - -

Bills of exchange issued by AMS S.A. and Adpol Sp. z o.o.

Urzad Miejski Wroclawia AMS S.A. 31 May 2016 34 34 -

Gmina Miasto Szczecin AMS S.A. indefinite

period

90 90 -

mBank S.A. AMS S.A. 16 Dec 2015 -

31 Dec 2017

2,755 1,933 -

Zarzad Drog Miejskich Warszawa Adpol Sp. z o.o. 1 Jan 2022 200 200 -

The total amount of the contingencies, guarantees and other collaterals is smaller than 10% of the Group’s equity.

Additionally, Helios S.A. issued blank promissory notes as collaterals for bank loan agreements and finance lease

agreements and guarantees on rent agreements and AMS S.A. issued a blank promissory note as a collateral for

factoring liabilities.

Moreover, AMS S.A. provided to the bank cash deposits as a cash collateral securing the bank guarantees issued in

relation to the concession contract for construction and utilization of bus shelters in Warsaw. As at 30 June 2015 the

deposit receivable amounts to PLN 37.6 million (including PLN 21.6 million presented within long-term receivables).

Information on contingent liabilities related to legal disputes is described in note 9.

9. COURT CASES

As at June 30, 2015, the Group has not entered into litigation for claims or liabilities that in total exceed 10% of the

Group’s equity. Provision for legal claims as at June 30, 2015, amounted to PLN 785 thousand (as at December 31,

2014: PLN 1,421 thousand).




Additionally, as at June 30, 2015, the companies of the Group are a party of legal disputes in the amount of PLN 2,404

thousand (as at December 31, 2014: PLN 3,962 thousand) in cases when the Management Board estimates the

probability of loss for less than 50%. Such disputes are contingent liabilities.

10. SEASONALITY

Advertising revenues are subject to seasonality – revenues earned in the first and third quarters are lower than

in the second and fourth quarters.

Cinema revenues are subject to seasonality – revenues earned in the second and third quarters are usually lower than

in the first and fourth quarters.

11. RELATED-PARTY TRANSACTIONS

(a) Management Board and Supervisory Board remuneration

The remuneration of Management Board members of Agora S.A. amounted to PLN 2,008 thousand (six months ended

June 30, 2014: PLN 1,781 thousand).

The remuneration of Supervisory Board members of Agora S.A. amounted to PLN 234 thousand (six months ended

June 30, 2014: PLN 197 thousand).

(b) Other related parties (not consolidated)

There were no material transactions and balances with entities other that disclosed below:

Six months

ended 30 June

2015

Six months

ended 30 June

2014

Related companies

Sales 384 636

Purchases of goods and services (694) (384)

Interest income on loans granted 100 92

Other operating income 123 58

As at 30 June

2015

As at 31

December 2014

Related companies

Short-term receivables 236 400

Short-term liabilities 559 286

Loans granted 6,798 4,203

The above transactions carried out between related parties are of routine nature.




12. DESCRIPTION OF THE GROUP

The list of companies from the Group:

% of shares held (effectively)

Subsidiaries consolidated

30 June

2015

31 December

2014

1 Agora Poligrafia Sp. z o.o., Tychy 100.0% 100.0%

2 AMS S.A., Warsaw 100.0% 100.0%

3 IM 40 Sp. z o.o., Warsaw (1) 72.0% 72.0%

4 Grupa Radiowa Agory Sp. z o.o. (GRA), Warsaw 100.0% 100.0%

5 Adpol Sp. z o.o., Warsaw (2) 100.0% 100.0%

6 Inforadio Sp. z o.o., Warsaw (1) 66.1% 66.1%

7 Agora TC Sp. z o.o., Warsaw 100.0% 100.0%

8 Radiowe Doradztwo Reklamowe Sp. z o.o. (RDR), Warsaw (1) 100.0% 100.0%

9 Trader.com (Polska) Sp. z o.o., Warsaw 100.0% 100.0%

10 AdTaily Sp. z o.o., Cracow 80.4% 80.4%

11 Helios S.A., Lodz 88.1% 88.1%

12 Next Film Sp. z o.o., Lodz (3) 88.1% 88.1%

13 Sport4People Sp. z o.o., Cracow 56.5% 56.5%

14 Projekt Inwestycyjny Sp. z o.o., Warsaw (1) 70.0% 70.0%

15 Sir Local Sp. z o.o., Warsaw 78.4% 78.4%

16 TV Zone Sp. z o.o., Warsaw 100.0% 100.0%

17 BDM MEDIA Sp. z o.o., Cracow (1), (4) 100.0% -

Joint ventures and associates accounted for the equity method

18 GoldenLine Sp. z o.o., Warsaw 36.0% 36.0%

19 Online Technologies HR Sp. z o.o., Szczecin 46.2% 46.2%

20 Instytut Badan Outdooru IBO Sp. z o.o., Warsaw 40.0% 40.0%

21 Stopklatka S.A., Warsaw 41.0% 41.0%

22 Hash.fm Sp. z o.o., Warsaw 49.5% 49.5%

Companies excluded from consolidation and equity accounting

23 Polskie Badania Internetu Sp. z o.o., Warsaw 15.8% 15.8%

24 Polskie Badania Outdooru Sp. z o.o. in liquidation, Warsaw (2), (5) - 41.0%

(1) indirectly through GRA Sp. z o.o.;

(2) indirectly through AMS S.A.;

(3) indirectly through Helios S.A.;

(4) shares purchased on April 3, 2015;

(5) liquidated on April 13, 2015.

13. BUSINESS COMBINATIONS

On January 14

th, 2015, the meeting of shareholders of TV Zone Sp. z o.o. adopted the resolution to increase the share

capital by 1,000 new shares with nominal value of PLN 50 per share (in total PLN 50 thousand). Agora S.A. covered

1,000 new shares with PLN 50 thousand contribution. After the registration of the share capital increase it amounts to

PLN 55 thousand and is divided into 1,100 shares with nominal value of PLN 50 per share. After the registration of the

share capital increase, Agora S.A. owns 1,100 shares, which translates into 100% of the company’s share capital and

100% of votes at shareholders’ meeting. The District Court for Warsaw, XIII KRS Commercial Division, registered the

increase of the share capital of TV Zone Sp. z o.o. on February 25, 2015.

On April 3rd

, 2015, Grupa Radiowa Agory Sp. z o.o. (“GRA”), Agora’s subsidiary, concluded share sales agreement on

the basis of which GRA acquired 3,000 shares of BDM MEDIA Sp. z o.o. with its registered seat in Cracow (“BDM

MEDIA”) from four shareholders of BDM MEDIA at the price of PLN 936.5 thousand. As a result of the above




transaction, GRA owns 3,000 shares, which translates into 100% of the company’s share capital and 100% of votes at

shareholders’ meeting. Additionally, on April 3, 2015 GRA – as an assignee – concluded assignment of claim

agreement with shareholders of BDM MEDIA – as assignors - at the price of PLN 1,903.5 thousand. BDM MEDIA owns

a radio licence on a radio channel KRK FM in Cracow. KRK FM radio channel joined the portfolio of GRA. Moreover,

National Braodcasting Council granted its permission to change the station’s name to Radio Pogoda.

Business combination accounting

As a result of the above mentioned transactions, the Group has obtained control over the company BDM MEDIA. Since

the date of its acquisition the company is fully consolidated. The total purchase price comprising the cash transferred

to the previous owners amounted to PLN 2,840 thousand.

The fair value of acquired assets and liabilities as of the acquisition date is as follows:

in PLN thousand

Fair value as at

acquisition date

Non-current assets:

Intangible assets 13

Property, plant and equipment 250

263

Current assets:

Accounts receivable 103

Other receivables and prepayments 40

Cash and cash equivalents 16

159

Total assets 422

Current liabilities

Accounts payable 145

Other current liabilities 12

Total liabilities 157

Identifiable net assets at fair value 265

Goodwill as at acquisition date 2,575

Purchase price 2,840

Goodwill is attributable mainly to synergies arising from combining the company with the radio segment of the Agora

Group and expected increase of the market share. None of the goodwill recognised is expected to be deductible for

income tax purposes.

