ESM 2018

Extraordinary General Meeting 2018

In connection with the request submitted by Altus Towarzystwo Funduszy Inwestycyjnych S.A., representing investment funds holding jointly shares constituting over one twentieth of the share capital of Tire Company DÍbica SA ("Company"), the Management Board of the Company, acting pursuant to art. 399 ß 1 in conj. from art. 400 ß1, art. 402 (1) ß 1 of the Code of Commercial Companies and ß 20 para. 3 of the Company's Articles of Association, convenes an Extraordinary General Meeting ("the Meeting") on September 25, 2018, at 13:00 at the headquarters of the Company (DÍbica, Dom Kultury "Kosmos", Ignacego Lisa 3 - auditorium), with the following agenda:

1. Opening of the Extraordinary General Meeting of the Company.
2. Election of the Chairman of the Extraordinary General Meeting of the Company.
3. Confirmation of the correctness of convening the Extraordinary General Meeting of the Company and its ability to adopt resolutions.
4.Adoption of the agenda of the Extraordinary General Meeting of the Company.
5. Possible election of the Secretary of the Extraordinary General Meeting of the Company.
6. Discussion and possible adoption of resolutions regarding:
- loan agreements concluded by the Company from Goodyear S.A. based in Colmar-Berg, Luxembourg;
- principles and model of commercial cooperation of the Company with the Goodyear Group entities, including Goodyear Tire and Rubber Company based in Akron, Ohio, USA, including discussion regarding: the framework sales agreement of 1 February 2018 and the framework resale agreement of February 1, 2018 concluded by the Company with Goodyear Dunlop Tires Operations SA based in Colmar-Berg, Luxembourg; Technical Assistance and License Agreements of August 14, 2014 concluded by the Company and Goodyear S.A. based in Colmar-Berg, Luxembourg; as well as the service agreement of 1 January 2006 concluded by the Company with Goodyear Dunlop Tires Operations S.A. based in Colmar-Berg, Luxembourg.
7. Discussion regarding the Company's current dividend policy and adopting a resolution regarding the terms of the new dividend policy of the Company for 2018-2020.
8. Discussion and adoption of a resolution regarding the authorization of the Management Board of the Company to purchase a maximum of 2,567.838 own shares of the Company representing 18.6% of the share capital of the Company, as well as the use of the Company's reserve capital.
9. Adoption of a resolution regarding the Company's costs of convening and holding the Extraordinary General Meeting of the Company.
10. Closing the debates of the Extraordinary General Meeting of the Company.

At the request of the shareholder Goodyear Holdings S.ar.l, the agenda was supplemented by an additional item, inserted between the previous items 8 and 9. The amended agenda is as follows:

1. Opening of the Extraordinary General Meeting of the Company.
2. Election of the Chairman of the Extraordinary General Meeting of the Company.
3. Confirmation of the correctness of convening the Extraordinary General Meeting of the Company and its ability to adopt resolutions.
4. Adoption of the agenda of the Extraordinary General Meeting of the Company.
5. Possible election of the Secretary of the Extraordinary General Meeting of the Company.
6. Discussion and possible adoption of resolutions regarding:
- loans agreement between Goodyear S.A. with its registered seat in Colmar-Berg, Luxembourg;
- principles and model of commercial cooperation of the Company with the Goodyear Group entities, including Goodyear Tire and Rubber Company based in Akron, Ohio, USA, including discussion regarding: the framework sales agreement of 1 February 2018 and the framework resale agreement of February 1, 2018 concluded by the Company with Goodyear Dunlop Tires Operations SA based in Colmar-Berg, Luxembourg; Technical Assistance and License Agreements of August 14, 2014 concluded by the Company and Goodyear S.A. based in Colmar-Berg, Luxembourg; as well as the service agreement of 1 January 2006 concluded by the Company with Goodyear Dunlop Tires Operations S.A. based in Colmar-Berg, Luxembourg.
7.Discussion regarding current dividend policy of the Company and adopting a resolution regarding the terms of the new dividend policy of the Company for 2018-2020.
8.Discussion and adoption of a resolution regarding the authorization of the Management Board of the Company to purchase a maximum of 2,567.838 own shares of the Company representing 18.6% of the share capital of the Company, as well as the use of the Company's reserve capital.
9. Adoption of resolutions regarding the change of the Articles of Association and authorization of the Management Board to increase the Company's share capital as part of the authorized capital and authorize the Management Board to deprive the shareholders of the pre-emptive right in whole or in part with the consent of the Company's Supervisory Board.
10. Adoption of a resolution regarding the Company's costs of convening and holding the Extraordinary General Meeting of the Company.
11. Closing the debates of the Extraordinary General Meeting of the Company

II. Precise description of procedures regulating the participation in the General Meeting of Shareholders and exercising oneís right to vote (pursuant to Art. 402(2), subpar. 2 of the Commercial Companiesí Code).

a) shareholderís right to demand adding certain points to the Agenda of the General Meeting of Shareholders.

