Grupa Zywiec S A : Drafts of the resolutions of the Extraordinary General Meeting of Grupa Żywiec S.A. – 29.06.2022

Draft

Resolution No. 1/2022

of the Ordinary General Meeting of Grupa Żywiec Spółka Akcyjna of 29 June 2022

regarding election of Chairman of the Meeting.

According to Article 409 § 1 of the Commercial Companies Code, the Ordinary General Meeting of Grupa Żywiec S.A. hereby decides to elect Mrs /Mr ……..………. as Chairman of

the Meeting.

Draft

Resolution No. 2/2022

of the Ordinary General Meeting of Grupa Żywiec Spółka Akcyjna of 29 June 2022

regarding approval of the Report of the Management Board, the financial statements of

the Company and the consolidated financial statements

of the Capital Group Żywiec S.A. for 2021.

According to Article 393 p. 1) and Article 395 § 2 p. 1) of the Commercial Companies Code and § 25 pas. 1 p. 1) of the Company's Statutes and Article 63c pas. 4 of the Accounting Act, this is to pass the following:

§ 1.

This is to approve the report of the Management Board on the activities of the Company as well as the audited standalone financial statements of the Company for the financial year 2021 which includes:

1. the statement regarding the financial situation as of 31 December 2021, indicating on the side of the assets and liabilities and own capital the amount of PLN 2,508,447 thousand,
2. the statement of profit or loss and other comprehensive income for the period from 1 January 2021 to 31 December 2021, ending with the net profit amounting to PLN 402,106 thousand,
3. the statement regarding changes in the Company's own capital for the period from 1 January 2021 to 31 December 2021, indicating the increase of own capital by the amount of PLN 39,010 thousand,
4. the cash flow statement for the period from 1 January 2021 to 31 December 2021, indicating the cash net outflows of PLN 64,138 thousand,
5. additional information.

§ 2.

This is to approve the audited consolidated financial statements of the Capital Group Żywiec S.A. for the financial year 2021 which includes:

1. the consolidated statement regarding the financial situation of 31 December 2021, indicating on the side of the assets and liabilities and own capital the amount of PLN 2,581,866 thousand,
2. the consolidated statement of profit or loss and other comprehensive income for the period from 1 January 2021 to 31 December 2021, ending with the net profit amounting to PLN 406,580 thousand,
3. the consolidated statement regarding changes in the Company's own capital for the period from 1 January 2021 to 31 December 2021, indicating the increase of own capital by the amount of PLN 43,597 thousand,
4. the consolidated cash flow statement for the period from 1 January 2021 to 31 December 2021, indicating the cash net outflows in the amount of PLN 57,936 thousand,
5. additional information.
6. • 3.

This Resolution comes into force on the day of passing.

Draft

Resolution No. 3/2022

of the Ordinary General Meeting of Grupa Żywiec Spółka Akcyjna of 29 June 2022

regarding distribution of the profit for 2021.

According to Article 395 § 2 p. 2) of the Commercial Companies Code and § 25 pas. 1 p. 2) of the Company's Statutes, this is to pass the following:

§ 1.

The Ordinary General Meeting of the Company decides to distribute the profit for the financial year 2021 for the financial year 2021 in the amount of PLN 402,106,269.11 as follows:

1. to set the dividend for 2021 in the final amount of PLN 20.00 per one share, taking into account the fact that pursuant to the Resolution of the Company's Management Board of 29 October 2021, the Company paid out to the shareholders the amount of PLN 205,426,740.00 as the interim dividend towards the foreseen dividend for the financial year 2021 in the amount of PLN 20.00 per one share,

1. to assign the remaining part of 2021 profit in the amount of PLN 196,679,529.11 for the purpose of the reserve fund assigned to pay dividends in the future.
2. • 2.

This Resolution comes into force on the day of passing.

Draft

Resolution No. 4/2022

of the Ordinary General Meeting of Grupa Żywiec Spółka Akcyjna of 29 June 2022

regarding approval of the actions of Members of the Management Board

in the year 2021.

According to Article 393 p. 1) and Article 395 § 2 p. 3) of the Commercial Companies Code and § 25 pas. 1 p. 3) of the Company's Statutes, this is to pass the following:

§ 1.

