Dino Polska S.A.

AGM Information • May 20, 2025

Draft resolutions

to be adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A. held on 16 June 2025

The Management Board of DINO POLSKA S.A. (hereinafter: Company) hereby presents the wording of the draft resolutions forming the subject matter of the Company's Ordinary Shareholder Meeting convened to be held on 16 June 2025 at 10:00 a.m. in the Company's registered office, i.e. in Krotoszyn (63-700) at ul. Ostrowska 122.

Resolution No. 1/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

on electing the Chairperson of the Shareholder Meeting

§ 1

The Company's Ordinary Shareholder Meeting hereby resolves to elect Mr./Ms. […] to be the Chairperson of the Shareholder Meeting.

§ 2

This resolution shall enter into force upon its adoption.

Resolution No. 2/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

on accepting the agenda of the Shareholder Meeting

§ 1

The Company's Ordinary Shareholder Meeting hereby accepts the following agenda of the Shareholder Meeting:

• 1. Open the Shareholder Meeting.
• 1. Elect the Chairperson of the Shareholder Meeting.
• 1. Assert that the Shareholder Meeting has been convened correctly and is capable of adopting resolutions.
• 1. Adopt a resolution to accept the agenda of the Shareholder Meeting.
• 1. Examine the following documents submitted by the Management Board:
• − Management Board Activity Report for DINO POLSKA S.A. and the DINO POLSKA S.A. Group in 2024, including sustainability reporting of the DINO POLSKA S.A. Group for 2024,
• − the financial statements of DINO POLSKA S.A. for the year ended 31 December 2024,
• − consolidated financial statements of the DINO POLSKA S.A. Group for the year ended 31 December 2024,
• − the Management Board's motion on the distribution of the net profit in 2024.
• 1. Examine the following documents submitted by the Supervisory Board:
• − the annual report on the activity of the DINO POLSKA S.A. Supervisory Board in 2024,
• − the Report of the Supervisory Board of DINO POLSKA S.A. on the results of examining the Management Board's Report on the Activity of DINO POLSKA S.A. and the DINO POLSKA S.A. Group in 2024, the financial statements of DINO POLSKA S.A. for the year ended 31 December 2024, the consolidated financial statements of the DINO POLSKA S.A. Group for the year ended 31 December 2024 and the Management Board's motion on the distribution of the Company's profit for the financial year ended 31 December 2024.
• 1. Adopt a resolution to approve the annual report on the activity of the DINO POLSKA S.A. Supervisory Board in 2024.
• 1. Examine the Supervisory Board's motions on the following matters:
• − approve the Management Board's Report on the Activity of DINO POLSKA S.A. and the DINO POLSKA S.A. Group in 2024, including sustainability reporting of the DINO POLSKA S.A. Group for 2024,
• − approve the financial statements of DINO POLSKA S.A. for the year ended 31 December 2024,
• − approve the consolidated financial statements of the DINO POLSKA S.A. Group for the year ended 31 December 2024,
• − adopt the Management Board's motion on the distribution of the net profit in 2024,
• − grant a discharge to the Company's Management Board Members and Supervisory Board Members on the performance of their duties in the 2024 financial year.
• 1. Adopt resolutions to approve the following:
• − Management Board Activity Report for DINO POLSKA S.A. and the DINO POLSKA S.A. Group in 2024, including sustainability reporting of the DINO POLSKA S.A. Group for 2024,
• − the financial statements of DINO POLSKA S.A. for the year ended 31 December 2024,
• − the consolidated financial statements of the DINO POLSKA S.A. Group for the year ended 31 December 2024.
• 10.Adopt a resolution on the distribution of the net profit for 2024.
• 11.Adopt resolutions to grant discharges to the Company's Management Board members on the performance of their duties in the 2024 financial year.
• 12.Adopt resolutions to grant discharges to the Company's Supervisory Board members on the performance of their duties in the 2024 financial year.
• 13.Examine and adopt a resolution on rendering an opinion on the Annual Compensation Report of the DINO POLSKA S.A. Management Board and Supervisory Board in 2024.
• 14.Adopt a resolution regarding the division (split) of the nominal value of the Company's shares and the amendment to the Company's Articles of Association
• 15.Adopt resolutions to amend the Company's Articles of Association and a resolution to adopt the consolidated text of the Company's Articles of Association.
• 16.Close the Shareholder Meeting.

