S A : RB 14/2020 - Attachment - DRAFT RESOLUTIONS FOR THE EXTRAORDINARY GENERAL MEETING OF AB S.A.

DRAFT RESOLUTIONS FOR THE EXTRAORDINARY

GENERAL MEETING OF AB SPÓŁKA AKCYJNA WITH ITS REGISTERED OFFICE IN MAGNICE ON 27 AUGUST 2020

Resolution No. 1/2020

of the Extraordinary General Meeting of:

"AB Spółka Akcyjna"

with its registered office in Magnice

of 27 August 2020

on the election of the Chairperson of the General Meeting

The Extraordinary General Meeting decides to nominate ……………………………………. as

the Chairperson of the Extraordinary General Meeting

Resolution No. 2/2020

of the Extraordinary General Meeting of:

"AB Spółka Akcyjna"

with its registered office in Magnice

of 27 August 2020

regarding: election of the Returning Committee

The Extraordinary General Meeting decides to appoint the following persons to the Returning Committee:

.............................................................

Resolution No. 3/2020

of the Extraordinary General Meeting of:

"AB Spółka Akcyjna"

with its registered office in Magnice

of 27 August 2020

on the adoption of the agenda

The Extraordinary General Meeting decides to adopt the agenda of the Extraordinary General Meeting.

Resolution No. 4/2020

of the Extraordinary General Meeting of:

"AB Spółka Akcyjna"

with its registered office in Magnice

of 27 August 2020

The Extraordinary General Meeting approved the "Remuneration policy for members of the Management Board and Supervisory Board of AB S.A." in the wording attached as Appendix No. 1 to this Resolution.

Appendix No. 1 to Resolution No. 4/2020 of the Extraordinary General Meeting of AB SPÓŁKA AKCYJNA with its registered office in Magnice of 27 August 2020

Remuneration policy for members of the Management Board and Supervisory Board of

AB S.A.

Article 1

General provisions

1. The objective of the Policy is to set forth the remuneration members of the Management Board and members of the Supervisory Board in connection with their functions in the bodies of the Company.
2. The solutions applied in the Policy were set in a manner to contribute to the implementation of the business strategy, long-term interests and stability of the Company and the entire AB S.A. Capital Group.
3. The implementation of the business strategy, long-term interests and stability of the Company and the AB S.A. Capital Group is to be supported in particular the structure of remuneration for members of the Management Board and Supervisory Board and the relationship of the remuneration to the actual financial condition of the Company and the AB S.A. Capital Group.

Article 2

Components of remuneration of the Management Board

1. The remuneration of members of the Management Board includes:

1. fixed remuneration which is monthly remuneration for performing the function of a member of the Management Board which is not related to performance or assessment of performance;
2. variable remuneration - bonus for accomplishing financial goals set in the budget;
3. additional allowances which may include other benefits, including non-financial benefits, in particular:
   - a medical packet and multisport cards financed (co-financed) by the Company (also

for close family members)

1. • a company car for exclusive use, telephone, computer and telephone and Internet subscription that may be also used for private purposes and refund of such costs;
   • insurance financed (co-financed) by the Company, in particular D & O insurance and life insurance (which may also cover close family members).
2. Members of the Company's Management Board may be paid remuneration under contracts related to performing a function in the Management Board of the Subsidiary Company. The remuneration may be fixed, variable and cover additional benefits.
3. The Company has developed its remuneration system to assure that the annual bonus (excluding any special bonus) amounts to 39% of the annual base remuneration of each member of the Management Board.
4. The fixed remuneration of members of the Management Board is approved by the Supervisory Board in a resolution. The fixed remuneration of members of the Management Board is subject primarily to the following factors:
5. 1. professional qualifications and experience;
   2. responsibilities in the function performed.
6. The remuneration of members of the Management Board is set as a gross amount. Irrespective of any other provisions of this Policy, members of the Management Board are entitled to benefits specified in the regulations applicable to their respective employment relationship.
7. Members of the Management Board employed under employment contracts are covered with the Employee Capital Plan ("PPK") in compliance with the rules set forth in the Act on Employee Capital Plans of 4 October 2018 (Journal of Laws of 2018, item 2215) ("Act on PPK"). Each member of the Management Board may resign from PPK as set forth in the Act on PPK.

Article 3

Remuneration of members of the Supervisory Board

1. Members of the Supervisory Board are paid fixed remuneration determined by the General Meeting.
2. Members of the Supervisory Board are entitled to additional remuneration for attending each meeting of the Supervisory Board in an amount determined by the General Meeting.
3. The Company covers costs related to the performance of their respective functions by Members of the Supervisory Board, in particular the costs related to travel to meetings of the Supervisory Board or committees functioning within the Supervisory Board.
4. Members of the Supervisory Board are not entitled to any additional remuneration for performing functions in the Supervisory Board or its committees.

Article 4

Variable components of remuneration and award criteria

1. Members of the Supervisory Board are entitled to variable remuneration. The amounts of variable remuneration and the detailed disbursement criteria are set by the Supervisory Board as specified below. The disbursement principles of variable remuneration are uniform for all members of the Management Board.
2. Variable remuneration is subject solely to compliance with financial conditions. The amount of variable remuneration is not subject to any non-financial criteria, including those related to social interests.
3. Members of the Management Board are entitled to:
4. 1. an annual bonus for the generation of the budgeted net profit of the AB S.A.

Capital Group (hereinafter: "annual bonus").