According to art. 401 ß 1 of the Commercial Companies Code, the shareholder or shareholders representing at least 1/20 of the share capital have the right to request that certain matters be put on the agenda of the Meeting. The request should be submitted to the Management Board of the Company not later than 21 days before the set date of the General Meeting, ie no later than September 4, 2018 and should contain a justification or a draft resolution regarding the proposed agenda item. The request may be submitted in writing at the registered office of the Company at ul. 1 Maja 1, room 5, 39-200 DÍbica (however, if a request is sent in writing to the Company by post or courier, the date of its submission is the date of delivery of the parcel to the above address) or in electronic form and sent only to the address electronic mail, located on the Company's website (www.debica.com.pl) at the address: http://debica.com.pl/kontakt_nwza_2018

If the request meets the requirements of law, the Management Board of the Company is obliged immediately, but not later than 18 days before the set date of the General Meeting, ie until September 7, 2018 to announce changes to the agenda introduced at the request of shareholders. The announcement is made in a manner appropriate for convening the General Meeting.

Shareholders or their proxies, exercising this authorization, are obliged to enable their identification and confirm their authorization (in accordance with all the requirements described in point II d) below), and also to demonstrate the possession of the appropriate number of shares as at the date of request by attaching to the request depository certificates (a) issued by the entity maintaining the securities account or a collective account on which shares of the Company are registered, confirming that they are shareholders of the Company and that they represent at least 1/20 of the share capital of the Company. If you exercise the above rights using electronic means of communication, the documents should be sent in PDF format (or other format that does not allow you to edit the document, but allows its reading by the Company).

The Company may take appropriate further actions to identify the person representing the shareholder (s) contacting the Company in this way and to verify his or her right to perform the above-mentioned rights. The verification may consist, in particular, in a return question in the form of a telephone or e-mail to the shareholder and proxy in order to confirm the fact of granting the power of attorney. The company stipulates that the lack of response and cooperation between the shareholder or the attorney during verification will be treated as a lack of verification and will be the basis for refusal by the Management Board to make an appropriate announcement.

All correspondence in the above-mentioned matters and all draft resolutions should be provided in Polish or - in the case of documents in a foreign language - together with a sworn translation into Polish.

The company stipulates that requests made by shareholders using electronic communication means other than via the e-mail address indicated above or without meeting the requirements set out above will not be taken into account.

b) the right to submit draft resolutions regarding matters included in the agenda or matters that are to be included in the agenda before the date of the General Meeting.
According to art. 401 ß 4 of the Commercial Companies Code, a shareholder or shareholders representing at least 1/20 of the share capital may, prior to the date of the General Meeting, submit in writing at the registered office of the Company at: Legal Department, Tire Company DÍbica S.A., ul. 1 Maja 1, 39-200 DÍbica or using electronic means of communication (using the email address provided on the Company's website (www.debica.com.pl) at the following address: "http://debica.com.pl/ kontakt_nwza_2018) draft resolutions regarding matters included in the agenda of the Meeting or matters that are to be included in the agenda. If the application meets the legal requirements and the formal requirements described below, the Company shall immediately publish draft resolutions on the Company's website.

Shareholders or their proxies exercising the above authorization are required to enable their identification and confirm their authorization (in accordance with all the requirements described in point II d) below), and also to demonstrate the possession of an appropriate number of shares as of the day of submitting the draft or draft resolutions, enclosing with the application depository certificates (a) issued by the entity maintaining the securities account or a collective account on which shares of the Company are registered, confirming that they are shareholders of the Company and that they represent at least 1/20 of the share capital of the Company. If you exercise the above rights using electronic means of communication, the documents should be sent in PDF format (or other format that does not allow you to edit the document, but allows its reading by the Company).

The Company may take appropriate further actions to identify the person representing the shareholder (s) contacting the Company in this manner and to verify his / her right to perform the above-mentioned rights. The verification may consist, in particular, in a return question in the form of a telephone or e-mail to the shareholder and proxy in order to confirm the fact of granting the power of attorney. The company stipulates that the lack of response and cooperation of the shareholder or attorney during verification will be treated as a lack of verification and will be the basis for refusal by the Management Board to appropriate model.

