Annual General Meeting of Shareholders - July 10, 2021.

The following was published in MSiG No. 111/2021 item 37456 of June 11, 2021.

The Management Board of ZPC "SKAWA" SA in Wadowice, acting pursuant to art. 395 § 1 and art. 399 §1 of the Commercial Companies Code, convenes the Ordinary General Meeting of ZPC "SKAWA" S.A. for July 10, 2021 at 10: 00 a.m.

At the Company's headquarters in Wadowice at 1 Dr. J.Putka Street.

Agenda:

  1. Opening of the session of the Annual General Meeting.
  2. Election of the Chairman of the Assembly.
  3. Determination of the correctness of the convening of the Ordinary General Meeting and its capacity to adopt resolutions.
  4. Adoption of the agenda.
  5. Presentation by the Board:
  1. report on the Company's activities in 2020,
  2. Company's financial statements for 2020,
  3. Proposal on the distribution of net profit for the 2020 fiscal year.
  1. Presentation of the Supervisory Board's report on the results of the evaluation of the Management Board's report
    on the Company's activities in fiscal year 2020 and the financial statements for fiscal year 2020.
  2. Presentation of the Company's business plan for 2021, including the investment plan.
  3. Adoption of a resolution to approve the Board of Directors' report on the Company's activities in the 2020 fiscal year.
  4. Adoption of a resolution to approve the Company's financial statements for fiscal year 2020.
  5. Adoption of a resolution to grant members of the Company's Board of Directors a discharge of their duties in 2020.
  6. Adoption of a resolution to grant the members of the Company's Supervisory Board a discharge of their duties in 2020.
  7. Adoption of a resolution on the distribution of net profit for fiscal year 2020.
  8. Adoption of a resolution on the Company's annual business plan for 2021, including the investment program.
  9. Adoption of a resolution to amend § 3 section 1 of the Regulations of the Company's General Meeting.
  10. Adoption of a resolution to amend § 2, § 6, § 14, § 25 item 1 of the Company's Articles of Association.
  11. Adoption of a resolution on compulsory buyout of the Company's shares.
  12. Adoption of a resolution on the selection of an expert to value the shares subject to buyback.
  13. Adoption of a resolution on the sale of real estate at 1 Dr.J.Putka Street.
  14. Closing of the Annual General Meeting.

In connection with the inclusion on the agenda of the General Meeting of Shareholders of a resolution to amend the Company's Articles of Incorporation, in accordance with Article 402 § 2 of the Code of Commercial Companies, the provisions in force to date, as well as the content of the proposed amendments, are included below.

The existing content of § 2:

The Company's registered office is located in Wadowice, at 1 Dr. J. Putka Street.

Proposed content of § 2:

The Company's headquarters are located in Wadowice.

The existing content of § 6:

The Company's object is:

  1. PAC 10.72.Z - production of rusks and cookies; production of preserved pastry goods and cakes;
  2. PAC 10.82.Z - production of cocoa, chocolate and confectionery;
  3. PAC 10.86.Z - production of homogenized food and dietetic food;
  4. PAC 10.89.Z - production of other foodstuffs not elsewhere classified;
  5. PAC 46.33.Z - wholesale of milk, dairy products, eggs, edible oils and fats;
  6. PAC 46.34.B - wholesale of non-alcoholic beverages;
  7. PAC 46.36.Z - wholesale of sugar, chocolate, confectionery and bakery products;
  8. PAC 46.37.Z - wholesale of tea, coffee, cocoa and spices;
  9. PAC 46.31.Z - wholesale of fruits and vegetables;
  10. PAC 46.77.Z - wholesale of waste and scrap metal;
  11. PAC 47.11.Z - retail sales conducted in non-specialized stores with a predominance of food, beverages and tobacco products;
  12. PAC 47.24.Z - retail sales of bread, pastries, cakes and confectionery in specialized stores.

Proposed content of § 6:

The Company's object is:

  1. PAC 10.72.Z - production of rusks and cookies; production of preserved pastry goods and cakes;
  2. PAC 10.82.Z - production of cocoa, chocolate and confectionery;
  3. PAC 10.86.Z - production of homogenized food and dietetic food;
  4. PAC 10.89.Z - production of other foodstuffs not elsewhere classified;
  5. PAC 46.33.Z - wholesale of milk, dairy products, eggs, edible oils and fats;
  6. PAC 46.34.B - wholesale of non-alcoholic beverages;
  7. PAC 46.36.Z - wholesale of sugar, chocolate, confectionery and bakery products;
  8. PAC 46.37.Z - wholesale of tea, coffee, cocoa and spices;
  9. PAC 46.31.Z - wholesale of fruits and vegetables;
  10. PAC 46.77.Z - wholesale of waste and scrap metal;
  11. PAC 47.11.Z - retail sales conducted in non-specialized stores with a predominance of food, beverages and tobacco products;
  12. PAC 47.24.Z - retail sales of bread, pastries, cakes and confectionery in specialized stores;
  13. PAC 47.91.Z- retail sales conducted through mail order houses or the Internet;
  14. PKD 68.20.Z- rental and management of own or leased real estate;

The existing content of § 14

Shareholders are entitled to share in the pure annual profit allocated by the General Meeting for distribution in proportion to their shareholdings.

Proposed content of § 14:

  1. Shareholders are entitled to share in the pure annual profit allocated by the General Meeting for distribution in proportion to their shareholdings.
  2. The Ordinary General Meeting of Shareholders shall determine the dividend day and the date of payment of dividends. The dividend date may be set on the date of adoption of the resolution on profit distribution or within the next three months from that date.
  3. Dividends are paid by the Company, without the intermediation of the shareholder registrar.

The existing content of § 25.1:

1 The Board of Directors of the Company consists of 2 - 5 persons, including, the President of the Board of Directors and two Vice Presidents.

The proposed content of § 25.1:

1 The Board of Directors of the Company shall consist of 2 - 5 persons, including the President of the Board.

The Company's Board of Directors informs that those entitled to voting shares have the right to participate

in the General Meeting, if they have been entered in the register of shareholders at least one week before the General Meeting is held.

The list of shareholders entitled to participate in the General Meeting will be displayed at the Company's headquarters in Wadowice at 66 Młyńska Street, Plant Building No. 4, Room 2/11, for three business days prior to the General Meeting.

A shareholder may participate in the General Meeting and exercise voting rights in person or by proxy. The proxy must be in writing under pain of invalidity.

Representatives of legal entities should present current excerpts from the registers, listing the persons authorized to represent these entities. A person not listed in the extract should present a written power of attorney.

Persons entitled to participate in the General Meeting will be able to register and receive voting cards on the day of the General Meeting, directly in the Meeting Room, from900 to1000 hours.