Ze Pak SaGPW: ZEP

Resolutions adopted by the Ordinary General Meeting of ZE PAK SA on June 12, 2025 (download)

· Issued by Ze Pak SA


(This is a translation of the document issued originally in Polish language The Polish original should be referred to in matters of interpretation)

Resolutions adopted by the Ordinary General Meeting of ZE PAK Spółka Akcyjna convened on June 12, 2025 Resolution No. 1 of the Ordinary General Meeting of ZE PAK Spółka Akcyjna seated in Konin of June 12, 2025 on: election of the Chairman of the Ordinary General Meeting

The Ordinary General Meeting of ZE PAK Spółka Akcyjna ("Company"), acting on the basis of Article 409

§ 1 of the Code of Commercial Companies and § 13 of the articles of association of the Company adopts

as follows:

§ 1

To the position of Chairman of the Ordinary General Meeting Mr. Karol Szymański is elected.

§ 2

This resolution comes into force upon adoption.

The number of shares on which valid votes were cast is 45 012 496. The percentage share of these shares in the share capital is 88.57%. The total number of valid votes is 45 012 496, including 45 012 496 votes "in favour", 0 votes "against" and 0 "abstentions".

on: adoption of the agenda Resolution No. 2 of the Ordinary General Meeting of ZE PAK Spółka Akcyjna seated in Konin of June 12, 2025

The Ordinary General Meeting of ZE PAK Spółka Akcyjna ("Company" or "ZE PAK SA") adopts as

follows:

§ 1

The agenda of this Ordinary General Meeting is adopted in the following wording:

  1. Opening of the Ordinary General Meeting.

  2. Election of the Chairman of the Ordinary General Meeting.

  3. Confirmation of the correctness of convening the Ordinary General Meeting and its capacity to adopt resolutions.

  4. Adoption of the agenda.

  5. Examination of the Management Board's Report from ZE PAK SA and ZE PAK SA Capital Group's

    Operations in 2024.

  6. Examination of the Standalone Financial Statements of the Company for the financial year 2024.

  7. Examination of the Consolidated Financial Statements of ZE PAK SA Capital Group for the financial year 2024.

  8. Consideration of the report on the activities of the Supervisory Board of ZE PAK SA in 2024, including report on the results of the assessment of the Company's financial statements for the financial year 2023, the Management Board's report on the Company's operations in 2024 and the proposal of the Management Board regarding the distribution of net profit for 2024.

  9. Adoption of resolutions on:

    1. approval of the Management Board's Report from ZE PAK SA and ZE PAK SA Capital Group's

      Operations in 2024,

    2. approval of the Standalone Financial Statements of ZE PAK SA for the financial year 2024,

    3. distribution of the net profit for 2024,

    4. approval of the Consolidated Financial Statements of ZE PAK SA Capital Group for the financial year 2024,

    5. approval of the annual Statement of Operations of the Supervisory Board of ZE PAK SA in 2024,

    6. granting a vote of acceptance to the members of the Management Board of the Company for performing their duties in 2024,

    7. granting a vote of acceptance to the members of the Supervisory Board of the Company for performing their duties in 2024.

  10. Adoption of a resolution regarding the opinion on the Report on the remuneration of Members of the Management Board and Supervisory Board of ZE PAK SA for 2024.

  11. Adoption of a resolution on the approval of the selection of an audit firm to certify sustainable development reporting in 2024-2025.

  12. Adoption of a resolution on establishing the number of members of the Supervisory Board of ZE PAK

    S.A. for the new, 9th term of office.

  13. Adoption of resolutions on the appointment of Members of the Supervisory Board of ZE PAK S.A. for the new, 9th term of office.

  14. Adoption of a resolution on determining the remuneration for Members of the Supervisory Board of ZE PAK S.A. of the new, 9th term of office.

  15. Closing the sessions.

    § 2

    This resolution comes into force upon adoption.

    The number of shares on which valid votes were cast is 45 012 496. The percentage share of these shares in the share capital is 88.57%. The total number of valid votes is 45 012 496, including 45 012 496 votes "in favour", 0 votes "against" and 0 "abstentions".

    Resolution No. 3 of the Ordinary General Meeting of ZE PAK Spółka Akcyjna seated in Konin of June 12, 2025 on: approval of the Management Board's Report from ZE PAK SA and ZE PAK SA Capital Group's

    Operations in 2024

    The Ordinary General Meeting of ZE PAK Spółka Akcyjna ("Company") acting on the basis of Article 395

    § 2 item 1 of the Code of Commercial Companies and § 14 section 3 item 1 of the Articles of Association

    of the Company, adopts as follows:

    § 1

    The Ordinary General Meeting, having examined the Management Board's Report from ZE PAK SA and ZE PAK SA Capital Group's Operations in 2024, taking account of the evaluation of this report made by the Supervisory Board of the Company, decides to approve the Management Board's Report from ZE PAK SA and ZE PAK SA Capital Group's Operations in 2024.

    § 2

    This resolution comes into force upon adoption.

    The number of shares on which valid votes were cast is 45 012 496. The percentage share of these shares in the share capital is 88.57%. The total number of valid votes is 45 012 496, including 45 012 496 votes "in favour", 0 votes "against" and 0 "abstentions".

