Equnico SE — Governance Information 2019

Jul 15, 2019

Report on the application of corporate governance principles, prepared on the basis of § 242 of the Estonian Accounting Act (RT I 2002, 102, 600) prepared as part of the Report of the Management Board on the operations of RESBUD SE in 2018.

1. An indication of the corporate policy set ,which is subject to Resbud SE and the place where the text of the policy collection is publicly available.

From 1.01.2016, the company is subject to the recommendations and principles set out in the good practiceOFthe companies listed on the WSE 2016,which wasadopted by the Link No 26/1413/2015 of the Council of Gie łDY paperÓin the Worthśin Warsaw dated 13 PAŹoctober 2015, and is publicly available IPNY on the Gie websitełDY paperÓin the WorthśWarsaw S.A. at

https://static.gpw.pl/pub/files/PDF/inne/GPW_1015_17_DOBRE_PRAKTYKI_v2.pdf. The issuer does not apply other than The following principles of good corporate governance practices, including those that go beyondthe Beyond the requirements laid down by Estonian law.

2. Indication of how RESBUD SE has implemented and applies corporate governance rules.

Resbud SE applies corporate governance principles contained in the good practiceof the company listed on the WSE 2016 from the date of entry into force of these regulations.Company On 2 january 2016, THE EIB report number 1/2016 provided information on the non-application of the specific rules indicated in the corporate governance ruleset mentioned in the previous sentence.

3. An indication of the extent to which the issuer has disapplied the application of thecorporate rules together with an indication of these principles and an explanation of the reasons for the withdrawal.

Information on the state of use by the Company of recommendations and principles contained inThe set of good practiceslisted on the WSE 2016.

Accordingto thecurrent state of use of good practices , the company does not apply 3 recommendations: III. R. 1., IV. R. 2., VI. R. 1.

According to theCurrent state of use of good practices , the company does not apply the 20 rulesof application: I. Z. 1.6., I. Z. 1.7., I. Z. 1.8., I. Z. 1.9., I. Z.-1.15., and Z, Z. 3., II. Z. 4., II. Z. 8., II. Z. 10. 3., II. Z. 10.4. III. Z. 3., III. Z. 4., IV. Z. 2., IV. Z. 3., VI. Z. 4,

I. Information policy and communication with investors.

The company is committed to communicating with investors and analysts, witha clear and efficientuse of it. Information policy. To this end, it provides an easy and non-discriminatory way for anyone to access the information disclosed, useavariety of communication.

Recommendations

I.R. 1. In a situation whereCompanyknowledge of the dissemination in the media of false information, which materially affect its assessment, immediately after such knowledge is provided on its website a communication containing a position regarding these Information, unless, in the opinion of the company , the nature of the information and the circumstances of its publication give grounds for adopting another solution as more appropriate.

The recommendation is applied.

Comments of the company: The recommendation is applied in total.

I.R. 2. If Company carries out sponsorship, charity or other activities of a similar nature, and shall include in the annual activity report information on the policy in this area.

The recommendation does not apply to the company.

Comments of the company: the company in the life of The Good practice of the articles listed on the WSE 2016 does not operate in this respect.

I.R.3. The company should allow investors and analysts to ask questions and obtain - taking into account the prohibitions resulting from the applicable provisions of law - explanations on topics of interest to these people. The implementation of this recommendation may take place in the formula of open meetings with investors and analysts or in another form provided by the company.

The recommendation is applied.

Comments of the company: in this company ,you give a note to the extent permitted by law for any inquiries from shareholders and investors. Company leads with investor communication by electronic mail. There are no open meetings with investors and analysts because of this, There is no interest in the form of acquiring Information by the investor.

I.R.4. The company should make efforts, including taking all necessary steps to prepare an interim report in advance, in order to enable investors to become acquainted with the financial results achieved by it as soon as possible after the end of the reporting period.

The rule is applied.

Comments of the company: The company endeavours to make periodic reports to bemadepossibleat themosttime after the endof thereporting period.

Detailed rules I. Z.

The company carries out the corporate website and provides it, in a legible form and ina separate location, in addition to the information required by law:

I. Z. 1.1. Basic corporate documents, in particular the statute Companies.

The rule is applied.

I. Z. 1.2. composition of the management board and supervisory Board Companiesand the professional resumes of the members of those authorities, together with information on the fulfilment by members of the supervisory Board of the independence criteria.

The rule is applied.

I. Z. 1.3. The scheme of the tasks and the responsibilities between the member of the Management Board, which is a accordance with rule II. Z. 1.

The principle is applied, with the proviso that the management board of the company is single.

Commments of the Company: The company's management is single and is responsible for any sphere of activity of the company.

I. Z. 1.4. the current shareholding structure, indicating shareholders with at least 5% of the total number of votes in the company, on the basis of the information provided to the company by the shareholders in accordance with the applicable legislation.

The rule is applied.

I. Z. 1.5. current and periodic reports and Prospectlets and information memoranda, including annexes, published by the company for at least the last 5 years

The rule is applied.

I.Z.1.6. A calendar of corporate events resulting in the acquisition or limitation of rights on the part of a shareholder, a calendar for the publication of financial reports and other events significant from the investors' point of view, enabling investors to make investment decisions

The rule is not applied.

Comments of the company: The company is given a public messagein the formof a report on the available on the company's website , information about any corporate events in good time. Information in the form of a calendar in the company 's assessment is DNA.

I. Z. 1.7. Published by the company of information material on the corporate strategy and its financial results.

The rule is not applied.

Comments of the Company: The company has so far not prepared and published information materials on the Company's strategy and its financial results. The Company's financial results and business plans in the next reporting period are published by the Issuer in periodic reports, which are published by relevant reports and on the Company's websites. In addition, if necessary, the Company communicates issues regarding the strategy in the form of current reports.

I. Z. 1.8. Statements of selected financial data of the company for the last 5 yearsof activity, in a formatEnabling theprocessing of this data by their recipients,

The rule is not applied.

