Tatry mountain resorts : Full wording of the Articles of Association

FULL WORDING

OF THE ARTICLES OF ASSOCIATION OF THE JOINT STOCK COMPANY

Tatry mountain resorts, a.s.

/as of 17/5/2024

CHAPTER I

Fundamental Provisions

Article I

BUSINESS NAME AND REGISTERED OFFICE OF THE COMPANY

1. The business name of the company shall be:

Tatry mountain resorts, a.s.

(hereinafter referred to only as the "Company")

2. Registered office:

031 01 Demänovská Dolina no.72

1. The Company is registered in the Companies Register: held at the District Court in Žilina, section Sa, file no. 62/ L.
2. The Company shall be established for an indefinite time period.

Article II

SCOPE OF BUSINESS

The scope of business of the Company shall be as follows:

1. operating of cableways
2. operating of transport on a cableway
3. operating of ski lifts
4. renting of advertising space
5. operating of a ski school
6. operating of a snowboard school
7. constructions and changes
8. simple constructions, small constructions and changes
9. arranging of sale, rental and purchase of real property (real estate activities)
10. organising of children´s leisure time activities in addition to activities arranged by travel agencies
11. operating of ski slopes
12. grooming of ski slopes, terrain works
13. transport of sports equipment and luggage
14. sports equipment depot
15. organising of trainings, seminars, schooling, culture and social events
16. organising of exhibitions
17. operating of car parks
18. providing data services - internet reading room
19. operating of no win slot machines and jukeboxes
20. reprographic services
21. operating of a tour operator
22. operating of a travel agency
23. travel guide
24. leasing and rental of estate property, consumable goods and computer technology

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1. personal transport of max. 9 people including the driver in addition to taxi services
2. arranging and selling Company´s own outdoor sports services
3. microwave TV broadcasting in hotel and accommodation facilities
4. broadcasting of advertising and commercial spots via a microwave TV signal
5. creating of internet and web sites
6. looking after preschool children
7. repairs and maintenance of sports tools and equipment
8. factoring and forfeiting
9. manipulation with products of creative activities with authors´ approval
10. publishing activities within the scope of non-regulated trade
11. bookkeeping
12. business consultancy and market research
13. cooking and selling of meat products, side dishes and vegetarian meals for consump- tion only
14. selling of food prepared and imported by an authorised producer at catering facilities, confectionery shops
15. preparing and selling of non-alcoholic beverages, factory-made milk beverages, cock- tails, beer, wine and spirits
16. renting of sports equipment
17. operating of fun parks
18. operating of sports areas
19. organising of sports events
20. renting of boats
21. operating and constructing of buildings for individual recreation, single storey build- ings and constructions necessary at a construction site unless their built-up area is larger than 300 m2 and higher than 15 m, small constructions and their renovations
22. compiling of documents and construction projects for simple constructions, small con- structions and their renovations
23. engineering services
24. arranging of services related to the management of housing and non housing associa- tions
25. driving of somebody else´s motor vehicles when authorised by the owner
26. construction supervision activities - building structures
27. purchasing of goods intended for sale to ultimate consumers (retail) or other trade op- erators (wholesale)
28. preparatory activities before construction operations
29. arranging of trade activities
30. arranging of services
31. computer services
32. services related to computer processing
33. leasing of real property along with other than basic services related to the rental
34. leasing of movables
35. administrative services
36. business, organisational and economic consultancy
37. activities of culture, social and entertainment facilities
38. operating of sports facilities
39. advertising and marketing services
40. market research and public opinion poll
41. hairdresser saloons
42. cosmetic services

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1. catering services
2. winter road maintenance
3. operating of facilities intended for regeneration and recondition
4. accommodation services in accommodation facilities including catering services in these facilities, a cottage settlement of 3rd category and camping sites of 3rd and 4th category
5. laundrette, ironing and mangling of clothes
6. massage services
7. mountain guide services including guiding and accompanying at tourist trails
8. non-regulardomestic bus transport
9. performing of extracurricular educational activities
10. operating of road passenger transport
11. operating of road freight transport
12. authorised civil engineer for structures
13. sports activities in accordance with § 3 item a) Act No. 440/2015 Coll. on Sport and on amendments to other acts as subsequently amended
14. provision of personal services
15. manufacturing of sweets

