• 287/XII/2024 on dismissal of Wojciech Dąbrowski, President of the Management Board, from the Management Board,
• 288/XII/2024 on dismissal of Wanda Buk – Vice-President of the Management Board for Regulations,
• 289/XII/2024 on dismissal of Rafał Włodarski – Vice-President of the Management Board for Support and Development.

• 290/XII/2024 Eryk Kosiński to temporarily perform the duties of the Member of the Management Board of the Company for the 3-month period and to entrust him the duties of the President of the Management Board of the Company,
• 291/XII/2024 Małgorzata Banasik to temporarily perform the duties of the Member of the Management Board of the Company for the 3-month period.

On February 28, 2024 the Supervisory Board of the Company has adopted a resolution No. 304/XII/2024 on dismissal of Lechosław Rojewski, Vice-President of the Management Board for Finance.

• 312/XII/2024 on appointing Dariusz Marzec to the Management Board of PGE S.A., entrusting him the position of President of the Management Board as from March 18, 2024,
• 313/XII/2024 on appointing Marcin Laskowski to the Management Board of PGE S.A., entrusting him the position of Vice-President of the Management Board for Regulations as from March 18, 2024.

• 314/XII/2024 terminate as of March 17, 2024 delegation of Eryk Kosiński, Supervisory Board Member, to temporarily perform the duties of the Member of the Management Board of PGE acting as the President of the Management Board of PGE,
• 315/XII/2024 terminate as of March 8, 2024 delegation of Małgorzata Banasik, Supervisory Board Member, to temporarily perform the duties of the Member of the Management Board of PGE.

• 326/XII/2024 on March 21, 2024 on appointing Robert Kowalski to the Management Board of PGE S.A., entrusting him the position of Vice-President of the Management Board for Support and Development as from May 15, 2024.
• 336/XII/2024 on April 4, 2024 on appointing Renata Czech to the Management Board of PGE S.A., entrusting her the position of Vice-President of the Management Board for Finance as from April 15, 2024.

Also on April 4, 2024 the Supervisory Board adopted the resolution No. 343/XII/2024 on dismissal of Przemysław Kołodziejak, Vice-President of the Management Board for Operations.

On April 5, 2024 the Supervisory Board received a statement of Renata Czech, appointed as the Vice-President of the Management Board for Finance, on resignation from this position due to personal reasons.

• 368/XII/2024 on May 20, 2024 on appointing Maciej Górski to the Management Board of PGE S.A., entrusting him the position of Vice-President of the Management Board for Operations as from June 24, 2024.
• 378/XII/2024 on June 24, 2024 on appointing Przemysław Jastrzębski to the Management Board of PGE S.A., entrusting him the position of Vice-President of the Management Board for Finance as from July 15, 2024.

Wojciech Dąbrowski was appointed to the Management Board of PGE of the 11th term on February 20, 2020 and served as President of the Management Board until February 7, 2024. He graduated from the Faculty of Law and Administration at the University of Warsaw. He later completed postgraduate studies at the Warsaw University of Technology, in the Faculty of Power and Aeronautical Engineering, in the area of steam exploitation, gas and steam-gas power plants, combined heat and power plants. Moreover, he is a graduate of the Leon Kozminski Academy and the University of Warsaw, in Management in Public Administration.

Mr Dąbrowski has been working as a manager in the energy sector for more than ten years. From November 2017 to February 2020, he was the President of the Management Board of the PGE EC, where he completed the process of Polish heat industry assets integration, acquired by PGE from the French company EDF. From January 2016 to November 2017, he was President of the Management Board of the PGNiG Termika S.A., where he completed the process of acquisition in PEC Jastrzębie and SEJ Jastrzębie, strengthening the market position of PGNiG Termika. Between 2011 and 2016, he was Vice-President of the Municipal Heat Energy Company in Wołomin Ltd.

