Annual General Meeting of Shareholders - August 25, 2022.

The following was published in MSiG No. 145 item 39993 of July 28, 2022.

The Management Board of ZPC "SKAWA" S.A. with its seat in Wadowice, registered in the District Court for Kraków-Centre in Kraków, XII Economic Department, under KRS number 0000148701, convenes the Ordinary General Meeting of ZPC "SKAWA" S.A. for August 25, 2022 at 10 a.m . 00 in Wadowice at 1 Dr. Józef Putka Street,
the building of the former office building of ZPC SKAWA S.A. -conference room, 2nd floor.

Agenda:

  1. Opening of the session of the Annual General Meeting.
  2. Election of the Chairman of the Annual General Meeting.
  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 2021,
  2. Company's financial statements for 2021,
  3. Proposal on the distribution of net profit for the 2021 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 2021 fiscal year and the financial statements for the 2021 fiscal year.
  2. Presentation of the Company's business plan for 2022, including the investment plan.
  3. Adoption of a resolution to approve the Board of Directors' report on the Company's activities in the 2021 fiscal year.
  4. Adoption of a resolution to approve the Company's financial statements for fiscal year 2021.
  5. Adoption of a resolution to grant members of the Company's Board of Directors a discharge of their duties in 2021.
  6. Adoption of a resolution to grant members of the Company's Supervisory Board a discharge of their duties in 2021.
  7. Adoption of a resolution on the distribution of net profit for fiscal year 2021.
  8. Adoption of a resolution on the Company's annual business plan for 2022, including the investment program.
  9. Adoption of a resolution to amend the Company's Articles of Association.
  10. Adoption of a resolution on awards for 2021 for members of the Supervisory Board.
  11. Adoption of a resolution on determining the number of members of the Supervisory Board of ZPC SKAWA S.A. for a new term.
  12. Election of Supervisory Board members.
  13. Adoption of a resolution on the appointment of members of the Supervisory Board of ZPC SKAWA S.A. for a new term.
  14. Adoption of a resolution on the remuneration of members of the Supervisory Board.
  15. Presentation of the essential elements of the merger plan, the auditor's opinion on the audit of the merger plan and the report of the Company's Board of Directors justifying the merger.
  16. Adoption of a resolution on the merger of ZPC SKAWA S.A. and Skawa-Bis Sp. z o.o.
  17. 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 content of the proposed amendments to the Statute:

The existing content of § 9:

Series B and C shares, which were covered with cash, totaling 135,000 /one hundred and thirty-five thousand/ and series D shares, also covered with cash, totaling 81,000 (eighty-one thousand) are bearer shares, the remaining 125,000 (one hundred and twenty-five thousand) series A shares, which were covered with non-cash contributions, are registered shares.

proposed content of § 9:

Series B, C and D shares, which were covered with cash in a total of 216,000 (two hundred and sixteen thousand), are registered shares; Series A shares of 125,000 (one hundred and twenty-five thousand), which were covered with non-cash contributions, are registered shares.

The existing content of § 10:

Shares may be registered or bearer.

proposed content of § 10:

The Company's shares are registered shares and cannot be converted into bearer shares.

The existing content of § 13:

Shares may be redeemed only with the shareholder's consent by way of purchase by the Company. Redemption of shares requires a resolution of the General Meeting adopted by a majority of ¾ of the votes cast. Redemption shall be effected against payment
of the value of net assets attributable to the redeemed shares, as shown in the financial statements for the last fiscal year.

proposed content of § 13:

  1. Shares are transferable, with the proviso that - the sale, pledge or assignment of shares - requires the approval of the Supervisory Board in writing under pain of nullity.
  2. A shareholder intending to dispose of shares shall submit a written application to the Company, indicating the person to whom the disposal is to be made and specifying the number of shares and the selling price per share and the date of payment.
  3. In the event that the Supervisory Board refuses to consent to the disposal of shares, the Company shall, within no more than 2 (in words: two) months from receipt of the request, designate in writing to the shareholder who submitted the request a person who will acquire the shares to which the request relates. The acquisition of the shares by the person designated by the Company shall be made on the terms and conditions, including the price of the shares and the date of payment thereof, specified in the application for the Company's approval of the disposal.
  4. If a pledge or usufruct is established on a share, the pledgee or usufructuary may exercise voting rights only with the consent of the Supervisory Board.

draft content of added § 131:

  1. Shares may be redeemed either with the shareholder's consent through acquisition by the Company (voluntary redemption) or without shareholder consent (compulsory redemption).
  2. Redemption of shares requires a resolution of the General Meeting adopted by a majority of ¾ of the votes cast. Voluntary redemption may take place with or without consideration. Compulsory redemption shall take place against remuneration, which may not be lower than the value of the net assets per share, as shown in the financial statements for the last fiscal year, less the amount to be distributed to shareholders.
  3. Compulsory redemption may occur when:

a) enforcement has been initiated against the shareholder's shares in order to satisfy the Company's claims that cannot otherwise be satisfied from the shareholder's assets;

(b) the shareholder has become incapacitated.

draft content of added § 132:

  1. Shares can be inherited.
  2. In the event of the death of a shareholder, the joint heirs of the shares shall appoint a joint representative. In the absence of the establishment of a common representative, shareholders cannot exercise their shareholding rights in the Company.

The existing content of § 14 item 3:

Dividends are paid by the Company, without the intermediation of the shareholder registrar.

The proposed content of § 14.3:

The company performs the company's monetary obligations to shareholders from their rights on shares without the intermediation of the shareholder registrar.

The existing content of § 19.1(c):

A meeting is valid when 51% of the share capital is represented at it.

Draft § 19.1(c):

A meeting is valid when 30% of the share capital is represented at it.

The existing content of § 22 item 1:

The Supervisory Board consists of 5-8 members. The number of members of the Supervisory Board is decided by resolution of the General Meeting.

The proposed content of § 22 item 1:

The Supervisory Board consists of 3-8 members. The number of members of the Supervisory Board is decided by resolution of the General Meeting.

The Company's Board of Directors informs that those entitled to voting shares have the right to attend the General Meeting if they are entered in the register of shareholders at least one week prior to the General Meeting.

The list of shareholders entitled to participate in the General Meeting will be displayed at the Company's headquarters in Wadowice, 66 Mlynska Street, Plant Building No. 4, Room 2/12 a, 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, from 9:30 to 9:55 am.