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RF - zal03_The_content_of_the_amended_and_new_provisions_of_the_Articles_of_Association_of_DINO_POLSKA_SA_OGM.pdf

Company: Dino Polska S.A. Date: 2025-07-18 Language: English Register to download
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**The content of the amended and new provisions of the Articles of Association of "DINO POLSKA" S.A. adopted by the Ordinary General Meeting of the Company on 16 June 2025 (resolutions 17/6/2025, 18/6/2025, 19/6/2025, and 20/6/2025) and registered by the court on 18 July 2025.**

## **§ 4(1) of the Company's Articles of Association is supplemented with the following new PKD (Polish Classification of Business Activities) codes:**

- 1) 18.12.Z Other printing;
- 2) 46.34.B Wholesale of non-alcoholic beverages;
- 3) 58.12.Z Publishing of newspapers;
- 4) 58.13.Z Publishing of magazines and other periodicals;
- 5) 58.19.Z Other publishing activities, excluding publishing in the field of software;
- 6) 60.20.Z Broadcasting of free-to-air and subscription television programs and distribution of video recordings;
- 7) 73.12.Z Advertising through mass media;
- 8) 73.20.Z Market and public opinion research;
- 9) 73.30.B Other public relations and communications activities;
- 10)74.20.Z Photographic activities;
- 11)82.20.Z Activities of call centers;
- 12)82.30.Z Activities related to the organization of trade fairs, exhibitions and congresses.

