Eurocash S A : General Assembly draft resolutions

Resolution No. 1

of the Ordinary Shareholders' Meeting

of Eurocash S.A.

of June 30, 2022

concerning the appointment of the Chairman of the Shareholders' Meeting

Pursuant to Art. 409 § 1 of the Commercial Companies Code and § 4 of the By-laws of Shareholders' Meeting of Eurocash S.A. the Shareholders' Meeting hereby appoints Mrs./Mr. [...] as Chairman of the Shareholders' Meeting.

Resolution No. 2

of the Ordinary Shareholders' Meeting

of Eurocash S.A.

of June 30, 2022

concerning the adoption of the Agenda of the Ordinary Shareholders' Meeting

The Shareholders' Meeting hereby adopts the agenda of the Ordinary Shareholders' Meeting, as announced in accordance with Art. 4021 of the Commercial Company's Code, which consists of:

1. Opening of the Ordinary Shareholders' Meeting;
2. Confirmation that the Ordinary Shareholders' Meeting was validly convened and is able to adopt resolutions;
3. Election of the Chairman of the Ordinary Shareholders' Meeting;
4. Making an attendance list;
5. Adoption of the agenda;
6. Evaluation of the Company's annual report for 2021, including the financial statement for 2021 and the Management Board's report on the Company's business activity in 2021;
7. Evaluation of the Company's Capital Group consolidated annual report for 2021, including the consolidated financial statement for 2021 and the Management Board's report on the business activity of Eurocash S.A. Capital Group in 2021;
8. Evaluation of the Supervisory Board report on its activity in 2021, including a concise information on the Company's standing;
9. Adoption of a resolution concerning the approval of the Company's annual report for 2021, including the financial statement for 2021 and the Management Board's report on the Company's business activity in 2021;
10. Adoption of a resolution concerning the approval of the Company's Capital Group consolidated annual report for 2021, including the consolidated financial statement for 2021 and the Management Board's report on the business activity of Eurocash S.A. Capital Group in 2021;
11. Adoption of a resolution concerning distribution of net profit for 2021;
12. Adoption of resolutions concerning the acknowledgement of the fulfillment of duties by individual Members of the Management Board in 2021;
13. Adoption of resolutions concerning the acknowledgement of the fulfillment of duties by individual Members of the Supervisory Board in 2021;
14. Adoption of resolution concerning the opinion on the Report on the remuneration of members of the Management Board and Supervisory Board of Eurocash S.A.;
15. Adoption of resolutions concerning amendments to the Remuneration Policy of Members of the Management Board and Supervisory Board of Eurocash S.A.

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1. Adoption of resolutions concerning appointment of Members of the Supervisory Board;
2. Adoption of resolution concerning the remuneration of the Members of the Supervisory Board;
3. Adoption of resolutions concerning the approval for the transfer of the organized part of enterprise to a dependent company;
4. Discussion related to exclusion of pre-emptive rights in respect to bonds with pre- emptive rights Series and shares Series N in connection with the planned introduction of 2022 Employees Incentive and Reward Scheme;
5. Adoption of resolutions concerning the 2022 Employees Incentive and Reward Scheme;
6. Closing of the Ordinary Shareholders' Meeting.

Resolution No. 3

of the Ordinary Shareholders' Meeting

of Eurocash S.A.

of June 30, 2022

concerning the approval of the Company's annual report including the financial statement for

2021 and the Management Board's report on the operations of the Company in 2021

Pursuant to Article 395 § 2 point 1 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. (the "Company"), based on the Company's annual report, the opinion presented by the expert auditor Ernst & Young Audyt Polska spółka z ograniczoną odpowiedzialnością sp. k. and according to the recommendation expressed in Resolution No. 1 of the Supervisory Board of June 2, 2021, the Ordinary Shareholders' Meeting of the Company hereby approves the Company's annual report, including:

1. the separate financial statements of the Company for 2021, consisting of: (i) general information, (ii) separate statement of financial position as at December 31, 2021 with a balance sheet total of PLN 6,670,551,766 (six billion six hundred seventy million five hundred fifty one thousand seven hundred and sixty six), (iii) the separate profit and loss account for the period from January 1 to December 31, 2021 and the separate statement of comprehensive income for the period from January 1 to December 31, 2021, showing the net profit of PLN 137,013,492, respectively (one hundred and thirty-seven million, thirteen thousand, four hundred and ninety-two) and profit in total income in the amount of PLN 168,312,853 (one hundred and sixty-eight million, three hundred and twelve thousand, eight hundred and fifty-three), (iv) separate statement of changes in equity in the period from January 1 through December 31, 2021 showing the date of December 31 In 2021, the amount of PLN 1,301,747,006 (one billion three hundred one million seven hundred forty seven thousand six) PLN,

(v) the separate statement of cash flows for the period from January 1 to December 31, 2021, showing a decrease in cash by the amount of PLN 1,347,221 ( one million, three hundred and forty-seven thousand, two hundred and twenty-one) , and (vi) additional information and explanatory notes; and

2. the Management Board's report on the operations of the Company in 2021.

