The Management Board of INTER CARS S.A. of Swobodnia (the “Company”), acting pursuant to Articles 395, 399(1), 402¹(1)–(2) and 402² of the Polish Commercial Companies Code of 15 September 2000, hereby gives notice that the Annual General Meeting of the Company (the “AGM”) will be held at 12.30 pm on 28 May 2026 in the conference suite on the third floor of Tower B, ul. Zgrupowania AK “Kampinos” 15, 01-943 Warsaw, Poland.
Agenda:
- Opening of the AGM.
- Appointment of the Chair of the AGM.
- Confirmation that the AGM has been duly convened and is capable of adopting resolutions.
- Adoption of the agenda.
- Consideration of, and resolution on, the Directors’ Report on the operations of the Inter Cars Group for the financial year 2025, prepared together with the Directors’ Report on the operations of the Company for the same period.
- Consideration of, and resolution on, the separate financial statements of the Company for the financial year 2025.
- Consideration of, and resolution on, the consolidated financial statements of the Inter Cars Group for the financial year 2025.
- Consideration of, and resolution on, the Report of the Supervisory Board of Inter Cars S.A. on its activities in 2025, including the assessments prepared in accordance with the ‘Best Practice for WSE Listed Companies 2021’.
- Resolution on the allocation of the Company’s profit.
- Granting of discharge to the members of the Management Board for the performance of their duties.
- Granting of discharge to the members of the Supervisory Board for the performance of their duties.
- Advisory vote on the Report on Remuneration of the Management Board and the Supervisory Board of Inter Cars S.A. of Swobodnia.
- Closing of the AGM.
Information for shareholders
Right to participate in the General Meeting
Pursuant to Article 406¹ of the Commercial Companies Code, the right to participate in the General Meeting applies only to persons who are Company shareholders 16 days prior to the date of the General Meeting, i.e. on 12 May 2026 (the “Record Date”), provided they request the entity keeping their securities account to issue a certificate to their name confirming the holder’s right to participate in the General Meeting, in the period from the date of the notice convening the General Meeting to the first weekday following the Record Date, i.e. by 13 May 2026.
The list of shareholders entitled to participate in the General Meeting will be determined on the basis of a record provided by the entity operating the depository for securities, i.e., Krajowy Depozyt Papierów Wartościowych S.A. (the Central Securities Depository of Poland). The entity operating the depository for securities draws up the record on the basis of records submitted by entities authorised pursuant to the laws and regulations applicable to trading in financial instruments, such records to be submitted no later than twelve days prior to the date of the General Meeting. The records submitted to the entity operating the depository for securities are drawn up on the basis of certificates confirming the right to participate in the General Meeting.
The list of shareholders entitled to attend and vote at the General Meeting will be available for inspection at the Company’s offices, ul. Zgrupowania AK “Kampinos” 15, Tower A, 01-943 Warsaw, between 9.00 am and 4.00 pm on the three business days immediately preceding the AGM, namely 25–27 May 2026. Any shareholder of the Company may, free of charge, request that the list of shareholders be sent to them by electronic means – either to their designated e-delivery address or by e-mail – provided they supply the address to which the register should be dispatched. Shareholders may submit such a request by sending an e-mail to [email protected]. If a shareholder who makes such a request is not included in the list of shareholders entitled to participate in the General Meeting, the Company may require the shareholder to provide documents confirming their status as a shareholder in the Company as at the date of the request.
Certain shareholder rights at the General Meeting
Shareholder or shareholders representing at least one-twentieth of the Company’s share capital are entitled to:
(i) request that certain matters be placed on the agenda of the General Meeting; such request should be submitted to the Company’s Management Board at least twenty-one days prior to the date of the General Meeting, i.e. by 7 May 2026; the request should contain grounds or a draft resolution concerning the proposed agenda item; shareholders may submit the request by e-mail sent to [email protected].
(ii) propose draft resolutions regarding any matters placed or to be placed on the agenda of the General Meeting, such draft resolutions to be submitted prior to the date of the General Meeting, in writing or via e-mail sent to: [email protected].
During the General Meeting, every shareholder may submit draft resolutions concerning matters placed on the agenda.