Wanda Buk was appointed to the Management Board of the 11th term of office as from September 1, 2020 and served as Vice-President of the Management Board for Regulations until February 7, 2024. She is an attorney, she graduated from the Faculty of Law and Administration at the University of Łódź, as well as the Faculty of French Business Law at the Université de Poitiers in France. She also graduated International Military Relations at the War Studies Academy, European Academy of Diplomacy, postgraduate studies at the Warsaw School of Economics and the prestigious Leadership Academy for Poland programme organised by the Center for Leadership in cooperation with Harvard University.

Wanda Buk has held position of the Undersecretary of State at the Ministry of Digital Affairs since July 2018. At the same time she has been a member of the Committee for European Union, the Standing Committee of the Council of Ministers and the Joint Central Government and Local Government Committee. From January 2016, Wanda Buk was the director of the Digital Poland Project Centre. She managed the institution responsible for implementation of European funds earmarked for the digitisation of the country. She was responsible for the implementation of EU-funded projects with a total value of PLN 10 billion, including: building IT and telecommunications infrastructure providing access to fast broadband, development of electronic services. She also worked in a number of law firms, where she implemented infrastructure projects, including ones financed from public funds. She also advised entities operating on the regulated market.

Przemysław Kołodziejak was appointed to the Management Board of the 11th term of office as from May 1, 2023 and served as Vice-President of the Management Board for Operations until April 4, 2024. A graduate of the Faculty of Electrical Engineering at the Lublin University of Technology and postgraduate studies in management and finance in the energy sector at the Warsaw School of Economics. He holds a doctoral degree in technical sciences in the discipline of environmental engineering, mining and power sector, obtained at the Wrocław University of Science and Technology. He is co-author of the patent “Liquefied natural gas storage system with energy recovery facility”.

From 1997 to 2018, he held position of Director of Technical Affairs at Przedsiębiorstwo Energetyczne (Energy enterprise) in Siedlce. Previously, he was a member of the management board of company Energia Siedlce. From March 2018 he was the Vice-President of the Management Board of PGE Energia Ciepła S.A. responsible for the generation.

He was an associate of the Institute of Heat Engineering at the Faculty of Mechanical, Power and Aeronautical Engineering of the Warsaw University of Technology and the Institute of Applied Research at the Warsaw University of Technology, as well as a lecturer at postgraduate studies. Founding member of the Association of Independent Cogeneration Producers, later a member of the Board and its President. He is the Chairman of the Council of the Polish District Heating Industry Chamber of Commerce. He has also served in numerous industry organisations and conference programme boards, was an expert of the Polish District Heating Industry Chamber of Commerce and a member of the Council of its South-Eastern Branch.

Lechosław Rojewski was appointed to the Management Board of PGE S.A. of the 11th term of office on June 9, 2021 and served as Vice-President of the Management Board for Finance until February 28, 2024. Mr. Lechosław Rojewski is a graduate of Gdynia Maritime University, AGH University of Science and Technology in Kraków and doctoral studies at the Institute of Economics at the Polish Academy of Sciences in Warsaw. He completed numerous training and courses in accounting, taxes, controlling, IAS, IFRS and finances. Entitled to provide services consisting in maintenance of accounting ledgers. He was a participant of Controlling and Management Accounting Academy. Certified European Fund advisor. Worked as an assistant professor in Kotarbiński University of Information Technology and Management in Olsztyn. He collaborated with WSB University (Wyższa Szkoła Bankowa) in Gdańsk and Gdynia as well as with the University of Business and Administration in Gdynia.

In the years 2019-2021 he was the Vice-President of the Management Board for finance at Węglokoks S.A. From 2016 to 2019, he was associated with Port Gdański Eksploatacja S.A., where he first served as the Vice-President of the Management Board for finance and then the President of the Management Board. Moreover, he gained experience while working in production, service and commercial companies and on the positions of an expert, coordinator and moderator of EU projects concerning the implementation of strategic planning in a company and the introduction of innovative technical and organisational solutions. He has broad experience in restructuring of companies, optimisation of financial and accounting processes, planning and budgeting, management of financial flows and mitigation of foreign exchange risk. He also implemented integrated IT systems (ERPs).

