Colt CZ : Announcement of the results of the decision of the General Meeting

Announcement of the Results of Decisions of the General Meeting of Colt CZ Group SE adopted outside the General Meeting (Decisions per rollam)

In accordance with the provisions of Section 418 et seq. of Act No. 90/2012 Coll., on Companies and Cooperatives (the Companies Act), as amended (the "CA"), and with the Article 11. of the valid and effective Articles of Association of the Company, the Board of Directors of Colt CZ Group SE, with its registered office at Opletalova 1284/37, Nové Město, 110 00 Prague 1, ID No.: 291 51 961, registered in the Commercial Register kept by the Municipal Court in Prague, File No.: H 962 (the "Company") submitted on 6 May 2022 a draft decision of the Company's General Meeting to be adopted outside its meeting (decision per rollam) to the Company's shareholders. The draft decision also included a notarial deed pursuant to Section 419(2) of the CA.

1. General summary:

The Company's General Meeting adopted a decision outside its meeting (decision per rollam) consisting of sixteen points regarding the following matters:

1.1 Draft resolution - Approval of the regular financial statements for 2022 (Draft I):

"The Company's General Meeting hereby approves the regular financial statements for the financial year from 1 January 2022 to 31 December 2022, which have been

audited by the	auditor and are included in the annual report	published
on the Company's	website	(athttps://www.coltczgroup.com/en/	under
the "Investors" link in the "General Meetings" section)."

1.2 Draft resolution - Approval of the consolidated financial statements for 2022 (Draft II):

"The Company's General Meeting hereby approves the consolidated financial statements for the financial year from 1 January 2022 to 31 December 2022, which have been audited by the auditor and are included in the annual report published on the Company's website (at https://www.coltczgroup.com/en/under the "Investors" link in the "General Meetings" section)."

1.3 Draft resolution - Approval of the distribution of profit for 2022 and retained earnings for previous years, and resolution on an increase of the Company's share capital

Colt CZ Group SE | Opletalova 1284/37, 110 00 Prague 1, Czech Republic | TIN 29151961 | VAT CZ 29151961
Registered in Commercial Register kept by the Municipal Court in Prague, File H 962	coltczgroup.com

by subscription of new shares and setting off the issue price for the newly subscribed shares against the share in profits (Draft III):

"The General Meeting of the Company hereby resolves to apply the Company's economic result for 2022, i.e. the non-consolidated profit for 2022 after tax and retained earnings for previous years in the total amount of CZK 1,034,016,060 (one billion thirty-four million sixteen thousand sixty Czech crowns), as follows:

• a profit in the amount of CZK 926,624,072.34 (nine hundred twenty-six million six hundred twenty-four thousand seventy-two Czech crowns and thirty-four hellers) for 2022 will be distributed among the shareholders of the Company, to each shareholder of the Company in proportion of the par value of the shares held by such shareholder of the Company to the total share capital of the Company. The record date for exercising the right to a share in profits is 19 June 2023. The share in profits is payable on or before 19 September 2023;
• a profit in the amount of CZK 107,391,987.66 (one hundred seven million three hundred ninety one thousand nine hundred eighty-seven Czech crowns and sixty-six hellers) from the account of retained earnings will be distributed among the shareholders of the Company, to each shareholder of the Company in proportion of the par value of the shares held by such shareholder to the total share capital of the Company. The record date for exercising the right to a share in profits is 19 June 2023. The share in profits is payable on or before 19 September 2023.

The share in profits will be distributed to the shareholders of the Company in cash, unless permitted otherwise below.

The Company permits that a shareholder of the Company may choose to receive a share in profits in the form of subscription of new shares in the Company. The right to receive a share in profits in the form of the Company shares may in such case be exercised by the shareholders of the Company who will, as at 19 June 2023 as the record date for the exercise of the right to receive a share in profits, be entitled to preferential subscription of the Company shares in respect of 30 (thirty) shares in the Company or a multiple of 30 (thirty) and simultaneously to a share in profits equal to profit from 30 (thirty) shares in the Company or a multiple of 30 (thirty) (the "Entitled Shareholder"). If an Entitled Shareholder chooses to have a share in profits distributed to them in the form of shares, such shareholder will, for each 30 (thirty) shares or for the entitlement to a share in profits equal to profit from 30

