Philip Morris : Announcement Results from AGM 2024

ANNOUNCEMENT OF THE RESULTS

OF THE ORDINARY GENERAL MEETING

of

Philip Morris ČR a.s.,

whose registered office is at Kutná Hora, Vítězná 1, Postal Code: 284 03,

identification number: 14803534,

registered in the Commercial Register maintained by the Municipal Court

in Prague, Section B, File 627

(the "Company"),

held

at the registered office

of the Company in

Kutná Hora, Vítězná 1, Postal Code: 284 03,

at 10 am on 30 April 2024

(the "General Meeting")

Note: The English version of this document is published for informational purposes only. The authoritative version of this document is the version published in the Czech language.

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1. Point 2 of the agenda of the General Meeting - Election of the Chairperson of the General Meeting, Minutes Clerk, Minutes Verifiers and Scrutineers, and approval of the Rules of Procedure and Voting Rules Applicable to Proceedings at the General Meeting:

1 . 1 T h e G e n e r a l M e e t i n g e l e c t e d Mr Martin Hájek as Chairperson of the General Meeting, Ms Zuzana Dušková as Minutes Clerk of the General Meeting, Mr Milan Vácha and Ms Beata Pöthe as Minutes Verifiers of the General Meeting and the following persons as Scrutineers of the General Meeting:

1. Petr Brant;
2. Ing. Martin Hlaváček.

2 143 946 valid votes (connected with 2 143 946 shares of the company), were cast, which represents 78,09% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights due to the fact that these shares were held by legal entities that are obliged to register the beneficial owner according to Act No. 37/2021 Coll., on Register of Beneficial Owners, and that had no beneficial owner registered according to the above Act as of the date of the General Meeting (the "shares with which it was not possible to exercise voting rights").

Election of Chairperson of the General Meeting, Minutes Clerk of the General Meeting, Minutes Verifiers of the General Meeting and Scrutineers of the General Meeting

	Number of	% of votes present at the
	votes	General Meeting
FOR	2 143 262	99,932998
AGAINST	20	0,000933
ABSTAINED	664	0,030960
Non-participating and invalid votes	753	0,035110

1 . 2 The General Meeting approved the Rules of Procedure and Voting Rules of the General Meeting as proposed by the Board of Directors and published on the website h t t p : / / w w w . p h i l i p m o r r i s . c z on 27 March 2024.

2 143 946 valid votes (connected with 2 143 946 shares of the company), were cast, which represents 78,09% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights .

Approval of the Rules of Procedure and Voting Rules
	Number of	% of votes present at the
	votes	General Meeting
FOR	2 143 262	99,932998
AGAINST	684	0,031893
ABSTAINED	0	0,000000
Non-participating and invalid votes	753	0,035110

2. Point 3 and 5 of the agenda of the General Meeting - Proposal for the approval of the Report of the Board of Directors on the Business Activities of the Company, the Report on Relations between the Controlling Entity and the Controlled Entity

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and between the Controlled Entity and Entities Controlled by the Same Controlling Entity, the Report on Corporate Governance of the Company and the Summary Explanatory Report concerning certain matters mentioned in the 20 23 Annual Financial Report of the Company, the proposal for the approval of the 2023 ordinary financial statements and the 2023 ordinary consolidated financial statements, and the proposal for the distribution of profit for the year 2023 and a part of the retained earnings from prior years, including an indication of the amount of profit shares:

The General Meeting adopted the following resolutions:

"The Report of the Board of Directors on the Business Activities of the Company is hereby approved in the wording submitted by the Company's Board of Directors in the form of its publication on the Company's website http://www.philipmorris.cz, in the section titled "For shareholders"."

"The ordinary financial statements of the Company for the 2023 calendar year accounting period are hereby approved in the wording submitted by the Company's Board of Directors in the form of their publication on the Company 's website http://www.philipmorris.cz, in the section titled "For shareholders", as part of the Annual Financial Report."

"The ordinary consolidated financial statements of the Company for the 202 3 calendar year accounting period are hereby approved in the wording submitted b y the Company's Board of Directors in the form of their publication on the Company 's website http://www.philipmorris.cz, in the section titled "For shareholders", as part of the Annual Financial Report."