The acquisition-related costs of PLN 9 thousand have been expensed and are included in administrative expenses in

the income statement of the Agora Group.

From the date of acquisition till June 30, 2015, BDM MEDIA has contributed revenues of PLN 64 thousand and a loss of

PLN 344 thousand to the revenues and net profit of the Agora Group, respectively. If the acquisition had occured at

the beginning of the year, the revenue of the Agora Group for the period ended 30 June 2015 would have been PLN

575,635 thousand and the net profit would have been PLN 4,466 thousand.

On April 13th

, 2015, the District Court for Warsaw, XIII KRS Commercial Division, registered deletion from a register of

Polskie Badania Outdooru Sp. z o.o., the company in which AMS S.A. owned 41% of the company’s share capital.




On June 25th

, 2015 the District Court for Szczecin – Centrum in Szczecin, XIII KRS Commercial Division of the National

Court Register, registered the increase of the share capital of Online Technologies HR Sp. z o.o. adopted by the

General Meeting of Shareholders of Online Technologies HR Sp. z o.o., as a result of which Agora S.A. owns 48 shares

that represent 46,15% of the company’s share capital and 46,15% of votes at the shareholders’ meeting.

14. FUNCTIONAL CURRENCY AND PRESENTATION CURRENCY FOR THE CONDENSED SEMI –

ANNUAL CONSOLIDATED FINANCIAL STATEMENTS OF AGORA S.A. AND THE TRANSLATION

METHOD OF FINANCIAL DATA

The functional and presentation currency for Agora S.A. and other companies as well as for the presented semi –

annual consolidated financial statements is Polish zloty.

Selected financial data presented in the financial statements has been translated into EURO in the following way:

� income statement and cash flow statement figures for the two quarters of 2015 (two quarters of 2014) using the

arithmetic average of exchange rates published by NBP and ruling on the last day of each month for two quarters.

For the two quarters of 2015 EURO 1 = PLN 4.1341 (EURO 1 = PLN 4. 1784).

� balance sheet figures using the average exchange rates published by NBP and ruling as at the balance sheet date.

The exchange rate as at 30 June 2015 – EURO 1 = PLN 4.1944; as at 31 December 2014 – EURO 1 = PLN 4.2623, as

at 30 June 2014 – EURO 1 = PLN 4.1609.

15. PROPERTY, PLANT AND EQUIPMENT

In the period from January 1, 2015 to June 30, 2015, the Group purchased property, plant and equipment in the

amount of PLN 39,968 thousand (in the period of January 1, 2014 to June 30, 2014: PLN 40,396 thousand).

As at June 30, 2015, the commitments for the purchase of property, plant and equipment amounted to PLN 35,273 thousand (as at December 31,2014: PLN 41,836 thousand).

The Management Board of the Company would like to point out that the commitments for the purchase of property,

plant and equipment include also future liabilities resulting from the signed agreements related to the realization of

the concession contract for the construction and utilization of 1,580 bus shelters in Warsaw. The parties of the

consortium AMS - Ströer decided that AMS S.A. shall accrue all the outlays related to the investment process, the

maintenance cost related to bus shelters and future revenue from the utilization of bus shelters. The investment

process has commenced in 2014 and shall last 3 years. The estimated total cost of the bus shelter construction

amounts to ca PLN 80 million.

Moreover, according to the medium term development plans of the Agora Group announced in March 2014, the

subsidiary Helios S.A., plans to open new cinema facilities. Till the end of 2018 the investment outlays related to this

process may amount to ca PLN 80 million.

16. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

The Group applies the following hierarchy for disclosing information about fair value of financial instruments – by

valuation technique:

Level 1: quoted prices in active markets (unadjusted) for identical assets or liabilities;

Level 2: valuation techniques in which inputs that are significant to fair value measurement are observable, directly or

indirectly, market data;

Level 3: valuation techniques in which inputs that are significant to fair value measurement are not based on

observable market data.

The table below shows financial instruments measured at fair value at the balance sheet date:




As at 30

June 2015 Level 1

Level 2

Level 3

Certificates in open investment funds 75,927

-

75,927

-

Financial assets measured at fair value 75,927

-

75,927

-

Put option liabilities (1) 17,636

-

-

17,636

Contingent payment liability 4,483

-

-

4,483

Financial liabilities measured at fair value 22,119

-

-

22,119

As at 31

December

2014

Level 1

Level 2

Level 3


-

57,888

-


-

57,888

-

Put option liabilities 17,735

-

-

17,735


-

-

4,483


-

-

22,218

(1) As at June 30, 2015, PLN 619 thousand is presented as current liabilities.

The table below shows a reconciliation from the beginning balance to the ending balance for financial instruments in

Level 3 of the fair value hierarchy:

As at 30

June 2015

As at 31

December

2014

Opening balance 22,218

27,592

Additions resulting from initial recognition -

4,483

Expiration of put option recognised in equity -

(6,252)

Remeasurement of put options recognised in profit or loss (99)

(3,605)

Closing balance 22,119

22,218

Key assumptions that are most significant to the fair value measurement of financial instruments in Level 3 of the fair

value hierarchy include: estimated level of the EBITDA result (being the sum of operating profit/loss and amortization

and depreciation) during the period specified in put option conditions and discount rate.




17. SHARES BUY-BACK PROGRAM

On April 1, 2015, the Management Board of Agora S.A. announced the second offer to buy back shares of the

Company (“Offer”). All shareholders of the Company were entitled to participate in the Offer. Within the Offer, the

Company offered to purchase no more than 1,138,380 shares (“Shares”), constituting no more than 2.23% of the

Company’s share capital, however no more than 771,960 bearer shares traded on Warsaw Stock Exchange and no

more than 366,420 registered shares. The offered price for the Share was PLN 12.00. The sale offers were accepted

since April 7th, 2015 till April 17th, 2015. The entity intermediating in the execution and settlement of the Offer was

Bank Zachodni WBK S.A. – Dom Maklerski BZ WBK.

On April 24, 2015, the Management Board of Agora S.A. announced that, as a result of the Offer the Company

purchased a total of 771,960 own shares outside of the regulated market, via the brokerage house from Bank

Zachodni WBK S.A. – Dom Maklerski BZ WBK. All purchased shares are ordinary bearer shares quoted on Warsaw

Stock Exchange, each with a nominal value of PLN 1.0, which in total represent 1.52% of the Company’s share capital

and 771,960 votes at the general meeting of the Company, which represents 1.13% of the votes at the general

meeting of the company (“the Purchased Shares”). The purchase price was PLN 12.00 per one Purchased Share and all

expenditure incurred on execution and settlement of the Offer amounted to PLN 9,288 thousand. The Purchased

Shares were acquired with the aim of being redeemed.

As a result of the execution of two stages of the own shares purchase program to which the Management Board of

Agora S.A. was authorized in resolution no. 7 of the Annual General Meeting of Shareholders dated June 24, 2014 and

after the settlement of the Offer, the Company holds in total 3,271,960 own shares, each with a nominal value of PLN

1.0, which (as at the date of this report) in the aggregate represent 6.42% of the Company's share capital and

3,271,960 votes at the general meeting of shareholders of the Company, which represents 4.81% of total votes at the

general meeting of the Company. In accordance with applicable laws, the Company does not exercise the

shareholder's rights attached to own shares.

On June 26, 2015, General Meeting of Shareholders of Agora S.A. adopted the resolutions on redemption of the own

shares and decrease of the share capital of the Company by the amount of PLN 3 271 960. Until the publication of this

report, the above change in the amount of the share capital has not been registered.

