Annual General Meeting of Shareholders - July 24, 2020.

The following was published in MSiG No.120/2020 item.29163 of June 20, 2020.

The Management Board of ZPC "SKAWA" S.A. in Wadowice, acting on the basis of art. 395 § 1 and art. 399 §1 of the Commercial Companies Code, convenes the Ordinary General Meeting of ZPC "SKAWA" S.A. to be held on July 24, 2020 at1400 hours at the Company's headquarters in Wadowice at 1 Dr. 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 2019,
  2. Company's financial statements for 2019,
  3. Proposal on the distribution of net profit for the 2019 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 the fiscal year 2019 and the financial statements for the fiscal year 2019.
  2. Presentation of the Company's business plan for 2020, including the investment plan.
  3. Adoption of a resolution on approval of the Board of Directors' report on the Company's activities in the 2019 fiscal year.
  4. Adoption of a resolution to approve the Company's financial statements for the 2019 fiscal year.
  5. Adoption of a resolution to grant members of the Company's Board of Directors a discharge of their duties in 2019.
  6. Adoption of a resolution to grant members of the Company's Supervisory Board a discharge of their duties in 2019.
  7. Adoption of a resolution on the distribution of net profit for fiscal year 2019.
  8. Adoption of a resolution on the Company's annual business plan for 2020, including the investment program.
  9. Changes in the composition of the Supervisory Board.
  10. Adoption of a resolution on the merger of companies: ZPC "SKAWA" S.A. with "Skawawa-Bis" Spółka z o.o.
  11. Adoption of a resolution to approve the selection of an entity to maintain the Shareholders' Register.
  12. Adoption of a resolution to amend § 23 and § 24 of the Company's Articles of Association.
  13. 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 § 23

The Supervisory Board adopts resolutions by an absolute majority of its members present at the meeting. In the event of an equality of votes, the Chairman's vote shall prevail. For the validity of the Supervisory Board's resolutions, the invitation of all members of the Board is required, in the manner prescribed by its bylaws.

The proposed content of § 23

  1. The Supervisory Board adopts resolutions by an absolute majority of its members present at the meeting or by circulation vote. In the event of an equality of votes, the Chairman's vote shall prevail. For the validity of the Supervisory Board's resolutions, the invitation of all members of the Board is required, in the manner prescribed by its bylaws. The Board's meeting may also be attended by means of direct remote communication. The Supervisory Board shall determine, in the form of bylaws, detailed rules for participation in the meeting using means of electronic communication.
  2. The Supervisory Board may adopt resolutions in writing or using direct remote communication. A resolution adopted in this manner is valid when all members of the Board have been notified of the content of the draft resolution and at least half of the members of the Board have participated in the adoption of the resolution.

The existing content of § 24 point 8

  1. Approval to dispose of the Company's assets or incur liabilities
    /including loans and credits/ and provide sureties with a value for each of these actions from 20% to 30% of the share capital.

The proposed content of § 24 point 8

  1. To approve the disposition of the Company's assets or the assumption of obligations /including loans and credits/ and the granting of sureties with a value for each of these actions exceeding 250 thousand euros (in words: two hundred and fifty thousand euros), except for commercial obligations.

The Company's Board of Directors informs that owners of registered shares have the right to participate in the General Meeting if they are registered in the share book at least one week before the General Meeting is held. On the other hand, bearer shares give the right to participate in the General Meeting if they are deposited at the Company's headquarters in Wadowice, 1 Dr. Putka St., at least one week before the date of the General Meeting and are not taken back before its completion. In lieu of shares, certificates issued as proof of filing
with a notary public may be submitted. The certificate must list the number of shares and state that the shares will not be released before the completion of the General Meeting. The list of shareholders entitled to participate in the General Meeting will be displayed at the Company's headquarters, room 204, 3 business days before the General Meeting is held.

Shareholders may participate in the General Meeting in person or by proxy. The proxy must be in writing under pain of invalidity and will be attached to the minutes of the General Meeting.

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 attend the General Meeting will be able to register
and receive voting cards directly in the meeting room from 1300-1400.