Notice of convening the general meeting

Opole, May 17, 2021

The Management Board of the Company operating under the name Cementownia "ODRA" S.A. with its registered office in Opole (45-005) at 9 Budowlanych Street, entered in the National Court Register under number 0000035256 ("Company"), acting on the basis of art. 399 § 1 of the Commercial Companies Code, hereby convenes the Ordinary General Meeting of Cementownia "ODRA" S.A. with its registered office in Opole on June 25, 2021, at 11:00 a.m., at the Company's headquarters in Opole at 9 Budowlanych Street.

The agenda includes:

1. Opening of the meeting.
2. Election of the Chairman of the Ordinary General Meeting.
3. Establishing the validity of the convening and the ability to adopt resolutions by the Ordinary General Meeting.
4. Adoption of the agenda of the Ordinary General Meeting.
5. Consideration and approval of the Company's Management Board report on the Company's activities and financial report for the financial year 2020.
6. Consideration and approval of the Company's Management Board report on the activities of the capital group and the consolidated financial statements for the financial year 2020.
7. Consideration of the Supervisory Board's report on the activities in 2020 and granting the members of the Supervisory Board discharge from liability for the performance of their duties in the financial year 2020.
8. Granting discharge to the members of the Company's Management Board for the performance of their duties in the financial year 2020.
9. Adoption of a resolution on the distribution of profit for the year 2020.
10. Approval for encumbering the Company's real estate with a mortgage in favor of the bank granting an investment loan.
11. Approval for encumbering registered pledges on the Company's equipment, the construction of which will be financed with funds from the investment loan.
12. Amendments to the Company's Articles of Association.
13. Closing of the Ordinary General Meeting.

Considering the fact that point 12 of the agenda of the Ordinary General Meeting provides for the adoption of resolutions regarding amendments to the Company's Articles of Association, in accordance with art. 402 § 2 sentence 2 of the Commercial Companies Code, the Company's Management Board makes available the proposed changes to the Company's Articles of Association and the current wording of the amended provisions of the Company's Articles of Association:

I. Current wording of the initial part of § 5 of the Company's Articles of Association:

"The subject of the Company's business is:"

Proposed wording of the initial part of § 5 of the Company's Articles of Association:

"The subject of the Company's activities is:"

II. Current wording of § 8 of the Company's Articles of Association:

"All shares of the Company are bearer shares, with the exception of shares listed in § 9 para. 3."

Proposed wording of § 8 of the Company's Articles of Association:

"The Company's shares are registered shares."

III. Current wording of § 9 of the Company's Articles of Association:

"1. The Company will deposit the issued shares with a deposit in a bank chosen by itself and will cause this bank to issue an individual shareholder a deposit certificate."

2. The deposit certificate is evidence of the right to dispose of the share and exercise other rights from the shares.

3. A shareholder may withdraw shares from the deposit. The issued share is then converted into a registered share and may be converted into a bearer share only after it has been deposited, as referred to in para. 1.

4. The sale or pledge of shares may only take place with the consent of the Company's Supervisory Board."

Proposed wording of § 9 of the Company's Articles of Association:

"The sale or pledge of shares may only take place with the consent of the Supervisory Board, expressed in writing in response to a written request from a shareholder."

IV. Current wording of § 9a of the Company's Articles of Association:

"1. In the event of a shareholder registered in the share register submitting to the Management Board an application for the issue of a duplicate share document that has been destroyed or lost, the provisions of the decree of December 10, 1946 on the cancellation of lost documents (Journal of Laws of 1947 No. 5, item 20) do not apply. The shareholder's application should indicate the series and number of the share to which it relates, and the shareholder's declaration of the destruction or loss of the share document."

2. The Management Board shall announce in the Court and Economic Monitor the destruction or loss of the document, calling on everyone, if they are in possession of it, within the period specified by the Management Board, not shorter than 30 calendar days from the date of the announcement, to submit this document to the Company and report their claims to it, under the penalty of cancellation of the share document and the issue of its duplicate to the person entered as entitled to the share register."

3. In the event of the submission, within the period resulting from the above announcement, of the share document by a person who claims rights to this document, the Management Board shall notify the applicant of this fact, conclude the proceedings for the issue of a duplicate share document, and return the share document to the depositor."

4. In the event of the submission of the share document by a person who does not claim rights to this document, the Management Board shall issue the submitted share document to the person entered as entitled to the share register."

5. If within the period specified in the above announcement no one submits the share document subject to cancellation or no one objects, the Company shall immediately cancel the share document and issue a duplicate of this document to the shareholder, reimbursing the costs of its preparation."

6. The above rules apply to collective segments of shares."

Proposed wording of § 9a of the Company's Articles of Association:

"1. Shares may be cancelled in compliance with the provisions of the Commercial Companies Code on the reduction of the share capital."

2. The cancellation of shares requires a resolution of the General Meeting. The General Meeting resolution on the cancellation of shares specifies the method of cancellation and the conditions for the cancellation of shares, in particular the legal basis for the cancellation, the amount of remuneration due to the shareholder of the cancelled shares, or the justification for the cancellation of shares without remuneration in the case of voluntary cancellation, as well as the method of reducing the share capital."

Contact

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+48 77 40 20 834