When communicating with the Company, a shareholder exercising these rights should attach to their request a deposit certificate issued by an appropriate entity, confirming that the shareholder holds a relevant number of shares in the Company’s capital entitling them to submit the request or draft resolution (paper copy/scan). Additionally, in the case of shareholders who are legal persons or other entities whose representation requires that relevant documents be presented, the originals or copies of such documents must be attached to the request. The requirement to present/enclose the documents specified above applies to shareholders who submit their requests in writing as well as to shareholders who submit their requests electronic form. Determination whether a request or proposed draft resolution was sent by the required deadline will be made based on the date of its receipt by the Company, and where such requests are sent by e-mail – based on the date of entry of the request in the Company’s electronic mail system.
Any shareholder of the Company may raise questions on any item of business placed on the agenda of the General Meeting.
Attending the General Meeting and exercising voting rights
A shareholder who is a natural person may participate in the General Meeting and exercise voting rights in person or through a proxy. A shareholder who is not a natural person may participate in the General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder’s behalf or through a proxy. The power of proxy should be made in writing or in electronic form. A power of proxy in electronic form does not require a qualified electronic signature. Where a proxy is granted in electronic form, the shareholder must notify the Company by e-mail to [email protected] no later than 27 May 2026.
To enable identification of shareholders granting powers of proxy in electronic form, the following documents should be attached to the notification:
(i) for a shareholder who is a natural person – a copy of their identity card, passport or another official identity document; or
(ii) for a shareholder who is not a natural person – a copy of the valid entry in the relevant register or another document confirming the authorisation of a natural person(s) to represent the shareholder at the General Meeting (e.g. a complete sequence of powers of proxy).
Should any doubts arise as to the validity of the documents specified above, the Management Board reserves the right to request that the following documents be presented by the proxy at the time of registering attendance:
(i) for a shareholder who is a natural person – a copy of their identity card, passport or another official identity document, certified as true by a notary public or another authorised entity; or
(ii) for a shareholder who is not a natural person – a copy of the valid entry in the relevant register or another document confirming the authority of a natural person(s) to represent the shareholder at the General Meeting (e.g. a complete sequence of powers of proxy), certified as true by a notary public or another authorised entity.
To enable identification of the proxy, the Management Board reserves the right to request that the following documents be presented by the proxy at the time of registering attendance:
(i) for a proxy who is a natural person – their identity card, passport or another official identity document; or
(ii) for a proxy who is not a natural person – a copy of the valid entry in the relevant register or another document confirming the authority of a natural person (natural persons) to represent the shareholder at the General Meeting (e.g. a complete sequence of powers of proxy), as well as the original or the copy of an identity card, passport, or another official identity document of a natural person (natural persons) authorised to represent the proxy at the General Meeting. The copies of the documents need to be certified as true by a notary public or any other authorised entity.
The proxy vote form and the form of written voting instruction for the proxy referred to in Article 4023(1)(5) of the Commercial Companies Code may be provided by the Company at a shareholder’s request sent to ul. Zgrupowania AK “Kampinos” 15 Tower A, 01-943 Warsaw. The Company will send the forms by post, free of charge. It is not obligatory to use the proxy forms referred to above to grant powers of proxy.
Shareholders are also advised that if a shareholder grants a power of proxy along with a voting instruction, the Company will not verify whether the proxy exercises the voting rights in line with the instructions received from the shareholder. Therefore, the voting instructions should be given only to the proxy.
The Company enables its shareholders to participate in the General Meeting by electronic means of communication. The terms and conditions of participation in the General Meeting by electronic means are set out in an appendix to this notice.
Information on how to take the floor during the General Meeting and how to exercise voting rights by electronic means of communication is provided in an appendix to this notice.
The Company does not provide for the possibility of exercising voting rights by postal ballot.
The Company will use its best endeavours to ensure that the participation of shareholders and their proxies in the General Meeting by electronic means proceeds smoothly, but will not be held liable for any faults, failures or communication problems which may arise in the Internet connectivity or as a result of failure by a shareholder or the shareholder’s proxy to meet the technical requirements necessary for such participation in the General Meeting.
Documentation and other materials for the General Meeting
A person entitled to participate in the General Meeting may obtain the full text of the documentation to be submitted to the General Meeting, including draft resolutions or − if no resolutions are to be passed − comments of the Company’s Management Board and Supervisory Board on matters placed or to be placed on the agenda, prior to the scheduled date of the General Meeting by accessing the Company’s website at: http://inwestor.intercars.com.pl/ in the Inter Cars Group – Company authorities/General Meeting of Shareholders tab and at the Company’s offices in Warsaw at ul. Zgrupowania AK Kampinos 15, Tower A (01-943 Warsaw), on business days, between 9.00 am and 4.00 pm until the date of the General Meeting.