18. POST BALANCE-SHEET EVENTS

On July 2nd

, 2015, Grupa Radiowa Agory Sp. z o.o. (“GRA”), a subsidiary of Agora S.A., acquired 100 shares in the share

capital of Fonia Sp. z o.o. with its registered seat in Sieradz, from four shareholders of that company for the total price

of PLN 5,569 thousand. As a result of the above transaction, GRA owns 100 shares in the company’s share capital,

which represent 100% of the company’s share capital and 100% of the votes at the shareholders’ meeting.

Additionally, on July 2, 2015, GRA – as an assignee – concluded the receivables assignment agreement with the

shareholders of Fonia Sp. z o.o.– as the assignors, for the total price of PLN 181 thousand. Fonia Sp. z o.o. holds a

license to broadcast Radio Nostalgia in Warsaw, which joined the portfolio of GRA. Moreover, National Braodcasting

Council granted its permission to change the station’s name to Radio Pogoda.

On July 9th

, 2015, Agora S.A. received a call for acquisition of 44,000 shares of Helios S.A. with its registered seat in

Lodz, from a non-controlling shareholder, pursuant to the provisions of the Guarantee Agreement - Option Agreement

dated 29 October 2010, for a price resulting from the provisions of the Agreement.

On July 16th

, 2015, Agora S.A. acquired 87 shares in the share capital of Sport4People Sp. z o.o. with its registered seat

in Cracow (“S4P”) from two shareholders of that company for the total price of PLN 8,700. As a result of the above

transaction, Agora S.A. owns 180 shares of the nominal value of PLN 100 each and the total nominal value of PLN 18

thousand, which represent 100% of the company’s share capital and 100% of the votes at the shareholders’ meeting.

On the same day, prior to the acquisition by Agora S.A. of the abovementioned shares, an agreement terminating the

Investment Agreement dated 25 November 2011 was concluded between S4P, non-controlling shareholders of S4P

and Agora S.A.

On July 27th

, 2015, Agora S.A. acquired 9 shares in the share capital of AdTaily Sp. z o.o. with its registered seat in

Warsaw from a shareholder of that company for the total price of PLN 129 thousand. As a result of the above

transaction, Agora S.A. currently owns 684 shares in the share capital of the company, which represent 81.43% of the

company’s share capital and 81.43% of the votes at the shareholders’ meeting.




19. SELECTED CONSOLIDATED FINANCIAL DATA TOGETHER WITH TRANSLATION INTO EURO

PLN

thousand

EURO

thousand

Six months

ended 30

June 2015

unaudited

As at 31

December

2014

audited

Six months

ended 30

June 2014

unaudited

Six months

ended 30

June 2015

unaudited

As at 31

December

2014

audited

Six months

ended 30

June 2014

unaudited

Sales

575,571

524,771

139,225

125,591

Operating profit/(loss) 6,140

(9,561)

1,485

(2,288)

Profit/(loss) before

income taxes 5,984

(10,102)

1,447

(2,418)

Net profit/(loss) for the

period attributable to

equity holders of the

parent

3,613

(10,631)

874

(2,544)

Net cash from operating

activities 52,802

36,397

12,772

8,711

Net cash used in investing

activities (65,185)

(38,064)

(15,768)

(9,110)

Net cash used in

financing activities (14,786)

(29,965)

(3,577)

(7,171)

Net increase / (decrease)

in cash and cash

equivalents

(27,169)

(31,632)

(6,572)

(7,570)

Total assets 1,544,586

1,556,499

368,250

365,178

Non-current liabilities 109,572

116,265

26,123

27,278

Current liabilities 275,089

275,155

65,585

64,556

Equity attributable to

equity holders of the

parent

1,143,914

1,149,589

272,724

269,711

Share capital 50,937

50,937

12,144

11,951

Weighted average

number of shares 48,151,633

50,183,961

50,937,386

48,151,633

50,183,961

50,937,386

Earnings per share (in

PLN / in EURO) 0.08

(0.21)

0.02

(0.05)

Book value per share (in

PLN / in EURO) 23.76 22.91

5.66 5.37


AGORA GROUP

Condensed

interim

consolidated


as at 30 June 2015

and for three and six

month period ended

thereon

August 14, 2015

a g o r a

AGORA GROUP Condensed interim consolidated financial statements as at 30 June 2015 and for 3 and 6 month period ended thereon



CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2015

As at 30 June

2015

unaudited

As at 31

March 2015

unaudited

As at 31

December

2014

audited

As at 30 June

2014

unaudited

Assets

Non-current assets:

Intangible assets 412,210 404,790 399,656 415,101

Property, plant and equipment 663,286 676,982 686,411 710,070

Long-term financial assets 111 117 123 2,108

Investments in equity accounted

investees 16,186

15,738 16,403

17,274

Receivables and prepayments 25,222 32,993 33,531 51,039

Deferred tax assets 6,484 7,393 6,678 5,523

1,123,499 1,138,013 1,142,802 1,201,115

Current assets:

Inventories 29,233 30,162 30,182 26,817

Accounts receivable and prepayments 283,661 250,903 268,742 250,733

Income tax receivable 282 564 327 1,217

Short-term securities and other

financial assets 82,750

44,582 62,116

72,934

Cash and cash equivalents 25,161 59,797 52,330 67,922

421,087 386,008 413,697 419,623

Total assets 1,544,586 1,524,021 1,556,499 1,620,738

Accompanying notes are an integral part of these condensed interim consolidated financial statements.

a g o r a




CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2015 (CONTINUED)

As at 30 June

2015

unaudited

As at 31

March 2015

unaudited

As at 31

December

2014

audited

As at 30 June

2014

unaudited


Equity attributable to equity holders

of the parent:

Share capital 50,937 50,937 50,937 50,937

Treasury shares (39,348) (30,060) (30,060) -

Share premium 147,192 147,192 147,192 147,192

Retained earnings and other reserves 985,133 981,292 981,520 980,814

1,143,914 1,149,361 1,149,589 1,178,943

Non-controlling interest 16,011 16,978 15,490 17,600

Total equity 1,159,925 1,166,339 1,165,079 1,196,543


Deferred tax liabilities 27,967 28,777 31,430 39,261

Long-term borrowings 51,939 52,456 53,276 65,461

Other financial liabilities 21,500 22,218 22,218 27,592

Retirement severance provision 2,575 2,363 2,363 2,363

Provisions 1,043 1,101 1,159 22

Deferred revenues and accruals 4,548 5,717 5,819 5,484

109,572 112,632 116,265 140,183


Retirement severance provision 30 221 219 81

Accounts payable 149,318 144,952 161,510 155,945

Income tax liabilities 2,975 3,277 3,376 3,048

Short-term borrowings 34,285 25,236 40,090 63,361

Other financial liabilities 7,926 - - -

Provisions 2,542 3,008 3,532 3,350


275,089 245,050 275,155 284,012

Total equity and liabilities 1,544,586 1,524,021 1,556,499 1,620,738


a g o r a




CONSOLIDATED INCOME STATEMENT FOR THREE AND SIX MONTHS ENDED 30 JUNE

2015

Three months

ended

Six months

ended

Three months

ended

Six months

ended

Note

30 June 2015

unaudited

30 June 2015

unaudited

30 June 2014

unaudited

30 June 2014

unaudited

Sales 2 292,752 575,571 270,776 524,771

Cost of sales (199,796) (397,027) (187,267) (375,520)

Gross profit 92,956 178,544 83,509 149,251

Selling expenses (60,250) (114,736) (52,670) (96,427)

Administrative expenses (29,886) (58,740) (30,190) (60,499)

Other operating income 3,154 6,661 2,458 5,133

Other operating expenses (2,365) (5,589) (3,102) (7,019)