Rafał Włodarski was appointed to the Management Board of PGE of the 11th term as of January 9, 2023 and served as Vice-President of the Management Board for Support and Development until February 7, 2024. A graduate of the Faculty of Law and Administration of the University of Warsaw. In 2013, after completing his legal counsel training conducted by the Warsaw Bar Association, he was admitted to the bar.

Until January 2023 Mr Rafał Włodarski served as Deputy Director of the Supervision Department I at the Ministry of State Assets, and prior to joining the Ministry of State Assets he worked with leading law firms in Poland, where as a member of the Energy & Natural Resources, Corporate/M&A and Banking&Finance practices he participated in a number of key transactions in the Polish market, with an aggregate value in excess of PLN 10 billion. Moreover, between September 2020 and January 2023 he was the Supervisory Board member of ENEA S.A.

Artur Składanek holds Master Engineer degree obtained from Institute of Chemistry at the Warsaw University of Technology in 1983. During years 1983 – 1985 he was taking individual studies at the Faculty of Power and Aeronautical Engineering at the Warsaw University of Technology.

During years from 1994 to 2007 Artur Składanek was running  his own business activity – AWI – Przedsiębiorstwo Wielobranżowe. From June 2007 Artur Składanek started to work in Finpol Rohr sp. z o.o. as a Production Specialist and from January 2008 has held a position of Director of Production. Since January 2018 a chief specialist for business development in Radpol S.A. and since 2020 he heads the research and development department at Radpol S.A.

In accordance with the submitted statement, Artur Składanek met the independence criteria of a supervisory board member, determined in Best Practices. He served on the Supervisory Board of PGE S.A. until January 31, 2024.

Radosław Winiarski graduated from Faculty of Management at the University of Warsaw. Since 2001 he has been working as a researcher at the above faculty in the Department of Economy’s Financial Systems, within the Unit of Banking and Financial Markets.  In 2007 he earned PhD in Economics, at his alma mater – in the field on management.

In years 2007-2016 he was employed in the Ministry of State Treasury an in years 2016-2019 employed at the Ministry of Energy. Mr Radosław Winiarski used to be a member of supervisory boards of inter alia ENEA S.A., H. Cegielski S.A. and Polfa Tarchomin S.A. Since September 2017 Mr. Radosław Winiarski has been a member of supervisory board of Lotos Upstream sp. z  o.o. Since 2019, he has been associated with the Ministry of State Assets, where he is the head of the Department in the Department of Analysis and Reporting.

He served on the Supervisory Board of PGE S.A. until January 31, 2024.

Janina Goss is a graduate of Law Faculty at the University of Łódź. A legal counsel.

In years 1968-1990 she worked in the Management Board of Społem, including 20 years as a legal counsel. In years 1990-2003 Member of the Local Government Appeal Council in Łódź, in years 1991-2003 she was employed as legal counsel in Provincial Inspectorate of Environmental Protection in Łódź. In years 2006-2009 she was a Supervisory Board member in TVP S.A., including approx. 2 years at the position of the Chairman of the Supervisory Board. In years 2009-2010 she was a Supervisory Board member in Polskie Radio S.A. Since 2012 Janina Goss has held a position of Management Board member in Srebrna Sp. z o.o.

In period from June 23, 2016 till January 10, 2023 she was a member of the Supervisory Board in Bank Ochrony Środowiska S.A. From January 11, 2023 till December 15, 2023, she was a member of the Supervisory Board of PKN ORLEN S.A.

In accordance with the submitted statement, Janina Goss met the independence criteria of a supervisory board member, determined in Best Practices. She served on the Supervisory Board of PGE S.A. until January 31, 2024.

Tomasz Hapunowicz graduated from Faculty of Humanities at Podlasie University in Siedlce and Post graduate studies of local government and local development at the University of Warsaw.

In years 2010-2021 he hold position of Zbuczyn Commune head. Since November 2016, he has been a member of the Supervisory Board of  Torpol S.A. Previously, he was a manager of cultural institute and was a specialist in external funds.

In accordance with the submitted statement, Tomasz Hapunowicz met the independence criteria of a supervisory board member, determined in Best Practices. He served on the Supervisory Board of PGE S.A. until January 31, 2024.