§ 2

This resolution shall enter into force upon its adoption.

Resolution No. 3/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to approve the annual report on the activity of the DINO POLSKA S.A. Supervisory Board in 2024

Pursuant to Rule 2.11 of the document entitled "Best Practices of WSE Listed Companies 2021" adopted by resolution No. 13/1834/2021 of the Supervisory Board of the Warsaw Stock Exchange on 29 March 2021, in connection with Article 382 § 3 item 3) of the Commercial Company Code, the Ordinary Shareholder Meeting resolves as follows:

§ 1

It approves the annual report on the activities of the DINO POLSKA S.A. Supervisory Board in 2024.

§ 2

This resolution shall enter into force upon its adoption.

Justification for draft resolution no. 3/6/2025 to be adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A. held on 16 June 2025 to approve the annual report on the activity of the DINO POLSKA S.A. Supervisory Board in 2024

Pursuant to Rule No. 2.11 under the Best Practices of WSE Listed Companies 2021, adopted by Resolution No. 13/1834/2021 of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) on 29 March 2021, and pursuant to Article 382 § 3(3) of the Commercial Company Code, the Supervisory Board prepared an annual report on its activities in 2024. Consideration and approval of the report presented by the Supervisory Board is the exclusive power of the Company's Shareholder Meeting.

Resolution No. 4/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to approve the Management Board's Report on the Activity of DINO POLSKA S.A. and the DINO POLSKA S.A. Group in 2024, including sustainability reporting of the DINO POLSKA S.A. Group for 2024

Pursuant to Article 395 § 2.1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

The Management Board's Report on the Activity of DINO POLSKA S.A. and the DINO POLSKA S.A. Group in 2024, including sustainability reporting of the DINO POLSKA S.A. Group for 2024, is hereby approved.

§ 2

This resolution shall enter into force upon its adoption.

Resolution No. 5/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to approve the financial statements of DINO POLSKA S.A. for the year ended 31 December 2024

Pursuant to Article 395 § 2.1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It approves the financial statements of DINO POLSKA S.A. for the year ended 31 December 2024, containing the following:

• a) introduction to the financial statements,
• b) balance sheet prepared as 31 December 2024 with total assets and equity and liabilities of PLN 11,901,529 thousand,
• c) statement of profit or loss for the financial year from 1 January 2024 to 31 December 2024 showing net profit of PLN 1,172,310thousand,
• d) statement of changes in equity for the financial year from 1 January 2024 to 31 December 2024, showing an increase in equity by PLN 1,172,310 thousand,
• e) statement of cash flows for the financial year from 1 January 2024 to 31 December 2024, showing an increase in cash by PLN 674,811 thousand,
• f) notes and explanations to the financial statements.

§ 2

This resolution shall enter into force upon its adoption.

Resolution No. 6/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to approve the consolidated financial statements of the DINO POLSKA S.A. Group for the year ended 31 December 2024

Pursuant to Article 395 § 5 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

The consolidated financial statements of the DINO POLSKA S.A. Group for the year ended 31 December 2024, covering the following are hereby approved:

• a) introduction to the consolidated financial statements,
• b) consolidated statement of financial position prepared as 31 December 2024 with total assets and equity and liabilities of PLN 13,055,794 thousand,
• c) consolidated statement of profit or loss for the financial year from 1 January 2024 to 31 December 2024 showing net profit of PLN 1,505,729, and the consolidated statement of comprehensive income for the financial year from 1 January 2024 to 31 December 2024, showing total income of PLN 1,503,525 thousand,
• d) consolidated statement of changes in equity for the financial year from 1 January 2024 to 31 December 2024, showing an increase in equity by PLN 1,497,123 thousand,
• e) consolidated statement of cash flows for the financial year from 1 January 2024 to 31 December 2024, showing an increase in cash by PLN 672,633 thousand,
• f) notes and explanations to the consolidated financial statements.