Operating profit/(loss) 2 3,609 6,140 5 (9,561)

Finance income 1,332 2,606 2,257 4,328

Finance costs (845) (2,544) (2,069) (4,053)


investees 447 (218) (490) (816)

Profit/(loss) before income taxes 4,543 5,984 (297) (10,102)

Income tax (993) (1,174) (1,221) (364)

Profit/(loss) for the period 3,550 4,810 (1,518) (10,466)

Attributable to:

Equity holders of the parent 3,841 3,613 (1,019) (10,631)

Non-controlling interest (291) 1,197 (499) 165

3,550 4,810 (1,518) (10,466)

Basic/diluted earnings per share (in

PLN) 0.08 0.08 (0.02) (0.21)


a g o r a




CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THREE AND SIX

MONTHS ENDED 30 JUNE 2015

Three months

ended

Six months

ended

Three months

ended

Six months

ended

30 June 2015

unaudited

30 June 2015

unaudited

30 June 2014

unaudited

30 June 2014

unaudited

Net profit/(loss) for the period 3,550 4,810 (1,518) (10,466)

Other comprehensive income:

Items that will not be reclassified to

profit or loss

- - - -

Items that will be reclassified to profit or

loss

- - - -

Other comprehensive income for the

period - - - -

Total comprehensive income for the

period 3,550 4,810 (1,518) (10,466)

Attributable to:

Shareholders of the parent 3,841 3,613 (1,019) (10,631)

Non-controlling interests (291) 1,197 (499) 165

3,550 4,810 (1,518) (10,466)


[ w w w . a g o r a . p l ]



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THREE AND SIX MONTHS ENDED 30 JUNE 2015


Share capital

Treasury

shares

Share

premium

Retained

earnings and

other

reserves Total

Non-

controlling

interest

Total

equity

Three months ended 30 June 2015

As at 31 March 2015 unaudited 50,937 (30,060) 147,192 981,292 1,149,361 16,978 1,166,339


Net profit/(loss) for the period - - - 3,841 3,841 (291) 3,550

Total comprehensive income for the period - - - 3,841 3,841 (291) 3,550



Dividends of subsidiares - - - - - (676) (676)

Repurchase of own shares - (9,288) - - (9,288) - (9,288)



Total changes in ownership interests in subsidiaries - - - - - - -




[ w w w . a g o r a . p l ]



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THREE AND SIX MONTHS ENDED 30 JUNE 2015 (CONTINUED)


Share capital

Treasury

shares

Share

premium

Retained

earnings and


Non-

controlling





Net profit for the period - - - 3,613 3,613 1,197 4,810

Total comprehensive income for the period - - - 3,613 3,613 1,197 4,810











[ w w w . a g o r a . p l ]





Share capital

Treasury

shares

Share

premium

Retained

earnings and


Non-

controlling


Twelve months ended 31 December 2014



Net profit/(loss) for the period - - - (12,574) (12,574) 1,548 (11,026)

Other comprehensive income - - - 219 219 5 224

Total comprehensive income for the period - - - (12,355) (12,355) 1,553 (10,802)







Acquisition of non-controlling interests - - - (3,822) (3,822) (3,498) (7,320)

Expiration of put option liability - - - 6,252 6,252 - 6,252

Total changes in ownership interests in subsidiaries - - - 2,430 2,430 (3,498) (1,068)

Total transactions with owners - (30,060) - 2,430 (27,630) (4,084) (31,714)



[ w w w . a g o r a . p l ]





Share capital

Treasury

shares

Share

premium

Retained

earnings and

other

reserves Total

Non-

controlling

interest

Total

equity




Net profit/(loss) for the period - - - (10,631) (10,631) 165 (10,466)

Total comprehensive income for the period - - - (10,631) (10,631) 165 (10,466)




Total contributions by and distribtutions to owners - - - - - (586) (586)



Total transactions with owners - - - - - (586) (586)

As at 30 June 2014 unaudited 50,937 - 147,192 980,814 1,178,943 17,600 1,196,543




(all amounts in PLN thousands unless otherwise indicated) translation

only

CONSOLIDATED CASH FLOW STATEMENT FOR THREE AND SIX MONTHS ENDED 30 JUNE

2015

Three

months

ended

Six months

ended

Three

months

ended

Six months

ended

30 June 2015

unaudited

30 June 2015

unaudited

30 June

2014

unaudited

30 June 2014

unaudited


Profit/(loss) before income taxes 4,543 5,984 (297) (10,102)

Adjustments for:


investees (447) 218

490 816

Depreciation of property, plant and

equipment 19,570 39,093

21,203 42,088

Amortization of intangible assets 10,490 14,384 2,871 5,790

Foreign exchange (gain) /loss 93 (67) (12) 41

Interest, net 659 1,408 1,358 2,717

(Profit) / loss on investing activities (447) (1,412) (1,974) (2,568)

(Decrease) / increase in provisions (503) (1,083) (120) (307)

(Increase) / decrease in inventories 929 949 (571) (970)

(Increase) / decrease in receivables and

prepayments (25,753) (6,819)

(18,559) (14,901)

(Decrease) / increase in payables 4,779 (7,421) 25,389 15,375

(Decrease) / increase in deferred revenues

and accruals 8,358 10,464

(2,934) (1,902)

Other adjustments 75 536 1,013 1,226

Cash generated from operations 22,346 56,234 27,857 37,303

Income taxes paid (878) (3,432) (102) (906)

Net cash from operating activities 21,468 52,802 27,755 36,397


Proceeds from sale of property, plant and

equipment and intangibles 1,882 1,939 6,336 7,589

Interest received 264 588 755 1,140

Disposal of short-term securities 10,513 40,603 21,791 50,792

Purchase of property, plant and equipment

and intangibles (19,604) (44,996)

(11,900) (35,829)

Acquisition of subsidiary (net of cash

acquired), associates and jointly controlled

entities (2,824) (2,824) (4,267) (6,436)

Acquisition of short-term securities (48,000) (58,000) (16,000) (47,000)

Loans granted (495) (2,495) (660) (1,320)

Other outflows - - - (7,000)

Net cash used in investing activities (58,264) (65,185) (3,945) (38,064)





only

Three

months

ended

Six months

ended

Three

months

ended

Six months

ended

30 June 2015

unaudited

30 June 2015

unaudited

30 June

2014

unaudited

30 June 2014

unaudited

Proceeds from borrowings 11,894 15,783 - 6,953

Proceeds from factoring 8,939 8,939 - -

Repurchase of own shares (9,288) (9,288) - -

Dividends paid to non-controlling

shareholders (676) (676) (416) (416)

Repayment of borrowings (3,179) (18,524) (13,531) (23,377)

Payment of finance lease liabilities (4,577) (8,722) (4,800) (9,603)

Interest paid (798) (1,730) (1,682) (3,331)

Other (155) (568) (117) (191)

Net cash used in financing activities 2,160 (14,786) (20,546) (29,965)

Net increase / (decrease) in cash and cash

equivalents (34,636) (27,169) 3,264 (31,632)


At start of period 59,797 52,330 64,658 99,554

At end of period 25,161 25,161 67,922 67,922





only

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT

30 JUNE 2015 AND FOR 3 AND 6 MONTHS PERIOD ENDED THEREON

1. GENERAL INFORMATION


promotes daily newspapers (including Gazeta Wyborcza) and carries out the Internet activity. The Company is active

in cinema segment through its subsidiaries Helios S.A. and Next Film Sp. z o.o. (“Helios group”) and in the outdoor

segment through an acquired subsidiary, AMS S.A. (“AMS”). Addtionally, the Company controls 6 radio broadcasting

companies and is active as a publisher in magazines, periodicals and books segment. Moreover, the Agora Group

offers printing services for external clients in printing houses belonging to Agora S.A. and its subsidiary Agora

Poligrafia Sp.z o.o. Since March 2014, Agora is also present in TV segment by holding shares in Stopklatka S.A. The

Group also engages in projects related to production and coproduction of movies. Detailed information about the

structure and the scope of activity of the Agora Group have been included in the condensed semi-annual consolidated

financial statements as at 30 June 2015 and for six month period ended thereon.

