THE ANNOUNCEMENT on the holding of the extraordinary general meeting

THE ANNOUNCEMENT
on the holding of the extraordinary general meeting

of a joint stock company:

ZTS Sabinov, a. s., registered seat: Hollého 27, 083 30 Sabinov, ID No.: 00 590 797, registered in the Commercial Register of the District Court of Prešov, Sec.: Sa, Ins. No.: 76/P
(hereinafter referred to as the "Company")

/EIN News/ -- The Board of Directors of the Company, in accordance with § 184 et seq. of Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter referred to as the "Commercial Code"), convenes

EXTRAORDINARY GENERAL MEETING
OF THE COMPANY,

to be held on 19.03.2025 at 08:00 a.m. at the registered seat of the Company, at Hollého 27, 083 30 Sabinov, with the following agenda:

1. opening of the Extraordinary General Meeting and election of its bodies (chairman, recorder, verifiers of the minutes and scrutineers);

2. deciding on changes to the Articles of Association of the Company;

3. deciding on the termination of trading with all shares of the Company on the Bratislava Stock Market and on the fact that the Company ceases to be a public joint stock company and becomes a private joint stock company;

4. deciding on the conversion of the type and form of all shares of the Company from book-entry bearer shares to registered paper shares;

5. deciding on the approval of the process of conversion of all shares of the Company and the issuance of new shares;

6. deciding according to § 161a of the Commercial Code;

7. deciding on changes to the Articles of Association of the Company effective as of the date of the announcement of the mandatory takeover bid for the shares of the Company;

8. closing.

Registration and presentation of shareholders will take place at the premises of the Company from 07:00 a.m. to 07:55 a.m., personally arranged by authorized persons of the Company. Registration and presentation will close five (5) minutes prior to the commencement of the Extraordinary General Meeting.
The decisive date for exercising the shareholder's rights under Section 180(1) of the Commercial Code in the case of shares of a public joint-stock company is the third day preceding the date of the Extraordinary General Meeting, i.e. 16.03.2025.
The person attending the Extraordinary General Meeting shall be required to prove their identity at the time of registration and presentation. In the case of the personal attendance of a person who is a shareholder:

1. natural person shall present their valid identity document at the time of presentation and registration;

2. legal entity shall hand over the original or an officially certified copy of a up to date extract from the commercial register or from a similar register, not older than 90 days, to the person in charge of the presentation and registration of shareholders; if the shareholder (legal entity) is not registered in such a register, the original or an officially certified copy of a up to date proof of the legal personality of such entity shall be handed over, including a document certifying who is authorized to act on behalf of the legal entity; at the same time, the natural person acting on behalf of the shareholder (legal entity) shall present their valid identity document;

Shareholder may participate in the Extraordinary General Meeting represented by an authorized representative on the basis of a written power of attorney with the officially verified signature of the shareholder. In the case of a shareholder being represented by a representative, the representative shall:

– shall hand over the original of the written power of attorney with the officially verified signature of the shareholder or an officially verified copy thereof at the time of registration and presentation to the authorized person of the Company;

– shall hand over the original or an officially certified copy of the documents to be presented or handed over by the shareholder to prove the identity of the shareholder (except for the identity document to be presented) and the circumstances relating to the proceedings and the subject matter of the Extraordinary General Meeting;

– shall present their valid identification document at the time of presentation and registration;
Provided that the shareholder, holder of bearer shares, established, as a security covering the respective expenses, a pledge over at least one share of the company pursuant to Section 184(3) of the Commercial Code, shall have the right to request sending a copy of the draft amendment of the Articles of Association of the Company at his own expense and risk to the address given by them. The shareholder shall have the right to request information and explanations at the Extraordinary General Meeting that are relevant to the subject matter thereof. The Board of Directors is obliged to provide the shareholder with the information in writing no later than 15 days after the Extraordinary General Meeting.

The Board of Directors of the Company, in accordance with Section 184(6) of the Commercial Code, hereby notifies the shareholders of the substance of the proposed changes to the Articles of Association of the Company, which changes are to be subject to decision in accordance with items 2. and 7. of the proposed agenda of the Extraordinary General Meeting:

• establishment of the shareholders' right to decide on the conversion of the form of shares of the Joint Stock Company (agenda item 2);

• change in the details of the type and form of the shares as a result of the conversion of the shares of the Company (agenda item 7);

• establishing the obligation of the Company to keep a list of shareholders holding registered shares (agenda item 7);

• regulation of the rights and obligations of shareholders holding registered paper shares in accordance with the provisions of the Commercial Code (agenda item 7);

Information for Shareholders of the Company:

