Annual Shareholders' Meeting - June 27, 2025.

The following was published in MSiG 95/2025 (7249) of 19.05.2025 item.24756

The Board of Directors of ZPC SKAWA SA with its registered office in Wadowice, registered in the District Court for Krakow -Śródmieście in Krakow, XII Economic Department, under the KRS number 0000148701, convenes the Ordinary General Meeting of ZPC SKAWA SA for June 27, 2025 at 11:00 am at the Company's headquarters in Wadowice at Młyńska 66 Street - Narad Room, room 2/10a.

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:
    • a) report on the Company's activities for 2024
    • b) the Company's financial statements for 2024,
    • (c) a proposal on the distribution of net profit for the 2024 fiscal year.
  6. Presentation of the Supervisory Board's report on its activities in 2024.
  7. Presentation of the Company's business plan for 2025, including the investment plan.
  8. Adoption of a resolution on approval of the Board of Directors' report on the Company's activities in the 2024 fiscal year.
  9. Adoption of a resolution to approve the Company's financial statements for fiscal year 2024.
  10. Adoption of a resolution to approve the Supervisory Board's report for 2024.
  11. Adoption of a resolution to discharge the members of the Company's Board of Directors for the year 2024.
  12. Adoption of a resolution to grant members of the Company's Supervisory Board a discharge of their duties in 2024.
  13. Adoption of a resolution on the distribution of net profit for fiscal year 2024.
  14. Adoption of a resolution on the Company's annual business plan for 2025, including the investment program.
  15. Adoption of a resolution to amend the Company's Articles of Association.
  16. Adoption of a resolution on awards to members of the Supervisory Board.
  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:

Existing wording of § 6:
The object of the Company's activities 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;

Proposed amendments to § 6:
The objects of the Company are:

  1. PAC 10.72.Z - manufacture of rusks, cookies, preserved pastries 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.D - manufacture of other foodstuffs, excluding dietary supplements, meat substitutes, vegetable substitutes for eggs, dairy and other dairy products, not elsewhere classified;
  5. PAC 46.31.Z - wholesale of fruits and vegetables;
  6. PAC 46.33.Z - wholesale of milk, dairy products, eggs, edible oils and fats;
  7. PAC 46.34.B - wholesale of non-alcoholic beverages;
  8. PAC 46.36.Z - wholesale of sugar, chocolate and confectionery;
  9. PAC 46.37.Z - wholesale of tea, coffee, cocoa and spices;
  10. PAC 46.38.Z - wholesale of other food;
  11. PAC 46.87.Z - wholesale of waste and scrap metal;
  12. PAC 46.90.Z - non-specialized wholesale;
  13. PAC 47.11.Z - non-specialized retail sales with a predominance of food, beverages or tobacco products;
  14. PAC 47.12.Z - other non-specialized retail sales;
  15. PAC 47.24.Z - retail sale of bread, pastries, cakes and confectionery;
  16. PAC 47.27.Z - retail sale of other food;
  17. PAC 47.91.Z - intermediation in non-specialized retail sales;
  18. PAC 47.92.Z - intermediation in specialized retail sales;
  19. PKD 68.20.Z - rental and management of own or leased real estate;

The Company's Board of Directors informs that those entitled by shares who have the right to vote have the right to participate in the General Meeting if they have been entered in the Shareholders' Register 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, Młyńska 66 Street (Management Secretariat, room 2/12a) for three weekdays prior to the General Meeting, between 9:00 a.m. and 1:00 p.m. Materials covered by the agenda will be made available to shareholders upon request, on the terms and within the time limits specified in the Commercial Companies Code.

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 10:15 to 10:55 am.