Grupa LOTOS S A : 8.1 Resolution of the Supervisory Board concerning adoption of the report on the activities of the Supervisory Board in 2021.

RESOLUTION NO. 294/XI/2022

OF THE SUPERVISORY BOARD OF GRUPA LOTOS S.A.

of May 19th 2022

concerning: adoption of the report on the activities of the Supervisory Board of Grupa LOTOS S.A. in 2021

Acting pursuant to the first sentence of Art. 9.2 and Art. 13.2 of the Company's Articles of Association in conjunction with Art. 3.2 of the Rules of Procedure for the Supervisory Board, as well as pursuant to Rule 2.11 of Best Practice for GPW Listed Companies 2016, having read the following documents:

• the financial statements of Grupa LOTOS S.A. for 2021,
• the consolidated financial statements of the LOTOS Group for 2021,
• the Directors' Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2021,

the auditor's opinions and reports attached to the above financial statements, in line with the procedure set out in Art. 388.1(1) of the Commercial Companies Code, the Supervisory Board of Grupa LOTOS S.A. resolves as follows:

Section 1

1. The Supervisory Board adopts the report on the activities of the Supervisory Board of Grupa LOTOS S.A. in 2021, attached as an appendix hereto.
2. The Supervisory Board resolves to submit the report to the Annual General Meeting of Grupa LOTOS S.A.

Section 2

The Supervisory Board requests that the Annual General Meeting grant discharge to the Supervisory Board members in respect of their duties in the financial year 2021.

Section 3

This Resolution shall become effective upon its adoption.

1.	Votes in favour:	_______6_______ Members of the Supervisory Board
2.	Votes against:	_______0_______ Members of the Supervisory Board

3. Abstaining votes: _______0_______ Members of the Supervisory Board The resolution has been passed by open ballot.

Supervisory Board

1. Beata Kozłowska - Chyła
2. Piotr Ciach
3. Katarzyna Lewandowska
4. Dariusz Figura
5. Katarzyna Maćkowska
6. Grzegorz Rybicki
7. Rafał Włodarski

Appendix to Resolution No. 294/XI/2022 of the Supervisory Board of Grupa LOTOS S.A.

of May 19th 2022

REPORT

ON THE ACTIVITIES OF THE SUPERVISORY BOARD OF

GRUPA LOTOS S.A.

FOR 2021

1. TERM OF OFFICE OF THE SUPERVISORY BOARD AND THE SUPERVISORY BOARD'S ACTIVITIES

	OVER THE YEAR DURING THE TERM OF OFFICE................................................................................	2
2.	COMPOSITION OF AND POSITIONS HELD ON THE SUPERVISORY BOARD.....................................	3
3.	SUPERVISORY BOARD MEMBERS MEETING THE INDEPENDENCE CRITERIA ...............................	4

4. MATERIAL MATTERS HANDLED BY THE SUPERVISORY BOARD, SUPERVISORY BOARD

MEETINGS AND RESOLUTIONS .............................................................................................................	4
5. SUPERVISORY BOARD COMMITTEES ..................................................................................................	7

6. ASSESSMENT OF THE COMPANY'S CONDITION, INCLUDING ASSESSMENT OF INTERNAL CONTROL, RISK MANAGEMENT AND COMPLIANCE SYSTEMS, THE INTERNAL AUDIT FUNCTION,

AND APPLICATION OF CORPORATE GOVERNANCE PRINCIPLES .................................................

13

7. ASSESSMENT OF THE FUNCTIONING OF THE GROUP COMPANIES, BASED ON ASSESSMENT OF

THE GROUP'S CONSOLIDATED FINANCIAL STATEMENTS .............................................................

20

8. ASSESSMENT OF THE COMPANY'S POLICY FOR SPONSORSHIP, CHARITABLE AND SIMILAR

ACTIVITIES .............................................................................................................................................

