Grupa Zywiec S A : Form to execute the right to vote by a plenipotentiary

FORM

TO EXECUTE THE RIGHT TO VOTE BY A PLENIPOTENTIARY

This form concerns executing the right to vote by a plenipotentiary at the Ordinary General

Shareholders' Meeting of the company named: Grupa Żywiec S.A. with its seat in Żywiec (34-300), ul. Browarna 88, to be held in Warsaw (00-844), ul. Grzybowska 56, on the 15th day of April, 2021.

• I. Shareholder:

  …………………………………… .

  (name, surname/ company's name)

  …………………………………… .

  (address)

  …………………………………… .

  (registration number)

• II. Plenipotentiary:

  …………………………………… .

  (name and surname of plenipotentiary)

  …………………………………… .

  (address)

  …………………………………… .

  (PESEL, REGON, KRS)

• III. Instruction of voting in relation to the draft resolutions:

Draft

Resolution No. 1/2021

of the Ordinary General Meeting of Grupa Żywiec Spółka Akcyjna of 15 April 2021

regarding election of Chairman of the Meeting.

According to Article 409 § 1 of the Commercial Companies Code, the Ordinary General Meeting of Grupa Żywiec S.A. hereby decides to elect Mrs /Mr ……..………. as Chairman of the

Meeting.

□ FOR NUMBER OF SHARES:	□ AGAINST NUMBER OF SHARES:	□ ABSTAIN NUMBER OF SHARES:	□ AT DISCRETION OF PLENIPOTENTIARY NUMBER OF SHARES:
□ OTHERS:

Draft

Resolution No. 2/2021

of the Ordinary General Meeting of Grupa Żywiec Spółka Akcyjna of 15 April 2021

regarding approval of the Report of the Management Board, the financial statements of the

Company and the consolidated financial statements of the Capital Group Żywiec S.A. for the year 2020.

According to Article 393 p. 1) and Article 395 § 2 p. 1) of the Commercial Companies Code and § 25 pas. 1 p. 1) of the Company's Statutes and Article 63c pas. 4 of the Accounting Act, this is

to pass the following:

§ 1.

This is to approve the report of the Management Board on the activities of the Company as well as the audited standalone financial statements of the Company for the financial year 2020 which includes:

• 1) the statement regarding the financial situation as of 31 December 2020, indicating on the side of the assets and liabilities and own capital the amount of PLN 2,513,606 thousand,

• 2) the statement of profit or loss and other comprehensive income for the period from 1 January 2020 to 31 December 2020, ending with the net profit amounting to PLN 250,451 thousand,

• 3) the statement regarding changes in the Company's own capital for the period from 1 January

  2020 to 31 December 2020, indicating the decrease of own capital by the amount of PLN

  10,525 thousand,

• 4) the cash flow statement for the period from 1 January 2020 to 31 December 2020, indicating the cash net inflows of PLN 12,741 thousand,

• 5) additional information.

§ 2.

This is to approve the audited consolidated financial statements of the Capital Group Żywiec S.A.

for the financial year 2020 which includes:

• 1) the consolidated statement regarding the financial situation of 31 December 2020, indicating on the side of the assets and liabilities and own capital the amount of PLN 2,586,194 thousand,

• 2) the consolidated statement of profit or loss and other comprehensive income for the period from 1 January 2020 to 31 December 2020, ending with the net profit amounting to PLN 232,673 thousand,

• 3) the consolidated statement regarding changes in the Company's own capital for the period from 1 January 2020 to 31 December 2020, indicating the increase of own capital by the amount of PLN 75,387 thousand,

• 4) the consolidated cash flow statement for the period from 1 January 2020 to 31 December 2020, indicating the cash net inflows in the amount of PLN 18,724 thousand,

• 5) additional information.

§ 3.

This Resolution comes into force on the day of passing.

□ FOR NUMBER OF SHARES:	□ AGAINST NUMBER OF SHARES:	□ ABSTAIN NUMBER OF SHARES:	□ AT DISCRETION OF PLENIPOTENTIARY NUMBER OF SHARES:
□ OTHERS:

Draft

Resolution No. 3/2021

of the Ordinary General Meeting of Grupa Żywiec Spółka Akcyjna of 15 April 2021

regarding distribution of profit for the year 2020.

According to Article 395 § 2 p. 2) of the Commercial Companies Code and § 25 pas. 1 p. 2) of the Company's Statutes, this is to pass the following:

§ 1.

The Ordinary General Meeting hereby resolves that the total amount of the dividend for the financial year 2020 is PLN 328,682,784.00, i.e. PLN 32.00 per one share, and moreover:

• 1) the Company's shareholders owning shares on …………… 2021 shall be entitled to the dividend,

• 2) the dividend shall be paid out on ………… .. 2021,

taking into account the fact that by the virtue of Resolution of Management Board dated 10 November 2020 the Company paid out to the shareholders the amount of PLN 164,341,392 as the interim dividend towards foreseen dividend in the amount of PLN 16.00 per one share; thus the amount of PLN 164,341,392 shall remain to be paid out to the shareholders, which means PLN 16.00 per one share.

• § 2.

• 1. The net profit amounting to PLN 250,450,875.04 made in 2020, shall be distributed in the manner as below.

• 2. The entire reserve fund in the amount of PLN 185,727,587.68 as well as a part of the net profit made in the year 2020 in the amount of PLN 142,955,196.32 shall be allocated for the payment of the dividend for the year 2019 to the shareholders.

3. The remaining part of the net profit made in the year 2020 amounting to PLN 107,495,678.72 shall be allocated to the reserve fund in order to pay out dividends in the future.