AGORA SA - Half-yearly Report-MD&A

Aug 27, 2009 (PR Newswire Europe via COMTEX) --

Company: Agora S.A. (AGORY)

AGORA GROUP

Management Discussion and Analysis for
the first half of2009

to the financial statements

August 27, 2009

translation only

AGORA GROUP

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
FOR THE FIRST HALF OF 2009
TO THE FINANACIAL STATEMENTS

REVENUE PLN 572.2 MILLION

NET PROFIT PLN 12.8 MILLION

OPERATING EBITDA PLN 68.0 MILLION

OPERATING CASH FLOW PLN 65.8 MILLION

FREE CASH FLOW PLN 28.4 MILLION

Unless indicated otherwise, all data presented herein represent the period of
January-June 2009, while comparisons refer to the same period of 2008. All data
sources are presented in part IV of this MD&A.

As IFRS 8 Operating segments has become effective, the Group has adjusted its
operating segments presentation in MD&A and financial statements to the
requirements of this standard (details are presented in a part IV of this MD&A
and in note 4 to condensed semi-annual consolidated financial statements). Due
to this change, The Management Board would like to point out that the amounts
concerning major business lines presented in the quarterly reports for previous
reporting periods may not be comparable in full with the present data prepared
under the management approach.

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

According to the Agora Group ('the Group') estimates, in the first half of
2009, advertising spending for all media amounted to PLN 3.5 billion, i.e. 13%
less than a year before. Television ad market experienced the largest drop in
value of ad spending (by PLN 244 million, i.e. 13% less). Internet was the only
growing medium and it grew by 10%. The steepest decrease in ad spending was
observed in dailies (down by 28%). Ad spending in radio dropped by 13%, in
magazines and outdoor by 17% and 9% respectively.

Revenues of the Group amounted to PLN 572.2 million and decreased by 12.9%.
Advertising sales stood at PLN 372.9 million (down by 21.2%), revenues from
copy sales at PLN 97.0 million (down by 5.6%) and Special Projects sales,
including sales of collections, reached PLN 52.1 million (up by 56.5%).

Gazeta'sadvertising sales reached PLN 174.8 million (down by 33.7%). Gazeta's
copy sales amounted to PLN 75.4 million and decreased by 4.8% yoy. During the
period, Gazeta sold 388 thousand copies on average and its share in total
newspaper advertising expenditure stood at nearly 39% and it dropped by almost
4pp yoy.

Free daily Metro decreased its advertising revenues by 10.9% to PLN 16.3
million, while the advertising expenditure in dailies was down by 28%. The
lower dynamics of advertising revenue decrease in Metro resulted in its
increased share in advertising expenditure in dailies by almost 1pp to 4%.

In the first half of 2009, Internet revenues amounted to PLN 38.6 million and
increased by 13.9% yoy. In June 2009, reach of online services from Gazeta.pl
Group increased to 59.3% and the number of its users reached 9.9 million.[6]

Revenues of AMS group dropped by 7.5% yoy and amounted to PLN 86.4 million.
Despite the revenues decrease, AMS increased its share in outdoor advertising
expenditure by 1.4 pp to 26.8% in the first half of 2009.

Revenues of the magazine business reached PLN 47.6 million and dropped by 16%
yoy, while its operating EBITDA stood at PLN 8.9 million. [1]

The Radio segment revenues dropped by 4.9% yoy to PLN 40.4 million and posted
operating EBITDA of PLN 1.4 million.

Total net operating cost of the Group reached PLN 551.6 million and decreased
by PLN 52.7 million (i.e. by 8.7%) yoy. The decrease in operating cost results,
inter alia, from the implementation of the operating efficiency improvement
plan within the Group since December 2008. The largest expenditure reductions
were observed in marketing expense (down by 32.6%) and staff cost (excluding
non-cash expense relating to share-based payments) (down by 3.2%). Moreover,
cost of printing services, lower by PLN 3.3 million (i.e. 9.1%), contributed to
the decrease in total net operating cost.

Operating EBITDA of the Group stood at PLN 68.0 million, while its operating
EBITDA margin reached 11.9%. The Group's net profit attributable to the equity
holders of the parent amounted to PLN 13.3 million.

At the end of June 2009, the Group's cash and short-term monetary
assetsamounted to PLN 246.6 million, out of which PLN 155.1 million in cash and
cash equivalents and PLN 91.5 million in safe short -term securities.

The Group's debt amounted to PLN 131.8 million and accessible credit line for
further drawing down was PLN 200 million.

In line with the operating efficiency improvement plan, announced in December
2008, the Group on the daily basis undertakes cost curtailment measures,
including the group lay-offs in the Company. 337 employees received dismissal
notices in the first half of 2009 and the headcount as of June 30, 2009
amounted to 3,317 FTEs and was decreased by 356 FTEs as compared to December
31, 2008.

II. EXTERNAL AND INTERNAL FACTORS IMPORTANT FOR THE DEVELOPMENT OF THE GROUP

1. EXTERNAL FACTORS

Advertising market

According to Agora's estimates based on public data sources, in the first half
of 2009 total advertising spending amounted to PLN 3.5 billion, i.e. 13% less
yoy. Internet was the only growing medium and ad spending grew in Internet by
10% (i.e. ca PLN 424 million) as compared to the first half of 2008. Inthe
first half of 2009, the expenditure on display ads decreased by 3% yoy.

In the discussed period, television noted an unexpectedly large drop in ad
revenues by almost 13%. The main reason was the decrease in TV ad spend by
almost three times versus the first quarter of 2009 (down by almost 18% yoy).
The policy of large discounts in TV ad spot prices to impede the lowering
demand for TV advertising contributed negatively to that situation.

In the first half of 2009, advertisers reduced their advertising expenditure in
newspapers by almost 28% to
PLN 391 million. After a successive routine review of ad expenditure, the
Company estimates that the largest drop was noticeable in the following
categories: telecom (down by over 30%), auto moto (down by ca 30%) real estate
(down by ca 40%), finance (down by ca 40%), and mainly in recruitment were the
decrease amounted to 66%.

In the first half of 2009, advertising spending in magazines fell by 17% yoy to
PLN 463 million. Outdoor ad spend decreased by 9% and the radio ad market noted
13% decrease in ad expenditure.

One should bear in mind that these market estimations may represent some margin
of error due to significant discount pressure on the market. Once the Company
has a more reliable market data, it may correct the market share estimations in
the consecutive reporting quarters.

1.2. Newspaper competition

1.2.1 Copy sales

In the first half of 2009, Gazeta Wyborcza sold 388 thousand copies on average
(down by 7.2% yoy). In the discussed period, average paid circulation of number
five national player, Dziennik reached 144 thousand copies. It should be noted
that since 2009 the data about dailies average paid circulation are prepared
according to new ZKDP Audit Rules. The amendments concern, inter alia, package
subscription (for example Dziennik and Gazeta Prawna).Currently, after
fulfilling requirements set in the ZKDP Audit Rules, all titles from the
package can be classified as a subscription. In the first half of 2009, 42%
i.e. 61 thousand copies, out of 144 thousand copies of Dziennik's paid
circulation were distributed through 'other paid forms of distribution'.

In the first half of 2009, Rzeczpospolita sold 147 thousand copies on average
(9% fewer than last year), Fakt
475 thousand copies (7% fewer than last year) and Super Express 197 thousand
copies (5% fewer than last year).

Since March 2009 the number of titles under Polska brand was reduced. Due to
the publisher's decision 9 out of 18 titles were closed. The titles which were
closed include: Polska Bialystok, Polska Gazeta Opolska, Polska Kielce, Polska
Koszalin, Polska Kujawy, Polska Lubuskie, Polska Olsztyn, Polska Rzeszow and
Polska Szczecin. In the first half of 2009, all titles of Polskapresse under
Polska brand sold 314 thousand copies on average. [4]

On June 1, 2009, Axel Springer Polska Sp. z o.o., publisher of Dziennik Polska
Europa Swiat, and INFOR PL SA, publisher of Gazeta Prawna, signed an agreement
giving Axel Springer Polska Sp. z o.o. 49% stake in the company INFOR Biznes
Sp. z o.o. Axel Springer contributed, inter alia, its title Dziennik Polska
Europa Swiat. According to the press information, the transaction was finalized
on August 17, 2009. The publishers declare that from the blend of the two
titles a new daily will appear on the Polish newspaper market in the autumn
this year.

In comparison to the similar period of 2008, the prices of dailies changed. Due
to two - stage price increase Dziennik currently sells for PLN 2.0 from Monday
to Thursday and for PLN 2.5 on Fridays and Saturdays. The titles united under
Polska brand cost from PLN 1.4 to PLN 1.7 on weekdays, while Rzeczpospolita
sells for PLN 3.4. In 2009 Gazeta's price changed twice. Since January 2.0 to
April 9, 2009, Gazeta sold for PLN 1.8 from Monday to Thursday. Since April 10,
2009, Gazeta can be bought for PLN 2 on weekdays and for PLN 2.5 on Fridays and
Saturdays. Gazeta in kiosk subscription costs PLN 1.6.

On average, in the first half of 2009 ca 42% of Dziennik' s and 17% of
Rzeczpospolita's paid circulation was sold through 'other paid forms of
distribution'(inter alia bartering or the like methods that can neither be
described as paid copy sales nor the subscriptions). Such forms constituted
only ca 9% of Gazeta's total paid circulation.

1.2.2 Readership

In the first half of 2009, Gazeta's weekly readership reached 14.8% (almost
4.5 million readers; CCS, weekly readership index). Fakt's readership stood at
15% and that of Super Express reached 7.2%. Metro recorded good readership
results of 7.8% i.e. over 2.3 million people. In the first half of 2009,
readership rates of other national dailies, Rzeczpospolita and Dziennik stood
at 4.1% and 3.8%, respectively. In the first half of 2009, Gazeta Wyborcza had
on average three times more readers than Rzeczpospolita and almost four times
more than Dziennik.

1.2.3 Ad revenue

In the first half of 2009, Gazeta's share in total newspaper ad spend dropped
by ca 4 pp yoy to nearly 39%. The decline of Gazeta's share in dailies ad
expenditure results mainly from the drop in number of recruitment ads yoy. The
number of recruitment ads declined by 59% in the first quarter of 2009, and in
the second quarter the declining trend even deepened - drop by 64% (display
advertising, excluding classifieds and inserts). [3] Once the influence of the
drop in the recruitment ads is factored out Gazeta's share in ad expenditure in
dailies for the first half of 2009, remains on the same level as in the first
half of 2008.

In the first half of 2009 the ad expenditure in dailies dropped by nearly 28%.

Gazeta's revenues from display advertising decreased by nearly 34% and its
share in total newspaper ad spend stood at nearly 39% (down by ca 4 pp yoy).
Fakt's and Dziennik's shares stood at 6-7%. Dynamics of ad revenues decrease in
Metro (down by 13% yoy) was slower than that of ad spend in dailies. Due to
that fact Metro expanded its ad market share to 4% (up nearly 1 pp yoy).In sum,
in the first half of 2009 share of all Agora' s newspaper titles in total
dailies ad spend amounted to over 42.5% and decreased by 3 pp yoy.