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Resolution No. 4

of the Ordinary Shareholders' Meeting

of Eurocash S.A.

of June 30, 2022

concerning the approval of the Company's Capital Group consolidated annual report for 2021 including the consolidated financial statement for 2021 and the Management Board's report on the operations of the Eurocash S.A. Capital Group

Pursuant to Art. 395 § 5 of the Commercial Companies Code, Art. 55 and Art. 63 c Sec. 4 of the Accounting Law and § 16 Sec. 1 item 11 of the Statute of Eurocash S.A. (the "Company"), based on the Company's Capital Group consolidated annual report for 2021, the opinion presented by the expert auditor Ernst & Young Audyt Polska spółka z ograniczoną odpowiedzialnością sp. k. and according to the recommendation expressed in Resolution No. 1 of the Company's Supervisory Board of June 2, 2021, the Company's Ordinary Shareholders' Meeting hereby approves the Company's Capital Group consolidated annual report for 2021, including, in particular:

1. the consolidated financial statements of the Company's Capital Group for 2021, consisting of: (i) general information, (ii) the consolidated statement of financial position as at December 31, 2021, showing a balance sheet total of 8,487,298,751 (eight billion four hundred eighty seven million two hundred and ninety-eight thousand seven hundred and fifty-one) zlotys, (iii) the consolidated profit and loss account for the period from January 1 to December 31, 2021 and the consolidated statement of comprehensive income for the period from January 1 to December 31, 2021, showing, respectively, a net loss of 99,342,435 (ninety-nine million, three hundred and forty-two thousand, four hundred and thirty-five) PLN and a loss in total income of PLN 66,993,000 (sixty-six million, nine hundred and ninety-three million) PLN, (iv) the consolidated statement of changes in equity during the period from 1 January to 3 On December 1, 2021 showing the amount of PLN 786 596 177 (seven hundred eighty six million five hundred ninety six thousand one hundred seventy seven) as at December 31, 2021, (v) the consolidated cash flow statement for the period from January 1 to December 31, 2021, showing an increase in cash cash for the amount of PLN 3,098,902 (three million ninety-eight thousand nine hundred and two)., and (vi) supplementary information and notes; and

2. the Company's Management Board's report on the operations of the Company's Capital Group in 2021, including in particular a statement on the compliance with the corporate governance rules.

Resolution No. 5

of the Ordinary Shareholders' Meeting

of Eurocash S.A.

of June 30, 2022

concerning distribution of profit for 2021

Pursuant to Article 395 § 2 point 2 of the Commercial Companies Code and provisions of

• 16 Section 1 point 6 of the Statute of Eurocash S.A. (the "Company") and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of June 2, 2021, the Ordinary Shareholders' Meeting of Eurocash S.A. hereby resolves that the net profit for 2021

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amounting to PLN 137,013,492, respectively (one hundred and thirty-seven million, thirteen thousand, four hundred and ninety-two) shall be entirely transferred to the Company's reserve capital.

Resolution No. 6

of the Ordinary Shareholders' Meeting

of Eurocash S.A.

of June 30, 2022

concerning acknowledgement of the fulfillment of the President of Management Board's

duties performed by Mr. Luis Manuel Conceicao Pais do Amaral in 2021

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of June 2, 2021, the Ordinary Shareholders' Meeting of Eurocash S.A. hereby acknowledges Mr. Luis Manuel Conceicao Pais do Amaral's fulfillment of his President of Management Board's duties performed in 2021.

Resolution No. 7

of the Ordinary Shareholders' Meeting

of Eurocash S.A.

of June 30, 2022

concerning acknowledgement of the fulfillment of the Management Board member's duties

performed by Ms. Katarzyna Kopaczewska in 2021

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of June 2, 2021, the Ordinary Shareholders' Meeting hereby acknowledges Ms. Katarzyna Kopaczewska's fulfillment of her Management Board member's duties performed in 2021.

Resolution No. 8

of the Ordinary Shareholders' Meeting

of Eurocash S.A.

of June 30, 2022

concerning acknowledgement of the fulfillment of the Management Board member's duties

performed by Mr. Rui Amaral in 2021

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of June 2, 2021, the Ordinary Shareholders' Meeting hereby acknowledges Mr. Rui Amaral's fulfillment of his Management Board member's duties performed in 2021.

Resolution No. 9

of the Ordinary Shareholders' Meeting

of Eurocash S.A.

of June 30, 2022

concerning acknowledgement of the fulfillment of the Management Board member's duties

performed by Mr. Arnaldo Guerreiro in 2021

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Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of June 2, 2021, the Ordinary Shareholders' Meeting hereby acknowledges Mr. Arnaldo Guerreiro's fulfillment of his Management Board member's duties performed in 2021.

Resolution No. 10

of the Ordinary Shareholders' Meeting

of Eurocash S.A.

of June 30, 2022

concerning acknowledgement of the fulfillment of the Management Board member's duties

performed by Mr. Pedro Martinho in 2021

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of June 2, 2021, the Ordinary Shareholders' Meeting hereby acknowledges Mr. Pedro Martinho's fulfillment of his Management Board member's duties performed in 2021.

Resolution No. 11

of the Ordinary Shareholders' Meeting

of Eurocash S.A.

of June 30, 2022

concerning acknowledgement of the fulfillment of the Management Board member's duties

performed by Mr. Jacek Owczarek in 2021

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of June 2, 2021, the Ordinary Shareholders' Meeting hereby acknowledges Mr. Jacek Owczarek's fulfillment of his Management Board member's duties performed in 2021.

Resolution No. 12

of the Ordinary Shareholders' Meeting

of Eurocash S.A.

of June 30, 2022

concerning acknowledgement of the fulfillment of the Management Board member's duties

performed by Mr. Przemysław Ciaś in 2021

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of June 2, 2021, the Ordinary Shareholders' Meeting hereby acknowledges Mr. Przemysław Ciaś's fulfillment of his Management Board member's duties performed in 2021.

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