Luxembourg, 6 April 2022
KI Chemistry S.à r.l. 11, rue Aldringen L-1118 Luxembourg Luxembourg
Management Board of Ciech S.A. Wspólna 62
00-682 Warsaw Poland
REQUEST TO PUT ITEMS ON THE AGENDA OF THE NEXT GENERAL MEETING
Acting on behalf of KI Chemistry S.à r.l., Luxembourg, address: 11, rue Aldringen, L-1118 Luxembourg, registered in the RCS Luxembourg (Registre de Commerce et des Societes) under number B 133556 (hereinafter referred to as the "Shareholder") – a shareholder of CIECH S.A. with its registered office in Warsaw (hereinafter referred to as the "Company"), representing in total more than one-twentieth of the total number of votes and the total number of shares in the Company, in connection with the convening by the Company for 28 April 2022 of an Annual General Meeting (hereinafter referred to as the "General Meeting"), pursuant to Article 401 of the Commercial Companies Code, I hereby request that the following item be added to the agenda of the General Meeting:
"Adoption of resolutions on granting individual awards to the Members of the Supervisory Board of CIECH S.A. for the period of holding the position falling within the years 2019-2021"
in order to award the indicated members of the Company's Supervisory Board with an additional remuneration referred to in § 5 section 7 of the Remuneration Policy for the Management Board and Supervisory Board Members of Ciech S.A. with its registered office in Warsaw, the amount of which shall be determined adequately to the period of performing the function by a given member of the Company's Supervisory Board in the years 2019-2021, according to the table below:
|
|
Date of |
Date of |
Number of |
Award (gross |
| Name |
Surname |
joining |
settlement |
months |
PLN) |
| Artur |
Olech |
01.01.2019 |
31.12.2021 |
36 |
1 000 000 |
| Marek |
Kośnik |
28.01.2019 |
31.12.2021 |
35 |
972 000 |
| Łukasz |
Rędziniak |
23.01.2020 |
31.12.2021 |
23 |
639 000 |
| Martin |
Laudenbach |
21.05.2020 |
31.12.2021 |
19 |
528 000 |
| Natalia |
Scherbakoff |
26.10.2021 |
31.12.2021 |
2 |
56 000 |
The granting of additional remuneration to the indicated Members of the Company's Supervisory Board is justified by the increased workload in 2019-2021, the implementation in the Company of the 2019-2021 strategy during this period, as well as satisfactory work results.
Enclosed please find draft resolutions regarding the proposed agenda of the General Meeting.
Robert Woźniak Frank Walenta Director A Director B
______________________ ___________________________
Schedules:
-
- Draft resolutions;
-
- Documents confirming the composition of the management body (representation) of KI Chemistry S.à r.l. with a sworn translation into Polish;
-
- Documents confirming the ownership of the Company's shares by the Shareholder.
DRAFT RESOLUTIONS
ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022
To the following agenda item:
"Adoption of resolutions on granting individual awards to the Members of the Supervisory Board of CIECH S.A. for the period of holding the position falling within the years 2019-2021"
RESOLUTION NO. ....... ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of ................................................ 2022
on granting an individual award to a Member of the Supervisory Board of CIECH S.A. – Ms. Natalia Scherbakoff for the period of holding the position within the year 2021
Pursuant to Article 392 § 1 of the Commercial Companies Code, § 18 letter (g) of the Statute of CIECH S.A., it is adopted as follows:
§ 1
-
- The Annual General Meeting of CIECH S.A., referring to § 5 section 7 of the Remuneration Policy for the Members of the Management Board and Supervisory Board of CIECH S.A. with its registered office in Warsaw, grants Ms. Natalia Scherbakoff, Member of the Supervisory Board of CIECH S.A., an individual award constituting additional remuneration in the gross amount of PLN 56 000.
-
- The remuneration referred to in section 1 shall be paid within 90 days of the date of passing this resolution.
-
- Upon a motion of the Supervisory Board Member, the remuneration may be paid in a currency other than PLN, in an amount equivalent to the remuneration in PLN, calculated at the average exchange rate announced by the National Bank of Poland on the day the motion for payment in another currency is submitted.