"The following distribution of the profit for the year 2023 and a part of the retained earnings from prior years is approved:

"The Company's after-tax profit for the 2023 calendar year accounting period in the amount of CZK 3,338,998,541.13 and a part of the retained earnings of the Company from prior years in the amount of CZK 10,372,378.87, i.e. in aggregate CZK 3,349,370,920.00 will be paid to the Company's shareholders as profit shares. The retained earnings of the Company from prior years in the amount of CZK 27,309,388.18 will remain undistributed. A gross profit share in the amount of CZK 1,220 will thus apply to each share of the Company with a nominal value of CZK 1,000, with the total number of these shares being 2,745,386. The date decisive for exercising profit share rights is 10 May 2024, i.e. the profit shares will be paid to shareholders who will hold shares of the Company as at 10 May 2024.

Shareholders will be paid their profit shares through Česká spořitelna, a.s., a company whose registered office is in Prague 4, Olbrachtova 1929/62, postcode: 140 00, identification number: 452 44 782, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. 1171.

Shareholders will be invited to send their settlement data and other supporting documents to Česká spořitelna, a.s. for the purpose of payment of their profit shares via the "Notification of the Payment of Proceeds from Securities", which will be published on 14 May 2024 in a manner allowing for remote access on the Company's website http://www.philipmorris.cz, in the section titled "For

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shareholders", and which will further stipulate more detailed instr uctions necessary for the payment of the profit shares.

Profit shares will be paid to the shareholders who are individuals during the set payment period only by wireless money transfer to the shareholders' bank accounts specified in the list of shareholders maintained by the Company, or in the register of book-enteredsecurities in the case of book -enteredshares, after the shareholders submit all the necessary documents. If the relevant bank account number is not entered in the list of shareholders or in the register of book-entered securities (or the number is not up-to-date), the relevant profit share will be paid to the bank account which the shareholder notifies to the Company through Česká spořitelna, a.s. for this purpose.

Shareholders who are individuals with a tax domicile in the Czech Republic and a bank account maintained with a bank in the Czech Republic that provides its clients with electronic identity verification in the form of a bank identity, the "Bank iD", may also be paid their profit shares on the basis of a request by the relevant shareholder submitted via the web application of Česká spořitelna, a.s. on the website www.vyplatadividend.czusing identity verification in the form of the Bank iD.

The method of payment of profit shares via the Bank iD referred to in the preceding paragraph above may also be used, for shareholders who are individuals with a tax domicile of the Czech Republic and a bank account maintained with a bank in the Czech Republic, for the payment of unclaimed (uncollected) or unpaid profit shares from previous years, provided that the entitlement to payment of such profit shares for previous years still exists, has not been time-barred or has not ceased to exist for any other reason. For the avoidance of doubt, it is stated that the payment of such profit shares in the aforementioned manner may be requested from 17 June 2024 (i.e. from the beginning of the payment period set out below).

Profit shares will be paid to the shareholders who are individuals after the shareholders submit all the necessary documents, including a declaration by the beneficial (ultimate) owner of the income and, if a shareholder who is a tax resident of a country other than the Czech Republic requests the application of a special withholding tax rate, also after the shareholder submits a certificate of tax domicile.

The maturity date of the profit shares is set at 17 June 2024. The payment period will last from 17 June 2024 to 31 March 2025. The "Notifications of the Payment of Proceeds from Securities" and information on the required documents will be published on the Company's website http://www.philipmorris.cz, in the section titled "For Shareholders", and will also be provided by Česká spořitelna, a.s.

Shareholders who are legal entities will also be paid profit shares through Česká spořitelna, a.s. in accordance with the defined rules.

Profit shares will be paid to the shareholders who are legal entities only by wireless money transfer to the shareholders' bank accounts specified in the list of shareholders maintained by the Company, or in the register of book -enteredsecurities in the case of book-enteredshares. If the relevant bank account number is not entered in the list of shareholders or in the register of book -entered securities (or the number is not up -to-date), the relevant profit share will be paid to the bank account which the shareholder notifies to the Company through Česká spořitelna, a.s. for this purpose. Shareholders who are legal entities (or legal

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arrangements) will only be paid their profit shares after the shareholders fulfil the statutory conditions for the payment of profit shares (including the registration of the beneficial owner of each particular shareholder who is a legal entity (or legal arrangement) in the Register of Beneficial Owners (hereinafter referred to as the "Czech Beneficial Owner Register") in accordance with Section 53 (2) of the Act on Register of Beneficial Owners, if the shareholder is obliged to arrange for the registration of the beneficial owner or if the provisions of the above Act and the obligation to register the beneficial owner in the Czech Beneficial Owner Register applies to the shareholder), as well as after supplying all other required supporting documents, and, if a shareholder who is a tax resident of a country other than the Czech Republic requests the application of a special withhol ding tax rate, also after the shareholder submits a certificate of tax domicile.

