II.Z.5. A supervisory board member submits to the remaining members of the supervisory board and to the company’s management board a statement that he/she meets the criteria of independence set out in rule II.Z.4.

The Company’s comment: The Company would like to explain that pursuant to the Company’s Statute, an independent member of the Supervisory Board is obliged to make a written statement to the Company about meeting all the criteria of independence – together with an obligation to immediately inform the Company whenever he/she ceases to meet such criteria. However, the Statute of ENEA S.A. does not provide for a duty to make such statements to the remaining members of the Supervisory Board. However, the Management Board declares that it considers the circumstances mentioned in the content of this rule as good corporate practice. Therefore, the Management Board declares that it may request the Company’s competent bodies to consider making adequate changes to the Company’s internal instruments with an adequate recommendation.

II.Z.7. As regards the tasks and operation of the committees operating in the supervisory board, the provisions of Annex I to the European Commission Recommendation referred to in rule II.Z.4 shall apply. In the case where the audit committee function is performed by the supervisory board, the above rules shall apply accordingly.

The Company’s comment: The Company would like to explain that with respect to the tasks and functioning of the committees operating in the Supervisory Board, it generally applies the provisions of Annex I to the European Commission Recommendation referred to in the analysed rule, with a proviso that the Company’s internal instruments do not strictly require that the majority of members of the Nominations and Remuneration Committee meet the independence criteria. The Nominations and Remuneration Committee should be composed of at least one independent member within the meaning of the EC Recommendation, and if more than one person meeting the above independence criteria is appointed to the Supervisory Board, this committee should be composed of the largest possible number of independent members.

II.Z.8. Chair of the audit committee meets the independence criteria set out in rule II.Z.4.

The Company’s comment: The Company explains that in accordance with the Supervisory Board Regulations in effect at the Company, the majority of members of the Audit Committee, including its Chair, is independent of the Company within the meaning of Article 129 of the Act of 11 May 2017 on statutory auditors, audit firms and public supervision, while the Company’s internal documents do not provide for the requirement that the Chair of the Audit Committee should meet the independence criteria indicated in principle II.Z.4. The Management Board declares thereby that it considers the circumstances referred to in this rule as good corporate practice and does not exclude that it may in future request the Company’s competent bodies to consider making adequate changes to the Company’s internal instruments with an adequate recommendation.

IV.R.2. If this is justified due to the shareholding structure or due to the shareholders’ expectations communicated to the company, as long as the company is able to ensure the technical infrastructure necessary for the efficient conducting of the general meeting with the use of electronic communication means, the company should enable its shareholders to participate in the general meeting with the use of such means, in particular through:

• real-time transmission of the general meeting sessions,
• two-way real-time communication where the shareholders can communicate in the course of the general meeting session while staying in a location other than the place of the general meeting session,
• exercising, either personally or via a proxy, the voting rights at the general meeting.

The Company’s comment: The Company would like to explain that the Company’s Statute does not provide for the option to participate in the General Meeting via electronic communication means. Notwithstanding the above, the Company’s Management Board generally has a positive approach to enabling the Company’s shareholders in the future to participate in the General Meeting with the use of the means ensuring real-time remote transmission of data, on condition that applicable legal regulations are adopted.

IV.Z.2. If this is justified due to the company’s shareholding structure, the company ensures the real-time transmission of the general meeting sessions available to the public.

The Company’s comment: The Company would like to explain that currently does not provide real-time transmission of the general meeting sessions. However, the image and sound recording of the general meeting sessions is each time made and it is subsequently rendered available by the Company via the corporate website.

V.Z.5. Before the conclusion by the company of a significant agreement with a shareholder holding at least 5% of the total number of votes in the company or a related entity, the management board shall request the supervisory board to grant a consent for such transaction. Before granting such consent, the supervisory board shall conduct the assessment of the impact of such transaction on the company’s interest. The above obligation shall not refer to conventional transactions concluded on an arm’s length basis as part of the operating activity carried on by the company with member entities of the company’s capital group. In the case where a decision on the conclusion by the company of a significant agreement with a related entity is made by the general meeting, the company, before making such decision, shall ensure for all shareholders the access to such information as may be necessary to conduct the assessment of the impact of such transaction on the company’s interest.

The Company’s comment: The current wording of the Company’s Statute does not stipulate that prior to the conclusion by the Company of a significant agreement with a shareholder holding at least 5% of the total number of votes in the company or an related entity, the Supervisory Board shall give its consent to such a transaction. The possibility of a potential conflict of interest is secured by, among others, the provisions of the Company’s Statute which require the consent of the Supervisory Board to conclude the agreements referred to in § 20.3 of the Company’s Statute.

VI.R.1. VI.R.1. The remuneration of members of the company’s bodies and of the key managers should result from the remuneration policy adopted.

The Company’s comment: The Company would like to explain that no formalised remuneration policy was adopted in ENEA S.A. However, in connection with the amendment to the provisions of the Act on Public Offerings and Conditions of Introducing Financial Instruments to Organised Trading and Public Companies adopted in October 2019,, the general meeting of a company whose at least one share is admitted to trading on a regulated market should adopt, by way of a resolution, a remuneration policy for members of the management board and supervisory board. The company's general meeting should adopt a resolution on the remuneration policy for members of the management board and the supervisory board by 30 June 2020. At the same time, in connection with the provisions of the Act on the principles of shaping the remuneration of management of certain companies, the Extraordinary General Meeting of ENEA S.A. held on 19 December 2019 made changes to the corporate acts in force to date concerning the principles of shaping the remuneration of members of the Management Board and Supervisory Board.

VI.R.2. The remuneration policy should be closely related e to the company’s strategy, its short- and long-term objectives, long-term interests, and results, and it should also take into account the solutions contributing to avoidance of discrimination on any grounds.

The Company’s comment: Notwithstanding the Company’s comment to the VI.R.I., the Company would like to explain that no remuneration policy has been adopted at ENEA S.A. The Management Board declares to strive to ensure that the Company’s remunerating practice takes into account the circumstances mentioned in the content of the recommendation, as far as possible.

VI.R.3. If the remuneration committee operates in the supervisory board, the scope of its operation shall be governed by rule II.Z.7.

The Company’s comment: The Company would like to explain that with respect to the tasks and functioning of the committees operating in the Supervisory Board, it generally applies the provisions of Annex I to the European Commission Recommendation referred to in the analysed rule, with a proviso that the Company’s internal instruments do not strictly require the majority of members of the Nominations and Remuneration Committee to meet the independence criteria. The Nominations and Remuneration Committee should be composed of at least one independent member within the meaning of the EC Recommendation, and if more than one person meeting the above independence criteria is appointed to the Supervisory Board, this committee should be composed of the largest possible number of independent members.