This is to approve the actions of:

1. Mr. Francois-Xavier Mahot regarding the execution of duties as President of the Management Board for the period from 1 January 2021 to 28 February 2021,
2. Mr. Simon Amor regarding the execution of duties as President of the Management Board for the period from 1 March 2021 to 31 December 2021,
3. Mr. Marcin Celejowski regarding the execution of duties as Member of the Management Board for the period from 1 January 2021 to 31 December 2021,
4. Mr. Andrzej Borczyk regarding the execution of duties as Member of the Management Board for the period from 1 January 2021 to 31 December 2021,
5. Mrs. Katarzyna Malczewska-Błaszczuk regarding the execution of duties as Member of the Management Board for the period from 1 January 2021 to 19 November 2021
6. Mrs. Karolina Tarnawska regarding the execution of duties as Member of the Management Board for the period from 1 January 2021 to 31 December 2021,
7. Mrs. Olga Prasał regarding the execution of duties as Member of the Management Board for the period from 1 January 2021 to 31 December 2021,
8. Mr. Tomasz Klima regarding the execution of duties as Member of the Management Board for the period from 1 January 2021 to 31 December 2021.

§ 2.

This Resolution comes into force on the day of passing.

Draft

Resolution No. 5/2022

of the Ordinary General Meeting of Grupa Żywiec Spółka Akcyjna of 29 June 2022

regarding approval of the actions of Members of the Supervisory Board

in the year 2021.

According to Article 393 p. 1) and Article 395 § 2 p. 3) of the Code of Commercial Companies and § 25 pas. 1 p. 3) of the Company's Statutes, this is to pass the following:

§ 1.

This is to approve the actions of:

1. Mr. Soren Hagh as Chairman of the Supervisory Board regarding the execution of his duties for the period from 1 January 2021 to 31 December 2021,
2. Mr. Allan Myers as Vice-Chairman of the Supervisory Board regarding the execution of his duties for the period from 1 January 2021 to 31 December 2021,
3. Mr. Hemmo Parson as Member of the Supervisory Board regarding the execution of his duties for the period from 1 January 2021 to 31 December 2021,
4. Mr. John Higgins as Member of the Supervisory Board regarding the execution of his duties for the period from 1 January 2021 to 31 December 2021,
5. Mr. Krzysztof Jasek as Member of the Supervisory Board regarding the execution of his duties for the period from 1 January 2021 to 31 December 2021,
6. Mr. Alle Ypma as Member of the Supervisory Board regarding the execution of his duties for the period from 1 January 2021 to 31 December 2021,
7. Mr. Roelf Duursema as Member of the Supervisory Board regarding the execution of his duties for the period from 1 January 2021 to 31 December 2021,
8. Mr. Jan Rościszewski as Member of the Supervisory Board regarding the execution of his duties for the period from 1 January 2021 to 31 December 2021.
9. • 2.

This Resolution comes into force on the day of passing.

Draft

Resolution No. 6/2022

of the Ordinary General Meeting of Grupa Żywiec Spółka Akcyjna of 29 June 2022

regarding appointment of a member of the Supervisory Board.

According to Article 385 § 1 of the Code of Commercial Companies and § 14 pas.1 of the Company's Statutes, this is to pass the following:

§ 1.

The General Meeting hereby decides to appoint Mr./Mrs. …………………………. to the

Supervisory Board, according to the voting results, for the period of a three-year term.

§ 2.

This Resolution comes into force on the day of passing.

Draft

Resolution No. 7/2022

of the Ordinary General Meeting of Grupa Żywiec Spółka Akcyjna of 29 June 2022

regarding the opinion on the "Report on the remuneration of the Management Board

and Supervisory Board of Grupa Żywiec Spółka Akcyjna for 2021"

§ 1.

Based on Article. 90 g section 6 of the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments to the organized trading system and on public companies, the General Meeting of the Company decides to give a positive opinion on the "Report on the remuneration of the Management Board and Supervisory Board of Grupa Żywiec Spółka Akcyjna for 2021" approved by the Supervisory Board of the Company.

§ 2.

This Resolution comes into force on the day of passing.