All correspondence in the above matters and all draft resolutions should be provided in Polish or - in the case of documents in a foreign language - together with a sworn translation into Polish.

The Company stipulates that draft resolutions submitted by shareholders using electronic communication means in a different way than via the electronic mail address, located on the Company's website (www.debica.com.pl) at the following address: "http://debica.com.pl / kontakt_nwza_2018 "without complying with the requirements set out in point II a) above, will not be taken into account.

c) the right to submit draft resolutions regarding matters added to the agenda during the Meeting.
According to art. 401 ß 5 of the Commercial Companies Code, each shareholder entitled to participate in the General Meeting may submit draft resolutions regarding matters included in the agenda during the General Meeting.

d) the manner of exercising the voting right by a proxy.
A shareholder may participate in the General Meeting and exercise the right to vote in person or by proxy. The proxy exercises all the shareholder's rights at the Meeting, unless otherwise stated in the power of attorney. The proxy may grant further power of attorney if it results from the power of attorney. A proxy may represent more than one shareholder and vote differently from the shares of each shareholder. A shareholder who holds shares registered on more than one securities account may appoint separate proxies to exercise the rights attached to shares registered on each account. A shareholder holding shares registered on a collective account may appoint separate proxies to exercise the rights attached to shares registered in that account. A member of the Management Board and an employee of the Company may be proxies at the General Meeting of the Company. If the proxy at the General Meeting is a member of the Management Board, a member of the Supervisory Board, liquidator, employee of the Company or a member of bodies or employee of a company or cooperative subsidiary of the Company, the power of attorney may authorize to represent only one General Meeting. The proxy is obliged to disclose to the shareholder circumstances indicating the existence or the possibility of a conflict of interests. Granting a further power of attorney is excluded. A proxy who is a member of the Management Board, a member of the Supervisory Board, liquidator, employee of the Company or a member of bodies or employee of a company or a cooperative subsidiary of the Company, votes in accordance with the instructions provided by the shareholder.

e) lack of ability to participate and speak during the Meeting using electronic means of communication and lack of ability to exercise the right to vote by correspondence or using electronic means of communication.
The Company's Articles of Association do not provide for the possibility of participating, speaking during the Meeting or voting using electronic means of communication. The Regulations of the Meeting do not allow voting by correspondence.

In connection with the above, the Company does not plan to use at the Meeting forms allowing the exercise of voting rights by mail. Forms forms available on the Company's website at "http://debica.com.pl/relacje-inwestorskie/materialy_nwza_2018" and refer only to voting through proxies who will be present at the General Meeting.

f) Choosing the supervisory board by voting in separate groups
According to art. 385 ß 3 of the Commercial Companies Code, at the request of shareholders representing at least one fifth of the share capital, the election of the Supervisory Board may be made by the Assembly by voting in separate groups.

III. Registration day (pursuant to Article 402 (2) point 3 of the CCC)

The record day is the 9th of September 2018 (sixteen days before the date of the Meeting).

The right to participate in the Assembly (in accordance with article 402 (2) point 4 of the Commercial Companies Code)
Only persons who are shareholders of the Company on the day of registration of participation in the General Meeting are entitled to participate in the General Meeting, ie on 9 September 2018.

According to art. 406 (3) ß 6 and ß 7 of the CCC, the Company establishes a list of shareholders entitled to participate in the Meeting on the basis of a list prepared by the entity keeping the securities deposit (i.e. Krajowy Depozyt Papierůw Wartoúciowych SA in Warsaw), which list is drawn up on the basis of personal certificates on the right to participate in the Assembly. In connection with the above, a shareholder intending to exercise his right to participate in the General Meeting should also request, no sooner than after the announcement of the General Meeting and no later than September 10, 2018, issue such a personal certificate from the entity maintaining the securities account or request for persons those entitled to the Company's shares on omnibus accounts, issuing a personal certificate of entitlement to participate in the General Meeting prepared in Polish or English, from the omnibus account holder on which shares of the Company are registered.

On 20, 21, 24 September 2018, between 9:00 and 17:00 at the registered office of the Company at ul. 1 Maja 1, room 5, 39-200 DÍbica, a list of shareholders entitled to participate in the General Meeting will be available for inspection. A shareholder may request that the list of Shareholders be sent to him free of charge by e-mail, giving the address to which the list should be sent. This request may be submitted in electronic form by means of an e-mail address located on the Company's website at the address: "http://debica.com.pl/kontakt_nwza_2018". Shareholders or their proxies submitting such a request are obliged to enable their identification and confirm their authorization (in accordance with all the requirements described in item II d) above).