(thirty) shares, receive 1 (one) new share in the Company and the issue price for 1 (one) new share will be equal to distribution of a share in profits of CZK 585 (five hundred eighty-five Czech crowns), provided that for each 1 (one) share giving rise to the right to have a share in profits distributed in the form of shares the amount of CZK 19.50 (nineteen Czech crowns and fifty hellers) will be set off against the issue price of 1 (one) new share. The remainder of the share in profits attributable to 1 (one) share in the Company, after applicable withholding taxes, will be paid to the shareholder of the Company in cash. A shareholder of the Company may only exercise the right to choose a share of profits in the form of shares in the Company in respect of a whole new share. The record date for the distribution of a share in profits and for the exercise of the priority right is 19 June 2023 as the 4th (fourth) business day after the date of adoption of the relevant resolution by the Company's

General Meeting, and these conditions must also be fulfilled at the time of making the choice (the "Right of Choice"). No person other than an Entitled Shareholder may exercise the Right of Choice. An Entitled Shareholder of the Company may exercise the Right of Choice within 3 (three) weeks of 26 June 2023 (inclusive); after that the Right of Choice will be extinguished. If an Entitled Shareholder fails to exercise the Right of Choice within the set time period, the share in profits will be distributed to them in cash.

In order to be entitled to receive a share of profits in the form of the Company's shares, and strictly subject to the conditions above, the General Meeting of the Company hereby resolves, in accordance with the provisions of Section 421(2)(b) of the Companies Act and Article 30.1 of the Company's Articles of Association, to increase the Company's share capital as follows:

1. Scope and method of capital increase

In accordance with the provisions of Section 474 et seq. of Act no. 90/2012 Sb., on business companies and cooperatives (the Companies Act), as amended (the "Companies Act"), the fully paid up share capital of the Company in the amount of CZK 3,446,720.20 (three million four hundred forty-six thousand seven hundred twenty Czech crowns and twenty hellers) is increased by an amount of up to CZK 114,890.60 (in words: one hundred fourteen thousand eight hundred ninety Czech crowns and sixty hellers). The share capital of the Company is thus increased from the amount of CZK 3,446,720.20 (three million four hundred forty-six thousand seven hundred twenty Czech crowns and twenty hellers) to a maximum amount of CZK 3,561,610.80 (in words: three million five hundred sixty-one thousand six hundred ten Czech crowns and eighty hellers). It is permitted to subscribe for shares below the proposed amount as set out below, but at least in the amount of CZK 18,464 (eighteen thousand four hundred sixty-four Czech crowns), i.e. at least 184,640 (one hundred eighty-four thousand six hundred forty) registered shares in book-entry form, with a par value of CZK 0.10 (ten hellers) per share. Subscription for shares above the proposed amount is not permitted.

The increase of the Company's share capital will be affected by subscription of new shares, the issue price of which will only be paid by cash contributions, exclusively by offsetting the Company's claim arising from the issue price due from the Entitled Shareholder who exercised the Right of Choice against the claim of the Entitled Shareholder who exercised the Right of Choice for payment of the share of profit. No other form of fulfilment of the contribution obligation is permissible.

The maximum number of newly subscribed shares of the Company will be 1,148,906 (in words: one million one hundred forty-eight thousand nine hundred six) registered shares in book-entry form, with a par value of CZK 0.10 (ten hellers) per share ("New Shares"). The issue price of each New Share of the Company will be CZK 585 (five hundred eighty-five Czech crowns). The issue premium of each New Share is therefore CZK 584.90 (five hundred eighty-four Czech crowns and ninety hellers), while the issue premium attributable to the total number of New Shares will be a maximum of CZK 671,995,119.40 (in words: six hundred seventy-one million nine hundred ninety-five thousand one hundred nineteen Czech crowns and forty hellers). It is not possible to subscribe for New Shares by non-cash contributions.

New Shares will not be subscribed for on the basis of a public offering pursuant to Sections 480 through 483 of the Companies Act, by shareholders' agreement

pursuant to Section 491 of the Companies Act, or by an offering to a pre-determined bidder.

New Shares may only be subscribed by exercising the priority subscription right on the terms set out below. It is not possible to subscribe for New Shares without exercising the priority subscription right.

If the increase in the share capital of the Company does not reach the amount by which the share capital of the Company is to be increased, the increase in the share capital and/or the final number of New Shares, as the case may be, will be decided by the Board of Directors of the Company in the context of the final amount of the increase in the share capital of the Company as decided by the Board of Directors of the Company. The decision will be made by the Board of Directors of the Company no later than 19 September 2023.

1. Data for the exercise of the priority right to subscribe for shares

Entitled Shareholders holding at least 30 (thirty) shares in the Company have a priority right to subscribe for the New Shares subscribed to increase the share capital, pro rata to their interest in the share capital of the Company.