Comments of the company: the company gives a public message in the form of a report on periodic information about the company's financial results and Selected financial data. This informationisavailableon the Company'swebsite. Because of the identity of this information , the company does not publish them separately.

I.Z.1.9. information about the planned dividend and dividend paid by the company in the last 5 financial years, including data on the dividend day, payout dates and the amount of dividends - in total and per share, The rule is not applied.

Comments of the company : The company is given toapublic message in the formof a report, information onthe undertaken by the general meetings. These reportsareavailableon the issuer's website. A decision on dividends should be made to the general meeting.

I. Z. 1.10. Financial forecasts – if the company has made a decision on their publication – Published for at least the last 5 years, together with information on Extent of their implementation

The principle does not apply to the company.

Comments from the company: the company has so far not disputed the financial forecasts and in the near Future does not intend to the forecasts in question.

I. Z. 1.11. Information on the contents of the legal entity for the modification oftherightholder for thepurposeof The examination of financial statements , If no such rule

The rule is applied.

Comments of the company: the company applies to the rules of amendment of the entity entitled to audit financial statements resulting from the widespread regulations.

I. Z. 1.12. in the last published annual report on the statement of Companies on the application of corporate governance,

The rule is applied.

Comments of the company: A separate report on the application of corporate governance rules is a distinct annex to the Company's Annual report. These documents are available on the issuer's website.

I. Z. 1.13. information on the state of useof the recommendations and the principles contained herein, with the details ofIn that regard , the company should , on the basis of the relevant provision,

The rule is applied.

Comments of the company: the company publishes on the currentinformation on the application of the principles and recommendations contained in the good practices of listed no WSE through the EIB system.

I. Z. 1.14. materials communicated to the general meeting, including the assessments, reports and positions indicated in PRINCIPLE II. Z. 10, submitted to the general meeting by the supervisory board

The rule is applied.

I. Z. 1.15. This information includes a description of the diversity policyused byThe EU inrelation to the the company and its keymanagers; the description shouldtake into consideration the policy elementsofthe R ÓżBiological Diversityśyou like Płeate, the direction of thełage, tośprofessional experience, and soż(e) Indicateateobjectives of the policy applied RÓżBiological DiversityśCI and SposÓ(b) its implementation during the reporting period;żEliCompanynot elaboratełA and does not pursue the policy of RÓżBiological Diversityśon its website . śsuch a decision.

The rule is not applied.

Comments of the company: key personnel decisions in relation to thecompany and its key Managerare taken by theGeneral Meeting and the supervisory board.Companyas a criterion for selecting CzłOnkÓin the individualÓAuthorityÓtheIqualifications for a candidate A More to PEł determine śfunctions. Information concerningthedataof the company's organsare published in the relevant reportsInform A on the choice of the AuthorityÓin and on the websiteCompanies.

I. Z. 1.16. Information on the planned transmission of the meeting of the general meeting – notlaterthan within 7 days before the date of the general Meeting,

The rule is not applied.

Comments of the company: the company acknowledges that thecosts of transmission of general meetingmeetingsare too high. At the same point,No managementD indicates that the Company'sshareholding structure causes a lack of interest in the deliberations of the General meeting.

I. Z. 1.17. The explanatory memorandum to the draft resolution of the General Meeting concerningthematters and the decisions of theśshareholders– the within the deadline allowsżEnable A participants of the general meeting to familiarise themselves Iwith them and giveIEarłtheżDiscernation,

The rule is not applied.

Comments of the company: the company publishes draft resolutionsof General Meetings in accordance withapplicable laws. In cases where a justification fortheproject content or resolutionis required,it shall be communicated together with the draft resolutions presented to the general meeting.

I. Z. 1.18. Information onThe outcome oftheGeneral Meeting, the amendment of the deadline or the dateof thedeliberations, andalso the information on the Of the general meeting and the reasonsfor theinterruption

The rule is not applied.

Comments of the company: decision in RespectofGeneral Meetings in principle shall be taken by the shareholders, where such situation is the company publishes the relevant current reporttogether with the relevant resolution.

I. Z. 1.19. Shareholders ' questions addressed to the management Board in art. 428 § 1 or § 6 of the commercial companies code, together with the replies of the Management Board to the questions referred, or a detailed indication of the reasons for failure to respond, in accordance with rule IV. Z. 13.

The rule is applied.

I. Z. 1.20. Record of meetings of the general meeting, in the form of audio or video,

The rule is not applied.

Comments of the company: theCompany 's assessment costsare too high.Companydoes not have the necessaryItechnical infrastructure and there is no interest in recording the deliberations of the general meetings of the ńwithIStructuresIshareholdingCompanies.

I. Z. 1.21. Contact information to persons responsible forcommunication with investors, indicating their name and e-mail address or telephone number.

The rule is not applied.

Comments of thecompany: the company on its website provides contact information with which All interested parties may use. In assessing the company , it is notappropriate to extractthe contact details for the purpose of communicating with investors.

I.Z. 2. Company, which ÓRej shares classified s A to indexÓin thełWIG20 Or mWIG40, provides access to Ipnoinityyour website RÓinżin JI of the English language, at least in the range indicated in principle I.Z. 1. This policy shouldapply to companiesnot inthe aboveindex . W, jeżEli argues that the structure of their shareholding or the nature and scope of the activities łAlności.

The principle does not apply to the company.

Comments of the company: the company does not participate in the indicesWIG20 mWIG40,

II. Managementand the supervisory board

The company is headed by the Board of directorsD, itsmembersare in the interest of Responsibility for the company's activity. To the ManagementboardofThe company, youwillhave to Doso, and you should be Strategic objectives and their implementation, and to ensurea moreefficientand secure security.

The company is supervised by effective and competent supervisory advice. The members of theSupervisory boardare in the interest of the company and followin the fullopinion andTheSupervisory Board of the Council, inThe General Court, in theIt reviewsthe company 's strategy and verifies the workof the managementBoardon the Strategy and monitors the resultsof theaxis.

