Grenevia S A : 12/2023 Notice of Annual General Meeting

GRENEVIA S.A.

Current Report No. 12/2023

POLISH FINANCIAL SUPERVISION AUTHORITY

Current Report No.

12

/

2023

Date:

May 29th 2023

Abbreviated issuer name:

GRENEVIA S.A.

Subject:

Notice of Annual General Meeting

Legal basis:

Art. 56.1.2 of the Public Offering Act - Current and periodic information

Text of the report:

The Management Board of GRENEVIA S.A. of Katowice (the "Company") hereby gives notice of the Company's Annual General Meeting to be held at ul. Armii Krajowej 51 in Katowice, Poland, at 12.30 pm on June 27th 2023.

Attached to this report is the full text of the notice of the Annual General Meeting, reasoned draft resolutions and documents to be considered by the Annual General Meeting.

All information and documents relating to the Annual General Meeting are available on the Company's website at https://grenevia.com/walne-zgromadzenia/.

Legal basis:

Par. 19.1.1 and 19.1.2 of the Minister of Finance's Regulation of March 29th 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state.

Appendices:

File:	Description
…	Notice of the Annual General Meeting of GRENEVIA S.A.
…	Draft resolutions of the AGM of GRENEVIA S.A.
…	Report on Remuneration of the Management and
Supervisory Boards of GRENEVIA S.A. for 2022
…	Independent auditor's report on assessment of the
Remuneration Report
…	Resolution of the Supervisory Board of GRENEVIA S.A. to
adopt the Remuneration Report
…	Report of the Supervisory Board of GRENEVIA S.A. on its
activities in 2022
…	Rules for attending the General Meeting of GRENEVIA S.A.
by means of remote communication

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Polish Financial Supervision Authority

GRENEVIA S.A.				Current Report No. 12/2023
GRENEVIA Spółka Akcyjna
			(full issuer name)
GRENEVIA S.A.				Electromechanical (ele)
(abbreviated issuer name)		(sector according to the WSE)
40-202				Katowice
	(postal code)			(city/town)
Al. Roździeńskiego		1a
	(street)			(number)
([phone]		([phone]
	(phone)				(fax)
[e-mail]		www.grenevia.com
	(email)				(www)
634-012-62-46			270641528
(Tax Identification Number − NIP)		(Industry Identification Number - REGON)
SIGNATURES OF AUTHORISED REPRESENTATIVES
Date		Full name		Position		Signature
May 29th 2023		Mirosław Bendzera		President of
		the Management Board
				Vice President of the
May 29th 2023		Beata Zawiszowska		Management Board, Chief
				Financial Officer

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Polish Financial Supervision Authority

Notice

of the Annual General Meeting of GRENEVIA S.A.

to be held at 12.30 pm on June 27th 2023

The Management Board of GRENEVIA S.A. of Katowice, with its registered office at Al. Roździeńskiego 1a, Katowice, Poland, entered in the business register maintained by the District Court for Katowice-Wschód in Katowice, 8th Commercial Division of the National Court Register, under No. KRS 0000048716, with a share capital of PLN 5,746,806.73, paid up in full, acting pursuant to Art. 399.1 and Art. 402(1) in conjunction with Art. 402(2) of the Commercial Companies Code, hereby convenes an Annual General

Meeting of the Company (the General Meeting) to be held at ul. Armii Krajowej 51, Katowice, Poland, at

12.30 pm on June 27th 2023, with the option for Shareholders to participate therein using electronic means of communication and with the following agenda:

1. Opening of the Annual General Meeting (AGM).
2. Appointment of the Chairperson.
3. Confirmation that the AGM has been properly convened and has the capacity to pass resolutions.
4. Appointment of the Ballot Counting Committee.
5. Presentation of the Directors' Report on the Company's and the Group's operations in the financial year 2022, the non-financial report of the Group for 2022, and the separate and consolidated financial statements for the financial year 2022.
6. Presentation of the Report of the Supervisory Board on its activities in the financial year 2022.
7. Consideration of the Company's separate financial statements for the financial year 2022 and voting on a resolution to receive them.
8. Consideration of the Directors' Report on the Company's and the Group's operations in 2022 and voting on a resolution to receive it.
9. Consideration of and voting on a resolution to allocate the net profit for the financial year 2022.
10. Consideration of the Group's consolidated financial statements for the financial year 2022 and voting on a resolution to receive them.
11. Voting on resolutions to grant discharge from liability to members of the Company's governing bodies for 2022.
12. Voting on a resolution to provide an opinion on the Supervisory Board's Report on remuneration of members of the Management and Supervisory Boards of GRENEVIA S.A. for 2022
13. Voting on resolutions to appoint Supervisory Board Members for another term of office.
14. Voting on a resolution to determine the remuneration of Supervisory Board members.
15. Closing of the AGM.