Česká spořitelna, a.s. will be checking the registrations of beneficial owners in the Czech Beneficial Owner Register, and shareholders who have no beneficial owner registered as at the date of payment of profit shares by Česká spořitelna, a.s. will not be paid their profit shares. If a profit share is not paid to the relevant shareholder (legal arrangement) due to the absence of registration of its beneficial owner in the Czech Beneficial Owner Register by 31 December 2024, the right to that profit share will cease to exist (Sections 53 (2) and (3) of the Act on Register of Beneficial Owners).

A shareholder claiming a profit share or its payment within a payment period after 31 December 2024 must demonstrate and prove that its right to a profit share has not ceased to exist due to the absence of registration of its beneficial owner in the Czech Beneficial Owner Register by 31 December 2024. Otherwise, the profit share will not be paid to that shareholder due to the fact that the shareholder's right to that payment has ceased to exist.

Contact persons at Česká spořitelna, a.s.:

Department A332_01 Management of Financial Markets Products Naděžda Šmídová

E-mail: [e-mail] Milan Williams

E-mail: [e-mail]

Contact telephone: [phone]

Contact address for delivery of documents for payments: Česká spořitelna, a.s.

Department A332_01 Management of Financial Markets Products Budějovická 1518/13b

140 00 Prague 4"

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2 154 169 valid votes (connected with 2 154 169 shares of the company), were cast, which represents 78,47% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights .

Approval of the Report of the Board of Directors on the Company's business

activities
	Number of	% of votes present at the
	votes	General Meeting
FOR	2 153 405	99,955486
AGAINST	718	0,033328
ABSTAINED	46	0,002135
Non-participating and invalid votes	195	0,009051

2 154 169 valid votes (connected with 2 154 169 shares of the company), were cast, which represents 78,47% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights .

Approval of the 2023 ordinary financial statements
	Number of	% of votes present at the
	votes	General Meeting
FOR	2 154 149	99,990020
AGAINST	20	0,000928
ABSTAINED	0	0,000000
Non-participating and invalid votes	195	0,009051

2 154 123 valid votes (connected with 2 154 123 shares of the company), were cast, which represents 78,46% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights .

Approval of the 2023 ordinary consolidated financial statements

	Number of	% of votes present at the
	votes	General Meeting
FOR	2 153 485	99,959199
AGAINST	20	0,000928
ABSTAINED	618	0,028686
Non-participating and invalid votes	241	0,011187

2 153 551 valid votes (connected with 2 153 551 shares of the company), were cast, which represents 78,44% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights.

Approval of the proposal for the distribution of profit for 2023 and a part of the retained earnings from prior years, including the amount of profit shares

	Number of	% of votes present at the
	votes	General Meeting
FOR	2 153 477	99,958828
AGAINST	74	0,003435
ABSTAINED	0	0,000000
Non-participating and invalid votes	813	0,037737
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3 .	Point 6 of the agenda of the General Meeting - Proposal for the approval of the
	2023 Remuneration Report
	T h e G e n e r a l M e e t i n g a d o p t e d t h e f o l l o w i n g r e s o l u t i o n c o n c e r n i n g t h e
	2 0 2 3 R e m u n e r a t i o n R e p o r t p r o p o s e d b y t h e B o a r d o f D i r e c t o r s :
	"The 2023 Remuneration Report is hereby approved in the wording submitted by the
	Board of Directors of the Company, which forms Schedule 3 to the Invitation to the
	General Meeting."
	2 152 927 valid votes (connected with 2 152 927 shares of the company), were cast,
	which represents 78,42% of the registered capital of the Company reduced by the
	shares with which it was not possible to exercise voting rights .
	Approval of the 2023 Remuneration Report:
		Number of	% of votes present at the
		votes	General Meeting
	FOR	2 140 739	99,367563
	AGAINST	12 134	0,563229
	ABSTAINED	54	0,002507
	Non-participating and invalid votes	1 437	0,066702
4 .	Point 7 of the agenda of the General Meeting - Proposal for the approval of the
	Remuneration Policy