2. INTERNAL FACTORS

2.1. Revenue

In the first half of 2009 sales revenues amounted to PLN 572.2 million. The
largest component of Agora's sales (65.2%) was advertising revenue of PLN 372.9
million which dropped by 21.2%. Ad sales decline in Gazeta and magazines in the
first half of 2009 reflects negative trend in the print ad market during the
period. The drop of ad revenues in AMS (by 8% yoy) is less dynamic than the
total ad expenditure decline in outdoor.

In the first half of 2009, revenues of Special Projects, including collections,
amounted to PLN 52.1 million (growth by 56.5%) Operating profit of the business
amounted to PLN 12.3 million. [1]

Total revenues from copy sales decreased by 5.6% yoy. The decline results from
lower number and effectiveness of dual-pricing offers and general trend of copy
sales decrease in newspapers.

In the first half of 2009, Group's total Internet revenues (including services
and publications of Trader.com (Polska) Sp. z o.o.) amounted to PLN 38.6
million and increased by 13.9% yoy. The share of Trader.com (Polska) Sp. z o.o.
in the aforementioned revenues was PLN 8.3 million.

2.2. Operating cost

In the first half of 2009, total net operating cost of the Group amounted to
PLN 551.6 million (drop by 8.7%). Staff cost (excluding non-cash cost of
share-based payments) amounted to PLN 139.8 million (drop by 3.2%). This
decrease results mainly from the implementation of operating efficiency
improvement plan in Agora Group since December 2008, which entails staff
reductions in the whole Group by about 400 employees till the end of October
2009. Due to the fact that in May 2009, the Company decided to increase the
initially declared staff reductions, an additional provision for the cost of
lay-offs execution in the amount of about PLN 2.3 million was created. This
cost affected Agora's financial result for the second quarter of 2009 and is
visible in the Company's operating segments. Full effects of the plan should be
visible partly in the Company's financial results published in the second half
of the year but for the full effect one must wait till 2010.

The Group's headcount at the end of the first half of 2009 was 3,317 employees
and decreased by 210 FTEs yoy.

Marketing expensein the first half of 2009 amounted to PLN 79.0 million, i.e.,
PLN 38.2 million less yoy. The decrease results mainly from the reduced number
of Gazeta's editions with dual-pricing offers (in the first half of 2009, 83
editions of Gazeta versus 142 editions in the first half of 2008) and reduced
prices for purchase of advertising services in media and reduction in intensity
of promotional campaigns.

The increase in cost of raw materials, energy and consumables by 7.3% yoy to
PLN 120.5 million results mainly from launching new, more expensive collections
(Special Projects) with higher volume and unit production cost.

3. PROSPECTS

3.1. Advertising market

In the first half of 2009, the effects of the slowdown did not spare any
segments of ad spend market. The dynamics of ad spend decrease in dailies
deepened from quarter to quarter, mainly due to decreasing number of
advertisements in recruitment, real estate and financial services categories.
TV stations noted the decrease of ad revenue by almost 13%. The ad spend in
radio decreased by 13%. The outdoor ad spend decreased by 9%. The ad revenues
in magazines were lower by 17% yoy. The only medium that noted ad revenues
growth was Internet, which grew by 10% yoy.

Ad market performance in the second half of 2009 and estimates for consecutive
years depend, by and large, on GDP forecasts for Poland which, despite positive
signals regarding GDP, are still inconsistent.

Therefore, the Company cannot, in a responsible way, estimate the development
of ad market situation in 2009. Bearing in mind the sensitivity of ad market
performance to GDP changes, as well as the high volatility of the correlation
change between the two and unpredictability of that change in the crisis time,
any estimates of the ad spend market value would bear a significant margin of
error. In Company's view no signs of improvement on the Polish ad market can be
visible yet.

3.2. Operating cost

3.2.1 Staff cost

In December 2008, the Company adopted the operating efficiency improvement plan
within the Group. The aim of the plan is to adjust the Group to worse market
conditions. The aforementioned plan assumed staff redundancies of 400 in the
whole Group executed till October 31, 2009. In the Company the redundancies are
executed as group lay - offs.

Due to additional employment reductions in the Group by ca. 100 people,
introduced in May this year,the Companycreated additional provision for the
cost of lay-offs execution in the amount of PLN 2.3 million, which affected
Group's consolidated financial result for the first half of 2009.

Total number of people who received dismissal notices in the first half of 2009
amounts to 337.

3.2.2 Promotion and marketing cost

In the first half of 2009, as a result of market situation and due to
production volume decline and lower number of products (primarily connected
with dual - pricing offers), the marketing expenditure dropped by almost 33%.
It should be noted, however, that the level of marketing expense depends on the
growth dynamics of particular businesses, as well as the market activities and
projects of their competitors planned for the autumn 2009.

3.2.3 Cost of raw materials and energy

In the first half of 2009, the cost of materials and energy grew by 0.8%. This
cost category is, by and large, dependent on EUR/PLN exchange rate, the
production volume and cost of energy. The increase in energy cost by almost 31%
was the main reason of increase in this cost category. Due to decrease in
production volume, despite price increase and unfavorable EUR/PLN exchange
rate, paper cost decreased by 2.2%, i.e. PLN 1.4 million.

III. FINANCIAL RESULTS

1. THE AGORA GROUP

The consolidated financial statements of the Agora Group for the first half of
2009 include: Agora SA, Agora Poligrafia Sp. z o.o., Art Marketing Syndicate SA
Group ("AMS Group"), Agora TC Sp. z o.o., Trader.com (Polska) Sp. z o.o.,
5 subsidiaries of the radio business, the Ukrainian companies: LLC Agora
Ukraine, Agora Press Ltd. and jointly controlled entity A2 Multimedia
Sp. z o.o. A detailed list of companies of the Agora Group is presented
in the note 14 and selected financial data together with translation into EURO
are presented in notes 18 and 20 to the condensed semi-annual consolidated
financial statements.

2. PROFIT AND LOSS ACCOUNT OF THE AGORA GROUP

Tab.1

% change
in PLN million 1 H 2009 1H 2008 yoy

Total sales 572.2 657.1 (12.9%)

Advertising revenue (1) 372.9 473.3 (21.2%)

Copy sales (1) 97.0 102.8 (5.6%)

Special Projects (including book collections) 52.1 33.3 56.5%

Other 50.2 47.7 5.2%

Operating cost net, including: (551.6) (604.3) (8.7%)

Raw materials, energy and consumables (120.5) (112.3) 7.3%

D&A (40.6) (40.2) 1.0%

Staff cost (2) (139.8) (144.4) (3.2%)

Non-cash expense relating to share-based (7.1) (23.6) (69.9%)
payments

Promotion and marketing (79.0) (117.2) (32.6%)

Operating efficiency improvement plan (2.3) - -

Operating result - EBIT 20.6 52.8 (61.0%)

Finance cost, net, incl.: 0.8 2.8 (71.4%)

Revenue from short-term investment 5.7 11.4 (50.0%)

Interest on loans and similar costs (4.6) (4.8) (4.2%)

Foreign exchange (losses) / gains - (3.3) -

Share of results of equity accounted investees (0.4) (0.7) (42.9%)

Profit before income tax 21.0 54.9 (61.7%)

Income tax expense (8.2) (14.8) (44.6%)

Net profit for the period 12.8 40.1 (68.1%)

Attributable to:

Equity holders of the parent 13.3 40.2 (66.9%)

Minority interest (0.5) (0.1) 400.0%

EBIT margin (EBIT/Sales) 3.6% 8.0% (4.4pp)

EBITDA 60.9 92.7 (34.3%)

EBITDA margin (EBITDA/Sales) 10.6% 14.1% (3.5pp)

Operating EBITDA (2) 68.0 116.3 (41.5%)

Operating EBITDA margin (Operating EBITDA/ 11.9% 17.7% (5.8pp)
Sales)

(1) excluding Special Projects;

(2) excluding non-cash cost of share-based payments.

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").

2.1. Financial results presented according to major segments of the Agora
Groupfor the first half of 2009

Due to this change, The Management Board would like to point out that the
amounts concerning major business lines presented in the quarterly reports for
previous reporting periods may not be comparable in full with the present data
prepared under the management approach.

Tab. 2

in PLN Matching Total
million Newspapers Internet Magazines Outdoor Radio positions (consolidated)
(3) 1 H 2009

Total sales 362.5 38.6 47.6 86.4 40.4 (3.3) 572.2
(4)

% share 63.4% 6.7% 8.3% 15.1% 7.1% (0.6%) 100.0%

Operating (296.8) (43.9) (39.2) (87.7) (40.9) (43.1) (551.6)
cost net (4)

EBIT 65.7 (5.3) 8.4 (1.2) (0.5) (46.5) 20.6

Finance 0.8
cost, net

Share of
results of
equity (0.4)
accounted
investees

Income tax (8.2)
expense

Net profit 12.8

Attributable -
to:

Equity
holders of 13.3
the parent

Minority (0.5)
interest

EBITDA 79.4 (2.2) 8.6 10.5 1.0 (36.4) 60.9

Operating 82.7 (2.0) 8.9 11.1 1.4 (34.1) 68.0
EBITDA (1)

CAPEX (2) (2.2) (2.8) (0.1) (7.2) (1.8) (8.7) (22.8)

(1) excluding non-cash cost of share-based payments;

(2) based on invoices booked in the period;

(3) matching positions show data not included in particular segments, inter
alia: other revenues and costs of Agora's support divisions, 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;

(4) 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.

2.2. Finance cost, net

Net financial activities in the first half of 2009 were affected mainly by bank
commissions, as well as interest on the bank loan.

3. BALANCE SHEET OF THE AGORA GROUP

Tab. 3

in PLN million 30/06/ % change to 31/12/ 31/12/ 30/06/
2009 2008 2008 2008*

Non-current assets 1,045.0 (2.0%) 1,065.8 1,064.4

share in balance sheet total 67.6% 0.9 pp 66.7% 64.3%

Current assets 500.3 (6.1%) 532.7 590.8

share in balance sheet total 32.4% (0.9 pp) 33.3% 35.7%

TOTAL ASSETS 1,545.3 (3.3%) 1,598.5 1,655.2

Equity holders of the parent 1,168.9 0.1% 1,167.2 1,251.4

share in balance sheet total 75.6% 2.6 pp 73.0% 75.6%

Minority interest (0.7) 600.0% (0.1) (0.6)

share in balance sheet total - - -
-

Non-current liabilities and 119.0 (14.1%) 138.5 158.3
provisions

share in balance sheet total 7.7% (1.0 pp) 8.7% 9.6%

Current liabilities and 258.1 (11.9%) 292.9 246.1
provisions

share in balance sheet total 16.7% (1.6 pp) 18.3% 14.8%

TOTAL LIABILITIES AND EQUITY 1,545.3 (3.3%) 1,598.5 1,655.2

* In the financial statements for the year 2008 the Group has changed the
presentation of deferred tax assets and liabilities. The comparable data as at
30 June 2008 were restated thereupon.

