Ciech S A : .PDF 18. Proposed amendment to Memorandum of Association of CIECH S.A.

Proposed amendment to the Articles of Association of CIECH S.A.

under Item 17 of the agenda of the Annual General Meeting of CIECH S.A.

to be held on 22 June 2021

1. throughout the text of the Statute CIECH S.A. shall be amended uniformly by dividing the editorial units into: "§", then into section numbered in the format "1.", then into alphabetical letters in the format "(a)", then into subsection in the format "1)".
2. introduction to the enumeration in § 7. sec. 1 of the Articles of Association of CIECH S.A., which reads:

"1. The share capital of the Company shall amount to PLN 263,500,965.00 (say: two hundred and sixty-three million five hundred thousand nine hundred and sixty-five) and shall be divided into 52,699,909 (say: fifty-two million six hundred ninety-nine thousand nine hundred and nine) shares with a face value of PLN 5 (five) each, including:"

shall hereafter read as follows:

"1.The share capital of the Company amounts to PLN 263,500,965.00 (say: two hundred and sixty- three million five hundred thousand nine hundred and sixty-five zlotys) and is divided into 52,699,909 (say: fifty-two million six hundred ninety-nine thousand nine hundred and nine) shares with a par value of PLN 5,00 (say: five zlotys) each, including:"

3. sec. 2 of § 7. of the Articles of Association of CIECH S.A. shall be renumbered as "sec.

5", and after the current sec. 1 new sec. 2-4 shall be added:

"2. The Company may issue registered and bearer shares. Bearer shares cannot be converted into registered shares.

1. The Company shares are transferable.
2. The Company may issue debt securities, including bonds, convertible bonds, bonds with priority right and subscription warrants."

4. § 7. sec. 5 (current sec. 2) of the Articles of Association of CIECH S.A., which reads:

"5. In compliance with the requirements resulting from art. 417 § 4 of the Commercial Companies Code, a significant change in the subject of the Company's business does not require redemption of shares"

shall hereafter read as follows:

"5. In compliance with the requirements resulting from art. 417 § 4 of the Commercial Companies Code, a significant change in the subject of the Company's business does not require buyout of shares."

5. after § 7. of the Articles of Association of CIECH S.A. new § 7a. shall be added:

• § 7a.

1. The Management Board is authorized to increase the share capital by an amount not higher than the PLN 197,625,720.00 (say: one hundred ninety seven million six hundred twenty five thousand seven hundred twenty zlotys) by way of one or more share capital increases within the limit specified above, by way of the issue of bearer shares (the "authorized capital").
2. The authorisation referred to in sec. 1 shall expire 3 years after the date of registration of the amendment to the Company's Articles of Association providing for this authorized capital in the register of entrepreneurs of the National Court Register.
3. The condition for the Management Board to increase the share capital within the authorized capital limit is obtaining the authorization of the Supervisory Board of the Company to make such an increase and adoption of an appropriate resolution by the Management Board.
4. The increase in share capital within the authorized capital limit may be carried out in order to allow the Company to obtain required financing for the merger and acquisition transactions of other business entities within its operating activity.
5. The Management Board is authorized to determine the detailed terms and conditions and the manner of conducting the subscription of shares issued due to the increase of the share capital within the authorized capital limit, and in the event a decision is made to issue shares within a closed or open subscription, in particular with regard to:
6. 1. determining the deadlines for the opening and closing of shares subscription,
   2. determining the manner and terms and conditions for making subscription for shares,
   3. making the allocation of shares, including the allocation of shares not taken-up as a result of the preemptive rights exercise.
7. A resolution of the Management Board on determining the issue price and on allocating shares issued within the authorized capital requires the authorization of the Supervisory Board. The issue price of shares issued within the authorized capital cannot be lower than the price determined in accordance with the provisions of art. 79 sec. 1-3 of the act dated 29 July 2005
   - on public offering, conditions governing the introduction of financial instruments to organized trading, and listed companies (Journal of Laws 2020, item. 2080) in wording binding on the day of registration in the register of entrepreneurs of the National Court Register regarding amendment of the Articles of Association of the Company introducing the authorized capital. The point of reference for determining the issue price of shares will be the day of adoption by the Management Board of a resolution on increasing the share capital within the authorized capital limits.
8. With the authorization of the Company's Supervisory Board, the Management Board is authorized to deprive shareholders of their preemptive right (in whole or in part) to shares issued within the share capital increase within the limits of the authorized capital.

8. When increasing the capital within the limit of the authorized capital, the Management Board may issue shares in exchange for cash or in-kind contributions.

9. The Management Board may not issue preference shares to shareholders taking up shares in connection with the increase of the share capital within the authorized capital nor may it grant them personal privileges referred to in art. 354 of the Commercial Companies Code.

1. The Management Board is authorized, within the increase of the share capital within the limit of the authorized capital, also to issue subscription warrants in accordance with art. 444 § 7 of the Commercial Companies Code, with the term of exercising the subscription right expiring not later than 3 years from the day of registration in the register of entrepreneurs of the National Court Register of the amendment to the Company's Articles of Association providing for this authorized capital. The provisions of sec. 6 and 7 apply accordingly to the issue of subscription warrants.
2. Unless the provisions of law or this paragraph provide otherwise, the Management Board is authorized to decide about all matters related to the increase of the share capital within the limits of the authorized capital (including related to the issue of subscription warrants), in particular the Management Board of the Company is authorized to:
3. 1. undertake all factual and legal actions aimed at admitting the shares to trading on the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A.
      (Warsaw Stock Exchange) or other appropriate stock exchange, including to take appropriate actions and submit all applications, documents or notifications to admit the shares to trading on the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) or other appropriate stock exchange,
   2. adopt resolutions and any other factual and legal actions concerning the dematerialization of shares and concluding agreements with the Krajowy Depozyt
      Papierów Wartościowych S.A. on the registration and dematerialization of shares.