Financial statements were prepared as at and for three and six months ended 30 June 2015, with comparative figures

presented as at 31 March 2015, 31 December 2014 and as at and for three and six months ended 30 June 2014.

The financial statements were authorized for issue by the Management Board of Agora S.A. on August 14, 2015.

2. SALES AND SEGMENT INFORMATION

In these condensed interim consolidated financial statements, in accordance with IFRS 8 Operating segments,

information on operating segments are presented on the basis of components of the Group that management

monitors in making decisions about operating matters. Operating segments are components of the Group, about

which separate financial information is available, that is evaluated regularly by the chief operating decision maker in

the process of decision making regarding allocation of resources and assessing the performance of the Group. For

management purposes, the Group is organized into business units based on their products and services.

Detailed information about the accounting policies for presentation of operating segments and the scope of their

activity have been included in the condensed semi-annual consolidated financial statements as at 30 June 2015 and

for six month period ended thereon.



Page 13 [ w w w . a g o r a . p l ]



Press

Movies and

books

Outdoor

Internet

Radio

Print

Reconciling

positions

Total


Intersegment revenues (2) 2,039 4,269 426 1,209 1,555 360 (9,858) -

Total revenues 80,401 71,105 42,308 39,840 27,230 40,128 (8,260) 292,752


Operating profit (loss) (1) 6,709 (4,076) 8,830 7,553 4,207 183 (19,797) 3,609



investees (3) - - - 140 - - 307 447

Income tax expense (993) (993)

Net profit 3,550













Press

Movies and

books (3)

Outdoor

Internet

Radio

Print

Reconciling

positions

Total


amortisation (2,532) (13,795) (3,162) (1,381) (699) (3,937) (4,215) (29,721)


consolidation (1) - (135) - (267) - - 63 (339)

Impairment losses (476) (350) (206) (176) (58) (93) (48) (1,407)

Reversals of impairment losses 408 215 253 35 41 6 - 958

Capital expenditure (2) 293 8,635 12,766 330 1,159 508 656 24,347









Press

Movies and

books

Outdoor

Internet

Radio

Print

Reconciling

positions

Total



Total revenues 148,736 167,504 74,102 71,654 48,746 81,141 (16,312) 575,571


Operating profit / (loss) (1) 7,526 10,821 9,352 10,614 4,456 1,623 (38,252) 6,140



investees (3) - - (15) 216 - - (419) (218)

Income tax (1,174) (1,174)

Net profit 4,810













Press

Movies and

books (3)

Outdoor

Internet

Radio

Print

Reconciling

positions

Total


amortisation (4,959) (21,198) (6,019) (2,716) (1,369) (8,062) (8,478) (52,801)


consolidation (1) - (269) - (534) - - 127 (676)

Impairment losses (1,327) (460) (892) (438) (261) (143) 140 (3,381)

Reversals of impairment losses 1,061 221 686 150 145 47 1 2,311

Capital expenditure (2) 661 11,100 22,064 744 1,362 977 1,385 38,293

As at 30 June 2015

Press

Movies and


Reconciling

positions (4) Total





method - - - 13,259 - - 2,927 16,186



(3) capital expenditure include lease property, plant and equipment in the amount of PLN 4,300 thousand;



Stopklatka S.A.






Press

Movies and

books

Outdoor

Internet

Radio

Print

Reconciling

positions

Total



Total revenues 80,531 54,314 42,432 33,988 23,210 42,993 (6,692) 270,776


Operating profit/ (loss) (1) 9,072 (2,386) 5,515 6,335 3,312 (471) (21,372) 5



investees (3) - - (45) (30) - - (415) (490)

Income tax expense (1,221) (1,221)

Net loss (1,518)













Press

Movies and

books (3)

Outdoor

Internet Radio

Print

Reconciling

positions

Total


amortisation (2,640) (6,537) (4,114) (1,281) (653) (3,945) (4,565) (23,735)


consolidation (1) - (135) - (267) - - 63 (339)

Impairment losses (606) (175) (409) (141) (103) (351) (18) (1,803)

Reversals of impairment losses 7 37 50 - 33 - - 127

Capital expenditure (2) 413 1,434 2,241 1,114 467 696 2,708 9,073



(3) capital expenditure include lease property, plant and equipment in the amount of PLN 576 thousand.






Press

Movies and

books

Outdoor

Internet

Radio

Print

Reconciling

positions

Total



Total revenues 149,749 125,249 73,681 60,704 41,301 85,554 (11,467) 524,771


Operating profit/(loss) (1) 15,227 2,729 2,036 10,398 3,129 (1,236) (41,844) (9,561)



investees (3) - - (90) 107 (833) (816)

Income tax (364) (364)

Net loss (10,466)













Press

Movies and

books (3)

Outdoor

Internet Radio

Print

Reconciling

positions

Total


amortisation (4,869) (12,706) (8,246) (2,511) (1,305) (8,302) (9,263) (47,202)


consolidation (1) - (269) - (534) - - 127 (676)

Impairment losses (1,635) (278) (1,441) (427) (320) (400) (247) (4,748)

Reversals of impairment losses 451 169 165 184 116 18 6 1,109

Capital expenditure (2) 679 20,554 4,366 2,389 1,004 783 3,537 33,312

As at 30 June 2014

Press

Movies and


Reconciling

positions (4) Total





method - - 123 11,798 - - 5,353 17,274



(3) capital expenditure include lease property, plant and equipment in the amount of PLN 6,654 thousand;



Stopklatka S.A.




only

3. CHANGES IN PROVISIONS AND IMPAIRMENT LOSSES FOR ASSETS

In the period from January 1, 2015 to June 30, 2015 the following changes in impairment losses were accounted (in

brackets the amounts for the second quarter of 2015):

- impairment loss for financial assets: decrease by PLN 63 thousand (decrease by PLN 63 thousand),

- impairment loss for receivables: decrease by PLN 3,213 thousand (decrease by PLN 3,075 thousand),

- impairment loss for inventory: increase by PLN 838 thousand (increase by PLN 576 thousand),

- impairment loss for tangible assets and intangible assets: increase by PLN 5 thousand (decrease by PLN

17 thousand).

Additionally in the period from January 1, 2015 to to June 30, 2015 the following provisions were changed (in brackets

the amounts for the second quarter of 2015):

- provision for penalties, interests and similar: decrease by PLN 62 thousand (decrease by PLN 62 thousand),

- provision for onerous contracts: decrease by PLN 116 thousand (decrease by PLN 58 thousand),

- provision for legal claims and similar: decrease by PLN 702 thousand (decrease by PLN 324 thousand),

- retirement severance provision: increase by PLN 23 thousand (increase by PLN 21 thousand),

- provision for group lay-offs: used in the amount of PLN 227 thousand (used in the amount of PLN 81 thousand).

4. OTHER NOTES

The Management Board of Agora S.A. believes that the notes to Agora Group’s condensed semi-annual consolidated

financial statements present all other material information required to assess the Group’s financial position and

financial results in the period from January, 1, 2015 to June, 30, 2015 and therefore the condensed interim

consolidated financial statements should be read together with the condensed semi-annual consolidated financial

statements, which are included in the semi-annual report.

Accounting policies applied to prepare condensed interim consolidated financial statements meet the International

Accounting Standard 34 “Interim Financial Reporting” and are the same as for the condensed semi-annual

consolidated financial statements.




only






[ w w . a g o r a . p l ] Page 1

AGORA S.A.