1. 1. an annual bonus for the generation of the net profit in excess of the budget of the AB S.A. Capital Group (hereinafter: "special bonus").
2. The annual bonus of each member of the Management Board is equal to 39 % of their respective annual base remuneration.
3. The annual bonus is disbursed quarterly on the basis of the actual generation of the budgeted profit of the AB S.A. Capital Group cumulatively if the actually generated profit constitutes minimum 60 % of the budgeted profit. The bonus payable is a fraction of the potential bonus calculated as a ratio of the actual profit to the budgeted profit. The annual bonus is split into quarters as follows: 20% for each the first, second and third quarter and 40% for the fourth quarter. For each consecutive quarter, the bonus is calculated cumulatively with the bonus disbursed in the previous quarters of the year in relation to the actual cumulated profit. The annual bonus payable is not refundable.
4. The special bonus is payable if the budgeted profit of the AB S.A. Capital Group is over-performed and amounts up to 15% of the surplus of the actual net profit over the budgeted profit. The special bonus is distributed among members of the Management Board pro-rata to their base remuneration. The special bonus is payable solely for profit generated on an annual basis in compliance with the audited results of the AB S.A. Capital Group.
5. The Supervisory Board approves the procedure of calculation and approval of monies payable.
6. The award criteria of variable components of remuneration are determined with the features of the sector in which the Company operates. The sector is very competitive and characterised with major changes, in particular in the sphere of the distributed products and services. Therefore, it was accepted that making the variable components of remuneration subject to annual financial results for each financial year is the most appropriate criterion to assess the work of the Management Board in the Company's most competitive and changing market environment while consolidating the Company's market position in the future.

Article 5

Legal basis underlying the functions of members of the Management Board and of the

Supervisory Board

1. Employment contracts, managerial contracts or other civil law contracts are concluded with members of the Management Board which set forth mutual rights and obligations of the parties. Contracts with members of the Management Board may be concluded for an unspecified period of time.
2. Contracts with members of the Management Board shall set forth termination conditions thereof; however, the notice period may not be shorter than 6 months and longer than 12 months.
3. Contracts with members of the Management Board shall contain provisions prohibiting members of the Management Board getting involved in competitive activities both during the term thereof and after the termination of the contract for 14 months; for compliance with the non-competition clause, members of the Management Board shall be entitled to monthly remuneration equivalent to their average monthly remuneration calculated on the basis of the annual remuneration received by such employee in the financial year preceding the year in which the employment contract was terminated - however, no less than the amount of monthly fixed remuneration set forth in the employment contract.
4. A resolution approved by the Supervisory Board may specify situations whereby

members of the Management Board may be entitled to severance pay in connection with such termination and the amount of such severance pay which may not be higher than 12-month monthly remuneration of such member of the Management Board.

1. Detailed terms and conditions of contracts with members of the Management Board and the remuneration of members of the Management Board are set by the Supervisory Board within the limits set forth in the applicable regulations and this Remuneration Policy.
2. As of the approval date of this Remuneration Policy, employment contracts for an unspecified period of time are concluded with members of the Management Board which may be terminated subject to a 6-month notice period.
3. Members of the Supervisory Board are paid remuneration on the basis o appointment by the General Meeting throughout their term of office which is determined on the basis of the Code of Commercial Companies and the Company's Articles of Association.

Article 6

Decision process to develop, implement and review of the Remuneration Policy

1. The Management Board develops a draft of the Remuneration Policy and submits it to the Supervisory Board for opinion and acceptance.
2. After acceptance by the Supervisory Board, the draft of the Remuneration Policy is submitted to the General Meeting for approval in a resolution. The resolution on the Remuneration Policy shall be taken no less than every four years.
3. The Management Board is responsible for implementing the Remuneration Policy.
4. The Company operates in a very competitive market. The Company employs people from various sectors - sales people, IT specialists, warehouse managers or administrative staff. Each sector is characterised with its specific features, remuneration levels and availability of candidates for work. For those reasons, the Company pursues an active policy related to work and pay conditions of its employees so that it follows the requirements of the labour market. Thus, considering the specific features of the Company's business, it is not justifiable to compare or average the conditions of work and pay of the Company's employees in order to provide for them in the development of this Remuneration Policy. Therefore, the development of the Remuneration Policy was based primarily on assuring remuneration adequate for functions, in particular to maintain adequate proportions between fixed and variable remuneration (related to the Company's performance and situation) instead of comparing those conditions to the work and pay conditions of the other employees.

Article 7

Measures taken to avoid conflicts of interest related to the remuneration policy or to

manage such conflicts of interest

1. Conflicts of interest related to the Remuneration Policy are prevented by a split of competencies in setting the rules and amounts of remuneration that is provided for in the Code of Commercial Companies, this Policy and in the "Best Practice of GPW Listed Companies 2016".
2. If a likelihood of a conflict of interest is identified in relation to the issues covered with the Policy by a person subject to the Policy, such person shall report the event to the Chairperson of the Audit Committee (then the Chairperson of the Audit Committee will report the case to the Chairperson of the Supervisory Board).
3. The Audit Committee shall initiate a procedure to update the Policy or the resultant detailed rules of remuneration in order to eliminate or prevent any conflicts of interest.
4. If such potential conflict of interest is related to the Chairperson of the Audit Committee

or any members thereof, the procedure referred to in Art. 7.3 shall be initiated by the Supervisory Board.

Article 8

Final provisions

1. This Policy shall be valid from the date it is approved by the General Meeting.
2. The remuneration conditions of members of the Management Board and members of the Supervisory Board in connection with their respective functions in the Company's bodies, in force before the approval of this Policy, in particular those set forth in their respective employment contracts and in resolutions of the Supervisory Board, shall remain valid after the effective date of this Policy to the extent they are compliant with the rules set forth in this Policy.

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JUSTIFICATION

to the draft resolution on approval of the Remuneration policy for members of the

Management Board and Supervisory Board of AB S.A.

Pursuant to Art. 90d.1 of the Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies., the Company's General Meeting approves the Remuneration policy for members of the Management Board and Supervisory Board in the form of a resolution.