§ 2

This resolution shall enter into force upon its adoption.

Resolution No. 7/6/2025 adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A.

on 16 June 2025

on the distribution of the net profit for 2024

§ 1

Pursuant to Article 395 § 2.2 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves to allocate the net profit for the 2024 financial year in the amount of PLN 1,172,310 thousand, in such a way that the entire profit is allocated to the Company's supplementary capital.

§ 2

This resolution shall enter into force upon its adoption.

Justification for draft resolution no. 7/6/2025 to be adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A. held on 16 June 2025 on the distribution of the net profit for 2024

Pursuant to draft resolution no. 7/6/2025 to be adopted by the Ordinary Shareholder Meeting, the net profit for the 2024 financial year in the amount of PLN 1,172,310 thousand is allocated to the Company's supplementary capital.

The strategy of DINO POLSKA S.A. posits the continuation of the dynamic organic growth in the Dino store network and its accompanying logistics infrastructure, which necessitates the incurring of substantial capital expenditures. Simultaneously, the goal of the Company's Management Board is to uphold its stable financial position and the safe level of debt.

Accordingly, in the opinion of the Management Board it is justified to designate the entirety of the net profit to supplementary capital.

Resolution No. 8/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to grant a discharge to a member of the Company's Management Board

Pursuant to Article 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

A discharge is granted to Mr. Michał Krauze on the performance of his duties as a member of the Company's Management Board in the 2024 financial year, i.e. from 1 January 2024 to 31 December 2024.

§ 2

This resolution shall enter into force upon its adoption.

Resolution No. 9/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to grant a discharge to a member of the Company's Management Board

Pursuant to Article 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

A discharge is granted to Ms. Izabela Biadała on the performance of her duties as a member of the Company's Management Board in the 2024 financial year, i.e. from 1 January 2024 to 31 December 2024.

§ 2

This resolution shall enter into force upon its adoption.

Resolution No. 10/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to grant a discharge to a member of the Company's Management Board

Pursuant to Article 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

A discharge is granted to Mr. Piotr Ścigała on the performance of his duties as a member of the Company's Management Board in the 2024 financial year, i.e. from 1 January 2024 to 31 December 2024.

§ 2

This resolution shall enter into force upon its adoption.

Resolution No. 11/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to grant a discharge to a Member of the Company's Supervisory Board

Pursuant to Article 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

A discharge is granted to Mr. Tomasz Biernacki on the performance of his duties as a member of the Company's Supervisory Board in the 2024 financial year, i.e. from 1 January 2024 to 31 December 2024, including for serving in the capacity of the Chairman of the Company's Supervisory Board in the period from 1 January 2024 to 31 December 2024.

§ 2

This resolution shall enter into force upon its adoption.

Resolution No. 12/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to grant a discharge to a Member of the Company's Supervisory Board

Pursuant to Article 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

A discharge is granted to Mr. Maciej Polanowski on the performance of his duties as a member of the Company's Supervisory Board in the 2024 financial year, i.e. from 1 January 2024 to 31 December 2024, including for serving in the capacity of the Deputy Chairman of the Company's Supervisory Board in the period from 1 January 2024 to 31 December 2024.

§ 2

This resolution shall enter into force upon its adoption.

Resolution No. 13/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to grant a discharge to a Member of the Company's Supervisory Board

Pursuant to Article 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

A discharge is granted to Mr. Eryk Bajer on the performance of his duties as a member of the Company's Supervisory Board in the 2024 financial year, i.e. from 1 January 2024 to 31 December 2024.

§ 2

This resolution shall enter into force upon its adoption.

Resolution No. 14/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to grant a discharge to a Member of the Company's Supervisory Board

Pursuant to Article 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

A discharge is granted to Mr. Sławomir Jakszuk on the performance of his duties as a member of the Company's Supervisory Board in the 2024 financial year, i.e. from 1 January 2024 to 31 December 2024.

§ 2

This resolution shall enter into force upon its adoption.