Condensed

semi-annual

unconsolidated


as at 30 June 2015

and for 6 month

period ended thereon

August 14, 2015


AGORA S.A. Condensed semi-annual unconsolidated financial statements as at 30 June 2015 and for 6 month period ended thereon


UNCONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2015

As at 30 June

2015

unaudited

As at 31

December 2014

audited

Assets

Non-current assets:

Intangible assets 59,437 61,664

Property, plant and equipment 292,763 314,725

Long term financial assets 571,870 572,069

Receivables and prepayments 401 8,164

924,471 956,622

Current assets:

Inventories 20,319 20,601

Accounts receivable and prepayments 209,299 186,855

Income tax receivable 27 24

Short-term securities and other financial assets 36,571 3,616

Cash and cash equivalents 12,879 28,075

279,095 239,171

Total assets 1,203,566 1,195,793




UNCONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2015 (CONTINUED)

As at 30 June

2015

unaudited

As at 31

December 2014

audited


Equity:

Share capital 50,937 50,937

Treasury shares (39,348) (30,060)

Share premium 147,192 147,192

Other reserves 116,412 137,289

Retained earnings 729,835 700,798

1,005,028 1,006,156




Retirement severance provision 2,003 1,844

Deferred revenues and accruals 23 118

Other 88 79

22,614 27,900


Retirement severance provision 20 175

Accounts payable 91,380 91,654

Short-term borrowings 6,150 8,643


Provisions 614 1,241


175,924 161,737

Total equity and liabilities 1,203,566 1,195,793




UNCONSOLIDATED INCOME STATEMENT FOR SIX MONTHS ENDED 30 JUNE 2015

Six months

ended

Six months

ended

30 June 2015

unaudited

30 June 2014

unaudited

Sales 328,920 299,160

Cost of sales (210,659) (193,552)

Gross profit 118,261 105,608

Selling expenses (105,556) (88,198)

Administrative expenses (39,530) (42,140)

Other operating income 2,449 2,599

Other operating expenses (2,978) (3,800)

Operating loss (27,354) (25,931)

Finance income 30,971 5,207

Finance costs (816) (1,254)


Income tax expense 5,359 3,068


Basic / diluted earnings per share (in PLN) 0.17 (0.37)

UNCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR SIX MONTHS ENDED

30 JUNE 2015

Six months

ended

Six months

ended

30 June 2015

unaudited

30 June 2014

unaudited


Other comprehensive income for the period - -

Total comprehensive income for the period 8,160 (18,910)

[ w w w . a g o r a . p l ]



UNCONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR SIX MONTHS ENDED 30 JUNE 2015

Share capital Treasury shares

Share premium Other reserves Retained earnings Total equity


As at 31 December 2014 audited 50,937 (30,060) 147,192 137,289 700,798 1,006,156


Net profit - - - - 8,160 8,160

Total comprehensive income for the period - - - - 8,160 8,160



Repurchase of own shares - (9,288) - - - (9,288)

Reserve capital for share buy-back - - (20,877) 20,877 -

Total transactions with owners - (9,288) - (20,877) 20,877 (9,288)

As at 30 June 2015 unaudited 50,937 (39,348) 147,192 116,412 729,835 1,005,028


As at 31 December 2013

audited 50,937 - 147,192 116,287 747,660 1,062,076


Net loss - - - - (18,910) (18,910)

Total comprehensive income for the period - - - - (18,910) (18,910)



Reserve capital for share buy-back - - 50,937 (50,937) -

Other - - - - (1) (1)

Total transactions with owners - - - 50,937 (50,938) (1)

As at 30 June 2014 unaudited 50,937 - 147,192 167,224 677,812 1,043,165




UNCONSOLIDATED CASH FLOW STATEMENT FOR SIX MONTHS ENDED

30 JUNE 2015

Six months

ended

Six months

ended

30 June 2015

unaudited

30 June 2014

unaudited



Adjustments for:

Depreciation of property, plant and equipment 16,330 17,099

Amortization of intangible assets 11,867 3,753

Foreign exchange (gain)/loss (1,564) (352)

Interest, net (326) (145)

(Profit) / loss on investing activities (674) (2,982)

Dividend income (27,429) (1,344)

(Decrease) / increase in provisions (623) (226)

(Increase) / decrease in inventories 282 (659)

(Increase) / decrease in receivables and prepayments (3,224) (5,019)

(Decrease) / increase in payables 4,569 13,608

(Decrease) / increase in deferred revenues and accruals 14,182 (488)

Other adjustments 455 1,348

Cash generated from operations 16,646 2,615

Income taxes paid - -

Net cash from operating activities 16,646 2,615


Proceeds from sale of property, plant and equipment, and intangibles 124 95

Dividends received 9,663 1,164

Repayment of loans granted 1,143 850

Interest received 433 1,123

Disposal of short-term securities 10,007 50,790

Repayment of finance lease receivables 7,902 6,093

Purchase of property plant and equipment, and intangibles (8,942) (16,866)

Acquisition of subsidiary (net of cash acquired) associates and jointly

controlled entities (52) (14,728)

Acquisition of short-term securities (41,000) (37,000)

Loans granted (2,000) (660)

Net cash used in investing activities (22,722) (9,139)




UNCONSOLIDATED CASH FLOW STATEMENT FOR SIX MONTHS ENDED

30 JUNE 2015 (CONTINUED)

Six months

ended

Six months

ended

30 June 2015

unaudited

30 June 2014

unaudited


Proceeds from borrowings 6,150 -

Proceeds from cash pooling 3,446 -

Repurchase of own shares (9,288) -

Repayment of borrowings (8,732) (17,474)

Interest paid (296) (644)

Other (400) (427)

Net cash used in financing activities (9,120) (18,545)

Net increase / (decrease) in cash and cash equivalents (15,196) (25,069)


At start of period 28,075 46,231

At end of period 12,879 21,162

NOTES

1. General information


promotes daily newspapers (including Gazeta Wyborcza) and carries out the Internet activity. The Company is also

active as a publisher in magazines, periodicals and books segment and offers printing services for external clients in

printing houses belonging to Agora S.A. and its subsidiary Agora Poligrafia Sp. z o.o. Moreover the Company has shares

in companies, which operate in cinema, outdoor, radio and TV segments. Detailed information about the structure

and the scope of activity of the Agora Group have been included in the condensed semi-annual consolidated financial

statements as at 30 June 2015 and for six month period ended thereon.

The financial statements were prepared as at 30 June 2015 and for six months ended 30 June 2015 with comparative

figures as at 31 December 2014 and for six months ended 30 June 2014.

The financial statements were authorised for issue by the Management Board on 14 August 2015.

2. Changes in provisions and impairment losses for assets

In the period from January 1, 2015 to June 30, 2015 the following impairment losses and provisions were changed in

the unconsolidated financial statements of Agora S.A.:

- impairment loss for financial assets: decrease by PLN 502 thousand,

- impairment loss for receivables: decrease by PLN 1,525 thousand,

- impairment loss for inventory: increase by PLN 819 thousand,

- impairment loss for tangible assets and intangible assets: increase by PLN 79 thousand,

- provision for legal claims and similar: decrease by PLN 627 thousand,

- retirement severance provision: increase by PLN 4 thousand.




3. Property, plant and equipment

In the period from January 1, 2015 to June 30, 2015, the Company purchased property, plant and equipment in the

amount of PLN 3,670 thousand (in the period of January 1, 2014 to June 30, 2014: PLN 14,033 thousand).

As at June 30, 2015 commitments for the purchase of property, plant and equipment amounted to PLN 439 thousand.

As at December 31, 2014, there were no commitments for the purchase of property, plant and equipment.

4. Related-party transactions

(a) Management Board and Supervisory Board remuneration

Information about the remuneration of Management Board and Supervisory Board members is described in the note

11 to the condensed semi-annual consolidated financial statements.

