Ciech S.A.

Governance Information • Apr 1, 2022

DIVERSITY POLICY FOR THE SUPERVISORY BOARD OF CIECH S.A.

The aim of this policy (hereinafter referred to as the "Policy") is to outline and clarify the standards applied by CIECH S.A. (hereinafter referred to as the "Company") in its daily business operations. Accordingly, the Policy shall be considered as a proof of application by the Company of the principles set forth in The Best Practice for GPW Listed Companies 2021 (in particular those indicated in items 1.3.2., 2.1., 2.2., 6 thereof).

Introduction

The Company implements the Policy to achieve in particular the following objectives:

• a) specify principles and tools to ensure diversity within the personal composition of the Company's Supervisory Board, in areas such as gender, academic specialisation, expertise, age, and professional experience,
• b) ensure respect for diversity and human dignity, protection of minority rights and gender equality.

§ 1 Subject-matter of the Policy

The subject-matter of the Policy shall be the indication of tools for determining personal composition of the Supervisory Board that enable comprehensive application of the diversity principle within the Company.

§ 2

Personal scope of the Policy

The Policy shall apply to the candidates for Supervisory Board Members, appointed Supervisory Board Members, Supervisory Board acting as Company's body, as well as any other bodies or individuals empowered to directly or indirectly determine or impact in any way on the personal composition of the Supervisory Board.

§ 3

Tools for achieving the objectives

1. The objectives specified in the Policy shall be achieved, among others, through the implementation of tools provided for in the Company's internal regulations, in particular the Regulations of the Supervisory Board of CIECH S.A., Code of Conduct of the CIECH Group, Procedure - Counteracting harassment and discrimination in the work environment in the CIECH Group and CIECH Group Communication Policy.

2. 1. The Company shall ensure the implementation of tools referred to in Sec. 1 above in particular through:
   2. a) monitoring the work environment in terms of preventing and eliminating undesirable conduct;
   3. b) undertaking initiatives that promote integration and exchange of experience in the workplace;
   4. c) ensuring freedom of expression, in compliance with ethical principles and proper standards of speech, as well as the inviolability of personal rights;
   5. d) incorporating diversity aspects in HR processes and HR tools (such as recruitment, training and professional development, remuneration), and in the area of the organizational culture of the Company.
3. 1. The Policy shall complement the Company's documents referred to in Sec. 1 above with all matters concerning the implementation of diversity principle with respect to the Company's Supervisory Board.

§ 4 Supervisory Board

• 1. The Company believes that diversity within a business organization improves work efficiency, contributes to increased versatility and counteracts discrimination. When composing the Company's Supervisory Board, the Company, depending on the candidates' availability, shall ensure that each Member differs in terms of academic specialisation, expertise, age and professional experience, and that the gender diversity level corresponds to that recommended in The Best Practice for GPW Listed Companies 2021.
• 1. In line with the gender diversity principle, the Company's Supervisory Board shall include at least 30% of representatives of one gender.
• 1. The principle of gender diversity should not be decisive whenever the composition of the Company's Supervisory Board is jeopardized by the absence of candidates ensuring the top standards of expertise, management skills and competencies in the areas referred to in § 5 Sec. 6 of the Policy.
• 1. The condition of 30% of representatives of one gender should be met by 2028. This period is closely related to the end of the current term of office of the Company's Supervisory Board and appointment for the consecutive term.
• 1. The Company shall take necessary actions to implement the Policy. These shall include, without limitation, tools involving:
• a) building up a diverse and qualified management staff at all levels of the Company management;
• b) creating equitable employment opportunities;
• c) promoting attitudes that reinforce respect for diversity among employees, associates and management;
• d) building up the atmosphere and organizational culture based on respect for diversity and excluding any forms of discrimination;
• e) applying transparent recruitment criteria, including, in particular, requirements for the management level staff;
• f) building up the supportive work environment that permits the exchange of experience and competencies;
• g) periodic assessment of the diversity principle application.