Resolution No. 15/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to grant a discharge to a Member of the Company's Supervisory Board

Pursuant to Article 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

A discharge is granted to Mr. Piotr Borowski on the performance of his duties as a member of the Company's Supervisory Board in the 2024 financial year, i.e. from 24 January 2024 to 31 December 2024.

§ 2

This resolution shall enter into force upon its adoption.

Justification to the drafts of Resolutions No. 8/6/2025, 9/6/2025, 10/6/2025, 11/6/2025, 12/6/2025, 13/6/2025, 14/6/2025, 15/6/2025 to be adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A. held on 16 June 2025 on granting a discharge to Members of the Company's Management Board and Supervisory Board

Pursuant to Article 395 § 2(3) in conjunction with Article 393(1) of the Commercial Company Code and § 11(2)(2) of the Company's Articles of Association, the subject of the Shareholder Meeting is the adoption of resolutions on granting a discharge to members of the Company's governing bodies on the performance of their duties. Adoption of a resolution in this regard is the exclusive power of the Shareholder Meeting.

Resolution No. 16/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

on rendering an opinion on the Annual Compensation Report of the DINO POLSKA S.A. Management Board and Supervisory Board in 2024

Pursuant to Article 395 § 2¹ of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

The Company's Ordinary Shareholder Meeting hereby endorses the annual compensation report of the Management Board and the Supervisory Board of DINO POLSKA S.A. in 2024.

§ 2

This resolution shall enter into force upon its adoption.

Justification for draft resolution 16/6/2025 to be adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A. held on 16 June 2025 on rendering an opinion on the annual Compensation Report of the DINO POLSKA S.A. Management Board and Supervisory Board in 2024

Pursuant to Article 395 § 2¹ of the Commercial Company Code, the subject of an ordinary shareholder meeting in the companies referred to in Article 90c sec. 1 of the Act of 29 July 2005 on Public Offerings and the Conditions for Introducing Financial Instruments onto an Organized Trading System and on Public Companies, should be adopting the resolution referred to in Article 90g sec. 6 of that act. Pursuant to Article 90g sec. 6 of the act invoked above, the shareholder meeting adopts a resolution rendering an opinion on the compensation report, which the supervisory board is obligated to draft. This resolution is advisory in nature.

The draft resolution No. 16/6/2025 presented to the Company's Shareholder Meeting implements the above obligations.

Resolution No. 17/6/2025 adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

regarding the division (split) of the nominal value of the Company's shares and the amendment to the Company's Articles of Association

Pursuant to Article 430 § 1 of the Commercial Companies Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

• 1. The Ordinary General Meeting of the Company resolves to split all the Company's shares by reducing the nominal value of each Company's share from PLN 0.10 (in words: ten groszy) to PLN 0.01 (in words: one grosz) and to increase the number of Company's shares forming the Company's share capital from 98,040,000 (in words: ninety-eight million, forty thousand) shares to 980,400,000 (in words: nine hundred and eighty million, four hundred thousand) shares.
• 1. The share split is carried out by exchanging all of the Company's shares at a ratio of 1:10.
• 1. In connection with the split of the Company's shares, one share of the Company with a nominal value of PLN 0.10 (in words: ten groszy) is exchanged for 10 (in words: ten) shares of the Company with a nominal value of PLN 0.01 (in words: one grosz) each.
• 1. The Company's share capital will not change as a result of the share split.

§ 2

In connection with the split of the Company's shares referred to in § 1 of this resolution, the Ordinary General Meeting of the Company, resolves to amend the Company's Articles of Association as follows:

− the existing § 5 section 1 of the Company's Articles of Association, with the following wording:

"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 98,040,000 (ninety-eight million, forty thousand) series A shares with the nominal value of PLN 0.10 (ten groszy) each, numbered from 1 to 98,040,000."

receives the following new wording:

"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."

§ 3

The Ordinary General Meeting of the Company authorizes the Company's Management Board to perform all factual and legal actions necessary to carry out the share split, in particular, those related to the registration of amendments to the Company's Articles of Association in the Register of Entrepreneurs of the National Court Register, the registration of the changed number of the Company's shares in the securities depository maintained by the National Securities Depository S.A. (Krajowy Depozyt Papierów Wartościowych S.A.) and the change in the number of shares traded on the regulated market maintained by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.).