#### T**he existing § 4 section 1 of the Company's Articles of Association is amended to read as follows:**

"§ 4

1. The Company's line of business shall be:

- *1)* 10.11.Z Processing and preserving of meat, excluding poultry meat;
- *2)* 10.13.Z Manufacture of meat and poultry meat products;
- *3)* 10.85.Z Manufacture of prepared meals and dishes;
- *4)* 10.89.A Manufacture of dietary supplements;
- *5)* 10.89.B Manufacture of meat substitutes;
- *6)* 10.89.C Manufacture of vegetable substitutes for eggs, dairy and other dairy products, excluding beverages;
- *7)* 10.89.D Manufacture of other foodstuffs, excluding dietary supplements, meat substitutes, vegetable substitutes for eggs, dairy and other dairy products, not elsewhere classified;
- *8)* 11.01.Z Distilling, rectifying and blending of spirits;
- *9)* 11.02.Z Manufacture of wine from grape;
- *10)* 11.07.Z Manufacture of non-alcoholic beverages and bottled waters;
- *11)* 18.12.Z Other printing;
- *12)* 20.16.Z Manufacture of plastics in primary forms;
- *13)* 33.12.Z Repair and maintenance of machinery;
- *14)* 35.11.Z Generation of electricity from renewable sources;
- *15)* 35.12.A Wind energy;
- *16)* 35.12.B Solar energy;
- *17)* 35.12.C Geothermal energy;
- *18)* 35.12.D Biogas energy;
- *19)* 35.12.E Hydro energy;
- *20)* 35.12.F Generation of electricity from other renewable sources;
- *21)* 35.15.Z Trading in electricity;
- *22)* 35.16.Z Storage of electricity;
- *23)* 35.24.Z Storage of gaseous fuels as part of network supply;
- *24)* 35.40.Z The activities of brokers and agents in electricity and natural gas;
- *25)* 38.11.Z Collection of non-hazardous waste;
- *26)* 38.12.Z Collection of hazardous waste;
- *27)* 38.21.Z Recovery of raw materials;
- *28)* 38.22.Z Recovery of energy;
- *29)* 38.23.Z Other waste-related recovery;
- *30)* 38.31.Z Waste incineration without energy recovery;
- *31)* 38.32.Z Waste storage;
- *32)* 38.33.Z Other waste disposal;
- *33)* 41.00.A Construction of residential buildings;
- *34)* 41.00.B Construction of non-residential buildings;
- *35)* 42.11.Z Construction of roads and motorways;
- *36)* 42.12.Z Construction of railways and underground railways;
- *37)* 42.13.Z Construction of bridges and tunnels;
- *38)* 42.21.Z Construction of transmission pipelines and distribution networks;
- *39)* 42.22.Z Construction of utility projects for electricity and telecommunications;
- *40)* 42.91.Z Construction of water projects;
- *41)* 42.99.Z Construction of other civil engineering projects not elsewhere classified;
- *42)* 43.11.Z Demolition;
- *43)* 43.12.Z Site preparation;
- *44)* 43.13.Z Test drilling and boring;
- *45)* 43.21.Z Electrical installation;
- *46)* 43.22.Z Plumbing, heat and air-conditioning installation;
- *47)* 43.23.Z Installation of insulation;
- *48)* 43.24.Z Other construction installation;
- *49)* 43.35.Z Other finishing construction work;
- *50)* 43.41.Z Roof construction and roofing,
- *51)* 43.42.Z Other specialized construction works in the field of building construction;
- *52)* 43.50.Z Specialized civil engineering works;
- *53)* 43.60.Z Brokerage of specialized construction services;
- *54)* 43.91.Z Masonry work;
- *55)* 43.99.Z Other specialized construction activities not elsewhere classified;
- *56)* 46.11.A Activities of agents engaged in the wholesale of cereals and oilseeds;
- *57)* 46.11.B Activities of agents engaged in the wholesale of other agricultural crops, live animals, raw materials for the textile industry and semi-finished products;
- *58)* 46.12.Z Activities of agents engaged in the wholesale of fuels, ores, metals and industrial chemicals;
- *59)* 46.13.Z Activities of agents engaged in the wholesale of timber and building materials;
- *60)* 46.14.Z Activities of agents engaged in the wholesale of machinery, industrial equipment, ships and aircraft;
- *61)* 46.15.Z Activities of agents engaged in the wholesale of furniture, household goods and small metal products;
- *62)* 46.16.Z Activities of agents engaged in the wholesale of textiles, clothing, fur products, footwear and leather goods;
- *63)* 46.17.Z Activities of agents engaged in the wholesale of food, beverages and tobacco products;
- *64)* 46.18.Z Activities of agents engaged in the specialized wholesale of other goods;
- *65)* 46.19.Z Activities of agents engaged in non-specialized wholesale;
- *66)* 46.32.Z Wholesale of meat and meat products and fish and fish products;
- *67)* 46.34.A Wholesale of alcoholic beverages;
- *68)* 46.34.B Wholesale of non-alcoholic beverages;
- *69)* 46.39.Z Non-specialized wholesale of food, beverages and tobacco products;
- *70)* 46.50.Z Wholesale of information and communication technology equipment;
- *71)* 46.87.Z Wholesale of waste and scrap;
- *72)* 47.11.Z Non-specialized retail sale with a predominance of food, beverages or tobacco products;
- *73)* 47.21.Z Retail sale of fruit and vegetables;
- *74)* 47.22.Z Retail sale of meat and meat products;
- *75)* 47.25.Z Retail sale of alcoholic and non-alcoholic beverages;
- *76)* 47.40.Z Retail sale of information and communication technology tools;
- *77)* 47.52.Z Retail sale of small metal products, building materials, paints and glass;
- *78)* 47.54.Z Retail sales of electric household equipment;
- *79)* 47.55.Z Retail sale of furniture, lighting equipment, tableware and other household goods;
- *80)* 47.63.Z Retail sale of sports equipment;
- *81)* 47.69.A Retail sale of musical instruments and sheet music;
- *82)* 47.69.B Retail sale of works of art;
- *83)* 47.69.C Retail sale of other cultural and recreation-related products, not elsewhere classified;