Mieczysław Sawaryn is a graduate of history and a graduate of law studies, having finished legal practice in Bar Association of Szczecin.

Mieczysław Sawaryn in years 1996-1998 was a Member of the Supervisory Board of a heating company Przedsiębiorstwo Energetyki Cieplnej sp. z .o.o in Gryfino. In years 1998-2014 Mieczysław Sawaryn was a Councillor of the Gryfino Town Council, in years 2006-20014 being the President of the Council. In years 1998-1999 he was Management Board Member of Gryfino Commune. In years 2011-2014 and 1999-2007 he run his own Legal Office in Gryfino. In years 2002-2004 he was a Member of the Regional Bar Council in Szczecin at the Bar Association of Szczecin. In years 2006-2007 Mieczysław Sawaryn served as a Board Member of ZEDO S.A. in Nowe Czarnowo. In years 2006-2011 Mieczysław Sawaryn  was employed in ZEDO S.A., at first as the CEO and then as the Director of Human Resources and Law, being responsible for consolidation of ZEDO S.A. within PGE Capital Group. Member of the Supervisory Board of Regional Hospital in Gryfino in years 2012-2014. Since 2014 he has been the Mayor of Town and Community Gryfino.

In accordance with the submitted statement, Mieczysław Sawaryn met the independence criteria of a supervisory board member, determined in Best Practices. He served on the Supervisory Board of PGE S.A. until January 31, 2024.

As at the date of signing of the report, the composition of the Audit Committee was as follows:

• Andrzej Rzońca – Chairman,
• Michał Domagała – Member,
• Anna Kowalik – Member,
• Elżbieta Niebisz – Member.

The Audit Committee operates on the basis of the Regulations of the Audit Committee of the Supervisory Board of PGE S.A., which meets the requirements of the Act of May 11, 2017 on Statutory Auditors, Audit Firms and Public Supervision (the Act on Statutory Auditors).

The Company also has the following documents adopted by the Audit Committee:

• Policy and Procedure for the Selection of the Audit Firm to Conduct the Audit (Auditor Selection Policy),
• Policy on the provision of permitted non-audit services by the audit firm, by affiliates of the audit firm and by a member of the audit firm’s network (Service Provision Policy).

All members of the Audit Committee of the Supervisory Board of the 12th term of office have submitted a declaration for the record that they meet the requirements set out in the Act on Statutory Auditors regarding the Audit Committee.

In 2024 the Supervisory Board Audit Committee had the following members:

• meeting statutory independence criteria: Michał Domagała, Elżbieta Niebisz, Andrzej Rzońca,
• having knowledge and skills in accounting or auditing financial statements due to their education and experience: Andrzej Rzońca,
• having knowledge and skills in the industry in which the company operates due to their education and professional experience: Michał Domagała, Anna Kowalik, Elżbieta Niebisz and Andrzej Rzońca.

Curricula vitae of the Members of the Audit Committee of the Supervisory Board containing details of their education and professional experience, confirming that they possess the requirements indicated above, are available above and on the PGE S.A. website.

The main task of the Audit Committee is assessment of the correctness and effectiveness of internal control at PGE S.A. and PGE Group and cooperation with the statutory auditors of the Company. The Audit Committee’s tasks include in particular defining the rules for selecting an audit firm to audit the Company’s financial statements and monitoring the Company’s financial reporting.

The Audit Committee at PGE S.A. held 7 minuted meetings in 2024. At its meetings, the Audit Committee analysed, among other things, reports for 2023 i.e. the Company’s separate financial statements, the consolidated financial statements of the PGE Capital Group, and the Management Board’s report on the activities of the Company and the PGE Capital Group. The Audit Committee held also regular meetings with the representatives of the auditors – the company PKF Consult sp. z o.o. sp. k. in the scope of year 2023 and 2024 results.

Furthermore, the Audit Committee analysed the Company’s separate financial statements for the first half of 2024, as well as the consolidated financial statements of the PGE Capital Group for the same period.

In 2024 the Audit Committee approved the compliance programme of PGE Group for the year 2024.