§ 4

This resolution shall enter into force upon its adoption, with effect as of the date of registration of the amendment to the Articles of Association of the Company, the change in the number of the Company's shares, and the change in the nominal value of the Company's shares by the registry court having jurisdiction over the Company's registered office.

Justification for draft resolution No. 17/6/2025 to be adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A. held on 16 June 2025 regarding the division (split) of the nominal value of the Company's shares and the amendment to the Company's Articles of Association

The proposed share split constitutes a corporate action involving a proportional reduction in the nominal value of each share, accompanied by an equivalent increase in the total number of shares issued, while maintaining the same amount of the Company's share capital. The share split will not result in any changes to the shareholder structure, i.e. the proportion of shares held by each shareholder in the total number of votes and in the Company's share capital will remain unchanged.

Following the share split, the market price of shares will decrease accordingly, while the number of shares traded on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) will increase.

The draft resolution provides for a 1:10 split of shares, i.e. from PLN 0.10 (ten groszy) to PLN 0.01 (one grosz), and an increase in the number of shares in the Company from 98,040,000 (ninety-eight million forty thousand) shares to 980,400,000 (nine hundred and eighty million four hundred thousand) shares.

The adoption of the resolution is motivated primarily by increasing the liquidity of trading in the Company's shares and increasing the availability of the Company's shares to individual investors.

Resolution No. 18/6/2025 adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to amend the Company's Articles of Association - amendment of § 4 of the Company's Articles of Association

Pursuant to Article 430 § 1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

The Company's Articles of Association are amended so that § 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.

§ 2

Due to the entry into force of the new Polish Classification of Business Activities (Regulation of the Council of Ministers of 18 December 2024 on the Polish Classification of Business Activities, Journal of Laws 2024, Item 1936 - PKD 2025) and taking into account the changes resulting from § 1 above, the Company's Articles of Association are amended as follows:

− the existing § 4 section 1 of the Company's Articles of Association, which reads:

"§ 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.Z Manufacture of other food products not elsewhere classified;
• 5) 11.01.Z Distilling, rectifying and blending of spirits;
• 6) 11.02.Z Manufacture of wine from grape;
• 7) 33.12.Z Repair and maintenance of machinery;
• 8) 38.11.Z Collection of non-hazardous waste;
• 9) 38.12.Z Collection of hazardous waste;
• 10)38.21.Z Treatment and disposal of non-hazardous waste;
• 11)38.22.Z Treatment and disposal of hazardous waste;

12)38.32.Z Recovery of sorted materials;