3.1. Non-current assets

The decrease in non-current assets versus 31 December 2008 stems mainly from D&
A and impairment losses on fixed assets.

3.2. Current assets

The change of current assets versus 31 December 2008 results, inter alia, from:
the increase in inventories and decreases in: accounts receivable and income
tax receivable.

3.3. Non-current liabilities and provisions

The decrease of non-current liabilities and provisions versus 31 December 2008
stems mainly from the re-classification of the Agora's bank loan in the amount
of PLN 21.4 million from non-current to current liabilities.

3.4. Current liabilities and provisions

The decrease of non-current liabilities and provisions versus 31 December 2008
is caused mainly by:

decrease in accounts payable (by PLN 27.5 million),

decrease in deferred revenues and accruals (by PLN 4.4 million).

In the first half of 2009, Agora SA signed a new annex to the loan bank
agreement with Pekao SA and repaid two quarterly installments of the credit
line used in previous years.

4. CASH FLOW STATEMENT OF THE AGORA GROUP

Tab. 4

in PLN million 1 H 2009 1H 2008 % change yoy

Net cash from operating activities 65.8 82.2 (20.0%)

Net cash from investment activities (126.8) (111.8) 13.4%

Net cash from financing activities (47.6) (6.6) 621.2%

Total movement of cash and cash equivalents (108.6) (36.2) 200.0%

Cash and cash equivalents at the end of period 155.1 301.4 (48.5%)

As at 30 June 2009, the Agora Group had PLN 246.6 million in cash and in
short-term monetary assets, of which
PLN 155.1 million was in cash and cash equivalents (cash, bank accounts and
bank deposits) and PLN 91.5 million in secure short-term securities.

Neither Agora nor any other company from the Agora Group have been or were in
the first half of 2009 engaged in any currency option instruments or other
derivatives.

Considering the cash position and the available loan facility, Agora SA does
not anticipate any liquidity problems with regards to its further investment
plans. As at the date of this semi-annual report, the Company can still draw up
to PLN 200 million of the credit line.

4.1. Operating activities

In the first half of 2009 the net cash inflow from operating activities
decreased due to lower operating result delivered.

4.2. Investment activities

Net outflow from investing activities in the first half of 2009 results mainly
from purchase of short-term securities and incurred investment expenditure.

4.3. Financing activities

In the first half of 2009 the net cash from financing activities included
spending on the execution of the share buy-back program (PLN 19 million) and
the repayment of two quarterly installment of the credit line used in previous
years (PLN 21.4 million).

5. SELECTED FINANCIAL RATIOS [5]

Tab. 5

1 H 2009 1H 2008 % change yoy

Profitability ratios

Net profit margin 2.3% 6.1% (3.8pp)

Gross profit margin 39.5% 46.1% (6.6pp)

Return on equity 2.3% 6.5% (4.2pp)

Efficiency ratios

Inventory turnover 10 days 8 days 25.0%

Debtors days 71 days 67 days 6.0%

Creditors days 52 days 45 days 15.6%

Liquidity ratio

Current ratio 1.9 2.4 (20.8%)

Financing ratios

Gearing ratio (1) - - -

Interest cover 5.7 12.0 (52.5%)

Free cash flow interest cover 7.8 5.7 36.8%

(1) as at 30 June 2009 and 30 June 2008 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").

IV. OPERATING REVIEW - MAJOR SEGMENTS OF THE AGORA GROUP

IV.A. NEWSPAPERS [1]

As IFRS 8 Operating segments has become effective, the Group has adjusted its
operating segments presentation in MD&A and financial statements to the
requirements of this standard. The comparable data for previous reporting
periods were restated, respectively. Due to this change, The Management Board
would like to point out that the amounts concerning major business lines
presented in the quarterly reports for previous reporting periods may not be
comparable in full with the present data prepared under the management
approach. The Newspapers segment includes the pro-forma consolidated financials
of Gazeta Wyborcza, Metro, Special Projects, Agora's Printing Department and
Agora Poligrafia Sp. z o.o.

Tab. 6

in PLN million 1H 1H % change
2009 2008 yoy

Total sales 362.5 435.8 (16.8%)

Copy sales 76.1 79.7 (4.5%)

incl. Gazeta Wyborcza 75.4 79.2 (4.8%)

Advertising revenue (1) 192.4 283.7 (32.2%)

incl. Gazeta Wyborcza (2) 174.8 263.7 (33.7%)

incl. Metro 16.3 18.3 (10.9%)

Special Projects (including book collections) 52.3 33.3 57.1%

Other revenue 41.7 39.1 6.6%

Total operating cost, including (296.8) (346.9) (14.4%)

Raw materials, energy, consumables and printing (127.8) (123.0) 3.9%
services

Staff cost (3) (66.2) (73.5) (9.9%)

Non-cash expense relating to share-based payments (3.3) (12.5) (73.6%)
(5)

D&A (13.7) (19.4) (29.4%)

Promotion and marketing (1) (4) (52.5) (84.7) (38.0%)

Operating efficiency improvement plan (1.4) - -

EBIT 65.7 88.9 (26.1%)

EBIT margin 18.1% 20.4% (2.3pp)

EBITDA 79.4 108.3 (26.7%)

EBITDA margin 21.9% 24.9% (3.0pp)

Operating EBITDA (3) 82.7 120.8 (31.5%)

Operating EBITDA margin 22.8% 27.7% (4.9pp)

(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 the dual media
offers ( published both in Gazeta Wyborcza, as well as on GazetaPraca.pl,
GazetaDom.pl and Komunikaty.pl verticals), which are allocated to print edition
of Gazeta;

(3) excluding non-cash cost of share-based payments;

(4) the amounts include the start-up cost of new book collections (i.e. initial
promotional cost in media) and the production and promotional cost of gadgets
attached to Gazeta;

(5) in 2008 the whole amount of non-cash expense relating to share-based
payments concerning the Agora's Internet Department was presented in the
Newspapers and Internet business line of activity.

1. GAZETA WYBORCZA

1.1. Revenue

1.1.1. Copy sales

In the first half of 2009 Gazeta Wyborcza maintained its leadership position
among the opinion-making newspapers. In the first half of 2009, average paid
circulation of the newspaper amounted to 388 thousand copies (down by 7.2%
yoy). The decline stems from lower number of the higher priced issues
(dual-pricing offer) and its diminishing effect on copy sales as well as from a
general trend of copy sales decrease. In the said period Gazeta's revenues from
copy sales went down by 4.8% yoy. In the first half of 2009, there were 83
editions of Gazeta with products in dual pricing offer; in the first half of
2008 there were 142 of them.

In 2009 Gazeta's cover price increased twice. From January 2, 2009, it cost PLN
1.80. The second cover price increase took place on April 10, 2009. As a
result, currently Gazeta sells for PLN 2 from Monday to Thursday and for PLN
2.5 on Friday and Saturday. In kiosk subscription every issue of Gazeta sells
for PLN 1.6. Despite these price changes, Gazeta has the same price as Dziennik
and still costs significantly less than Rzeczpospolita (its cover price equals
to PLN 3.4) and Gazeta Prawna (its cover price equals to PLN 3.5).

On June 1, 2009 Axel Springer Polska Sp. z o.o., publisher of Dziennik Polska
Europa Swiat, and INFOR PL SA, publisher of Gazeta Prawna, signed an agreement
giving Axel Springer 49% stake in the company INFOR Biznes Sp. z o.o. Axel
Springer will contribute, inter alia, its title Dziennik Polska Europa Swiat.
According to the press information, the transaction was finalized on August 17,
2009. The publishers declare that from the blend of the two titles a new daily
will appear in the autumn this year.

On March 1, 2009 Polskapresse Sp. z o.o. decided to close 9 out of 18 local
titles united under Polska brand. In the first half of 2009 Polskapresse's
local titles published under a brand Polska sold in total 314 thousand copies.
[4]

In the first half of 2009, weekly readership rate of Gazeta Wyborcza stood at
14.8% which made it the most widely read quality daily. Rzeczpospolita achieved
4.1% readership reach and Dziennik - 3.8%. Metro was read by 7.8% of the
researched population in Poland. The readership rates for tabloids Fakt and
Super Express stood at 15.0% and 7.2%, respectively.

In the first half of 2009, Gazeta Wyborcza won a major award in the category
Prasowa Okladka Roku (Press Cover of the Year) and ArtFront award in the
category Gazety Ogolnopolskie (Nationwide Newspapers) in a prestigious contest
GrantFront 2008. Gazeta was awarded in this contest for the sixteenth time.

Additionally, the action Probne matury (Test High School Examination) organized
by Gazeta Wyborcza and Operon publisher, in cooperation with RMF FM radio and
Gazeta.pl portal, received the first stage award in a prestigious international
contest INMA Awards 2009. Gazeta received also a second stage award for a
special and intriguing way of encouraging its readers to lecture its editorial
series, for example: Siedem wyborow Walesy (Seven Walesa's choices), Polska to
nie jest kraj dla starych ludzi (Poland is not the country for old people),
Irak: Polacy na wojnie (Iraq: Poles on war) and Kim jest general (Who is
general) about general Wojciech Jaruzelski.

1.1.2. Advertising sales

In the first half of 2009, Gazeta's net advertising revenues (including display
advertising, classifieds and inserts) amounted to PLN 174.8 million (down by
33.7% yoy). The above figures include only a portion of revenues from
advertising dual-media offers (published both in print and in GazetaPraca.pl,
GazetaDom.pl, Komunikaty.pl verticals), which are allocated to print edition of
Gazeta Wyborcza.

In the first half of 2009, Gazeta's share in all display advertising in dailies
stood at nearly 39% (down by almost 4pp yoy). The main reason of Gazeta's
decline in display ad share is the decreasing number of ads in recruitment
sector in which Gazeta holds a leader position. During the period, total number
of recruitment ads in dailies decreased by 61% yoy (display advertising,
excluding classifieds and inserts). [3] If recruitment ads were excluded,
Gazeta would maintain its share in dailies ad expenditure in the first half of
2009.

In the first half of 2009 Gazeta's share in national newspaper ad spend was
about 40% (down by 3.5pp yoy).

Gazeta's share in Warsaw ad spend for newspapers (display advertising excluding
classifieds, inserts and obituaries) decreased by ca 1.5 pp and its share in
local dailies ad spend decreased by ca 2.5 pp yoy.

These market estimations may represent some margin of error due to significant
discount pressure on the market. Once the Company has a more reliable market
data, it may correct the market share estimations in the consecutive reporting
quarters.

In the first half of 2009, the share of ad pages in Gazeta's total pagecount
amounted to ca 39% (down by ca 7pp yoy), while the average number of ad pages
published daily in all local and national editions reached ca 203 (down by ca
23% yoy).