    Resolution No. 4 of the Ordinary General Meeting of ZE PAK Spółka Akcyjna seated in Konin of June 12, 2025 on: approval of the Standalone Financial Statements of ZE PAK SA for the financial year 2024

    The Ordinary General Meeting of ZE PAK Spółka Akcyjna ("Company") acting on the basis of Article 395

    § 2 item 1 of the Code of Commercial Companies and § 14 section 3 item 1 of the Articles of Association

    of the Company, adopts as follows:

    § 1

    The Ordinary General Meeting, after considering the financial statements of ZE PAK Spółka Akcyjna for

    the year ended December 31, 2024, including:

    1. introduction to the financial statement and additional information and explanations;

    2. the balance sheet prepared as at December 31, 2024, which on the assets and liabilities side shows the amount of PLN 3 033 269 415.58 PLN (in words: three billion thirty-three million two hundred and sixty-nine thousand four hundred and fifteen zlotys, 58/100);

    3. profit and loss account for the period from January 1, 2024 to December 31, 2024 showing a net profit in the amount of PLN 65 191 973.36 PLN (in words: sixty-five million one hundred and ninety-one thousand nine hundred and seventy-three zlotys, 36/100);

    4. a statement of changes in equity for the period from January 1, 2024 to December 31, 2024 showing an increase in equity by the amount of PLN 65 191 973.36 PLN (in words: sixty-five million one hundred and ninety-one thousand nine hundred and seventy-three zlotys, 36/100);

    5. cash flow statement for the period from January 1, 2024 to December 31, 2024, showing an increase in cash within the financial year by the net amount of PLN 19 809 394.96 PLN (in words: nineteen million eight hundred and nine thousand three hundred and ninety-four zlotys, 96/100).

and having read the report and the opinion of an independent certified auditor acting on behalf of the audit firm PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. from the examination of this report, decides to approve the financial statements of ZE PAK Spółka Akcyjna for the year ended December 31, 2024.

§ 2

This resolution comes into force upon adoption.

The number of shares on which valid votes were cast is 45 012 496. The percentage share of these shares in the share capital is 88.57%. The total number of valid votes is 45 012 496, including 45 012 496 votes "in favour", 0 votes "against" and 0 "abstentions".

Resolution No. 5 of the Ordinary General Meeting of ZE PAK Spółka Akcyjna seated in Konin of June 12, 2025 on: distribution of the net profit for 2024

The Ordinary General Meeting of ZE PAK Spółka Akcyjna ("Company") acting on the basis of article 395

§ 2 item 2 of the Code of Commercial Companies and § 14 section 3 item 2 of the Articles of Association

of the Company, adopts as follows:

§ 1

The Ordinary General Meeting decides to allocate the net profit for 2024 in the amount of PLN 65 191 973.36 (in words: sixty-five million one hundred and ninety-one thousand nine hundred and seventy-three zlotys, 36/100) for the supplementary capital.

§ 2

This resolution comes into force upon adoption.

The number of shares on which valid votes were cast is 45 012 496. The percentage share of these shares in the share capital is 88.57%. The total number of valid votes is 45 012 496, including 45 012 496 votes "in favour", 0 votes "against" and 0 "abstentions".

Resolution No. 6 of the Ordinary General Meeting of ZE PAK Spółka Akcyjna seated in Konin of June 12, 2025 on: approval of the Consolidated Financial Statements of ZE PAK SA Capital Group for the financial year 2024

The Ordinary General Meeting of ZE PAK Spółka Akcyjna ("Company") acting on the basis of article 55 and 63c section 4 of the Act of 29 September 1994 on Accounting (JoL of 2024 pos. 120) adopts as follows:

§ 1

The Ordinary General Meeting after consideration of the consolidated financial statements of the Capital

Group of ZE PAK Spółka Akcyjna for the year ended December 31, 2024, including:

  1. consolidated statement of financial situation as at December 31, 2024, which on the assets and liabilities side shows the amount of PLN 3 849 821 000 (in words: three billion eight hundred and forty-nine million eight hundred and twenty-one thousand zlotys),

  2. consolidated profit and loss account for the year ended December 31, 2024 showing a profit in the amount of PLN 262 915 000 (in words: two hundred and sixty-two million nine hundred and fifteen thousand zlotys),

  3. consolidated statement of comprehensive income for the year ended December 31, 2024 showing a total profit in the amount of PLN 261 782 000 (in words: two hundred and sixty-one million seven hundred and eighty-two thousand zlotys),

  4. consolidated statement of changes in equity for the year ended December 31, 2024 showing an increase in equity by PLN 263 962 000 (in words: two hundred and sixty-three million nine hundred and sixty-two thousand zlotys),

  5. consolidated cash flow statement for the year ended December 31, 2024 showing a decrease in net cash balance by PLN 28 050 000 (in words: twenty-eight million fifty thousand zlotys),

  6. additional information;

and having read the report and the opinion of an independent certified auditor acting on behalf of the auditing company PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. from the audit of this report, decides to approve the consolidated financial statements of the Capital Group of ZE PAK SA for the year ended December 31, 2024.

§ 2

This resolution comes into force upon adoption.

The number of shares on which valid votes were cast is 45 012 496. The percentage share of these shares in the share capital is 88.57%. The total number of valid votes is 45 012 496, including 45 012 496 votes "in favour", 0 votes "against" and 0 "abstentions".