• 13)41.10.Z Development of building projects;
• 14)41.20.Z Construction of residential and non-residential buildings;
• 15)42.11.Z Construction of roads and motorways;
• 16)42.12.Z Construction of railways and underground railways;
• 17)42.13.Z Construction of bridges and tunnels;
• 18)42.21.Z Construction of transmission pipelines and distribution networks;
• 19)42.22.Z Construction of utility projects for electricity and telecommunications;
• 20)42.91.Z Construction of water projects;
• 21)42.99.Z Construction of other civil engineering projects not elsewhere classified;
• 22)43.11.Z Demolition;
• 23)43.12.Z Site preparation;
• 24)43.13.Z Test drilling and boring;
• 25)43.21.Z Electrical installation;
• 26)43.22.Z Plumbing, heat and air-conditioning installation;
• 27)43.29.Z Other construction installation;
• 28)43.99.Z Other specialized construction activities not elsewhere classified;
• 29)46.18.Z Agents specialized in the sale of other particular products;
• 30)46.34.A Wholesale of alcoholic beverages;
• 31)46.39.Z Non-specialized wholesale of food, beverages and tobacco products;
• 32)46.51.Z Wholesale of computers, computer peripheral equipment and software;
• 33)46.32.Z Wholesale of meat and meat products;
• 34)46.77.Z Wholesale of waste and scrap;
• 35)47.11.Z Retail sale in non-specialized stores with food, beverages or tobacco products predominating;
• 36)47.21.Z Retail sale of fruit and vegetables in specialized stores;
• 37)47.22.Z Retail sale of meat and meat products in specialized stores;
• 38)47.25.Z Retail sale of alcoholic and non-alcoholic beverages in specialized stores;
• 39)47.41.Z Retail sale of computers, peripheral units and software in specialized stores;
• 40)47.42.Z Retail sale of telecommunications equipment in specialized stores;
• 41)47.59.Z Retail sale of furniture, lighting equipment and other household in specialized stores;
• 42)47.76.Z Retail sale of flowers, plants, seeds, fertilisers, pet animals and pet food in specialized stores;
• 43)47.78.Z Retail sales of other new products in specialized shops;
• 44)49.41.Z Freight transport by road;
• 45)49.42.Z Removal services;
• 46)52.10.A Operation of warehousing and storage facilities for gas fuels;
• 47)52.10.B Operation of warehousing and storage facilities for other goods;
• 48)59.20.Z Sound recording and music publishing activities;
• 49)62.01.Z Computer programming activities;
• 50)62.02.Z Computer consultancy activities;
• 51)62.09.Z Other information technology and computer service activities;
• 52)63.99.Z Other information service activities not elsewhere classified;
• 53)64.20.Z Activities of holding companies;
• 54)64.30.Z Trusts, funds and similar financial institutions;
• 55)64.99.Z Other financial service activities, except insurance and pension funding not elsewhere classified;
• 56)68.10.Z Buying and selling of own real estate;
• 57)68.20.Z Renting and operating of own or leased real estate;
• 58)68.32.Z Management of real estate on a fee or contract basis;
• 59)71.11.Z Architectural activities;
• 60)71.12.Z Engineering activities and related technical consultancy;
• 61)74.10.Z Specialized design activities;
• 62)74.90.Z Other professional, scientific and technical activities not elsewhere classified;
• 63)77.21.Z Lending and leasing recreational and sporting equipment;
• 64)77.29.Z Lending and leasing other articles for personal and household use;
• 65)77.40.Z Leasing of intellectual property and similar products, except copyrighted works;
• 66)79.11.A Activities of tourist agents;
• 67)81.10.Z Combined facilities support activities;
• 68)82.91.Z Activities of collection agencies and credit bureaus;
• 69)82.99.Z Other business support service activities not elsewhere classified;
• 70)95.11.Z Repair of computers and peripheral equipment;
• 71)69.20.Z Accounting, bookkeeping and auditing activities; tax consultancy;
• 72)70.10.Z Activities of head offices and holdings, except for financial holdings;
• 73)70.22.Z Business and other management consultancy activities;
• 74)77.11.Z Renting and leasing of cars and light motor vehicles;
• 75)77.12.Z Renting and leasing of other vehicles, except for motorcycles;
• 76)35.11.Z Generation of electricity;
• 77)35.14.Z Trade of electricity;
• 78)52.21.Z Service activities incidental to land transportation;
• 79)52.24.C Cargo handling in other reloading points;
• 80)52.29.A Sea transportation agencies activities;
• 81)52.29.C Other transportation agencies activities;
• 82)53.20.Z Other postal and courier activities;
• 83)64.99.Z Other financial service activities, except insurance and pension funding not elsewhere classified;
• 84)79.12.Z Tour operator activities;
• 85)90.04.Z Activity of cultural facilities;
• 86)94.99.Z. Activity of other membership organizations elsewhere not classified;
• 87)47.54.Z Retail sales of electric household equipment in specialized stores"
• − will have the following new wording:

"§ 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."

§ 3

This resolution shall enter into force upon its adoption, with effect as of the date of registration of the amendments to the Articles of Association of the Company by the registry court having jurisdiction over the Company's registered office.

