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MLP Group S.A. Proxy Solicitation & Information Statement 2026

Jun 2, 2026

5717_rns_2026-06-02_e186695c-def0-48e3-82e9-442b2c7f5bc8.pdf

Proxy Solicitation & Information Statement

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MLP GROUP S.A.
ORDINARY GENERAL MEETING
CONVENED FOR JUNE 29,2026

FORM OF POWER OF ATTORNEY

I/we, undersigned, (We, the undersigned)

Name and surname...
Company...
Position...
Address...
and

Name and surname...
Company...
Position...
Address...

declare that ... (name and surname/business name of the shareholder) (the
"Shareholder") holds ... (number) common bearer shares of MLP GROUP S.A. with its
registered office in Pruszków (the "Company") and I/we hereby authorise:

Mr/Ms ..., possessing passport/identity card/another official document
...
or
... (entity name), with its registered office in ... and address
...

to represent the Shareholder at the Ordinary General Meeting of the Company, convened for June 29, 2026 at
10.00 a.m. in Pruszków, A3 building, at ul. 3 Maja 8, (the "Ordinary General Meeting"), and in particular to
participate and take vote at the Ordinary General Meeting, to sign the attendance list and to vote on behalf of
the Shareholder in compliance with the instructions on the manner of voting contained below / at the proxy's
discretion¹.

(signature)
Place: ...
Date: ...

(signature)
Date: ...
Date: ...

¹ delete as appropriate


2

IMPORTANT INFORMATION:

Identification of the Shareholder

For the purpose of the identification of the Shareholder granting this power of attorney, the following should be enclosed hereto:

1) in case of a shareholder being a natural person, a copy of the identity card, passport or another official document confirming the identity of the shareholder, or
2) in case of a shareholder other than a natural person - a copy of the excerpt from a relevant register or another document confirming the authorisation of the natural person (or natural persons) to represent the Shareholder at the Ordinary General Meeting (e.g. uninterrupted chain of powers of attorney).

In the event of doubts about authenticity of the copies of the above-mentioned documents, the Company's Management Board reserves its right to require that the proxy presents the following at the time of preparation of the attendance list:

1) in case of a shareholder being a natural person, a copy, certified for conformity with the original by a notary public or another entity authorised to certify conformity with the original, of an identity card, passport or another official document confirming the identity of the shareholder, or
2) in case of a shareholder other than a natural person, the original or a copy certified for conformity with the original by a notary public or another entity authorised to certify conformity with the original, of the excerpt from a relevant register or another document confirming the authorisation of the natural person (or natural persons) to represent the proxy at the Ordinary General meeting (e.g. uninterrupted chain of powers of attorney).

Identification of the proxy

For the purpose of identifying the proxy, the Company's Management Board reserves its right to require that the proxy presents the following at the time of preparation of the attendance list:

1) in case of a proxy being a natural person, the identity card, passport or another official document confirming the identity of the shareholder, or
2) in case of a proxy other than a natural person, the original or a copy certified for conformity with the original by a notary public or another entity authorised to certify conformity with the original, of the excerpt from a relevant register or another document confirming the authorisation of the natural person (natural persons) to represent the proxy at the Ordinary General meeting (e.g. uninterrupted chain of powers of attorney).

PLEASE NOTE THAT IN THE EVENT OF ANY DISCREPANCY BETWEEN THE DATA OF THE SHAREHOLDER INDICATED IN THE POWER OF ATTORNEY AND THE DATA PROVIDED ON THE LIST OF SHAREHOLDERS, PREPARED ON THE BASIS OF THE LIST RECEIVED FROM THE ENTITY MAINTAINING THE SECURITIES DEPOSITORY (KRAJOWY DEPOZYT PAPIERÓW WARTOŚCIOWYCH S.A.) AND PROVIDED TO THE COMPANY IN COMPLIANCE WITH ARTICLE 406³ OF THE CODE OF COMMERCIAL COMPANIES AND PARTNERSHIPS, THE SHAREHOLDER MAY NOT BE ALLOWED TO PARTICIPATE IN THE ORDINARY GENERAL MEETING.

PLEASE NOTE THAT THE COMPANY DOES NOT IMPOSE AN OBLIGATION TO GRANT POWERS OF ATTORNEY ON THE ABOVE-MENTIONED FORM.

RESERVATIONS

  1. This form is not aimed to verify the manner of voting by the proxy on behalf of the shareholder.
  2. This form does not substitute the power of attorney granted to the proxy by the shareholder.
  3. The use of the form made available by the Company is not obligatory for the shareholder and is no condition of voting through the proxy present at the Ordinary General Meeting.
  4. Using the form is the shareholder's right and not an obligation. It depends on the shareholder's decision how its proxy will exercise the right to vote.

3

FORM ALLOWING TO EXERCISE THE RIGHT TO VOTE THROUGH A PROXY

This form constitutes auxiliary material for the exercise of the right to vote by
... (name and surname/ business name of the proxy) authorised to
represent ... (name and 'surname of the shareholder) (the "Shareholder") at the
Ordinary General Meeting of MLP GROUP Spółka Akcyjna, convened for June 29, 2026 at 10.00 a.m., in Pruszków
C3 building, at ul. 3 Maja 8, on the basis of the power of attorney granted on ... (date).

POINT [ ] OF THE AGENDA
☐ For
Number of shares: ___ ☐ Against
☐ Objection
Number of shares: ___ ☐ I abstain
Number of shares: ___ ☐ at the proxy's discretion
Number of shares:: ___
☐ Other:

[depending on the decision of the entity granting the power of attorney, the form may include one or more fields concerning different points of the agenda]

On behalf of the Shareholder:

(signature) ____
Town/City: ____

Date: _____

(signature) ____
Town/City: ____

Date: _____

CLARIFICATIONS

Shareholders are requested to give instructions by putting an "X" in the relevant field. In the event of ticking the "other" field, shareholders are requested to define in detail their instructions on the exercising of the right to vote through the proxy in this field.

In the event that the shareholder makes a decision to vote in a different manner from the shares which the shareholder holds, the shareholder should indicate in the relevant field the number of shares from which the proxy should vote "for", "against" or "abstain" from voting. In the event that the shareholder does not indicate the number of shares, it is deemed that the proxy is authorised to vote in the indicated manner from all shares held by the shareholder.

Drafts of the resolutions, the adoption of which is planned in particular points of the agenda were made available on the Company's website in the "For Investors – Current Reports" section.

Please note that drafts of resolutions made available together with the resolution on convening the Ordinary General Meeting may differ from drafts of resolutions submitted to vote at the Ordinary General Meeting. For the avoidance of doubt about the manner of voting by the proxy in such case, we recommend defining in the "other" field how the proxy should proceed in such situation.