Ciech S A : .PDF 2. Resolutions of the Annual General Meeting of CIECH S.A.

RESOLUTION NO. 1

OF THE ANNUAL GENERAL MEETING OF CIECH S.A.

with its registered office in Warsaw of ………………….…………………. 2021

on the election of the Chairperson of the Annual General Meeting

Pursuant to article 409 § 1 of the Commercial Companies Code, it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith elects, as the Chairperson of the Meeting, Mr/Ms …………………………………………………….

§ 2

This resolution shall come into force upon its adoption.

The number of shares from which valid votes have been cast:

Percentage share of those votes in the share capital:

Total number of valid votes:

Number of votes cast "in favour":

Number of votes cast "against":

Number of votes "abstaining":

This resolution will be adopted in a secretballot.

RESOLUTION NO. 2

OF THE ANNUAL GENERAL MEETING OF CIECH S.A.

with its registered office in Warsaw

of …………………………………. 2021

on the adoption of the agenda of the Annual General Meeting

Pursuant to § 18 section 1 of the Rules and Regulations of the General Meeting of

Shareholders of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith adopts the following agenda of the Annual

General Meeting of Shareholders of CIECH S.A.:

1. The opening of the Annual General Meeting of Shareholders.
2. Election of the Chairperson of the Annual General Meeting of Shareholders.
3. Determination that the Annual General Meeting of Shareholders was duly convened and is capable of adopting resolutions.
4. Adoption of the agenda.
5. Consideration of the Report of the Management Board on the activity of the CIECH Group and CIECH S.A. for 2020, together with the Non-Financial Report of the CIECH Group for 2020.
6. Consideration of the Separate Financial Statements of CIECH S.A. for financial year 2020.
7. Consideration of the Consolidated Financial Statements of the CIECH Group for financial year 2020.
8. Consideration of the Report of the Supervisory Board of CIECH S.A. on the activity in financial year 2020, including a report on the results of evaluation of reports on the activity of the CIECH Group and CIECH S.A. for 2020, financial statements of CIECH S.A. and CIECH Group for 2020, taking into account the assessment of the internal control system and the system for the management of risks which are significant to the Company, as well as the proposal of the Management Board regarding the distribution of net profit of CIECH S.A. for 2020.
9. Adoption of a resolution on the approval of the Report of the Management Board on the activities of the CIECH Group and CIECH S.A. for 2020, together with the Non- Financial Report of the CIECH Group for 2020.
10. Adoption of a resolution on the approval of the Separate Financial Statements of CIECH S.A. for financial year 2020.

1. Adoption of a resolution on the approval of the Consolidated Financial Statements of the CIECH Group for financial year 2020.
2. Adoption of a resolution on the approval of the Report of the Supervisory Board of CIECH S.A. on the activity in financial year 2020, including a report on the results of evaluation of reports on the activity of the CIECH Group and CIECH S.A. for 2020, financial statements of CIECH S.A. and CIECH Group for financial year 2020, taking into account the assessment of the internal control system and the system for the management of risks which are significant to the Company, as well as the proposal of the Management Board regarding the distribution of net profit of CIECH S.A. for 2020.
3. Adoption of a resolution on the distribution of net profit for financial year 2020.
4. Adoption of a resolution on the granting to members of the Management Board of acknowledgement of the fulfilment of their duties in financial year 2020.
5. Adoption of a resolution on the granting to members of the Supervisory Board of acknowledgement of the fulfilment of their duties in financial year 2020.
6. Adoption of a resolution on the opinion of the Report of the Supervisory Board of CIECH S.A. on remunerations in 2019 and 2020.
7. Adoption of a resolution on amendments to the Articles of Association of CIECH S.A.
8. Adoption of a resolution on authorisation of the Supervisory Board of CIECH S.A. to adopt the uniform text of the Articles of Association of CIECH S.A.
9. Adoption of a resolution on amending of the Regulations of the General Meeting.
10. Closure of the General Meeting.

§ 2

This resolution shall come into force upon its adoption.

The number of shares from which valid votes have been cast:

Percentage share of those votes in the share capital:

Total number of valid votes:

Number of votes cast "in favour":

Number of votes cast "against":

Number of votes "abstaining":

This resolution will be adopted in an openballot

RESOLUTION NO. 3

OF THE ANNUAL GENERAL MEETING OF CIECH S.A.

with its registered office in Warsaw of …………………………………….. 2021

on the Approval of the Report of the Management Board on the activity of the CIECH

Group and CIECH S.A. for 2020, together with the Non-Financial Report of the CIECH Group

for 2020

Pursuant to article 393 point 1) and article 395 § 2 point 1) & § 5 of the Commercial Companies Code, as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A., upon consideration of the Report of the Management Board on the activity of the CIECH Group and CIECH S.A. for 2020, together with the Non-Financial Report of the CIECH Group for 2020, herewith approves the Report of the Management Board on the activity of the CIECH Group and CIECH S.A. for 2020, together with the Non-Financial Report of the CIECH Group for 2020.

§ 2

This resolution shall come into force upon its adoption.

The number of shares from which valid votes have been cast:

Percentage share of those votes in the share capital:

Total number of valid votes:

Number of votes cast "in favour":

Number of votes cast "against":

Number of votes "abstaining":

This resolution will be adopted in an openballot.

RESOLUTION NO. 4

OF THE ANNUAL GENERAL MEETING OF CIECH S.A.

with its registered office in Warsaw of …………………………………………….. 2021

on the Approval of the Separate Financial Statements of

CIECH S.A. for financial year 2020

Pursuant to article 393 point 1) and article 395 § 2 point 1) of the Commercial Companies Code, as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A., upon consideration of the report of the independent statutory auditor - Deloitte Audyt Sp. z o.o. Sp. k. with its registered office in Warsaw - on the audit of the Separate Annual Financial Statements of CIECH S.A. for financial year 2020 and the evaluation of the Separate Financial Statements of CIECH S.A. for financial year 2020 presented by the Supervisory Board of CIECH S.A., herewith approves the Separate Financial Statements of CIECH S.A. for financial year 2020, including:

1. statement on the financial situation drawn-up as of 31 December 2020 which, on the side of assets and liabilities shows an amount of PLN 4,357,634 thousand (in words: four billion three hundred and fifty-seven million six hundred and thirty-four thousand zlotys),
2. profit and loss account for the period from 1 January 2020 to 31 December 2020, showing a net profit of PLN 155,287 thousand (in words: one hundred and fifty-five million two hundred and eighty-seven thousand zlotys),
3. statement on other total income for the period from 1 January 2020 to 31 December 2020, showing a positive total income of PLN 130,562 thousand (in words: one hundred and thirty million five hundred and sixty-two thousand zlotys),
4. statement on changes in equity for the period from 1 January 2020 to 31 December 2020, showing an increase in equity by PLN 130,562 thousand (in words: one hundred and thirty million five hundred and sixty-two thousand zlotys),
5. statement of cash flows for the period from 1 January 2020 to 31 December 2020, showing an increase in cash by PLN 90,953 thousand (in words: ninety million nine hundred and fifty-three thousand zlotys),