Report No. 14/2025

The Management Board of Stalexport Autostrady S.A. (hereinafter referred to as the Company or the Issuer) hereby informs that the Company’s Ordinary General Meeting (hereinafter: the Meeting) was held on 10 April 2025 in Katowice.

The Company’s Ordinary General Meeting adopted – without demur – the following resolutions:

Resolution No. 1

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on election of the Chairperson of the Ordinary General Meeting

 §1

The Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice elects Mr. Rafał Sasiak as Chairperson of the Ordinary General Meeting.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in a secret ballot. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,492,841 votes “against” 0 (zero), votes “abstained” 0.

Resolution No. 2

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on the approval of the agenda

 §1

The Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice hereby approves the agenda as specified in the notice convening the Meeting.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,492,841, votes “against” 0 (zero), votes “abstained” 0.

Resolution No. 3

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on the approval of the Report of the Supervisory Board of Stalexport Autostrady S.A.

for the financial year 2024

 §1

Pursuant to art. 395 §5  and 382 § 3 point 3 of the Commercial Companies Code the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice approves the Report of the Supervisory Board of Stalexport Autostrady for the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,464,050, votes “against” 0 (zero), votes “abstained” 28,791. 

Resolution No. 4

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on the approval of the separate financial statements of Stalexport Autostrady S.A. for the financial year 2024

 §1

Pursuant to Article 395 § 2(1) of the Commercial Companies Code and to § 24(1)(1) of the Company’s Articles of Association, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice has examined and approves the separate financial statements of the Company for the financial year 2024, including the following items:

1. separate statement of financial position as at 31 December 2024, showing a total balance of assets and liabilities in the amount of PLN 424,003,154.04 (four hundred twenty-four million three thousand one hundred fifty-four zlotys four groszy),
2. separate statement of comprehensive income for the period from 01 January 2024 to 31 December 2024, showing a net profit of PLN 157,323,769.04 (one hundred fifty-seven million three hundred twenty-three thousand seven hundred sixty-nine zlotys four groszy) and total comprehensive income of PLN 157,425,706.73 (one hundred fifty-seven million four hundred twenty-five thousand seven hundred six zlotys seventy-three groszy),
3. separate statement of changes in equity for the period from 01 January 2024 to 31 December 2024, showing an increase in equity by the amount of PLN 46,157,796.38 (forty-six million one hundred fifty-seven thousand seven hundred ninety-six zlotys thirty-eight groszy),
4. separate statement of cash flows for the period from 01 January 2024 to 31 December 2024, showing an increase in cash by the amount of PLN 51,516,503.00 (fifty-one million five hundred sixteen thousand five hundred three zlotys zero groszy),
5. notes to the separate financial statements including information about the accounting policy adopted and other explanatory information.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,464,050, votes “against” 0 (zero), votes “abstained” 28,791.

 Resolution No. 5

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on the approval of the consolidated financial statements of the Stalexport Autostrady S.A. Group for the financial year 2024

 §1

Pursuant to Article 395 § 5 of the Commercial Companies Code and to § 24(1)(6) of the Company’s Articles of Association, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice has examined and approves the consolidated financial statements of the Stalexport Autostrady S.A. Group for the financial year 2024, including the following items:

1. consolidated statement of financial position as at 31 December 2024, showing a total balance of assets and liabilities in the amount of PLN 1,237,979 thousand (one billion two hundred thirty-seven million nine hundred seventy-nine thousand zlotys),
2. consolidated statement of comprehensive income for the period from 01 January 2024 to 31 December 2024, showing a total net profit of PLN 139,703 thousand (one hundred thirty-nine million seven hundred three thousand zlotys) and a total comprehensive income of PLN 139,752 thousand (one hundred thirty-nine million seven hundred fifty-two thousand zlotys),
3. consolidated statement of changes in equity for the period from 01 January 2024 to 31 December 2024, showing an increase in equity by the amount of PLN 21,349 thousand (twenty-one million three hundred forty-nine thousand zlotys),
4. consolidated statement of cash flows for the period from 01 January 2024 to 31 December 2024, showing a decrease in cash by the amount of PLN 270,524 thousand (two hundred seventy million five hundred twenty-four thousand zlotys),
5. notes to the consolidated financial statements including information about the accounting policy adopted and other explanatory information.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,464,050, votes “against” 0 (zero), votes “abstained” 28,791.