1.1.3. Special Projects

Tab. 7

in PLN million 1Q 2008 2Q 2008 3Q 2008 4Q 2008 1Q 2009 2Q 2009

Revenue from collections 22.4 10.9 6.7 23.2 22.9 29.4

In the first half of 2009, the Company ran eight collections and nineteen
one-off projects. During this period it sold ca 2.9 million books and books
with attached DVDs and CDs.

In the described period, the Company continued two series from the year 2008:
book series Dziela Stanislawa Lema (Stanislaw Lem's Masterpieces) and the music
collection of Queen. Agora finished also collections: Wielkie opery (Great
operas) with attached CDs and DVDs, Multikurs Jezykowy (Language Mutli-course)
with attached CDs, a collection of travel guides Miasta marzen (Cities of
Dreams), a series of Swiete ksiegi (Holy books), Dziela wybrane Adama Michnika
(Adam Michnik's Selected Materpieces) published in connection with the
twentieth birthday of Gazeta Wyborcza and a book collection Religie Swiata
(World Religions).

Among nineteen one-off projects launched by the Company in the first half of
2009 there were five booklets with attached CDs, inter alia, Chopin/Jagodzinski
Sonata b-moll (Chopin/Jagodzinski Sonata b-moll), Nasz Niemen (Our Niemen) - an
anthology of the best songs created by Czeslaw Niemen, chosen by the listeners
of the Zlote Przeboje (Golden Oldies) radio station, Gazeta's readers and users
of the Gazeta.pl portal, one book with attached DVD Charlie Chaplin with music
composed by Krzesimir Debski (Charlin Chaplin with music of Krzesimir Debski);
nine separate book positions, inter alia, Spacer Poranny (My Morning walk)
written by Ryszard Kapuscinski, a photo album Duzo kobiet (Many women) by
Mikolaj Grynberg., a photo album Od 20 lat z Gazeta Wyborcza (From 20 years
with Gazeta Wyborcza), an album Upadek Peerelu 1986-1989 (Collapse of People's
Republic of Poland 1986-1989)

and four music albums, inter alia: Smooth Festival Zlote Przeboje Bydgoszcz
2009 and Voo Voo and Haydamaky.

1.1.4. Other revenues

In the first half of 2009, the Company's revenues from the sales of printing
services increased by 6% yoy, mainly due to more orders from external clients.

1.2 Cost

1.2.1 Printing cost of Gazeta Wyborcza

Tab. 8

1H 2009 1H 2008 % change yoy
in PLN million

Fixed cost 20.4 27.7 (26.4%)

incl. D&A 7.1 12.3 (42.3%)

Variable cost 64.3 71.5 (10.1%)

incl. newsprint 52.4 58.7 (10.7%)

TOTAL fixed and variable cost 84.7 99.2 (14.6%)

The decrease in the newsprint cost resulted from the lower circulation and
volume printed which outweighed the newsprint price increase (due to higher
exchange rate for EUR versus PLN).

1.2.2. Promotion and marketing cost

In the first half of 2009, Gazeta's promotion and marketing cost went down by
38% yoy. This decline results mainly from the decreased intensity and lower
number ofpromotional campaigns, as well as lower ad prices. Reduction in number
and volume of products sold in a dual-pricing offer contributed to the
reduction of this cost position. The change in the form of the free-of-charge
additions to Gazeta allowed for a significant cost reduction.

2.FREE PRESS

In the first half of 2009 Metro noted very good readership results: 7.8% of
Poles read Metro throughout the week (over 2.3 million of readers).

In the first half of 2009, Agora's free daily in Poland had the third position
among nationwide dailies with average daily readership index 4.3% (1.3 million
of Poles). That means, that Metro was read by twice more people than
Rzeczpospolita and a two and half times more people than Dziennik.

Despite that in the first half of 2009 ad expenditure assigned for dailies
decreased by 28%, Metro's total revenues decreased by 10.9%, while its revenues
from display ads decreased by 13%. Metro's share in total display ad spend on
dailies grew to 4% by almost 1pp yoy. In Warsaw, Metro went up to the second
position as far as the share in display ads is concerned. Its share was greater
than the combined share of Dziennik and Fakt.

Metroconstantly develops its advertising offer, particularly in non-standard
forms of advertising. One of the novelties introduced is the ad in the form of
Metro's front cover printed on a high quality magazine paper. The international
clothing chain H&M was the first client which promoted its products using this
form of advertising.

In June 2009, Agora launched an online service for mTarget - the ambient media
and BTL activities, available within the Free Press portfolio from January
2009. The website does not only present the advertising offer and a range of
delivered services, but also offers the possibility to see campaigns executed
within mTarget. Mtarget introduced new offers, for example: mTargets - packages
of precise reach to strictly selected target groups and promotional flags as
attractive advertising forms on the streets of large cities.

In March 2009, Metro's website received a new layout. The online service
enables its users to find the information in an easier and faster way. eMetro's
priority is interaction and fast contact with its users - who can not only send
information to editorial staff but can also be co-editors of the service. The
eMetro.pl service publishes the most interesting letters and pictures sent by
users as well as stories of Metro's journalists. The permanent element of the
Metro's online service is Cafeanimal.pl - a social online portal for pet
lovers.

In the first half of 2009, Metro continued development of its editorial line
focused on the young generation of Poles. It resulted in series of articles
about the generation of singles and high education. Articles about social trust
introduced an action Szkola Zaufania Metra (Metro's School of Trust) - led by
the experts and free daily's readers.

On May 31, 2009, during closing the Metro's debate entitled Jaka Polska 2029
(How will Poland look like in 2029), the representatives of young scientists,
people from media, non-governmental organizations and employers took part in
the Round Table debate. The goal of the action organized together with
Stowarzyszenie Polska Mlodych (The Association of the Young Poland) was to find
together with Metro's readers five major goals for Poland. On June 4, 2009 on
the twentieth anniversary of the first free parliamentary elections in Poland,
the above mentioned association initiated the e-voting, which attracted almost
19 thousand electors.

The jury of the international contest called World Young Reader Prize,
organized by WAN-IFRA (World Association of Newspapers and News Publishers
honored Metro for the Round Table 2009.

On June 18, 2009, Metro received for the second time the title of High
Reputation Brand in the Media category from the Independent Ranking of Brand
Reputation in Poland - Premium Brand.

In the first half of 2009, Metro noted a negative operating EBITDA of PLN 0.9
million [1].

IV.B INTERNET [1] [6]

As IFRS 8 Operating segments has become effective, the Group has adjusted its
operating segments presentation in this MD&A and financial statements to the
requirements of this standard. The comparable data for previous reporting
periods were restated, respectively. Due to this change, The Management Board
would like to point out that the amounts concerning major business lines
presented in the quarterly reports for previous reporting periods may not be
comparable in full with the present data prepared under the management
approach.

The Internet segment includes the pro-forma consolidated financials of Agora's
Internet Department, LLC Agora Ukraine and Trader.com (Polska) Sp. z o.o. The
acquisition of Trader.com (Polska) Sp. z o.o. has an influence on presented
financials of the segment to start from the third quarter of 2008.

Tab. 9

% change
in PLN million 1H 2009 1H 2008 yoy

Total sales , including 38.6 33.9 13.9%

Ad sales in verticals (2) 11.3 9.1 24.2%

Display ad sales (1) 21.4 22.5 (4.9%)

Total operating cost, including (43.9) (38.1) 15.2%

IT and network maintenance (2.0) (2.3) (13.0%)

Staff cost (3) (21.8) (14.4) 51.4%

Non-cash expense relating to share-based payments (0.2) - -
(4)

D&A (3.1) (1.6) 93.8%

Promotion and marketing (1) (8.8) (15.7) (43.9%)

Operating efficiency improvement plan (0.4) - -

EBIT (5.3) (4.2) (26.2%)

EBIT margin (13.7%) (12.4%) (1.3pp)

EBITDA (2.2) (2.6) 15.4%

EBITDA margin (5.7%) (7.7%) 2.0pp

Operating EBITDA (3) (2.0) (2.6) 23.1%

Operating EBITDA margin (5.2%) (7.7%) 2.5pp

(1) the amounts do not include revenues and total 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, LLC Agora
Ukraine and Trader.com (Polska) Sp. z o.o. From 2009, e-commerce ad sales
(performance advertising) are presented as display ad sales not in other
revenues; the comparable data were restated thereupon;

(2) including, among others, allocated revenues from the dual media offer (i.e.
published both in Gazeta Wyborcza, as well as on GazetaPraca.pl, GazetaDom.pl
and Komunikaty.pl verticals); from 2009 ad sales defined as Power Page
advertising (ads published within standing fees) in Trader.com (Polska) Sp. z
o.o. are presented in ad sales of verticals, not in display ad sales;

(3) excluding non-cash cost of share-based payments;

(4) in 2008 the whole amount of non cash cost of share-based payments
concerning the Agora's Internet Department was presented in the Newspapers and
Internet business line of activity.

In the first half of 2009, total revenues of Trader.com (Polska) Sp. z o.o.
amounted to PLN 8.3 million. The company recorded a negative EBIT of PLN 0.3
thousand. Revenues from the company's magazines amounted to PLN 2.4 million and
from its internet activities - PLN 5.9 million.

In the first half of 2009, LLC Agora Ukraine recorded a negative EBIT of PLN
1.1 million.

1. Revenue

In the second quarter of 2009, significant decrease in number of promotional
campaigns settled in barters influenced the level of ad revenues. Ad sales
settled in cash increased by over 8% in the first half of 2009. Display ad
sales recorded a high dynamic of growth (up by 24.2% yoy) and reached PLN 11.3
million. The amount includes PLN 3.7 million of allocated advertising sales
from dual media offers (print and Internet) and ad sales of Trader.com (Polska)
Sp. z o.o. in the amount of PLN 4.7 million.

2. Cost

Staff cost increase in the first half of 2009, reflects higher employment by
122 FTEs yoy, due to, inter alia, the development of the ad sales team, as well
as additional 87 FTEs of Trader.com (Polska), a subsidiary since June 2008.
Higher D&A cost reflect Agora's Internet segment's investments made in the
fourth quarter of 2008 (including, inter alia, purchase of Edulandia.pl) and in
the second quarter of 2009 (inter alia: acquisition of the license for online
series N1ckola).

In the first half of 2009, promotion and marketing cost decreased due to lower
intensity of advertising campaigns. The promotional campaigns settled in
barters were reduced by almost half and those settled in cash decreased by 40%
yoy.

3. Important information on Internet acitivities

In June 2009, reach of Agora's Internet brands among Polish users reached
59.3%, while the number of users increased to 9.9 million (up by 41.4% yoy).
During the same month, total number of hits from Polish users was 851.5 million
(19.4% more than last year), with an average viewing time of 96 minutes per
user (down by 10.3% yoy).

The increase in number and range of Agora's Internet brands is caused partly by
the research methodology change by Megapanel PBI/Gemius [6].

