Ciech S A : .PDF 2.1 Resolutions No.2 and No. 7 of the Annual General Meeting of CIECH S.A.

RESOLUTION NO. 2

OF THE ANNUAL GENERAL MEETING OF CIECH S.A.

with its registered office in Warsaw

of …………………………………. 2021

on the adoption of the agenda of the Annual General Meeting

Pursuant to § 18 section 1 of the Rules and Regulations of the General Meeting of

Shareholders 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.

1. Adoption of a resolution on the approval of the Consolidated Financial Statements of the CIECH Group for financial year 2020.
2. 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.
3. Adoption of a resolution on the distribution of net profit for financial year 2020.
4. 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.
5. 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.
6. Adoption of a resolution on the opinion of the Report of the Supervisory Board of CIECH S.A. on remunerations in 2019 and 2020.
7. Adoption of resolutions on amendments to the Articles of Association regarding among others, granting the Management Board the authorisation to increase the share capital of the Company within the limits of its authorised capital, through the issue of shares of new series and the issue of subscription warrants, with the option of excluding the right of the existing shareholders to acquire the issued shares and warrants, in part or in full, as well as to apply for admission to trading on the regulated market and dematerialisation of shares issued as part of the issue of new series and to amend the Articles of Association in connection with the exercise of the rights arising from such authorisation."
8. 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.
9. Adoption of a resolution on amending of the Regulations of the General Meeting.
10. Closure of the General Meeting.

§ 2

This resolution shall come into force upon its adoption.

The number of shares from which valid votes have been cast:

Percentage share of those votes in the share capital:

Total number of valid votes:

Number of votes cast "in favour":

Number of votes cast "against":

Number of votes "abstaining":

This resolution will be adopted in an openballot

RESOLUTION NO. 7

OF THE ANNUAL GENERAL MEETING OF CIECH S.A.

with its registered office in Warsaw of …………………………………………….. 2021

on the distribution of net profit of CIECH S.A. for financial year 2020, transfer of the amount from the supplementary capital created from profit, which may be allocated to dividend distribution, in order to allocate it to dividend distribution, and the payment of dividends, the dividend date and the dividend payment date

Acting pursuant to article 348 § 1, 3-5 and article 395 § 2 point 2) of the Commercial Companies Code as well as § 18 point 2) of the Articles of Association of CIECH S.A., it is resolved as follows:

1. • 1
2. The Annual General Meeting of Shareholders of CIECH S.A., upon consideration the Management Board of CIECH S.A. proposal regarding distribution of net profit of CIECH S.A. for financial year 2020 the Supervisory Board of CIECH S.A. endorsement thereof, herewith resolves to consent to the:
3. 1. allocate net profit of CIECH S.A. for financial year 2020, amounting to PLN 155,287,361.59 (in words: one hundred and fifty-five million two hundred and eighty-seven thousand three hundred and sixty-one and 59/100 zlotys), in its entirety, to dividend distribution,
   2. transfer the amount of PLN 2,812,365.41 (in words: two million eight hundred and twelve thousand three hundred and sixty-five and 41/100 zlotys) from the supplementary capitals created from profit, which may be allocated to dividend distribution, in order to allocate it to such distribution of dividends, and
   3. pay out a dividend in the amount of PLN 158,099,727.00 (in words: one hundred and fifty eight million ninety-nine thousand seven hundred and twenty-seven and 00/100 zlotys), i.e. PLN 3.00 (in words: three and 00/100 zlotys) per share, from the net profit of the Company for 2020, increased by the amount indicated in point b., transferred from supplementary capitals created from profit, which may be used for dividend distribution.
4. 30 June 2021 shall be the dividend date, according to which the list of shareholders

eligible for dividend distribution shall be determined.

3. 8 July 2021 shall be the dividend payment date.

§ 2

This resolution shall come into force upon its adoption.

The number of shares from which valid votes have been cast:

Percentage share of those votes in the share capital:

Total number of valid votes:

Number of votes cast "in favour":

Number of votes cast "against":

Number of votes "abstaining":

This resolution will be adopted in an openballot.