Recommendations

Ii. R. 1. In order to achieve the highest standards for the management and supervisory Board of companies of their responsibilities and their fulfilment in an efficient manner, the management board and the supervisory board shall be appointed by persons representing high Qualifications and experience.

The recommendation is applied.

Comments of the company: The main criterion for selecting the members of the authorities are their qualifications and experience.

Ii. R. 2. Persons who make A decision on the choiceof amemberof the Management Board of thecompany or the ateto provide comprehensiveśCI and RÓżBiological Diversityśthose authoritiesÓW, MeIamong other things, inIdem Płthe direction of thełAge and tośprofessional experience.

The recommendation is applied.

Comments of the company: the company as a criterionfor the electionof the board ofdirectorsandthememberof the supervisory boardIqualifications of the personłto the EPłfunction. Information concerningthedataof the company's organsare published on the issuer's website.

Ii. R. 3. The function of the management Board of the company shall be the main area of professional activity. The additional professional activity of the Board member shall not lead to such time and effort involvement in order to adversely affect the proper performance of the function in the company. In particular, the board member should not be a member of the bodies of other entities if the time devoted to the performance of the functions of other persons prevents him from reliably performing his duties in the company.

The recommendation is applied.

Ii. R. 4. The members of the supervisory board should be able to devote the necessary time to perform their duties.

The recommendation is applied.

Ii. R. 5. In the event of resignation or inability to act by a member of the supervisory board, the company shall promptly take appropriate action to supplement or amend the supervisory board's composition.

The recommendation is applied.

Ii. R. 6. The supervisory board, having regard to the expiry of the mandate of the members of the management board and their plans for the continuation of functions on the board, shall take steps in advance to ensure the effective functioning of the Management board .

The recommendation is applied.

Ii. R. 7. CompanyIt provides the supervisory board with the possibility of using professional, independent advisory services which, in the assessment of the Board, are necessary for its effective supervision in the company. When selecting an advisory service provider, the supervisory board shall take into account the financial situation of the company.

The recommendation is applied.

Detailed rules.

Ii. Z. 1. The internalareaof responsibilityforThe specific areas ofactivityof the company, which has beenthememberof the managementBoardshouldbe structuredinaclear and transparent way, and the scheme availableon the Company'swebsite.

The rule is applied.

Comments of the company: thePartnershipis a single managementBoardresponsible for all areasof the company's activity .

Ii. Z. 2. The members of the Management Board of the company in the boards of directors or supervisory councils of companies outside the Company's group require the approval of the supervisory board.

The rule is applied.

Ii. Z. 3. At least twomemberofthe supervisory boardshall comply with THE criteriaoftheindependentprovisionsreferred to in principle II. Z. 4.

Comments of the company: The decision to chooseThe members of the supervisory boardis the responsibility of theGeneral Meeting of shareholders. The shareholdersare Guided by the competences and the trust of the individual candidates and are appointed by theSupervisory board.CompanydependingżNośthe decision of the General Assembly mayż(e) periodically spełNiaateor not, this criterion depends on theżNośfrom the selectedłCouncil. Currently (i.e. 2018 years), the Council did notfulfilthecriteriaif only one of thecon- The Council is independentand the assessmentof the risks arising from that titlein the competence of the Wza.

Ii. Z. 4. As regards the criteria forThe independentmemberofTHE Supervisory Board,Annex II to the European Commission recommendation 2005/162/EC of 15 February 2005 concerning theroleofthe Executive director or10The member of theSupervisory board , łEk giełcommittees and the (supervisory) board. Notwithstanding paragraph 1 (b) of the documentreferred to in the previous sentence, the person whois theemployee of the company , dependent entityor affiliate, as well asthe personassociatedwith these entities with a similar Cannot be deemedtohavefulfilledthe criteria of the independentnature of the measure. ForThe purpose of pairingwith a shareholder excludingtheattachmentof apartof thesupervisory board within the meaning of this rule theactual and relevant pairingwith a shareholder holdingat least 5%of the total number of gramsofinthe SPCE.

The rule is not applied.

Comments of the company: The decision to chooseThe members of the supervisory boardis the responsibility of theGeneral Meeting of shareholders. The shareholdersare Guided by the competence and trust in thespecificcandidates appointedby theBoard of directors.CompanydependingżNośthe decision of the General Assembly mayż(e) periodically spełNiaateor not, this criterion depends on theżNośfrom the selectedł The Council's assessment and the A risks from this titlełu leży in the competence of THE WZA.

Ii. Z. 5. A member of the supervisory board shall provide the other members of the board and the Company's management board with a statement of its fulfilment of the independence criteria laid DOWN in principle II. Z. 4.

The rule is applied.

Ii. Z. 6. The supervisory board shall assess whether there are any links or circumstances which may affect the fulfilment by a member of the Council of the criteria of independence. The assessment of the fulfilment of the independence criteria by the members of the supervisory board shall be presented by the Council in accordance with rule II. Z. 10.2.

Ii. Z. 7. As regards the tasks and functioningof the Committee in thesupervisory Board, the provisionsof the Recommendations of the European Commission,as REFERRED to in principle II. Z. 4 Where the function of the Audit Committeehasbeen fully supervised by theSupervisory board, the aboverules shall apply mutatis mutandis.

The rule is applied.

Comments of thecompany: TheAudit committee is operational bythe supervisoryBoard.

Ii. Z. 8. The chairlift of theAudit Committeeshallcomply withthe criteriaof the Independent Z. 4.

The rule is not applied.

Comments of thecompany: TheAudit committee is operational bythe supervisoryBoard. The decision to chooseThe members of the supervisory boardshould bethe responsibility of the general meeting of shareholders. The shareholdersare Guided by the competence and trust in thespecificcandidates appointedby theBoard of directors.CompanydependingżNośthe decision of the General Assembly mayż(e) periodically spełNiaateor not, this criterion depends on theżNośfrom the selectedł The Council's assessment and the A risks from this titlełu leży in the competence of THE WZA

Note: on 20.10.2018 R. The supervisory board of the companyhasset upA revision of theAudit Committee,whichhasso farcompleted its tasks łAD of the supervisory board. Resolution no 01/20/10/2018ofThe supervisory board was theAudit committee intripe, i.e.: Wojciech Hetkowski –Chairman, Jacek Koralewski – człOnek, hasłgorzata Patrowicz – partof thering. In the assessment of the supervisory board, the audit committee in thePersonal area has fulfilled therequirementsset outin articles 128 (1) and 129 (1), (3) and (6) of the Act onłauditors.

