The Management Board of Pawbol S.A. in connection with the convening of the Annual General Meeting of Shareholders, pursuant to art. 402 § 3 of the Code of Commercial Companies and Partnerships, i.e. by registered letters or parcels sent by courier, hereby informs about the content of the notification sent to shareholders:

CALL OF A REASONABLE CURRENT COLLECTION OF
Pawbol S.A. with its registered office in Andrychów

The Management Board of Pawbol Spółka Akcyjna with its registered office in Andrychów (“Company”), acting pursuant to Art. 398 of the Commercial Companies Code in connection with joke. 399 § 1 of the Commercial Companies Code, art. 402 § 3 of the Commercial Companies Code and § 15 section 1 of the Company’s Articles of Association, hereby convenes the Extraordinary General Meeting of the Company on May 29, 2023 at 2:00 p.m. at the seat of the Notary Office of Mikołaj Siennicki in Poznań, ul. Winogrady 67, 61-659 Poznań, with the following agenda:
1. Opening of the Extraordinary General Meeting.
2. Election of the Chairman of the Extraordinary General Meeting.
3. Confirmation of the correctness of convening the Extraordinary General Meeting and its validity and ability to adopt resolutions.
4. Adoption of the agenda.
5. Adoption of resolutions on changes in the composition of the Company’s Supervisory Board.
6. Adoption of a resolution on the adoption of the Regulations of the Company’s Supervisory Board.
7. Adopting a resolution on determining the remuneration of the Members of the Company’s Supervisory Board.
8. Adopting a resolution on determining the remuneration of the President of the Management Board of the Company.
9. Adoption of resolutions regarding consent to the Company’s Management Board assuming investment and other obligations.
10. Adoption of a resolution on amending the Company’s Articles of Association.
11. Adoption of a resolution on the adoption of the uniform text of the Company’s Articles of Association.
12. Free requests.
13. Closing of the session.

Proposed changes to the Company’s Articles of Association:
Pursuant to the provisions of Art. 402 § 2 of the Commercial Companies Code, the Company’s Management Board provides the current and proposed content of the provisions of the Company’s Statute subject to change:

1) the current wording of § 10 section 1 of the Statute:
“Shareholders have the right to participate in the profit allocated for the payment of dividend by resolution of the General Meeting.”
proposed wording of § 10 section 1 of the Statute:
“Shareholders have the right to share in the profit shown in the financial statements, audited by a certified auditor, which was allocated by the General Meeting for payment to shareholders.”

2) the current wording of § 10 section 3 of the Statute:
“The profit attributable to shareholders is divided in proportion to the shares they hold, unless the General Meeting decides otherwise.”
proposed wording of § 10 section 3 of the Statute:
“Profit is distributed in proportion to the number of shares. If the shares are not completely covered, the profit is distributed in proportion to the payments made for the shares.

3) the current wording of § 10 section 5 of the Statute:
“Amounts intended for distribution among shareholders may not exceed the profit for the last financial year, increased by undistributed profits from previous years (and by amounts transferred from supplementary and reserve capitals created from the profit, which may be allocated for distribution. This amount should be reduced by the uncovered losses, treasury shares and amounts that, in accordance with the Act or the Company’s articles of association, should be transferred from the profit for the last financial year to supplementary or reserve capitals.
proposed wording of § 10 section 5 of the Statute:
“The amount to be distributed among shareholders cannot exceed the profit for the last financial year, increased by undistributed profits from previous years (and by amounts transferred from supplementary and reserve capitals created from the profit, which may be allocated for the payment of dividend. This amount should be reduced by uncovered losses, treasury shares and the amounts that, in accordance with the Act or the Company’s articles of association, should be allocated from the profit for the last financial year to supplementary or reserve capitals.

4) the current wording of § 10 section 7 of the Statute:
“The Company’s Management Board is authorized to pay shareholders, with the consent of the General Meeting, an advance payment of the expected dividend for the financial year, if the company has sufficient funds for the payment.”
proposed wording of § 10 section 7 of the Statute:
“The Company’s Management Board is authorized to pay shareholders an advance payment of the expected dividend at the end of the financial year if the Company has sufficient funds for the payment. Payment of the advance requires the consent of the Supervisory Board.

5) the current wording of § 10 section 8 of the Statute:
‘The company may pay an advance on the expected dividend if its approved financial statements for the previous financial year show a profit. The advance payment may constitute at most half of the profit achieved since the end of the previous financial year, increased by reserve capitals created from profit, which the Management Board may have at its disposal to pay advances, and reduced by uncovered losses and treasury shares.
proposed wording of § 10 section 8 of the Statute:
‘The company may pay an advance on the expected dividend if its approved financial statements for the previous financial year show a profit. The advance payment may constitute no more than half of the profit achieved since the end of the previous financial year, shown in the financial statements audited by a certified auditor, increased by reserve capitals created from profit, which the management board may have at its disposal to pay advances, and reduced by uncovered losses and treasury shares.

6) in § 10 of the Statute, after section 8, section 9 is added as follows:
“The Company discharges the Company’s monetary obligations towards shareholders from their rights attached to shares without the intermediation of the entity keeping the register of shareholders.”