Justification for draft resolution no. 18/6/2025 to be adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A. held on 16 June 2025 to amend the Company's Articles of Association - amendment of § 4 of the Company's Articles of Association

DINO POLSKA S.A. is constantly analyzing opportunities to increase the efficiency of individual areas of its operating activities, including by providing new services to other DINO POLSKA Group companies and external partners. As a result of these activities, the Company is considering making available selected communication formats (both traditional and digital) available in the Company-managed stores as innovative advertising tools. The related amendment of the Company's Articles of Association, which consists in supplementing § 4 (1) with the PKD codes indicated in § 1 of the draft resolution, will allow the Company to undertake the above-mentioned activities in the future, which are complementary to the Company's current areas of operation and do not have a significant impact on the overall business.

Taking advantage of the opportunity, code 46.34.B Wholesale of non-alcoholic beverages has been added to §4(1) of the Company's Articles of Association, which applies to the Company's activities.

The proposed amendment to the Articles of Association to the extent indicated in § 2 of the resolution is due to the need to adjust the description of the subject of activity from § 4(1) of the Company's Articles of Association, prepared in accordance with the Polish Classification of Business Activities introduced by the Regulation of the Council of Ministers of 24 December 2007 on the Polish Classification of Business Activities (PKD) (Journal of Laws. No. 251, Item 1885, as amended) - in the resolution referred to as "PKD 2007", to the Polish Classification of Business Activities in force as of 1 January 2025 which replaced the previous PKD 2007, in accordance with the Regulation of the Council of Ministers of 18 December 2024 on the Polish Classification of Business Activities (PKD) (Journal of Laws, Item 1936) - in the resolution referred to as "PKD 2025".

Resolution No. 19/6/2025 adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A.

on 16 June 2025

to amend the Company's Articles of Association - amendment of § 17 of the Company's Articles of Association

Pursuant to Article 430 § 1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

Amend the Company's Articles of Association as follows:

1) the existing § 17 section 1 item 6) of the Company's Articles of Association, which reads:

"6) Selecting a statutory auditor to audit the financial statements of the Company and its Subsidiaries and the consolidated financial statements of the Company's group."

will have the following new wording:

"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."

2) the existing § 17 section 5 of the Company's Articles of Association, which reads:

"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 in accordance with the procedure provided for in §15 section 3. 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."

will have the following new wording:

"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."

§ 2

This resolution shall enter into force upon its adoption, with effect as of the date of registration of the amendments to the Articles of Association of the Company by the registry court having jurisdiction over the Company's registered office.

Justification for draft resolution no. 19/6/2025 to be adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A. held on 16 June 2025 to amend the Company's Articles of Association - amendment of § 17 of the Company's Articles of Association

The proposed change in the wording of the provision of § 17(1)(6) of the Company's Articles of Association is related to the entry into force of the Act of 6 December 2024 on amendments to the Accounting Act, the Act on Statutory Auditors, Audit Firms and Public Supervision and certain other acts. The amended provision of Article 66(4) of the Accounting Act of 29 September 1994, in connection with the introduction of the obligation of assurance of sustainability reporting, provides for the possibility of entrusting, by virtue of the articles of association, the authority to select an audit firm to provide assurance of the aforementioned reporting to a body other than the body approving the entity's financial statements. Accordingly, the proposed wording of § 17(1)(6) expands the Supervisory Board's existing authority to select an audit firm to audit reporting to also include the selection of an audit firm to provide assurance of sustainability reporting.

In addition, in order to standardize definitions, the proposed amendment introduces the term "audit firm" in place of "statutory auditor," in accordance with the revised wording of the provision of Article 66(4) of the aforementioned act.

The proposed amendment to the wording of the provision of § 17(5) of the Company's Articles of Association is a matter of order. The procedure for convening meetings of the Supervisory Board is set forth in § 14(3) of the Company's Articles of Association, according to which meetings of the Supervisory Board are convened by invitation, which corresponds to the regulation of Article 389 of the Commercial Company Code.