Ii. Z. 9. In order to enable the supervisory Board to fulfil its tasks, the management Board of the company shall provide the Council with access to information on matters concerning the company.

The rule is applied.

Ii. Z. 10. In addition tothe activitiesresultingfrom the provision ofThe law, theSupervisory board shall, once a year, submit to the ordinary general meeting:

Ii. Z. 10.1. Assessment of the company's situation , taking into account the assessment of internal control systems, risk management, compliance and internal audit functions; This assessment shall cover all relevant control mechanisms, including in particular On financial reporting and operational activities;

The rule is applied.

• Ii. Z. 10.2. Report on the activities of the supervisory board, including at least information on:
• – The composition of the Council and its committees,
• – The fulfilment by the members of the Council of Independence criteria,
• – The number of meetings of the Council and its committees in the reporting

Period

– Self-assessment of the supervisory board's work;

The rule is applied.

Ii. Z. 10.3. Assessment of the wayin which the implementationofTheinformation ontheuse of The principles ofcorporate governance,as set outin the rules of Procedure and theprovisionson thecurrentand periodic Transmitted by the issuerin thevaluepaper;

The rule is not applied.

Comments of the company: The Supervisory board exercisesthe Company'sactivityin all its spheres, includingand above thełby SpÓłkIPart A ZKÓin the news. However, given that current information including confidential information must be reported promptly, the supervisory board is not able to continuously monitor this aspect of the Company'sactivities. For this reason, the supervisory Board recommended that those responsible for reporting should have the appropriate competences and experience.

Ii. Z. 10.4. Assessment of the rationalisationpursued bythe policy,referred to in recommendation I.R. 2, or information on the lack of Such a policy.

The rule is not applied.

Comments of the company: the companyin the life of The Good practiceof the articleslisted on the WSE 2016 does not operate in this respect.

Ii. Z. 11. The Supervisory board shall examine and give an opinion onthe matters to be adoptedbythe General meeting.

The rule is applied.

Comments of the company: The Supervisory board of the company shall, at the request ofthe shareholders or the management Companiesin the relevant cases may A toatesubject to the deliberations or matters provided for in the statuteCompanies. The principle of theExamination and opinion of all mattersrelatingto the subject matter of the resolution of the ł General meeting.

IV. Internal systems and Functions

Thecompanyhasmaintained effective systems: Internal control,Risk Management and supervision of compliance with the legalthe Law (compliance), andż(e) Effective A functionIInternal AuditIsuitable for the size of theśyouCompaniesand the nature and scale of the activitiesłAlności.

Recommendations

Iii. R. 1. The company shall extractIn its structure the entities responsible for the execution of tasks inspecificsystems or functions, unless e ExtractsIorganisational units are not justified because of the size or type of activity of the łAlnośby the SPÓłkI.

Recommendation is not applied.

Comments of the company: The Exodusof organisational units is not justified in view of the size and type of activitycarried out bythek sis.CompanyImplementationżył(a) internal systemsISuitable for largeśyouCompaniesand the nature and scale of the activitiesłAlności.

Detailed rules

Iii. Z. 1.The implementationand maintenance of effectiveInternal Controlsystem, risk management, compliance and internal audit functionsshall be the responsibility of themanagement d company.

The rule is applied.

Comments of the company: the companyhasimplemented internalsystemssuitable for the size of thecompany and the type and scale of Activity.

Iii. Z. 2. By order ofprinciple III. Z. 3, those responsible for risk management, Internal auditand complianceshall be subject directly tothepresident or to anothermember of the management A du, and soże May A provide A MożpossibilityinityDirect ReportingśSupervisory Board or audit committee.

Comments of the company: dueto the company's size, it is themodeland Structure of the Organizational A Companiesat SpÓła single management board is established A d be subject to A Cy directlyśControl Board and the ExodrIAudit Committee.

Iii. Z. 3. In relation to the person whois responsible for the auditfunctionof the internaland other tasks for theImplementationof the The principlesset outin the internationally recognised international standards for theProfessional Practice of internal auditIthree.

The rule is not applied.

Comments of thecompany: TheAudit committee is operational bythe supervisoryBoard. The decision to chooseThe members of the supervisory board and thusthe chairwoman of theAudit Committeeshallbethe responsibility of the general meeting of shareholders. The shareholdersare Guided by the competence and trust in thespecificcandidates appointedby theBoard of directors.CompanydependingżNośthe decision of the General Assembly mayż(e) periodically spełNiaateor not, this criterion depends on theżNośfrom the selectedł The Council's assessment and the A risks from this titlełu leży in the competence of THE WZA.

Iii. Z. 4. At least once a year, the person responsible for internalAudit(in the event of a withdrawalofsuch a function) and the managementBoardshallpresent Assessment of the effectivenessof the functioning of thesystemand of the functionsreferred to in principle III. Z. 1, together with the relevant report.

The rule is not applied.

Comments of the company: in the Audit Committeefunction of theSupervisory board, itsmembersareelected by the general Assembly.

Iii. Z. 5. The supervisory board shall monitor the effectiveness of the systemAND The functionsreferred to in principle III. Z. 1, based on,Among other things, the reports periodically delivered to itdirectlyby the persons responsible for those functions and the managementof the company, as RÓinżmakes an annual assessment of the effectiveness śfunctioning of these systems and functions, in accordance with the A II. Z. 10.1. Where a companyhas anaudit committee, it shall monitor the effectiveness of the systemand the functionsreferred to in principle III. Z. 1, bute does not exempt the supervisory board from the annual assessment of the effectiveness ofThese systemsand functions.

