Governance structure

Management Board

The Management Board of Grupa LOTOS S.A. runs the affairs of the LOTOS Group and represents it in all business dealings and transactions, with the exception of any matters expressly reserved for the General Meeting or the Supervisory Board and those falling outside the ordinary course of business. Such matters are defined in the Rules of Procedure for the Management Board. Matters which do not require a resolution of the Management Board are decided individually by the President and Management Board members in line with the division of powers and responsibilities.

Pursuant to Management Board resolutions of March 1st 2018 and September 25th 2018, the Management Board’s organisational structure changed after the closing of the following organisational units: Chief Strategy and Development Officer and Chief Refining Officer, and establishing the following organisational units and divisions: Vice President of the Management Board, Chief Financial Officer, Vice President of the Management Board, Corporate Affairs, and Vice President of the Management Board, Chief Refining and Marketing Officer, who, together with the President of the Grupa LOTOS S.A. Management Board, manage the Company’s business.

COMPOSITION OF THE GRUPA LOTOS MANAGEMENT BOARD AS AT DECEMBER 31ST 2018:

• Mateusz Aleksander Bonca – President of the Management Board
• Jarosław Kawula – Vice President of the Management Board, Chief Refining and Marketing Officer
• Patryk Demski – Vice President of the Management Board, Chief Investment and Innovation Officer
• Robert Sobków – Vice President of the Management Board, Chief Financial Officer
• Jarosław Wittstock – Vice President of the Management Board, Corporate Affairs

Supervisory Board

The Supervisory Board of Grupa LOTOS S.A. exercises ongoing supervision of the Company’s operations. Its powers include issuing opinions (including submitting motions and proposals) on all matters related to the organisation’s business, delegating its members to perform specific functions and appointing standing or ad hoc committees to supervise particular areas of the Group’s operations. Grupa LOTOS has three standing committees: the Audit Committee, the Strategy and Development Committee, and the Organisation and Management Committee, which act as advisory, support and consultative bodies.

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.

COMPOSITION OF THE GRUPA LOTOS SUPERVISORY BOARD AS AT DECEMBER 31ST 2018:

• Beata Kozłowska-Chyła – Chairwoman
• Piotr Ciach – Deputy Chairman
• Katarzyna Lewandowska – Secretary
• Agnieszka Szklarczyk-Mierzwa – Member
• Dariusz Figura – Member
• Mariusz Golecki – Member
• Adam Lewandowski – Member
• Grzegorz Rybicki – Member

General Meeting

The powers and responsibilities of the General Meeting cover a range of matters as laid down 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.