• shareholder has the right to attend and vote at the Extraordinary General Meeting. The number of votes of a shareholder corresponds to the ratio of the nominal value of his shares to the amount of the share capital of the Company, whereby one vote shall be cast for every EUR 16.00 of the nominal value of the shareholder's shares;

• shareholder attends the extraordinary general meeting at his own expense;

• shareholder has the right to request information and explanations at the Extraordinary General Meeting concerning the Company's affairs or the affairs of persons controlled by the Company, which matters are related to the subject matter of the Extraordinary General Meeting, and the shareholder is obliged to exercise this right no later than the decisive date specified in this announcement, i.e. no later than 16.03.2025;

• shareholder has the right to request copies of the draft Articles of Association or to have them sent to the address provided by the shareholder at the shareholder's own expense and risk;

• at the request of a shareholder or shareholders holding shares with a nominal value of at least 5% of the share capital, the Board of Directors shall include the matter specified by them in the agenda of the Extraordinary General Meeting. The Extraordinary General Meeting shall be obliged to discuss the matter in such a case. The request for the addition to the agenda must be supported by reasons or be accompanied by a draft resolution of the extraordinary general meeting, otherwise the extraordinary general meeting may not take such a request into consideration; if the request for the addition of the matter to the agenda of Extraordinary General Meeting is received after the publication of the announcement of the Extraordinary General Meeting, the Board of Directors shall send or publish the addition to the agenda of the Extraordinary General Meeting in the manner prescribed by law and specified in the Articles of Association for convening Extraordinary General Meetings at least 10 days before the Extraordinary General Meeting, i.e. no later than on 09.03.2025; if such publication of the addition to the agenda of the Extraordinary General Meeting is not possible, the specified matter may be included in the agenda of the Extraordinary General Meeting only in the presence and with the consent of all shareholders of the Company; the Board of Directors shall be obliged to send or publish the notification of the addition to the agenda within 10 days before the Extraordinary General Meeting in each case if it is received by the shareholder or shareholders holding shares with a nominal value of at least 5% of the share capital not later than 20 days before the Extraordinary General Meeting, i.e. not later than 27.02.2025;

• shareholder may participate in the Extraordinary General Meeting represented by an authorized representative on the basis of a written power of attorney with the officially verified signature of the shareholder, a specimen of which is attached as Annex 1 to this announcement; the original of the written power of attorney or an officially verified copy thereof shall be handed over by the authorized representative to the persons in charge of the registration and presentation of the shareholders at the Extraordinary General Meeting no later than the beginning of the Extraordinary General Meeting, which persons shall present the power of attorney to the recorder of the Extraordinary General Meeting; the original of the written power of attorney or a certified copy thereof may be substituted by the verification of the ordinary copy of the written power of attorney by the recorder of the Extraordinary General Meeting - the verification by the recorder of the Extraordinary General Meeting shall be carried out on the basis of the presentation of the original of the document and its ordinary copy, while the verification of the ordinary copy shall be marked thereon and shall be retained for the purposes of the records of the Company; the original of the document shall be returned to the person who presented it;

• Company accepts shareholder's notices of appointment, change or revocation of a power of attorney, accompanied by documents proving the indicated legal facts (i) in person at the registered office of the Company, (ii) by means of paper delivery to the registered office of the Company, alternatively (iii) by electronic means in favor of the e-mail address: griad@ztssabinov.sk; the authorized person is obliged to present the original officially certified written power of attorney at the time of registration and presentation of the shareholders at the Extraordinary General Meeting;

• if a shareholder has granted a written power of attorney to more than one person to exercise the voting rights attached to the same shares at a single extraordinary general meeting, the Company shall enable to vote to that representative who has been entered the earliest in the list of attendees at the extraordinary general meeting;

• if several shareholders have granted a written power of attorney for representation to one representative, the latter may vote separately for each shareholder duly represented at the Extraordinary General Meeting;

• shareholder may grant a written power of attorney to a member of the Supervisory Board of the Company exclusively stipulating the specific instructions for voting on each resolution or item on the agenda of the Extraordinary General Meeting on which the member of the Supervisory Board, as representative, is appointed to vote on behalf of the shareholder;

• shareholder's voting and participation in the Extraordinary General Meeting cannot be carried out by means of postal services prior to the Extraordinary General Meeting, nor by electronic means, as such voting or participation in the Extraordinary General Meeting is not provided for in the Articles of Association of the Company;

• Company shall make available to shareholders on the Company's website www.ztssabinov.sk (electronically) at least 30 days prior to the Extraordinary General Meeting:

• full text of all documents to be discussed in the agenda of the Extraordinary General Meeting;

