Fabryki Mebli FORTE S A : Resolution No. 33/2023 of the Supervisory Board – giving an opinion on draft resolutions subject to discussion at the EGM

Appendix No. 3 to the Minutes of the Meeting

of the Supervisory Board of FABRYK MEBLI "FORTE" S.A. Held in Warsaw on 13 December 2023.

RESOLUTION NO. 33/2023

of the Supervisory Board

of FABRYKI MEBLI "FORTE" S.A. based in Ostrów Mazowiecka

dated 13 December 2023

§1

1. The Supervisory Board of FABRYKI MEBLI "FORTE" S.A., after the review of the draft resolutions of the Extraordinary General Meeting of the Company, gives its positive opinion on the draft resolutions presented by the Management Board and decides that they may be presented to the Extraordinary General Meeting of FABRYKI MEBLI "FORTE" S.A. for adoption.
2. The draft resolutions indicated in paragraph 1 above are annexed to this resolution.

§2

The resolution comes into force on the day of its adoption.

Chairman of the Supervisory Board

Maciej Formanowicz

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DRAFT

RESOLUTION NO /2024

Extraordinary General Meeting

of FABRYKI MEBLI "FORTE" S.A. based in Ostrów Mazowiecka

of 9 January 2024

§1

The Extraordinary General Meeting of FABRYKI MEBLI "FORTE" Spółka Akcyjna based in Ostrów Mazowiecka resolves to elect

………...…..…………………………………………

as Chairman of the Extraordinary General Meeting

§2

The resolution comes into force upon its adoption.

Chairman of the Annual General Meeting

2

DRAFT

RESOLUTION NO /2024

Extraordinary General Meeting

of FABRYKI MEBLI "FORTE" S.A. based in Ostrów Mazowiecka

of 9 January 2024

§1

The Extraordinary General Meeting of FABRYKI MEBLI "FORTE" Spółka Akcyjna based in Ostrów Mazowiecka resolves to adopt the following agenda:

1. Opening of the Extraordinary General Meeting.
2. Election of the Chairman of the Extraordinary General Meeting.
3. Confirmation that the Extraordinary General Meeting has been duly convened and is capable of adopting resolutions.
4. Adoption of the agenda of the Extraordinary General Meeting.
5. Election of the Ballot Counting Committee.
6. Adoption of a resolution concerning the merger of FABRYK MEBLI "FORTE" S.A. with FORTE BRAND sp. z o.o. with its registered office in Ostrów Mazowiecka.
7. Closing of the Extraordinary General Meeting.

§2

The resolution comes into force upon its adoption.

Chairman of the Annual General Meeting

3

DRAFT

RESOLUTION NO /2024

Extraordinary General Meeting

of FABRYKI MEBLI "FORTE" S.A. based in Ostrów Mazowiecka

of 9 January 2024

§1

The Extraordinary General Meeting of FABRYKI MEBLI "FORTE" Spółka Akcyjna based in Ostrów Mazowiecka resolves to elect the following persons as members of the Ballot Counting Committee: ..………………………..

§2

The resolution comes into force upon its adoption.

Chairman of the Annual General Meeting

4

DRAFT

RESOLUTION NO. .../2024

Extraordinary General Meeting

of FABRYKI MEBLI "FORTE" S.A. based in Ostrów Mazowiecka

dated 9 January 2024

§1

1. Acting pursuant to Article 506(1) of the Commercial Companies Code, the Extraordinary General Meeting of FABRYKI MEBLI "FORTE" S.A. based in Ostrów Mazowiecka resolves to merge FABRYKI MEBLI "FORTE" S.A. based in Ostrów Mazowiecka (the Acquiring Company) and FORTE BRAND sp. z o.o. based in Ostrów Mazowiecka (the Acquired Company) in a manner compliant with Article 492(1)(1) of the Commercial Companies Code, i.e. by transferring all assets of FORTE BRAND sp. z o.o. based in Ostrów Mazowiecka to FABRYKI MEBLI "FORTE" S.A. based in Ostrów Mazowiecka.
2. At the same time, the Extraordinary General Meeting of FABRYKI MEBLI "FORTE" S.A. based in Ostrów Mazowiecka consents to the Merger Plan agreed upon by the Management Boards of the merging Companies on 6 December 2023, which is appended to this resolution.

§2

The merger of the Companies takes place without increasing the share capital of FABRYKI MEBLI "FORTE" S.A., pursuant to Article 515(1) of the Commercial Companies Code.

§3

The Management Board of FABRYKI MEBLI "FORTE" S.A. is authorised to take all steps and factual and legal actions necessary to carry out the merger.

§4

The resolution comes into force upon its adoption with effect from the date of registration of the merger by the court.

Justification in accordance with principle 4.6 of Best Practice for GPW Listed Companies 2021

Adoption of the proposed resolution is aimed at reorganising the organisational structure of the FABRYK MEBLI "FORTE" S.A. Capital Group, which will ultimately have an impact on reducing the operating costs of the FABRYK MEBLI "FORTE" S.A. Capital Group and, consequently, will make it possible to achieve long-term economic and organisational benefits, in particular it will make it possible to reduce the costs incurred in the management process, optimise the management costs and manage human resources economically.

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