The Audit Committee issued its positive opinion on the audit plan of the PGE Capital Group for the year 2024.

The Audit Committee also analysed:

• the results of audits carried out at the Company and PGE Group,
• reports on services provided by the Auditor of PGE S.A. and entities related to the Auditor to PGE Group companies for 2023 and 2024,
• information on the adoption of a recommendation to the Supervisory Board on the evaluation of transactions entered into by PGE S.A. and its subsidiaries with related parties on an arm’s length basis in the ordinary course of business.

Selection of the audit firm to carry out the audit

Pursuant to the Auditor Selection Policy, the selection of the auditing firm to audit the financial statements of the Company and the consolidated financial statements of PGE Group is made in compliance with the mandatory provisions of law and internal regulations, in particular:

• Act on Statutory Auditors, Audit Firms and Public Supervision, in particular art. 130 sec. 3 point 2 of this Act,
• Public Procurement Law (i.e.: Polish Journal of Laws of 2023, item 1605 as amended),
• PGE Group’s General Procurement Procedure,
• PGE S.A. Procurement Procedures,
• Auditor Selection Policy,
• Guidelines for the selection and co-operation with the audit firm auditing the annual financial statements of the State-owned Company of September 2017.

The first audit engagement will be with an audit firm for a period of not less than 2 years, renewable for successive periods of at least 2 years. The maximum duration of uninterrupted audit engagements with the same audit firm or an audit firm affiliated with that audit firm or any Member of a network operating in countries of the European Union to which those audit firms belong will not exceed 10 years, with the proviso that the key Auditor may not audit for more than 5 years and that the key Auditor may re-perform an audit after a period of at least 3 years has elapsed since the completion of the last audit.

The auditor auditing the non-consolidated financial statements of PGE S.A. and the consolidated financial statements of PGE Group for 2022-2024 is PKF Consult sp. z o.o. sp.k. (PKF Consult).  PKF Consult was selected in a procurement procedure in the form of negotiations with an announcement.

In accordance with the Auditor Selection Policy, the following criteria and conditions of participation were taken into account in the tender process:

• price for carrying out the audit and permitted additional services,
• knowledge of the energy industry and the specifics of state-owned companies;
• experience in auditing public entities;
• composition and experience of the audit team;
• size and organisational capacity to carry out the audit of PGE Group.

The criteria for selecting the audit firm and the method of evaluation of the bids were determined by the Supervisory Board, on the recommendation of the Audit Committee. The selection of the audit firm to carry out the audit of the financial statements is made by the Supervisory Board, following a recommendation by the Audit Committee. The selection of PKF Consult by the Supervisory Board was in line with the recommendation of the Audit Committee.

On September 3, 2024, following a procurement procedure conducted in accordance with the principles described above, the Supervisory Board selected KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp. k. to audit the separate financial statements of PGE S.A. and the consolidated financial statements of the PGE Group for the years 2025–2027.

In accordance with the Service Provision Policy a statutory auditor or audit firm conducting a statutory audit at PGE S.A. or any of its network members may not provide any prohibited non-audit services directly or indirectly to PGE S.A. and PGE Group companies.

The aforesaid prohibited non-audit services include:

• services indicated in Regulation (EU) No 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (“Regulation no. 537/2014”) (in art. 5 section 1 of the Regulation no. 537/2014),
• other non-financial revision services.

The provision of these services by an audit firm performing a statutory audit of PGE S.A. and by members of the network for PGE S.A. and PGE Group companies is possible only in as far as this is not linked to tax policy after the Audit Committee at PGE S.A.’s Supervisory Board carries out an assessment of independence threats and precautions as referred to in the Act on statutory auditors. According to the table provided, in all but the last item, the Audit Committee has carried out an assessment of the threats and safeguards to independence referred to in the Act on Statutory Auditors. In the case of the open training sessions, thematic conferences, industry meetings and other events, the assessment of threats and safeguards for independence is carried out by the Audit Committee of PGE S.A. only if, in a given financial year, the value of these services, provided jointly by PGE S.A. and the PGE Group Companies to a statutory auditor or audit firm carrying out statutory audits of PGE S.A. or a member of the network to which the statutory auditor or audit firm belongs, reaches the limit of PLN 100 thousand set in the Policy. The costs of the services in question in 2024 were less than PLN 100 thousand.