The rule is applied.

Commentsof the company: The Supervisory boardhasfully controlled All areasof theCompany.

Iii. Z. 6. Where the companydoes not haveanorganisational audit function, the Audit Committee (or the supervisory board, if itis a function of the internal orThe Audit Committee) assesses annually whether there is a need to make such a separation.

The rule is applied.

Commentsof the company: The Supervisory boardhasfully controlled All areasof theCompany.

IV. General Meeting and shareholders ' relations

Companyand its supervisory board, and shouldencourage shareholders tobeinvolved in the case of a The company,in particular the active participationin the general meeting. The general meeting should Respect the rights of shareholders and Ensure that the measures takendo not infringethe Legitimate interestsof theshareholders ' groups. The shareholders in the general meeting havemade their powers in the SposÓbnot ingood morality.

Recommendations

Iv. R. 1. The company should endeavour to complete the ordinary general meeting as soon as possible after the publication of the annual report, setting this deadline, taking into account relevant legal provisions.

The recommendation is applied.

Iv. R. 2. IfThis is justified on account of the shareholding structure orThe shareholder'sexpectations, if the company is able to provide technicalinfrastructuresfor the smooth execution of the general meeting by means of the measuresin electronic communications, it should allow shareholders to share in the general meeting by using such measuresW, indetailby:

1) The transmission of the meeting of the general meeting in real time,

2) Bilateral communication in real time,within the framework of whichshareholders may speak in the proceedings of the general Meeting, in a place other than the meeting of the General Meeting, 3) exercise, personor byNomocnika, the rightof voting in the general meeting.

Recommendation is not applied.

Comments of the company: the company recognises that thecosts of infrastructure and the transmission of the general meeting's meetingsare too high. At the same point,No managementD indicates that the Company'sshareholding structure causes a lack of interest in the deliberations of the General meeting.

Iv. R. 3. The company shallensure that, where the securitiesissued by the SPare traded in different cases, the żcountries (orin markets) and within the R ÓżAble SystemÓin the legal, execution of the event ńCorporate A the acquisition of rights on the shareholder side of the IPowałand within the same deadlines in all countriesÓRych S A they quoted.

The principle does not apply to the company.

Comments of the company: the securitiesissued by the Spare listedonly on the regulated market of the WSE S.A. in Warsaw.

Detailed rules

Iv. Z. 1. The company shall determine the place and the date of the general meeting in such a way as to enable the widest number of shareholders to attend the deliberations.

The rule is applied.

Iv. Z. 2. IfThis is justified on account of thecompany's shareholding structure, the company generally providesmeetings of the general meeting in real time.

The rule is not applied.

Comments of the company: the company acknowledges that thecosts of transmission of general meetingmeetingsare too high. At the same point,No managementD indicates that the Company'sshareholding structure causes a lack of interest in the deliberations of the General meeting.

Iv. Z. 3. Media representatives are able to present at general meetings.

The rule is not applied.

Comments of the company: the company indicates that There is no interestin the participation ofMedio inthe deliberations of the company'sgeneral meetings. In addition, in its assessment, the companyhasnot been entitled to work Of the General Assembly.

16

Iv. Z. 4. Where the management receives information on the convening of a general meeting on the basis of art. 399 § 2 – 4 of the commercial Companies Code, the Management board shall immediately carry out the activities to which it is obliged in connection with the organisation and conduct of the general meeting. The principle also applies when convening a general meeting on the basis of an authorisation issued by the Registry Court in accordance with art. 400 § 3 of the commercial Companies code.

The rule is applied.

Comments of the company: The principle was in force until 30 November 2018, i.e. until the date of transfer of the registered office to Estonia. Since then, the issuer has not applied the Polish commercial companies code.

Iv. Z. 5. The general meeting rules, as well as the manner of deliberations and resolutions, shall not impede the participation of shareholders in the general meeting and the exercise of their rights. Amendments to the rules of General Assembly should be effective at the earliest of the next general meeting.

The rule is applied.

Iv. Z. 6. The companyhas been ableto ensurethat theGeneral meeting, the amendment of the deadline or the managementofthe Interruptionor does not restrictTheshareholders exercising the right to participate in the general meeting.

The rule is applied.

Comments of the company: However, the company indicates that decisions ontheinterruption of the meeting of the general Meeting Shareholders and the chairman of theGeneral meeting.

Iv. Z. 7. A break in the deliberations of theGeneral Meeting may onlytake place in specific situations, eachAppliance indicated in the explanatory memorandumto themanagement Of the interruption, the disputeshallbe based on thereasons provided by the shareholder requestingthe Interruption management.

The rule is applied.

Comments of the company: However, the company indicates that decisions ontheinterruption of the meeting of the general Meeting Shareholders and chairmanof theGeneral Meeting,whoshall decide on the indication in the resolution of the statement of reasons for the managementof theinterruption of deliberations.

Iv. Z. 8. TheGeneral Meeting on the managementof theinterruption indicatesnot the deadline for resuming the deliberations, the deadline for which cannotconstitute a barrier to the The participation of shareholders, including minority shareholders, intherenewed deliberated by theMajority.

The rule is applied.

Comments of the company: the company indicates that decisions regardingtheinterruption of the meeting of the general Meeting Shareholders andThe chairman of theGeneral Meeting,whoshall decide on the date of resuming the deliberations.

Iv. Z. 9. The companyhas made an effortto ensure that the draft resolution of the General Meetingis The shareholders have a resolution with thediscernings They have. In the event that the placement of a case in thedeliberations of theGeneral meeting is followedbya shareholder or shareholder, the managementD or the chairman of theGeneral Meetingshall ask for the justification of the proposed resolutionon the relevant issues or Maybein theshareholders 'notice, theCompany submits thejustification, unless Otherwise provided by To shareholders, the information thatitwill provideto you with thediscernings.

The rule is applied.

Comments of the company: the managementBoard is to publish the Justes-śyouCompaniesDesignÓin the resolutionłGeneral Meetingsń.