Registration of General Meeting participants
Persons entitled to participate in the General Meeting are requested to register and collect their voting cards directly at the entry to the General Meeting’s venue thirty minutes before the beginning of the General Meeting.
Other information
Information on the General Meeting will be published on the Company’s website at: https://inwestor.intercars.com/pl/ in the Inter Cars Group – Company authorities/General Meeting of Shareholders tab.
The Company reserves the right to consider any correspondence concerning the General Meeting sent by shareholders by electronic means only if it has been sent to the address specified in this notice, i.e. [email protected].
Risks related to the use of electronic means of communication by a shareholder are borne by the shareholder.
The Company’s Management Board announces that any matters not provided for in this notice are governed by applicable provisions of the Commercial Companies Code and the Company’s Articles of Association, and requests the shareholders to read these regulations.
Draft resolutions
Item 2 of the agenda:
“Resolution No. 1
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to appoint the Chair of the General Meeting
The Annual General Meeting of Inter Cars S.A. of Swobodnia hereby resolves to appoint [●] as the Chair of the General Meeting.”
Item 4 of the agenda:
“Resolution No. 2
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to adopt the agenda for the General Meeting
The General Meeting of Inter Cars S.A. of Swobodnia hereby approves the proposed agenda.”
Re item 5 of the agenda:
“Resolution No. 3
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to approve the Directors’ Report on the operations of the Inter Cars Group in 2025, prepared together with the Directors’ Report on the operations of the Company in 2025
Section 1
The Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”), acting pursuant to Article 395(2)(1) of the Commercial Companies Code, and having previously read and considered the Directors’ Report on the operations of the Inter Cars Group in 2025, prepared together with the Directors’ Report on the operations of the Company in 2025, as well as the Supervisory Board’s report on the assessment of the Directors’ Report, as included in the Report of the Supervisory Board of Inter Cars S.A. on its activities in 2025, resolves to approve the Directors’ Report on the operations of the Inter Cars Group in 2025, prepared together with the Directors’ Report on the operations of the Company in 2025.
Section 2
This Resolution shall come into force upon its adoption.”
Item 6 of the agenda:
“Resolution No. 4
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to approve the Company’s financial statements for 2025
Section 1
The Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”), acting pursuant to Article 395(2)(1) of the Commercial Companies Code, and having previously read and considered the Company’s financial statements for the financial year 2025 and the Supervisory Board’s report on the assessment of the statements, as included in the Report of the Supervisory Board of Inter Cars S.A. on its activities in 2025, resolves to approve the Company’s audited financial statements for the financial year 2025, comprising:
- a) Balance sheet as at 31 December 2025, showing total assets and total equity and liabilities of PLN 8,642,751 thousand (eight billion, six hundred and forty-two million, seven hundred and fifty-one thousand złoty);
- b) Statement of profit or loss for the period 1 January−31 December 2025, showing net profit of PLN 461,704 thousand (four hundred and sixty-one million, seven hundred and four thousand złoty);
- c) Statement of changes in equity for the financial year 1 January−31 December 2025, showing an increase in equity of PLN 367,522 thousand (three hundred and sixty-seven million, five hundred and twenty-two thousand złoty);
- d) Statement of cash flows for the financial year 1 January–31 December 2025, showing a net increase in cash of PLN 2,644 thousand (two million, six hundred and forty-four thousand złoty);
- e) Supplementary information, comprising an introduction and notes to the financial statements.
Section 2
This Resolution shall come into force upon its adoption.”
Item 7 of the agenda:
“Resolution No. 5
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to approve the consolidated financial statements of the Inter Cars Group
Section 1
The Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”), acting pursuant to Article 395.5 of the Commercial Companies Code, and having previously read and considered the financial statements of the Inter Cars Group for the financial year 2025 and the Supervisory Board’s report on the assessment of the statements, as included in the Report of the Supervisory Board of Inter Cars S.A. on its activities in 2025, resolves to approve the audited consolidated financial statements of the Inter Cars Group for the financial year 2025, comprising:
- a) Consolidated balance sheet of the Inter Cars Group as at 31 December 2025, showing total assets and total equity and liabilities of PLN 11,956,218 thousand (eleven billion, nine hundred and fifty-six million, two hundred and eighteen thousand złoty);
- b) Consolidated statement of profit or loss of the Inter Cars Group for the financial year 1 January−31 December 2025, showing a net profit of PLN 806,420 thousand (eight hundred and six million, four hundred and twenty thousand złoty);
- c) Statement of changes in consolidated equity of the Inter Cars Group for the financial year 1 January−31 December 2025, showing an increase in equity of PLN 664,371 thousand (six hundred and sixty-four million, three hundred and seventy-one thousand złoty);
- d) Consolidated statement of cash flows of the Inter Cars Group for the financial year 1 January–31 December 2025, showing a net increase in cash of PLN 81,361 thousand (eighty-one million, three hundred and sixty-one thousand złoty);
- e) Supplementary information, comprising an introduction and notes to the consolidated financial statements.
