Orbis : Content of resolutions adopted by the Annual General Meeting of Shareholders on June 8, 2017, and the results of voting

Current report no. 22/2017 June 8, 2017

Subject: Content of resolutions adopted by the Annual General Meeting of Shareholders on June 8, 2017, and the results of voting

"Orbis" S.A. hereby publishes the content of resolutions adopted by the Annual General Meeting of "Orbis" S.A. Shareholders on June 8, 2017, each resolution accompanied by the number of shares based on which valid votes were cast and a percentage of these shares in the share capital, total number of valid votes, including the number of votes cast "in favor" of and "against" the resolution as well as "abstaining" votes:

(Item 1 of the agenda)

Resolution no. 1

concerning election of the Chairman

Pursuant to Article 409 § 1 of the Code of Commercial Companies and Partnerships and § 5 of the General Meeting of Shareholders By-Laws, the General Meeting elects Andrzej Leganowicz as Chairman of the General Meeting.

Andrzej Leganowicz stated that:

• 31,111,160 shares, accounting for 67.52% of the share capital of "ORBIS" S.A., participated in voting by secret ballot on the above resolution,

• the total number of valid votes cast in the secret ballot on the above resolution amounted to 31,111,160, of which 31.111.160 votes were cast "in favor" and no votes "against" or "abstaining" votes were cast.

  (Item 4 of the agenda) Resolution no. 2

  The Annual General Meeting of Shareholders hereby adopts the following agenda:

• Opening of the General Meeting of Shareholders and election of its Chairperson.

• Confirming that the General Meeting of Shareholders has been properly convened and is capable of adopting valid resolutions.

• Election of the ballot counting committee upon request of shareholders.

• Adopting the agenda for the meeting.

• Presentation of written reports of the Supervisory Board on the results of its evaluation of:

• financial statements of "Orbis" S.A. for the financial year 2016 and the Directors' report as well as the motion of the Management Board concerning the distribution of profit for the year 2016,

• consolidated financial statements of the "Orbis" Group for the financial year 2016.

• Presentation of the concise evaluation of the corporate standing of the Company prepared by the Supervisory Board.

• Examination and approval of the Directors' report on the operations of the Orbis Group and "Orbis" S.A. for the financial year 2016.

• Examination and approval of the financial statements of "Orbis" S.A. for the financial year 2016.

• Adopting a resolution concerning distribution of profit for the financial year 2016 and determining the value of dividend.

• Adopting a resolution concerning examination and approval of the consolidated financial statements of the "Orbis" Group.

• Adopting resolutions concerning granting a vote of approval to members of the Management Board in respect of performance of their duties as members of the Management Board in the financial year 2016.

• Adopting resolutions concerning granting a vote of approval to members of the Supervisory Board in respect of performance of their duties as members of the Supervisory Board in the financial year 2016.

The Chairman of the Meeting stated that:

• 31,111,160 shares, accounting for 67.52% of the share capital of "ORBIS" S.A., participated in the open voting on the above resolution,

• the total number of valid votes in the open voting on the above resolution equaled 31,111,160, of which 31,111,160 votes were cast "in favor" and no votes "against" or "abstaining" votes were cast.

  (Item 7 of the agenda)

  Resolution no. 3

  concerning examination and approval of the Directors' report on the operations of the Orbis Group and "Orbis" S.A. for the financial year 2016.

  Acting pursuant to Article 393 point 1 and Article 395 § 2 point 1 of the Code of Commercial Companies and Partnerships and § 29 section 1 point 1 of the Company's Statutes and Article 55 section 2a of the Act of September 29, 1994, on Accounting (official journal "Dz.U." 2016.1047 of 19 July 2016, as further amended), the following resolution is hereby adopted:

  § 1

  Following its examination, the Directors' report on the operations of the "Orbis" Group and "Orbis"

  S.A. for the financial year 2016 is hereby approved.

  § 2

  The Resolution shall come into force as of the day of its adoption. The Chairman of the Meeting stated that:

• 31,111,160 shares, accounting for 67.52% of the share capital of "ORBIS" S.A., participated in the open voting on the above resolution,

• the total number of valid votes in the open voting on the above resolution equaled 31,111,160, of which 31,084,760 votes were cast "in favor", no votes were cast "against" and 26,400 votes abstained from voting.