The right to participate in the Assembly (in accordance with article 402 (2) point 4 of the Commercial Companies Code) only persons who are shareholders of the Company on the day of registration of participation in the General Meeting are entitled to participate in the General Meeting, ie on 9 September 2018.

According to art. 406 (3) ß 6 and ß 7 of the CCC, the Company establishes a list of shareholders entitled to participate in the Meeting on the basis of a list prepared by the entity keeping the securities deposit (ie Krajowy Depozyt Papierůw Wartoúciowych SA in Warsaw), which list is drawn up on the basis of personal certificates on the right to participate in the Assembly. In connection with the above, a shareholder intending to exercise his right to participate in the General Meeting should also request, no sooner than after the announcement of the General Meeting and no later than September 10, 2018, issue such a personal certificate from the entity maintaining the securities account or request for persons those entitled to the Company's shares on omnibus accounts, issuing a personal certificate of entitlement to participate in the General Meeting prepared in Polish or English, from the omnibus account holder on which shares of the Company are registered.

Providing documentation (in accordance with Article 402 (2) point 5 of the CCC).
Persons entitled to participate in the General Meeting may obtain full documentation to be presented at the Meeting and draft resolutions at the registered office of the Company at ul. 1 Maja 1, room No. 5, 39-200 DÍbica or on the Company's website (www.debica.com.pl) at the address: "http://debica.com.pl/relacje-inwestorskie/materialy_nwza_2018".

Website address (in accordance with Article 402 (2) point 6 of the Commercial Companies Code).
The company will provide all information regarding the Meeting on the Company's website at the address: "http://debica.com.pl/relacje-inwestorskie/materialy_nwza_2018".

In case of any questions or doubts related to participation in the General Meeting, please contact the Company? using e-mail addresses on the Company's website at: "http://debica.com.pl/kontakt_nwza_2018". Shareholders or their proxies contacting the Company umoŅliwiś should enable their identification and confirm their authorization (in accordance with all the requirements described in point II d) above). The Company may take appropriate further actions to identify the person representing the shareholder (s) contacting the Company in this manner and to verify his / her right to perform the above-mentioned rights. The verification may consist, in particular, in a return question in the form of a telephone or e-mail to the shareholder and proxy in order to confirm the fact of granting the power of attorney. The company stipulates that the lack of response and cooperation of the shareholder or attorney during verification will be treated as a lack of verification and will be the basis for refusal by the Management Board to make an appropriate announcement. The Company stipulates that attempts to contact shareholders using electronic communication means in a different way than via the e-mail addresses specified above or without meeting the requirements set out above, will not be taken into account. At the same time, the Management Board of the Company informs that in matters not covered by this announcement, the provisions of the Commercial Companies Code, the Company's Statute and the Regulations of the General Meeting apply and therefore asks the Company's shareholders to familiarize themselves with the above regulations.

VII. Information on the total number of shares in the Company and the number of votes attached to these shares (402 (3) ß 1 point 2 of the Commercial Companies Code).

According to art. 402 (3) ß 1 point 2 of the Commercial Companies Code, the Company's Management Board informs that as at the announcement of the General Shareholders Meeting, the Company's share capital is divided into 13,802,750 shares (say: thirteen million, eight hundred two thousand seven hundred and fifty shares) with a nominal value of PLN 8.00 (eight zloty) each, entitling in total to 13 802 750 votes (in words: thirteen million eight hundred two thousand seven hundred and fifty votes) at the Meeting. All Company shares are bearer shares and are not subject to conversion into registered shares. Each share gives the right to one vote at the Meeting.

VIII. Organizational information.

Persons authorized to participate in the General Meeting will be able to register and receive a voting card on the day and place of the Meeting at 12: 00-13: 00.

The power of attorney to participate in the General Meeting and exercise the voting right must be granted in writing or in electronic form. Granting a power of attorney in electronic form does not require a secure electronic signature verified by means of a valid qualified certificate. The Company should be notified of the granting of an electronic power of attorney using the e-mail address provided on the Company's website (www.debica.com.pl) at: http://debica.com.pl/kontakt_nwza_2018, no later than September 24, 2018 up to 17:00 Polish time, enclosing the power of attorney document in PDF format (or any other format that does not allow the document to be edited, but allows its reading by the Company) signed by the shareholder or in the case of shareholders other than Physical - by persons authorized to represent the shareholder.