The Services Provision Policy also specifies how a PGE Group company may request the Audit Committee of PGE S.A. to carry out the aforementioned assessment. The Audit Committee will take a written position within 14 calendar days of receiving a request to perform the assessment.

At the date of signing of the report, the composition of the Corporate Governance Committee was as follows:

• Sławomir Patyra – Chairman,
• Anna Kowalik – Member,
• Andrzej Kozyra – Member.

The tasks of the Corporate Governance Committee include, in particular, evaluating the implementation of corporate governance principles in the Company and evaluating the manner in which the Company fulfils its disclosure obligations with respect to the application of corporate governance principles and submitting recommendations or initiatives for changes in this area to the Supervisory Board, providing opinions on internal acts and other documents of the Company submitted to the Supervisory Board which have a significant impact on corporate governance, as well as initiating and developing proposals for amendments to the Company’s internal acts concerning corporate governance and submitting them to the Supervisory Board.

There were 2 meetings of the Corporate Governance Committee in 2024.

At the date of signing of the report, the composition of the Strategy and Development Committee was as follows:

• Małgorzata Banasik – Chairwoman,
• Elżbieta Niebisz – Member,
• Andrzej Rzońca – Member,
• Andrzej Sadkowski – Member.

The Strategy and Development Committee is responsible for providing opinions and presenting recommendations to the Supervisory Board on issues related to the determination of the strategy and development planning of the Company and PGE Group. In particular, the Strategy and Development Committee’s tasks include providing opinions on strategy and strategic plans as well as on investments having a significant impact on the Company’s assets submitted to the Supervisory Board by the Management Board.

There were 5 minuted meetings of the Strategy and Development Committee in 2024.

Among others the following topics were the subject of the Strategy and Development Committee in 2024:

• Information of the Management Board of PGE S.A. on key projects and activities currently carried out in the area of research, development and innovation at PGE Group,
• Information provided by the Management Board of the Company on investments in offshore and onshore wind farms,
• Information concerning the assumptions and directions of changes in PEP 2040,
• Update of the PGE Group’s Strategy,
• Investments in gas-fired sources as part of the decarbonisation of the PGE Group’s assets.

At the date of signing of the report, the composition of the Nomination and Remuneration Committee was as follows:

• Anna Kowalik – Chairwoman,
• Małgorzata Banasik – Member,
• Michał Domagała – Member,
• Andrzej Kozyra – Member,
• Sławomir Patyra – Member.

The Appointment and Remuneration Committee’s task is facilitating achievement of strategic goals of the Company by presenting the Supervisory Board with opinions and motions on the development of the management structure, including remuneration system and selection of properly qualified personnel.

In particular, the tasks of the Nomination and Remuneration Committee include:

• initiating and giving an opinion on the arrangements for the appointment of Management Board members,
• giving its opinion on the solutions proposed by the Management Board regarding the Company’s management system in order to ensure that the Company’s management is efficient, consistent and secure and compliance with the law and internal regulations,
• periodically reviewing and recommending principles for determining the incentive remuneration of members of the Management Board and senior executives, in accordance with the interests of the Company,
• periodically reviewing the remuneration system for members of the Management Board and executives reporting directly to the members of the Management Board, including management contracts and incentive schemes and submitting to the Supervisory Board proposals for their design depending on achieving the Company’s strategic objectives,
• providing opinions to the Supervisory Board on the justification for the award of performance-related remuneration in the context of assessing the extent to which the Company’s specific tasks and objectives have been achieved,
• evaluating the Company’s human resources management system.

There were 5 meetings of the Nomination and Remuneration Committee in 2024.

The subject matter of the meetings of the Nomination and Remuneration Committee in 2024 included inter alia Discussion of the proposal of Management Objectives for the PGE S.A. Management Board for 2024.