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Arctic Paper S.A.

Pre-Annual General Meeting Information May 25, 2022

5506_rns_2022-05-25_6edaf31c-5ff1-4bca-bfec-534991f58f9f.pdf

Pre-Annual General Meeting Information

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DRAFTS OF THE RESOLUTIONS:

Secret ballot

RESOLUTION No. 1/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: appointment of the Chairman of the Ordinary Shareholders Meeting

Acting pursuant to art. 409 § 1 of the Commercial Companies Code and pursuant to article 3 section 1 of the Rules of the Shareholders Meeting of Arctic Paper S.A., the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution (hereinafter the "Resolution"):

§ 1 [●] is appointed as the Chairman of the Ordinary Shareholders Meeting.

§ 2 The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 1/2022:

Pursuant to art. 409 § 1 of the Commercial Companies Code, the Chairman of the Shareholders Meeting is elected from among the persons entitled to participate in the Ordinary Shareholders Meeting. According to point 3.1. of the Rules of the Shareholders Meeting of Arctic Paper S.A., the person opening the Shareholders Meeting immediately orders the election, in a secret ballot, of the Chairman of the Shareholders Meeting. The Chairman of the Shareholders Meeting is elected from among participants with the right to vote.

Therefore, adopting a resolution is of procedural nature and is necessary for the proper organization and course of the Shareholders Meeting.

RESOLUTION No. 2/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: adoption of the agenda of the Shareholders Meeting

§ 1

Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following agenda of the Shareholders Meeting of the Company, made public in accordance with art. 4022 of the Commercial Companies Code,:

    1. Opening the meeting and electing the Chairman of the Ordinary Shareholders Meeting;
    1. Confirming that the Shareholders Meeting was convened correctly and is able to adopt resolutions;
    1. Adopting the agenda;
    1. Adopting a resolution on non-appointment of a Returning Committee of the Shareholders Meeting;
    1. Adopting a resolution on the consideration and approval of the Management Board's report on the operations of the Company for the financial year 2021;
    1. Adopting a resolution on the consideration and approval of the Company's financial statement for the financial year 2021;
    1. Adoption of resolutions on consideration and approval of:

a) the Management Board's report on the operations of the Arctic Paper S.A. Capital Group for the financial year 2021;

b) consolidated financial statement of the Arctic Paper S.A. Capital Group along with non-financial information of the Arctic Paper S.A. Capital Group for the financial year 2021.

    1. Introduction of the Supervisory Board's assessment of the Company's financial statement and the consolidated financial statement of the Arctic Paper S.A. Capital Group and the Management Board's report on the Company's operations and the Management Board's report on the operations of the Arctic Paper S.A. Capital Group. for the financial year 2021;
    1. Consideration and approval of the report on the activities of the Supervisory Board of the Company for the financial year 2021;

    1. Adopting a resolution on the distribution of the Company's net profit for the financial year 2021;
    1. Adoption of resolutions on the acknowledgment of performance of duties by the Management Board Members in the financial year 2021;
    1. Adoption of resolutions on the acknowledgment of performance of duties by the Supervisory Board Members in the financial year 2021;
    1. Introduction to the content of the Remuneration Report of Members of the Management Board and Supervisory Board of Arctic Paper S.A. for the year 2021 together with the Independent Auditor's Report on the performance of the remuneration report evaluation service;
    1. Adoption of a resolution on issuing an opinion on the Remuneration Report of Members of the Management Board and Supervisory Board of Arctic Paper S.A. for the year 2021;
    1. Adoption of a resolution on establishing the rules and amount of remuneration for members of the Supervisory Board;
    1. Adoption of a resolution on the adoption of the "Diversity Policy of Management Board and Supervisory Board of Arctic Paper S.A.";
    1. Closing the meeting.

§ 2

The Resolution shall become effective upon adoption hereof.

Grounds to the draft resolution OSM No. 2/2022:

Pursuant to Art. 409 § 2 of the Commercial Companies Code and point 8.3 of the Rules of the Shareholders Meeting of Arctic Paper S.A. the Chairman of the Shareholders Meeting manages the course of the Shareholders Meeting in accordance with the adopted agenda. He may not, without the consent of the Shareholders Meeting, remove or change the order of items on the agenda.

Therefore, adopting a resolution is of procedural nature and is necessary for the proper organization of the Shareholders Meeting.