CHAPTER II

Registered Capital

Article III

REGISTERED CAPITAL OF THE COMPANY

1. The Registered capital of the Company equals to EUR 96,950,392 (ninety-six million nine hundred fifty thousand three hundred ninety-two).
2. Registered capital of the Company upto day of registration of decrease of registered capital in the commercial register of monetary and non-monetary contributions. Contribution in kind amounting to SKK 130,000,000 (one hundred and thirty thousand million Slovak crowns) shall consist of following immovable assets:
   a/ immovable assets incorporated in the Deed of title no. 30 of the Cadastre office in Žilina, cadastre administration in Liptovský Mikuláš, located in regional authority Demänovská dolina as allotment no. 2926/37 - build-up areas with the size 4,536 m2, allotment no. 2926/38 - other areas with the size 390 m2, allotment no. 2926/47 - other areas with the size 1,499 m2, allotment no 2926/72 - build-up areas with the size 1,710 m2, allotment no 2926/73 - other areas with the size 26 m2 and building under construction on allotment no. 2926/72; and
   b/ immovable assets incorporated in the Deed of title no.9 of the Cadastre office in Žilina, cadastre administration in Liptovský Mikuláš, located in regional authority Demänovská Dolina as allotment no. 2980/9 - build-up areas with the size 2,275 m2, allotment no. 2980/54 - build-up areas with the size 910 m2, allotment no. 2980/55 - other areas with the size 1,293 m2, allotment no. 2980/56 - other areas with the size 356 m2 and the construction no. 5 - Hotel Tri studničky built on allotment no. 2980/9
   (hereinafter referred to only as "immovable assets").

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The immovable assets were evaluated by expert opinion of Ing. Priehradný, no. 037/2002 amounting to 25,422,580.00 (twenty-five million four hundred twenty-two thousand five hundred eighty Slovak crowns) and no. 032/2002 amounting to 152,963,146.00 (one hundred fifty-two million nine hundred sixty-three thousand one hundred forty-six Slovak crowns). Contribution in kind shall be set-off against the contribution of the shareholder to the Company in the total amount of SKK 130,000,000.00 (one hundred thirty million Slovak crowns).

1. The registered capital of the Company is divided into 13,850,056 (thirteen million eight hundred fifty thousand fifty six) ordinary book-entered bearer shares with nominal value of EUR 7 (seven euro).
2. The company's shares are in the form of book-entered securities held in a statutory register of securities.

Article IV

SHARES OF THE COMPANY

1. Pursuant to generally binding legal regulations (hereinafter referred to only as "law") and pursuant to the Articles of Association hereof the shares shall grant shareholder´s right to participate in the management of the Company, in its profits and its liquidation balance upon the cancellation of the Company with liquidation unless the law provides otherwise.
2. The General Meeting may decide on issuing of shares:
3. 1. of a different form (registered shares, bearer shares)
   2. of a different nominal value (the value shall be expressed as a positive integer unless special law provides otherwise,
   3. of a different kind (ordinary share, preferred share) differentiating by the name and related rights.
4. Any transfer of the shares shall be made in compliance with special regulations by a law stipulated registration of holders of registered securities.
5. To acquire the shares of the Company for the purpose of its transfer to the employees of the Company, the provision of section 161a, subsection 2, indent a) Commercial Code shall not be used. The shares acquired in this way shall be transferred to the employees of the Company no later than within 12 (twelve) months from the date they were acquired by the Company.
6. To acquire the shares of the Company for the purpose of averting imminent major damage for the Company, the provision of section 161a, subsection 2, indent a) Commercial Code shall not be used. The Board of Directors shall be then obliged to inform the next following General Meeting on the facts pursuant to section 161a, subsection 4 Commercial Code.
7. Based on the decision of the General Meeting, the Company may issue bonds giving the right to exchange them for the shares of the Company (convertible bonds), or the preferred right for the preferred subscription of shares of the Company (priority bonds) provided the General Meeting decides about a conditional increase of the registered capital at the same time.