In order to identify the shareholder granting the power of attorney in electronic form, the following attachments in PDF format (or other format that does not allow editing the document, but allow its reading by the Company) should be attached to the notification:

- in the case of a shareholder granting a proxy who is a natural person - a scanned identity card, passport or other official document confirming the shareholder's identity;

- in the case of a shareholder granting a power of attorney other than a natural person - scan a copy of the relevant register or other document confirming the authorization of a natural person to represent the shareholder (excerpt from the register indicating persons authorized to represent the shareholder on the date of issuing proxies (a) and possibly uninterrupted string of powers).

In addition, the shareholder, sending a notification of granting a proxy in electronic form, simultaneously sends to the Company an email address and telephone number through which the Company will be able to communicate with the shareholder and his proxy. The company may take appropriate actions to further identify the shareholder and proxy. The verification may consist, in particular, in a return question in the form of a telephone or e-mail to the shareholder and proxy in order to confirm the fact of granting the power of attorney. The company stipulates that the lack of response and cooperation between the shareholder or the attorney during verification will be treated as the inability to verify the granting of the power of attorney and will be the basis for refusing to allow the proxy to participate in the General Meeting.

All correspondence in the above-mentioned matters and all documents should be provided in Polish or - in the case of documents in a foreign language - together with a sworn translation into Polish. Principles regarding the identification of the principal apply accordingly to the notification of the Company on the revocation of the power of attorney granted. The Company also stipulates that notices of granting or revoking power of attorney provided by shareholders using electronic communication means in a manner other than via the e-mail address indicated above or without meeting the requirements set out above, will not be taken into account.

Electronic transmission of the above documents does not exempt from the obligation to present by the proxy, when preparing the list of attendance of persons authorized to participate in the General Meeting, documents for its identification.

A model form for exercising the voting right by a proxy has been posted on the Company's website (www.debica.com.pl) at the address: "http://debica.com.pl/relacje-inwestorskie/materialy_nwza_2018".

The proxy is not obliged to vote using the abovementioned form. At the same time, the Management Board of the Company informs that if a shareholder grants a power of attorney along with instructions on how to vote, the Company will not verify whether the proxies exercise voting rights in accordance with the instructions they have received from the shareholders. In addition, the Company does not impose an obligation to grant power of attorney using electronic means of communication. The company stipulates that a shareholder using electronic means of communication bears the exclusive risk associated with the use of this form.

Notwithstanding the above, for the purpose of identifying a shareholder, the Management Board reserves the right to demand that each attorney present upon registration and preparation of the attendance list:

- in the case of a shareholder (or a shareholder granting a power of attorney) being a natural person - a copy certified as a true copy by a notary or other entity authorized to certify a copy of a personal ID, passport or other official document confirming the shareholder's identity;

- in the case of a shareholder (or a shareholder granting a power of attorney) other than a natural person - an original or a copy certified for compliance with a original by a notary or other entity authorized to certify a true copy of the relevant register or other document confirming the authorization of a natural person to represent a shareholder at the Meeting or when granting a power of attorney (ie a current copy from the register indicating persons authorized to represent the shareholder on the date of the General Meeting or a copy from the register indicating persons authorized to represent the shareholder on the date of issuing proxies (a) and possibly uninterrupted sequence of powers of attorney) .

In addition, in order to identify the attorneys who file for the Assembly, the Management Board of the Company reserves the right to demand from each of them when registering and preparing the attendance list:

- in the case of a proxy being a natural person - an identity card, passport or other official document confirming the identity of the proxy;- in the case of a proxy other than a natural person - an original or a copy confirmed as a true copy by a notary public or other entity authorized to certify a true copy of the relevant register or other document confirming the authorization of a natural person to represent a proxy at the Meeting ( this is a current copy from the register indicating the persons authorized to represent the proxy at the date of the General Meeting and possibly an uninterrupted sequence of powers of attorney). Documents in foreign languages should be translated into Polish by a certified translator.

Draft resolutions:
The Management Board presents draft resolutions below, which were presented by Altus Towarzystwo Funduszy Inwestycyjnych S.A. in the request to convene the Extraordinary General Meeting of the Company as well as draft resolution proposed by Goodyear Holdings S.ar.l as part of item 9 of the supplemented agenda.

To item 2 of the agenda:

"RESOLUTION No. 1

Of the Extraordinary General Meeting Tire Company DÍbica S.A. based in DÍbica of September 25, 2018 regarding the election of the Chairman of the Extraordinary General Meeting

ß1
Extraordinary General Meeting of Tire Company DÍbica S.A. ("Company") decides to elect Mr / Mrs as the Chairman of the Extraordinary General Meeting of the Company

[...].

