Fabryki Mebli FORTE S A : Draft resolutions at the Annual General Meeting

DRAFT

RESOLUTION NO /2022

of the Annual General Meeting

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

of 22 June 2022

Regarding:

election of the Chairman of the Annual General Meeting

§1

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

as Chairman of the Annual General Meeting.

§2

The resolution comes into force upon its adoption.

Chairman of the Annual General Meeting

1

DRAFT

RESOLUTION NO /2022

of the Annual General Meeting

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

of 22 June 2022

Regarding:

adoption of the agenda of the Annual General Meeting

§1

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

1. Opening of the Annual General Meeting
2. Election of the Chairman of the Annual General Meeting
3. Confirmation that the Annual General Meeting has been duly convened and is capable of adopting resolutions
4. Adoption of the agenda of the Annual General Meeting
5. Election of the Ballot Counting Committee
6. Presentation and review of:
7. 1. financial statements of FABRYKI MEBLI "FORTE" S.A. for the financial year 2021,
   2. consolidated financial statements of the FABRYKI MEBLI "FORTE" S.A.
      Group for the financial year 2021,
   3. Management Report on the operations of the FABRYKI MEBLI "FORTE" S.A. Group in the financial year 2021, including the Management Report on the operations of FABRYKI MEBLI "FORTE" S.A. in the financial year 2021,
   4. Management Board's proposal for the distribution of net profit of FABRYKI MEBLI "FORTE" S.A. for the financial year 2021 and the payment of dividend,
   5. Report of the Supervisory Board of FABRYKI MEBLI "FORTE" S.A. for the financial year 2021, including:
   6. • Report on the activities of the Supervisory Board in the financial year 2021,
      • Assessment of the Company's standing on a consolidated basis, including assessment of internal control, risk management and compliance systems and the internal audit function, in accordance with principle 2.11.3 of Best Practice for GPW Listed Companies 2021 (hereinafter: Best Practice 2021),
      • Assessment of the Company's compliance with the corporate governance principles and the manner of compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in the Exchange Rules and the regulations on current

2

and periodic reports published by issuers of securities, in accordance with principle 2.11.4 of Best Practice 2021,

• Assessment of the rationality of expenses incurred by the Company and the Group, referred to in principle 1.5, in accordance with principle 2.11.5 of Best Practice 2021

and the Supervisory Board's report on the assessment of reports listed in items a, b, c and the Management Board's proposal referred to in item d above.

1. Adoption of resolutions on:
2. 1. approval of the financial statements of FABRYKI MEBLI "FORTE" S.A. for the financial year 2021,
   2. approval of the consolidated financial statements of the FABRYKI MEBLI
      "FORTE" S.A. Group for the financial year 2021,
   3. approval of the Management Report on the operations of the FABRYKI MEBLI "FORTE" S.A. Group in the financial year 2021, including the Management Report on the operations of FABRYKI MEBLI "FORTE" S.A. in the financial year 2021,
   4. distribution of net profit of FABRYKI MEBLI "FORTE" S.A. for the financial year 2021 and payment of dividend,
   5. granting discharge to Members of the Management Board in respect of their duties in the financial year 2021,
   6. granting discharge to Members of the Supervisory Board in respect of their duties in the financial year 2021.
3. Adoption of resolutions on:
4. 1. giving an opinion on the Report on remuneration of Members of the Management Board and the Supervisory Board of FABRYKI MEBLI "FORTE" S.A. for the financial year 2021, prepared by the Supervisory Board,
   2. determining the number of Members of the Supervisory Board for a new term of office,
   3. appointing Members of the Supervisory Board for a new term of office,
   4. appointing Chairman of the Supervisory Board for a new term of office
   5. date of the first meeting of the Supervisory Board of the new term of office Closing of the Annual General Meeting

§2

The resolution comes into force upon its adoption.

Chairman of the Annual General Meeting

3

DRAFT

RESOLUTION NO /2022

of the Annual General Meeting

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

of 22 June 2022

Regarding:

election of the Ballot Counting Committee

§1

The Annual 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 /2022

of the Annual General Meeting

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

of 22 June 2022

Regarding: approval of the FABRYKI MEBLI "FORTE" S.A. financial statements for

the financial year 2021

§1

The Annual General Meeting of FABRYKI MEBLI "FORTE" Spółka Akcyjna based in Ostrów Mazowiecka resolves to approve the financial statements of FABRYKI MEBLI "FORTE" Spółka Akcyjna for the financial year 2021, including:

1. statement of financial position (balance sheet) prepared as at 31 December 2021, showing total assets and liabilities of PLN 922,876,000 (in words: nine hundred twenty-two million eight hundred seventy-six thousand zloty),
2. profit and loss account for the financial year ended 31 December 2021, showing a net profit of PLN 90,383 thousand (in words: ninety million three hundred eighty three thousand zloty),
3. statement of comprehensive income for the financial year ended 31 December 2021, showing a net comprehensive income of PLN 72,135,000 (in words: seventy-two million one hundred thirty-five thousand zloty),
4. statement of changes in equity for the financial year ended 31 December 2021, showing a decrease in equity of PLN 23,588,000 (in words: twenty-three million five hundred and eighty-eight thousand zloty),
5. cash flow statement for the financial year ended 31 December 2021, showing a net increase in cash and cash equivalents of PLN 6,407,000 (in words: six million four hundred and seven thousand zloty),
6. accounting principles (policies) and notes.

§2

The resolution comes into force upon its adoption.

Chairman of the Annual General Meeting