Philip Morris : Invitation to the General Meeting 2023

The Board of Directors of

Philip Morris ČR a.s.,

whose registered office is in Kutná Hora, Vítězná 1, postcode: 284 03, identification number: 14803534, registered in the Commercial Register maintained by the Municipal Court in Prague,

File No. B 627

(the "Company")

hereby convenes

AN ORDINARY GENERAL MEETING

(the "General Meeting")

of its shareholders, which will take place at 10:00 a.m. on 28 April 2023, at the Company's registered office stated above, with the following agenda:

• 1. Opening of the General Meeting;

• 2. 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;

• 3. The Report of the Board of Directors on the Business Activities of the Company, the Report on

  Relations between Controlling Entity and Controlled Entity and between 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 2022 Annual Financial Report, the proposal for the approval of the 2022 ordinary financial statements and the 2022 ordinary consolidated financial statements, and the proposal for the distribution of profit for the year 2022, including an indication of the amount of profit shares;

• 4. The Supervisory Board Report;

• 5. Approval of the Report of the Board of Directors on the Business Activities of the Company, the 2022 ordinary financial statements, the 2022 ordinary consolidated financial statements and the proposal for the distribution of profit for the year 2022, including an indication of the amount of profit shares;

• 6. Approval of the 2022 Remuneration Report;

• 7. Election of Mr. Petr Šebek, Mr. Manuel Joao Almeida Do Vale Goncalves Marques and Mr. Cemal Berk Temuroglu as members of the Board of Directors, and Mr. Stefan Bauer and Mr. Seamus Minihan as members of the Supervisory Board, and approval of the Agreements on Performance of Office of Members of the Board of Directors and Supervisory Board;

• 8. Election of Mr. Stefan Bauer as a member of the Audit Committee;

• 9. Appointment of the Company's auditor;

• 10. Closing of the General Meeting.

Draft resolutions to the individual points on the agenda of the General Meeting and reasonings of the draft resolutions are set out below.

The Board of Directors informs the shareholders that this invitation is not sent to the shareholders at their home or registered office addresses any more.

In accordance with the current wording of the Company's Articles of Association, the General Meeting is convened by publication of the invitation to the General Meeting on the Company's websitehttp://www.philipmorris.cz,in the section titled "For Shareholders", and by official publication of the invitation to the General Meeting in the Commercial Bulletin.

1

DATE DECISIVE FOR THE ATTENDANCE AT THE GENERAL MEETING

In the case of the Company's book-entered shares, any shareholder listed in an extract from the Issue Register of the Company, i.e. in the register of the Company's book-entered securities maintained in accordance with a special legal regulation, as at the date decisive for the attendance at the General Meeting, i.e. 21 April 2023 (the "Decisive Date"), is entitled to attend the General Meeting and exercise its shareholder rights at it, i.e. also to vote at the General Meeting, whether directly or through a proxy (representative). In the case of the Company's certificated shares, any shareholder listed in the list of the Company's shareholders as at the Decisive Date, i.e. 21 April 2023, is entitled to attend the General Meeting and exercise its shareholder rights at it, i.e. also to vote at the General Meeting, whether directly or through a proxy (representative) (unless it is proven that the relevant entry in the list of the Company's shareholders fails to reflect the actual state of affairs as at that date).

The significance of the Decisive Date is that it determines who is entitled to attend the General Meeting and exercise shareholder rights, i.e. also to vote, at the General Meeting.

PROOF OF AUTHORITY TO ACT ON BEHALF OF OR REPRESENT THE SHAREHOLDERS

Shareholders' representatives must be authorised to attend the General Meeting and to exercise their rights at the General Meeting by persons who were the Company's shareholders as at the Decisive Date. This authorisation must be granted by means of a written power of attorney bearing an officially verified signature and stating whether the power of attorney is granted for representation at the particular General Meeting only or also for representation at several General Meetings held in the form of a meeting with the personal participation of shareholders, as well as future decision-makings of the General Meeting of the Company performed outside the meeting (per rollam).

