Draft resolutions of the Annual General Meeting of APB APRANGA shareholders to be held on April 29, 2021 - Seite 2

9. Amendment of the Articles of Association of the Company and authorization to sign the new wording of the Articles of Association to the General Director of the Company.

Draft resolution:
To amend the Articles of Association of the Company and to approve the new wording of the Articles of Association (Annex No. 5), authorizing the General Director of the Company to sign the new wording of the Articles of Association. Proposed draft amendment to the Company's Articles of Association:
To supplement Article 6.1 of the Articles of Association with the second sentence and word it as follows:
„6.1. The Board is a collegial management body of the company. The procedure of work of the Board shall be laid down in the rules of procedure of the Board. The Board shall perform the supervisory functions provided for in Paragraph 11 of Article 34 of the Law on Companies.“
To supplement Article 5.1 of the Articles of Association with the second sentence and word it as follows:
„5.1. Competence of General Shareholders‘Meeting shall be same as specified by the Law on Companies. Competence of General Shareholders‘ Meeting shall additionally include adoption of the resolutions on the composition of the Audit Committee of the Company, including the appointment and removal of individual members of the Audit Committee, and approving the charter of the Audit Committee.“
To amend Article 5.6 of the Articles of Association and 7.5 (7) (in order to harmonize the information in the Articles of Association) and word them as follows:
“5.6. A notice regarding convening of General Shareholders' Meeting must be published following the order established in Part X of the Articles of Association not later than 21 days before the General Shareholders' Meeting. The documents confirming that the shareholders have been given notice of the General Shareholders' Meeting shall be announced at the opening of the Meeting.”
7.5. 7) Public announcement of information prescribed by Law on Companies in a source indicated in Articles of Association;”.

10. Amendment of the Company's remuneration policy.

Draft resolution:
To amend the Paragraph “Remuneration of the Management Board Members of the Company” of the Remuneration policy of the Company and word it as follows:
“Remuneration of the Management Board Members of the Company
The Members of the Management Board of the Company are not remunerated for their work at the Board, except for the independent members of the Board.