Iv. Z. 10. The exercise of shareholder powers and the manner in which they are exercising their powers shall not impede the proper functioning of the Company'sorgans.

The rule is applied.

Iv. Z.11.Czmembers of the board of directors and theSupervisory board participate in the deliberations of the general Meeting Questions asked during the general meeting.

The rule is applied.

Comments ofthe company: members ofthe Company'sbodiesshall endeavour toensure thatthey can participate In the deliberations of the general meeting, however,dueto the fact that repeatedly held meetings of the companyare on request or in Established by the shareholders, the provisionof the office of thebodyAppliance in the deliberations of the general meeting of the is difficult.

Iv. Z. 12. The Management board should present to the participants of the ordinary general meeting the financial results of the company and other relevant information contained in the financial statements subject to approval by the general meeting.

Iv. Z. 13. If the shareholder requests information about the company, no later than 30 days, the management board of the company is obliged to reply to the shareholder's request or Inform him of the refusal to provide such information if the management Board has decided on the basis of art. 428 § 2 or § 3 of the commercial companies code.

The rule is applied.

Iv. Z. 14. The resolutionof theGeneral Meeting should ensure that the necessarytemporaryseparationbetween the decisions giving riseto a specificCorporate events, and the dates onwhich the shareholders ' rights arisingfrom these Corporate incidentsaredetermined.

The rule is applied.

Comments of the company: However, the company indicates that decisions on the contents of the General Meetingshareholders.

Iv. Z. 15. The generalmeeting on the issue of shares with a collection right should specify the emission price or the mechanism for its determination,Commitment A in ateauthority to do sożto be determined before the date of the right of collection, the deadline forżEnable A CYMIinvestment decision.

The rule is applied.

Comments of the company: However, the company indicates that decisions on the contents of the General Meetingshareholders.

Iv. A. 16. The dividend and the time-limitsfordividends should be fixed so that the periodbetween them would notbethan 15 working days. The determinationof thelength of timebetween these deadlines requires justification.

The rule is applied.

Comments of the company: However, the company indicates that decisions on the contents of the General Meetingshareholders.

Iv. Z. 17. TheGeneral Meeting concerning thepayment of acontingent dividend maycontain only such conditionsas to thepossible destructionof thePi before the dividend date.

Comments of the company: However, the company indicates that decisions on the contents of the General Meetingshareholders.

Iv. Z. 18. The generalmeeting on the division of the nominal value ofshares should not determine the new nominal valueofshares at a levellower than0.50 with a very low Unit value,it is worthtouse the śyou A Markets A these actions, which, as a consequence, mayłmay constituteateHazardżfor the right łOwośand ReliableśValuationCompanieslisted on thełDzie.

The rule is applied.

Comments of the company: However, the company indicates that decisions on the contents of the General Meetingshareholders.

V. Conflicts of interest and transactions with related Parties

For the purposes of thischapter, defined isassumedtobe a subsidiary of theInternational These accounting standardsARE adopted inaccordance with Regulation(EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application ofInternational Accounting Standardsśthe company should have transparent procedures for the prevention of conflicts of interestand the conclusion of transactions with entitiesthe possibilityof conflictsof interest. Procedures should provide for the identification of such situations, their disclosure Management.

Recommendations

V.R. 1. A member of the management board or of the supervisory board should avoid professional or postemployment activity which could lead to a conflict of interest or adversely affect its reputation as a member of the company's bodyand, in Where a conflict of interest arises should immediately disclose it.

The recommendation is applied.

Detailed rules

V.Z. 1. Żno shareholder should be ateprivileged relative to the otherłshareholders in respect of transactions concluded by the ÓłkIwith its shareholders or entities A Zanymi.

Comments of the company: managementD indicates that the shareholdingstructure and the profile of the These companies are the same and may be transactions with theCompany's ownshareholder , which does not mean, however,ż(e) Its position in this regard is privileged.

V.Z. 2. A member of the board of directors or of the supervisory board shall inform the management or supervisory board accordingly of the conflict of interest or the possibility of its creation and shall not take part in the vote on the resolution in respect of which the person may experience Conflicts of interest.

The rule is applied.

V.Z. 3. A member of the management board or of the supervisory board may not accept any advantage which could affect impartiality and objectivity in its decision-making or negatively impact the assessment of the independence of its opinions and courts.

The rule is applied.

V.Z. 4. If a member of the management board or the supervisory Board considers that the decision, respectively, of the management board or the supervisory board, is contrary to the interests of the company, he may require the board meeting of the Management or supervisory board of his Position on the subject.

The rule is applied.

V.Z. 5. Before the company concludes a substantial contract with a shareholder holding at least 5% of the total number of votes in a company or a related party, the Management Board shall request the supervisory board to agree to such a transaction. The supervisory board shall assess the impact of such a transaction on the interests of the companybefore agreeing. The above obligation is not subject to typical and market-based transactions in the course of operating activities of the company with entities within the Company'sgroup of companies. Where a decision on the conclusion by a company of a substantial contract with a related party is taken by a general meeting, the Company shall, before taking such a decision, ensure that All shareholders have access to the information necessary to Assess the impact of the transaction on the Company'sinterests.

The rule is applied.

V.Z. 6. Companyit lays down in the internal regulations the criteria and circumstances in which a company may be confronted with a conflict of interest, as well as rules on dealing with conflicts of interest or the possibility of its occurrence. The Company's internal regulations take into account, inter alia, ways of preventing, identifying and resolving conflicts of interest as well as the exclusion of a member of the management board or of the supervisory board from participating in the case or threatened conflict of interest.

The rule is applied.

VI. Salaries

The company has a remuneration policy at least for the partof thecompanyorgan and the keyThe remuneration policyis defined in termsof theform, structure and manner of the To determine the remunerationof the company 's bodies and the keymanagersof the

Recommendations

Vi. R. 1. The remuneration of thememberofthe company andof the key managersshouldbe This remuneration policyń.

Recommendation is not applied.

Comments ofthe company: the company'ssize, organisational structure and scope of activitiesin SP the"remuneration policy" of wages and salarieshasnotbeen developed for a specificmemberthecompanybodyshall take into consideration the tasksto be carried out and the assessment of their implementation, as appropriate for the management Thesupervisory board, forThe members ofthe Council , the General meeting of the shareholders of the company.

Vi. R. 2. Remunerationpolicy should be related tothe strategy of the company, its objectives, CREko-Longterminterests and outcomes, and the sameshouldbe the case for theday of the resolution ofthein-depthAvoid discrimination for any reason.

The recommendation is applied.

Comments ofthe company: the size ofthe company, the organisational structure and the scopeof the The "remuneration policy" of salaries for non-membercompanies wasnot developedin the the company's bodies shall take into consideration the tasksassigned to them and the assessment of their implementationThe Supervisory board, forThe members ofthe Council , the general Meeting of shareholders of the company.

Vi. R. 3. Ifthe remuneration committee functions in the Supervisory board, the principle II shall apply in respect of its functioning. Z. 7.

The recommendation is applied.

Comments of the company: the function of the remuneration committee in thefullSupervisory board.

Vi. R. 4. The level of remuneration of the members of the Management board and of the supervisory board and of the key managers should be sufficient to acquire, maintain and motivating persons with the necessary competences to manage and supervise the company properly. Remuneration should be adequate for the tasks entrusted to individual persons and take into account additional functions such as Work in the committees of the Supervisory board.

The recommendation is applied.

Detailed rules

Vi. Z. 1. Incentive schemes should be designedto cover,among other things ,The level of remunerationofthemember of the company and its keymanagersfrom the actual,long-term financial situation of the company andthefor shareholders and the stability of thecompany 's economic viability, itis

The principle does not apply to the company.

Comments of the company: in theceofthis incentive programs.

Vi. Z. 2. In orderto compensatefor the remunerationof themanagementBoard andof the key Business and financial objectives of thecompany,the period between the award of an option incentive scheme or other instrument The company's shares, and May be implemented at a minimum of 2 years.

The principle does not apply to the company.

Comments of the company: in theceofthis incentive programs.

Vi. Z. 3. Remuneration of members of the supervisory board should not be dependent on options and other derivatives, or any other variable component, and should not be subject to the Company'sperformance.

The rule is applied.

Vi. Z. 4. The company shall, in its activity report, provide areport on the remuneration policy, containingatleast: 1) General information on how toacceptThis in theremuneration system,

2) information on the conditions and theheight of theremunerationof eachmemberof themanagementboard, broken downby fixedand variableremuneration, indicating the key parameter of theÓin determining the variablesłComponentÓremuneration and principles ofłchecks and otherłLiabiśthe titlełu A employment relationship, order or other legal relationship of a similar nature– the separately forCompaniesand KażEach unit enter the A More inład Group Networkł,

3) information on the use ofThe specific member of the Management boardand the keynon-financial managers of thecom- ComponentÓin wages,

(4) An indication of the material changeswhich, within thelast financial year, arein the remuneration policy, or information on their absence,

(5) The assessment of the functioning of the remuneration policy from the point of view of the achievement of its objective,for shareholders and the stability of thecompany's businesses.

The rule is not applied.

Comments ofthe company: the company publishes informationon the remuneration of a member of theCompany according to theInternational Accounting Standards, you will be in compliance withthese regulations.

Note: on 20.10.2018 The supervisory board of thecompanyhasset upa revision of theAudit Committee, the tasks of which have alreadybeen carried out by the Supervisory board. Resolution no 01/20/10/2018ofThe supervisory board was theAudit committee intripe, i.e.: Wojciech Hetkowski –Chairman, Jacek Koralewski – człOnek, hasłgorzata Patrowicz – partof thering. In the assessment of the supervisory board, the audit committee in thePersonal area has fulfilled therequirementsset outin articles 128 (1) and 129 (1), (3) and (6) of the Act onłauditors.

4. Description of the management and supervisory bodies, the composition of their committees and the organisation of their work.

4.1 The Executive Body of the company is the board. The Management board of the company in accordance with the provisions of the Statute may consist of 1 to 4 members. The board was single in 2018. It consisted of Mrs. Anna Kajkowska. This authority directs the company's activities, it represents myself outside. The Board members shall elect the Supervisory Board, which shall also decide on the remuneration of the board members. The Board of Directors did not have any committees or responsibilities between members, given that the management Board was single in 2018.Each member of the Board Companiesmay represent the company independently in all legal acts, if the resolution of the supervisory board is not specified otherwise. In the event that the Management board of a company consists of more than two (2) members, the supervisory board shall appoint the Chairman of the board. Meetings of the Management Board shall have a quorum if it involves more than half of the board members. The decisions of the Management Board shall be adopted by simple majority. Each board member has one vote. The vote of the Chairman of the Board shall be decisive in the event of equal distribution .A member of the board may resign at any time. Resignation is submitted to the supervisory board.

The detailed rules governing the functioning of the Board are governed by generally applicable Estonian law, the company Statute and the management board. The last two documents are available on the website of the issuer www.resbud.pl.

4.2 The supervisory board is the supervisory authority of the company . The scope of its duties shall be the planning of the company's activities, assistance in organizing the company 's management and exercising oversight of management activities. The supervisory board had to consist of 5 to 9 members at the time when the company was established in the Republic of Poland. From the date of transfer of the company to Estonia, the supervisory board may consist of 3 to 7 members. This body is appointed by the general meeting of the company. The term of the supervisory board is 5 years.