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9. IMPLEMENTATION OF GENERAL MEETING'S RESOLUTIONS RELATING TO THE ACTIVITIES OF SUPERVISORY BOARD (IF ANY SUCH RESOLUTIONS WERE PASSED), COMPLIANCE WITH INSTRUCTIONS FROM, AND PERFORMANCE OF TASKS ASSIGNED TO THE SUPERVISORY BOARD BY, THE ENTITY AUTHORISED TO EXERCISE VOTING RIGHTS ATTACHED TO THE SHARES HELD BY THE STATE TREASURY, INCLUDING IN PARTICULAR MONITORING OF THE IMPACT OF INCREASES IN SALARIES AND WAGES ON THE COMPANY'S FINANCIAL CONDITION; DISCHARGE OF REPORTING AND DISCLOSURE OBLIGATIONS, INCLUDING TIMELY

	PUBLICATION OF QUARTERLY INFORMATION ON THE COMPANY, AS WELL AS INFORMATION
	ON PROVIDED GUARANTEES AND SURETIES...................................................................................	34
10.	IMPLEMENTATION OF STRATEGIC OR TURNAROUND PLAN..........................................................	35
11.	SUPERVISORY BOARD'S DECISIONS TO APPOINT THE AUDITOR, COMMISSION EXPERT
	OPINIONS, etc. .......................................................................................................................................	36
12.	ASSESSMENT OF THE USE BY THE COMPANY OF NON-CURRENT ASSETS, IN PARTICULAR
	PROPERTY .............................................................................................................................................	37
13.	USE OF FUNDS RECEIVED BY THE COMPANY AS PUBLIC OR NON-PUBLIC AID.........................	37
14.	ASSESSMENT OF COOPERATION WITH THE COMPANY'S MANAGEMENT BOARD .....................	37
15.	SELF-ASSESSMENT OF THE SUPERVISORY BOARD'S WORK........................................................	38

Grupa LOTOS S.A.

Report on the activities of the Supervisory Board

for 2021

1. TERM OF OFFICE OF THE SUPERVISORY BOARD AND THE SUPERVISORY BOARD'S ACTIVITIES OVER THE YEAR DURING THE TERM OF OFFICE

The Supervisory Board (SB) of Grupa LOTOS S.A. exercises ongoing supervision of the Company's business across all areas of its operations.

The Supervisory Board consists of five to nine Members, including the Chair, Deputy Chair and Secretary.

Members of the Supervisory Board are appointed and removed from office by the General Meeting (GM). Notwithstanding the foregoing, as long as the State Treasury remains a shareholder in the Company, the entity authorised to exercise voting rights attached to the shares held by the State Treasury shall have the right to appoint one member of the Supervisory Board by way of a written statement to that effect. Members of the Supervisory Board nominated by the State Treasury should meet the requirements laid down in the Act on State Property Management of December 16th 2016 (Dz.U. of 2021, No. 1933, as amended).

Members of the Supervisory Board are appointed for a joint term of three years. Any or all Supervisory Board Members may be removed at any time prior to expiry of their term of office.

The Chair of the Supervisory Board is appointed by the General Meeting. The Deputy Chair and the Secretary are elected by the Supervisory Board from among the other Supervisory Board Members.

The Supervisory Board performs its duties collectively, but it may delegate its Members to individually perform certain tasks or functions and may set up ad hoc or standing committees to supervise specific areas of the Company's activities.

Standing Committees of the Supervisory Board include:

• Audit Committee,
• Organisation and Management Committee, and
• Strategy and Development Committee.

The Supervisory Board performs its duties pursuant to:

• the Commercial Companies Code,
• the Company's Articles of Association,
• resolutions of the General Meeting,
• Rules of Procedure for the Supervisory Board.

In addition, in performing their tasks, Members of the Supervisory Board have regard to and strive to comply with the principles set out in the 'Best Practice for WSE Listed Companies', in accordance with the catalogue of principles that the Company has committed to comply with, as stated in EBI Report No. 1/2021 of July 29th 2021.