6. § 11. of the Articles of Association of CIECH S.A., which reads:

"The reserve capital shall be formed from write-offs from the net profit for a given financial year, irrespective of the supplementary capital or by transferring amounts from other reserves or provisions with the allocation for the coverage of special losses or expenses of the Company. A decision on establishment of reserve capital and the value of write-offs for such capital shall be taken by the Shareholders' Meeting."

shall hereafter read as follows:

"The reserve capitals shall be formed from write-offs from the net profit for a given financial year or by transferring amounts from the supplementary capital or other reserves capitals with the allocation for the coverage of special losses or expenses of the Company. A decision on establishment and abolition of reserve capital and the value of write-offs for such capital shall be taken by the Shareholders' Meeting."

7. § 12. of the Articles of Association of CIECH S.A., which reads:

"The use of the supplementary capital and the reserve capital shall be determined by the General Meeting provided that a part of the supplementary capital, up to the value of one-third of the share capital may be used only to cover the loss demonstrated in the financial statement."

shall hereafter read as follows:

"The use of the supplementary capital and the reserve capitals shall be determined by the General Meeting (unless these Articles of Association or the provisions of the Commercial Companies Code confer competence on the Management Board or on the Supervisory Board), provided that a part of the supplementary capital, up to the value of one-third of the share capital may be used only to cover the loss demonstrated in the financial statement."

8. § 14. sec. 3-4 of the Articles of Association of CIECH S.A., which reads:

"3. The date on which the list of shareholders entitled to dividend for a given financial year is established shall be determined by a resolution of the Annual General Meeting The dividend shall be paid on the date specified in a resolution of the General Meeting. If a resolution of the General Meeting does not specify such a date, the dividend shall be paid on the date specified by the Supervisory Board."

4. The Management Board shall be entitled to pay the shareholders an advance payment on account of the foreseeable dividend at the end of the financial year, if the Company has sufficient funds for payment and if the approved financial statement of the Company for the previous financial year shows profit. The advance payment may constitute no more than half of the profit achieved since the end of the previous financial year, shown in the financial statement, audited by an expert auditor, increased by reserve capitals created from profit, which the Management Board may dispose of in order to pay the advance payment, and decreased by uncovered losses and own shares."

shall hereafter read as follows, whereby sec. 3 shall be divided into sec. 3 and sec. 4 and the existing sec. 4 shall be renumbered as "sec. 5":

"3. The date on which the list of shareholders entitled to dividend for a given financial year is established shall be determined by a resolution of the Annual General Meeting ("dividend day"). The dividend day shall fall not earlier than five days and not later than three months from the date of adoption of the resolution on profit distribution. If the resolution of the Annual General Meeting does not specify the dividend day, the dividend day shall be the day falling five days from the date of adoption of the resolution on profit distribution.

1. The dividend shall be paid on the date specified in the resolution of the General Meeting. If a resolution of the General Meeting does not specify such a day, the dividend shall be paid on the date specified by the Supervisory Board. The dividend payment date shall be set within three months from the dividend date. If that date is not specified, the dividend should be paid immediately after the dividend date.
2. The Management Board shall be entitled to pay the shareholders an advance payment on account of the foreseeable dividend at the end of the financial year, if the Company has sufficient funds for payment and if the approved financial statement of the Company for the previous financial year shows profit. The advance payment may constitute no more than half of the profit achieved since the end of the previous financial year, shown in the financial statement, audited by an expert auditor, increased by reserve capitals created from profit, which the Management Board may dispose of in order to pay the advance payment, and decreased by uncovered losses and own shares. Payment of the advance requires the consent of the Supervisory Board."

9. after sec. 1 of § 17. of the Articles of Association of CIECH S.A. new sec. 2 shall be added, whereby the current sec. 2-6 shall be renumbered as "sec. 3-7":

"2. The Shareholder's Meeting shall be held at the Company's registered office."

10. after sec. 7 (currently existing sec. 6) of § 17. of the Articles of Association of CIECH S.A. new sec. 8 and sec. 9 shall be added:

"8. The General Meeting may also be attended at the General Meeting by means of electronic communication, as decided by the person convening the given General Meeting. Participation in the General Meeting using means of electronic communication includes, in particular, two-wayreal-time communication of all persons participating in the General Meeting, as part of which they may express themselves during the course of the General Meeting from a location other than the General Meeting, and exercising their voting rights in person or by proxy before or during the General Meeting. The Supervisory Board shall determine in the form of regulations the detailed principles of participation in the General Meeting using means of electronic communication.

9. The Company provides real-time transmission of the General Meeting."

11. § 18. letter (f) (currently existing point 6)) of the Articles of Association of CIECH S.A., which reads:

"6) purchase, sale and lease of the Company's enterprise or an organized part thereof, as well as establishment of a limited property right thereon;"

shall hereafter read as follows:

"(f) sale and lease of the Company's enterprise or an organized part thereof, as well as establishment of a limited property right thereon,"

12. the existing wording of § 19. of the Articles of Association of CIECH S.A. shall be renumbered as "§ 19 sec. 1", and the sec. 2 is added thereafter:

"2. The General Meeting is valid and may adopt resolutions if at least 15% of the Company's share capital is represented during the General Meeting."

13. § 20. sec. 1-2 of Articles of Association of CIECH S.A., which reads:

"1. The Supervisory Board consists of five to nine members appointed by the General Meeting. The number of the Supervisory Board members shall be determined by the General Meeting by way of its resolution.