Tatry mountain resorts : Notice of convocation of the Annual General Meeting

Notice of convocation of the Annual General Meeting

Pursuant to Section 184 Act No. 513/1991 Coll., Commercial Code, as subsequently amended (hereinafter referred to as "Commercial Code"), and Art. VIII (3) and (6) of Company´s Articles of Association,

the Board of Directors of the Tatry mountain resorts, a.s. company with the registered office at Demänovská Dolina 72, 031 01 Liptovský Mikuláš, Company number: 31 560 636, registered in the Commercial Register of District Court Žilina, Section: Sa, Insertion No.: 62/L (hereinafter referred to as "Company")

hereby convenes

an Annual General Meeting of the Company,

which is going to be held at the Holiday Village Tatralandia hotel, Ráztocká 21, 031 05 Liptovský Mikuláš on 17th May

2024 at 11:00am with the following agenda:

1. Opening of the Annual General Meeting of the Company;
2. Election of bodies of the Annual General Meeting (chairman of the Annual General Meeting, the keeper of the minutes, two minutes certifiers and persons authorised with counting of votes);
3. Discussion of the business activity report submitted by the Board of Directors, the report of company´s portfolio assets and financial position as of 31/10/2023, the business plan and the budget of the Company for the financial year beginning on 01/11/2023 and ending on 31/10/2024, the annual report as of 31/10/2023, the report of the Supervisory Board;
4. Adoption of the annual individual financial statements of the Company as of 31/10/2023 and the proposal to the distribute the profit made in the financial year beginning on 01/11/2022 and ending on 31/10/2023;
5. Increase of the nominal capital of the Company;
6. Amendment to the Company´s Articles of Association;
7. Remuneration Policy of Bodies of the Public Joint Stock Company;
8. Recall of the Supervisory Board member;
9. Election of Supervisory Board members, adoption of the Agreements on the Supervisory Board member capacity;
10. Adoption of Company´s auditor;
11. End of the session.

The decisive day for exercising the right to attend the Annual General Meeting, the right to vote there, to request information and explanations and to propose motions, is three days before the Annual General Meeting is held, i.e. 14th May 2024.

The registration of Company´s shareholders takes place at the venue of the Annual General Meeting of the Company on 17th May 2024 from 09:00am to 10:45am.

Shareholders - natural persons shall present their identification documents (identity cards or passports) for registration purposes. Shareholders - legal entities shall present an original of the Commercial Register entry of the respective company or an officially certified copy of such entry, which is not older than 90 days; if the shareholder - legal entity is not registered in such register, he or she shall present an original or an officially certified copy of a current document proving his or her legal subjectivity, including a document appointing another person to act on behalf of the shareholder - legal entity. A natural person acting on behalf of the shareholder - legal entity shall present his or her identification document.

Any shareholder has the right to attend the Annual General Meeting and exercise their rights there in person or by proxy pursuant to Regulation § 184 Sec. 1 Commercial Code and section VI (3), VIII (2) and IX (6) of Company´s Articles of Association in force and in accordance with a written Power of Attorney, which contains an officially certified signature of the respective grantor. The Power of Attorney must define the scope of the authorisation of the agent to represent the grantor at the Annual General Meeting of the Company. The shareholder - natural person must present his or her identification document for the purpose of registration along with documents mentioned above and a power of attorney with an officially certified signature of the respective shareholder. The shareholder - legal entity must present documents mentioned above and a power of attorney with an officially certified signature of the respective shareholder along with an original or an officially certified copy of his or her Commercial Register (or a similar register) entry, which is not older than 90 days; unless the shareholder - legal entity is registered in such register, he or she must present an original or a certified copy of a current document proving his or her legal subjectivity. The shareholder - legal entity must also present an original or a certified copy of a document that proves who is appointed to act on behalf of the shareholder - legal entity. The natural person acting on behalf of the shareholder - legal entity must present his or her identification document. The shareholder can be represented also by a member of the Supervisory Board. In such case, the Power of Attorney must include specific instructions concerning voting on each regulation or item of the agenda of the Annual General Meeting that is to be voted on and signed by the member of the Supervisory Board as an agent acting on behalf of the shareholder. The list of participants is certified by the chairman of the Annual General Meeting and the keeper of the minutes, who are appointed in accordance with Company´s Articles of Association. If the Company refuses to register a certain person on the list of participants, it shall be noted on the list of participants along with reasons for the refusal. The list of participants is enclosed with the minutes of the Annual General Meeting of the Company. If shares of any shareholder are located on more than one share dealing account

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pursuant to a separate regulation, the Company shall enable such shareholder to be represented by one agent per each share dealing account pursuant to a separate regulation.

