AGM Information • May 4, 2023
AGM Information
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From: KI Chemistry S.à r.l. 11 rue Aldringen, L-1118 Luxembourg
To: Management Board of CIECH S.A. Wspólna 62, 00-684 Warsaw
On behalf of KI Chemistry S.à r.l. (Société à responsabilité limitée) with its registered office in Luxembourg, address: 11 rue Aldringen, L-1118 Luxembourg, Grand Duchy of Luxembourg, registered in the Register of Commerce and Companies (Registre de Commerce et des Sociétés) under No. B133556 (the "Shareholder"),
being a shareholder of CIECH S.A., a joint-stock company with its registered office in Warsaw, Wspólna 62, 00-684 Warsaw, registered in the Register of Business Entities of the National Court Register by the District Court for the capital city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register under KRS number 0000011687 (the "Company") holding 30,681,904 (thirty million six hundred and eighty-one nine hundred and four) shares constituting 58.22% of the Company's share capital, carrying 30,681,904 (thirty million six hundred and eighty-one nine hundred and four) votes at the Company's general meeting representing 58.22% of the total number of votes at the Company's general meeting, i.e. representing more than one-twentieth of the Company's share capital,
in connection with the Company's convening of a General Meeting for 25 May 2023 (the "General Meeting"), pursuant to Article 401 § 1 of the Law of September 15, 2000. – Code of Commercial Companies, I hereby request that the following item be added to the agenda of this General Meeting after item 17 and before item 18:
"Adopting resolutions on amendments to the CIECH S.A.'s articles of association"
The Shareholder believes that the proposed arrangement will enhance the Supervisory Board's supervision over the Management Board which manages the Company's affairs. The proposed arrangement does not identify by name the preferred shareholder, but merely uses the criteria of the number of shares held, making the arrangement objective and capable of constituting a permanent rule, irrespective of the ownership structure of the Company at a particular time.
The Shareholder also believes that, that the proposed amendment will ensure that resolutions of the general meeting will be passed in the presence of the Company's significant shareholders, thereby excluding the possibility that they will be passed by an incidentally assembled minority, and thereby will strengthen the influence of the significant shareholders in the Company's decision making process. In the Shareholder's opinion ensuring stability in the exercise of ownership rights by the Company's shareholders should be in the Company's own interest.
Dokument podpisany przez ROBERT WOŹNIAK Data: 2023.05.04 15:38:15 CEST
Robert Woźniak Manager A
Digitally signed by ANDRZEJ PRUSKI Date: 2023.05.04 13:28:05 CEST
Andrzej Pruski Manager B
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