Section 2
This Resolution shall come into force upon its adoption.”
Item 8 of the agenda:
“Resolution No. 6
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to approve the Report of the Supervisory Board of Inter Cars S.A. on its activities in 2025, including the assessments prepared in accordance with the ‘Best Practice for WSE Listed Companies 2021’
Section 1
The Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”), acting pursuant to Article 382(3)(3) and Article 395(5) of the Commercial Companies Code, and in conjunction with principle 2.11 of the ‘Best Practice for WSE Listed Companies 2021’, having previously read and considered the Report of the Supervisory Board of Inter Cars S.A. on its activities in 2025, including the assessments required by the ‘Best Practice for WSE Listed Companies 2021’, resolves to approve the Report of the Supervisory Board of Inter Cars S.A. on its activities in 2025, including the assessments required by the ‘Best Practice for WSE Listed Companies 2021’.
Section 2
This Resolution shall come into force upon its adoption.”
Item 9 of the agenda:
“Resolution No. 7
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
on allocation of the Company’s profit
Section 1
The Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”), acting pursuant to Article 395(2)(2) of the Commercial Companies Code, and taking into consideration the relevant proposal put forward by the Management Board, on which the Supervisory Board gave a positive opinion, resolves to allocate the Company’s net profit for 2025 in the total amount of PLN 461,704,446.69 (four hundred and sixty-one million, seven hundred and four thousand, four hundred and forty-six złoty, sixty-nine grosz) in the following manner:
- 1) PLN 20,118,702.00 (twenty million, one hundred and eighteen thousand, seven hundred and two złoty) shall be distributed among the shareholders, with the proviso that:
a. the dividend per share shall be PLN 1.42 (one złoty, forty-two grosz),
b. given that treasury shares carry no dividend rights pursuant to Article 364(2) of the Commercial Companies Code, the amount attributable to treasury shares held by the Company as at the dividend record date shall be transferred to statutory reserve funds; - 2) PLN 441,585,744.69 (four hundred and forty-one million, five hundred and eighty-five thousand, seven hundred and forty-four złoty, sixty-nine grosz), increased by the amount referred to in Section 1.1)b above, shall be transferred to statutory reserve funds.
Section 2
The Annual General Meeting, acting pursuant to Article 348(4) of the Commercial Companies Code, and taking into consideration the relevant proposal put forward by the Management Board, on which the Supervisory Board gave a positive opinion, resolves to set the dividend record date for 10 June 2026, and the dividend payment date for 24 June 2026.
Section 3
This Resolution shall come into force upon its adoption.”
Item 10 of the agenda:
“Resolution No. 8
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Management Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge from liability to Maciej Krzysztof Oleksowicz in respect of his duties as President of the Company’s Management Board in the period 1 January−31 December 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 9
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Management Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge from liability to Krzysztof Soszyński in respect of his duties as Vice President of the Company’s Management Board in the period 1 January−31 December 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 10
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Management Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge from liability to Wojciech Tadeusz Twaróg in respect of his duties as Member of the Company’s Management Board in the period 1 January−31 December 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 11
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Management Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge from liability to Piotr Dariusz Zamora in respect of his duties as Member of the Company’s Management Board in the period 1 January−31 December 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 12
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Management Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge from liability to Wojciech Grzegorz Aleksandrowicz in respect of his duties as Member of the Company’s Management Board in the period 1 January−31 December 2025.
Section 2
This Resolution shall come into force upon its adoption.”