§ 2
on granting an individual award to a Member of the Supervisory Board of CIECH S.A. – Mr. Martin Laudenbach for the period of holding the position within the years 2020-2021
Pursuant to Article 392 § 1 of the Commercial Companies Code, § 18 letter (g) of the Statute of CIECH S.A., it is adopted as follows:
§ 1
-
- The Annual General Meeting of CIECH S.A., referring to § 5 section 7 of the Remuneration Policy for the Members of the Management Board and Supervisory Board of CIECH S.A. with its registered office in Warsaw, grants Mr. Martin Laudenbach, Member of the Supervisory Board of CIECH S.A., an individual award constituting additional remuneration in the gross amount of PLN 528 000.
-
- The remuneration referred to in section 1 shall be paid within 90 days of the date of passing this resolution.
-
- Upon a motion of the Supervisory Board Member, the remuneration may be paid in a currency other than PLN, in an amount equivalent to the remuneration in PLN, calculated at the average exchange rate announced by the National Bank of Poland on the day the motion for payment in another currency is submitted.
§ 2
on granting an individual award to a Member of the Supervisory Board of CIECH S.A. – Mr. Łukasz Rędziniak for the period of holding the position within the years 2020-2021
Pursuant to Article 392 § 1 of the Commercial Companies Code, § 18 letter (g) of the Statute of CIECH S.A., it is adopted as follows:
§ 1
-
- The Annual General Meeting of CIECH S.A., referring to § 5 section 7 of the Remuneration Policy for the Members of the Management Board and Supervisory Board of CIECH S.A. with its registered office in Warsaw, grants Mr. Łukasz Rędziniak, Member of the Supervisory Board of CIECH S.A., an individual award constituting additional remuneration in the gross amount of PLN 639 000.
-
- The remuneration referred to in section 1 shall be paid within 90 days of the date of passing this resolution.
-
- Upon a motion of the Supervisory Board Member, the remuneration may be paid in a currency other than PLN, in an amount equivalent to the remuneration in PLN, calculated at the average exchange rate announced by the National Bank of Poland on the day the motion for payment in another currency is submitted.
§ 2
on granting an individual award to a Member of the Supervisory Board of CIECH S.A. – Mr. Marek Kośnik for the period of holding the position within the years 2019-2021
Pursuant to Article 392 § 1 of the Commercial Companies Code, § 18 letter (g) of the Statute of CIECH S.A., it is adopted as follows:
§ 1
-
- The Annual General Meeting of CIECH S.A., referring to § 5 section 7 of the Remuneration Policy for the Members of the Management Board and Supervisory Board of CIECH S.A. with its registered office in Warsaw, grants Mr. Marek Kośnik, Member of the Supervisory Board of CIECH S.A. acting as Deputy Chairman of the Supervisory Board of CIECH S.A., an individual award constituting additional remuneration in the gross amount of PLN 972 000.
-
- The remuneration referred to in section 1 shall be paid within 90 days of the date of passing this resolution.
-
- Upon a motion of the Supervisory Board Member, the remuneration may be paid in a currency other than PLN, in an amount equivalent to the remuneration in PLN, calculated at the average exchange rate announced by the National Bank of Poland on the day the motion for payment in another currency is submitted.
§ 2
on granting an individual award to a Member of the Supervisory Board of CIECH S.A. – Mr. Artur Olech for the period of holding the position within the years 2019-2021
Pursuant to Article 392 § 1 of the Commercial Companies Code, § 18 letter (g) of the Statute of CIECH S.A., it is adopted as follows:
§ 1
-
- The Annual General Meeting of CIECH S.A., referring to § 5 section 7 of the Remuneration Policy for the Members of the Management Board and Supervisory Board of CIECH S.A. with its registered office in Warsaw, grants Mr. Artur Olech, Member of the Supervisory Board of CIECH S.A., an individual award constituting additional remuneration in the gross amount of PLN 1 000 000.
-
- The remuneration referred to in section 1 shall be paid within 90 days of the date of passing this resolution.
-
- Upon a motion of the Supervisory Board Member, the remuneration may be paid in a currency other than PLN, in an amount equivalent to the remuneration in PLN, calculated at the average exchange rate announced by the National Bank of Poland on the day the motion for payment in another currency is submitted.
§ 2