Resolution No. 6

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on the approval of the Report of the Management Board on the activities of the Company and of the Stalexport Autostrady S.A. Group for the financial year 2024

 §1

Pursuant to Article 395 § 2(1) the Commercial Companies Code and to § 24(1)(1) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice has examined and approves the Report of the Management Board on the activities of the Company and of the Stalexport Autostrady S.A. Group for the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,464,050, votes “against” 0 (zero), votes “abstained” 28,791.

Resolution No. 7

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on distribution of the net profit for the financial year 2024, dividend payment, fixing the dividend date and the dividend payment date

 §1

Pursuant to Article 395 § 2(2), Article 396 § 5, Article 348 § 1 and § 4 of the Code of Commercial Companies and to § 24(1)(2) of the Company's Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice decides net profit for the financial year 2024 in amount of PLN 157,323,769.04 (one hundred fifty-seven million three hundred twenty-three thousand seven hundred sixty-nine zlotys four groszy):

1. in the amount of PLN 8,032.77 (say: eight thousand thirty-two zlotys and seventy-seven groszy) to allocate to cover actuarial loss in 2024 related to the update of provisions for employee benefits;
2. in the amount of PLN 155,775,074.49 (say: one hundred fifty-five million seven hundred seventy-five thousand seventy-four zlotys and forty-nine groszy) to allocate for payment of dividend;
3. in the amount of PLN 1,540,661.78 (say: one million five hundred forty thousand six hundred sixty-one zlotys and seventy-eight groszy) transfer to the supplementary capital.

 §2

Pursuant to Article 348 § 1 and to Article 396 § 5 of the Code of Commercial Companies and Partnerships, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice decides to pay dividend to Company's shareholders in the total amount of PLN 155,775,074.49 (say: one hundred fifty-five million seven hundred seventy-five thousand seventy-four zlotys and forty-nine groszy), which means that the dividend shall amount to PLN 0.63 (say: sixty-three groszy) per one share.

 §3

Pursuant to Article 348 § 3 and § 5 of the Code of Commercial Companies and Partnerships and to § 28(2) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. sets as the dividend date 18 April 2025 and 25 April 2025 as the dividend payment date.

 §4

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,492,841, votes “against” 0 (zero), votes “abstained” 0.

Resolution No. 8

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on granting discharge to the President of the Management Board Mr. Andrzej Kaczmarek, acknowledging the performance of his duties in the financial year 2024

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants discharge to the President of the Management Board Mr. Andrzej Kaczmarek, acknowledging the performance of his duties for the whole time in office in the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,464,050, votes “against” 0 (zero), votes “abstained” 28,791.

Resolution No. 9

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on granting discharge to the Vice-President of the Management Board Mr. Stefano Bonomolo, acknowledging the performance of his duties in the financial year 2024

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge to the Vice-President of the Management Board, Mr. Stefano Bonomolo, acknowledging the performance of his duties for the whole time in office in the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,464,050, votes “against” 0 (zero), votes “abstained” 28,791.

Resolution No. 10

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on granting discharge to the Vice-President of the Management Board, Mr. Mariusz Serwa, acknowledging the performance of his duties in the financial year 2024

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants discharge to the Vice-President of the Management Board, Mr. Mariusz Serwa, acknowledging the performance of his duties for the whole time in office in the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,464,050, votes “against” 0 (zero), votes “abstained” 28,791.

Resolution No. 11

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on granting discharge to the member of the Supervisory Board, Mr. Stefano Bonomolo, acknowledging the performance of his duties in the financial year 2024

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge to the member of the Supervisory Board, Mr. Stefano Bonomolo, acknowledging the performance of his duties for the whole time in office in the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in a secret ballot. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,456,701, votes “against” 7,349 votes “abstained” 28,791.

Resolution No. 12

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on granting discharge to the member of the Supervisory Board, Mr. Nicola Bruno, acknowledging the performance of his duties in the financial year 2024

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants discharge to the member of the Supervisory Board, Mr. Nicola Bruno, acknowledging the performance of his duties for the whole time in office in the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in a secret ballot. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,456,701, votes “against” 7,349 votes “abstained” 28,791.