Gazeta.pl's services are ranked among top thematic market players. According to
Megapanel PBI/Gemius data from June 2009 GazetaPraca.pl is the leader in
recruitment services. Gazeta.pl's social network sites (e.g. Forum.Gazeta.pl,
Blox.pl) are ranked second in the Communitiescategory as well as GazetaDom.pl
in the Building & real estate category. Gazeta.pl's information services were
third in the Information & journalism category and are leaders in the local and
regional news category. Online services on sport are on the second position in
the Sport category. Additionally, Agora's online services became leaders in
subcategories: Child & family, Clothes & fashion, Forums & discussion groups
and Interior design.

At the end of first half of 2009, Agora signed an agreement with Microsoft
Inc., which gives Agora right to lead Msn.Gazeta.pl portal, sell and develop
online advertising offer.

In June 2009, Agora together with At Media Sp. z o.o. commenced cooperation in
offering advertisers Agora's online media together with TV stations represented
by At Media Sp. z o.o.

In the first half of 2009, online real estate services Domiporta.pl and
GazetaDom.pl launched joint offer of real estate display ads from the secondary
market. Fifty property developers presented its offers at Internetowe Targi
Nieruchomosci (Online Real Estate Fairs) for the first time in Poland (on the
online platform www.TargiNieruchomosci.Gazeta.pl).

IV.C. THE MAGAZINES [1] [7]

The Magazines segmentpresents the pro-forma consolidated financials of Agora's
Magazines and Agora Press Ltd. (Ukraine).

Tab. 10

in PLN million 1H 1H % change
2009 2008 yoy

Total sales, including 47.6 56.7 (16.0%)

Copy sales 20.5 23.1 (11.3%)

Advertising revenue (1) 26.8 33.6 (20.2%)

Total operating cost, including (39.2) (44.8) (12.5%)

Raw materials, energy, consumables and printing (16.5) (17.5) (5.7%)
services

Staff cost (2) (9.2) (10.1) (8.9%)

Non-cash expense relating to share-based payments (0.3) (1.1) (72.7%)

D&A (0.2) (0.1) 100.0%

Promotion and marketing (1) (9.7) (12.9) (24.8%)

Operating efficiency improvement plan (0.1) - -

EBIT 8.4 11.9 (29.4%)

EBIT margin 17.6% 21.0% (3.4pp)

EBITDA 8.6 12.0 (28.3%)

EBITDA margin 18.1% 21.2% (3.1pp)

Operating EBITDA (2) 8.9 13.1 (32.1%)

Operating EBITDA margin 18.7% 23.1% (4.4pp)

(2) excluding non-cash cost of share-based payments.

In the first half of 2009 Magazines posted a decline in both copy sales and
advertising revenues. This decline results from the general economic slowdown.
Total copy sales decreased by 11.3% yoy, while ad sales dropped by 20.2%
yoy.

In the first half of 2009, Agora Press Ltd. reported a negative operating EBIT
- about PLN 1 million.

1. REVENUE

1.1. Copy sales

Tab. 11

in thousand of copies 1H 2009 1H 2008 % change yoy

Average copy sales of monthlies 1,040.3 1,132.3 (8.1%)

Average number of copies sold of Agora's monthlies in the first half of 2009
decreased by 8.1% yoy.

1.2. Advertising sales

In the first half of 2009, advertising sales of Agora's magazines decreased by
20.2%. Agora's magazines occupied over 6.5% share of total magazine advertising
spending and 12% in monthlies (accordingly to rate card data) [7].

2. Cost

In the first half of 2009, the decrease in operating cost results mainly from
the lower production and promotion expense and decrease in staff cost.

3. other EVENTS

In June 2009, the Czterykaty.pl vertical received new, refreshed layout. The
internauts received an access to new online functionalities, inter alia: for
interior design and video materials with expert advices. Additionally, in the
first half of 2009, Agora's magazine covers were awarded in the GrandFront 2008
contest in the popular female magazines category (the February Poradnik
Domowy's cover and the January Dziecko's cover).

IV.D. OUTDOOR (AMS GROUP)

The Outdoor segment consists of the pro-forma consolidated data of four
companies which create the AMS Group (AMS SA, Akcent Sp. z o.o., Adpol Sp. z
o.o., Media System Sp. z o.o.).

Tab. 12

in PLN million 1H 2009 1H 2008 % change yoy

Total sales, including: 86.4 93.5 (7.5%)

Advertising revenue (1) 84.7 92.1 (8.0%)

Total operating cost, including: (87.7) (85.6) 2.4%

Execution of campaigns (16.7) (22.1) (24.6%)

Maintenance cost (39.8) (34.9) 14.1%

Staff cost (2) (9.6) (9.9) (3.1%)

Non-cash expense relating to share-based (0.5) (1.9) (72.3%)
payments

Promotion and marketing (1.6) (2.3) (30.2%)

D&A (4) (12.1) (8.7) 38.5%

Other operating revenue /(cost) net (2.4) (0.1) 2,329.5%

EBIT (1.2) 7.9 -

EBIT margin (1.4%) 8.4%
(9.8pp)

EBITDA (4) 10.5 16.3 (35.3%)

EBITDA margin 12.2% 17.4%
(5.2pp)

Operating EBITDA (2) (4) 11.1 18.2 (39.2%)

Operating EBITDA margin 12.8% 19.5% (6.7pp)

Number of advertising faces (3) 25,627 25,280 1.4%

(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 non-cash cost of share-based payments;

(3) excluding advertising panels of Akcent Media Sp. z o.o. installed on petrol
stations, small panels at bus shelters and in the Warsaw subway, as well
as advertising panels on buses and trams;

(4) the amounts include reclassifying adjustment of D&A, resulting from
financing sources of fixed assets owned by AMS.

1. Revenue

In the first half of 2009, according to IGRZ estimates, the outdoor market rate
declined by 9% yoy. The decline in ad sales for external clients (outside the
Agora Group) was still lower from the decline of the whole outdoor advertising
market. An estimated AMS's share in spending on outdoor advertising, in the
first half of 2009 increased by 1.4pp yoy to 26.8% [8].

Better than the market's dynamics of the AMS's revenues stems mainly from the
sale of ad panels from the Premium segment. Reported an 8% decrease in ad sales
in the first half of 2009 stems from significant reduction in printing
services, connected with advertising campaigns. Last year AMS's clients often
ordered advertising campaigns on the company's panels together with printing
services. This year many of them have purchased only advertising panel space,
managing the poster print on their own.

2. Cost

Lower cost of campaign execution in the first half of 2009 results from fewer
orders on printing services from external clients.

Maintenance cost went up in the first half of 2009 due to increased number of
the Premium and Superpremium panels, which command higher unit cost. The pace
of increasing the maintenance cost became lower due to restructuring activities
aimed at optimalisation of AMS's panel system. Additionally, in the first half
of last year, the CityINFOtv channel did not influenced on the AMS's financial
result.

Lower staff cost is the effect of operating efficiency improvement plan within
the Agora Group companies.

D&A increase is a consequence of the execution of the company's capex plan in
previous years.

In the first half of 2009, lower promotional and marketing cost results from
smaller number of social and marketing campaigns.

In the first half of 2009 other revenues/cost net reported a negative amount of
PLN 2.4 million. The cost was connected with receiving the decisions on using
the waysides (more in note 9) and other small one-off impairment losses on
assets.

3. Other events

In the second quarter of 2009, AMS wan two tenders and became a partner of two
companies: Neste Polska Sp. z o.o. and Inter IKEA Centre Polska SA. As a
consequence of the signed contracts, AMS SA will use areas of Neste's
self-service petrol stations and IKEA trade centres to build its advertising
panels. AMS has developed its strategy to build the broad and the most
attractive advertising outdoor market offer to its clients by winning such
tenders.

IV.E. RADIO

The Radio segment includes the pro-forma consolidated financials of Agora's
Radio Department, all local radiostations and a super-regional radio TOK FM,
being parts of the Agora Group. This includes: 18 Golden Oldies (Zlote
Przeboje) radio stations, 7 local radio stations (Radio Roxy FM), a
super-regional news radio TOK FM broadcasting in nine cities and one AC format
(Adult Contemporary) local station.

Tab. 13

% change
in PLN million 1H 2009 1H 2008 yoy

Total sales, including : 40.4 42.5 (4.9%)

Advertising revenue (1) (3) 39.3 41.6 (5.5%)

Total operating cost, including: (3) (40.9) (40.6) 0.7%

Staff cost (2) (13.2) (14.3) (7.7%)

Non-cash expense relating to share-based (0.4) (1.3) (69.2%)
payments

Licenses, rental and telecommunication costs (4.4) (4.2) 4.8%

D&A (1.5) (1.2) 25.0%

Promotion and marketing (3) (11.2) (7.5) 49.3%

EBIT (0.5) 1.9 -

EBIT margin (1.2%) 4.5% (5.7pp)

EBITDA 1.0 3.1 (67.7%)

EBITDA margin 2.5% 7.3%
(4.8pp)

Operating EBITDA (2) 1.4 4.4 (68.2%)

Operating EBITDA margin 3.5% 10.4% (6.9pp)

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

(2) excluding non-cash cost of share-based payments.

(3) 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.

After two quarters of 2009 the Radio segment reported positive operating EBITDA
of PLN 1.4 million, which decreased by PLN 3.0 million yoy.

1. Revenue

In the second quarter of 2009, the financial result of the Radio segment (both
revenue and cost) was influenced by barter settlements connected with the first
edition of Smooth Festival Zlote Przeboje (Smooth Golden Oldies Festival) in
Bydgoszcz. As a result, in the first half of 2009, the ad sales decreased by
only 5.5% yoy. Excluding barter settlements, the decrease in ad sales was
similar to the decline of the whole radio advertising market (down 13% yoy).

2. Cost

Operating cost of the Radio segment remained flat yoy.

In the first half of 2009, lower staff cost stems from the operating efficiency
plan implemented within the Group.

In the first half of 2009 the promotion and marketing cost increased
significantly (mainly due to organized in May for the first time Smooth
Festival Golden Oldies in Bydgoszcz). The project was settled in barters, which
influenced on the Radio segment cost as well of its revenue.

In the first half of 2009, the Company recognised impairment loss on shares in
GRA Sp. z o.o. in the amount of
PLN 7.8 million. The cost was qualified as financial cost in the unconsolidated
financial statement of Agora SA. The impairment loss has not affected the
consolidated results of the Agora Group.

3. Audience shares [9]

In the first half of 2009 Agora's local radio stations had in total 6.9%
audience share (a decline from 8.5%).

In the first half of 2009, TOK FM reached 6.2% share of the Warsaw radio
audience (in its target group). In the same period of 2008, it reached 7.2%. In
all cities of broadcasting the station's audience ratings reached 4.2%
(4.4% in the first half of 2008).

4. OTher EVENTS

In May 2009, Agora Radio Group initiated a new prestigious event on the Polish
musical scene : Smooth Festival Golden Oldies, which apart from the renown
Polish artists staged also such world - class stars as, inter alia: Macy Gray,
Chambao, Maria Mena and Lura. The festival gained large popularity and
attracted several thousand people. Agora Radio Group and the city of Bydgoszcz,
the host of the festival, confirmed the intention to continue the festival in
the coming years.

