Governance structure

The powers and responsibilities of the General Meeting cover a range of matters as set out in the Articles of Association of Grupa LOTOS. All matters are first presented for consideration by the Supervisory Board. The Rules of Procedure for Grupa LOTOS S.A. General Meetings specify the procedures for convening and cancelling General Meetings, the proceedings of the Meetings, holding elections to the Supervisory Board, as well as the rules of attendance and voting at General Meetings.

The Supervisory Board exercises ongoing supervision of the Company’s business, across all areas of its operations. It has the power to delegate its members to perform specific functions and to establish standing or ad hoc committees as collective bodies operating within the Supervisory Board responsible for providing advice and forming opinions. Its duties are discharged by presenting to the Supervisory Board proposals, recommendations, opinions and reports, based on the Rules of Procedure for the Supervisory Board and the rules of procedure for its committees. Grupa LOTOS has three standing committees: The Audit Committee, Strategy and Development Committee, and Organisation and Management Committee.

In accordance with the applicable laws, the Supervisory Board selects an auditor and recommends it to the key companies of the Group to audit their financial statements.

The Management Board represents Grupa LOTOS S.A. before third parties and manages all its corporate affairs. Individual members of the Management Board perform duties in line with the division of powers and responsibilities resulting from their operational functions within the Company. Each member of the Management Board is also authorised to represent the Company in all judicial and non-judicial business relating to the Company's operations, excluding matters reserved for the General Meeting or Supervisory Board under the Commercial Companies Code or the Company's Articles of Association, as well as matters falling outside the scope of ordinary management of the business where they require the Management Board’s prior resolution and matters within the powers of another member of the Management Board.