RESOLUTION No. 3/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: waiving the appointment of the Scrutiny Committee of the Shareholders Meeting

The Shareholders Meeting of of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą("Company") hereby adopted the following resolution (hereinafter the "Resolution"):

§ 1

It is resolved to waive the appointment of the Scrutiny Committee while entrusting the Chairman of the Meeting with the Committee's duties in respect of the vote count.

§ 2

The Resolution shall become effective upon adoption hereof.

Grounds to the draft resolution OSM No. 3/2022:

Pursuant to point 12.4 of the Rules of the Shareholders Meeting of Arctic Paper S.A. voting may take place using the electronic cards method, and the votes do not have to be counted by Scrutiny Committee. Therefore, adopting a resolution is of procedural nature and is necessary for the proper organization of the General Meeting.

RESOLUTION No. 4/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: consideration and approval of the Management Board's report on the operations of the Company for the financial year 2021

Acting pursuant to art. 393 item 1 and art. 395 § 2 item 1 of the Commercial Companies Code and pursuant to art. 18 section 1 item a) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting, after consideration of the Management Board's report on the Company's operations in the financial year 2021, decided to approve the same.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 4/2022:

Pursuant to article 393 §1 and article 395 §2 point 1 of the Commercial Companies Code consideration and approval of the Management Board's report on the operations of Arctic Paper S.A. for the financial year 2021 is subject to consideration and approval by the Shareholders General Meeting.

Supervisory Board of Arctic Paper S.A. by resolution no. 1/03/2022 of March 22, 2022, positively assessed the above-mentioned report as prepared in accordance with the applicable regulations and compliant with the books, documents and the actual state of affairs.

Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting in order to approve the Management Board's report on the activities of Arctic Paper S.A.

RESOLUTION No. 5/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: consideration and approval of the Company's financial statement for the financial year 2021

Acting pursuant to art. 393 item 1 and art. 395 § 2 item 1 of the Commercial Companies Code and pursuant to art. 18 section 1 item a) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting, after consideration of the financial statements of the Company comprising introduction, statement of financial position, statement of profit and loss, statement of total comprehensive income, statement of changes in equity, statement of cash flow and additional explanatory notes for the financial year 2021, decided to approve the same.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 5/2022:

Pursuant to article 393 §1 and article 395 §2 point 1 of the Commercial Companies Code consideration and approval of the standalone financial statement of Arctic Paper S.A. for the financial year 2021 is subject to consideration and approval by the Shareholders Meeting.

Supervisory Board of Arctic Paper S.A. by resolution no. 1/03/2022 of March 22, 2022, positively assessed the above-mentioned report as being correctly prepared in terms of content and form, compliant with the books and documents as well as with the actual state, and accurately reflecting the financial result and the financial situation of the Company in the financial year 2021.

Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting in order to approve the standalone financial statement of Arctic Paper S.A.

RESOLUTION No. 6/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: consideration and approval of the Management Board's report on the operations of the Arctic Paper S.A. Capital Group for the financial year 2021

Acting pursuant to art. 393 item 1 and art. 395 § 2 item 1 and art. 395 § 5 of the Commercial Companies Code, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting, after consideration of the of the Management Board's report on the operations of the Arctic Paper S.A. Capital Group for the financial year 2021, decided to approve the same.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 6/2022:

Pursuant to article 393 §1 and article. 395 §2 point 1 and article 395 §5 of the Commercial Companies Code consideration and approval of the Management Board's report on the operations of the Arctic Paper S.A. Capital Group for the financial year 2021 is subject to consideration and approval by the Shareholders Meeting.

Supervisory Board of Arctic Paper S.A. by Resolution No. 1/03/2022 of March 22, 2022, positively assessed the above-mentioned report as prepared in accordance with the applicable regulations on activity reports and compliant with the books, documents and the actual state of affairs. Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting in order to approve the Management Board's report on the operations of the Arctic Paper S.A. Capital Group.

RESOLUTION No. 7/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: consideration and approval of consolidated financial statement of the Arctic Paper S.A. Capital Group along with non-financial information of the Arctic Paper S.A. Capital Group for the financial year 2021

Acting pursuant to art. 393 item 1 and art. 395 § 2 item 1 and art. 395 § 5 of the Commercial Companies Code, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting, after consideration of consolidated financial statement of the Arctic Paper S.A. Capital Group along with non-financial information of the Arctic Paper S.A. Capital Group for the financial year 2021, decided to approve the same.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 7/2022:

Pursuant to art. 393 §1 and art. 395 §2 point 1 and art. 395 §5 of the Commercial Companies Code review and approval of the consolidated financial statement of the Arctic Paper S.A. Capital Group for the financial year 2021 is subject to consideration and approval by the Shareholders Meeting.

