Report No 11 - Adoption of the Incentive Program Regulations by the Management Board of the Company

Current report 11/2021

Subject: Adoption of the Incentive Program Regulations by the Management Board of the Company

Legal basis: Art. 17 sec. 1 of MAR - confidential information

The Management Board of MUZA S.A. (the "Company") informs that the Management Board of the Company, at the meeting on June 26, 2021, adopted the Regulations of the Incentive Program, the purpose of which is to create incentives for people covered by it, as well as to create incentive mechanisms for effective management, ensuring optimal conditions for the increase of the financial results of the Company by binding the persons mentioned above with the Company and its long-term goals. The adopted Program consists in the issue of subscription warrants entitling to acquire Series C Shares.

The Incentive Program is intended for members of the Company's Management Board and Supervisory Board or its subsidiaries, employees, associates, and advisers of the Company or its subsidiaries.

Under the Incentive Program, subscription warrants will be issued in dematerialised form, free of charge, within series A, in the number of up to 268,558.

Detailed rules for the implementation of the Program are included in the Regulations of the Incentive Program below

by Resolution No. 1 of the Management Board of the Company of June 26, 2021

• Resolution of the Ordinary General Meeting of Shareholders ]

based on the authorisation provided for in § 1 sec. 4 Resolution No. 18/2018 of the Ordinary General Meeting of the Company of June 16, 2018, on adopting an incentive program, issuing subscription warrants with the exclusion of subscription rights, applying for the admission of shares issued under the conditional share capital increase to trading on the regulated market and their dematerialisation and the related amendment to the Company's Articles of Association, amended by Resolution No. 26/2021 of the Ordinary General Meeting of the Company of June 26, 2021

§ 1. SUBJECT OF THE REGULATIONS

[Incentive Program]

1. The Regulations define the detailed rules and conditions for the implementation of the Incentive Program consisting in the issue of Subscription Warrants (as defined in § 3.1 Of the Regulations), entitling to take up Series C Shares (as defined in § 4.1 Of the Regulations),
   in particular:
2. 1. the conditions for the acquisition, exercise and loss of the right to acquire Subscription Warrants,
   2. the conditions for the acquisition, exercise and loss of the right to acquire Series C Shares by Eligible Persons.
3. The purpose of the Incentive Program is to create incentives for persons indicated in § 2.1 Of the Regulations, as well as the creation of incentive mechanisms for effective management, ensuring optimal conditions for the increase of the Company's financial results by binding the above-mentioned persons with the Company and its long-term goals.
4. The Regulations should be interpreted taking into account the wording of the Ordinary General Meeting of Shareholders' Resolution, the content of which (in case of doubts) takes precedence over the Regulations.

§ 2. ELIGIBLE PERSONS AND PARTICIPATION AGREEMENTS

2.1. The Incentive Program is intended for (§ 1 section 2 of the Ordinary General Meeting of Shareholders' Resolution):

1. members of the Management Board and Supervisory Board of the Company or its subsidiaries,
2. employees, associates and advisers of the Company or its subsidiaries.

[Eligible Persons]

2.2. Subject to paragraph 2.3, including a person who meets the criteria specified in sec. 2.1 (as an Eligible Person) in the Incentive Program is made by a resolution of the Management Board of the Company, indicating:

1. the Eligible Person,
2. the number of Subscription Warrants that the given Eligible Person may acquire,
3. possible conditions, the fulfilment of which depends on the entitlement of the Eligible Person to acquire Subscription Warrants (if they are reserved),
4. the possible date on which a given Eligible Person may acquire the Subscription Warrants.

2.3. Including a member of the Company's Management Board in the Incentive Program requires a prior resolution of the Supervisory Board of the Company to consent to their inclusion in the Incentive Program, including the elements specified in par. 2.2.

[Participation Agreement]

1. After adopting the Resolution referred to in para. 2.2:
2. 1. The Management Board of the Company shall immediately inform the Eligible Person about their inclusion in the Incentive Program, at the same time providing them with the draft Participation Agreement, essentially consistent with Appendix 2.4(a), taking into account the content of the Resolution referred to in para. 2.2,
      (information may be sent via e-mail),
   2. The Eligible Person shall, within seven days of receiving the information referred to in sec. 2.4(a), confirm the will to participate in the Incentive Program by providing a copy of the Participation Agreement signed by him, indicating the securities account kept for the Eligible Person.
3. The conclusion of the Participation Agreement and indication of the securities account is a prerequisite for the Eligible Person to be included in the Incentive Program and for the Eligible Person to become eligible for Subscription Warrants.
4. Refusal to conclude the Participation Agreement in the wording sent pursuant to sec. 2.4(a), failure to provide it with a signed copy in accordance with paragraph 2.4(b) or failure to indicate the securities account - is tantamount to the expiry of the rights of the Eligible Person resulting from the Resolution referred to in sec. 2.2.

[List of Eligible Persons]

2.7. The Company's Management Board keeps and updates the list of Eligible Persons (List of Eligible Persons) with whom Participation Agreements have been concluded and who has indicated the securities account kept for them.