Any person registered as at the Decisive Date in the register of investment instruments or in the Issue Register of the Company, i.e. in the register of book-entered securities maintained in accordance with a special legal regulation, as an administrator or as a person authorised to exercise the rights attached to the shares, is deemed entitled to represent the relevant shareholder and exercise any and all rights attached to the shares of the Company kept on the relevant account, which includes attending and voting at the General Meeting. Instead of a power of attorney, this person shall submit an extract from the register of investment instruments; this is not necessary if the Company itself requests the provision of an extract from the respective register for such purposes. A person's authorisation to represent the shareholder and exercise the shareholder's rights must be indicated in the relevant extract from the register of investment instruments or the register of book-entered securities.

The registration of the shareholders at the General Meeting will commence at 8:30 a.m. at the venue of the General Meeting. At the registration, the shareholders or their representatives must present valid proofs of identity. Any person authorised to act on behalf of a shareholder who is a legal entity must also present an original up-to-date extract from the Commercial Register or any other relevant register concerning this legal entity (not older than 3 months) or a certified copy thereof, proving the existence of the legal entity and confirming his/her right to act on behalf of the legal entity. Any shareholder's representative authorised by a power of attorney must also present a written power of attorney bearing an officially verified signature and stating whether it is granted for representation at the particular General Meeting only or also for representation at several General Meetings held in the form of a meeting with the personal participation of shareholders, as well as future decision-makings of the General Meeting of the Company performed outside the meeting (per rollam). Any documents by which the shareholder or the shareholder's representative proves his/her/its identity, which are produced by foreign authorities or institutions or to which certification clauses of such foreign authorities or institutions are attached, shall contain official certification for their use in the Czech Republic, i.e. shall be superlegalised or provided with an apostille or other clause (certification) which is required in official contact by the Czech authorities for similar foreign documents (or certifications). If any such documents, clauses or certifications are made out in a foreign language (with the exception of the Slovak language), an official translation thereof into the Czech language shall also be attached.

The Board of Directors informs the shareholders that templates (forms) of the power of attorney documents for representation of shareholders at the General Meeting are published in a manner allowing for remote access on the following website:http://www.philipmorris.cz, in the section titled "For shareholders". The power of attorney forms are also available in printed form at the Company'sregistered office. A shareholder has the right to request that a power of attorney form be sent to the shareholder in printed form or electronically at the shareholder's own expense and risk. The Company will accept electronic notices stating that a power of attorney was granted to represent a shareholder at the General Meeting or revoked by the relevant principal at the following email address:[e-mail].

VOTING RIGHT

In accordance with Act No. 90/2012 Coll., on Companies and Cooperatives (the Corporations Act (the "Corporations Act") and the Company's Articles of Association, a shareholder shall be entitled to attend and vote at the General Meeting.

The condition for the exercise of a voting right by a shareholder is the entry of that shareholder's beneficial owner in the register of beneficial owners in accordance with Act No. 37/2021 Coll., on Register of Beneficial Owners, as amended (the "Act on Register of Beneficial Owners"), if the shareholder is obliged to arrange for the entry of the beneficial owner.

OTHER RIGHTS OF SHAREHOLDERS

A shareholder is entitled to require and obtain from the Company explanations at the General Meeting in respect of matters relating to the Company and the parties controlled by the Company, should any such explanations be necessary for assessing matters on the agenda of the General Meeting or for exercising their shareholder rights at the General Meeting. A shareholder may file a request for explanation pursuant to the preceding sentence in writing. The request must be filed after the publication of this invitation to the General Meeting and before the date on which the General Meeting is to be held.

The Company will provide the explanation of matters relating to the relevant General Meeting to the shareholder directly at the General Meeting. If this is not possible due to the complexity of the explanation, the Company will provide the explanation to all shareholders within 15 days after the date of the General Meeting, even if this is no longer necessary for the consideration of actions of the General Meeting or for the exercise of shareholder rights at the General Meeting, by publishing it on the website of the Company.