Since April 2009, radio Roxy FM changed its broadcast programming. Currently,
radio broadcasts more programs on widely - defined culture and is engaged in
creation of valuable content in public space. Influential Polish artists,
representing all fields of culture, run their own programs on air. The most
renown artists, journalists and prominent writers are invited to the Radio as
experts on the discussed issues. Moreover, radio Roxy FM tightened its
cooperation with other segments of the Group. Information program on culture
created with Gazeta Wyborcza and production of programs and concerts in video
format together with Internet segment for online services of Gazeta.pl Group
are the examples of such cooperation.

Moreover, in the first half 2009, radio Tuba FM was enriched with ten new
channels.

NOTES

[1] Operating EBITDA = EBITDA + non-cash expenses relating to share-based
payments.

EBIT, EBITDA, operating EBITDA of Newspapers, Internet and Magazines 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 supporting divisions), which are included in matching positions.

[2] The Group's net result refers to "net result attributable to equity holders
of the parent".

[3] The data refer to advertising expenditures in five media (print, radio, TV,
outdoor, Internet). In this MD&A Agora has corrected the advertising figures
for 2008 and the previous years.

Unless explicitly stated otherwise, print 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 and
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 print,
the data do not include classifieds, inserts and obituaries. The estimates are
based on rate card data obtained from the following sources: Expert Monitor
monitoring, Agora SA monitoring.

The number of recruitment ads printed in dailies is based on Agora SA
monitoring.

Presented TV and Internet figures for the first quarter of 2009 and the
previous periods are based on Starlink media house estimates and do not include
sponsorships and teleshopping ads.

Internet ad spend estimates include display, search engines (Search Engine
Marketing) and since the first quarter of 2009 e-mail marketing and
classifieds. The media house Starlink has not adjusted the historical data,
concerning the estimates for Internet ad market, after the change of
measurement methodology; therefore the historical data is not fully comparable.

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

[4] The data on the number of copies sold 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.

Average number of copies sold of dailies associated under a common title Polska
= a sum of all copies sold of the dailies /number of days of publishing

The data on dailies readership are based on PBC General, research carried out
by MillwardBrown SMG/KRC on a random, nationwide sample of Poles over 15 years
of age. The following indices were used: CCS index (weekly readership index) -
percentage of respondents reading at least one edition of the title within 7
days of the week and CPW index (average issue readership index). Size of the
sample: nationwide PBC General for January - June 2009:
n = 24,701.

[5] Definition of ratios:

Net profit attributable to equity holders of the parent
Net profit margin=
Sales of finished products, merchandise and materials

Gross profit Gross profit on sales
margin=
Sales of finished products, merchandise and materials

Net profit attributable to equity holders of the parent

Return on equity= (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 half of the year

(Trade receivables gross at the beginning of the period + Trade receivables
Debtors gross at the end of the period) / 2
days=
Sales of finished products, merchandise and materials / no. of days

(Trade creditors at the beginning of the period + Trade creditors at the end of
Creditors the period) / 2
days=
Cost of sales / no. of days

(Inventories at the beginning of the period + Inventories at the end of the
Inventory period) / 2
turnover=
Cost of sales / no. of days

Current Current Assets
ratio =
Current liabilities

Current and non-current liabilities from loans - cash and cash equivalents -
Gearing highly liquid short-term monetary assets
ratio=
Total equity and liabilities

Interest Operating profit / (loss)
cover=
Interest charge

Free cash
flow Free cash flow *
interest
cover=
Interest charge

* Free cash flow =Net cash from operating activities + Purchase of property
plant and equipment and intangibles

[6] The Gazeta.pl Group include online services (including partnership
services), which domains are subscribed by Agora.

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 SA.
Real users data of Agora's Internet services are audited by Gemius SA.

The research methodology of Megapanel PBI/Gemius has changed from May 2009. It
has caused an increase by several percentage points as for range and number of
users of online services and websites in the Polish Internet.

[7] Average paid circulation of monthlies is based on the Agora's own data.
Rate card data on magazines obtained from Expert Monitor monitoring; commercial
brand advertising, excluding specialized monthlies; accounted for 125 titles.

[8] Source: report on sales of outdoor companies prepared by Izba Gospodarcza
Reklamy Zewnetrznej (IGRZ) which include: AMS SA, Cityboard Media, Clear
Channel Poland, Stroeer Out of Home Media, News Outdoor Poland, Gigaboard
Polska, Mini Media/Publiprox, Business Consulting, CAM Media, Defi Poland and
from 2009 also BP Media, Warexpo and Zak. The report is prepared on the basis
of the financials provided by member companies of IGRZ. From the beginning of
2009, the reports for the outdoor market (defined by IGRZ as 'the out-of-home
market'), include immovable (traditional), mobile and digital outdoor
advertising. Market data in this MD&A are based on a new IGRZ definition of the
outdoor market.

[9] Audience market data referred herein are based on Radio Track surveys,
carried out by MillwardBrown SMG/KRC (all places, all days and all quarters)

- for local radiostations: in cities of broadcasting of Agora'a radiostations
and in the age group of 15+, from January to June (sample for 2008: 22,797,
sample for 2009: 21,907);

- for TOK FM: in Warsaw and in the age group of 15+, from January to June
(sample for 2008: 3,020; sample for 2009: 2,748),

- for TOK FM: in cities of broadcasting and in the age group of 15+, from
January to June (sample for 2008: 16,202, sample for 2009: 15,863).

V. ADDITIONAL INFORMATION

V.A. Information concerning significant contract

Change in the agreement concerning credit line

In the current report published on March 31, 2009 the Company informed that on
March 31, 2009 Agora executed annex no. 9 ('Annex') to the loan agreement with
the bank Pekao S.A. ("Agreement"), signed on April 5, 2002. On the basis of the
signed Annex, the Company has the credit line in the amount of PLN 200 million
which may be used by March 31, 2010.

In compliance with the hitherto conditions of the Agreement, since March 31,
2009, in terms of the Agreement, the Company started paying used installments
of the credit line. The aforementioned debt is to be paid in 13 equal quarterly
installments, i.e. since March 31, 2009 until March 31, 2012.

In the current report published on April 30, 2009 the Company informed that on
April 30, 2009 in performance of the provisions of Annex no. 9 dated March 31,
2009 (the "Annex"), Agora signed appropriate documents regarding decreasing the
amount up to which bank can enforce the provided collateral for the credit line
granted to Agora in accordance with the provisions of the said Annex.

V.B. Important events

Completion of Company's buy buck program

In the current report published on February 13, 2009,the Company informed that
in connection with the resolutions adopted by the Extraordinary Shareholders
Meeting held on February 12, 2009, the Management Board decided to conduct the
buy-back program (Program 2) in the amount of up to PLN 19 million. The
Management Board informed that the Program 2 started on February 16, 2009. The
Program should last until June 30, 2009 or until the funds allocated for its
execution (i.e. PLN 19 million) are depleted.

In the current report published on April 8, 2009, the Management Board of Agora
SA informed that since the commencement of the share buy back program (Program
2) (i.e. February 16, 2009) the Company acquired in total 1,498,458 of its own
shares. They give the right to 1,498,458 votes at the General Meeting of
Shareholders and constitute 2.73% of the Company's share capital granting the
right to 2.08% of the total number of votes at the General Meeting of
Shareholders. As the funds allocated for the execution of the Program 2 had
been depleted, the Program 2 was completed on April 7, 2009. Total expenditure
on the execution of the Program 2 including the share repurchase costs and
other costs related to the Program 2 amounted to PLN 19 million. The average
share price amounted to PLN 12.65.

As a result of the execution of the buyback programs:

1) since July 14, 2008 until October 30, 2008, and

2) since February 16, 2009 until April 7, 2009,

the Company altogether acquired 4,040,149 of own shares, giving the right to
4,040,149 votes at the General Meeting of Shareholders and constituting 7.35%
of the Company's share capital and granting the right to 5.60% of votes at
the General Meeting.

Results of conducted impairment test

In the current report published on January 21, 2009,the Management Board of
Agora SA informed that as a result of the analyses, the Management Board
decided on an adjustment of the expected midterm revenues of the company
Trader.com (Polska) Sp. z o.o. The Company conducted an impairment test of
investment in the company Trader.com (Polska) Sp. z o.o., based on which it
recognized an impairment loss of PLN 27.2 million. The impairment loss affected
the consolidated results of the Group for the fourth quarter of 2008.

Changes in the Management Board

In the current report published on January 8, 2009,the Management Board of
Agora SA informed that pursuant to A 28 section 3 of the Company's statute, the
Management Board of the Company elected, by means of co-option, an additional
member of the Management Board, Mr. Grzegorz Kossakowski, the Financial
Director of the Company.

Changes in the Supervisory Board

In the current report published on January 22, 2009, the Management Board of
Agora SA informed that the Company received the resignation of Mr. Bruce Rabb
from the Supervisory Board of Agora SA, with the effect as of the moment of
closing of the Supervisory Board meeting, which was held on January 22, 2009.

In another current report published on January 22, 2009,the Management Board of
Agora SA informed that in connection with the resignation submitted by Mr.
Bruce Rabb, the members of the Supervisory Board on January 22, 2009, on the
basis of the stipulations of A 21 sec. 4 of the Company's statutes, appointed
by means of co-option Mr. Marcin Hejka to the Supervisory Board with the effect
as of January 22, 2009. The appointment of Mr. Marcin Hejka to the Supervisory
Board was suggested by a major shareholder of the Company, BZ WBK AIB Asset
Management S.A.

In the current report published on June 12, 2009,the Company informed about Mr.
Sanford Schwartz's resignation from the membership in the Supervisory Board of
Agora SA, effective as of the moment of closing of the Annual General Meeting
approving the financial statements for 2008.

In the current report published on June 23, 2009,the Management Board of Agora
SA informed that on the basis of the resolutions of the Annual General Meeting
on June 23, 2009 members of the Company's Supervisory Board were appointed: Mr.
Andrzej Szlezak for the position of the chairman of Agora's Supervisory Board,
Mr. Slawomir S. Sikora, Mr. Tomasz Sielicki, and Mr. Marcin Hejka as members of
the Supervisory Board. Mrs. Wanda Rapaczynski was appointed a member of the
Supervisory Board and replaced Mr. Sanford Schwartz.

Recommendation of Agora's Management Board on profit distribution for the
fiscal year 2008

In the current report published on May 20, 2009the Management Board of Agora SA
informed that on May 20, 2009 they adopted the resolution on the submission, to
the Annual General Meeting of Shareholders of Agora SA, of a motion concerning
the distribution of the 2008 profit by transferring the total amount of this
profit to the Company's reserve capital and not paying out to the shareholders
a dividend for the fiscal year 2008.