ß2
The resolution comes into force upon its adoption. "

To agenda item 4:

"RESOLUTION No. 2

Of the Extraordinary General Meeting Tire Company DÍbica S.A. based in DÍbica of September 25, 2018 regarding the adoption of the agenda of the Extraordinary General Meeting

ß1
Extraordinary General Meeting of Tire Company DÍbica S.A. ("Company") decides to adopt the following agenda:

1. Opening of the Extraordinary General Meeting of the Company.
2. Election of the Chairman of the Extraordinary General Meeting of the Company.
3. Confirmation of the correctness of convening the Extraordinary General Meeting of the Company and its ability to adopt resolutions.
4. Adoption of the agenda of the Extraordinary General Meeting of the Company.
5. Possible election of the Secretary of the Extraordinary General Meeting of the Company.
6. Discussion and possible adoption of resolutions regarding:
- loans agreement between Goodyear S.A. with its registered seat in Colmar-Berg, Luxembourg;
- principles and model of commercial cooperation of the Company with the Goodyear Group entities, including Goodyear Tire and Rubber Company based in Akron, Ohio, USA, including discussion regarding: the framework sales agreement of 1 February 2018 and the framework resale agreement of February 1, 2018 concluded by the Company with Goodyear Dunlop Tires Operations SA based in Colmar-Berg, Luxembourg; Technical Assistance and License Agreements of August 14, 2014 concluded by the Company and Goodyear S.A. based in Colmar-Berg, Luxembourg; as well as the service agreement of 1 January 2006 concluded by the Company with Goodyear Dunlop Tires Operations S.A. based in Colmar-Berg, Luxembourg.
7.Discussion regarding current dividend policy of the Company and adopting a resolution regarding the terms of the new dividend policy of the Company for 2018-2020.
8.Discussion and adoption of a resolution regarding the authorization of the Management Board of the Company to purchase a maximum of 2,567.838 own shares of the Company representing 18.6% of the share capital of the Company, as well as the use of the Company's reserve capital.
9. Adoption of resolutions regarding the change of the Articles of Association and authorization of the Management Board to increase the Company's share capital as part of the authorized capital and authorize the Management Board to deprive the shareholders of the pre-emptive right in whole or in part with the consent of the Company's Supervisory Board.
10. Adoption of a resolution regarding the Company's costs of convening and holding the Extraordinary General Meeting of the Company.
11. Closing the debates of the Extraordinary General Meeting of the Company

ß2
The resolution comes into force upon its adoption."

To item 5 of the agenda:

"RESOLUTION NO. 3

Of the Extraordinary General Meeting Tire Company DÍbica S.A. based in DÍbica of September 25, 2018 regarding the election of the Secretary of the Extraordinary General Meeting

ß1
Extraordinary General Meeting of Tire Company DÍbica S.A. ("Company") decides to elect Mr / Mrs [...] as the Secretary of the Extraordinary General Meeting of the Company.

ß2
The resolution comes into force upon its adoption. "

To item 7 of the agenda:

"RESOLUTION No. 4

Of the Extraordinary General Meeting Tire Company DÍbica S.A. based in DÍbica As of September 25, 2018 on determining the terms of the new dividend policy of the Company for 2018-2020

ß1
Extraordinary General Meeting of Tire Company DÍbica S.A. ("Company") decides to determine the terms of the new dividend policy of the Company for 2018-2020, according to which the amount for 100% of the amount available for payment in accordance with art. 348 ß 1 of the Code of Commercial Companies (taking into account the possibility of adjusting this amount only due to the need to determine the value of the dividend per one share of the Company in the total amount of 100% of the zloty).

ß2
The resolution comes into force upon its adoption. "

To agenda item 8:

"RESOLUTION No. 5

Of the Extraordinary General Meeting Tire Company DÍbica S.A. based in DÍbica of September 25, 2018 regarding the authorization of the Management Board of Tire Company DÍbica S.A. based in DÍbica ("Company") to purchase the Company's own shares for redemption,and the use of the Company's reserve capital.

