ZE PAK : Resolutions adopted by the Ordinary General Meeting of ZE PAK SA on June 26, 2023 (download)

(This is a translation of the document issued originally in Polish language

The Polish original should be referred to in matters of interpretation)

Resolutions adopted by the Ordinary General Meeting of

ZE PAK Spółka Akcyjna

convened on June 26, 2023

Resolution No. 1

of the Ordinary General Meeting

of ZE PAK Spółka Akcyjna

seated in Konin of June 26, 2023

on: election of the Chairman of the Ordinary General Meeting

The Ordinary General Meeting of ZE PAK Spółka Akcyjna ("Company"), acting on the basis of Article 409

• 1 of the Code of Commercial Companies and § 13 of the articles of association of the Company adopts as follows:
• • 1

The Ordinary General Meeting of the Company hereby appoints Mr. Jerzy Modrzejewski to the position of Chairman of the Ordinary General Meeting.

§ 2

1. The resolution was adopted by secret ballot.
2. This resolution comes into force upon adoption.

The number of shares on which valid votes were cast is 45 303 544. The percentage share of these shares in the share capital is 89.14%. The total number of valid votes is 45 303 544, including 45 303 544 votes "in favour", 0 votes "against" and 0 "abstentions".

Resolution No. 2

of the Ordinary General Meeting

of ZE PAK Spółka Akcyjna

seated in Konin of June 26, 2023

on: adoption of the agenda

The Ordinary General Meeting of ZE PAK Spółka Akcyjna ("Company" or "ZE PAK SA") adopts as follows:

• 1

The agenda of this Ordinary General Meeting is adopted in the following wording:

1. Opening of the Ordinary General Meeting.
2. Election of the Chairman of the Ordinary General Meeting.
3. Confirmation of the correctness of convening the Ordinary General Meeting and its capacity to adopt resolutions.
4. Adoption of the agenda.
5. Examination of the Management Board's Report from ZE PAK SA and ZE PAK SA Capital Group's

Operations in 2022.

1. Examination of the Standalone Financial Statements of ZE PAK SA for the financial year 2022.
2. Examination of the Consolidated Financial Statements of ZE PAK SA Capital Group for the financial year 2022.
3. Consideration of the report on the activities of the Supervisory Board of ZE PAK SA in 2022, including report on the results of the assessment of the Company's financial statements for the financial year 2022, the Management Board's report on the Company's operations in 2022 and the proposal of the Management Board regarding the distribution of net profit for 2022.
4. Adoption of resolutions on:
5. 1. approval of the Management Board's Report from ZE PAK SA and ZE PAK SA Capital Group's
      Operations in 2022,
   2. approval of the Standalone Financial Statements of ZE PAK SA for the financial year 2022,
   3. distribution of the net profit for 2022,
   4. approval of the Consolidated Financial Statements of ZE PAK SA Capital Group for the financial year 2022,
   5. approval of the annual Statement of Operations of the Supervisory Board of ZE PAK SA in 2022,
   6. granting a vote of acceptance to the members of the Management Board of the Company for performing their duties in 2022,
   7. granting a vote of acceptance to the members of the Supervisory Board of the Company for performing their duties in 2022,
6. Adoption of a resolution regarding the opinion on the Report on the remuneration of Members of the Management Board and Supervisory Board of ZE PAK SA for 2022.
7. Adoption of a resolution on expressing consent to perform activities related to the construction of a 600MW gas-steam unit with accompanying infrastructure on the site of the former Adamów Power Plant ("Project") aimed, among others, at sale of assets of ZE PAK SA, including real estate and perpetual usufruct rights to real estate located in the Turek Commune, Turek County, Wielkopolskie Voivodeship to PAK CCGT sp. z o.o. based in Konin.
8. Changes in the Supervisory Board of ZE PAK SA.
9. Closing the sessions.

§ 2

This resolution comes into force upon adoption.

The number of shares on which valid votes were cast is 45 303 544. The percentage share of these shares in the share capital is 89.14%. The total number of valid votes is 45 303 544, including 45 303 544 votes "in favour", 0 votes "against" and 0 "abstentions".

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Resolution No. 3

of the Ordinary General Meeting

of ZE PAK Spółka Akcyjna

seated in Konin of June 26, 2023

on: approval of the Management Board's Report from ZE PAK SA and ZE PAK SA Capital Group's Operations in 2022

The Ordinary General Meeting of ZE PAK Spółka Akcyjna ("Company") acting on the basis of Article 395

• 2 item 1 of the Code of Commercial Companies and § 14 section 3 item 1 of the Articles of Association of the Company, adopts as follows:

§ 1

The Ordinary General Meeting, having examined the Management Board's Report from ZE PAK SA and ZE PAK SA Capital Group's Operations in 2022, taking account of the evaluation of this report made by the Supervisory Board of the Company, decides to approve the Management Board's Report from ZE PAK SA and ZE PAK SA Capital Group's Operations in 2022.

§ 2

This resolution comes into force upon adoption.

The number of shares on which valid votes were cast is 45 303 544. The percentage share of these shares in the share capital is 89.14%. The total number of valid votes is 45 303 544, including 45 303 544 votes "in favour", 0 votes "against" and 0 "abstentions".