Additionally, the Management Board of Agora SA stated that Agora's policy for
returning profits to shareholders, announced in the current report no. 6/2005
dated February 14, 2005 remains unchanged. According to this policy, the
Company pays out an annual dividend of PLN 0.50 unless, in the opinion of the
Management Board and the Supervisory Board, there are counter-indications
arising from the earnings and prospects of the Company or market conditions. In
the management Board's opinion, in a situation of the world-wide economic
crisis bringing about an unstable macroeconomic situation and uncertainty in
respect of the economic situation in Poland, it is justifiable to make an
exception from the policy of dividend pay out to the shareholders and to
distribute the total net profit of PLN 26,365,008.66 for the fiscal year 2008
for the increase of Company's reserve capital.

The motion described above received a positive opinion of the Company's
Supervisory Board.

Resolution of the Supervisory Board to adopt the concise evaluation of the
situation of the Company in 2008

In the current report published on May 20, 2009with the regard to the adoption
by Agora SA "Good practices of publicly traded companies quoted on Warsaw Stock
Exchange" resolved on the basis of A 29 of the Warsaw Stock Exchange S.A.
by-laws, the Company published the resolution of the Supervisory Board
regarding the concise evaluation of the situation of the Company in 2008.

General Meetings of Agora

In the current report published on January 8, 2009, the Management Board of
Agora SAinformed thatacting pursuant to Art. 398 and 399 A 1 of the Commercial
Companies Code, it convened the Extraordinary General Meeting of Agora (EGM)
which was held in Warsaw at Czerska Street 8/10 on February 12, 2009, .
Additionally, the agenda of the EGM was published.

In another current report published on January 8, 2009, the Company announced
draft resolutions, which the Management Board intended to submit to the
Extraordinary General Meeting of Agora convened for February 12, 2009.

In the current report published on February 12, 2009, the Management Board of
Agora SA, announced to the public the resolutions of the Extraordinary General
Meeting of Shareholders held on February 12, 2009 at 11.00 am at the Company's
premises at 8/10 Czerska Street in Warsaw. Additionally, the Company informed
that all items in the proposed agenda were discussed and no objections were
raised to the proposed agenda or resolutions during the meeting and requested
to be included in the minutes of the meeting.

In the current report published on May 20, 2009the Management Board of Agora
SA, informed about convening the Annual General Meeting of Shareholders for
June 23, 2009 at 11 a.m. Additionally, the agenda of the AGM and proposed
changes of the Company's statute were published - in accordance with the
provisions of art. 402 of Commercial Companies Code.

In the current report published on June 5, 2009the Company published draft
resolutions, which the Management Board of the Company intended to submit to
the Annual General Meeting of Shareholders convened for June 23, 2009.

In the current report published on June 15, 2009, in connection with the
current report dated May 20, 2009 regarding the convention of Agora's AGM,
Agora SA announced that its shareholder, BZ WBK AIB Asset Management S.A.,
submitted, in accordance with A 21 of Agora's statutes, a candidacy of Mr.
Marcin Hejka for a member of Agora's Supervisory Board.

In the current report published on June 15, 2009the Management Board of Agora
SA informed that on this day, the Company received information that according
to A 21.1.(a)(i) of Agora's statutes, Agora Holding Sp. z o.o., the shareholder
holding 100% of the registered preferred series A shares, submitted candidates
to the Supervisory Board of Agora SA: Mr. Andrzej Szlezak for the position of
the chairman of the Supervisory Board, Mr. Slawomir S. Sikora and, Mr. Tomasz
Sielicki for the position of the members of Agora's Supervisory Board and Ms.
Wanda Rapaczynski for the position of the member of Agora's Supervisory Board
to replace Mr. Sanford Schwartz.

In the current report published on June 23, 2009the Management Board of Agora
SA published the resolutions of the Annual General Meeting of Shareholders held
on June 23, 2009 at Company's premises at 8/10 Czerska Street in Warsaw.

In the current report published on June 23, 2009the Company informed that the
following shareholders exercised voting rights attached to shares representing
5% or more of total votes at the Annual General Meeting of Shareholders on June
23, 2009:

- Agora Holding Sp. z o.o., with its registered seat in Warsaw, exercised
voting rights from 7,064,137 shares giving right to 24,190,537 votes,
representing 63.85% of voting rights present at the Annual General Meeting of
Shareholders and representing 33.55% of total voting rights;

- BZ WBK AIB Towarzystwa Funduszy Inwestycyjnych SA, with its registered seat
in Poznan, exercised voting rights from 7,860,000 shares owned by Arka BZ WBK
Akcji Srodkowej i Wschodniej Europy Fundusz Inwestycyjny ZamkniA(TM)ty, Arka BZ WBK
Akcji Fundusz Inwestycyjny Otwarty, ARKA BZ WBK Zrownowazony Fundusz
Inwestycyjny Otwarty, giving in total the right to 7,860,000 votes,
representing 20.74% of voting rights present at the Annual General Meeting of
Shareholders and representing 10.90% of total voting rights.

Changes in the operating efficiency improvement plan

In the current report published on May 13, 2009, the Management Board of Agora
SA announcedchanges to the operating efficiency improvement plan. On the basis
of the resolution adopted on May 13, 2009 the whole process of employment
reduction carried out since January 1, 2009 shall be executed till October 31,
2009, and shall concern about 400 people (which constitute about 10.4% of
employees in the Group as at November 30, 2008). The process includes the group
lay-offs in the Company.Due to the increased employment reductions, the Company
created an additional provision for the cost of lay-offs execution in the
amount of about PLN 2.3 million, which in full affected Group's consolidated
financial result for the first six months of 2009.

Important events regarding the Management Board

In the current report published on June 23, 2009 in connection with the closing
of the Annual General Meeting of Agora SA, which approved the financial
statements for 2008 on 23rd June 2009, the Company informed that pursuant to
par. 33 section 1 of the Company's statutes, the Management Board of the
Company re-elected Mr. Piotr Niemczycki for the function of President of
Management Board of Agora SA with the effect of June 24, 2009.

On the basis of the resolutions passed by the Annual General Meeting on June
23, 2009 (disclosed by means of a regulatory filing on June 23, 2009)and
pursuant to Art. 368 A 4 of the Commercial Companies Code as well as the
stipulations of A 28 item 3 the Company's statutesthe General Meeting of
Shareholders approved the appointment to the Management Board of Mr. Tomasz
Jozefacki, elected by means of co-option on November 13, 2008 as well as the
appointment of Mr. Grzegorz Kossakowski elected by means of co-option on
January 8, 2009.

Admitting shares for trading

On July 13, 2009, 382,013 shares of Agora SA were admitted for trading on the
main market of the Warsaw Stock Exchange. The shares had been purchased by
employees pursuant to stock participation programs.

V.C. Changes in capital affiliations of the issuer with other entities

On March 19, 2009the District Court for the capital city of Warsaw, XIII
Commercial Division, registered change of the name of an affiliated company
Biuro Obslugi Radiowej Sp. z o. o. to Radiowe Doradztwo Reklamowe Sp. z o.o.

On April 21, 2009the District Court for the capital city of Warsaw, registered
the increase of the share capital of Grupa Radiowa Agory Sp. z o.o. The
company's share capital was increased to PLN 25,019,500 and now consists of
50,039 shares with nominal value of PLN 500 per share. The total number of
votes after the capital increase amounts to 50,039. All the aforementioned
shares and votes at the General Meeting belong to Agora. Acquired shares were
brought as a contribution in kind.

On July 8, 2009 Agora SA, as a result of a purchase of part of shares from the
founders of AdTaily Sp. z o.o. (AdTaily) with its seat in Cracow and taking up
new shares, became the owner of 182 shares with nominal value of PLN 50 per
share (which constitute a 50.28% stake in company's share capital). Other
shareholders are natural persons. The Agora's book value of the acquired shares
equals to PLN 936 thousand (including transaction costs). AdTaily is an owner
of a unique solution in the field of advertising monetization of online
services; the tool allows to use advertising potential of services from
so-called "Long Tail" segment, created by users on platforms belonging to
publishers (for example: Agora's Blox.pl) and other thematic websites.

On August 3, 2009the District Court for the capital city of Warsaw, XIII
Commercial Division, registered the merger of Akcent Media Sp. z o.o. with Art
Marketing Syndicate SA (AMS). The merger was executed pursuant to Art. 492 A 1
item 1 and Art. 516 A 1, A 5, A 6 (merger by acquisition) of the Commercial
Companies Code, this is by transferring all the assets of the company being
acquired by AMS - the acquiring company. Before the merger AMS held 100% of
share capital in the company being acquired therefore pursuant to Art. 515 of
the Commercial Companies Code the merger was effected without the increase of
the share capital of AMS.

V.D. Other additional information

1. Remuneration, bonuses and other benefits paid, due or potentially due to
members of Management and Supervisory Board

Information on remuneration, bonuses and other benefits is disclosed in note 5
and 13 of the condensed semi-annual consolidated financial statements.

2. Changes in ownership of shares and other rights to shares (options) by
Management Board members in the first half of 2009 and until the date of
publication of the report

Tab. 14

a. shares as of decrease increase as of
30 June 2009 31 December 2008

Piotr Niemczycki 1,548,373 0 0 1,548,373

Zbigniew Bak 68,006 0 0 68,006

Tomasz Jozefacki 0 0 0 0

Grzegorz Kossakowski (1) 44,451 - - n/a

b. rights to shares as of decrease increase as of
30 June 2009 31 December 2008

Piotr Niemczycki 0 0 0 0

Zbigniew Bak 0 0 0 0

Tomasz Jozefacki 0 0 0 0

Grzegorz Kossakowski (1) 0 - - n/a

c. shares as of decrease increase as of
27 August 2009 30 June 2009

Piotr Niemczycki 1,548,373 0 0 1,548,373

Zbigniew Bak 68,006 0 0 68,006

Tomasz Jozefacki 0 0 0 0

Grzegorz Kossakowski (1) 44,451 0 0 44,451

d. rights to shares as of decrease increase as of
27 August 2009 30 June 2009

Piotr Niemczycki 0 0 0 0

Zbigniew Bak 0 0 0 0

Tomasz Jozefacki 0 0 0 0

Grzegorz Kossakowski 0 0 0 0

The members of the Management Board participate in the incentive plan described
in note 5 of the condensed semi-annual consolidated financial statements.

(1) Mr. Grzegorz Kossakowski was appointed to the Management Board on January
8, 2009. Changes in the ownership of shares and rights to shares are in force
since January 8, 2009.

3. Changes in ownership of shares or other rights to shares (options) by
Supervisory Board members in the first half of 2009and until the date of
publication of the report

Tab. 15

a. shares as of decrease increase as of
30 June 2009 31 December 2008

Slawomir S. Sikora 0 0 0 0

Tomasz Sielicki 33 0 0 33

Andrzej Szlezak 0 0 0 0

Bruce Rabb (1) 0 0 0 0

Sanford Schwartz (3) 0 0 0 0

Marcin Hejka (2) 0 0 0 0

Wanda Rapaczynski (4) 1,056,216 - - n/a

b.shares as of decrease increase as of
27 August 2009 30 June 2009

Slawomir S. Sikora 0 0 0 0

Tomasz Sielicki 33 0 0 33

Andrzej Szlezak 0 0 0 0

Sanford Schwartz (3) 0 0 0 0

Marcin Hejka (2) 0 0 0 0

Wanda Rapaczynski (4) 1,056,216 0 0 1,056,216

The members of the Supervisory Board did not have any other rights to shares
(e.g. options).

