GI Group Poland S.A. — AGM Information 2021

Dec 23, 2021

Attachment No. 2 – draft resolutions to be discussed at the EGM

To Agenda Item 2:

Resolution No. 1/2022 of the Extraordinary General Meeting GI GROUP POLAND S.A. dated 21 January 2022 on electing the Chairman of the Extraordinary General Meeting

§ 1

The Extraordinary General Meeting of the company under the business name: GI GROUP POLAND S.A. with its registered office in Warsaw appoints [•] as Chairman of the Extraordinary General Meeting.

§ 2

The resolution comes into force upon its adoption.

To Agenda Item 4:

Resolution No. 2/2022 of the Extraordinary General Meeting GI GROUP POLAND S.A. dated 21 January 2022 adopting the agenda

§ 1

The Extraordinary General Meeting of the company under the business name: GI GROUP POLAND S.A. with its registered office in Warsaw adopts the following agenda:

• 1. Opening oh the Extraordinary General Meeting;
• 1. Election of the Chairman of the Extraordinary General Meeting;
• 1. Confirmation of the legality of convening the Extraordinary General Meeting Adoption;
• 1. Adoption of the agenda of the Extraordinary General Meeting;
• 1. Adoption of a resolution on delisting shares of the company GI GROUP POLAND S.A. with its registered office in Warsaw from trading on the regulated market of the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) with registered office in Warsaw;
• 1. Closing of the Extraordinary General Meeting.

§ 2.

The resolution comes into force upon its adoption.

To Agenda Item 5:

Resolution No. 3/2022 of the Extraordinary General Meeting GI GROUP POLAND S.A. dated 21 January 2022

on delisting shares of the company GI GROUP POLAND S.A. with its registered office in Warsaw from trading on the regulated market of the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) with registered office in Warsaw

The Extraordinary General Meeting of the Company, acting pursuant to art. 400 § 1 of the Commercial Companies Code ("CCC") and Art. 91 sec. 3 and 4 of the Act on public offering and conditions for placing financial instruments in an organised trading system and on public companies, hereby resolves as follows:

§ 1

• 1. The Extraordinary General Meeting of the Company agree to delist all shares of the Company traded on the regulated market operated by the company: Giełda Papierów Wartościowych w Warszawie S.A. with its registered office in Warsaw (the "GPW") i.e. 65,753,888 (in words: sixty five million seven hundred fifty three thousand eight hundred eighty eight) ordinary bearer shares, marked by the Krajowy Depozyt Papierów Wartościowych S.A. (National Depository for Securities) (the "KDPW") with the code "PLWRKSR00019" consisting of:
  2. a. 750,000 (in words: seven hundred and fifty thousand) series A shares of the Company with a nominal value of PLN 0,10 (ten groszy) each;
  3. b. 5,115,000 (in words: five million one hundred and fifteen thousand) series B shares of the Company with a nominal value of PLN 0,10 (ten groszy) each;
  4. c. 16,655,000 (sixteen million six hundred and fifty-five thousand) series C shares of the Company with a nominal value of PLN 0,10 (ten groszy) each;
  5. d. 100,000 (in words: one hundred thousand) series D shares of the Company with a nominal value of PLN 0,10 (ten groszy) each;
  6. e. 100,000 (in words: one hundred thousand) series E shares of the Company with a nominal value of PLN 0,10 (ten groszy) each;
  7. f. 7,406,860 (seven million four hundred and six thousand eight hundred and sixty) series F shares of the Company with a nominal value of PLN 0,10 (ten groszy) each;

• g. 2,258,990 (two million two hundred and fifty-eight thousand nine hundred and ninety) series G shares of the Company with a nominal value of 10 PLN 0,10 (ten groszy) each;
• h. 9,316,000 (nine million three hundred and sixteen thousand) series H shares of the Company with a nominal value of PLN 0,10 (ten groszy) each;
• i. 1,128,265 (one million one hundred and twenty-eight thousand two hundred and sixtyfive) series K shares of the Company with a nominal value of PLN 0,10 (ten groszy) each;
• j. 5,117,881 (five million one hundred and seventeen thousand eight hundred and eightyone) series L shares of the Company with a nominal value of PLN 0,10 (ten groszy) each;
• k. 12,000,000 (twelve million) series N shares of the Company with a nominal value of PLN 0.10 (ten groszy) each;
• l. 91,511 (ninety-one thousand five hundred and eleven) series P shares of the Company, with a nominal value of PLN 0.10 (ten groszy) each;
• m. 5,000,000 (five million) series S shares of the Company with a nominal value of PLN 0.10 (ten groszy) each;
• n. 55,316 (fifty five thousand three hundred and sixteen) series T shares of the Company, with a nominal value of PLN 0.10 (ten groszy) each;
• o. 171,750 (one hundred and seventy-one thousand seven hundred and fifty) series R shares of the Company, with a nominal value of PLN 0.10 (ten groszy) each;
• p. 225,750 (two hundred and twenty-five thousand seven hundred and fifty) Series U shares in the Company, with a nominal value of PLN 0.10 (ten groszy) each;
• q. 98,315 (ninety-eight thousand, three hundred and fifteen) series W shares in the Company, with a nominal value of PLN 0.10 (ten groszy) each;
• r. 163,250 (one hundred and sixty-three thousand two hundred and fifty) series Y shares in the Company, with a nominal value of PLN 0.10 (ten groszy) each.

(jointly as the "Shares").

• 1. The Extraordinary General Meeting obliges and authorises the Management Board of the Company to implement the Resolution and to perform any other factual and legal actions which the Company's Management Board deems necessary to implement this Resolution, including without limitation:
  2. a. filing an application with the Polish Financial Supervision Authority to obtain consent for the delisting of the Shares; and
  3. b. filing a motion with GPW to withdrawal all the Shares trading on the regulated (main) market run by GPW.

§ 2

The resolution enters into force on the date of its adoption.