The information contained in the explanation must be clear and must provide a sufficient and true view of the enquiry concerned. The explanation may be provided in the form of a summary statement on several similar issues. It shall be deemed that shareholders have been provided with the explanation even if the information is published on the Company's website no later than on the day preceding the date of the General Meeting and is available to the shareholders at the venue of the General Meeting. If the information is provided to a shareholder, any other shareholder is entitled to request this information even without adhering to the procedure for exercising the right to explanation as described above.

The Board of Directors may refuse to provide an explanation in part or in full if its disclosure could harm the Company or parties controlled by the Company or if it represents inside or secret information governed by another legal regulation, or if the requested explanation is publicly available. The Board of Directors will consider whether the conditions for the refusal to provide an explanation have been fulfilled and will notify the shareholder of the reasons for the refusal. The notification of the refusal to provide an explanation will be part of the minutes of the General Meeting.

The shareholders have the right to ask the Supervisory Board to determine that the conditions for refusing to provide an explanation did not occur and the Board of Directors is obliged to provide the explanation to the respective shareholder. The Supervisory Board will decide on the shareholder's request directly at the General Meeting or, if this is impossible, within five business days of the date of the General Meeting. If the Supervisory Board disagrees with the provision of the explanation or if it does not provide its statement within the aforementioned time limit of five business days or in the situation where the Company's Board of Directors has not provided the information despite the Supervisory Board's instruction, or the Company's Board of Directors has informed the shareholder that it will provide the explanation within 15 days after the General Meeting and has still not done so, the decision as to whether the Company is obliged to provide the information will be taken by a court upon a motion filed by the shareholder. The right to file a motion to instigate such proceedings can beexercised before a court within one month of the date of the General Meeting at which the provision of explanation was refused, or of the refusal or failure to provide information within the time limit specified in Section 358 (1) of the Corporations Act (i.e. within 15 days of the date of the General Meeting); no consideration will be given to any rights exercised later. The provisions of special legal regulations regarding the protection of information are not affected by this.

A shareholder may file proposals and counterproposals in relation to the matters on the agenda of the General Meeting. Any proposals and counterproposals delivered to the Company no later than three days before the General Meeting shall be published by the Board of Directors without undue delay on the Company's website. If the proposals and counterproposals contain justifications, the Board of Directors shall also publish these justifications along with them. If the proposals and counterproposals are delivered at the latest five days before the General Meeting, the Board of Directors shall also publish its opinion on the received proposals and counterproposals without undue delay.

Upon request of a shareholder or shareholders holding shares with a total nominal value of at least 1% of the Company's registered capital, the Board of Directors of the Company will include a matter proposed by this shareholder (these shareholders) in the agenda of the General Meeting, provided that the request is delivered to the Board of Directors no later than 10 days before the date decisive for attendance at the General Meeting and that a resolution is proposed with respect to each matter or that a reasoning for the inclusion of the matter on the agenda is provided. If a request is delivered after the publication and distribution of the invitation to the General Meeting, the Board of Directors will publish the amendment of the agenda of the General Meeting no later than five days before the date decisive for attending the General Meeting in the manner stipulated in the Corporations Act and the Articles of Association regarding the convocation of the General Meeting.

Matters not included in the agenda of the General Meeting may be discussed or resolved at the General Meeting only if all shareholders express their consent to that.

In accordance with Section 121i (1) of Act No. 256/2004 Coll., on Business Activities on the Capital Market, as amended (the "Act on Business Activities on the Capital Market"), the Company shall send to the shareholder or a person authorised by the shareholder, upon request, information on whether and how the shareholder's votes were counted in the voting at the General Meeting. The Company is not obliged to comply with a request for information if the information is already available to the shareholder or the person authorised by the shareholder or if the request for information is received more than three months after the date of the General Meeting.