A shareholder who keeps the shares of the Company via an administrator - if the administrator keeps the shares of the shareholder on a security accountopened pursuant to § 105 Act No. 566/2001 Coll. on Securities and Investment Services, as amended, at the Central Securities Depositary of the Slovak Republic (Centrálny depozitár cenných papierov SR, a.s.) - shall, among other documents mentioned above, present a "Certificate of the Administrator" which proves that the shareholder owns a certain number of Company´s shares kept on a security account as of the decisive date, i.e. 14/05/2024. The signature of the administrator on the Certificate of the Administrator must be officially certified. This does not apply if the administrator holds no more than 1.000 shares of the Company for the respective shareholder as of the decisive day exercising the right to attend the Annual General Meeting. A shareholder who keeps the shares of the Company via an administrator - if the administrator keeps the shares of the shareholder on his or her own shareholders´ accountopened pursuant to § 105 Act No. 566/2001 Coll. on Securities and Investment Services, as amended, at the Central Securities Depositary of the Slovak Republic (Centrálny depozitár cenných papierov SR, a.s.) and/or a member of the Central Securities Depositary of the Slovak Republic - can attend the Annual General Meeting and execute shareholder´s rights as an authorised agent of the administrator, depending on the number of shares kept by the administrator. The shareholder shall, among other documents specified above, present a Power of Attorney with an officially certified signature of the administrator as grantor. The signature of the administrator, i.e. the grantor on the Power of Attorney must be officially certified. This does not apply if the administrator holds no more than 1,000 shares of the Company for the respective shareholder as of the decisive day exercising the right to attend the Annual General Meeting. The shareholder who keeps shares of the Company via an administrator of a financial agent who is a sharer of the Central Securities Depositary of the Czech Republic (Centrální depozitář cenných papírů, a.s.) with the registered office at Rybná 14, 110 05 Praha 1, Company number: 25081489 (hereinafter referred to as "CDCP ČR") in his or her account is obliged to instruct his or her financial agent who holds his/her shares and is a sharer of CDCP ČR early enough before the decisive day, i.e. 14/05/2024 to register at CDCP ČR on behalf of the shareholder and with the number of shares that will be used to execute the rights of the shareholder at the Annual General Meeting. The financial agent who is a sharer of CDCP ČR is obliged to send a written registration application of the shareholder to CDCP ČR, CA department to the email address:[e-mail] later than until the end of the decisive day, i.e. 14/05/2024. Only shareholders who are registered at CDCP ČR via financial agents - sharers of CDCP ČR as of the decisive day at the latest are entitled to attend the Annual General Meeting and execute shareholder´s rights personally or by proxy based on a written Power of Attorney. Document templates of the Power of Attorney, including the "Certificate of the Administrator" can be downloaded on the website of the Company:www.tmr.sk. The Company will accept notices of appointing a power of attorney, changing a power of attorney and cancelling a power of attorney sent also as electronic documents with qualified electronic signature via email to:[e-mail].

As to the point 5 of the agenda: The reason for the proposed increase of the nominal capital is to strengthen the capital structure of the Company, gaining access to new resources for development financing, as well as repayment or optimization of existing debts of the Company, including potential repurchasing of existing subordinated bonds. The Board of Directors proposes that the General Meeting authorizes the Board of Directors to increase the nominal capital pursuant to Section 210 of the Commercial Code by the amount of maximum of EUR 50.000.006 by issuing and subscribing maximum of 7.142.858 new shares with nominal value of each share EUR 7; kind of shares: ordinary shares, form (forma) of shares: bearer shares; form (podoba) of shares: book-entry shares; the issue price of each share to be subscribed: EUR 30; the issue price can be paid up only by means of financial contribution; no special rights shall be attached to the shares to be subscribed. The authorization of the Board of Directors by the Annual General Meeting to increase the nominal capital of the company is proposed to be valid for 2 (two) years in accordance with Section 210 para. 1 of the Commercial Code.

As to the point 6 of the agenda: The proposed amendment to the of the Company´s Articles of Association includes deletion of the registered business "exchange services - exchanging of foreign currencies for the Slovak currency in cash", addition of new provisions governing establishment of capital funds by the Company and related extension of the General Meeting competences.

