Report on the activities of the Supervisory Board of Bank Ochrony Środowiska S.A. in 2020 Warsaw, May 2021 1 KLAUZULA POUFNOSCI: BOŚ Wewnętrzne Contents: 1. Members of the Supervisory Board in 2020 page 3 2. Number of Supervisory Board meetings held in 2020 page 4 3. Activity and members of Supervisory Board Committees page 5 3.1. Internal Audit Committee page 5 3.2. Remuneration and Nomination Committee page 8 3.3. Ecology Committee page 10 3.4. Risk Committee page 12 3.5. Strategy and Development Committee page 15 4. Self-assessment of the work of the Supervisory Board in page 16 2020 page 19 5. Information on the fulfilment of independence criteria by members of the Supervisory Board 6. Information on the fulfilment of criteria set out in Art. 129.1 page 20 and 129.5 of the Act of 11 May 2017 on Auditors, Audit Companies and Public Supervision by members of the Supervisory Board 7. Report of the Supervisory Board on the assessment of 2020 statements of the Bank and the Capital Group of BOŚ S.A. in page 21 terms of their conformity to books, documents and facts, as well as the Management Board’s request on the coverage of loss recognised as at the end of 2020 Appendixes: 1) Appendix No. 1 - Assessment of the situation of the Bank in 2020, including the assessment of internal control systems, risk management, compliance and internal audit functions; 2) Appendix No. 2 - Report on the application of the Remuneration Policy in 2020, including a decision-making body’s draft assessment whether the Remuneration Policy is in favour of the Bank’s development and security 3) Appendix No. 3 - Assessment of the reasonability of the Bank’s sponsoring, charity or other similar policies or information on the lack of such a policy 4) Appendix No. 4 - Assessment of the application of the “Principles of Corporate Governance for Supervised Institutions” issued by the Polish Financial Supervision Authority on 22 July 2014 by Bank Ochrony Środowiska S.A. and the manner in which Bank Ochrony Środowiska S.A. fulfils its information obligations regarding the application of principles of corporate governance set out in the Rules of Giełda Papierów Wartościowych w Warszawie S.A. and in regulations on current and periodic information provided in 2020 by issuers of securities 2 KLAUZULA POUFNOSCI: BOŚ Wewnętrzne During the reporting period, the Supervisory Board of Bank Ochrony Środowiska S.A. supervised the Bank’s operations in accordance with legal requirements and the Articles of Association of Bank Ochrony Środowiska S.A. 1. Members of the Supervisory Board in 2020 Members of the Supervisory Board as at 1 January 2020: 1) Wojciech Piotr Wardacki, Chairman of the Supervisory Board 2) Katarzyna Danuta Lewandowska, Vice-chairwoman of the Supervisory Board 3) Andrzej Grzegorz Matysiak, Secretary of the Supervisory Board Members: 4) Iwona Beata Duda 5) Janina Kazimiera Goss 6) Ireneusz Purgacz 7) Radosław Paweł Rasała 8) Piotr Sadownik 9) Paweł Sałek 10) Emil Stanisław Ślązak During the year, the composition of the Supervisory Board changed as follows: 1. Ms Iwona Beata Duda filed her resignation as member of the Supervisory Board of BOŚ S.A. as of 12 May 2020. 2. Ms Katarzyna Danuta Lewandowska filed her resignation as member of the Supervisory Board of BOŚ S.A. as of 15 June 2020. 3. On 16 June 2020 and then on 15 September 2020 the Supervisory Board delegated Mr Emil Stanisław Ślązak, Member of the Supervisory Board, to temporarily act as a President of the Management Board for the period from 18 June 2020 to 16 September 2020, at the latest, and then for the period from 17 September 2020 to 16 December 2020, at the latest. During the period Mr Emil Stanisław Ślązak, Member of the Supervisory Board, was delegated to act as the President of the Management Board, ended on 9 November 2020, i.e. as of the appointment of Mr Wojciech Józef Hann as the Vice-president of the Management Board of the Bank, who became responsible for the management of the Management Board’s work. 4. On 5 August 