The list of Eligible Persons includes the information referred to in para. 2.2, concerning all Eligible Persons, indicating whether and when a given Eligible Person took up the Subscription Warrants and in what quantity.

The Management Board of the Company may keep the list of Eligible Persons in electronic form.

§ 3. SUBSCRIPTION WARRANTS

[ Subscription Warrants ]

3.1. Subscription Warrants are registered securities issued by the Company:

1. pursuant to § 2 of the Ordinary General Meeting of Shareholders' Resolution,
2. in a dematerialised form,
3. free of charge,

1. 1. as part of the A-series,
   2. up to 268,558 pieces.
2. Each Subscription Warrant incorporates the right to acquire one Series C Share (as defined in § 4.1 Of the Regulations).
3. The Subscription Warrants may be acquired by Eligible Persons who concluded Participation Agreements with the Company, in the number and on the terms specified therein.
   If the Participation Agreement provides for the conditions referred to in § 2.2(c) of the Regulations, then the acquisition of the Subscription Warrants will be possible after the Company's Board of Directors adopts a resolution confirming their fulfilment.
   In the absence of any objection to the terms mentioned above, the Subscription Warrants may be covered immediately after the conclusion of the Participation Agreement and including a given person in the List of Eligible Persons, unless a different date is indicated in the Participation Agreement, referred to in § 2.2(d) Of the Regulations.

[Offer for the Acquisition of Subscription Warrants]

3.4. After the entitlement to acquire Subscription Warrants arises pursuant to sec. 3.3, The Company will submit an offer to the Eligible Person for their acquisition, with the content specified in Appendix 3.4 (Offer for the Acquisition of Subscription Warrants),

to which the Regulations will be attached along with the following templates:

[Subscription Warrants Registration Form]

1. Subscription Warrants registration form - with the content specified in Appendix 3.4(a) (Subscription Warrants Registration Form),
   and

[Acquisition of Shares Declaration Form]

1. 1. the form of a declaration on acquiring the Shares within the exercise of the rights attached to the Subscription Warrants - with the content specified in Appendix 3.4(b) (Acquisition of Shares Declaration Form).
2. The Eligible Person's exercise of the rights related to their inclusion in the Incentive Program takes place by accepting the Subscription Warrant Offer, by completing, signing and delivering a Subscription Warrants Registration Form to the Company.
3. The period within which the Subscription Warrant Offer may be accepted shall be specified in the Participation Agreement.
4. Upon receipt of a Subscription Warrants Registration Form, the Company shall take action to register the Subscription Warrants in the depository of securities maintained by the National Depository for Securities S.A. in Warsaw.
5. The Subscription Warrants are non-transferable, except for their sale to another participant of the Incentive Program.

3.9. The Subscription Warrants are inheritable. Accordingly, the heirs of the Eligible Person should indicate to the Company one person entitled to exercise the rights under the Subscription Warrants. In the absence of such a person before the date specified in § 4.5 Of the Regulations, the entitlement under the Subscription Warrant shall expire.

§ 4. EXERCISE OF RIGHTS UNDER SUBSCRIPTION WARRANTS

4.1. Subject to § 3 Of the Regulations, each and every Subscription Warrant entitles to the acquisition of:

[ Series C Shares ]

1. one series C ordinary bearer share, issued as part of the conditional increase of the Company's share capital, referred to in § 3 of the Ordinary General Meeting of Shareholders and § 6a of the Company's Articles of Association (Series C Share),

[ Issue Price ]

1. 1. for the issue price specified in § 3 sec. 5 of the Ordinary General Meeting of Shareholders' Resolution and 6a sec. 3 of the Company's Articles of Association.
2. The right to subscribe for Series C Shares arises on the day the Subscription Warrants are registered on the securities account kept for the Eligible Person under the Subscription Warrants.
3. The Series C Shares may be subscribed for upon prior payment of the entire Issue Price.
4. The rights under the Subscription Warrant shall be exercised by completing, signing and delivering to the Company the Acquisition of Shares Declaration Form.
5. The rights under the Subscription Warrants may be exercised by June 15 2028, after which they expire, and the Subscription Warrants themselves are subject to redemption.
6. After receiving the adequately completed Form of the Acquisition of Shares Declaration and the entire Issue Price, the Management Board shall take steps to allocate and register the Series C Shares on the Eligible Person's securities account.
7. The shares will be the subject of applying for admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange, provided that the criteria and conditions resulting from the relevant provisions of law and regulations of the Warsaw Stock Exchange are met, enabling the Company's shares to be admitted to trading.

§ 5. FINAL PROVISIONS

[Duration of the Incentive Program]

5.1. In the period from the date of adoption of the Regulations to the lapse of the period specified in § 4.5 of the Regulations in which, pursuant to § 2.11 of the Resolution of the Ordinary General Meeting of Shareholders, the rights incorporated in the Subscription Warrants to acquire Series C Shares may be exercised, the Management Board of the

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