Supervisory Board of Arctic Paper S.A. by resolution no. 1/03/2022 of March 22, 2022, positively assessed the above-mentioned report as being correctly prepared in terms of content and form, compliant with the books and documents as well as with the actual state, and accurately reflecting the financial result and the financial situation of the Company in the financial year 2021.

Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting in order to approve the consolidated financial statement of the Arctic Paper S.A. Capital Group.

RESOLUTION No. 8/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: Consideration and approval of the report on the activities of the Supervisory Board of the Company for the financial year 2021

Acting pursuant to art. 382 §3 of the Commercial Companies Code and art. 15 section 2 of the of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting, after consideration of the report on the activities of the Supervisory Board of the Company for the financial year 2021, decided to approve the same.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 8/2022:

Pursuant to art. 382 §3 of the Commercial Companies Code and point 15.2 of the Articles of Association, the Supervisory Board submits to the Shareholders meeting an annual written report on the results of the assessment of financial statements in terms of their compliance with the books and documents, as well as with the actual state of affairs, and the management board's motions regarding the distribution of profit or coverage of loss.

Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting in order to approve the Report on the activities of the Supervisory Board of Arctic Paper S.A.

RESOLUTION No. 9/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: the distribution of the Company's net profit for the financial year 2021

Acting pursuant to art. 395 § 2 item 2 of the Commercial Companies Code and pursuant to art. 18 section 1 item c) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting of the Company after consideration of Management Board request decided to accept the payment of dividend from the net profit of 2021 and net profits from past years accumulated on the other reserves in the amount of PLN 27,715,113.20 (in words twenty seven million seven hundred and fifteen thousand one hundred and thirteen zloty 20/100). Dividend per share will amount PLN 0,40 gross (in words: forty cents).

§ 2

The dividend day is 30th of June 2022 and dividend payment date is 8th of July 2022.

§ 3

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 9/2022:

On February 17th, 2022, in the current report no. 3/2022, the Management Board of Arctic Paper S.A. informed about the intention to recommend to the Shareholders Meeting of the Company the payment of dividend in the amount of PLN 0.40 gross per share. On April 20th, 2022, the Management Board of the Company informed in the current report no. 5/2022 about the adoption by the Supervisory Board of the Company of a resolution approving the submission to the Shareholders Meeting of the recommendation of the Management Board of the Company regarding the payment of dividend to shareholders. Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting in order to approve the recommended profit distribution.

Secret ballot

Strona 10

RESOLUTION No. 10/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: acknowledgment of performance of duties by a Management Board Member

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2021 to Mr. Michał Jarczyński, in connection with the performance of the function of the President of the Management Board of the Company in the period from January 1st , 2021 until December 31st, 2021.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 10/2022:

The subject of the Shareholders Meeting is to acknowledge the fulfillment of duties by members of the company's governing bodies. Supervisory Board of Arctic Paper S.A. , after analyzing and assessing the standalone and consolidated financial statement and the report on the activities of the Company and the Capital Group, recommends the Shareholders Meeting of the Company to grant a vote of approval for the performance of duties in the financial year 2021 to Mr. Michał Jarczyński.

Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting for the purpose of granting a vote of approval.

RESOLUTION No. 11/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: acknowledgment of performance of duties by a Management Board Member

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2021 to Mr. Göran Eklund, in connection with the performance of the function of the Member of the Management Board of the Company in the period from January 1st , 2021 until December 31st, 2021.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 11/2022:

The subject of the Shareholders Meeting is to acknowledge the fulfillment of duties by members of the company's governing bodies. Supervisory Board of Arctic Paper S.A. , after analyzing and assessing the standalone and consolidated financial statement and the report on the activities of the Company and the Capital Group, recommends the Shareholders Meeting of the Company to grant a vote of approval for the performance of duties in the financial year 2021 to Mr. Göran Eklund.

Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting for the purpose of granting a vote of approval.