T h e G e n e r a l M e e t i n g a d o p t e d t h e f o l l o w i n g r e s o l u t i o n c o n c e r n i n g t h e R e m u n e r a t i o n P o l i c y p r o p o s e d b y t h e B o a r d o f D i r e c t o r s :

"The Remuneration Policy of the Company is hereby approved in the wording submitted by the Board of Directors of the Company, which forms Schedule 4 to the Invitation to the General Meeting."

2 153 098 valid votes (connected with 2 153 098 shares of the company), were cast, which represents 78,43% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights.

Approval of the Remuneration Policy:
	Number of	% of votes present at the
	votes	General Meeting
FOR	2 141 098	99,384227
AGAINST	11 934	0,553945
ABSTAINED	66	0,003064
Non-participating and invalid votes	1 266	0,058764

5.Point 8 of the agenda of the General Meeting - Election of Ms. Eugenia Panato and Mr. Tamás Szabados as members of the Board of Directors, Ms. Tamara Milovanovic, Ms. Alena Zemplinerová and Ms. Stanislava Juríková as members of the Supervisory Board, and approval of the Agreements on the Performance of the Office of Members of the Board of Directors and Supervisory Board

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5 . 1 T h e G e n e r a l M e e t i n g a d o p t e d t h e f o l l o w i n g r e s o l u t i o n e l e c t i o n t h e f o l l o w i n g p e r s o n s a s m e m b e r s o f t h e B o a r d o f t h e C o m p a n y :

r e g a r d i n g t h e o f D i r e c t o r s

"Ms. Eugenia Panato, born on 7 November 1979, residing at Via Po No. 116, Rome, Italy, is elected as a member of the Board of Directors of the Company ."

2 153 018 valid votes (connected with 2 153 018 shares of the company), were cast, which represents 78,42% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights .

Election of Ms. Eugenia Panato as member of the Board of Directors

	Number of	% of votes present at the
	votes	General Meeting
FOR	2 152 323	99,905262
AGAINST	693	0,032167
ABSTAINED	2	0,000093
Non-participating and invalid votes	1 346	0,062478

"Mr. Tamás Szabados, born on 28 March 1971, residing at H-2111 Szada, Földvár str. 1, Hungary, is elected as a member of the Board of Directors of the Company ."

2 153 018 valid votes (connected with 2 153 018 shares of the company), were cast, which represents 78,42% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights .

Election of Mr. T a m á s S z a b a d o s as member of the Board of Directors

	Number of	% of votes present at the
	votes	General Meeting
FOR	2 152 755	99,925314
AGAINST	227	0,010537
ABSTAINED	36	0,001671
Non-participating and invalid votes	1 346	0,062478

5 . 2 T h e G e n e r a l A g r e e m e n t s D i r e c t o r s :

M e e t i n g a d o p t e d t h e o n t h e P e r f o r m a n c e o f

f o l l o w i n g r e s o l u t i o n r e g a r d i n g t h e O f f i c e o f M e m b e r s o f t h e B o a r d o f

"The Agreement on the Performance of the Office of a Member of the Board of Directors concluded on 26 March 2024 between Philip Morris ČR a.s. and a member of the Board of Directors of Philip Morris ČR a.s., M s. Eugenia Panato, is hereby approved in the wording submitted by the Board of Directors of the Company in the form of its publication on the Company 's website http://www.philipmorris.cz, in the section titled "For shareholders"."

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2 153 013 valid votes (connected with 2 153 013 shares of the company), were cast, which represents 78,42% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights .

Approval of the A g r e e m e n t o n t h e	P e r f o r m a n c e o f	O f f i c e o f a M e m b e r o f
t h e B o a r d o f D i r e c t o r s c o n c l u d e d w i t h M s . E u g e n i a P a n a t o
	Number of	% of votes present at the
	votes	General Meeting
FOR	2 152 889	99,931534
AGAINST	121	0,005617
ABSTAINED	3	0,000139
Non-participating and invalid votes	1 351	0,062710

"The Agreement on the Performance of the Office of a Member of the Board of Directors concluded on 26 March 2024 between Philip Morris ČR a.s. and a member of the Board of Directors of Philip Morris ČR a.s., Mr. Tamás Szabados, is hereby approved in the wording submitted by the Board of Directors of the Company in the form of its publication on the Company 's website http://www.philipmorris.cz, in the section titled "For shareholders"."

2 153 013 valid votes (connected with 2 153 013 shares of the company), were cast, which represents 78,42% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights .

Approval of the A g r e e m e n t o n t h e	P e r f o r m a n c e o f	O f f i c e o f a M e m b e r o f
t h e B o a r d o f D i r e c t o r s c o n c l u d e d w i t h M r . T a m á s S z a b a d o s
	Number of	% of votes present at the
	votes	General Meeting
FOR	2 151 976	99,889155
AGAINST	1 001	0,046464
ABSTAINED	36	0,001671
Non-participating and invalid votes	1 351	0,062710

5 . 3 T h e G e n e r a l M e e t i n g a d o p t e d t h e f o l l o w i n g r e s o l u t i o n r e g a r d i n g t h e e l e c t i o n t h e f o l l o w i n g p e r s o n s a s m e m b e r s o f t h e S u p e r v i s o r y B o a r d o f t h e C o m p a n y :

"Ms. Tamara Milovanovic, born on 2 November 1980, residing at Gospodar - Jevremova 17, Belgrade, Serbia, is elected as a member of the Supervisory Board of the Company."

2 153 098 valid votes (connected with 2 153 098 shares of the company), were cast, which represents 78,43% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights.

Election of Ms. Tamara Milovanovic as member of the Supervisory Board

Number of % of votes present at the

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	votes	General Meeting
FOR	2 137 824	99,232256
AGAINST	15 221	0,706519
ABSTAINED	53	0,002460
Non-participating and invalid votes	1 266	0,058764

"Ms. Alena Zemplinerová, born on 9 October 1952, residing at Romana Blahníka 801, Zbraslav, 156 00 Prague 5, Czech Republic, is elected as a member of the Supervisory Board of the Company, effective as of the date following the expiry of her current term of office as a member of the Supervisory Board, i.e. as of 23 May 2024."

2 153 098 valid votes (connected with 2 153 098 shares of the company), were cast, which represents 78,43% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights .

Election of Ms. Alena Zemplinerová as member of the Supervisory Board

	Number of	% of votes present at the
	votes	General Meeting
FOR	2 136 976	99,192894
AGAINST	16 122	0,748342
ABSTAINED	0	0,000000
Non-participating and invalid votes	1 266	0,058764

"Ms. Stanislava Juríková, born on 12 December 1973, residing at Vlnitá 438/18, Braník, 147 00 Prague 4, Czech Republic, is elected as a member of the Supervisory Board of the Company, effective as of the date following the expiry of her current term of office as a member of the Supervisory Board, i.e. as of 23 May 2024."

2 153 098 valid votes (connected with 2 153 098 shares of the company), were cast, which represents 78,43% of the registered capital of the Company reduced by the shares with which it was not possible to exercise voting rights.

Election of Ms. Stanislava Juríková as member of the Supervisory Board

	Number of	% of votes present at the
	votes	General Meeting
FOR	2 137 132	99,200135
AGAINST	11 616	0,539185
ABSTAINED	4 350	0,201916
Non-participating and invalid votes	1 266	0,058764

5 . 4 T h e G e n e r a l M e e t i n g a d o p t e d t h e f o l l o w i n g r e s o l u t i o n s a p p r o v a l o f t h e A g r e e m e n t o n t h e P e r f o r m a n c e o f t h e M e m b e r o f t h e S u p e r v i s o r y B o a r d :

r e g a r d i n g t h e O f f i c e o f a

"The Agreement on the Performance of the Office of a Member of the Supervisory Board concluded on 26 March 2024 between Philip Morris ČR a.s. and a member of the Supervisory Board of Philip Morris ČR a.s., M s. Tamara Milovanovic, is hereby approved in the wording submitted by the Board of Directors of the Company in the

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