(b) Entities related to Agora S.A.

There were no material transactions and balances with related entities other that disclosed below:

Six months

ended 30 June

2015

Six months

ended 30 June

2014

Related companies

Sales 18,621 11,432

Purchases of goods and services (43,154) (45,149)

Other operating income 130 64

Other operating expenses (186) -

Dividend income 27,429 1,344

Interests on finance lease and loans granted 599 789

Other finance income 99 -

F/x income / (costs) 1,564 352

Finance cost - credit guarantee - (170)

Finance cost - interests on cash pooling (246) -

As at 30 June

2015

As at 31

December 2014

Related companies

Shares 556,570 556,518

Non-current loans granted 15,216 15,467

Current loans granted 5,461 3,603

Non-current receivables - 7,609

Trade receivables 2,640 6,019

Dividends receivables 26,041 8,275

Other receivables and prepayments 16,389 15,071

Cash pooling liabilities 25,567 22,108

Trade liabilities 4,320 3,077

Other liabilities and accruals 7,653 5,067




5. Other financial liabilities

Other long - term financial liabilities include the contingent payment liability resulting from the share sales agreement

concluded on December 11, 2014 , on the basis of which Agora S.A. acquired 384,600 shares of Helios S.A. from a non-

controlling shareholder.

Other short - term financial liabilities include liabilities to Agora S.A. subsidiaries resulting from settlements related to

the cash pooling system, which functions within Agora Group since December 5, 2014.

6. Financial instruments measured at fair value

The table below shows financial instruments measured at fair value at the balance sheet date:

As at 30

June 2015 Level 1

Level 2

Level 3


-

31,110

-


-

31,110

-


-

-

4,483


-

-

4,483

As at 31

December

2014

Level 1

Level 2

Level 3

Certificates in open investment funds 13

-

13

-

Financial assets measured at fair value 13

-

13

-


-

-

4,483


-

-

4,483

Key assumptions that are most significant to the fair value measurement of financial instruments in Level 3 of the fair

value hierarchy include estimated level of the EBITDA (being the sum of operating profit/loss and amortization and

depreciation) and discount rate.

In the period from January 1, 2015 to June 30, 2015 there were no changes in the value of the financial instruments

categorised within Level 3 of the fair value hierarchy.



[ w w . a g o r a . p l ] Page 10

7. Other notes


financial statements present all other material information required to assess the Group’s financial position and

financial results for six months ended 30 June 2015 and therefore the condensed semi-annual unconsolidated financial

statements should be read together with the condensed semi-annual consolidated financial statements.

Accounting policies applied to prepare the condensed semi-annual unconsolidated financial statements of Agora S.A.

meet the International Accounting Standard 34 “Interim Financial Reporting” and are the same as for the condensed

semi-annual consolidated financial statements, except for the shares, which are carried at cost less impairment losses.



[ w w . a g o r a . p l ] Page 11

8. Selected unconsolidated financial data together with translation into EURO

PLN

thousand

EURO

thousand

Six months

ended 30

June 2015

unaudited

As at 31

December

2014

audited

Six months

ended 30

June 2014

unaudited

Six months

ended 30

June 2015

unaudited

As at 31

December

2014

audited

Six months

ended 30

June 2014

unaudited

Sales 328,920

299,160

79,563

71,597

Operating loss (27,354)

(25,931)

(6,617)

(6,206)

Profit/(loss) before

income taxes 2,801

(21,978)

678

(5,260)

Net profit/(loss) for the

period 8,160

(18,910)

1,974

(4,526)

Net cash from operating

activities 16,646

2,615

4,027

626

Net cash used in investing

activities (22,722)

(9,139)

(5,496)

(2,187)

Net cash used in financing

activities (9,120)

(18,545)

(2,206)

(4,438)

Net increase / (decrease)

in cash and cash

equivalents

(15,196)

(25,069)

(3,676)

(6,000)

Total assets 1,203,566

1,195,793

286,946

280,551

Non-current liabilities 22,614

27,900

5,391

6,546

Current liabilities 175,924

161,737

41,943

37,946

Equity 1,005,028

1,006,156

239,612

236,059

Share capital 50,937

50,937

12,144

11,951

Weighted average

number of shares 48,151,633

50,183,961

50,937,386

48,151,633

50,183,961

50,937,386

Basic/diluted earnings per

share (in PLN / in EURO) 0.17

(0.37)

0.04

(0.09)

Book value per share (in

PLN / in EURO) 20.87 20.05 -

4.98 4.70 -



[ w w . a g o r a . p l ] Page 12







AGORA S.A.

Condensed

interim

unconsolidated


as at 30 June 2015

and for three and six

month period ended

thereon

August 14, 2015

AGORA S.A. Condensed interim unconsolidated financial statements as at 30 June 2015 and for 3 and 6 month period ended thereon



UNCONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2015

As at 30 June

2015

unaudited

As at 31

March 2015

unaudited

As at 31

December

2014

audited

As at 30 June

2014

unaudited

Assets

Non-current assets:

Intangible assets 59,437 60,695 61,664 76,501

Property, plant and equipment 292,763 306,744 314,725 324,602

Long term financial assets 571,870 571,975 572,069 548,976

Receivables and prepayments 401 4,547 8,164 13,394

924,471 943,961 956,622 963,473

Current assets:

Inventories 20,319 20,006 20,601 16,601

Accounts receivable and prepayments 209,299 164,383 186,855 177,262

Income tax receivable 27 25 24 858

Short-term securities and other financial

assets 36,571 5,445

3,616

46,022

Cash and cash equivalents 12,879 44,006 28,075 21,162

279,095 233,865 239,171 261,905

Total assets 1,203,566 1,177,826 1,195,793 1,225,378




UNCONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2015 (CONTINUED)

As at 30 June

2015

unaudited

As at 31

March 2015

unaudited

As at 31

December

2014

audited

As at 30 June

2014

unaudited


Equity:

Share capital 50,937 50,937 50,937 50,937

Treasury shares (39,348) (30,060) (30,060) -

Share premium 147,192 147,192 147,192 147,192

Other reserves 116,412 137,289 137,289 167,224

Retained earnings 729,835 687,685 700,798 677,812

1,005,028 993,043 1,006,156 1,043,165



21,376 25,514

Other financial liabilities 4,483 4,483 4,483 -

Retirement severance provision 2,003 1,844 1,844 1,782

Deferred revenues and accruals 23 809 118 1,017

Other 88 101 79 70

22,614 25,310 27,900 28,383


Retirement severance provision 20 175 175 42

Accounts payable 91,380 91,123 91,654 93,463

Short-term borrowings 6,150 - 8,643 25,928

Other financial liabilities 25,567 25,194 22,108 -

Provisions 614 804 1,241 1,266


175,924 159,473 161,737 153,830

Total equity and liabilities 1,203,566 1,177,826 1,195,793 1,225,378




UNCONSOLIDATED INCOME STATEMENT FOR THREE AND SIX MONTHS ENDED 30 JUNE

2015

Three

months

ended

Six months

ended

Three

months

ended

Six months

ended

30 June 2015

unaudited

30 June 2015

unaudited

30 June 2014

unaudited

30 June 2014

unaudited

Sales 178,826 328,920

158,984 299,160

Cost of sales (110,660) (210,659) (98,912) (193,552)

Gross profit 68,166 118,261 60,072 105,608

Selling expenses (56,570) (105,556) (47,703) (88,198)

Administrative expenses (20,207) (39,530) (20,982) (42,140)

Other operating income 976 2,449 1,260 2,599

Other operating expenses (1,361) (2,978) (1,974) (3,800)

Operating loss (8,996) (27,354) (9,327) (25,931)

Finance income 28,432 30,971 3,216 5,207

Finance costs (218) (816) (580) (1,254)

Profit/(loss) before income taxes 19,218 2,801 (6,691) (21,978)

