Shareholder’s Motion to Add Specific Items to Agenda of Ordinary General Meeting of Develia S.A. and Draft Resolutions

With reference to Current Reports Nos. 30/2020 and 31/2020 of 3 August 2020, the Management Board of Develia S.A. (“the Issuer”) inform that today, i.e. on 10 August 2020, they have received, pursuant to Article 401(1) of the Commercial Partnerships and Companies Code, from Otwarty Fundusz Emerytalny PZU “Złota Jesień”, on behalf of which Powszechne Towarzystwo Emerytalne PZU S.A., based in Warsaw, acts as a shareholder representing more than one-twentieth of the Issuer’s share capital – i.e. 77,195,648 shares in the Issuer’s share  capital, which accounts for 17.25% of the total number of votes at the General Meeting of DEVELIA S.A., a motion of 10 August 2020 to add specific items to the agenda of the Ordinary General Meeting of the Issuer, convened on 8 January 2020 (“the Motion”).

The Motion has been filed with a view to adding a new item to the agenda of the meeting after item 16, which concerns:

1. Adopting resolutions on changes in the composition of the Company’s Supervisory Board.

The aforesaid Shareholder’s Motion has been enclosed with this Report as an attachment.

As a result of the Motion being tabled and the foregoing points being put on the agenda of the Ordinary General Meeting, which was convened on 31 August 2020, the following items will be discussed:

1. Opening the Meeting.
2. Electing the Chairperson.
3. Stating whether the Ordinary General Meeting has been duly convened and whether it is capable of adopting resolutions.
4. Approving the agenda of the meeting.
5. Presenting the Supervisory Board’s brief assessment of the Company’s standing, containing the evaluation of the internal control system and the risk management system concerning the risks of relevance to the Company, the report on the Supervisory Board’s operations for the financial year 2019, containing the evaluation of the Management Board’s report on the Company’s operations and of the financial statements for the financial year 2019, as well as the evaluation of the Management Board’s motion for the distribution of 2019 profit and the evaluation of the Company’s compliance with information obligations relating to the implementation of corporate governance principles set out in the Stock Exchange Rules and regulations on current and periodic information published by issuers of securities.
6. Adopting a resolution on the approval of the Supervisory Board’s brief assessment of the Company’s standing, the report on the Supervisory Board’s operations for the financial year 2019 and the evaluation of the Management Board’s report on the Company’s operations and of the financial statements for the financial year 2019, as well as the evaluation of the Management Board’s motion for the distribution of 2019 profit and the evaluation of the Company’s compliance with information obligations relating to the implementation of corporate governance principles set out in the Stock Exchange Rules and regulations on current and periodic information published by issuers of securities.
7. Adopting a resolution on the consideration and approval of the Management Board’s report on the operations of the Company and the Develia S.A. Group for the financial year 2019.
8. Adopting a resolution on the consideration and approval the Company’s 2019 financial statements.
9. Adopting a resolution on the consideration and approval of the consolidated financial statements of the Develia S.A. Group for the financial year 2019.
10. Adopting resolutions on granting the members of Management Board discharge for the financial year 2019.
11. Adopting resolutions on granting the members of the Supervisory Board discharge for the financial year 2019.
12. Considering the Management Board’s motion for the distribution of 2019 profit.
13. Adopting a resolution on the provision of reserve capital for the payment of dividend and advances on dividends in the future;
14. Adopting a resolution on the allocation the 2019 profit.
15. Adopting a resolution on the merger between Develia S.A., based in Wrocław, and LC Corp Invest XXI sp. z o.o. and LC Corp Invest XXIV Sp. z o.o. (both based in Wrocław) pursuant to Article 492(1)(1) of the Commercial Partnerships and Companies Code.
16. Adopting a resolution on the implementation of the remuneration policy for the Management Board and the Supervisory Board of Develia S.A.
17. Adopting resolutions on changes in the composition of the Company’s Supervisory Board.
18. Closing the Meeting.

With regard to the Motion, the Shareholder has also proposed draft resolutions of the Ordinary General Meeting of the Issuer concerning the item added to the agenda, which is presented in the attachment to this Report.

Legal basis: Article 56(1)(2)(a) of the Act on Public Offering and Conditions for Introducing Financial Instruments into Organised Trading and on Public Companies in connection with Section 19(1)(3) and (4) of the Regulation of the Minister of Finance of 29 March 2018 on Current and Periodic Information Published by Issuers of Securities and on Conditions for Regarding Information Required by Law of Non-Member State as Equivalent (Dziennik Ustaw [Journal of Laws] of 2018, item 757).