Grupa Zywiec S A : Regulations of the debate of Extraordinary General Meeting – 20.09.2022

REGULATIONS OF THE DEBATE	Draft
of the Extraordinary General Shareholders' Meeting
of Grupa Żywiec S.A.
dated 20 September 2022

1. The Chairman of the Supervisory Board, or a person appointed by him, shall open the General Meeting. If none of these persons is present, each Member of the Supervisory Board can open the Meeting, or if they are absent - each of the shareholders provided that the shareholders representing the majority of the votes do not object to that.

II.

1. The Chairman of the Supervisory Board or a person mentioned in Paragraph I shall conduct the election of the Chairman of the General Meeting from among its participants.
2. The Chairman of the General Meeting shall run the debate, give and take the floor, order voting, announce passed resolutions and shall be responsible for keeping order during the debate.

III.

1. Right after the Chairman is elected, the attendance list of all participants of the General Meeting with the specification of the number of shares owned by them is made. Then the Chairman shall sign the list which is afterwards presented to the participants.
2. A shareholder can participate in the General Meeting and execute the right of voting in person or by a plenipotentiary, and this fact should be marked on the attendance list. The power of attorney should be granted in writing or in electronic form in PDF format.
3. A shareholder shall participate in the General Meeting after showing an identity card, and plenipotentiaries - after showing an identity card and a valid power of attorney in writing or in electronic version (in such case a plenipotentiary should present a plenipotentiary in PDF format). Representatives of legal entities or partnerships should also present current extracts from proper trade registers, showing persons entitled to represent such entities.

IV.

1. The General Meeting shall debate and pass resolutions on issues on the agenda.
2. The Chairman of the General Meeting shall not be entitled to change the agenda of the debate arbitrarily.
3. Each shareholder who is entitled to participate in the Meeting may submit draft resolutions concerning matters included in the agenda.
4. Motions of routine nature and motions on convening the extraordinary general meeting may also be passed although they were not inserted on the agenda of the Meeting.

V.

1. Resolutions shall be passed during open voting.
2. The Chairman shall order secret voting:
3. 1. during elections,
   2. on motions concerning dismissal or bringing to responsibility members of the Company's governing bodies,
   3. on personal matters,
   4. when at least one participant of the General Meeting requests such voting.

VI.

1. Resolutions shall be passed by the absolute majority of votes unless the Statutes of the Company or the Commercial Companies Code in particular cases state otherwise.
2. Voting takes place in the written mode or with the usage of magnetic cards or by acclamation.
3. Shareholders cannot vote - either in person or by plenipotentiaries or as plenipotentiaries of other persons - on resolutions concerning their liability towards the Company, on granting them remuneration or on contracts or disputes existing between them and the Company.

VII. The General Meeting shall close the debate after all items on the agenda have been discussed.

VIII. Resolutions of the General Meeting shall be recorded by a notary public.