§ 5 Supervisory Board Members selection criteria

• 1. Selection process of the Company's Supervisory Board Members should be underlain by the best interest of the Company.
• 1. Members of the Supervisory Board shall be appointed by the General Meeting of the Company.
• 1. The Candidate's application for the Supervisory Board Member should include an appropriate justification reflecting the diversity guidelines specified for this Company's body as referred to in this Policy.
• 1. Personal composition of the Supervisory Board of the Company shall ensure a diverse range of competencies, professional experience, expertise and skills, required by the Company's business profile.
• 1. When composing the Supervisory Board, the General Meeting of the Company shall:
  2. 1) examine the requirements applicable to the Supervisory Board as to expertise, skills and experience, and shall select candidates who guarantee top standards and experience,
  3. 2) assess the expected commitment considering the time needed to perform the duties of the Supervisory Board member and the duties involved,
  4. 3) respect the objectives of the Policy regarding application of the diversity principle.
• 1. Members of the Supervisory Board of the Company shall have competencies indispensable to meet the Company's needs, in particular in the following areas:
  2. 1) finance;
  3. 2) financial reporting;
  4. 3) production;
  5. 4) chemical industry;
  6. 5) business transformation;
  7. 6) energy;
  8. 7) ESG;
  9. 8) General Management;
  10. 9) risk management;
  11. 10) change management.
• 1. Each Member of the Company's Supervisory Board upon appointment and throughout the term of appointment - should:
  2. 1) possess strong qualifications and extensive experience in the areas referred to in Sec. 6 (supported by a curriculum vitae and applicable documents),
  3. 2) dedicate all reasonable time to perform the function and duties involved as expected,
  4. 3) act first and foremost in the interest of the Company.
• 1. The foregoing principles shall apply respectively in the case of supplementing the composition of the Supervisory Board, if required.
• 1. Evaluation of candidates for the Supervisory Board Members and the Supervisory Board Members shall be carried out on an individual basis, considering the aggregate competencies that a given Supervisory Board shall present.
• 1. The Supervisory Board Members selection criteria shall comprise also other requirements, including in particular the requirement to include in this body at least two members that have no actual and material relations with any shareholder who holds at least 5% of the total vote in the Company.

§ 6 Assessment of the diversity principle application

1. The Supervisory Board shall be a body competent to verify and assess the application of the diversity principle. The scope of duties of the Supervisory Board shall include preparing and submitting to the General Meeting for its approval, annual reports on application of the diversity principle.

2. 1. The report referred to Sec. 1 above shall address both the part relating to the Supervisory Board and the part relating to the Management Board of the Company. The report should include, in particular, information on:
   2. 1) the advancement of implementation of the Policy in each of the Company's bodies or - in case no action was undertaken in this respect - explanation and information on remedial steps to be taken;
   3. 2) the number of Members appointed to the Company's body;
   4. 3) the composition of the Company's body in view of diversity principle with regard to:
      • a) gender: providing the number or percentage of women and men,
      • b) academic specialisation: listing the areas of competence, for example technical, economic, managerial education, etc.,
      • c) expertise: providing the professional and industry expertise of each of the Company's body Member, acquired in particular through postgraduate studies, scientific work or professional experience,
      • d) age: providing the number or percentage based on the Company's body Member inclusion in one of the following age categories: under 30 years, between 30 and 50 years, over 50 years.
   5. 4) diversity in the field of experience and education acquired by the Supervisory Board Members in the light of the qualities possessed by the Management Board Members (whether the competencies of the Supervisory Board Members extend or complement the competencies of the Management Board Members, and if so, in which areas).

§ 7 Responsibilities of persons covered by the Policy

Anyone covered by the scope of this Policy as referred to in § 1 of the Policy, shall be required to comply with the principles set forth in the Policy and to undertake actions aimed at achieving objectives specified therein, in particular by building up and maintaining a supportive and transparent work environment.

§ 8 Personal data protection

1. Further to the obligations resulting from this Policy, the Company (acting as a data controller in accordance with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, the "GDPR"), shall process personal data of employees, associates, candidates for Company's body Members and Company's body Members.

2. 1. The legal basis for the processing of personal data is the Company's legitimate interest consisting in ensuring the implementation of the objectives set forth therein, in particular those indicated in the Introduction above, as well as ensuring observance of the Policy, seeking, establishing and defending against claims resulting from the subject-matter of the Policy, i.e. Art. 6 Sec. 1 letter f) GDPR and the necessity of compliance with a legal obligation of the Company, consisting in respecting and protecting the dignity and other personal rights of employees and non-employees, i.e. Article 6 Sec. 1 letter c) GDPR in connection with Article 11¹ of the Labour Code and Article 23 of the Civil Code.
3. 1. Personal data may be accessed and processed only by persons who have been empowered by the data controller to do so. Each person processing personal data on behalf of the Company shall be required to keep it confidential and process it only to the extent resulting from the authorization and instruction of the data controller.
4. 1. Data protection policy, registers and procedures developed and applied by the data controller shall guarantee the Company's compliance with GDPR.
5. 1. The Company warrants and represents that the processing of personal data shall not violate the dignity of the data subjects.
6. 1. The Company warrants and represents that personal data shall not be used for purposes other than those arising from the Policy.
7. 1. Personal data shall be stored no longer than for the period necessary to achieve the objectives set forth in the Policy or until the final completion of the procedure, in which the data may constitute or constitutes evidence, and then it shall be permanently deleted.

§ 9 Final Provisions

This Policy was adopted by the General Meeting of the Company under Resolution No. [Resolution number] and is effective from [date].