- *84)* 47.74.Z Retail sale of medical and orthopedic products;
- *85)* 47.76.A Retail sale of flowers, plants, seeds, fertilizers and plant protection products;
- *86)* 47.76.B Retail sale of live pets and pet food;
- *87)* 47.78.Z Retail sale of other new products;
- *88)* 47.91.Z Intermediation in non-specialized retail sales;
- *89)* 47.92.Z Intermediation in specialized retail sales;
- *90)* 49.41.Z Freight transport by road;
- *91)* 49.42.Z Removal services;
- *92)* 52.10.A Warehousing and storage of cereals and oilseeds;
- *93)* 52.10.B Operation of warehousing and storage facilities for other goods;
- *94)* 52.21.A Roadside assistance;
- *95)* 52.21.C Other service activities supporting land transportation;
- *96)* 52.24.C Cargo handling in other reloading points;
- *97)* 52.25.Z Logistics activities;
- *98)* 52.26.Z Other service activities supporting transportation;
- *99)* 52.31.Z Intermediation in cargo transportation;
- *100)*52.32.Z Intermediation in passenger transportation;
- *101)*53.20.Z Other postal and courier activities;
- *102)*53.30.Z Intermediation in postal and courier services;
- *103)*55.40.Z Intermediation in accommodation;
- *104)*55.90.Z Other accommodation;
- *105)*58.12.Z Publishing of newspapers;
- *106)*58.13.Z Publishing of magazines and other periodicals;
- *107)*58.19.Z Other publishing activities, excluding publishing in the field of software;
- *108)*59.20.Z Sound recording and music publishing activities;
- *109)*60.20.Z Broadcasting of free-to-air and subscription television programs and distribution of video recordings;
- *110)*61.20.Z Telecommunications resale activities and telecommunications intermediation;
- *111)*62.10.A Computer game programming activities;
- *112)*62.10.B Other programming activities;
- *113)*62.20.A Cyber security activities;
- *114)*62.20.B Other activities related to information technology consulting and management of information technology equipment;
- *115)*62.90.Z Other information technology and computer service activities;
- *116)*63.10.D Other service activities in computing infrastructure, data processing, website management (hosting) and related activities;
- *117)*63.92.Z Other information service activities;
- *118)*64.21.Z Activities of holding companies;
- *119)*64.22.Z Activities of companies raising financing for other entities;
- *120)*64.31.Z Activities of money market funds and investment funds that are not money market funds;
- *121)*64.32.Z Activities of trust institutions;
- *122)*64.92.B Other forms of lending, not elsewhere classified;
- *123)*64.99.Z Other financial service activities, excluding insurance and pension funds, not elsewhere classified;
- *124)*68.11.Z Buying and selling of own real estate;
- *125)*68.12.A Development of residential building projects;
- *126)*68.12.B Development of non-residential building projects;
- *127)*68.12.C Implementation of other construction projects;
- *128)*68.20.Z Renting and operating of own or leased real estate;
- *129)*68.32.B Real estate management activities performed on a fee-for-service basis;
- *130)*68.32.C Other real estate activities performed on a fee-for-service basis, not elsewhere classified;
- *131)*69.20.A Accounting and bookkeeping activities;
- *132)*69.20.B Tax consulting;
- *133)*69.20.C Financial auditing activities;
- *134)*70.10.A Head office activities;
- *135)*70.10.B Activities of shared service centers;
- *136)*70.20.Z Business and other management consulting;
- *137)*71.11.Z Architectural activities;
- *138)*71.12.A Surveying and mapping activities;
- *139)*71.12.B Other engineering activities and related technical consulting;
- *140)*73.12.Z Advertising through mass media;
- *141)*73.20.Z Market and public opinion research;
- *142)*73.30.B Other public relations and communications activities;
- *143)*74.11.Z Industrial and fashion design activities;
- *144)*74.12.Z Graphic design and visual communication activities;
- *145)*74.13.Z Interior design activities;
- *146)*74.14.Z Other specialized design activities;
- *147)*74.20.Z Photographic activities;
- *148)*74.91.Z Activities of patent attorneys and marketing activities;
- *149)*74.99.Z All other professional, scientific and technical activities not elsewhere classified;
- *150)*77.11.Z Lending and leasing passenger cars and light motor vehicles, including motorcycles;
- *151)*77.12.Z Lending and leasing trucks;
- *152)*77.21.Z Lending and leasing recreational and sporting equipment;
- *153)*77.22.Z Lending and leasing other articles for personal and household use;
- *154)*77.40.A Internet domain name leasing and registration activities;
- *155)*77.40.B Other leasing of intellectual property and similar products, excluding works protected by copyright;
- *156)*77.51.Z Intermediation in lending and leasing cars, motorhomes and trailers;
- *157)*77.52.Z Intermediation in lending and leasing other tangible and non-financial intangible assets;
- *158)*79.11.Z Activities of travel agents;
- *159)*79.12.Z Tour operator activities;
- *160)*80.09.Z Security activities, not elsewhere classified;
- *161)*81.10.Z Combined facilities support activities;
- *162)*81.22.B Other cleaning of buildings and industrial facilities, not elsewhere classified;
- *163)*82.20.Z Activities of call centers;
- *164)*82.30.Z Activities related to the organization of trade fairs, exhibitions and congresses;
- *165)*82.40.Z Intermediation in business support activities, not elsewhere classified;
- *166)*82.91.Z Activities of collection agencies and credit bureaus;