The Company issued 1,913,698 book-entered registered shares and 831,688 certificated registered shares, i.e. together 2,745,386 shares with a nominal value of CZK 1,000 per share as at the date of publication of this invitation. When voting at the Company's General Meeting, one vote is attached to each share of the Company, i.e. the total number of votes as at the date of publication of the invitation is 2,745,386. A shareholder may not exercise voting rights in cases provided for by law. Voting is done by ballot, in which case shareholders will receive the ballots when registering in the attendance list. The

General Meeting will first vote on proposals submitted by the Board of Directors or the Supervisory Board. If no proposals are approved or submitted, votes will be taken on (counter) proposals submitted by shareholders. Shareholders are not obliged to exercise the voting rights attached to all of their shares in the same way; this also applies to their representatives.

The Board of Directors has prepared the Report on Relations between the Controlling Entity and the Controlled Entity, and between the Controlled Entity and Entities Controlled by the Same Controlling Entity (the "Report on Relations"). The Report on Relations (which has been verified by an auditor) indicates that the Company as a controlled entity suffered no harm as a result of the influence exercised by Philip Morris Holland Holdings B.V. as the controlling entity in the 2022 accounting period.

A proposal for the distribution of the Company's profit generated in 2022, including determination of the shares in the Company's profit, the term of their payment and information concerning the financial institution which will make the payment of profit shares, forms Schedule 1 to this invitation.

The shares in the Company's profit for the year 2022 will be paid to the Company's shareholders: in the case of book-entered shares, to those that were listed in the extract from the Issue Register of the Company, i.e. in the register of book-entered securities maintained in accordance with a special legal regulation as at the date decisive for the exercise of the right to a profit share, i.e. 10 May 2023 (the "Decisive Date for Exercising Profit Share Rights") and in the case of certificated shares, to those that were listed in the list of the Company's shareholders as at the Decisive Date for Exercising Profit Share Rights (unless it is proven that the relevant entry in the list of the Company's shareholders fails to reflect the actual state of affairs as at that date).

All documents and information relating to the General Meeting, including the Annual Financial Report, the ordinary financial statements, the ordinary consolidated financial statements and main data from such financial statements, which must be published pursuant to Section 120b (1) (a), (b), (d) to (f) of the Act on Business Activities on the Capital Market, as well as the forms of the power of attorney documents for representation of the Company's shareholders at the General Meeting will be available for inspection and can be obtained at the Company's registered office, i.e. in Kutná Hora, Vítězná 1, postcode: 284 03, from 28 March 2023 to 28 April 2023, always on business days from 2:00 p.m. to 5:00 p.m. All the above information and documents are also published in a manner allowing for remote access on the following website:http://www.philipmorris.cz, in the section titled "For Shareholders".

Information for shareholders, including printed source materials for the proceedings at the General Meeting, will be available at the information centre at the venue of the General Meeting.

Draft resolutions on the individual points of the agenda of the General Meeting and their reasoning

Re point 2 of the agenda (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)

Draft resolution:

Mgr. Martin Hájek is elected as Chairperson of the General Meeting.

Zuzana Dušková is elected as Minutes Clerk of the General Meeting.

The following persons are elected as Minutes Verifiers of the General Meeting:

• (i) Milan Vácha; and

• (ii) Kamila Vodičková.

The following persons are elected as Scrutineers of the General Meeting:

• (i) Petr Brant; and

• (ii) Ing. Martin Hlaváček.

Reasoning:

The proposal for filling in the positions of the General Meeting's bodies is based on the requirements set out in the Corporations Act and the Company's Articles of Association and follows upon the hitherto practice of the Company. In view of their qualifications and experience, the Board of Directors considers the proposed persons to be suitable candidates for holding the offices specified above.

Draft resolution:

The General Meeting approves the Rules of Procedure and Voting Rules Applicable to Proceedings at the General Meeting of Philip Morris ČR a.s. in the wording submitted by the Board of Directors of the Company, which were attached as Schedule 2 to the Invitation to the General Meeting.

Reasoning: