Pre-Annual General Meeting Information • May 16, 2025
Pre-Annual General Meeting Information
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Dated: 16th May 2025
General legal basis:
Offering Act, article 56 clause 1 item 2 – current and periodic information
Contents:
The Management Board of Arctic Paper S.A. ("Company") submits the content of the draft resolutions, which will be subject to discussion of the Ordinary Shareholders Meeting dated 11th of June 2025 – attachment no.1.
Concurrently with reference to the current report, the Company provides documents relevant to the resolutions, which were not previously disclosed to the public:
"Remuneration Report of Members of the Management Board and Supervisory Board of Arctic Paper S.A. for the year 2024" together with report of the independent auditor attachment no. 2.
Report on the activities of the Supervisory Board of Arctic Paper S.A. in 2024 attachment no. 3.
Remuneration policy of Members of the Management Board and Supervisory Board of Arctic Paper S.A. - attachment no. 4.
Legal basis for publication:
Minister of Finance directive of March 29, 2018 on current and periodic information provided by issuers of securities, and on conditions of equivalence of information required to be provided under non-Member State law, §19, clause 1, item 2.

Secret ballot
Acting pursuant to art. 409 § 1 of the Commercial Companies Code and pursuant to article 3 section 1 of the Rules of the Shareholders Meeting of Arctic Paper S.A., the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution (hereinafter the "Resolution"):
§ 1 [●] is appointed as the Chairman of the Ordinary Shareholders Meeting.
§ 2 The resolution shall become effective in the date of adoption hereof.
Pursuant to art. 409 § 1 of the Commercial Companies Code, the Chairman of the Shareholders Meeting is elected from among the persons entitled to participate in the Ordinary Shareholders Meeting. According to point 3.1. of the Rules of the Shareholders Meeting of Arctic Paper S.A., the person opening the Shareholders Meeting immediately orders the election, in a secret ballot, of the Chairman of the Shareholders Meeting. The Chairman of the Shareholders Meeting is elected from among participants with the right to vote.
Therefore, adopting a resolution is of procedural nature and is necessary for the proper organization and course of the Shareholders Meeting.

Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following agenda of the Shareholders Meeting of the Company, made public in accordance with art. 4022 of the Commercial Companies Code:
a) the Management Board's report on the operations of the Arctic Paper S.A. Capital Group for the financial year 2024 including sustainability statement;
b) consolidated financial statement of the Arctic Paper S.A. Capital Group.

§ 2 The Resolution shall become effective upon adoption hereof.
Pursuant to Art. 409 § 2 of the Commercial Companies Code and point 8.3 of the Rules of the Shareholders Meeting of Arctic Paper S.A. the Chairman of the Shareholders Meeting manages the course of the Shareholders Meeting in accordance with the adopted agenda. He may not, without the consent of the Shareholders Meeting, remove or change the order of items on the agenda.
Therefore, adopting a resolution is of procedural nature and is necessary for the proper organization of the Shareholders Meeting.

The Shareholders Meeting of of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą("Company") hereby adopted the following resolution (hereinafter the "Resolution"):
§ 1
It is resolved to waive the appointment of the Scrutiny Committee while entrusting the Chairman of the Meeting with the Committee's duties in respect of the vote count.
§ 2
The Resolution shall become effective upon adoption hereof.
Pursuant to point 12.4 of the Rules of the Shareholders Meeting of Arctic Paper S.A. voting may take place using the electronic cards method, and the votes do not have to be counted by Scrutiny Committee. Therefore, adopting a resolution is of procedural nature and is necessary for the proper organization of the General Meeting.

Acting pursuant to art. 393 item 1 and art. 395 § 2 item 1 of the Commercial Companies Code and pursuant to art. 18 section 1 item a) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting, after consideration of the Management Board's report on the Company's operations in the financial year 2024, decided to approve the same.
§ 2
The resolution shall become effective in the date of adoption hereof.
Pursuant to article 393 §1 and article 395 §2 point 1 of the Commercial Companies Code consideration and approval of the Management Board's report on the operations of Arctic Paper S.A. for the financial year 2024 is subject to consideration and approval by the Shareholders General Meeting.
On 29th of April 2025 the Supervisory Board of Arctic Paper S.A. has positively assessed the abovementioned report as prepared in accordance with the applicable regulations and compliant with the books, documents and the actual state of affairs.
Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting in order to approve the Management Board's report on the activities of Arctic Paper S.A.

Acting pursuant to art. 393 item 1 and art. 395 § 2 item 1 of the Commercial Companies Code and pursuant to art. 18 section 1 item a) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting, after consideration of the financial statements of the Company comprising introduction, statement of financial position, statement of profit and loss, statement of total comprehensive income, statement of changes in equity, statement of cash flow and additional explanatory notes for the financial year 2024, decided to approve the same.
§ 2
The resolution shall become effective in the date of adoption hereof.
Pursuant to article 393 §1 and article 395 §2 point 1 of the Commercial Companies Code consideration and approval of the standalone financial statement of Arctic Paper S.A. for the financial year 2024 is subject to consideration and approval by the Shareholders Meeting.
On 29th of April 2025 the Supervisory Board of Arctic Paper S.A. has positively assessed the abovementioned report as being correctly prepared in terms of content and form, compliant with the books and documents as well as with the actual state, and accurately reflecting the financial result and the financial situation of the Company in the financial year 2024.
Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting in order to approve the standalone financial statement of Arctic Paper S.A.

Acting pursuant to art. 393 item 1 and art. 395 § 2 item 1 and art. 395 § 5 of the Commercial Companies Code, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting, after consideration of the of the Management Board's report on the operations of the Arctic Paper S.A. Capital Group for the financial year 2024 including sustainability statement, decided to approve the same.
§ 2
The resolution shall become effective in the date of adoption hereof.
Pursuant to article 393 §1 and article. 395 §2 point 1 and article 395 §5 of the Commercial Companies Code consideration and approval of the Management Board's report on the operations of the Arctic Paper S.A. Capital Group for the financial year 2024 is subject to consideration and approval by the Shareholders Meeting.
On 29th of April 2025 the Supervisory Board of Arctic Paper S.A. has positively assessed the abovementioned report as prepared in accordance with the applicable regulations on activity reports and compliant with the books, documents and the actual state of affairs. Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting in order to approve the Management Board's report on the operations of the Arctic Paper S.A. Capital Group.

Acting pursuant to art. 393 item 1 and art. 395 § 2 item 1 and art. 395 § 5 of the Commercial Companies Code, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting, after consideration of consolidated financial statement of the Arctic Paper S.A. Capital Group for the financial year 2024, decided to approve the same.
§ 2
The resolution shall become effective in the date of adoption hereof.
Pursuant to art. 393 §1 and art. 395 §2 point 1 and art. 395 §5 of the Commercial Companies Code review and approval of the consolidated financial statement of the Arctic Paper S.A. Capital Group for the financial year 2024 is subject to consideration and approval by the Shareholders Meeting.
On 29th of April 2025 the Supervisory Board of Arctic Paper S.A. has positively assessed the abovementioned report as being correctly prepared in terms of content and form, compliant with the books and documents as well as with the actual state, and accurately reflecting the financial result and the financial situation of the Company in the financial year 2024.
Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting in order to approve the consolidated financial statement of the Arctic Paper S.A. Capital Group.

Acting pursuant to art. 382 §3 of the Commercial Companies Code and art. 15 section 2 of the of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
The Shareholders Meeting, after consideration of the report on the activities of the Supervisory Board of the Company for the financial year 2024, decided to approve the same.
The resolution shall become effective in the date of adoption hereof.
Pursuant to art. 382 §3 of the Commercial Companies Code and point 15.2 of the Articles of Association, the Supervisory Board submits to the Shareholders meeting an annual written report on the results of the assessment of financial statements in terms of their compliance with the books and documents, as well as with the actual state of affairs, and the management board's motions regarding the distribution of profit or coverage of loss.
Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting in order to approve the Report on the activities of the Supervisory Board of Arctic Paper S.A.

Acting pursuant to art. 395 § 2 item 2 of the Commercial Companies Code and pursuant to art. 18 section 1 item c) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company, after reviewing the Management Board's motion regarding the distribution of profit, decides to allocate the entire net profit of the Company of the financial year 2024, in the amount of PLN 197,291,617.02 (in words: one hundred ninetyseven million two hundred ninety-one thousand six hundred seventeen zlotys and two groszy) to the Company's reserve capital.
§ 2 The resolution shall become effective in the date of adoption hereof.
On May 15, 2025, the Management Board of Arctic Paper S.A., in current report no. 06/2025, announced its intention to recommend to the Annual General Meeting of the Company to allocate the entire net profit of the financial year 2024 to the Company's reserve capital. On May 15, 2025, the Management Board of the Company announced in current report no. 07/2025 that the Supervisory Board of the Company had adopted a resolution giving a positive opinion on submitting to the Annual General Meeting the recommendation of the Management Board of the Company regarding the distribution of profit of the financial year 2024. In connection with the above, it is necessary to present the draft of this resolution for consideration by the Annual General Meeting in order to approve the recommended distribution of profit.

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2024 to Mr. Michał Jarczyński, in connection with the performance of the function of the President of the Management Board of the Company in the period from 1 st of January 2024 until 31st of December 2024.
§ 2 The resolution shall become effective in the date of adoption hereof.
The subject of the Shareholders Meeting is to acknowledge the fulfilment of duties by members of the company's governing bodies. Supervisory Board of Arctic Paper S.A., after analyzing and assessing the standalone and consolidated financial statement and the report on the activities of the Company and the Capital Group, recommends the Shareholders Meeting of the Company to grant a vote of approval for the performance of duties in the financial year 2024 to Mr. Michał Jarczyński.
Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting for the purpose of granting a vote of approval.

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2024 to Mrs. Katarzyna Wojtkowiak, in connection with the performance of the function of the Member of the Management Board of the Company in the period from 1st of January 2024 until 31st of December 2024.
§ 2 The resolution shall become effective in the date of adoption hereof.
The subject of the Shareholders Meeting is to acknowledge the fulfilment of duties by members of the company's governing bodies. Supervisory Board of Arctic Paper S.A., after analyzing and assessing the standalone and consolidated financial statement and the report on the activities of the Company and the Capital Group, recommends the Shareholders Meeting of the Company to grant a vote of approval for the performance of duties in the financial year 2024 to Mrs. Katarzyna Wojtkowiak.
Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting for the purpose of granting a vote of approval.

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2024 to Mr. Tom Fabian Langenskiöld, in connection with the performance of the function of the Member of the Management Board of the Company in the period from 1st of January 2024 until 31st of December 2024.
§ 2
The resolution shall become effective in the date of adoption hereof.
The subject of the Shareholders Meeting is to acknowledge the fulfilment of duties by members of the company's governing bodies. Supervisory Board of Arctic Paper S.A. , after analyzing and assessing the standalone and consolidated financial statement and the report on the activities of the Company and the Capital Group, recommends the Shareholders Meeting of the Company to grant a vote of approval for the performance of duties in the financial year 2024 to Mr. Tom Fabian Langenskiöld. Therefore, it is necessary to submit this draft resolution to the Shareholders Meeting for the purpose of granting a vote of approval.

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2024 to Mr. Per Lundeen, in connection with the performance of the function of the Chairman of the Supervisory Board of the Company in the period from 1st of January 2024 until 31st of December 2024.
§ 2
The resolution shall become effective in the date of adoption hereof.

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company")hereby adopted the following resolution (hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2024 to Mr. Thomas Onstad, in connection with the performance of the function of the Member of the Supervisory Board of the Company in the period from 1st of January 2024 until 31st of December 2024.
§ 2
The resolution shall become effective in the date of adoption hereof.

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2024 to Mr. Roger Mattsson, in connection with the performance of the function of the Member of the Supervisory Board of the Company in the period from 1 st of January 2024 until 31st of December 2024.
§ 2
The resolution shall become effective in the date of adoption hereof.

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2024 to Mrs. Zofia Dzik, in connection with the performance of the function of the Member of the Supervisory Board of the Company in the period from 1st of January 2024 until 31st of December 2024.
§ 2
The resolution shall become effective in the date of adoption hereof.

Acting pursuant to art. 393 item 1 i art. 395 § 2 item 3 of the Commercial Companies Code and pursuant to art. 18 section 1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company grants a vote of approval for the performance of duties in the financial year 2024 to Mrs. Anna Jakubowski, in connection with the performance of the function of the Member of the Supervisory Board of the Company in the period from 1 st of January 2024 until 31st of December 2024.
§ 2
The resolution shall become effective in the date of adoption hereof.

Acting pursuant to art. 90g section 1 and section 6 of the Act of July 29, 2005 on public offering and the conditions for introducing financial instruments to an organized trading system and on public companies (Journal of Laws of 2025, item 592), the Shareholders Meeting of Arctic Paper S.A. based in Kostrzyn nad Odrą ("Company") hereby adopts the following resolution (hereinafter: the "Resolution"):
§ 1
The Shareholders Meeting of the Company gives a positive opinion on the "Remuneration report of Members of the Management Board and Supervisory Board of Arctic Paper S.A. for the year 2024".
§ 2
The resolution shall become effective in the date of adoption hereof.
On 31 August 2020 by resolution no. 18/2020 the Shareholders Meeting of Arctic Paper S.A. has approved "Remuneration Policy for the Members of the Management Board and Supervisory Board of Arctic Paper S.A."
In accordance with Art. 7.1 of the Policy, the Supervisory Board shall annually prepare a Remuneration Report in order to provide the Shareholders Meeting with an information on the remuneration received in the preceding financial year by the Management Board and the Supervisory Board of the Company.
The report is reviewed by the auditor. Report of the independent auditor on the performance of the service giving reasonable assurance for the assessment of the remuneration report is attached to current report no 09/2025 – "Content of the draft resolutions of the Ordinary Shareholders Meeting dated 11th of June 2025, attachment no.2".
The Supervisory Board has prepared a remuneration report for year 2024. Pursuant to Art. 90 g item 6 of the Act on public offering and the conditions for introducing financial instruments to an organized trading system and on public companies, the Shareholders Meeting adopts a resolution on the remuneration report. The resolution is of an advisory nature.
In 2024, the Company did not apply deviations from the Remuneration Policy, deviations from its temporary application, or deviations from the procedure for implementing the Policy.

Acting pursuant to art. 90e section 4 of the Act of July 29, 2005 on public offering and the conditions for introducing financial instruments to an organized trading system and on public companies (Journal of Laws of 2025, item 592), the Shareholders Meeting of Arctic Paper S.A. based in Kostrzyn nad Odrą ("Company") hereby adopts the following resolution (hereinafter: the "Resolution"):
§ 1
The Shareholders Meeting of the Company maintains the current wording of the "Remuneration Policy for Members of the Management Board and Supervisory Board of Arctic Paper S.A."
§ 2
The resolution shall become effective in the date of adoption hereof.
On August 31, 2020, by resolution no. 18/2020, the Annual General Meeting of Shareholders of Arctic Paper S.A. adopted the "Remuneration Policy for Members of the Management Board and Members of the Supervisory Board of Arctic Paper S.A.". Pursuant to Article 90e. Section 4 of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies, a resolution on the remuneration policy is adopted at least every four years.
Remuneration Report of Members of the Management Board and Supervisory Board of Arctic Paper S.A. for year 2024
The binding Remuneration Policy for the Members of the Management Board and Supervisory Board of Arctic Paper S.A. ("the Company", "the Policy") was approved on 31 August 2020 by Resolution No. 18 of the Annual General Meeting of Shareholders of Arctic Paper S.A.
In accordance with Art. 7.1 of the Policy, the Supervisory Board shall annually prepare a Remuneration Report in order to provide the General Meeting with information on the remuneration received in the preceding financial year by the Management Board and the Supervisory Board of the Company. The report is reviewed by the auditor.
The General Meeting shall adopt a resolution with an opinion on the remuneration report. The nature of such resolution is advisory.
In 2021 the Supervisory Board of Arctic Paper S.A. prepared first remuneration report for 2019 and 2020 combined.
The most recent "Remuneration Report of Members of the Management Board and Supervisory Board of Arctic Paper S.A. for year 2023" was prepared and approved by the Supervisory Board on 19th April, 2024.
"Remuneration Report of Members of the Management Board and Supervisory Board of Arctic Paper S.A. for year 2023" was assessed by Grant Thornton Polska Prosta Spółka Akcyjna.
On 22ndApril 2024 the auditor has issued a report with an opinion on the Remuneration Report which was enclosed to the draft of the resolution of the Annual General Meeting. On 29th May, 2024 the Annual General Meeting of Arctic Paper S.A. by Resolution No. 19/2024, expressed its positive opinion on the submitted report.
In 2024, the Company did not apply deviations from the Remuneration Policy, deviations from its temporary application, or deviations from the procedure for implementing the Policy.
The current version of the Policy is available on the website of Arctic Paper S.A.
All values presented in the report are expressed in Polish zlotys.
In reference to §4 point 7 of Remuneration Policy, the remuneration of the Members of the Management Board of Arctic Paper S.A. consists of the following elements:
Fixed Remuneration shall be the only mandatory part of remuneration disbursed to the Members of the Management Board of Arctic Paper S.A. In 2024, the remuneration of Management Board of Arctic Paper S.A. consisted of fixed remuneration and variable remuneration.
In 2024, the remuneration of the Supervisory Board of Arctic Paper S.A. consisted exclusively of fixed remuneration based on the appointment as Chairman of the Supervisory Board or Member of the Supervisory Board by the General Meeting of Shareholders of the Company ("General Meeting").
Members of the Supervisory Board who serve on committees of the Supervisory Board are entitled to additional monthly remuneration in an amount to be determined by the General Meeting by resolution.
| Management Board | Fixed remuneration for performance of duties |
Variable remuneration |
Additional benefits | TOTAL | |
|---|---|---|---|---|---|
| Michał Jarczyński – | |||||
| President of the | 1 134 000 | 434 577 | - | 1 568 577 | |
| Management Board | |||||
| Katarzyna Wojtkowiak* - | |||||
| Member of the | 805 020 | 170 439 | - | 975 459 | |
| Management Board | |||||
| Fabian Langenskiöld** - | |||||
| Member of the | 23 671 | - | - | 23 671 | |
| Management Board | |||||
| TOTAL | 1 962 691 | 605 016 | - | 2 567 707 |
* since 29th May 2023
** since 14th August 2023
| Management Board | Fixed remuneration for performance of duties |
Variable remuneration |
Additional benefits | TOTAL |
|---|---|---|---|---|
| Michał Jarczyński – President of the Management Board |
72% | 28% | - | 100% |
| Katarzyna Wojtkowiak* - Member of the Management Board |
83% | 17% | - | 100% |
| Fabian Langenskiöld** - Member of the Management Board |
100% | - | - | 100% |
|---|---|---|---|---|
| TOTAL | 85% | 15% | - | 100% |
* since 29th May 2023
** since 14th August 2023
The remuneration of Member of the Management Board - Mr. Fabian Langenskiöld is presented broken down into the amounts of remuneration received from Arctic Paper SA for being appointed to serve as Members of the Management Board of Arctic Paper SA (table 2.1) and the amount of remuneration received from related entities for employment (table 6.1). The sum of these components is shown in point V of this report.
The remuneration of the Management Board of Arctic Paper S.A. in 2024 consisted of 85 % fixed remuneration by virtue of appointment, the amount of which was determined respectively by:
The variable remuneration represented 15% of the total remuneration of the Management Board in 2024.
In accordance with the Remuneration Policy, the value of the variable remuneration of the President of the Management Board of Arctic Paper S.A. in 2024 did not exceed 50% of the gross Fixed Remuneration for the year.
The allocation of variable remuneration to the members of the Management Board is based on the result of the Supervisory Board's assessment of their work efficiency and the achievement of the objectives set. The selection of indicators (as well as their level of detail) for individual Board Members is considered on an individual basis, taking into account their scope of duties and responsibilities.
The amount of the variable remuneration shall be determined in particular on the basis of
The remuneration of the members of the Management Board of Arctic Paper S.A. did not include cash or non-cash benefits granted to the close relatives of members of the Management Board of Arctic Paper S.A.
The only component of the remuneration of the Supervisory Board of Arctic Paper S.A. in 2024 was cash remuneration on appointment. The remuneration is based on Resolution No. 21/2024 of the Annual General Meeting of the Company of 29th May 2024 on the determination of the principles and amount of remuneration of the Members of the Supervisory Board of the Company.
| Supervisory Board | Cash remuneration on appointment |
Additional cash remuneration |
TOTAL |
|---|---|---|---|
| Per Lundeen – Chairman of the SVB | 369 935 | - | 369 935 |
| Thomas Onstad – Member of the SVB | 187 097 | - | 187 097 |
| Roger Mattsson – Member of the SVB | 261 935 | - | 261 935 |
| Zofia Dzik – Member of the SVB | 224 516 | - | 224 516 |
| Anna Jakubowski – Member of the SVB | 187 097 | - | 187 097 |
| TOTAL | 1 230 581 | - | 1 230 581 |
| Supervisory Board | Cash remuneration on appointment |
Additional cash remuneration |
TOTAL |
|---|---|---|---|
| Per Lundeen – Chairman of the SVB | 100% | - | 100% |
| Thomas Onstad – Member of the SVB | 100% | - | 100% |
| Roger Mattsson – Member of the SVB | 100% | - | 100% |
| Zofia Dzik - Member of the SVB | 100% | - | 100% |
| Anna Jakubowski – Member of the SVB | 100% | - | 100% |
| TOTAL | 100% | - | 100% |
The remuneration of the members of the Supervisory Board of Arctic Paper S.A. did not include cash or non-cash benefits granted to the close relatives of members of the Supervisory Board of Arctic Paper S.A.
The current Remuneration Policy has been in force in Arctic Paper S.A. since 31 August 2020. The remunerations paid so far to the Members of the Management Board and the Supervisory Board of Arctic Paper S.A. meet the requirements of the adopted Remuneration Policy.
The remuneration of the Members of the Management Board and the Supervisory Board of Arctic Paper S.A. is awarded and paid in the form provided for by the Remuneration Policy.
The remuneration of the Members of the Management Board and the Supervisory Board of Arctic Paper S.A. contributes to the implementation of the business strategy and the longterm development of the Arctic Paper S.A. group, among other things, through adequate remuneration, which is determined based on the scope of duties performed and the competence and experience required to properly manage and supervise the Company.
The amount of remuneration of the Members of the Management Board and the Supervisory Board of Arctic Paper S.A. takes into account the current financial situation of the Company and its size and business environment.
The objectives set for the implementation by the members of the Management Board may be non-financial (e.g. qualitative indicators, purposeful indicators – process improvements, involvement, innovations) or financial (e.g. the Company's results, specific levels of particular financial indicators). The performance evaluation forms the basis for determining the individual level of variable remuneration.
Performance evaluation, which includes financial and non-financial criteria, takes place annually. The Remuneration Committee makes a recommendation to the Supervisory Board on the value of the variable remuneration of the members of the Management Board. The final decision on the amount of the annual bonus awarded to individual members of the Management Board is taken by the Supervisory Board.
V. Information on changes, on an annual basis, in remuneration, the Company's results and the average remuneration of the Company's employees who are not members of the Management Board or the Supervisory Board.
| 2020 | 2021 | 2022 | 2023 | 2024 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Fixed remuneration of Members of | |||||||||
| Supervisory Board Arctic Paper S.A. | Amount | Amount | Change | Amount | Change | Amount | Change | Amount | Change |
| Per Lundeen | 300 000 | 300 000 | 0% | 340 057 | 13% | 353 167 | 4% | 369 935 | 5% |
| Thomas Onstad | 150 794 | 150 000 | -1% | 161 970 | 8% | 176 583 | 9% | 187 097 | 6% |
| Roger Mattsson | 210 000 | 210 000 | 0% | 227 010 | 8% | 247 417 | 9% | 261 935 | 6% |
| Mariusz Grendowicz (do 22.06.2021) | 181 906 | 87 919 | * | - | - | - | - | - | - |
| Dorota Raben (od 28.05.2019 do 22.06.2021) | 155 223 | 71 667 | * | - | - | - | - | - | - |
| Zofia Dzik (od 22.06.2021) | - | 87 692 | * | 199 326 | * | 216 121 | 8% | 224 516 | 4% |
| Anna Jakubowski (od 22.06.2021) | - | 75 177 | * | 169 999 | * | 180 946 | 6% | 187 097 | 3% |
| Fixed and variable remuneration of | |||||||||
| Members of Management Board Arctic | |||||||||
| Paper S.A. | 2020 | 2021 | 2022 | 2023 | 2024 | ||||
| Amount | Amount | Change | Amount | Change | Amount | Change | Amount | Change | |
| Michał Jarczyński (od 01.02.2019) | 1 011 702 | 1 454 448 | 44% | 1 119 625 | -23% | 1 504 276 | 34% | 1 568 577 | 4% |
| Göran Eklund (od 01.09.2017 do 29 maja 2023 roku) |
1 403 495 | 1 511 232 | 8% | 1 495 890 | -1% | 1 086 078 | -27% | - | - |
| Katarzyna Wojtkowiak ( od 29 maja 2023 roku) |
- | - | - | - | - | 416 679 | * | 975 459 | 134% |
| Fabian Langenskiöld (od 14 sierpnia 2023 roku) |
- | - | - | - | - | 605 503 | * | 2 194 024 | 262% |
| Average remuneration of the Company's employees who are not members of the |
|||||||||
| Management Board or Supervisory Board | 12 664 | 14 636 | 16% | 14 589 | 0% | 16 237 | 11% | 17 210 | 11% |
| Consolidated revenue in thousands PLN | 2 847 450 | 3 412 576 | 19,8% | 4 894 276 | 43,4% | 3 549 153 | -27,5% | 3 434 693 | -3,2% |
*no comparability of data for individual years due to the performance of the function by the member only for a part of the financial year
2024
| Michał Jarczyński - Arctic Paper Kostrzyn S.A. |
895 308 |
|---|---|
| Michał Jarczyński - Arctic Paper Munkedals AB |
45 216 |
| Michał Jarczyński - Arctic Paper Grycksbo AB |
45 216 |
| Fabian Langenskiöld - Arctic Paper Munkedals AB |
2 170 353 |
In 2024, the other Members of the Management Board did not receive remuneration from entities belonging to the Arctic Paper S.A. Capital Group.
The remuneration of Members of the Management Board shown in the standalone and consolidated financial statement for 2024 does not include remuneration from subsidiaries belonging to the Arctic Paper SA Capital Group.
| Per Lundeen - Arctic Paper Munkedals AB | 67 792 |
|---|---|
| Per Lundeen - Arctic Paper Grycksbo AB | 80 665 |
| Per Lundeen - Rottneros AB | 263 760 |
| Roger Mattsson - Rottneros AB | 113 040 |
In 2024, the other Members of the Supervisory Board did not receive remuneration from entities belonging to the Arctic Paper S.A. Capital Group.
The remuneration of Members of the Supervisory Board shown in the standalone and consolidated financial statement for 2024 does not include remuneration from subsidiaries belonging to the Arctic Paper SA Capital Group.
Arctic Paper S.A. does not envisage granting or offering financial instruments.
In accordance with the Remuneration Policy, the Company assumes the possibility of recovery and also of deferring the granting or payment of the Variable Remuneration, in the event of:
a) violation of a non-compete prohibition while holding a function of a Member of the Management Board and after a year following the end of a legal relation binding a Member of the Management Board and the Company;
b) the disclosure of irregularities in the management of the Company resulting in damage;
No circumstances have arisen in 2024 that would justify the exercise of the option to seek repayment or defer the award or payment of the Variable Remuneration.
To the knowledge of the Supervisory Board, there have been no deviations from the procedure for implementing the Remuneration Policy
[signatures on the following page]
______________________
______________________
______________________
______________________
______________________
Per Lundeen
Thomas Onstad
Zofia Dzik
Anna Jakubowski
Roger Mattsson

Grant Thornton Polska P.S.A. ul. Abpa Antoniego Baraniaka 88 E 61-131 Poznań Poland
T +48 61 62 51 100 F +48 61 62 51 101 www.GrantThornton.pl
For Shareholders and the Supervisory Board of Arctic Paper S.A.
We have been engaged to assess the attached remuneration report of Arctic Paper S.A. (Company) with its registered office in Fabryczna 1, Kostrzyn Nad Odrą for the year 2024 as regards the completeness of the information included therein, required pursuant to Article 90g sections 1-5 and 8 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading and on public companies (Public Offering Act).
The remuneration report was prepared by the Company's Supervisory Board in order to meet the requirements of Article 90g section 1 of the Public Offering Act. The applicable requirements for the remuneration report are set out in the Public Offering Act.
The requirements described in the preceding sentence set out the basis for the preparation of a remuneration report and, in our opinion, constitute appropriate criteria for us to make a conclusion that provides reasonable assurance.
In accordance with the requirements of Article 90g section 10 of the Public Offering Act, a remuneration report shall be assessed by a statutory auditor as regards the inclusion of information required under Article 90g section 1-5 and 8 of the Public Offering Act. This report fulfils the above requirement.
The statutory auditor's assessment which forms the basis for us to make a conclusion that provides reasonable assurance, as referred to in the preceding sentence, shall be understood as an assessment of whether the scope of information presented in the remuneration report is complete, in all material respects, and whether the information has been disclosed in sufficient detail required by the Public Offering Act.
In accordance with the Public Offering Act, Members of the Company's Supervisory Board are responsible for preparing a remuneration report in accordance with applicable laws, in particular for the completeness of the report and for the information contained there.
Grant Thornton Polska Prosta spółka akcyjna. Audit Firm No. 4055.
Management Board: Tomasz Wróblewski – President of the Board, Dariusz Bednarski – Vice-President of the Board, Jan Letkiewicz – Vice-President of the Board. Registered office address: ul. Abpa Antoniego Baraniaka 88 E, 61-131 Poznań, Poland. Tax identification number NIP: 782-25-45-999. REGON: 302021882. Bank account: 31 1090 1476 0000 0001 3554 7340. District Court Poznań – Nowe Miasto i Wilda in Poznań, 8th Commercial Division of the National Court Register, KRS No. 0001002477.

The Supervisory Board's responsibility also includes the design, implementation and maintenance of an internal control system ensuring the preparation of a complete remuneration report free from material misstatements due to fraud or error.
Our objective was to assess the completeness of the information contained in the attached remuneration report against the criterion set out in the Identification of the criteria and description of the subject matter of the engagement section and to express, on the basis of the evidence obtained, an independent conclusion on the performed reasonable assurance engagement.
We completed the engagement in accordance with the regulations of the National Standard for Assurance Engagements other than Audits or Reviews 3000 (R) in the wording of International Standard on Assurance Engagements (ISAE) 3000 (revised) Assurance Engagements other than Audits or Reviews of Historical Financial Information, adopted by resolution of the National Chamber of Statutory Auditors, as amended (NSAE 3000 (R)).
The standard imposes on a statutory auditor an obligation to plan and perform procedures in such a manner as to obtain reasonable assurance that a remuneration report has been prepared in accordance with the specified criteria.
Reasonable assurance means a high level of assurance, but it does not guarantee that an engagement performed in accordance with NSAE 3000 (R) would always detect an existing material misstatement.
The selection of the procedures depends on the statutory auditor's judgement, including their estimation of the risks of material misstatement, whether due to fraud or error. When assessing the risk, the statutory auditor considers internal control associated with the preparation of a compete report in order to plan the relevant procedures which are to provide the auditor with sufficient and appropriate evidence. The assessment of the functioning of the internal control system was not conducted for the purpose of expressing a conclusion on the effectiveness of its operation.
The procedures planned and performed by us included in particular:
Our procedures were only aimed at obtaining evidence that the information provided by the Supervisory Board in the remuneration report complies (in terms of its completeness) with the applicable requirements. Our work was not intended to assess the sufficiency of the information contained in the remuneration report in terms of the purpose of preparation of remuneration report, nor to assess the correctness and accuracy of the information contained there, in particular as regards the amounts disclosed, including the previous years' estimates, figures, dates, inclusion in the breakdown, allocation methods, compliance with the adopted remuneration policy.

The remuneration report was not audited within the meaning of the National Auditing Standards. During our assurance procedures, we did not audit or review the information used to prepare the remuneration report and, therefore, we are not responsible for issuing or updating any reports or opinions on the Company's historical financial information.
We believe that the evidence we have obtained provides sufficient and appropriate basis for us to express the following conclusion.
In performing the engagement, the statutory auditor and the audit firm complied with the requirements of independence and other ethical requirements set out in Handbook of the International Code of Ethics for Professional Accountants (including the International Independence Standards) of the International Ethics Standards Board for Accountants, adopted by the National Council of Statutory Auditors' resolution on the principles of professional ethics of statutory auditors (IESBA Code). The IESBA Code is based on fundamental principles relating to integrity, objectivity, professional competence and due diligence, confidentiality and professional conduct. We also complied with other independence and ethical requirements that apply to this assurance engagement in Poland.
The audit firm applies national quality control standards in the wording adopted by resolution of the Council of the Polish Audit Oversight Agency, which requires the audit firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
The statutory auditor's conclusion is based on the considerations described above, therefore, the conclusion should be read in the light of these considerations.
In our opinion, the attached remuneration report contains, in all material respects, all the elements listed in Article 90g sections 1-5 and 8 of the Public Offering Act.
This report has been prepared by Grant Thornton Polska Prosta spółka akcyjna (Grant Thornton) for the General Meeting of Shareholders and the Supervisory Board of the Company and is intended solely for the purpose described in the Identification of the criteria and description of the subject matter of the engagement section and should not be used for any other purposes.
Therefore, Grant Thornton assumes no liability associated with this report and arising out of any contractual or non-contractual relationship (including due to negligence) towards third parties in the context of this report. This does not release us from liability in situations where such release is excluded by operation of law.
Statutory auditor No. 5014 performing the engagement on behalf of Grant Thornton Polska Prosta spółka akcyjna, Poznań, ul. Abpa Antoniego Baraniaka 88 E, Audit Firm No. 4055
Poznań, May 5, 2025.
The Supervisory Board presents a report on its activities in the financial year 2024, including in particular the results of the assessment of the Management Board's report on the Company's operations in the financial year 2024, the Company's financial statements for 2024, and the evaluation of the Supervisory Board, including the internal control system, the management of material risks for the Company and the internal audit function.
As of 31st of December 2024, the Supervisory Board was composed of:
The independence of Mrs Anna Jakubowski and Mrs Zofia Dzik has been verified based on the submitted declaration on meeting the independence criteria of members of the supervisory board within the meaning of Annex II to the Recommendation of the European Commission of 15th of February 2005 on the role of non-executive directors or supervisory board members of listed companies and committees of the supervisory board ), taking into account the provisions of Rules 2.3 "Best Practices of Companies Listed on the Warsaw Stock Exchange 2021" and the independence criteria indicated in art. 129 section 3 of the Act on statutory auditors, auditing companies and public supervision (Journal of Laws 2020, item 1415).
On 29th of May 2024 Annual General Meeting of Arctic Paper SA appointed the Supervisory Board in the above composition for another joint term of office.
On 31st of December 2024 the Management Board was composed of:
The Arctic Paper Supervisory Board operates under the provisions of the Code of Commercial Companies as well as on the basis of the Company's Articles of Association and Rules of the Supervisory Board dated 24 th November 2016.
In 2024, the Supervisory Board exercised permanent supervision over the Company's activities in all areas.
During the reporting period the Supervisory Board conducted its activities in the course of meetings convened by the Chairman. Some of the Supervisory Board Meetings were held by means of distance communication as on-line meetings. All meetings were minuted and decisions were taken by the Supervisory Board either in the form of resolutions or stated in the minutes.
In the reporting period, i.e. from 1 st of January 2024 to 31st of December 2024 six meetings of the Supervisory Board of Arctic Paper S.A. were held on the following dates:
All Supervisory Board meetings were convened properly. The Supervisory Board meetings were also attended by Members of the Management Board and invited guests.
The Supervisory Board performed its duties collectively, as well as with the support of the Audit Committee, the Remuneration Committee and the Risk Committee.
Since 5 th of August 2021 the Audit Committee is composed of:
The basic task of the Audit Committee is advisory to the Supervisory Board on issues of proper implementation and control of the financial reporting processes in the Company, effectiveness of the internal control and risk management systems and cooperating with certified auditors. In 2024, the Audit Committee held meetings on 28 March, 7 August and 9 December.
In reference to the new regulations on the selection of the auditor, in particular the provisions of:
Audit Committee carries out its works related to the auditor's appointment procedure and performance of services other than statutory audit based on policies: "Policy and procedure for the selection of the audit firm to carry out the statutory and voluntary audit of consolidated and separate financial statements of Arctic Paper S.A." and "Policy on provision of allowed services by an audit firm that carries out an audit, by entities related to such audit firm, and by a network member of an audit firm which are not audit services of statutory consolidated and separate financial statements of Arctic Paper S.A."
According to the regulations applicable to the Company, the Company's Supervisory Board shall select – by way of a resolution and acting under a recommendation of the Audit Committee – the auditor authorised to carry out the audit.
On 22nd of February 2023 the Supervisory Board based on the recommendation of Audit Committee on selection of an audit firm conducting an audit of the financial statements, took a decision to select PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Sp.k. as an auditor for the Company and the Group for the period 2023-2024. The Audit Committee's recommendation was made pursuant to the selection procedure in line with the "Policy and procedure of selecting an audit firm to conduct a statutory and voluntary audit of consolidated and separate financial statements of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą".
Since 9 th of February 2017 the Remuneration Committee is composed of:
The basic task of the Remuneration Committee is advisory to the Supervisory Board on issues related to remuneration policy, bonus policy and other issues related to the remuneration of the employees, members of the Company's authorities and the authorities of Capital Group companies.
On 31st of August 2020, the Annual General Meeting of the Company, bearing in mind art. 90d.1 in connection with art. 90c.2.1 of the Act of 29th of July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies (i.e. Journal of Laws of 2025, item 592) adopted the "Remuneration Policy for Members of the Management Board and Members of the Supervisory Board of Arctic Paper S.A". Under the above-mentioned Acts, all public companies, including the Company, were obliged to adopt, by resolution of Annual General Meeting, the Remuneration Policy of Management Board and Supervisory Board Members, which is the rules for determining the remuneration of Members of the Management Board and Supervisory Board and to publish a remuneration report. The Company shall pay remuneration to the Members of the Management Board and the Supervisory Board solely in compliance with the adopted policy. The policy prepared by the Company was drawn up in accordance with the principles set out in the above-mentioned Act and refers to the required elements related to remuneration and other terms of employment for Members of the Management Board and Members of the Supervisory Board. The policy received an opinion from the Remuneration Committee operating at the Supervisory Board, as well as by the Supervisory Board.
In accordance with Art. 7.1 of the Policy, the Supervisory Board shall annually prepare a Remuneration Report in order to provide the Annual General Meeting with information on the remuneration received in the preceding financial year by the Management Board and the Supervisory Board of the Company. The report is reviewed by the auditor.
On 5 th of May 2025 the Supervisory Board has adopted a resolution adopting "Remuneration Report of Members of the Management Board and Supervisory Board of Arctic Paper S.A. for year 2024" and recommends its submission to the Annual General Meeting of the Company.
"Remuneration Report of Members of the Management Board and Supervisory Board of Arctic Paper S.A. for year 2024" was assessed by Grant Thornton Polska Prosta Spółka Akcyjna. On 5th of May 2025 the auditor has issued a report with an opinion on the Remuneration Report which is enclosed to the draft of the resolution of the Annual General Meeting.
The Annual General Meeting shall adopt a resolution with an opinion on the remuneration report. The nature of such resolution is advisory.
Since 5th of August 2021 the Audit Committee is composed of:
The basic task of the Risk Committee is advisory to the Supervisory Board on issues related to the proper identification, assessment and control of potential risks, i.e. opportunities and threats to realization of the Company's strategic goals, with particular consideration for financial risk, related to both external factors (such as volatility of exchange rates, interest rates, general international economic condition) and internal factors (such as cash flows, liquidity management, variation of budget and financial forecasts).
The Company has not established dedicated units to be involved in risk management, internal audit and compliance. However, the Company states that managers of each division of the Company report directly to the relevant members of the Management Board. The external entities that provide consultancy services, including legal consulting and performing audits, have regular and direct contact with the Company's Management Board.
The Company's Supervisory Board and Management Board monitor the internal processes of the Company's operations at joint meetings. The Supervisory Board assesses the operational processes of the Company and formulates recommendations relating to current and planned processes of the Company's operations.
During 2024 the Management Board implemented the Risk Management system for Arctic Paper Group(ERM) and presented to the Supervisory Board adjusted risk matrix.
One of the main topics discussed together by the Management Board and Supervisory Board in 2024 was implementation new reporting standard ESRS – European Sustainability Reporting Standards into Arctic Paper reporting routine including the outcome of double materiality assessment conducted by the Company and identification of material impacts, risk and opportunities of Arctic Paper.
Over the year of 2024 the Supervisory Board together with Management Board has discussed among the others following topics: capex positions, fixed costs, raw materials prices and impact on financial situation, financing structure, market situation, planned marketing activities and brands recognition.
On 29th March 2021, the Supervisory Board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) by Resolution No. 13/1834/2021 adopted new corporate governance rules for companies listed on the WSE Main Market – "Best Practice of GPW Listed Companies 2021" ("Best Practice 2021", "DPSN2021").
"Best Practice 2021" came into force on 1st of July 2021.
Application by companies of the principles of corporate governance contained in the "Best Practice 2021" is voluntary, but reporting on their application is an obligation of every listed company, enshrined in the Regulations of the WSE. Companies had to publish their first reports on the application of "DPSN2021" by 31st July 2021.
Pursuant to § 29 (3) of the Rules of the Warsaw Stock Exchange, on 29th July 2021 the Management Board of Arctic Paper S.A. published in the form of an EBI report the first statement regarding the Company's application of the principles contained in "Best Practice of GPW Listed Companies 2021" and then updated it with subsequent EBI reports.
Arctic Paper S.A. was striving at applying corporate governance rules as set forth in the document "Best Practice of GPW Listed Companies 2021".
In 2024, Arctic Paper S.A. did not apply the following rules:
Disclosure Policy, Investor Communication Rule 1.3.2
Rule 1.4.2 Internal Systems and Functions Rule 3.3 Rule 3.10 General Meeting, Shareholders Relations Rule 4.1 Rule 4.3
In the opinion of the Supervisory Board, Arctic Paper S.A. has made all reasonable efforts to apply the corporate governance rules as specified in the document "Best Practice of GPW Listed Companies 2021" to the greatest possible extent subject to the size and nature of the Company's operations.
5. Assessment of the rationality of the Company's policy with respect to its sponsorship, charity or similar activities.
In 2024 Arctic Paper S.A. was not involved in any sponsorship, charity or similar activity.
6. Information on the total remuneration payable by the Company for all audits commissioned (advisers of the supervisory board) by the supervisory board during the financial year.
There were no orders in question in a given financial year.
7. Assessment of the Management Board's report on the Company's operations in the financial year 2024, the Company's financial statements for the financial year 2024 and the Management's proposal regarding the distribution of profit generated by the Company in the financial year 2024.
Acting pursuant to Art. 382 § 3 of the Code of Commercial Companies and in conjunction with the provisions of Art. 18.2 of the Company's Articles of Association, the Supervisory Board has analysed the consolidated and the Company's standalone financial statements for the period from 1 st of January 2024 to 31st of December 2024 prepared by the Management Board and reviewed by the Company's auditor by PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Sp.k., consisting of:
cash flow statement for the period from 1st of January 2024 to 31st of December 2024, showing an decrease in net cash of PLN thousand 86,184;
■ Accounting principles (policies) and additional explanatory notes.
The Supervisory Board has examined the Management Board's report on the Company's operations in the financial year 2024.
Pursuant to article 70.1.14 and article 71.1.12 of the Regulation of the Minister of Finance of 29th of March 2018, on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognised as equivalent, the Supervisory Board of Arctic Paper S.A. evaluates that:
have been prepared correctly in terms of substance and form, in accordance with the books and documents, as well as with the facts, and accurately reflects the financial result and assets of the Company and Arctic Paper Group in the financial year 2024.
The Supervisory Board of Arctic Paper S.A., after review of the reports of the Management Board of Arctic Paper S.A. on the activities of the Arctic Paper Group and the Company for 2024, states that reports have been prepared in accordance with the relevant applicable regulations regarding the reports on the activities and is in accordance with the books, documents and the actual state.
The Supervisory Board adopts the report, expresses its approval for the activities of the Management Board in 2024 and recommends that the Annual General Meeting discharges the Members of the Management Board for the performance of their duties in the financial year 2024:
Mr Michał Jarczyński for a period from 1 st of January 2024 until 31st of December 2024,
Mrs Katarzyna Wojtkowiak for a period from 1st of January 2024 until 31st of December 2024,
Mr Tom Fabian Langenskiöld for a period from 1st of January 2024 until 31st of December 2024.
The Supervisory Board requests the Annual General Meeting to grant discharge to members of the Supervisory Board for the performance of their duties in the financial year 2024.
On 15th May 2025 the Management Board of the Company decided to recommend to the Annual General Meeting to allocate the Company's net profit of 2024 in the amount of PLN 197,291,617.02 (one hundred ninety-seven million two hundred ninety-one thousand six hundred seventeen zlotys and two groszy) in its entirety to the Company's reserve capital.
The basis for the decision not to pay a dividend for 2024 is, in particular, the weaker financial results achieved in both main paper and pulp production segments of the Arctic Paper Group in the first months of 2025. In addition this decision was influenced by the fact that the prices of wood used for pulp production in Scandinavia remain at a very high level and the rapid strengthening of the Swedish krona exchange rate against the euro, and in particular against the US dollar, as well as the lack of predictability of the economic situation intensified by the introduction of global trade tariffs.
The recommendation of the Management Board together with the opinion of the Supervisory Board will be submitted to the General Meeting for adoption of a resolution.
The paper segment has focused on maintaining volumes in a challenging market of year 2024, where the segment's largest market, Germany, was characterized by headwinds. Arctic Paper is seen as a stable supplier with strong brands and has continuously strengthened its position: for the last years, the market share of coated paper (CWF) has increased substantially, while the share of uncoated paper has remained stable.
For the pulp segment, Rottneros, pulp wood costs continued to rise and had an impact on the lower results.
The investment in molded fiber tray production in Kostrzyn is in the final phase and we expect production to start, and successively ramp up, during the first quarter. Fiber-based packaging makes a big climate benefit when it replaces plastic-based packaging.
In the energy segment, a 10 MW expansion of the solar park in Kostrzyn is underway. During the period, a PV farm of 4 MW was acquired in Garwolin in Poland, which means that the Group will have over 30 MW of installed capacity by the summer of 2025.
Arctic Paper's commitment and focus align with our 4P strategy to strengthen our positions in paper and pulp while also investing in the expansion of our packaging and green energy businesses. In 2024, the Group invested a total of PLN 424 million, with 40 percent allocated to the power and packaging segments. The Group's strong finances and stable position give us the strength to encounter another challenging year with confidence.
[Per Lundeen, Chairman of the Supervisory Board of Arctic Paper S.A on behalf of the Supervisory Board of Arctic Paper S.A.]

The Remuneration Policy of the Members of the Management Board and the Supervisory Board of Arctic Paper S.A. with its registered office in Kostrzyn nad Odrą ("Company") has been prepared on the basis of the applicable regulations of law, especially:
Remuneration Policy – means the Remuneration Policy of the Management Board and the Supervisory Board of Arctic Paper S.A.
Act – means the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of 29 July 2005.
Management Board, Supervisory Board, Remuneration Committee, General Meeting – means the Management Board of Arctic Paper S.A., the Supervisory Board of Arctic Paper S.A., the Remuneration Committee of Arctic Paper S.A., the General Meeting of Arctic Paper S.A., respectively
Member of the Management Board – means the President of the Management Board and other Members of the Management Board.
Member of the Supervisory Board – means the Chairman of the Supervisory Board and other Members of the Supervisory Board.


basis of a legal relation binding the Company with such Member of the Management Board.

a) assumed economic goals;
b) assumed efficiency goals;
c) assumed development goals;
d) the objectives of sustainable development and environmental protection set out in the non-financial statements of the Arctic Paper group.
The specification of the above criteria is the responsibility of the Supervisory Board.
A function of a Member of the Supervisory Board shall only be performed on the basis of appointment pursuant to a relevant resolution of the General Meeting.
in the Supervisory Board.

1) the amount of the total remuneration by components that are referred to in Article 90d.3.1 of the Act (fixed and variable components), and mutual proportions among such remuneration components;
2) explanation of the manner in which the total remuneration is compliant with the adopted Remuneration Policy, including, who it contributes to the achievement of the Company's long-term performance;
3) information on the manner in which the criteria relating to performance have been applied;
4) information on an annual change of remuneration, the Company's performance, and the average remuneration of employees of the Company, who are not Members of the Management Board or the Supervisory Board, during a period of the last five financial years, at least, as an aggregate, in the manner providing for their comparison;
5) the amount of remuneration due from entities belonging to the same group within the meaning of the Accounting Act of 29 September 1994 (Journal of Laws of 2019, item 351, 1495, 1571, 1655, and 1680);
6) the number of financial instruments granted or offered and the main terms and conditions of exercising the rights attached to such instruments, including the price and date of execution and their change;
7) information on using a possibility of requesting reimbursement of variable remuneration components;
8) information on departures from the implementation procedure of the Remuneration Policy and departures applied pursuant to Article 90f, including explanation of the premises and manner, and indication of the elements departures from which have been applied.

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