Income tax 2,055 5,359 991 3,068

Profit/(loss) for the period 21,273 8,160 (5,700) (18,910)

Basic/diluted earnings per share (in PLN) 0.44 0.17 (0.11) (0.37)

UNCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THREE AND SIX

MONTHS ENDED 30 JUNE 2015

Three

months

ended

Six months

ended

Three

months

ended

Six months

ended

30 June 2015

unaudited

30 June 2015

unaudited

30 June 2014

unaudited

30 June 2014

unaudited

Net profit/(loss) for the period 21,273 8,160 (5,700) (18,910)

Other comprehensive income for the

period - -

- -

Total comprehensive income for the period 21,273 8,160 (5,700) (18,910)

[ w w w . a g o r a . p l ]



UNCONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THREE AND SIX MONTHS ENDED 30 JUNE 2015

Share capital

Treasury

shares



As at 31 March 2015 unaudited 50,937 (30,060) 147,192 137,289 687,685 993,043


Net profit - - - - 21,273 21,273








[ w w w . a g o r a . p l ]



UNCONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THREE AND SIX MONTHS ENDED 30 JUNE 2015 (CONTINUED)

Share capital

Treasury

shares





Net profit - - - - 8,160 8,160








[ w w w . a g o r a . p l ]




Share capital

Treasury

shares


Twelve months ended 31 December 2014

As at 31 December 2013 audited 50,937 - 147,192 116,287 747,660 1,062,076


Net loss - - - - (25,984) (25,984)

Other comprehensive income - - 125 - 125

Total comprehensive income for the period - - - 125 (25,984) (25,859)




Reserve capital for share buy-back - - - 20,877 (20,877) -

Other - - - - (1) (1)

Total transactions with owners - (30,060) - 20,877 (20,878) (30,061)


[ w w w . a g o r a . p l ]




Share capital

Treasury

shares



As at 31 December 2013 audited 50,937 - 147,192 116,287 747,660 1,062,076


Net loss - - - - (18,910) (18,910)

Total comprehensive income for the period - - - - (18,910) (18,910)



Reserve capital for share buy-back - - - 50,937 (50,937) -

Other - - - - (1) (1)

Total transactions with owners - - - 50,937 (50,938) (1)

As at 30 June 2014 unaudited 50,937 - 147,192 167,224 677,812 1,043,165




UNCONSOLIDATED CASH FLOW STATEMENT FOR THREE AND SIX MONTHS ENDED

30 JUNE 2015

Three

months

ended

Six months

ended

Three

months

ended

Six months

ended

30 June 2015

unaudited

30 June 2015

unaudited

30 June 2014

unaudited

30 June 2014

unaudited


Profit/(loss) before income taxes 19,218 2,801 (6,691) (21,978)

Adjustments for:

Depreciation of property, plant and

equipment 8,119 16,330 8,559 17,099

Amortization of intangible assets 9,109 11,867 1,832 3,753

Foreign exchange (gain) /loss 326 (1,564) (113) (352)

Interest, net (154) (326) (101) (145)

(Profit) / loss on investing activities (385) (674) (1,928) (2,982)

Dividend income (27,429) (27,429) (1,344) (1,344)

(Decrease) / increase in provisions (186) (623) (31) (226)

(Increase) / decrease in inventories (312) 282 (223) (659)

(Increase) / decrease in receivables and

prepayments (18,947) (3,224) (11,336) (5,019)

(Decrease) / increase in payables 416 4,569 12,993 13,608

(Decrease) / increase in deferred revenues

and accruals 9,231 14,182 (545) (488)

Other adjustments 75 455 1,045 1,348

Cash generated from operations (919) 16,646 2,117 2,615

Income taxes (paid)/received - - - -

Net cash from operating activities (919) 16,646 2,117 2,615


Proceeds from sale of property, plant and

equipment, and intangibles 84 124 14 95

Dividends received 1,388 9,663 1,164 1,164

Repayment of loans granted 447 1,143 600 850

Interest received 160 433 736 1,123

Disposal of short-term securities 4 10,007 21,790 50,790

Repayment of finance lease receivables 3,940 7,902 3,052 6,093

Purchase of property, plant and equipment,

and intangibles (2,214) (8,942) (5,933) (16,866)

Acquisition of subsidiaries, associates and

jointly controlled entities - (52) (12,559) (14,728)

Acquisition of short-term securities (31,000) (41,000) (10,000) (37,000)

Loans granted - (2,000) (660) (660)

Net cash used in investing activities (27,191) (22,722) (1,796) (9,139)




Three

months

ended

Six months

ended

Three

months

ended

Six months

ended

30 June 2015

unaudited

30 June 2015

unaudited

30 June 2014

unaudited

30 June 2014

unaudited


Proceeds from borrowings 6,150 6,150 - -

Proceeds from cash pooling 374 3,446 - -

Repurchase of own shares (9,288) (9,288) - -

Repayment of borrowings - (8,732) (8,732) (17,474)

Interest paid (126) (296) (288) (644)

Other (127) (400) (226) (427)

Net cash used in financing activities (3,017) (9,120) (9,246) (18,545)

Net increase / (decrease) in cash and cash

equivalents (31,127) (15,196) (8,925) (25,069)


At start of period 44,006 28,075 30,087 46,231

At end of period 12,879 12,879 21,162 21,162

ADDITIONAL INFORMATION

1. General information


promotes daily newspapers (including Gazeta Wyborcza) and carries out the Internet activity. The Company is also

active as a publisher in magazines, periodicals and books segment and offers printing services for external clients in

printing houses belonging to Agora S.A. and its subsidiary Agora Poligrafia Sp.z o.o. Moreover the Company has shares

in companies which operate in cinema, outdoor, radio and TV segments. Detailed information about the structure and

the scope of activity of the Agora Group have been included in the condensed semi-annual consolidated financial

statement as at 30 June 2015 and for six month period ended thereon.

The financial statement was prepared as at 30 June 2015 and for three and six months ended 30 June 2015 with

comparative figures as at 31 March 2015, 31 December 2014 and as at 30 June 2014 and for three and six months

ended 30 June 2014.

The financial statements were authorised for issue by the Management Board on 14 August 2015.

2. Changes in provisions and impairment losses for assets

In the period from January 1, 2015 to June 30, 2015 the following impairment losses and provisions were changed in

the unconsolidated financial statements of Agora S.A. (in brackets the amounts for the second quarter of 2015):

- impairment loss for financial assets: decrease by PLN 502 thousand (decrease by PLN 252 thousand),

- impairment loss for receivables: decrease by PLN 1,525 thousand (decrease by PLN 1,718 thousand),

- impairment loss for inventory: increase by PLN 819 thousand (increase by PLN 557 thousand),

- impairment loss for tangible assets and intangible assets: increase by PLN 79 thousand (increase by PLN

49 thousand),

- provision for legal claims and similar: decrease by PLN 627 thousand (decrease by PLN 190 thousand),

- retirement severance provision: increase by PLN 4 thousand (increase by PLN 4 thousand).




3. Other notes


financial statements and the notes to Agora S.A. condensed semi-annual unconsolidated financial statements present

all other material information required to assess the Company’s financial position and financial results in the period

from January, 1, 2015 to June, 30, 2015 and therefore the condensed interim unconsolidated financial statements

should be read together with the condensed semi-annual consolidated financial statements and condensed semi-

annual unconsolidated financial statements, which are included in the semi-annual report.

Accounting policies applied to prepare condensed interim unconsolidated financial statements of Agora S.A. meet the

International Accounting Standard 34 “Interim Financial Reporting” and are the same as for the condensed interim

consolidated financial statements, except for the shares, which are carried at cost less impairment losses.

agora group semi-annual report - gazeta.plbi.gazeta.pl/im/7/18554/m18554417.pdfagora group...

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