Grounds for the draft resolutions:

Item 2 of the agenda

The resolution is of a procedural nature; its adoption is required under the Commercial Companies Code.

Item 4 of the agenda

The resolution is of a procedural nature.

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Items 5, 6, 7, 8, 9 and 10 of the agenda

The General Meeting is required to adopt the resolutions under Art. 395 of the Commercial Companies Code.

Item 11 of the agenda

The General Meeting is required to adopt the resolutions under Art. 395 of the Commercial Companies Code.

Item 12 of the agenda

In accordance with Art. 90g.6 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005, the General Meeting of a company is required to pass a resolution to provide an opinion on the remuneration report. The resolution is of an advisory nature.

In connection with the preparation by the Supervisory Board of the Report on remuneration of members of the Management and Supervisory Boards of GRENEVIA S.A. for 2022, in light of the aforementioned statutory obligation, it is necessary for the General Meeting to pass a resolution to provide its opinion on the report.

Item 13 of the agenda

The General Meeting is required to adopt the resolutions under Art. 385 of the Commercial Companies Code.

Item 14 of the agenda

The General Meeting is required to adopt the resolutions under Art. 392 of the Commercial Companies Code.

Pursuant to Art. 402(2) of the Commercial Companies Code, the Company presents procedures governing attendance and exercise of voting rights at the Annual General Meeting:

1. The right to attend the General Meeting

Pursuant to Art. 406(1) of the Commercial Companies Code, only persons who were Company shareholders 16 days prior to the date of the General Meeting, i.e. as at June 11th 2023 (the record date), have the right to participate in the Meeting.

In order to attend the General Meeting of GRENEVIA S.A., a holder of rights carried by GRENEVIA book-entry bearer shares shall, no earlier than upon release of the notice of the General Meeting and no later than on the first weekday following the record date, request the entity maintaining the holder's securities accounts to issue a personal certificate confirming the holder's right to attend the General Meeting.

At the holder's request, the certificate should specify all or some of the shares registered in the holder's securities account.

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The Company recommends that shareholders collect certificates confirming their right to attend the General Meeting issued by the entity maintaining their securities accounts and carry them on the date of the General Meeting.

2. The right of a shareholder to request that certain items be placed on the agenda of the General Meeting

Pursuant to Art. 401.1 of the Commercial Companies Code, a shareholder or shareholders representing at least one-twentieth of the Company's share capital may request that certain items be placed on the agenda of the General Meeting. Such request shall be submitted to the Management Board at least twenty-one days prior to the scheduled date of the General Meeting. The request shall state a rationale or include a draft resolution regarding the proposed agenda item. The Management Board shall announce changes to the agenda made at the request of shareholders as soon as practicable, but in any case no later than eighteen days prior to the scheduled date of the General Meeting. Such changes shall be announced in the same manner as the notice of the General Meeting is announced. The request shall be submitted in writing at the

Company's registered office at Al. Roździeńskiego 1a, 40-202 Katowice, Poland, or emailed in electronic form (PDF file) to: [e-mail].

The request may be made using a correctly completed and duly signed form as available from the

Company's website at http://www.grenevia.com; if the request is submitted by email, the form and any appendices thereto shall be attached to the email message as PDF files. Different forms for shareholders who are natural persons and for shareholders other than natural persons are available from the Company's website.

A shareholder or shareholders requesting that a particular item be placed on the agenda shall enclose with their request relevant documents confirming their identity and their right to make the request, namely:

1. a depositary certificate for their shares or a certificate confirming the shareholder's right to attend the General Meeting issued by the entity maintaining the shareholder's securities account in accordance with the laws and regulations governing trade in financial instruments, stating that its holder is a shareholder in the Company and holds the required number of shares as at the request date;
2. where the shareholder is a natural person - a copy of his or her identity card, passport or other identity document;
3. where the shareholder is not a natural person - a valid copy of its entry in the relevant register or other document confirming the authority to represent the shareholder;
4. if the request is submitted through a proxy − a copy of the power of proxy signed by the shareholder or persons duly authorised to represent the shareholder, and a copy of the proxy's identity card, passport or other official identity document; if the proxy is not a natural person
   − a valid copy of its entry in the relevant register confirming the authority of a natural person
   (natural persons) to represent the proxy and a copy of the identity card or passport of the natural person (natural persons) duly authorised to represent the proxy.

The obligation to enclose the documents specified above shall apply regardless of whether the request is made in writing or in electronic form. The documents shall be delivered in the same form as the request (i.e. as printed copies or scanned copies saved as PDF files). The Company may take

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