Grupa Kety S A : Request for convening

PTE PZU SA Warsaw Management Board

ul. Jana Pawła II 24, 00-133 Warszawa tel [phone], fax [phone]

Warsaw, 18 October 2024

BZ/4629/2024/BKF/KF/S-004629-24/1/2024

The Management Board of Grupa KĘTY S.A. with its registered office in Kęty, ul. Kościuszki 111

32-650 Kęty

REQUEST FOR CONVENING AN EXTRAORDINARY GENERAL MEETING OF GRUPA KĘTY S.A. WITH ITS REGISTERED OFFICE IN KĘTY (COMPANY) AND INCLUDING CERTAIN ITEMS ON THE AGENDA OF THE MEETING

APPLICANT

Shareholder representing at least one twentieth of the share capital of the Company Grupa Kęty S.A., authorised under Article 400 § 1 of the Code of Commercial Companies, to request convening of the Extraordinary General Meeting of Shareholders of Grupa Kęty S.A.

Otwarty Fundusz Emerytalny PZU "Złota Jesień", entered in the Register of Pension Funds kept by the Regional Court in Warsaw, 7th Civil Registration Division, under the number RFE 6, managed and represented by Powszechne Towarzystwo Emerytalne PZU S.A. with its registered office in Warsaw, address: Rondo Ignacego Daszyńskiego 4, 00-843 Warszawa, entered in the Register of Entrepreneurs kept by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under the number KRS 0000040724, REGON [statistical ID]: 013273720, NIP [tax ID]: 5262260035

Rondo Ignacego Daszyńskiego 4

00-843 Warszawa

[e-mail]

which holds shares representing at least one twentieth of the share capital of the Company (deposit certificate attached)

represented by:

Andrzej Sołdek - President of the Management Board

Marian Kopa - Proxy

Andrzej Sołdek

Electronically signed by Andrzej Sołdek

Date: 2024.10.18

15:26:37 +02'00'

Powszechne Towarzystwo Emerytalne PZU Spółka Akcyjna, District Court for the Capital City of Warsaw, 12th Commercial Division, KRS [court ID] 40724, NIP [tax ID] 526-22-60-035, share capital: PLN 32,000,000 (paid up in full), al. Jana Pawła II 24, 00-133 Warszawa, pzu.pl, Hotline: [phone]

The contents of the request

Pursuant to Article 400 §1 of the Code of Commercial Companies, the Applicant requests that the Extraordinary General Meeting of Grupa KĘTY S.A. with its registered office in Kęty be convened on 18 November 2024 or at the earliest possible date in Warsaw and that the following matters be placed on the agenda of this Meeting:

1. Opening of the Extraordinary General Meeting.
2. Appointment of Chairman of the Extraordinary General Meeting.
3. Determination of the correct convening of the Extraordinary General Meeting and its capacity to pass resolutions.
4. Adoption of the agenda of the Extraordinary General Meeting.
5. Supplementation of the membership of the Supervisory Board.
6. Passing a resolution on covering the costs of convening and holding the Extraordinary General Meeting.
7. Closure of the General Meeting.

Statement of reason

The request to convene an extraordinary general meeting and place specific matters on the agenda of the Meeting is a corporate and statutory right of a shareholder representing at least one twentieth of the share capital.

The request to include on the agenda an item regarding supplementing the composition of the Supervisory Board results from the resignation of a member of the Supervisory Board on 8 October 2024 and from the competence of the General Meeting to appoint and dismiss members of the Supervisory Board of a public company and is aimed at strengthening ownership supervision by a minority shareholder.

Draft resolutions:

Ref. Item 2 of the Agenda:

RESOLUTION No. …/24

of the Extraordinary General Meeting of Grupy Kęty S.A. with its registered office in Kęty

of [...]

concerning: appointment of the Chairman of the Extraordinary General Meeting

§ 1

Pursuant to Article 409.1 of the Code of Commercial Companies, the Extraordinary General Meeting of Grupa KĘTY

S.A. with its registered office in Kęty appoints Mr/Ms	............... Chairman of the Extraordinary General Meeting.
	§ 2

1. The resolution has been passed in secret voting.
2. This Resolution comes into force upon its adoption.

Ref. Item 4 of the Agenda:

RESOLUTION No. …/24

of the Extraordinary General Meeting of Grupy Kęty S.A. with its registered office in Kęty

of [...]

concerning: adoption of the agenda of the Extraordinary General Meeting

§ 1

The Extraordinary General Meeting of Grupa KĘTY S.A. with its registered office in Kęty decides to adopt the following agenda of the Extraordinary General Meeting:

1. Opening of the Extraordinary General Meeting.

2. Appointment of Chairman of the Extraordinary General Meeting.

1. Determination of the correct convening of the Extraordinary General Meeting and its capacity to pass resolutions.
2. Adoption of the agenda of the Extraordinary General Meeting.
3. Supplementation of the membership of the Supervisory Board.
4. Passing a resolution on covering the costs of convening and holding the Extraordinary General Meeting.
5. Closure of the General Meeting.

§ 2

This Resolution comes into force upon its adoption.

Ref. Item 5 of the Agenda:

RESOLUTION No. …/24

of the Extraordinary General Meeting of Grupy Kęty S.A. with its registered office in Kęty

of [...]

concerning: recall of a Member of the Supervisory Board

§ 1

Acting pursuant Article 385.1 of the Code of Commercial Companies, the Extraordinary General Meeting of Grupa

KĘTY S.A. with its registered office in Kęty recalls Mr/Ms

from the membership of the Supervisory Board.

§ 2

1. The resolution has been passed in secret voting.
2. This Resolution comes into force upon its adoption.

RESOLUTION No. …/24

of the Extraordinary General Meeting of Grupy Kęty S.A. with its registered office in Kęty

of [...]

concerning: Appointment of a Member of the Supervisory Board

§ 1

Acting pursuant Article 385.1 of the Code of Commercial Companies, the Extraordinary General Meeting of Grupa

KĘTY S.A. with its registered office in Kęty appoints Mr/Ms	Member of the Supervisory Board.
	§ 2

1. The resolution has been passed in secret voting.
2. This Resolution comes into force upon its adoption.

Ref. Item 6 of the Agenda:

RESOLUTION No. …/24

of the Extraordinary General Meeting of Grupy Kęty S.A. with its registered office in Kęty

of [...]

concerning: covering the costs of convening and holding the Extraordinary General Meeting

Acting pursuant Article 400.4 of the Code of Commercial Companies, the Extraordinary General Meeting of Grupa KĘTY S.A. with its registered office in Kęty resolves as follows:

§ 1

The costs of convening and holding the Extraordinary General Meeting are covered by the Company.

	§ 2
This Resolution comes into force upon its adoption.
Signatures:
Andrzej Sołdek	Marian Kopa
President of the Management Board	Proxy
Andrzej Sołdek	Marian Kopa
Electronically signed by	Electronically signed by
Andrzej Sołdek	Marian Kopa
Date: 2024.10.18	Date: 2024.10.18
16:21:44 +02'00'	13:24:42 +02'00'