  (Item 8 of the agenda)

  Resolution no. 4

  concerning approval of the financial statements of "Orbis" S.A. for the financial year 2016

  Acting pursuant to Article 393 point 1 and Article 395 § 2 point 1 of the Code of Commercial Companies and Partnerships and § 29 section 1 point 1 of the Company's Statutes, the following resolution is hereby adopted:

  § 1

  Following their examination, the financial statements of the Company for the financial year 2016, including:

• statement of financial position prepared as at December 31, 2016, showing total assets and total liabilities plus equity of PLN 2 797 571 thousand (two billion seven hundred ninety seven million five hundred seventy one thousand Polish zloty);

• income statement for the period from January 1, 2016, until December 31, 2016, disclosing a net profit of PLN 154 744 thousand (one hundred fifty four million seven hundred forty four thousand Polish zloty),

• statement of comprehensive income for the period from January 1, 2016 until December 31, 2016, disclosing a comprehensive income of PLN 155 350 thousand (one hundred fifty five million three hundred fifty thousand Polish zloty);

• statement of cash flows for the period running from January 1, 2016 until December 31, 2016, disclosing an increase in cash and cash equivalents during the financial year by PLN 56 017 thousand (fifty six million seventeen thousand Polish zloty) and the balance of cash and cash equivalents as at December 31, 2016, at PLN 117 958 thousand (one hundred seventeen million nine hundred fifty eight thousand Polish zloty);

• statement of changes in shareholders' equity for the period running from January 1, 2016, until December 31, 2016, showing an increase in shareholders' equity by PLN 79 436 thousand (seventy nine million four hundred thirty six thousand Polish zloty);

• notes and explanations, are hereby approved.

§ 2

The Resolution shall come into force as of the day of its adoption. The Chairman of the Meeting stated that:

• 31,111,160 shares, accounting for 67.52% of the share capital of "ORBIS" S.A., participated in the open voting on the above resolution,

• the total number of valid votes in the open voting on the above resolution equaled 31,111,160, of which 31,072,771 votes were cast "in favor", 11,989 votes were cast "against" and 26,400 votes abstained from voting.

  (Item 9 of the agenda)

  Resolution no. 5

  concerning distribution of net profit generated in the financial year 2016

  Acting pursuant to Article 395 § 2 point 2 and Article 347 § 3 of the Code of Commercial Companies and Partnerships and § 29 section 1 point 2, § 35 section 1 point 5 of the Company's Statutes, the following resolution is hereby adopted:

  § 1

  The net profit generated during the financial year 2016, amounting to PLN 154 743 909.56 (one hundred fifty four million seven hundred forty three thousand nine hundred nine Polish zloty fifty six grosze) shall be allocated as follows:

• for payment of dividend - the sum of PLN 73 723 212.80

• as earnings retained for statutory purposes - the sum of PLN 81 020 696.76.

§ 2

1. The value of the dividend shall be fixed at PLN 1.60 per share.

2. The dividend date was fixed for July 18, 2017.

3. The date of dividend payment was scheduled for August 3, 2017.

§ 3

The Resolution shall come into force as of the day of its adoption. The Chairman of the Meeting stated that:

• 31,111,160 shares, accounting for 67.52% of the share capital of "ORBIS" S.A., participated in the open voting on the above resolution,

• the total number of valid votes in the open voting on the above resolution equaled 31,111,160, of which 31,111,160 votes were cast "in favor" and no votes "against" or "abstaining" votes were cast.

(Item 10 of the agenda)

Resolution no. 6

concerning approval of the consolidated financial statements of the "Orbis" Group for the financial year 2016.

Acting pursuant to Article 395 § 5 of the Code of Commercial Companies and Partnerships and Article 63c section 4 of the Polish Accounting Act of September 29, 1994, (official journal "Dz.U." 2016.1047 of 19 July 2016, as further amended), the following resolution is hereby adopted:

§ 1

Following their examination, the financial statements of the Company for the financial year 2016, including:

1. consolidated statement of financial position prepared as at December 31, 2016, showing total assets and total liabilities plus equity of PLN 2 860 135 thousand (two billion eight hundred sixty million one hundred thirty five thousand Polish zloty);