Governing bodies of the ENEA Group

The above document defines the creation, organization and operation of companies owned by the Group. One of the key assumptions of the corporate governance in the Group, reflected in the provisions of agreements and articles of association of companies, is the assumption that the purpose of the company is to carry out activities to pursue the ENEA Group’s mission and strategy, which determine the interests of the ENEA Group.

The activity of the ENEA Group is managed by the Management Board of ENEA S.A., i.e. the parent company. The highest supervisory body in the company is the ENEA S.A. Supervisory Board.

The internal relations established in ENEA S.A, including the company’s organizational structure and the allocation of tasks, responsibilities and powers, are formally stipulated in the Organizational Rules and Regulations and the Rules and Regulations of Organizational Units of ENEA S.A.

The composition of the Management Board and Supervisory Board of ENEA S.A. is valid as at the date of publication of this report, i.e. 25 May 2022. More information on the changes to their composition in 2021 and from 1 January to 23 March 2022 is provided on page 65 of the Management Board Report on the Activity of ENEA S.A. and the ENEA Group in 2021.Moreover, changes in the composition of the Management Board occurred after the report was published. As of 10 April, President Paweł Szczeszek tendered his resignation and his duties were assumed by Vice-President of the Management Board for Financial Matters Rafał Marek Mucha. On 25 April, Paweł Majewski was appointed President.

In accordance with the provisions of the Rules and Regulations of the Supervisory Board, the following standing committees operate within the Supervisory Board:

• the Audit Committee,

• the Nominations and Remuneration Committee,

• the Strategy and Investment Committee.

The Committee is composed of at least three members appointed and dismissed by the Supervisory Board from among its members for the period equal to its term of office. The committee members elect from among their number a chairman who directs and supervises its work, in particular the organization and conduct of its meetings.

The appointment of ENEA S.A.’s governing bodies and key managers is each time conducted pursuant to the generally applicable provisions of law and preceded by a thorough analysis of the experience, competence and skills of each candidate, without regard for other non-substantive criteria, such as, in particular, sex or age.

ENEA Group Committees are standing, internal teams of the Group, which support the Management Board of ENEA S.A. in making decisions in accordance with the powers given to them in rules and regulations. The powers of the committees include making decisions or recommending decision to the Management Board of ENEA S.A. There are five committees functioning in the Group:

1. the Investment Committee,
2. the Risk Committee,
3. the Finance and IT Committee,
4. the Commerce and Promotion Committee,
5. the Risk Committee.

According to Resolution adopted by the ENEA S.A. Management Board on 16 November 2021, the ENEA Group Compliance Committee was liquidated effective as of 31 December 2021.

A management division is a formal communication channel between each department of ENEA S.A. and corresponding units in the subsidiaries. Through a division, a department at ENEA S.A. oversees and manages a specific area of the Group based on the formalized standards of cooperation with the specified units.

There are five management divisions operating in the ENEA Group:

1. Communication Management Division (managed by the Group PR and Communication Department),
2. Safety Management Division (managed by the Group Safety Department),
3. Compliance and Legal Support Management Division (managed by the Group Legal and Organizational Management Department),
4. Procurement Management Division (managed by the Group Administrative Supervision Department),
5. HR Management Division (managed by the Group Human Resources Management Department).