Bearing in mind that:

1) The Company has significant financial resources accumulated on the reserve capital, which at least in the amount of PLN 484,302,000.00 may be allocated for distribution among the Company's shareholders;

2) minority shareholders of the Company are limited to the possibility of participating in profits generated by the Company by aggregating their significant part in the reserve capital without a proper economic justification for such proceedings;

3) according to information disclosed to the public by the Company, 2,567.838 shares of the Company representing 18.6% of its share capital are held by entities unrelated to the dominant shareholder of the Company;

acting pursuant to art. 362 ß 1 point 5) in conjunction with from art. 359, art. 360 ß 1 and ß 2 point 2) and art. 396 ß 5 of the Code of Commercial Companies ("KSH") and ß 8 section 1 and 2 of the Company Statute, the Extraordinary General Meeting of the Company decides as follows:

ß1
The Management Board of the Company is authorized to purchase a maximum of 2,567.838 dematerialized ordinary bearer shares of the Company ("Own Shares") in order to redeem them (voluntary redemption).
Own Shares will be purchased at a unit price of PLN 170.00.
The total purchase price of the Own Shares by the Company will not exceed PLN 436,532.00 (four hundred thirty six million five hundred thirty two thousand four hundred sixty zlotys 00/100).
Acquisition of Own Shares by the Company will take place:
a) in a public call for subscribing to the sale of Own Shares;
or

b) as part of transactions concluded as a result of the Company's acceptance of offers for the sale of Own Shares submitted in response to a public invitation to submit offers for the sale of Own Shares to the publicly announced by the Company.
In the event that the Own Shares were to be acquired in the manner specified in paragraph 4 points
b) above, the Management Board of the Company is authorized to prepare an appropriate invitation to submit offers for the sale of Own Shares with the reservation that it is provided for in it the procedure should aim to ensure minority shareholders of the Company the possibility of effectively disposing of as many Own Shares as possible.

The procedure of acquiring Own Shares may stipulate that the securities in question will be purchased directly by the Company or through an investment company selected by the Management Board of the Company.
This authorization to purchase Own Shares is granted until December 31, 2018.
The Management Board of the Company is authorized to take any legal and factual actions necessary to acquire Own Shares by the Company on the terms specified in this resolution.

ß2
The acquisition of Own Shares referred to in ß 1 above shall be financed exclusively from amounts accumulated in the Company's reserve capital, derived from the profit generated by the Company in previous years, and which, pursuant to art. 348 ß 1 of the Commercial Companies Code may be allocated for distribution among the Company's shareholders.
In connection with the provisions of 1 above, decides to use for the purchase of Own Shares, referred to in ß 1 above, a maximum amount of PLN 436,532.460 (four hundred thirty six million five hundred thirty two thousand four hundred sixty zlotys 00/100), accumulated on reserve capital Company.

ß3
The resolution comes into effect when it is taken. "

The draft resolution proposed by Goodyear Holdings S.ar.l as part of item 9 of the supplemented agenda is presented below. The content of the amendment to the Company's Articles of Association proposed by the shareholder Goodyear Holdings S.ar.l is contained in paragraph 1 of the draft resolution.

" RESOLUTION No. 6

Of the Extraordinary Shareholders Meeting of Tire Company Debica S.A. (hereinafter: Ąthe CompanyĒ) regarding amendments in Articles of Association and authorizing the management board to increase the Company's share capital as part of the authorized capital and authorize the Management Board to deprive the shareholders of the pre-emptive right in whole or in part with the consent of the Supervisory Board.

Pursuant to Art. 430.1, Art. 444, Art. 445 and Art. 447 of the Commercial Companies Code and Par. 26.1.4) of the Company's Articles of Association, it is hereby resolved as follows:

ß1

The Company's Articles of Association shall be amended in such a way that after the existing ß 6, ß 6a shall be added, which reads as follows:

Ąß 6a

The Management Board of the Company is entitled to increase the share capital by not more than PLN 82,816,500 (eighty-two million, eight hundred and sixteen thousand, five hundred zlotys) by way of one or several increases of the share capital within the limits specified above, through the issue of bearer shares ("authorized capital").
The authorization referred to in section 1 shall expire 3 years after the date of registration in the Register of Entrepreneurs of the National Court Register of the amendment to the Company's Articles of Association providing for this target capital.
In order for the Company's Management Board to increase the share capital within the limits of the authorized and unissued capital, it is necessary to obtain the consent of the Company's Supervisory Board for such an increase and for the Management Board to adopt a relevant resolution.
The Management Board of the Company is hereby authorized to determine the detailed conditions and manner of subscription of shares issued in connection with the increase of the share capital within the limits of the authorized capital, and in the event of a decision to issue shares as part of a closed or open subscription, in particular to:
- setting the dates for opening and closing the subscription of shares,

- determine the manner and conditions of placing subscription orders,

- allotment of shares, including the allotment of shares not taken up due to the exercise of pre-emptive rights.

The resolution of the Management Board of the Company on determining the issue price of shares issued within the limits of the authorized capital requires the consent of the Company's Supervisory Board.