RESOLUTION No. 12/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: acknowledgment of performance of duties by a Supervisory Board Member

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2021 to Mr. Per Lundeen, in connection with the performance of the function of the Chairman of the Supervisory Board of the Company in the period from January 1st , 2021 until December 31st, 2021.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 12/2022:

RESOLUTION No. 13/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: acknowledgment of performance of duties by a Supervisory Board Member

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company")hereby adopted the following resolution (hereinafter the "Resolution"):

§ 1

The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2021 to Mr. Thomas Onstad, in connection with the performance of the function of the Member of the Supervisory Board of the Company in the period from January 1st , 2021 until December 31st, 2021.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 13/2022:

RESOLUTION No. 14/2022

of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: acknowledgment of performance of duties by a Supervisory Board Member

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2021 to Mr. Roger Mattsson, in connection with the performance of the function of the Member of the Supervisory Board of the Company in the period from January 1st , 2021 until December 31st, 2021.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 14/2022:

RESOLUTION No. 15/2022 of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: acknowledgment of performance of duties by a Supervisory Board Member

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company")hereby adopts the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2021 to Mrs. Dorota Raben, in connection with the performance of the function of the Member of the Supervisory Board of the Company in the period from January 1st , 2021 until June 22nd, 2021.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 15/2022:

RESOLUTION No. 16/2022

of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: acknowledgment of performance of duties by a Supervisory Board Member

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2021 to Mr. Mariusz Grendowicz, in connection with the performance of the function of the Member of the Supervisory Board of the Company in the period from January 1st , 2021 until June 22nd, 2021.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 16/2022:

RESOLUTION No. 17/2022

of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: acknowledgment of performance of duties by a Supervisory Board Member

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2021 to Mrs. Zofia Dzik, in connection with the performance of the function of the Member of the Supervisory Board of the Company in the period from June 22nd, 2021 until December 31st, 2021.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 17/2022:

RESOLUTION No. 18/2022

of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: acknowledgment of performance of duties by a Supervisory Board Member

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):

§ 1

The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2021 to Mrs. Anna Jakubowski, in connection with the performance of the function of the Member of the Supervisory Board of the Company in the period from June 22nd, 2021 until December 31st, 2021.

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 18/2022:

RESOLUTION No. 19/2022

of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: adoption of a resolution on issuing an opinion on the "Remuneration report of Members of the Management Board and Supervisory Board of Arctic Paper S.A. for the year 2021"

Acting pursuant to art. 90g section 1 and section 6 of the Act of July 29, 2005 on public offering and the conditions for introducing financial instruments to an organized trading system and on public companies (Journal of Laws of 2019, item 623, as amended), the Shareholders Meeting of Arctic Paper S.A. based in Kostrzyn nad Odrą ("Company") hereby adopts the following resolution (hereinafter: the "Resolution"):

§ 1

The Shareholders Meeting of the Company gives a positive opinion on the "Remuneration report of Members of the Management Board and Supervisory Board of Arctic Paper S.A. for the year 2021".

§ 2

The resolution shall become effective in the date of adoption hereof.

Grounds to the draft resolution OSM No. 19/2022:

On 31 August 2020 by resolution no. 18/2020 the Shareholders Meeting of Arctic Paper S.A. has approved "Remuneration Policy for the Members of the Management Board and Supervisory Board of Arctic Paper S.A."

In accordance with Art. 7.1 of the Policy, the Supervisory Board shall annually prepare a Remuneration Report in order to provide the Shareholders Meeting with an information on the remuneration received in the preceding financial year by the Management Board and the Supervisory Board of the Company. The report is reviewed by the auditor. Report of the independent auditor on the performance of the service giving reasonable assurance for the assessment of the remuneration report is attached to current report no 8/2022 – "Contents of the draft resolutions of the Ordinary Shareholders Meeting dated June 22, 2022, attachment no.2".

The Supervisory Board has prepared a remuneration report for year 2021. Pursuant to Art. 90 g item 6 of the Act on public offering and the conditions for introducing financial instruments to an organized trading system and on public companies, the Shareholders Meeting adopts a resolution on the remuneration report. The resolution is of an advisory nature.

In 2021, the Company did not apply deviations from the Remuneration Policy, deviations from its temporary application, or deviations from the procedure for implementing the Policy.

RESOLUTION No. 20/2022

of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: establishing the rules and amount of remuneration for members of the Supervisory Board

Acting pursuant to point 6 item 3 of Bylaws of Supervisory Board of Arctic Paper S.A. and art. 392 of the Commercial Companies Code, the Shareholders Meeting of Arctic Paper S.A. based in Kostrzyn nad Odrą ("Company") hereby adopts the following resolution (hereinafter: the "Resolution"):

§ 1

The following monthly remuneration of the members of the Supervisory Board of Arctic Paper S.A. shall be fixed:

  • 1) Chairman of the Supervisory Board 23,000.00 zł(in words: twenty three thousand złotych) gross,
  • 2) Member of the Supervisory Board 11,500.00 zł(in words: eleven thousand five hundred złotych) gross,
  • 3) Member of the Supervisory Board (including the Chairman of the Supervisory Board) for sitting on each of the committees of the Supervisory Board – 2,900.00 zł (in words: two thousand nine hundred złotych) gross.