Article V

TERMS OF PAYMENT FOR THE SHARES AND CONSEQUENCES OF ANY

DEFUALT IN THE PAYMENT OF THE SUBSCRIBED SHARES

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1. In case of subscription of new shares when increasing the registered capital, the issue price of subscribed shares paid by contributions in cash must be paid in full no later than within the period specified by law unless a shorter period results from a resolution of the General Meeting concerning the increase of the registered capital. As specified above, the General Meeting shall decide in accordance with the law on the amount of the issue price which must be paid by the subscribers within the period specified by the resolution of the General Meeting and to a bank account specified by the Board of Directors. Contributions in kind used for paying the issue price of the subscribed shares to increase the registered capital must be paid within the period specified by the resolution of the General Meeting on the increase of the registered capital of the Company no later than within the period of registration of the increased registered capital to the Companies Register.
2. In case of any breach of the duty to pay the issue price of the subscribed shares or its part, the subscriber shall pay a default interest in the amount of 20% per annum from the amount due.
3. The Board of Directors shall remind the shareholder (subscriber) who fails to pay the is- sue price of the subscribed shares in time to pay for it no later than within 60 days from the day such reminder is delivered. The reminder shall be made in writing and contain a warning that there is a possibility of being expelled from the Company
4. The Company shall expel the shareholder from the Company if the shareholder fails to pay the issue price of the shares within 60 days pursuant to section 3. The Board of Direc- tors shall decide if the shareholder is to be expelled. The shares of the expelled sharehold- er shall be transferred to the Company once the decision to expel the shareholder from the Company is delivered. The decision to expel the shareholder from the Company shall be sent to the shareholder and filed with the Collection Deed of the respective registered court by the Board of Directors. The shareholder and the Company shall settle their rights or duties in accordance with the Commercial Code.

Article VI

RIGHTS AND OBLIGATIONS OF THE SHAREHOLDERS

1. Legal regulations and Articles of Association hereof regulate the rights and the obligations of shareholders. Both legal and natural persons may become shareholders of the Compa- ny. Shareholders may not exercise shareholders´ rights which could affect the rights and professional interests of other shareholders. The Company must treat all shareholders equally.
2. Shareholders shall have the right to participate in the management of the Company, in its profits and liquidation balance upon the cancellation of the Company with liquidation. The right to participate in the management of the Company shall be exercised by share- holders by means of participation at General Meetings and execution of the rights related to this participation whereas the shareholders shall be bounded with the organisational measures applicable to the proceedings of respective General Meetings. At the General Meetings, any shareholder may vote, ask for information and explanations concerning the matters of the Company or the matters of parties controlled thereby which are related to the agenda of the General Meeting, and make proposals at the General Meeting. The date relevant for exercising the rights specified above shall be the day indicated in the notice of convocation of the General Meeting in accordance with section 180, subsection 2 Com- mercial Code.

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1. Shareholders may attend a General Meeting personally or by means of a written power of attorney specifying the scope of powers of the proxy and containing an officially authenti- cated signature of the appointing shareholder. Members of the Supervisory Board may al- so act as a proxy of shareholders at a General Meeting. In such case a power of attorney shall include specific instructions for voting on each resolution or each topic of the Gen- eral Meeting's agenda that will be subject to voting by the member of the Supervisory Board as a proxy of the shareholder on behalf of the shareholder. If the shareholder issues a power of attorney authorising several proxies to exercise his/her voting rights related to the same shares on the same General Meeting, the Company shall accept the votes cast by that proxy who signs the attendance list first. The power of attorney shall be, in compli- ance with article VIII, section 2, submitted at the presentation for documentation purpos- es. If a shareholder keeps shares on more than one securities account according to a spe- cial regulation, the Company shall be obliged to enable his/her representation by one proxy per each securities account according to a special regulation. If several shareholders issue a written power of attorney authorising a single proxy to represent such sharehold- ers, such a proxy may cast votes separately on behalf of each shareholder represented thereby.
2. If the Board of Directors of the Company approves and the shareholders are advised by means of a notice of convocation of a General Meeting of the Company, shareholders will be required to submit a holder's registered securities statement as of the relevant day held by the Central Depository or a member of the Central Depository in order to prove that they hold the respective shares as of the relevant date.
3. The number of shareholder's votes shall be determined as a proportion between the nom- inal value of the shares held thereby and the registered capital of the Company.
4. Shareholders shall be entitled to share the profits generated by the Company (dividends) which were allocated by the General Meeting for their distribution. Shareholders are not obliged to refund the Company for dividends obtained in good faith. The entitlement to dividend may be subject to individual transfer from the day when the General Meeting decides on allocation of the profit to the shareholders. The relevant date for determining the person entitled to exercise the right to dividends shall be determined by the General Meeting which shall decide on distributing the profits pursuant to section 178, subsection 5 Commercial Code. The terms, place and the date of payments of the dividends shall be determined by the General Meeting which shall decide on distributing the profits pursu- ant to section 178, subsection 6 Commercial Code.
5. The Company may not return the contributions to shareholders. Once the Company is liquidated, the shareholders shall be entitled to share the liquidation balance in the amount specified by law. The right to share the liquidation balance may be subject to in- dividual transfer as of the date when the proposal for the distribution of the liquidation balance was approved.

