The drafts of resolutions for the General Meeting of Shareholders on June 20, 2018 Resolution No. 1 The General Meeting of Shareholders Wawel S.A. in Cracow under the art.409 of the Commercial Companies Code elects as the Chairman of the General Meeting of Shareholders Resolution No. 2 The General Meeting of Shareholders Wawel S.A. in Cracow elects as the Secretary of the General Meeting of Shareholders... Resolution No. 3 The General Meeting of Shareholders Wawel S.A. in Cracow accepts the proposed agenda. Resolution No. 4 The General Meeting of Shareholders Wawel S.A. in Cracow under the art. 395 2 pt. 1 of the Commercial Companies Code and 11 pt 1 of the Articles of Associations, after consideration, approves: the report of the Management Board on business activity and financial statement for 2017, including the presented by the Management Board of Wawel S.A. in Cracow and inspected by the Supervisory Board and statutory auditors from Ernst & Young Audyt Polska Spółka z ograniczoną odpowiedzialnością sp.k. seated in Warsaw (reg. no. 130): - the financial statement prepared as for 31.12.2017, which assets and liabilities present the same amount 732,315,537.29 PLN, - total incomes statement prepared for the period from 01.01.2017 to 31.12.2017 presenting the sum in the amount 110,391,448.39 PLN including: the net profit in the amount 113,322,471.66 PLN, - statement of changes in equity for the period from 01.01.2017 to 31.12.2017 presenting the increase of equity by the Mount 80,396,348.59 PLN. - cash flow statement for the period from 01.01.2016 to 31.12.2016 presenting the decrease of the net pecuniary assets by the amount 16,766,581.77 PLN, - Explanatory notes and additional information. Resolution No. 5 The General Meeting of Shareholders Wawel S.A. in Cracow approves the report of the Supervisory Board from the inspection of the report of the Management Board on business activity and financial statement for 2017, the proposal of the Management Board concerning the dividing the profit for the previous year and also Report of the Supervisory Board on the business activity of Wawel S.A. for 2017. 1
Resolution No. 6 The General Meeting of Shareholders Wawel S.A. in Cracow under the art. 395 2 pt. 2 of the Commercial Companies Code and 11 pt. 4 of the Articles of Associations adopts that the Company s net profit for the 2017 in the amount: 113,322,471.66 PLN will be designated for: - dividend in the amount of: 37,493,875.00 PLN - supplementary capital in the amount of: 75,828,596.66 PLN. is stated that: the dividend per one shares is 25.00 PLN gross, he date of setting the right to dividend is July 2, 2018, he date of dividend payout is July 10, 2018. The above method of dividing the profit results from the proposal of Supervisory Board who according to the resolution No 2 dated on May 23, 2018 proposed the way of distribution of the profit specified in the above resolution, i.e. that the dividend per share is PLN 25.00. The Management Board submitted to the Supervisory Board proposal for dividend in the amount of PLN 20.00 per share. In the opinion of the Management Board, payment of the dividend in the amount proposed by the Supervisory Board shall not weaken the Company s market position. Resolution No. 7 The General Meeting of Shareholders Wawel S.A. in Cracow under the art. 395 2 pt. 3 of the by the Management Board reports on business activity of the Company in 2017 grants the President of the Management Board Mr Dariuszowi Orłowskiemu the vote of acceptance for discharge of his duties in 2017. Resolution No. 8 The General Meeting of Shareholders Wawel S.A. in Cracow under the art. 395 2 pt. 3 of the by the Management Board reports on business activity of the Company in 2017 grants the Member of the Management Board Mr Wojciech Winkel the vote of acceptance for discharge of his duties in 2017. Resolution No. 9 2
by the Supervisory Board reports for 2017 grants the Chairman of the Supervisory Board Mr. Herman Opferkuch the vote of acceptance for discharge of his duties in 2017. Resolution No. 10 by the Supervisory Board reports for 2017 grants the Vice Chairman of the Supervisory Board Mr. Eugeniusz Małek the vote of acceptance for discharge of his duties in 2017. Resolution No. 11 by the Supervisory Board reports for 2017 grants the Secretary of the Supervisory Board Mr. Paweł Bałaga the vote of acceptance for discharge of his duties in 2017. Resolution No. 12 by the Supervisory Board reports for 2017 grants the Member of the Supervisory Board Mrs Nicole Opferkuch the vote of acceptance for discharge of her duties in 2017. Resolution No. 13 by the Supervisory Board reports for 2017 grants the Member of the Supervisory Board Mr. Christoph Koehnlein the vote of acceptance for discharge of his duties in 2017. Resolution No. 14 by the Supervisory Board reports for 2017 grants the Member of the Supervisory Board Mr. Paweł Brukszo the vote of acceptance for discharge of his duties in 2017. Resolution No. 15 by the Supervisory Board reports for 2017 grants the Member of the Supervisory Board Ms Laura Weiss the vote of acceptance for discharge of her duties in 2017. 3