The priority right to subscribe for those shares that were not subscribed for by another Entitled Shareholder in the first round is excluded in the second or any subsequent subscription round, in accordance with the provisions of Section 484(2) of the Companies Act and Article 30.4 of the Company's Articles of Association.

New Shares that are not subscribed by exercising the priority right of the Entitled Shareholders within the time limit set for the Entitled Shareholder's election to receive a share of profits in the form of the Company's shares will not be issued.

The Board of Directors of the Company is obliged to deliver a notice containing information pursuant to Section 485(1) of the Companies Act to the shareholders in the manner specified therein without undue delay after the adoption of the resolution on the increase of the share capital. The notice will be deemed delivered upon publication of the notice in the Commercial Bulletin and its posting on the Company's website.

The place for subscription of New Shares with the exercise of the priority right is the office of the Company located at náměstí Republiky 2090/3a, Nové Město, 110 00 Prague 1, or a branch of a bank or similar institution designated by the Company (the "Company's Office"), during normal business hours which are from 9:00 a.m. to 3:00 p.m. every working day. The Company's Office is also where the Entitled Shareholder will exercise the Right of Choice regarding the share of profit in the form of Company's shares within the set time limit if the Company's shareholder elects to receive the share of profit in the form of Company's shares. In such case, the shareholder will state in the Company's Office the number of shares held by them in respect of which they are exercising their priority right to subscribe for the New Shares and will thereupon deliver to the Company's Office a completed set-off agreement signed by the shareholder with a certified signature as set out below.

For every 1 (one) existing share with a par value of CZK 0.10 (ten hellers), 1/30 (one thirtieth) of a New Share with a par value of CZK 0.10 (ten hellers) may be subscribed. Only whole shares can be subscribed for. The priority right thus arises for a shareholder of the Company who holds at least 30 (thirty) shares in the

Company, and specifically the right to 1 (one) New Share for every 30 (thirty) shares in the Company.

A maximum of 1,148,906 (in words: one million one hundred forty-eight thousand nine hundred six) registered shares of the Company in book-entry form with a par value of CZK 0.10 (ten hellers) each may be subscribed using the priority right.

The issue price of the New Shares subscribed for using the priority right is CZK 585 (five hundred eighty-five Czech crowns) per 1 (one) New Share. The issue premium of each of the New Shares subscribed for using the priority right will therefore be CZK 584.90 (five hundred eighty-four Czech crowns and ninety hellers). The rights attaching to the New Shares will be the same as those attaching to the Company's existing shares.

In accordance with the provisions of Section 485(1)(d) of the Companies Act, the record date for exercising the priority right is the fourth business day following the adoption of the resolution of the General Meeting, which means that the priority right to subscribe for New Shares will be granted to persons who will be shareholders of the Company as of the record date for exercising the priority right, i.e. as of 19 June 2023. Transferability of the priority right to subscribe for New Shares, as well as the assignment of the rights acquired for the Right of Choice, is excluded due to the nature of the capital increase.

The issue price of the New Shares subscribed for with the use of the priority right must be fulfilled by 19 September 2023 by setting off the issue price of the subscribed New Shares in full against the shareholder's right to a share in the Company's profits.

Since the issue price of the New Shares can only be fulfilled by setting off the issue price of the subscribed New Shares in full against a part of the given Entitled Shareholder's share of the Company's profit, the agreement on the set-off of mutual claims pursuant to the provisions of Section 21(3) of the Companies Act is the only method of payment of the issue price for the subscribed New Shares and its execution is a condition for the exercise of the priority right and the distribution of the share of profit in the form of Company's shares based on the Right of Choice.

The General Meeting hereby approves, in accordance with the provision of Section 21(3) of the Companies Act, the draft agreement on set-off of mutual claims in the model form wording, attached as Annex 1 to this draft resolution, to be entered into between the Company and the Entitled Shareholder, i.e. specifically the shareholder of the Company who, as at the Record Date, will be entitled to the right to a share of profit in respect of at least 30 (thirty) shares or a multiple of 30 (thirty) and to the right to priority subscription in respect of at least 30 (thirty) shares or a multiple of 30 (thirty), the record date for the right to a share of profits and for the exercise of the priority right being identical, namely the 4th (fourth) business day following the adoption of the resolution of the General Meeting, and for whom the above- mentioned conditions will continue to be fulfilled as at the date of exercise of the Right of Choice, and who will simultaneously exercise the priority right to subscribe for the New Shares in the manner described.

The agreement on set-off must be entered into by the Company's shareholder upon exercising the Right of Choice no later than 17 July 2023 (inclusive), i.e. by the end of the period within which the Company's shareholder enjoys the Right of Choice in respect of a share of profit in the form of the Company's shares. The signature of