CHAPTER III

Bodies of the Company

Article VII

BODIES OF THE COMPANY

The following shall be the bodies of the Company:

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1. General Meeting,
2. Board of Directors,
3. Supervisory Board,
4. Audit committee.

Article VIII

GENERAL MEETING

1. The General Meeting shall be the supreme body of the Company. Its authorities shall include decisions of the following matters:

1. 1. changing of Articles of Association;
   2. deciding on the increase and reduction of the nominal capital, on the increase of the nominal capital pursuant to §210 Commercial Register as authorised by the Board of Directors; and on issuing priority bonds or exchange bonds;
   3. deciding on cancelling the Company and changing of its legal form;
   4. election and removal of members of the Supervisory Board of the Company except members of the Supervisory Board, who are elected and removed pursuant to 200;
   5. adopting of the ordinary individual financial statements, extraordinary individual financial statements, deciding on allocation of earnings and reimbursement of losses, determination of bonuses;
   6. deciding on termination of trading Company´s shares on the stock exchange, and deciding if the Company ceases to exist as a public joint-stock company;
   7. deciding on the change of securities registered electronically to paper securities and vice versa;
   8. deciding on adopting of business transfer contracts related to the whole business or its part;
   9. adopting of remuneration rules of Company body members and their changes;
   10. adopting of agreements on the Supervisory Board member capacities;
   11. deciding on further issues which are put in charge of the General Meeting by these Articles of Association or by law
   12. deciding on establishment, replenishment, use, distribution and dissolution of a capital fund composed of shareholders' contributions.
2. The General Meeting shall be attended by the members of the Board of Directors, the Supervisory Board, or third parties invited by the Company's body, members of the Company's body or those shareholders who convened the General Meeting. The General Meeting may decide on the attendance of other persons at the General Meeting or may decide that third parties currently attending the General Meeting may no longer attend the General Meeting. The General Meeting is not available for the public unless otherwise stated in this section. The shareholders may exercise their rights at the General Meeting also by means of proxies who shall submit notarised powers of attorney specifying the scope of authorisation. The signature of the proxy must be legally authenticated. The power of attorney must be submitted for documentation purposes to the person responsible for entries into the Attendance List. The person representing the shareholder based on the written power of attorney shall be obliged to remain silent on information gained at the General Meeting.
3. The General Meeting shall be convened by the Board of Directors unless otherwise provided by law. The Ordinary General Meeting shall be convened once a year at least six months after the previous accounting period is completed. If necessary for the

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Company´s sake or defined by law, the General Meeting can be convened at any time. The General Meeting can be convened by any member of the Board of Directors. The duty to convene the General Meeting is defined by law. If the Board of Directors has not agreed to convene in short order or the Board of Directors has not been able to assemble for a longer period, the General Meeting can be convened.

4. The General Meeting can be convened at any time if considered necessary by the Board of Directors and in cases stipulated by legal regulations. The Extraordinary General Meeting is convened by the Board of Directors mainly if:

