Selvita S.A. — Proxy Solicitation & Information Statement 2023

May 31, 2023

FORMULARZ DO GŁOSOWANIA DLA PEŁNOMOCNIKA

na Walnym Zgromadzeniu Selvita S.A. z siedzibą w Krakowie zwołanym na dzień 27 czerwca 2023 r.

Shareholder's details: Name: Address: PESEL/KRS No. of shares:

Proxy's details:

Name:
Address:
PESEL/KRS
No. of shares of which the proxy is entitled to vote:

Additional Information:

1. this Proxy Voting Form does not constitute a proxy, but only voting instructions for a proxy. In order to appoint a proxy, please use the appropriate form.

2. the shareholder gives instructions by marking the appropriate box with an "X".

3. If a shareholder votes differently from his/her shares, he/she shall specify the number of shares cast in favor of the respective choice. If the number of shares is not indicated, it is considered that the proxy is entitled to vote in the indicated manner from all shares of the shareholder.

	For	Against	Abstain	According proxy:	to
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No. of shares
Objection
Objection details:

Resolution No. 1 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on the election of the chairman

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków resolves as follows:

§ 1 ________________ is elected as the chairman of the General Shareholders Meeting. The resolution enters into force upon its adoption.

Justification of the Management Board of the Company to the draft resolution No. 1: The resolution is technical in nature. The necessity to elect the Chairman of the General Meeting after the opening of the General Meeting results from Art. 409 § 1 of the Code of Commercial Companies.

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Objection details:

Resolution No. 2 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on the approval of the agenda

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków resolves as follows:

§ 1

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków hereby approves the following agenda:

• 1. Opening of the session.
• 1. Election of the Chairman of the Meeting.
• 1. Statement by the Chairman of the correctness of convening the Meeting and its ability to adopt resolutions.
• 1. Adoption of the agenda.
• 1. Consideration of the Supervisory Board's report for the financial year 2022 containing an assessment of the Company's financial statements for the financial year 2022, the Management Board's report on the activities of the Company for the financial year 2022, the consolidated financial statements of the Selvita Capital Group for the financial year 2022, the Management Board's report on the activities of the Selvita Capital Group for the financial year 2022 and the motion of the Management Board on the distribution of net profit for the financial year 2022.
• 1. Consideration and approval of the Management Board's report on the Company's activities for the financial year 2022.
• 1. Consideration and approval of the Management Board's report on the activities of the Selvita Capital Group for the financial year 2022.
• 1. Consideration and approval of the Company's financial statements for the financial year 2022.
• 1. Consideration and approval of the consolidated financial statements of the Selvita Capital Group for the financial year 2022.
• 1. Adoption of a resolution on the distribution of net profit for the financial year 2022.
• 1. Adoption of resolutions on granting discharge to the Members of the Management Board and the Supervisory Board of the Company.
• 1. Adoption of a resolution on expressing an opinion on the report on remuneration of members of the Management Board and Supervisory Board of the Company for the financial year 2022.
• 1. Adoption of a resolution on the adoption of changes to the Regulations of the Supervisory Board of the Company.
• 1. Closing of the meeting.

§ 2

The resolution enters into force upon its adoption.

Justification of the Management Board of the Company to the draft resolution No. 2:

The resolution is of a technical nature and results from art. 404 of the Code of Commercial Companies.

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No. of shares
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Objection details:

Resolution No. 3 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on the approval of the Management Board's report on the activities of Selvita S.A.

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 1 of the Code of Commercial Companies resolves as follows:

§ 1

After consideration, the Management Board's report on the Company's activities for the financial year 2022 covering the period from 01/01/2022 to 31/12/2022 is approved.

§ 2

The resolution enters into force upon its adoption.

Justification of the Management Board of the Company to the draft resolution No. 3: The legal basis for adopting the resolution results from Art. 395 § 2 item 1) of the Code of Commercial Companies.

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No. of shares
Objection
Objection details:

Resolution No. 4 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on the approval of the Management Board's report on the activities of the Selvita S.A. Capital Group

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 1 of the Code of Commercial Companies resolves as follows:

After consideration, the Management Board's report on the activities of the Selvita Capital Group for the financial year 2022, covering the period from January 1, 2022 to December 31, 2022, is approved.

§ 2

The resolution enters into force upon its adoption.

Justification of the Management Board of the Company to the draft resolution No. 4:

The legal basis for adopting the resolution results from art. 395 § 5 of the Code of Commercial Companies.

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Resolution No. 5 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on the approval of the financial statements of Selvita S.A.

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 1 of the Code of Commercial Companies resolves as follows:

§ 1

After consideration, the Company's financial statements for the financial year 2022 covering the period 01/01/2022-31/12/2022 are approved.

§ 2

The resolution enters into force upon its adoption.

Justification of the Management Board of the Company to the draft resolution No. 5: The legal basis for adopting the resolution results from Art. 395 § 2 item 1) of the Code of Commercial Companies.