(1) On January 22, 2009 Mr. Bruce Rabb submitted his resignation from the post.
Changes in ownership of shares and rights to shares are in force only until
January 22, 2009

(2) On January 22, 2009 the Supervisory Board, by means of co-optation,
appointed Mr. Marcin Hejka to the Supervisory Board (instead of Mr. Bruce
Rabb). Changes in ownership of shares and rights to shares are in force
from January 22, 2009.

(3) On June 12, 2009 Mr. Sanford Schwartz submitted his resignation from the
post in the Supervisory Board; resignation is effective as of the moment of
closing of the AGM held on June 23, 2009, which approved the financial
statements for the year of 2008;

(4) On June 23, 2009 Mrs. Wanda Rapaczynski was appointed to the Supervisory
Board to replace Mr. Sanford Schwartz. The number of shares and rights to
shares is effective to start with June 23, 2009.

Mrs. Wanda Rapaczynski participated in the incentive plan described in note 5
to the condensed semi-annual consolidated financial statements.

4. Shareholders entitled to exercise over 5% of total voting rights at the
General Meeting of Agora SA, either directly or through affiliates as of the
date of publication of report for the first half of 2009

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.

To the best of the Company's knowledge as of the day of publication of last
annual report (i.e. April 10, 2009), the following shareholders are entitled to
exercise over 5% of voting rights at the General Meeting of Shareholders in the
Company:

Tab. 16

no. of % of share no. of % of voting
shares capital votes rights

Agora-Holding Sp. z o.o. (5) 7,061,472 12.84 24,187,872 33.55

BZ WBK AIB Asset Management S.A. 14,454,410 26.291 14,454,410 20.047
(1)

BZ WBK AIB Towarzystwo Funduszy 11,684,052 21.25 11,684,052 16.20
Inwestycyjnych S.A. (2)

Arka BZ WBK Akcji FIO (3) 3,629,448 6.60 3,629,448 5.03

Arka BZ WBK Zrownowazony FIO (4) 3,631,330 6.61 3,631,330 5.04

(1) as of November 6, 2008

(2) as of March 27, 2009

(3) as of May 27, 2008

(4) as of October 21, 2008

(5) as of April 10, 2009

Changes in the Shareholders' Structure

In the current report published on March 31, 2009, the Management Board of
Agora SA announced that the Company obtained a notification from Artio
International Equity Fund (former Julius Baer International Equity Fund) with
its registered seat in New York about descending below the 5% threshold of
voting rights at the General Meeting of Shareholders of Agora SA. As a result
of the change Artio International Equity Fund had the right to 4.65% of the
total number of votes at the General Meeting of Agora SA (below 5%) and
therefore, the company mentioned above is no longer shown in the specification
under consideration.

In another current report published on March 31, 2009 the Management Board of
Agora SA announced that the Company obtained a notification from Artio Global
Management LLC (former Julius Baer Investment Management LLC) with its
registered seat in New York about descending below the 5% threshold of voting
rights at the General Meeting of Shareholders of Agora SA. As a result of the
change mentioned above Artio Global Management LLC had the right to 4.65% of
the total number of votes at the General Meeting of Shareholders of Agora SA
(below 5%) and therefore, the company mentioned above is no longer shown in the
specification under consideration.

In the current report published on April 3, 2009 the Management Board of Agora
SA announced that on April 2, 2009 the Company obtained a notification about
exceeding the 5% threshold of voting rights at the General Meeting of
Shareholders of Agora SA by the Company, in terms of the share buy back program
calculated on April 2, 2009. Total number of shares acquired since the
commencement of the program (i.e. February 16, 2009) altogether with the shares
purchased during the previous program, between July 14, 2008 until October 30,
2008 (see: current report no. 29/2008 dated June 20, 2008 and current report
no. 33/2008 dated July 11, 2008) amounts to 3,847,323 of own shares and giving
3,847,323 of votes at the General Meeting of Shareholders, constituting 7.00%
of the Company's share capital and granting the right to 5.34% of the total
number of votes at the General Meeting of Shareholders. According to the
article 364 A 2 of the Commercial Code, company, which had purchased its own
shares does not perform its rights attached to those shares, apart from the
right to dispose of them or undertake actions necessary to preserve those
rights, therefore Agora SA does not exercise its voting rights from its own
shares.

In the current report published on April 6, 2009 the Management Board of Agora
SA announced that the Company obtained a notification from BZ WBK AIB
Towarzystwo Funduszy Inwestycyjnych S.A. with its registered seat in Poznan
about more than 2% increase of the voting rights at the General Meeting of
Shareholders of Agora SA. As a result of the aforementioned increase, Funds
represented BZ WBK AIB Towarzystwo Funduszy Inwestycyjnych S.A. had the right
to 16.20 % of the total number of votes at the General Meeting of Agora SA.

In the current report published on April 10, 2009, the Management Board of
Agora SA announced that the Company obtained a notification from BZ WBK AIB
Asset Management S.A. with its registered seat in Poznan (BZ WBK) about an
increase in the total voting rights at the General Meeting of Shareholders of
Agora SA by over 2%. As a result of the change mentioned above BZ WBK clients
had the right to 22.17% of the total number of votes at the General Meeting of
Shareholders of Agora SA.

In the current report published on June 10, 2009 the Management Board of Agora
SA announced that the Company obtained information about descending below the
5% threshold of voting rights at the General Meeting of Shareholders of Agora
SA by Arka BZ WBK Zrownowazony Fundusz Inwestycyjny Otwarty (hereinafter
referred to as "Fund"). As a result of the change mentioned above the Fund had
the right to 4.84% of the total number of votes at the General Meeting of
Shareholders of Agora SA.

To the best of the Company's knowledge as of the day of publication of the
report for the first half of 2009 the following shareholders were entitled to
exercise over 5% of voting rights at the General Meeting of Shareholders of the
Company:

Tab. 17

no. of % of share no. of % of voting
shares capital votes rights

Agora-Holding Sp. z o.o. 7,064,374 12.85 24,190,774 33.55

BZ WBK AIB Asset Management S.A. 15,983,002 29.07 15,983,002 22.17
(1)

BZ WBK AIB Towarzystwo Funduszy 11,684,052 21.25 11,684,052 16.20
Inwestycyjnych S.A. (2)

Arka BZ WBK Akcji FIO 3,629,448 6.60 3,629,448 5.03
(3)

(1) as of April 7, 2009

(2) as of March 27, 2009

(3) as of May 27, 2008

5. The description of basic hazards and risk connected with the upcoming months
of the current financial year

Macroeconomic risk

Advertising revenues strictly depend on the general economic situation in
Poland. They are marked by considerable decrease in time of the economic
slowdown. In the current situation we are unable to estimate neither how the
economic situation in Poland will develop nor how it will influence advertising
expenditure in the second half of 2009. It must be noted that the decrease of
advertising revenues is caused both by the ad volume decrease and lower prices
of media purchase which hinders estimations regarding the development of the
situation at the particular segments of ad market in the second half of 2009.

Seasonality of advertising spending

The Group sale revenues are marked by seasonal variation. The Group's revenue
in the first and third quarter is 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: dailies,
outdoor advertising, radio stations, magazines and internet. Our media compete
both with their business competitors and with television broadcasters -
constituting almost half of the advertising market. 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 as:

(i) the Group is not a television broadcaster;

(ii) the Group's market position as well as level of competitiveness in
particular media sectors are different, what may have its reflection in the
margins and revenues gained.

In addition, advertising revenues depend on the readership figures and shares
in radio and television audience. 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 press
copy sales, Special Projects sales and the results of the Group.

Press

Presently paid press market experiences a worldwide trend of copy sales
decrease.

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 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.

Free dailies market, due to its characteristics, seems to be more resistant to
some of the changes on the press market. Still, we cannot predict how the
global changes occurring on the press market will influence the results of
Metro - free daily published by the Group.

Internet

Polish internet advertising market is highly competitive. Number of internet
users in Poland increases steadily which attracts new advertisers to this
medium. 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 maintaining a
strong position on that market is possible by means of investment in modern and
innovative technology. There is no guarantee, that on such a competitive
market, the Group's position and ad revenues will be unchanged.

In addition, the way of implementation of the audiovisual media services
directive, as well as other possible changes in Polish legal system, for
example Press Law may have influence Polish Internet market and the Group's
results form this field of operation.

Outdoor

Outdoor advertising market in Poland is highly competitive. AMS S.A. competes
with Polish companies as well as big international concerns. This segment of
advertising expenditure is also characterized by seasonality. The highest
revenues in this segment are usually noted in the second and fourth quarter.
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 a
negative impact on the Group's result.

Risks of running licensed business

The Group comprises local radio stations broadcasting under the brands ZAeote
Przeboje and Roxy FM and superregional radio TOK FM.

Radio broadcasting in Poland is licensed. 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 listeners, for a certain radio format will
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 and regional 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 and be able to acquire
key radio personalities who will attract listeners. There is no certainty that
the Group's current position in the radio ad 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 on the shares of particular radio broadcasters in radio
ad market.

Special Projects

The Special Project Department mainly publishes book collections and books with
attached CDs & DVDs. There are immense differences in collections' revenue
generating and profit - making abilities, which causes significant variation in
revenue and profit level generated by Group's Special Project Department. Each
collection is a separate project and it cannot be assumed that present revenue
and profit level will remain constant in future.

The result for each period may depend on the launched collections at that time
and how many readers they will attract. Additionally, current economic slowdown
and large market saturation with the collections cause that it will not be
possible to return to the level of profits from the first years of this
business activity.

Impairment tests

Due to the economic and ad market downturn, the financial results of our media
declined. Inline with the International Financial Reporting Standards, the
Group runs impairment tests. In the past, some of the tests resulted in
impairment loss which was reflected in the income statement (unconsolidated and
/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 the printing services, purchase of production
materials, mainly newsprint, and gadgets inserted in magazines, is related to
the currency exchange rates. The volatility of currency exchange rates may have
influence the level of Group's operating cost and its financial results.

6. Other information

The Management Board did not publish any forecasts of the Company's financial
results and because of that this report does not present any Management Board's
statement of the possible realization of them.

Any changes in contingences since the date of the last financial year were
described in note 9 to the condensed semi-annual consolidated financial
statements.

Description of the Agora Group in presented in note 14 to the condensed
semi-annual consolidated financial statements.

Warsaw, 27 August 2009

Piotr Niemczycki - President of the Signed on the Polish
Management Board original

Zbigniew Bak - Deputy President of the Signed on the Polish
Management Board original

Tomasz Jozefacki - Member of the Management . Signed on the Polish
Board original

Grzegorz Kossakowski - Member of the Signed on the Polish
Management Board original

END

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Company: Agora S.A. (AGORY)

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