• total number of shares and voting rights attached to the shares as of the date of publication of the announcement of the Extraordinary General Meeting;

• draft resolutions, if any, of the Extraordinary General Meeting according to the individual items on the agenda of the Extraordinary General Meeting and the opinion of the Board of Directors on each item on the agenda of the Extraordinary General Meeting for which no draft resolution is submitted;

• specimen of the written power of attorney form that may be used for the voting of representatives;

• full texts of the documents (in particular the draft Articles of Association) and drafts of any resolutions of the Extraordinary General Meeting to be discussed at the Extraordinary General Meeting are made available to shareholders in hard copy form for inspection at the registered office of the Company within 30 days prior to the Extraordinary General Meeting, on working days between 1:00 p.m. and 3:00 p.m.;

• Company publishes information pursuant to a special regulation by means of the Internet, on its website at www.ztssabinov.sk ;

• more information is to be found on the website of the Company www.ztssabinov.sk;

SAMPLE POWER OF ATTORNEY
for representation at the Extraordinary General Meeting

POWER OF ATTORNEY

The undersigned Principal

Full name/Business name: ....................................
Address / Registered office: ..................................
Date of birth / Company ID: .................................
Registered in ¹: ....................................................
Acting through¹: ..................................................

as the owner of .......... dematerialized shares of the issuer ZTS Sabinov, a. s., with its registered office at Hollého 27, 083 30 Sabinov, Company ID: 00 590 797, registered in the Commercial Register of the District Court Prešov, Section: Sa, Insert No.: 76/P, in bearer form, ISIN: .................................., with a nominal value of 16 EUR per share.

(hereinafter referred to as the "Principal"),

hereby authorizes

the Authorized Representative
Full name/Business name: .....................................
Address/Registered office: .....................................
Date of birth/Company ID: .....................................
Registered in¹: .....................................................
Acting through¹: ...................................................
(hereinafter referred to as the "Authorized Representative")

to represent the Principal at the Extraordinary General Meeting of ZTS Sabinov, a. s., with its registered office at Hollého 27, 083 30 Sabinov, Company ID: 00 590 797, registered in the Commercial Register of the District Court Prešov, Section: Sa, Insert No.: 76/P (hereinafter referred to as the "Company"), which will be held on March 19, 2025, at 08:00 AM at the registered office of the Company (hereinafter referred to as the "Extraordinary General Meeting"), in accordance with the provisions of Section 31 et seq. of the Civil Code, and within the agreed scope of authorization.

The Authorized Representative is entitled to exercise all rights and fulfill all obligations at the Extraordinary General Meeting, which are granted to the Principal as a shareholder of the Company under the legal framework of the Slovak Republic and the Articles of Association of the Company. In particular, but not exclusively, the Authorized Representative is entitled to vote, submit proposals, and request information on behalf and in the name of the Principal.

I hereby grant this power of attorney in relation to the shares owned by the Principal as a shareholder of the Company, which are registered on the following securities accounts^2:

1. Securities account number:…………, number of shares owned by the Principal and registered on the specified securities account: ………………;
2. Securities account number: ………, number of shares owned by the Principal and registered on the specified securities account: ……………;
3. Securities account number: …………………, number of shares owned by the Principal and registered on the specified securities account: ………………;

If this power of attorney is granted to an Authorized Representative who is a member of the Supervisory Board of the Company, the Authorized Representative is entitled to exercise all rights at the Extraordinary General Meeting, which the legal system of the Slovak Republic and the Articles of Association of the Company grant to the Principal as a shareholder of the Company, under the following conditions³:

• For agenda item(s) no. ...................., the Authorized Representative is obliged to vote in favor;
• For agenda item(s) no. ...................., the Authorized Representative is obliged to vote against;
• For agenda item(s) no. ...................., the Authorized Representative is obliged to abstain from voting.

This power of attorney is granted for the duration of the Extraordinary General Meeting.

By signing this document, the Authorized Representative unconditionally confirms that they have been acquainted with the Articles of Association of the Company by the Principal and are aware of their obligations arising from this power of attorney.

The Authorized Representative is not entitled to delegate this authorization to another person (prohibition of substitution).

This power of attorney shall be governed by the legal system of the Slovak Republic.

On behalf of the Principal:
In __________________, on __________.2025

full name / business name:
position1:
signature:	(officially certified signature)

On behalf of the Authorized Representative:
In __________________, on __________.2025

full name / business name:
position1:
signature:	(officially certified signature)

ZTS Sabinov, a. s. accepts notifications regarding the granting of power of attorney, changes to an already granted power of attorney, and revocation of power of attorney also via email at griad@ztssabinov.sk in PDF document format.