Resolution No. 13

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on granting discharge to the member of the Supervisory Board, Mr. Massimo Di Casola, acknowledging the performance of his duties in the financial year 2024

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants discharge to the member of the Supervisory Board, Mr. Massimo Di Casola, acknowledging the performance of his duties for the whole time in office in the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in a secret ballot. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,456,701, votes “against” 7,349 votes “abstained” 28,791.

Resolution No. 14

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on granting discharge to the member of the Supervisory Board, Mr. Tomasz Dobrowolski, acknowledging the performance of his duties in the financial year 2024

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge to the member of the Supervisory Board, Mr. Tomasz Dobrowolski, acknowledging the performance of his duties for the whole time in office in the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in a secret ballot. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,456,701, votes “against” 7,349 votes “abstained” 28,791.

Resolution No. 15

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on granting discharge to the member of the Supervisory Board, Ms. Enrica Marra, acknowledging the performance of his duties in the financial year 2024

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge by the member of the Supervisory Board, Ms. Enrica Marra, acknowledging the performance of his duties for the whole time in office in the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in a secret ballot. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,456,701, votes “against” 7,349 votes “abstained” 28,791.

Resolution No. 16

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on granting discharge to the member of the Supervisory Board, Mr. Roberto Mengucci, acknowledging the performance of his duties in the financial year 2024

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge to the member of the Supervisory Board, Mr. Roberto Mengucci, acknowledging of the performance of his duties for the whole time in office in the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in a secret ballot. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,456,701, votes “against” 7,349 votes “abstained” 28,791.

Resolution No. 17

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on granting discharge to the member of the Supervisory Board, Ms. Beata Stelmach, acknowledging the performance of his duties in the financial year 2024

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge by the member of the Supervisory Board, Ms. Beata Stelmach, acknowledging the performance of his duties for the whole time in office in the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in a secret ballot. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,456,701, votes “against” 7,349 votes “abstained” 28,791.

Resolution No. 18

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on granting discharge to the member of the Supervisory Board, Mr. Marco Stocchi Grava, acknowledging the performance of his duties in the financial year 2024

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to§ 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge to the member of the Supervisory Board, Mr. Marco Stocchi Grava, acknowledging the performance of his duties for the whole time in office in the financial year 2024.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in a secret ballot. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 178,456,701, votes “against” 7,349 votes “abstained” 28,791.

Resolution No. 19

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 10 April 2025

on issuing of opinion concerning the “Report on remuneration of the members of the Management Board and of the Supervisory Board of Stalexport Autostrady S.A. in the financial year 2024”

 §1

Pursuant to Article 90g(6) of the Act of 29 July 2005 on public offering, on the conditions governing the introduction of financial instruments to organised trading, and on public companies, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice has examined and evaluated positively the “Report on  remuneration of the members of the Management Board and of the Supervisory Board of Stalexport Autostrady S.A. in the financial year 2024” accepted by the Supervisory Board.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 178,492,841 shares, what constitutes 72.19 % of the share capital. The total number of valid votes: 178,492,841, including: votes “voting for” 172,951,232, votes “against” 5,541,609 votes “abstained” 0.

In addition, in connection with the adoption by the Meeting of Resolution No. 7, which provides for the payment of dividend, the Management Board of the Issuer informs that:

1. the amount of PLN 155,775,074.49 (say: one hundred fifty-five million seven hundred seventy-five thousand seventy-four zlotys and forty-nine groszy) was allocated for the payment of the dividend, which means that the amount of dividend per one share shall amount to PLN 0.63 (say: sixty three groszy),
2. the number of shares covered by the dividend amounts to 247,262,023 (two hundred forty seven million two hundred sixty two thousand twenty three);
3. the dividend date is 18 April 2025;
4. the dividend payment date is 25 April 2025.

Legal basis:

§19 para. 1 item 6 and §19 para. 2 of the Ordinance of the Minister of Finance of 29 March 2018 on current and periodic information transmitted by issuers of securities and on the conditions of considering as equivalent the information required under provisions of the law of a state other than a Member State.