Resolution No. 20/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to amend the Company's Articles of Association - amendment of § 24 of the Company's Articles of Association

Pursuant to Article 430 § 1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

Amend the Company's Articles of Association as follows:

1) the existing § 24 section 2 letter (a) of the Company's Articles of Association, which reads:

"(a) monitoring the financial reporting process;"

will have the following new wording:

"(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;"

2) the existing § 24 section 2 letter (b) of the Company's Articles of Association, which reads:

"(b) monitoring the effectiveness of the internal control systems and risk management systems and internal audit as regards financial reporting;"

will have the following new wording:

"(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;"

3) the existing § 24 section 2 letter (c) of the Company's Articles of Association, which reads:

"(c) monitoring the performance of financial audit activities, in particular performance of the audit 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;"

will have the following new wording:

"(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;"

4) the existing § 24 section 2 letter (d) of the Company's Articles of Association, which reads:

"(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;"

will have the following new wording:

"(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;"

5) the existing § 24 section 2 letter (e) of the Company's Articles of Association, which reads:

"(e) informing the Supervisory Board or another supervisory or control body of the Company about the results of the audit and explanation on how the audit has contributed to the reliability of financial reporting in the Company, and on the role of the audit committee in the audit process;"

will have the following new wording:

"(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;"

6) the existing § 24 section 2 letter (g) of the Company's Articles of Association, which reads:

"(g) developing a policy for selection of an audit firm to conduct the audit;"

will have the following new wording:

"(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;"

7) the existing § 24 section 2 letter (h) of the Company's Articles of Association, which reads:

"(h) developing a policy for the provision of permitted non-audit services by the audit firm carrying out the audit, by related parties of such audit firm and by a member of the audit firm network;"

will have the following new wording:

"(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;"

8) the existing § 24 section 2 letter (k) of the Company's Articles of Association, which reads:

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

will have the following new wording:

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

9) the existing § 24 section 3 of the Company's Articles of Association, which reads:

"3. The Supervisory Board may also appoint other committees, in particular a nomination committee and a remuneration committee. 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."

will have the following new wording:

"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."

This resolution shall enter into force upon its adoption, with effect as of the date of registration of the amendments to the Articles of Association of the Company by the registry court having jurisdiction over the Company's registered office.

Justification for draft resolution no. 20/6/2025 to be adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A. held on 16 June 2025 to amend the Company's Articles of Association - amendment of § 24 of the Company's Articles of Association

The proposed change in the wording of the provision of § 24(2) of the Company's Articles of Association is a consequence of the entry into force of the Act of 6 December 2024 on amendments to the Accounting Act, the Act on Statutory Auditors, Audit Firms and Public Supervision and certain other acts. The amended provision of Article 130(1) of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight was supplemented to include audit committee tasks related to sustainability reporting and assurance of sustainability reporting. The wording of § 24(2) proposed in the draft resolution expands the existing powers of the Audit Committee in accordance with the new wording of Article 130(1) of the aforementioned act.

At the same time, the amendment proposed in the resolution takes into account the regulations of Article 128(1b) and Article 130(1a), according to which the performance of the audit committee's functions with respect to sustainability reporting, group sustainability reporting and assurance of such reporting may be entrusted to a separate committee appointed by the supervisory board or other supervisory or controlling body of a public interest entity. In the event a future decision is made to establish a separate committee for sustainability reporting, group sustainability reporting and assurance of such reporting, in accordance with the aforementioned provision of Article 130(1a), it will perform the aforementioned tasks of the audit committee 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.

Resolution No. 21/6/2025

adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 16 June 2025

to amend the consolidated text of the Company's Articles of Association

Pursuant to Article 430 § 1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It is hereby resolved to adopt the consolidated text of the Company's Articles of Association in the wording specified in the attachment to this resolution.

§ 2

This resolution shall enter into force upon its adoption.

Justification for draft resolution no. 21/6/2025 to be adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A. held on 16 June 2025 to adopt the consolidated text of the Company's Articles of Association

The need for the resolution is due to the fact that the agenda of the Company's Shareholder Meeting includes draft resolutions to amend the Company's Articles of Association. Consequently, it becomes necessary to adopt a consolidated text of the Company's Articles of Association that takes into account the adopted amendments. The consolidated text will be submitted to the registry court together with the application for registration of amendments to the Articles of Association.