Shareholder’s Motion to Add Particular Items on Agenda of Extraordinary General Meeting of Develia S.A. and Draft Resolutions

With reference to Current Reports Nos. 45/2019 and 46/2019 of 11 December 2019, the Management Board of DEVELIA S.A. (“the Issuer”) inform that today, i.e. on 18 December 2019, it has received, pursuant to Article 401(1) of the Commercial Partnerships and Companies Code, from MetLife Otwarty Fundusz Emerytalny, on behalf of which MetLife Powszechne Towarzystwo Emerytalne S.A., based in Warsaw, acts as a shareholder representing more than one-twentieth of the Issuer’s share capital – holding 34,528,295 shares in the Issuer’s share capital, which accounts for 7.71% of the total number of votes at the General Meeting of DEVELIA S.A., a motion of 18 December 2019 to add specific items on the agenda of the Extraordinary General Meeting of the Issuer, convened on 8 January 2020 (“the Motion”).

The Motion has been put forward with a view to putting the following points on the agenda:

1. Adopting a resolution on the change of number of Supervisory Board members;
2. Adopting a resolution on the appointment of a Supervisory Board member.

The aforesaid Shareholder’s Motion along with its justification 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 Extraordinary General Meeting, which was convened on 8 January 2020, the following items will be discussed:

1. Opening the Meeting.
2. Electing the Chairperson.
3. Stating whether the Extraordinary General Meeting has been duly convened and whether it is capable of adopting resolutions.
4. Approving the agenda of the meeting.
5. Adopting a resolution on setting the remuneration of a Supervisory Board Member designated to act as President of Management Board throughout the period from 28 November 2019 to 28 February 2020.
6. Adopting a resolution on amendments to be made to the Supervisory Board Rules.
7. Adopting a resolution on the change of number of Supervisory Board members.
8. Adopting a resolution on the appointment of a Supervisory Board member.
9. Closing the Meeting.

With regard to the Motion, the Shareholder has also proposed draft resolutions of the Extraordinary General Meeting of the Issuer concerning the new items put on the agenda, which are 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]. 2018, item 757).