FORM

to exercise a voting right by the attorney

at the Annual General Meeting of CIECH S.A. on June 22, 2020

The use of this form shall not constitute an obligation of a shareholder and shall not constitute a condition for casting a vote by an Attorney. The use of this form depends on mutual arrangement and undertakings in this regard between the Attorney and the Shareholder. This document shall not substitute the document of the power of attorney. The Shareholder and the Attorney may use only some of the pages of this form, at their own discretion.

The form, after being filled in by the Shareholder granting the power of attorney, in the event of an open vote taking place at the General Meeting of Shareholders, may constitute a voting card of the Attorney, and in the event of a secret ballot, a filled-in form should be treated as a written instruction regarding the method of voting by the Attorney in such vote and should be retained by him.

Underneath, there are draft resolutions of the Annual General Meeting of CIECH S.A. Under each draft resolution, there is space for instructions regarding the method of vote issues by the Shareholder for the Attorney, as well space where the vote should be marked and possibly where objections should be raised in the event of voting against a given resolution in a specific vote. The casting of a vote and submission of possible objections takes place by means of marking a relevant field in the box with *. Moreover, if the Attorney casts a different vote from different shares within the package of shares he represents and one vote, he should enter, in the relevant fields, the relevant numbers of shares/votes which he dedicates to a given type of vote in a given ballot.

The Company notes that, in the event of use of this form by the Shareholder and Attorney, no verification shall be performed of the compliance of vote with the text of the instruction contained therein. The casting or non-casting of the vote by the Attorney shall be decisive, also in the event when certain conduct of the Attorney is in contradiction with the instruction.

Details of the Principal - Shareholder:

First name and last name/business name

……………………………………………………………………………………………………………………………….…..……

Address of residence/registered office

……………………………………………………………………………………………………………………………………....…

Personal identification number PESEL/Statistical number REGON

………………………………………………………………………………………………………………………………………….

Personal identification card number/number of entry in the National Court Register KRS

………………………………………………………………………………………………………………………………………....

I, the undersigned, ………………………………………………………………….. authorised to participate in the Annual

General Meeting of CIECH S.A. on June 22, 2021 (hereinafter: "the Meeting"), according to a certificate of the right to participate in the Meeting, issued by ………………………………………………… on …..................

2021, number ……………………………………..

Form to exercise a voting right by the Attorney at the Annual General Meeting of CIECH S.A. - 22.06.2021r.

represented by:

Details of the Attorney:

First name and last name/business name

……………………………………………………………………………………………………………………………….…..……

Address of residence/registered office

…………………………………………………………………………………………………………………………………………

Personal identification number PESEL/Statistical number REGON

………………………………………………………………………………………………………………………………………….

Personal identification card number/number of entry in the National Court Register KRS

………………………………………………………………………………………………………………………………………….

on the basis of this form, give an instruction for the Attorney to vote on each of the resolutions which are to be adopted according to the agenda indicated in the announcement of convening the Meeting.

The vote on individual resolutions shall take place by placement of X in the relevant box1.

………………………….……………………….

date and signature of the Shareholder

Resolutions to be taken during the Meeting:

1. Election of the Chairperson of the Annual General Meeting

Instruction regarding the vote on the resolution for the Attorney

RESOLUTION NO.

OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw

of 22 June 2021

on the election of the Chairperson of the Annual General Meeting

Pursuant to article 409 § 1 of the Commercial Companies Code, it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith appoints, as the Chairperson of the Meeting, Mr/Ms ……………………………………………………………… .

§ 2

This resolution shall come into force on the date of its adoption.

*

Votes "in favour":

number of shares ……………………….…….……

Votes "against":

number of shares ……………………….…….……

Votes "abstaining":

number of shares ……………………….…….……

In the event of votes "against", I submit my objection

YES

NO

Form to exercise a voting right by the Attorney at the Annual General Meeting of CIECH S.A. - 22.06.2021r.

Other instructions of the Principal: ………………………………………………………………………………………………………

.……………………………………………………………………………………………………………………………………………………………

…………………………………………………………………………………………………………………………………………………………….

…………………………………………………………………………………………………………………………………………………………….

----------------------------------------

1 In the event that different decision is taken regarding a vote from each of the shares held, the Principal shall be requested to indicate, in each box, the number of shares from which the Attorney will cast a vote "in favour", "against"; "abstaining". In the event that there is no indication what number of shares supports a given vote, the Attorney shall issue a vote from all shares in a manner agreed upon with the Principal.

2. Adoption of the agenda of the Annual General Meeting

Instruction regarding the vote on the resolution for the Attorney

RESOLUTION NO.

OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw

of 22 June 2021

on Adoption of the agenda of the Annual General Meeting

Pursuant to § 18 section 1 of the Rules and Regulations of the General Meeting of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith adopts the following agenda of the Annual General Meeting of Shareholders of CIECH S.A.:

  1. The opening of the Annual General Meeting of Shareholders.
  2. Election of the Chairperson of the Annual General Meeting of Shareholders.
  3. Determination that the Annual General Meeting of Shareholders was duly convened and is capable of adopting resolutions.
  4. Adoption of the agenda.
  5. Consideration of the Report of the Management Board on the activity of the CIECH Group and CIECH S.A. for 2020, together with the Non-Financial Report of the CIECH Group for 2020.
  6. Consideration of the Separate Financial Statements of CIECH S.A. for financial year 2020.
  7. Consideration of the Consolidated Financial Statements of the CIECH Group for financial year 2020.
  8. Consideration of the Report of the Supervisory Board of CIECH S.A. on the activity in financial year 2020, including a report on the results of evaluation of reports on the activity of the CIECH Group and CIECH S.A. for 2020, financial statements of CIECH S.A. and CIECH Group for 2020, taking into account the assessment of the internal control system and the system for the management of risks which are significant to the Company, as well as the proposal of the Management Board regarding the distribution of net profit of CIECH S.A. for 2020.
  9. Adoption of a resolution on the approval of the Report of the Management Board on the activities of the CIECH Group and CIECH S.A. for 2020, together with the Non-Financial Report of the CIECH Group for 2020.
  10. Adoption of a resolution on the approval of the Separate Financial Statements of CIECH S.A. for financial year 2020.
  11. Adoption of a resolution on the approval of the Consolidated Financial Statements of the CIECH Group for financial year 2020.