*167)*82.99.A Community financing for business ventures;

- *168)*82.99.B Business support activities, not elsewhere classified;
- *169)*85.61.Z Intermediation in courses and tutoring;
- *170)*86.97.Z Intermediation related to medical, dental and other health care activities;
- *171)*87.91.Z Intermediation in social assistance with accommodation;
- *172)*90.31.A Activities of cultural centers, clubs and community centers;
- *173)*90.31.B Activities of other cultural facilities;
- *174)*91.30.Z Preservation and renovation activities and other support activities for cultural heritage;
- *175)*94.99.Z Activity of other membership organizations elsewhere not classified;
- *176)*95.10.Z Repair and maintenance of computers and (tele)communications equipment;
- *177)*95.40.Z Intermediation in the repair and maintenance of computers, personal and household goods and motor vehicles, including motorcycles;
- *178)*96.40.Z Intermediation in individual services."

#### T**he existing § 5 section 1 of the Company's Articles of Association is amended to read as follows:**

"The share capital of the Company is PLN 9,804,000.00 (nine million, eight hundred and four thousand Polish zloty). The share capital is divided into 980,400,000 (nine hundred and eighty million, four hundred thousand) series A shares with the nominal value of PLN 0.01 (one grosz) each."

## **The existing § 17 section 1 item 6) of the Company's Articles of Association is amended to read as follows:**

"6) Selecting an audit firm to conduct an audit of the financial statements of the Company, audit the consolidated financial statements of the Company's group, and provide assurance on sustainability reporting."

#### **The existing § 17 section 5 of the Company's Articles of Association is amended to read as follows:**

"5. If, irrespective of all the Supervisory Board members being correctly notified of the meeting during which, according to the notification on convening of the meeting, a resolution on the matter referred to in section 3 is to be adopted, none of the Supervisory Board members referred to in §19 section 1 are present, the Chairperson of the Supervisory Board will immediately convene the next Supervisory Board meeting with an identical agenda for the date occurring no earlier than seven (7) days after the date of the first meeting, notifying the members of the Supervisory Board of the meeting. If, regardless of the meeting of the Supervisory Board being convened again, none of the members of the Supervisory Board referred to in §19 section 1 are presented at such meeting, the Supervisory Board will be free to adopt the resolution referred to in section 3."

## **The existing § 24 section 2 letter (a) of the Company's Articles of Association is amended to read as follows:**

"(a) monitoring the financial reporting process and sustainability reporting or group sustainability reporting, including with respect to their preparation and labeling in accordance with Article 63zc of the Accounting Act of 29 September 1994, and the process of identification by the Company of information presented in accordance with sustainability reporting standards within the meaning of Article 63p(2) of the Accounting Act of 29 September 1994;"

# **The existing § 24 section 2 letter (b) of the Company's Articles of Association is amended to read as follows:**

"(b) monitoring the effectiveness of internal control and risk management systems and internal audit, in particular with regard to financial reporting and sustainability reporting or group sustainability reporting, including their preparation and labeling in accordance with Article 63zc of the Accounting Act of 29 September 1994;"

## **The existing § 24 section 2 letter (c) of the Company's Articles of Association is amended to read as follows:**

"(c) monitoring the performance of financial audit activities, in particular performance of the audit or assurance of sustainability reporting by the audit firm, taking into consideration all the findings and conclusions of the Audit Supervision Commission referred to in the Statutory Auditor Act following from an inspection carried out in the audit firm;"

# **The existing § 24 section 2 letter (d) of the Company's Articles of Association is amended to read as follows:**

"(d) controlling and monitoring of the independence of the statutory auditor and audit firm, in particular if the audit firm provides the Company with non-audit services and assurance on sustainability reporting;"

#### **The existing § 24 section 2 letter (e) of the Company's Articles of Association is amended to read as follows:**

"(e) informing the Supervisory Board or other supervisory or controlling body of the Company of the results of the audit or assurance of sustainability reporting, and explaining how this audit or this assurance contributed to the reliability of the Company's financial reporting, sustainability reporting or group sustainability reporting, and what role the audit committee played in the audit or assurance process;"

## **The existing § 24 section 2 letter (g) of the Company's Articles of Association is amended to read as follows:**

"(g) developing a policy for selection of an audit firm to conduct audits of financial statements and policy for selection of an audit firm to conduct assurance of sustainability reporting;"

## **The existing § 24 section 2 letter (h) of the Company's Articles of Association is amended to read as follows:**

"(h) developing a policy for the provision of permitted services other than audit or assurance of sustainability reporting by the audit firm carrying out the audit of the financial statements or assurance of sustainability reporting, by related parties of such audit firm and by a member of the audit firm network;"

### **The existing § 24 section 2 letter (k) of the Company's Articles of Association is amended to read as follows:**

"(k) submitting recommendations aimed at ensuring reliability of the financial reporting, sustainability reporting or group sustainability reporting process in the Company."

#### **The existing § 24 section 3 of the Company's Articles of Association is amended to read as follows:**

"3. The Supervisory Board may also appoint other committees, in particular a nomination and remuneration committee or a committee for sustainability reporting, group sustainability reporting and assurance of such reporting, as referred to in Article 128(1b) of the Act on Statutory Auditors. The detailed tasks, the terms of appointment to and the operation of such committees will be set out in the by-laws of the Supervisory Board, if adopted. If a separate committee is established for sustainability reporting, group sustainability reporting and assurance of such reporting, it will perform the tasks set forth in paragraph 2 of this section for sustainability reporting, group sustainability reporting and assurance of sustainability reporting. In this case, the Audit Committee does not perform the tasks assigned to a separate committee."