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No. of shares
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Objection details:

Resolution No. 6 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023

on the approval of the financial statements of the Selvita S.A. Capital Group

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 1 of the Code of Commercial Companies resolves as follows:

§ 1

After consideration, the consolidated financial statements of the Selvita Capital Group for the financial year 2022 covering the period from 01/01/2022 to 31/12/2022 are approved.

§ 2 The resolution enters into force upon its adoption.

Justification of the Management Board of the Company to the draft resolution No. 6: The legal basis for adopting the resolution results from art. 395 § 5 of the Code of Commercial Companies.

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No. of shares
Objection
Objection details:

Resolution No. 7 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on the distribution of profit for the financial year 2022

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 395 § 2 item 2 of the Code of Commercial Companies resolves as follows:

§ 1

The Company's net profit for 2022, covering the period from January 1, 2022 to December 31, 2022, amounting to PLN 32,185,414.00, will be allocated to the Company's reserve capital.

§ 2

The resolution enters into force upon its adoption.

Justification of the Management Board of the Company to the draft resolution No. 7:

The legal basis for adopting the resolution results from Art. 395 § 2 item 2) of the Code of Commercial Companies. The motion to allocate the profit for 2022 to the Company's reserve capital was submitted by the Company's Management Board and then received a positive opinion from the Company's Supervisory Board.

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Objection details:

Resolution No. 8 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

§ 1

The President of the Management Board of the Company, Mr. Bogusław Sieczkowski, is hereby granted discharge for his duties in the financial year 2022 in the period from 1 January to 31 December 2022. § 2

The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 8: The resolution is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution results from Art. 395 § 2 item 3 of the Code of Commercial Companies.

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Objection details:

Resolution No. 9 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

§ 1

The Vice-President of the Company's Management Board, Mr. Miłosz Gruca, is hereby granted discharge for his duties in the financial year 2022 in the period from 1 January to 31 December 2022. § 2

The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 9: The resolution is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution results from art. 395 § 2 item 3 of the Code of Commercial Companies.

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				proxy:
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No. of shares
Objection

Resolution No. 10 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

§ 1

Mrs. Mirosława Zydroń, Member of the Management Board of the Company, is hereby granted discharge for her duties in the financial year 2022 in the period from 1 January to 31 December 2022. § 2

The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 10: The resolution is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution results from art. 395 § 2 item 3 of the Code of Commercial Companies.

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Objection details:

Resolution No. 11 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

§ 1

Ms Edyta Jaworska, Member of the Management Board of the Company, is hereby granted discharge for her duties in the financial year 2022 in the period from January 1 to January 31, 2022.

§ 2

The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 11: The resolution is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution results from art. 395 § 2 item 3 of the Code of Commercial Companies.

	For	Against	Abstain	According to proxy:
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No. of shares

Objection
Objection details:

Resolution No. 12 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

§ 1

Mr. Dawid Radziszewski, Member of the Management Board of the Company, is hereby granted discharge for his duties in the financial year 2022 in the period from 1 January to 31 December 2022. § 2

The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 12: The resolution is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution results from Art. 395 § 2 item 3 of the Code of Commercial Companies.

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No. of shares
Objection
Objection details:

Resolution No. 13 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

§ 1

Mr. Dariusz Kurdas, Member of the Company's Management Board, is hereby granted discharge for his duties in the financial year 2022 in the period from January 1 to December 31, 2022.

§ 2 The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 13: The resolution is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution results from Art. 395 § 2 item 3 of the Code of Commercial Companies.

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No. of shares
Objection
Objection details:

Resolution No. 14 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

§ 1

Mrs. Adrijana Vinter, Member of the Management Board of the Company is hereby granted discharge for the performance of her duties in the financial year 2022 in the period from February 1 to December 31, 2022.

§ 2 The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 14: The resolution is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution results from art. 395 § 2 item 3 of the Code of Commercial Companies.

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Objection details:

Resolution No. 15 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

§ 1

The Chairman of the Supervisory Board of the Company, Mr. Piotr Romanowski, is hereby granted discharge for the performance of his duties in the financial year 2022 in the period from 1 January to 31 December 2022.

§ 2

The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 15: The resolution is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution results from art. 395 § 2 item 3 of the Code of Commercial Companies.

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No. of shares
Objection
Objection details:

Resolution No. 16 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

§ 1

The Deputy Chairman of the Supervisory Board, Mr. Tadeusz Wesołowski, is hereby granted discharge for the performance of his duties in the financial year 2022 in the period from 1 January to 31 December 2022.

§ 2 The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 16: The resolution is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution results from art. 395 § 2 item 3 of the Code of Commercial Companies.

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Objection details:

Resolution No. 17 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

Chabasiewicz, Member of the Company's Supervisory Board, is hereby granted discharge for his duties in the financial year 2022 in the period from January 1 to December 31, 2022.

§ 2 The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 17: The resolution is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution results from art. 395 § 2 item 3 of the Code of Commercial Companies.