Form to exercise a voting right by the Attorney at the Annual General Meeting of CIECH S.A. - 22.06.2021r.

  1. Adoption of a resolution on the approval of the Report of the Supervisory Board of CIECH S.A. on the activity in financial year 2020, including a report on the results of evaluation of reports on the activity of the CIECH Group and CIECH S.A. for 2020, financial statements of CIECH S.A. and CIECH Group for financial year 2020, taking into account the assessment of the internal control system and the system for the management of risks which are significant to the Company, as well as the proposal of the Management Board regarding the distribution of net profit of CIECH S.A. for 2020.
  2. Adoption of a resolution on the distribution of net profit for financial year 2020.
  3. Adoption of a resolution on the granting to members of the Management Board of acknowledgement of the fulfilment of their duties in financial year 2020.
  4. Adoption of a resolution on the granting to members of the Supervisory Board of acknowledgement of the fulfilment of their duties in financial year 2020.
  5. Adoption of a resolution on the opinion of the Report of the Supervisory Board of CIECH S.A. on remunerations in 2019 and 2020.
  6. Adoption of a resolution on amendments to the Articles of Association of CIECH S.A.
  7. Adoption of a resolution on authorisation of the Supervisory Board of CIECH S.A. to adopt the uniform text of the Articles of Association of CIECH S.A.
  8. Adoption of a resolution on amending of the Regulations of the General Meeting.
  9. Closure of the General Meeting.

§ 2

This resolution shall come into force on the date of its adoption.

*

Votes "in favour":

number of shares ……………………….…….……

Votes "against":

number of shares ……………………….…….……

Votes "abstaining":

number of shares ……………………….…….……

In the event of votes "against", I submit my objection

YES

NO

Other instructions of the Principal: ……………………………………………………………………………………………………

.……………………………………………………………………………………………………………………………………………………………

…………………………………………………………………………………………………………………………………………………………….

…………………………………………………………………………………………………………………………………………………………….

3. Approval of the Report of the Management Board on the activity of CIECH Group and CIECH S.A. for 2020, together with the Non-Financial Report of the CIECH Group for 2020

Instruction regarding the vote on the resolution for the Attorney

RESOLUTION NO.

OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw

of 22 June 2021

on the Approval of the Report of the Management Board on the activity of the CIECH Group and CIECH S.A. for 2020, together with the Non-Financial Report of the CIECH Group for 2020

Form to exercise a voting right by the Attorney at the Annual General Meeting of CIECH S.A. - 22.06.2021r.

Pursuant to article 393 point 1) and article 395 § 2 point 1) & § 5 of the Commercial Companies Code, as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A., upon consideration of the Report of the Management Board on the activity of the CIECH Group and CIECH S.A. for 2020, together with the Non-Financial Report of the CIECH Group for 2020, herewith approves the Report of the Management Board on the activity of the CIECH Group and CIECH S.A. for 2020, together with the Non-Financial Report of the CIECH Group for 2020.

§ 2

This resolution shall come into force on the date of its adoption.

*

Votes "in favour":

number of shares ……………………….…….……

Votes "against":

number of shares ……………………….…….……

Votes "abstaining":

number of shares ……………………….…….……

In the event of votes "against", I submit my objection

YES

NO

Other instructions of the Principal: ……………………………………………………………………………………………………

.……………………………………………………………………………………………………………………………………………………………

…………………………………………………………………………………………………………………………………………………………….

…………………………………………………………………………………………………………………………………………………………….

4. Approval of the Separate Financial Statements of CIECH S.A. for financial year 2020

Instruction regarding the vote on the resolution for the Attorney

RESOLUTION NO.

OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw

of 21 May 2020

on the approval of the Separate Financial Statements of CIECH S.A. for financial year 2019

Pursuant to article 393 point 1) and article 395 § 2 point 1) of the Commercial Companies Code, as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A., upon consideration of the report of the independent statutory auditor - Deloitte Audyt Sp. z o.o. Sp. k. with its registered office in Warsaw - on the audit of the Separate Annual Financial Statements of CIECH S.A. for financial year 2020 and the evaluation of the Separate Financial Statements of CIECH S.A. for financial year 2020 presented by the Supervisory Board of CIECH S.A., herewith approves the Separate Financial Statements of CIECH S.A. for financial year 2020, including:

  1. statement on the financial situation drawn-up as of 31 December 2020 which, on the side of assets and liabilities shows an amount of PLN 4,357,634 thousand (in words: four billion three hundred and fifty-seven million six hundred and thirty-four thousand zlotys),

Form to exercise a voting right by the Attorney at the Annual General Meeting of CIECH S.A. - 22.06.2021r.

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Ciech SA published this content on 26 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2021 19:04:00 UTC.