Resolution No. 16 The Ordinary General Shareholders Meeting of Wawel S.A. in Kraków, pursuant to 11 pt 2 of the Articles of Association, due to a secret voting, appoints... to the position of the President of the Management Board for the next term of office. The resolution must be adopted due to expiration of the term of office of the President of the Management Board. Resolution No. 17 The Ordinary General Shareholders Meeting of Wawel S.A. in Kraków determines the number of members of the Supervisory Board of the next term of office to be... persons. The resolution must be adopted due to expiration of the term of office of the Supervisory Board. Resolution No. 18 on appointment of the Supervisory Board of the next term of office The Ordinary General Shareholders Meeting of Wawel S.A. in Kraków, pursuant to 11 pt 2 of the Articles of Association, due to a secret voting, appoints the following persons to be the members of the Supervisory Board for the next term of office: The resolution must be adopted due to expiration of the term of office of the Supervisory Board. Resolution No. 19 The General Meeting of Shareholders Wawel S.A. in Cracow under the art. art. 393 pt. 4 of the Commercial Companies Code and 11 pt 11 of the Articles of Association passes the following resolution: 1 The General Meeting of Shareholders expresses consent to purchase the real properties located in in Niezdów, Lesser Poland voivodeship, Myślenice poviat, in municipality Dobczyce (plots No 125/3 and 125/4, total area 1,4482 hectare with an administrative office building with a total uasable area of 468.02 m2, KW No KR2Y/00030511/2). 4
2 The purchase of the real property worth PLN 3,046,600.00 PLN (say: three million forty-six thousand six hundred) zlotys net shall take place on the conditions agreed by the Management. 3 The Management Board is authorized and obliged to take the actual and legal actions in order to perform the activities indicated in 1 above. The resolution is effective as of being adopted. 4 Due to the location of the above-described property very close to the production facilities of the Company in Dobczyce, taking into consideration the need to provide the additional office space for purposes related to the administration and management of the Company, the Management Board decided to request the General Meeting to give a consent to its acquisition. In the opinion of the Management Board, the acquisition of the above-described real estate is a natural step resulting from the concentration of the Company's operations in Dobczyce and will contribute to the improvement of the Company's operations. Resolution No. 20 The General Meeting of Shareholders Wawel S.A. in Cracow under the art. art. 393 pt. 4 of the Commercial Companies Code and 11 pt 11 of the Articles of Association passes the following resolution: 1 The General Meeting of Shareholders expresses consent to purchase the real properties located in in Dobczyce, Lesser Poland voivodeship, Myślenice poviat, in municipality Dobczyce, i.e.: 1) plot No 1185/4, area 0.0078 ha and plot No 1186/13, area 0.0646 ha, KW No KR2Y/00019824/6 2) plot No 1186/17, area 0.0900 ha, KW No KR2Y/00015490/7. 2 The purchase of the real property specified above shall take place on the conditions agreed by the Management Board after the consent of the Supervisory Board. 3 The Management Board is authorized and obliged to take the actual and legal actions in order to perform the activities indicated in 1 above. The resolution is effective as of being adopted. 4 5
W związku z położeniem wyżej opisanych nieruchomości w bezpośrednim sąsiedztwie zakładów produkcyjnych Spółki ich zakup zapewni lepszą komunikację z nieruchomościami, o których mowa w uchwale nr 19 powyżej, a także zapewnieni lepszy dojazd i połączenie z zakładami produkcyjnymi, stąd Zarząd Spółki postanowił zwrócić się do Walnego Zgromadzenia o wyrażenie zgody na ich nabycie. Due to the location of the above-described property very close to the production facilities of the Company, their purchase will ensure better communication with the real properties referred to in Resolution No. 19 above, as well as provide better access and connection with production facilities, taht s why the Management Board decided to approach the General Meeting for consent to their purchase. 6