7) the current wording of § 12 section 1 letter “a” of the Statute:
“The General Meeting adopts resolutions on:
a) considering and approving the report, balance sheet and profit and loss accounts for the financial year;”
proposed wording of § 12 section 1 letter “a” of the Statute:
“In addition to other matters specified in the law or the statute, the General Meeting adopts resolutions on:
a) consideration and approval of the Management Board’s report on the Company’s activities and the financial statements for the previous financial year;”

8) in § 12 of the Statute, paragraph 2 with the following wording is repealed:
“Disposing of rights or incurring an obligation to provide a benefit worth twice the amount of the share capital requires a resolution of the General Meeting.”

9) the current wording of § 14 section 3 of the Statute:
“The Extraordinary General Meeting of Shareholders is convened by the Management Board to consider matters requiring immediate resolution, on its own initiative or at the request of shareholders representing a total of 1/10 (in words: one tenth) of the share capital, submitted in writing, stating the reason for its convening. If the Extraordinary General Meeting of Shareholders is not convened within two weeks from the date of submitting the request, the right to convene this Meeting is vested in shareholders representing a total of 1/10 (in words: one tenth) of the share capital, based on the authorization of the registry court.
proposed wording of § 14 section 3 of the Statute:
“The Extraordinary General Meeting of Shareholders is convened by the Management Board to consider matters requiring immediate resolution, on its own initiative or at the request of shareholders representing a total of 1/20 (in words: one twentieth) of the share capital, submitted in writing, stating the reason for its convening. If the Extraordinary General Meeting of Shareholders is not convened within two weeks from the date of submitting the request, the right to convene this Meeting is vested in shareholders representing a total of 1/20 (in words: one twentieth) of the share capital, based on the authorization of the registry court.

10) in § 15 of the Statute, paragraph 1 with the following wording is repealed:
“The General Meeting is convened by registered letters or parcels sent by courier, sent at least two weeks before the date of the General Meeting. Instead of a registered letter or parcel sent by courier, the notice may be sent to the shareholder by e-mail if he/she has previously given his/her written consent, providing the address to which the notice should be sent.

11) § 16 of the Statute is repealed with the following wording:
“The General Meeting is chaired by one of the shareholders elected each time. The choice takes place before any other action is taken.”

12) in § 17, after paragraph 4, paragraph 5 is added as follows:
“Members of the Management Board are appointed and dismissed by the General Meeting.”

13) in § 18, after paragraph 2, paragraph 3 is added as follows:
“Information obligations of the Management Board towards the Supervisory Board, arising from the provisions of Art. 380(1) § 1 and 2 of the Commercial Companies Code are excluded.

14) § 19 of the Statute with the following wording is repealed:
“In the agreement between the Company and a Member of the Management Board and in a dispute with him, the Company is represented by an attorney appointed by a resolution of the General Meeting.”

15) in § 20 of the Statute, after paragraph 4, paragraphs 5 – 15 are added as follows:
“5. The Supervisory Board adopts resolutions if at least half of its members are present at the meeting and all its members have been invited.
6. You can also participate in the Supervisory Board meeting using means of direct distance communication.
7. Members of the Supervisory Board may participate in adopting resolutions of the Supervisory Board by casting their vote in writing through another member of the Supervisory Board. Casting a vote in writing cannot concern matters included in the agenda at the meeting of the Supervisory Board.
8. The Supervisory Board may adopt resolutions in writing or using means of direct remote communication. The resolution is valid when all members of the Supervisory Board have been notified about the content of the draft resolution and at least half of the members of the Supervisory Board participated in adopting the resolution.
9. Votes of the Supervisory Board are public, unless the Company’s statute or the regulations of the Supervisory Board provide otherwise.

10. Resolutions of the Supervisory Board are adopted by an absolute majority of votes, and in the event of equality of votes, the vote of the Chairman of the Supervisory Board is decisive.
11. The work of the Supervisory Board is managed by the Chairman, who is obliged to properly organize its work, and in particular to convene meetings of the Supervisory Board, and if the Chairman is unable to convene a meeting or order a vote in writing or using means of direct distance communication, these duties rest with on his Deputy or a person designated by the Chairman, who in such a case has the rights of the Chairman specified in the provisions of law, the statute or the regulations of the Supervisory Board.
12. Meetings of the Supervisory Board are convened by means of invitations along with the proposed agenda, which should be sent to the e-mail address indicated by the member of the Supervisory Board at least 7 days before the date of the meeting, in justified cases this deadline may be shortened to 2 days.
13. The adoption of resolutions by the Supervisory Board during the meeting regarding the suspension of members of the Management Board for important reasons must be announced in the invitation.
14. Concluding by the Company with the parent company, subsidiary or related company of the transaction referred to in Art. 384(1) of the Commercial Companies Code does not require the consent of the Supervisory Board.
15. The right of the Supervisory Board to conclude contracts with an advisor to the Supervisory Board is excluded.”

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The list of Shareholders entitled to participate in the Extraordinary General Meeting will be made available at the Management Board’s premises at Władysława Grabskiego 29, 32-640 Zator, from from 10 a.m. to 2 p.m., three weekdays before the General Meeting.