1. 1. the previous General Meeting decides to do so;
   2. requested in accordance with § 181, Section 1 and Section 6 Commercial Code by one or more shareholders who can prove the date is at least three months before the expiration of the period of an Extraordinary General Meeting can be convened in accordance with § 181, Section 2 Commercial Code by holders whose nominal value is at least 5% of the nominal capital of the Company. The request shall be submitted in writing with given reasons;
   3. discovered that the loss of the Company has exceeded 1/3 of the nominal capital or is expected to happen in the near future;
   4. the term in office of a member of the Supervisory Board elected by the General Meeting has ended and a new can be elected no later than three months afterwards;
   5. the Company is insolvent for more than three months.
2. The Extraordinary General Meeting shall be convened by the Supervisory Board as per the reason stated in article XII section 1. Accordingly, as per section 3 last sentence of this article, the General Meeting may be convened also by a member of the Supervisory Board.
3. The General Meeting is convened by the Board of Directors via a notice of convocation of the General Meeting. The notice of convocation must be published in a national periodical with stock market reports no later than 30 days before the General Meeting is held. The Company publishes the notice of convocation of the General Meeting via press in all contract countries of the Agreement of the European Economic Area no later than 30 days before the General Meeting is held. The notice of convocation of the General Meeting must contain all requirements defined by legal regulations. The proposal on the change of Company´s Articles of Association, names of candidates suggested to become members of Company´s bodies if such elections are on the agenda of the General Meeting, financial statements, full text copies of documents and proposed resolutions of the General Meeting that are about to be discussed at the General Meeting, templates of the Power of Attorney that can be used when voting at the General Meeting by proxy, data and documents that the Company is obliged to publish no later than 30 days before the General Meeting is held must be at disposal at the registered office of the Company within the given period before the General Meeting is convened. The same applies to publishing of the given documents and information on the website of the Company, continuously until the General Meeting is held. Any shareholder has the right to require copies of proposed Articles of Association and a list of persons suggested to become members of individual bodies of the Company including suggested offices must be sent to his/her address at his/her own expenses and risk. Item 4 letter b) of this article shall apply also when organising an Extraordinary General Meeting pursuant to this item.
4. The shareholder or shareholders requesting convocation of an Extraordinary General Meeting pursuant to section 4, indent b) hereof shall be obliged to submit also following:

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1. 1. A shareholder - legal entity shall present an original of the Commercial Register entry or an officially certified copy of such entry, not older than 60 days; if the shareholder - legal entity is not registered in the Register, he or she shall present an original of an of- ficially certified copy of a current document proving his or her legal subjectivity, in- cluding a document appointing another person to act on behalf of the shareholder - le- gal entity;
   2. an original or an officially certified copy of the account statement of a person owning electronically registered securities of one or more shareholders registered at the Cen- tral Securities Depository or a member of the Central Depository which proves that the given shareholder or shareholders own(s) the respective securities whose nominal val- ue is min. 5% of the nominal capital later than three months after the period for con- vening of the Extraordinary General Meeting pursuant to § 181 Section 2 Commercial Code;
   3. an original or an officially certified copy of the power of attorney with an officially certified signature of the proxy if the shareholder exercises his/her rights by means the proxy.
2. In case of convocation of the Extraordinary General Meeting pursuant to section 4, indent
3. 1. of this article, the Board of Directors shall convene the General Meeting so that it is held no later than within 40 days after the request is delivered to the Board. The Board of Directors shall not be entitled to change the proposed agenda of the General Meeting. The Board of Directors shall be entitled to change the proposed agenda of the General Meeting only with the consent of the persons who requested convocation of the General Meeting. The General Meeting shall be obliged to discuss the proposed matters.
4. Shareholders shall attend the General Meeting at their own expense.

Article IX

GENERAL MEETING - ORGANISATIONAL ISSUES

1. The Board of Directors shall ensure the organisational issues concerning the proceedings of the General Meeting unless the General Meeting was convened by the Supervisory Board, a member of the Company's body or it was convened by shareholders (a share- holder) based on an authorisation by the court. In such case, the organisational issues con- cerning the proceeding of the General Meeting shall be ensured by the Supervisory Board, the member of the Company's body or the shareholders (shareholder) who convened the General Meeting if the Supervisory Board or the respective member of the Company's body or the respective shareholders (shareholder) do not come into an agreement with the Board of Directors that the General Meeting shall be organizationally ensured by the Board of Directors. If the court authorising the convocation of the General Meeting by the shareholders (shareholder) appoints the chairman of the General Meeting who shall lead the General Meeting until the election of its chairman, the respective shareholders (share- holder) shall ensure the attendance led by the chairman of the General Meeting appointed in this way. Provisions on the temporary chairman shall be applied mutatis mutandis on the chairman appointed in this way.
2. The General Meeting is usually held at the registered office of the Company or at any oth- er convenient location chosen by the Board of Directors or the body, member of the body or the shareholders of the Company that the General Meeting was convened by.
3. The decisive day for exercising shareholder´s rights is the third day before the General Meeting is held.

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