Meetings of the supervisory board shall take place where appropriate, but not less than one time in three months. Notice of convening of a meeting of the supervisory board shall be sent at least seven days before the date of the planned meeting and shall contain the agenda proposed by the Chairman of the supervisory board. A meeting of the supervisory board has a quorum if it involves more than half of the members of the supervisory board. The resolutions of the Supervisory Board shall be adopted by simple majority. The vote of the Chairman of the supervisory board shall be decisive in the event of equal distribution. The supervisory board shall have the right to adopt resolutions without convening a meeting if all members of the supervisory board agree. The procedure for adopting resolutions is as follows: The Chairman of the supervisory Board sends a draft resolution to all members of the supervisory board, setting a deadline within which a member of the supervisory board must submit a written position. If a member of the supervisory board does not submit in respect of the resolution of his or her vote in favour or against within the prescribed period, he shall be deemed to have voted against the resolution. The resolution is accepted if more than half of the members of the supervisory board voted in favour of the resolution. The consent of the supervisory board is required for the company 's management to approve the company's budget and risk management principles; Acquisition or disposal of any asset whose value exceeds 100 000 euro in one or more related transactions; To agree to the terms and conditions of the members of the management board and to decide to enter into a legal dispute with a member of the Management Board and to designate the person entitled to represent the company in such a dispute, giving consent to Any transaction the value of which exceeds 100 000 euro in one or more related transactions; Giving consent to the borrowing or lending or other debt obligations of a company or the acquisition by a company of liabilities, the value of which exceeds 100 000 euro in one or more related transactions; Establishment and closure of foreign subsidiaries, representations or other entities of the company; Acquisition or divestiture of any type of undertaking or termination of business or the conclusion of such transactions, which may result in future acquisitions or disposals of undertakings or the termination of business Enterprise The creation or acquisition or merger with other undertakings or the disposal of subsidiaries or the transfer, sale or imposition in any other way of parts and associations of subsidiaries or termination of the activities of subsidiaries.

Detailed rules for the functioning of the supervisory board are defined by the company statute and the Supervisory board rules available on the Issuer www.resbud.pl website.

Since the composition of the supervisory board does not exceed 5 persons before the transfer of the company to Estonia , the functions of the Audit committee up to the date of the year of 20.10.2018 are entrusted to the entire composition of the supervisory board. On 20.10.2018 R. The supervisory board of the company decided to appoint an audit committee in three-person composition, namely: Wojciech Hetkowski – Chairman, Jacek Koralewski – Member, Małgorzata Patrowicz – member. In the assessment of the supervisory board, the audit committee in the selected personal composition fulfils the requirements set out in 128 paragraph. 1 and art. 129 paragraph. 1, 3, 5 and 6 of the Polish Statutory Auditors Act.

The Audit committee conducts the monitoring of auditing of financial statements by the statutory auditor and includes an audit on how to draw up the Management Board report from the Company's activities and prepare the relevant resolutions The ordinary general meeting of shareholders.

5. Description of the main features of internal audit and risk management systems in connection with the process of preparing annual accounts.

Theissuer's management with a simplified structure and a relatively limited amount of Financial risks did not developand did not introduce a written procedure for the internal control systemand risk managementfor thereportingofHowever, the issuer with the utmost diligence approaches the issue of financial reporting to the point.

Thecompany 's management is responsible for the internal control systemin the Spand its effectiveness in terms of the correctFinancialstatements and periodic reports. Financial statements and reports Periodic basisoffinancial data derivedfrom the financially-funded system, wherethey are recorded according to the rules of the This accounting policyścompatible with Set A about Accountingści.

The control of the correct conductofPeriodic financial statements iscarried out by the independentcourse of the AuditorÓannual financial audits and on each of theżde PÓłAnniversaryśRÓAnnual Browsing A Dom Reporańfinancial resources.

The management board also took the action of the supervisory Board and the audit Committee to the extent indicated in paragraph 4.2 of this report.

The financial statements aremade by the professional entityy, in 2018 the issuer used the services of the officesandthestatutory auditor "Galex",theserviceproviderof an outsourcing contract for the benefit of the Issuer. With the services of aSpecialised Office, the managementBoardshall be providedwith theexternal adviceofthe Any problemarisingout of the proper management of theCompany's activities, suchas Financial statements , including Quarterly,Annual and annual financial statements and tax issues.

6. Indication of the owners of the shares which confer specific audit powers and a description of those entitlements.

All shares of the company are ordinary shares. No series of shares shall confer any special powers on shareholders who have such audit powers. The statutes of the Company shall also not confer any powers on the shareholders, and in particular the powers relating to the audit of the company.

7. Any restrictions on the transfering of the issuer's shares and the exercise of voting rights.

According to the best knowledge of the board of RESBUD SE in 2018, there were no restrictions on the transfering of shares or in the exercise of voting rights from the shares of the issuer. The information held by the Management board shows that all shareholders holding shares had the right to vote at the general meeting of the company.

8. Regulations concerning the amendment of the companyStatutes.

In 2018, Resbud SE changed its headquarters from the Republic of Poland to Estonia. Until 30 November 2018, i.e. Until the company's seat was in Polish, the amendment of the Statute was based on the provisions of the Polish Commercial companies code. Under Polish law, the amendment of the statutes required the resolution of the general Meeting and the registration in the commercial register. The resolution on the amendment of the statutes required a majority of 3/4 votes.

Since the transfer of the Company'sregistered office to Estonia, i.e. from 30 November 2018 the company statute has changed. In addition, changesto the statutes have changed.According to the Estonian Trade Code, a resolution of the general Meeting is required by a majority of 2/3 votes to amend the statutes. The Statutes of the company do not foresee further requirements for such a resolution. Also in accordance with the current company § 300 (2) of the Estonian Commercial Code to amend the statutes is required entry in the commercial register.

The current copy of the statute can be found on the Company's website www.resbud.pl. A copy of the statute can also be obtained from the Estonian Commercial register at https://ariregister.rik.ee/.

9. Authority of board members including authorisation to increase capital and issue shares.

The Board of Directors did not have any specific powers in 2018 including entitlement to capital increase and issuance of shares.

10. Diversity policy.

The company did not introduce diversity policy. The reason for this is the minimum number of employees employed. In the company organ, diversity issues are explained in section 3 for the description of principle II.R.2.

Bartosz Stradomski Chairman of the Management Board RESBUD SE