Item 11 of the agenda:
“Resolution No. 13
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge from liability to Andrzej Oliszewski in respect of his duties as Chair of the Company’s Supervisory Board in the period 1 January−31 December 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 14
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge from liability to Jacek Klimczak in respect of his duties as Member of the Company’s Supervisory Board in the period 1 January−10 June 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 15
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge from liability to Jacek Podgórski in respect of his duties as Member of the Company’s Supervisory Board in the period 1 January−10 June 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 16
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge from liability to Tomasz Rusak in respect of his duties as Member of the Company’s Supervisory Board in the period 1 January−10 June 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 17
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge to Witold Kmieciak in respect of his duties as Member of the Company’s Supervisory Board in the period 10 June–31 December 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 18
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge from liability to Radosław Kudła in respect of his duties as Member of the Company’s Supervisory Board in the period 1 January−31 December 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 19
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge to Kamilla Spark in respect of her duties as Member of the Company’s Supervisory Board in the period 10 June–31 December 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 20
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge to Zofia Dzik in respect of her duties as Member of the Company’s Supervisory Board in the period 10 June–31 December 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 21
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge to Zoya Gyurova in respect of her duties as Member of the Company’s Supervisory Board in the period 10 June–31 December 2025.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution No. 22
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Article 395(2)(3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) hereby grants discharge to Łukasz Dziekoński in respect of his duties as Member of the Company’s Supervisory Board in the period 10 June–31 December 2025.
Section 2
This Resolution shall come into force upon its adoption.”
Item 12 of the agenda:
“Resolution No. 23
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 28 May 2026
to give an opinion on the Report on Remuneration of the Management Board and the Supervisory Board of Inter Cars S.A. of Swobodnia
Section 1
Acting pursuant to Article 90g(6) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated 29 July 2005, the Annual General Meeting of Inter Cars S.A. of Swobodnia (the “Company”) gives a positive opinion on the Report on Remuneration of the Management Board and the Supervisory Board of Inter Cars S.A. of Swobodnia for 2025.
Section 2
This Resolution shall come into force upon its adoption.
Grounds for the draft resolutions:
Draft Resolution No. 1
The resolution to appoint the Chair follows from the provision of Article 409(1) of the Commercial Companies Code, whereby the Chair of the General Meeting is appointed from among its entitled participants.
Draft Resolution No. 2
The General Meeting proceeds according to its adopted agenda. The agenda contained in the draft resolution has been proposed by the Management Board.
Draft Resolutions No. 3–5
The Annual General Meeting resolves on these matters pursuant to Article 395(2)(1) and Article 395(5) in conjunction with Article 393(1) of the Commercial Companies Code.
The financial statements were published on 28 April 2026. The full-year financial statements and the Directors’ Report for 2025 have been favourably assessed by the Supervisory Board.
Draft Resolution No. 6
The need for the Annual General Meeting to resolve on this matter follows from principle 2.11 of the ‘Best Practice for WSE Listed Companies 2021’.
Draft Resolution No. 7
Resolving on the allocation of profit falls within the powers of the Annual General Meeting, as provided for by Article 395(2)(2) of the Commercial Companies Code.
The Management Board’s proposal on the allocation of the Company’s profit for 2025 was published in Current Report No. 9/2026 of 29 April 2026.
On 29 April 2026, the Supervisory Board passed a resolution whereby it acknowledged and approved the Management Board’s proposal of 29 April 2026 on the allocation of the Company’s profit for 2025. The relevant information was published in Current Report No. 10/2026 of 29 April 2026.
The draft resolution reflects the need to reduce the total dividend amount by the amount attributable to treasury shares held by the Company as at the dividend record date.
Draft Resolutions No. 8–22
The Annual General Meeting has an obligation to resolve on the grant of discharge from liability to members of the Management Board and the Supervisory Board pursuant to Article 395(2)(3) in conjunction with Article 393(1) of the Commercial Companies Code.
The Supervisory Board has given a positive opinion on the grant of discharge to members of the Management Board.
Draft Resolution No. 23
The need for the Annual General Meeting to resolve on the Supervisory Board’s Report on Remuneration of the Management Board and the Supervisory Board of Inter Cars S.A. for 2025 follows from Article 395(21) of the Commercial Companies Code in conjunction with Article 90g(6) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies. The Report on Remuneration of the Management Board and the Supervisory Board of Inter Cars S.A. for 2025 was authorised by the Supervisory Board at its meeting held on 27 April 2026, whereupon the Report was assessed by a qualified auditor; it is included among materials submitted to the AGM, available from the Company’s website.
- Krzysztof Soszyński – Vice President of the Management Board
- Piotr Zamora – Member of the Management Board