The Management Board of the Company is authorized, with the consent of the Company's Supervisory Board, to deprive shareholders of their pre-emptive rights (in whole or in part) to shares issued as part of the share capital increase within the limits of the authorized and unissued capital.
In the event that the Company's Management Board, with the consent of the Supervisory Board, deprives the shareholders of their pre-emptive rights (in whole or in part) to the shares issued as part of the share capital increase within the limits of the authorized capital, the Company's Management Board shall offer the issued shares by way of private subscription within the meaning of Article 431 ß 2 point 1 of the Commercial Companies Code (the "Entitled Shareholders") being the Company's authorized shareholders ("Entitled Shareholders") who are shareholders of the Company. 431 ß 2 point 1 of the Commercial Companies Code to eligible shareholders ("Eligible Shareholders") who are the Company's shareholders entitled to participate in the last General Meeting of the Company before the Company's Management Board adopts a resolution on depriving shareholders of the pre-emptive rights (in whole or in part) of the shares issued under the share capital increase within the limits of the authorized capital ("Pre-emptive Right Date"). The Eligible Shareholders shall have the pre-emptive right to subscribe for the shares issued under the share capital increase within the limits of the authorized capital, in a number corresponding to the product of the ratio of the number of the Company's shares held by the Eligible Shareholder on the Pre-emptive Right Date to the number of all existing shares of the Company on the Pre-emptive Right Date.
When increasing the share capital within the limits of the authorized capital, the Company's Management Board may issue shares only in exchange for cash contributions..
The Company's Management Board may not issue shares to shareholders subscribing for shares in connection with the increase of the share capital within the framework of the authorized and unissued preference shares, nor may it grant them personal privileges.
Unless the provisions of law or this paragraph provide otherwise, the Management Board of the Company is authorized to decide on all matters related to the share capital increase within the limits of the authorized and unissued capital, in particular the Management Board of the Company is authorized to :
1) take all factual and legal actions aimed at admitting the shares to trading on the regulated market operated by the Warsaw Stock Exchange S.A., including appropriate actions and submission of any applications, documents or notifications in order to admit the shares to trading on the regulated market operated by the Warsaw Stock Exchange S.A.

2) adoption of resolutions and any other factual and legal actions regarding dematerialization of shares and conclusion of agreements with the National Depository for Securities S.A. to registration and dematerialization of shares.Ē

ß2
Adoption of the proposed resolution on amending the Company's Articles of Association and authorizing the Company's Management Board to increase the Company's share capital within the limits of the authorized and unissued capital is aimed at enabling quick and flexible financing of the Company in the event of such a need. The introduction of a flexible mechanism enabling the Management Board to increase the Company's share capital within the limits of the authorized and unissued capital will make it possible to adjust the size and timing of the issue to market conditions and current capital needs of the Company.

2. Authorization to increase the share capital within the limits of the authorized and unissued capital will allow the Company's Management Board for:

1) significant shortening and simplification of the process of raising funds as part of the capital increase, due to the lack of the necessity to convene and hold a General Meeting in order to increase the share capital,
2) reduction of the costs of the share capital increase,
3) the possibility of offering new issue shares at the most convenient time compared to the following the ordinary share capital increase procedure, and
4) limiting the risk of adverse changes in the capital market situation as a result of the shortening of the capital increase process.

ß3
The Extraordinary General Meeting, having familiarized itself with the justification for the introduction of the authorized capital presented in ß 2 and the opinion of the Company's Management Board regarding the legitimacy of increasing the share capital within the authorized capital, the manner of determining the issue price of shares, as well as the admissibility of depriving shareholders, in whole or in part, of the pre-emptive right of [?], approves the position of the Management Board and accepts it as a justification for this resolution, as required by the provisions of the Commercial Companies Code.

ß4
Pursuant to Art. 430.5 of the Commercial Companies Code, the Supervisory Board is authorized to determine the consolidated text of the amended Company's Articles of Association.

ß5
The resolution shall come into force on the date of its adoption, with effect from the date of entry of the amendment to the Company's Articles of Association in the Register of Entrepreneurs of the National Court Register, pursuant to Article 430 ß 1 of the Commercial Companies Code.

To item 10 of the agenda:

"RESOLUTION No. 7

Of the Extraordinary General Meeting Tire Company DÍbica S.A. based in DÍbica of September 25, 2018 regarding the Company's costs of convening and holding the Extraordinary General Meeting
Assembly of the Company

ß1
Based on Article. 400 ß 4 of the Code of Commercial Companies, the Extraordinary General Meeting of the Company decides that the costs of convening and holding this General Meeting shall be borne entirely by the Company.

ß2
The resolution comes into force upon its adoption. "