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Grupa LOTOS S.A.

Report on the activities of the Supervisory Board

for 2021

2. COMPOSITION OF AND POSITIONS HELD ON THE SUPERVISORY BOARD

In the period from January 1st to June 29th 2021, the composition of the Grupa LOTOS Supervisory Board was as follows:

First name and surnamePosition held

		Chair
Beata Kozłowska-Chyła		(appointed as Deputy Chair of the Supervisory Board on June
		30th 2020)
		Vice-President
Piotr Ciach		(appointed as Deputy Chair of the Supervisory Board on July
		9th 2020)
		Secretary
Katarzyna Lewandowska		(appointed as Secretary of the Supervisory Board on July 9th
		2020)
Dariusz Figura		Member
Adam Lewandowski		Member
Grzegorz Rybicki		Member

On June 22nd 2021, Mr Adam Lewandowski, Member of the Supervisory Board of Grupa LOTOS S.A. of the 11th joint term of office, resigned from his position with effect as of June 29th 2021.

Subsequently, on June 30th 2021, the Annual General Meeting appointed to the Supervisory Board of the 11th joint term of office Ms. Katarzyna Maćkowska and Mr. Rafał Włodarski, whom the State Treasury - the majority shareholder of the Company - had proposed during the Annual General Meeting.

Accordingly, as at December 31st 2021 and until March 31st 2022, the composition of the Supervisory Board was as follows:

First name and surname	Position held
Beata Kozłowska-Chyła	Chair
Piotr Ciach	Vice-President
Katarzyna Lewandowska	Secretary
Dariusz Figura	Member
Grzegorz Rybicki	Member
Katarzyna Maćkowska	Member
Rafał Włodarski	Member

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Grupa LOTOS S.A.

Report on the activities of the Supervisory Board

for 2021

3. SUPERVISORY BOARD MEMBERS MEETING THE INDEPENDENCE CRITERIA

Beata Kozłowska-Chyła, Chair of the Supervisory Board, and the following Members of the Supervisory Board: Dariusz Figura, Adam Lewandowski, Grzegorz Rybicki and Katarzyna Maćkowska, made representations to the effect that they satisfied the criteria under Annex II to the Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/EC), as well as additional requirements stipulated in the 'Best Practice for WSE Listed Companies 2021', as attached to WSE Supervisory Board Resolution No. 13/1834/2021 of March 29th 2021 adopting it.

The Supervisory Board carried out a review to examine whether there were any connections or circumstances that may affect the satisfaction of the independence criteria by particular Supervisory Board Members.

Following the review, the Supervisory Board determined that the above Supervisory Board Members met the independence criteria while serving on the Grupa LOTOS Supervisory Board during the reporting period, in accordance with their respective representations.

4. MATERIAL MATTERS DEALT WITH BY THE SUPERVISORY BOARD; SUPERVISORY BOARD MEETINGS AND RESOLUTIONS

In 2021 the Supervisory Board of the 11th joint term of office held 21 meetings, during which it passed a total of 141 resolutions, including 8 resolutions regarding absence of Supervisory Board Members from a meeting, all found by the Supervisory Board to be authorised.

In the reporting period, the following Supervisory Board Members were absent from meetings held on the dates stated:

• B. Kozłowska-Chyła - May 24th, June 22nd,
• P. Ciach - May 27th,
• K. Lewandowska - August 10th, August 11th,
• G. Rybicki - October 25th,
• R. Włodarski - August 10th.

In addition, in the reporting period, the Supervisory Board actively performed its duties outside of formal meetings, passing 29 resolutions outside of its meetings.

In the reporting period, the Supervisory Board passed a total of 170 resolutions (see Appendix 1 to this Report).

In 2021, the Supervisory Board dealt with matters related to the activities and development of Grupa LOTOS S.A., including:

• ongoing assessment of the Company's economic and financial performance,
• Grupa LOTOS S.A.'s budget for 2021 and the consolidated budget of the LOTOS Group,

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