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No. of shares
Objection
Objection details:

Resolution No. 18 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

§ 1

Rafał Chwast, Member of the Company's Supervisory Board, is hereby granted discharge for his duties in the financial year 2022 in the period from January 1 to December 31, 2022.

§ 2

The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 18: The resolution is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution results from Art. 395 § 2 item 3 of the Code of Commercial Companies.

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No. of shares
Objection
Objection details:

Resolution No. 19 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

§ 1

Paweł Przewięźlikowski, Member of the Company's Supervisory Board , is hereby granted discharge for his duties in the financial year 2022 in the period from January 1 to December 31, 2022. § 2

The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 19: The resolution is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution results from art. 395 § 2 item 3 of the Code of Commercial Companies.

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Objection
Objection details:

Resolution No. 20 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023 on granting discharge

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 393 point 1 and art. 395 § 2 item 3 of the Code of Commercial Companies resolves as follows:

§ 1

Mr. Jacek Osowski, Member of the Supervisory Board of the Company, is hereby granted discharge for from fulfillment of his duties in the financial year 2022 in the period from 1 January to 31 December 2022.

§ 2

The resolution enters into force upon its adoption.

Justification of the Company's Management Board regarding the draft resolution No. 20: The resolution
is a typical resolution adopted by the General Shareholders Meeting. The necessity to adopt a resolution
results from art. 395 § 2 item 3 of the Code of Commercial Companies.

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No. of shares
Objection
Objection details:

Resolution No. 21 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023

on expressing an opinion on the report on remuneration of members of the Management Board and Supervisory Board of the Company for 2022

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 90g sec. 6 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Journal of Laws of 2020, item 623), resolves as follows:

§ 1

The General Shareholders Meeting decides to give a positive opinion on the report on the remuneration of members of the Management Board and Supervisory Board of the Company for 2022.

§ 2 The resolution enters into force upon its adoption.

Justification of the Company's Management Board to the draft resolution No. 21: The necessity to adopt the resolution results from Art. 395 § 21 of the Code of Commercial Companies in connection with art. 90g sec. 6 of the Act of 29 July 2005 on Public Offering and Conditions for Introducing Financial Instruments to Organized Trading and on Public Companies.

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Resolution No. 22 of the Annual General Shareholders Meeting of Selvita S.A. with its registered office in Kraków of June 27, 2023

on approving the amendment to the Regulations of the Supervisory Board

The General Shareholders Meeting of Selvita S.A. with its registered office in Kraków (the "Company"), acting pursuant to Art. 391 § 3 of the Code of Commercial Companies and § 19 sec. 1 lit. k) of the Company's Articles of Association resolves as follows:

§ 1

Amendments to the Regulations of the Supervisory Board of the Company are approved, consisting in: a) Changing the current wording of § 4 sec. 4:

The minutes of the Supervisory Board meeting are signed by all the Supervisory Board members present at the meeting , but not later than at the next Supervisory Board meeting.

on the following:

" The minutes of the Supervisory Board meeting are signed by at least the Member of the Supervisory Board conducting the meeting or ordering the voting .";

b) Changing the current wording of § 7 sec. 3:

"Members of the Council may participate in its meetings and vote by means of direct remote communication, and in particular it is allowed to participate in Council meetings by teleconference and videoconference. Casting a vote in these modes is done by unambiguously specifying the position of the voter. The Chairman of the Council decides about doubts" to the following:

" Members of the Supervisory Board may participate in its meetings and vote by means of direct remote communication, and in particular it is allowed to participate in meetings of the Supervisory Board by means of teleconferences and videoconferences. Casting a vote in these modes is done by unambiguously specifying the position of the voter. The Chairman of the Council decides about doubts. It is also permissible to adopt resolutions in a mixed mode, i.e. when some members of the Supervisory Board participate in the meeting of the Supervisory

Board in person and at least one Member of the Supervisory Board participates in the meeting using means of direct remote communication. Adoption of a resolution using means of direct remote communication is approved by the Chairman of the Supervisory Board, who collects votes from other Members of the Supervisory Board.";

• c) Changing the existing definition of § 11 to § 12;
• d) Adding a new § 11 with the following wording:

" § 11

Form of information transfer

1. It is possible to fulfill the information obligations specified in Art. 380 ¹§ 1 of the Commercial Companies Code in any form, including electronic, documentary, oral, via means of direct remote communication.

§ 2

The Regulations of the Supervisory Board of the Company, taking into account the changes referred to in § 1, is attached to this Resolution.

§ 3

The resolution enters into force upon its adoption.

Justification of the Management Board of the Company to the draft resolution No. 22: The need to adopt the resolution is justified by the amendments to the Code of Commercial Companies, which entered into force on October 13, 2022. The proposed changes include, in particular, the method of organizing meetings of the Supervisory Board, taking into account modern means of remote communication and issues related to the new information obligations of the Management Board of the Company towards the Supervisory Board.

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