ESRS
[GOV-1] The role of the administrative, management and supervisory bodies

The highest governing body within the PGE Capital Group is the Management Board of PGE S.A. Throughout this Sustainability Statement, any reference to the ‘Management Board’ refers specifically to the Management Board of PGE S.A. In this regard, the PGE Group ensures that the information presented in the Sustainability Statement is consistent and aligned with that disclosed in the PGE Capital Group’s Financial Statements.

The powers and responsibilities of the various governing bodies are defined in the Company’s Articles of Association, which are determined by the General Meeting of PGE S.A.

Detailed information on the composition, allocation of responsibilities, functions, and biographical information of the members of the governing bodies can be found in the Management Board’s Report on the activities of PGE Polska Grupa Energetyczna S.A. and the PGE Capital Group for 2024 (section 7.5). Data on the diversity of Management Board members, the number of executive and non-executive members, the proportion of independent members of the Supervisory Board, and the role of the Management Board in the context of sustainability are also provided in section 7.5 of the Management Board’s Report on the activities.

The roles of the governing bodies are set out in the Company’s Articles of Association, the Rules of Procedure of the Management Board of PGE, and the Management Board resolution on the division of oversight areas and responsibilities among its members. In the case of the Supervisory Board and its Committees, these roles are defined in the Articles of Association of PGE S.A. and the Rules of Procedure of the Supervisory Board. These documents are available on the corporate website of PGE S.A. A detailed description of the competencies of the individual Supervisory Board Committees is also provided in section 7.5.2 of the Management Board’s Report on the Activities of PGE Polska Grupa Energetyczna S.A. and the PGE Capital Group for 2024.

Information on skills and expertise for overseeing sustainability matters, including business conduct

Given the objectives and responsibilities of the Corporate Centre – PGE S.A., as well as the obligations of the management arising from the management services agreements, including the duty to act with the utmost diligence, Members of the Management Board take part in conferences, seminars and business-related meetings relevant to the Company’s operations. They also participate in individual training sessions.

During internal meetings focused on selected ESG topics, Management Board Members have the opportunity to gain knowledge on sustainability-related matters, including aspects of responsible business conduct. In addition, collaboration with external advisers provides ongoing support and access to ESG-related expertise.

In 2024, no structured sustainability training was conducted for Members of the Supervisory Board or the Management Board of PGE S.A. However, such training has been scheduled for implementation in 2025.

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