Notification and instructions for shareholders:

1. Any shareholder has the right to attend an Annual General Meeting, to vote at the session, to request information and explanations regarding the issues of the Company or issues of parties controlled by the Company that are related to the subject of negotiations at the Annual General Meeting, to propose motions at the Annual General Meeting and to require that their issues be put on the agenda of the Annual General Meeting pursuant to applicable laws. The number of shareholder´s shares is determined by the proportion of the nominal value of his or her shares to the amount of the nominal capital. The decisive day for exercising the rights is three days before the Annual General Meeting is held. The Board of Directors is obliged to provide complete and true information as well as explanations to every shareholder at the Annual General Meeting if asked to do so, concerning the subject of negotiations of the Annual General Meeting. Unless the Board of Directors is able to provide complete information to shareholders at the Annual General Meeting or if any shareholder requests such information, the Board of Directors is obliged to do so in writing no later than 15 days after the Annual General Meeting is held. Such written information can be sent to shareholder´s private address if provided. Otherwise it will be available at the registered office of the Company. The Board of Directors can reject providing any information only if this should violate the law or if it is clear, based on the content of the information, that the Company might be damaged by the information provision. Information related to the management and assets of the Company cannot be rejected. The Board of Directors decides during the Annual General Meeting if provision of any information should be rejected. Unless any shareholder exercises the right concerning requesting information pursuant

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to § 180 Sec. 3 and 4 Commercial Code in court no later than one month after the Annual General Meeting, where he or she requested information from the Board of Directors or the Supervisory Board, this right shall expire.

1. If requested by a shareholder or shareholders that hold shares whose nominal value reaches at least 5% of the nominal capital, the Board of Directors shall put a proposed issue on the agenda of the Annual General Meeting and the Annual General Meeting is obliged to discuss this given issue. Any request to amend the agenda must be justified or it must contain a draft resolution of the Annual General Meeting, otherwise the Annual General Meeting is not obliged to deal with such request. If the request to put the given issue on the agenda is delivered after the invitation to the Annual General Meeting has been sent or the notice of summoning of the Annual General Meeting has been published, the Board of Directors shall send or publish the amended agenda of the Annual General Meeting in accordance with law and statutes on convocation of the Annual General Meeting no later than ten days before the Annual General Meeting is held. If the amended agenda of the Annual General Meeting cannot be announced in this way, the given issue can be put on the agenda of the Annual General Meeting only pursuant to § 185 Sec. 2 Commercial Code. The Board of Directors is obliged to send or publish the notice of the agenda amendment no later than 10 days before the Annual General Meeting is held provided it is delivered by the respective shareholder(s) no later than 20 days before the Annual General Meeting is held, pursuant to § 181 Sec. 1 Commercial Code.
2. The names of the individuals who are proposed as members of the Company´s Supervisory Board, the proposed amendment to the Company´s Articles of Association, the proposed amendment to the Remuneration Policy of Bodies of the Public Joint Stock Company, the annual individual financial statements as of 31/10/2023, the full version of documents, proposals of resolutions of the Annual General Meeting that shall be discussed within the Annual General Meeting agenda and templates of the Power of Attorney including the "Certificate of the Administrator" will be available for inspection at the address: Bernolákova 14, 031 01 Liptovský Mikuláš from the day this notice on convocation of the Annual General Meeting is published to the day the Annual General Meeting is held on working days from 09:00 to 15:00. All mentioned documents and information will be published on the website of the company:www.tmr.skin the same time period.
3. The notice of convocation of the Annual General Meeting and a copy of the annual individual financial statements as of 31/10/2023 will be sent to any shareholder if they send a written request to the Company between the day the notice of convocation of the Annual General Meeting is published and the day the Annual General Meeting is held. The documents shall be sent as recorded delivery to the address of the respective shareholder and at his/her expense provided the shareholder imposed a lien in favour of the Company on a minimum of one share to guarantee for the costs related.
4. The Company publishes information pursuant to a separate regulation by means of the Internet on Company´s official websitewww.tmr.sk.

Every shareholder attends the Annual General Meeting at their own expense.

Balance sheet as of 31/10/2023	31/10/2023
Assets
Total assets	575 822
Fixed assets	408 186
Current assets	167 636
Liabilities
Total equity and liabilities	575 822
Equity	96 217
Long-term liabilities	320 587
Current liabilities	159 018
Profit and loss statement
Earnings before Interests, Taxes, Depreciation and Amorti-	39 757
zation (EBITDA)
Earnings before Interests and Taxes (EBIT)	20 838
Profit	2 712

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