Resolution No. 4

of the Ordinary General Meeting

of ZE PAK Spółka Akcyjna

seated in Konin of June 26, 2023

on: approval of the Standalone Financial Statements of ZE PAK SA for the financial year 2022

The Ordinary General Meeting of ZE PAK Spółka Akcyjna ("Company") acting on the basis of Article 395

• 2 item 1 of the Code of Commercial Companies and § 14 section 3 item 1 of the Articles of Association of the Company, adopts as follows:

§ 1

The Ordinary General Meeting, after considering the financial statements of ZE PAK Spółka Akcyjna for the year ended December 31, 2022, including:

1. introduction to the financial statement and additional information and explanations;
2. the balance sheet prepared as at December 31, 2022, which on the assets and liabilities side shows the amount of PLN 2 784 643 123.61 PLN (in words: two billion seven hundred and eighty four million six hundred and forty three thousand one hundred and twenty three zlotys, 61/100);
3. profit and loss account for the period from January 1, 2022 to December 31, 2022 showing a net profit in the amount of PLN 543 584 448.78 (in words: five hundred and forty three million five hundred and eighty four thousand four hundred and forty eight zlotys, 78/100);
4. a statement of changes in equity for the period from January 1, 2022 to December 31, 2022 showing an increase in equity by the amount of PLN 543 584 448.78 PLN (in words: five hundred

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and forty three million five hundred and eighty four thousand four hundred and forty eight zlotys, 78/100);

1. cash flow statement for the period from January 1, 2022 to December 31, 2022, showing an increase in cash within the financial year by the net amount of PLN 809 268 939.23 PLN (in words: eight hundred and nine million two hundred and sixty eight thousand nine hundred and thirty nine zlotys, 23/100);

and having read the report and the opinion of an independent certified auditor acting on behalf of the audit firm PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. from the examination of this report, decides to approve the financial statements of ZE PAK Spółka Akcyjna for the year ended December 31, 2022.

§ 2

This resolution comes into force upon adoption.

The number of shares on which valid votes were cast is 45 303 544. The percentage share of these shares in the share capital is 89.14%. The total number of valid votes is 45 303 544, including 45 303 544 votes "in favour", 0 votes "against" and 0 "abstentions".

Resolution No. 5

of the Ordinary General Meeting

of ZE PAK Spółka Akcyjna

seated in Konin of June 26, 2023

on: distribution of the net profit for 2022

The Ordinary General Meeting of ZE PAK Spółka Akcyjna ("Company") acting on the basis of article 395

• 2 item 2 of the Code of Commercial Companies and § 14 section 3 item 2 of the Articles of Association of the Company, adopts as follows:

§ 1

The Ordinary General Meeting decides to distribute the net profit for 2022 in the amount of PLN 543 584

448.78 (in words: five hundred and forty three million five hundred and eighty four thousand four hundred and forty eight zlotys, 78/100), to be used to cover losses from previous years.

§ 2

This resolution comes into force upon adoption.

The number of shares on which valid votes were cast is 45 303 544. The percentage share of these shares in the share capital is 89.14%. The total number of valid votes is 45 303 544, including 45 303 544 votes "in favour", 0 votes "against" and 0 "abstentions".

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Resolution No. 6

of the Ordinary General Meeting

of ZE PAK Spółka Akcyjna

seated in Konin of June 26, 2023

on: approval of the Consolidated Financial Statements of ZE PAK SA Capital Group for the financial year 2022

The Ordinary General Meeting of ZE PAK Spółka Akcyjna ("Company") acting on the basis of article 55 and 63c section 4 of the Act of 29 September 1994 on Accounting (JoL of 2023 pos. 120) adopts as follows:

§ 1

The Ordinary General Meeting after consideration of the consolidated financial statements of the Capital Group of ZE PAK Spółka Akcyjna for the year ended December 31, 2022, including:

1. consolidated statement of financial situation as at December 31, 2022, which on the assets and liabilities side shows the amount of PLN 4 539 455 000 (in words: four billion five hundred and thirty nine million four hundred and fifty five thousand zlotys),
2. consolidated profit and loss account for the year ended December 31, 2022 showing a profit in the amount of PLN 215 380 000 (in words: two hundred and fifteen million three hundred and eighty thousand zlotys),
3. consolidated statement of comprehensive income for the year ended December 31, 2022 showing a total loss in the amount of PLN 215 989 000 (in words: two hundred and fifteen million nine hundred and eighty nine thousand zlotys),
4. consolidated statement of changes in equity for the year ended December 31, 2022 showing an increase in equity by PLN 690 267 000 PLN (in words: six hundred and ninety million two hundred and sixty seven thousand zlotys),
5. consolidated cash flow statement for the year ended December 31, 2022 showing an increase in net cash balance by PLN 956 080 000 (in words: nine hundred and fifty six million eighty thousand zlotys),
6. additional information;

and having read the report and the opinion of an independent certified auditor acting on behalf of the auditing company PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. from the audit of this report, decides to approve the consolidated financial statements of the Capital Group of ZE PAK SA for the year ended December 31, 2022.

§ 2

This resolution comes into force upon adoption.

The number of shares on which valid votes were cast is 45 303 544. The percentage share of these shares in the share capital is 89.14%. The total number of valid votes is 45 303 544, including 45 303 544 votes "in favour", 0 votes "against" and 0 "abstentions".

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