§ 2

  • 1) The remuneration shall be paid in arrears by the 10th day of the month directly following the month to which the remuneration applies.
  • 2) The remuneration is calculated pro rata to the number of days in office in the case when the appointment or the recall occurred during the calendar month.
  • 3) The remuneration of the Supervisory Board member (including the Chairman of the Supervisory Board) is charged to the operating expenses of the Company. The Company also incurs other costs related to the performance of duties by the Supervisory Board members (including the Chairman of the Supervisory Board).

§ 3

The Resolution shall become effective upon adoption hereof.

Grounds to the draft resolution OSM No. 20/2022:

The change in the amount of remuneration of the members of the Supervisory Board results from a significantly greater scope of duties related to the activities of the members of the Supervisory Board involved in the work of the Supervisory Board. In connection with the above, it is necessary to submit this draft resolution to the Shareholders Meeting.

Open ballot

RESOLUTION No. 21/2022

of the Ordinary Shareholders Meeting of Arctic Paper S.A. of June 22nd, 2022

regarding: the adoption of the "Diversity Policy of Management Board and Supervisory Board of Arctic Paper S.A."

Acting pursuant to rule 2.1 of the "Best Practices of GPW Listed Companies" adopted by resolution No. 13/1834/2021 dated 29th March 2021 of the Supervisory Board of the Warsaw Stock Exchange, the Shareholders Meeting of Arctic Paper S.A. based in Kostrzyn nad Odrą ("Company") hereby adopts the following resolution (hereinafter: the "Resolution"):

The General Meeting of the Company adopts the "Diversity Policy of the Management Board and Supervisory Board of Arctic Paper S.A." as follows and introduces it to be used in Arctic Paper S.A.

"Diversity Policy of Management Board and Supervisory Board of Arctic Paper S.A.

I. INTRODUCTION

1.1. Objectives of the Policy

At Arctic Paper, we believe that the diversity of our workforce is a strength that enables the organization to grow. In addition to the talent and competencies employees bring to the table, it is the diversity of gender, age, education or background, and therefore experience, that leads to greater openness, improved work or new solutions.

This Policy applies to the Management Board and the Supervisory Board of Arctic Paper S.A. The purpose of this policy is to govern the recruitment and election of members of the

Company's Management Board and Supervisory Board and to ensure non-discrimination and equal opportunities in the process.

The diversity policy regarding Arctic Paper employees is described in the document "Diversity Policy of Arctic Paper S.A. and Arctic Paper".

1.2. Scope of Application

This policy applies to the Management Board and the Supervisory Board of Arctic Paper S.A.

1.3. Definitions used in the Policy

Diversity: the characteristics of the persons employed relating to their differences, which may include the following aspects: gender, national and ethnic origin, religion, irreligiousness, world-view, degree and type of disability, state of health, age, sexual orientation or gender identity, family status, lifestyle, form of employment as well as other possible aspects.

II. IMPLEMENTATION OF THE DIVERSITY POLICY

This Policy applies in appointing the Members of the Management Board of Arctic Paper S.A. Supervisory Board of Arctic Paper S.A.

Candidates are evaluated in accordance with the principles of independence and merit and diversity criteria. We strive to ensure that the persons selected are of diverse educational background, experience, knowledge and skills, diverse gender and age.

The functions of members of the management and supervisory boards have been entrusted to specific persons, regardless of their gender, but according to the substantive preparation and experience of these persons. The composition of the Company's corporate bodies largely depends on the decisions of the Company's shareholders.

We are aiming for the share of women in the company's corporate bodies to be no lower than 30%. Therefore, this aspect will be respected in the future recruitment process.

III. OWNERSHIP OF THE POLICY

The owner of the Diversity Policy is the Management Board and Supervisory Board of Arctic Paper S.A.

The Diversity Policy is subject to approval by the General Meeting of Shareholders."

§ 2

The Resolution shall become effective upon adoption hereof.

Grounds to the draft resolution OSM No. 21/2022:

In accordance with rule No. 2.1 of the "Best Practices of WSE Listed Companies 2021" adopted by a resolution of the Supervisory Board of the Warsaw Stock Exchange S.A. 13/1834/2021 of March 29, 2021, the company should have a diversity policy towards the management board and the supervisory board, adopted respectively by the supervisory board or the general meeting. In connection with the above, it is necessary to submit this draft resolution to the Shareholders Meeting.

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