2020: 1) the Supervisory Board appointed Mr Ireneusz Purgacz as the Vice- chairman of the Supervisory Board; 2) the Extraordinary Meeting of Shareholders of BOŚ S.A. (called to be held on 5 August 2020 and then continued, after a break, on 17 and 25 August 2020): − dismissed Mr Radosław Paweł Rasała from the Supervisory Board as of 5 August 2020; − appointed Mr Przemysław Bednarski as a member of the Supervisory Board as of 5 August 2020; − appointed Mr Piotr Adam Wróbel as a member of the Supervisory Board as of 5 August 2020; 3 KLAUZULA POUFNOSCI: BOŚ Wewnętrzne − appointed Mr Marcin Adam Jastrzębski as a member of the Supervisory Board as of 25 August 2020; 5. Mr Przemysław Bednarski filed his resignation as member of the Supervisory Board of BOŚ S.A. as of 17 October 2020. 6. The Extraordinary Meeting of Shareholders of BOŚ S.A. (called to be held on 14 October 2020 and then continued, after a break, on 19 October 2020): - dismissed Mr Andrzej Grzegorz Matysiak from the Supervisory Board as of 19 October 2020; - appointed the following members of the Supervisory Board as of 19 October 2020: o Mr Leszek Banaszak; o Mr Robert Krzysztof Czarnecki; o Ms Marzena Koczut. 7. On 28 October 2020, the Supervisory Board appointed Mr Paweł Sałek as Secretary of the Supervisory Board. 8. On 5 November 2020, Mr Piotr Sadownik submitted his resignation as member of the Supervisory Board as of the end of the meeting of the Supervisory Board held on 6 November 2020. 9. On 16 December 2020 the Supervisory Board decided to delegate Ms Marzena Koczut, Member of the Supervisory Board, to temporarily perform duties of a member of the Management Board from 21 December 2020 till the end of the Management Board member qualification process, however at the latest till 21 March 2021. In connection with the above changes, as at 31 December 2020, the composition of the Supervisory Board was as follows: 1) Wojciech Piotr Wardacki, Chairman of the Supervisory Board 2) Ireneusz Purgacz, Vice-chairman of the Supervisory Board 3) Paweł Sałek, Secretary of the Supervisory Board Members: 4) Leszek Banaszak 5) Robert Krzysztof Czarnecki 6) Janina Goss 7) Marcin Adam Jastrzębski 8) Marzena Koczut (as of 21 December 2020, delegated to temporarily perform duties of a member of the Management Board) 9) Emil Stanisław Ślązak 10) Piotr Adam Wróbel Events after the balance sheet date: On 10 February 2021, Ms Marzena Koczut resigned from the post of a member of the Supervisory Board of Bank Ochrony Środowiska S.A. as she was appointed as the Vice-president of the Management Board of the Bank. 2. Number of Supervisory Board meetings in 2020 While fulfilling obligations connected with ongoing supervision over the Bank’s activities, in 2020 the Supervisory Board met 14 times, including two-day meetings (i.e. 17 meetings in total), on: 4 KLAUZULA POUFNOSCI: BOŚ Wewnętrzne − 22 January − 4 March − 13 May − 21-28 May (2 days) − 16 June − 29 July − 5 August − 9 -15 September (2 days) − 14-19 October (2 days) − 28 October − 6 November − 25 November − 9 December − 16 December. Given the state of epidemic, some of Supervisory Board meetings were held in a hybrid way by the use of means of direct remote communication. In addition, in 2020, the Supervisory Board voted on resolutions outside the meeting 6 times on: 23 March – 1 April 22 – 24 June 13 – 17 August 9 – 14 September 16 – 18 November 23 – 28 December. 3. Activity and members of Supervisory Board Committees 3.1. Internal Audit Committee (IAC) The Committee operated on the basis of the Rules entitled “Organisation and duties of the Internal Audit Committee” adopted by the Supervisory Board and an annual action plan of the Internal Audit Committee. Members of the Internal Audit Committee in 2020: − Wojciech Piotr Wardacki, Chairman of the Committee − Emil Stanisław Ślązak1, Vice-chairman of the Committee − Iwona Beata Duda, Member of the Committee (till 12 May 2020) − Katarzyna Danuta Lewandowska, Member of the Committee (till 15 June 2020) − Ireneusz Purgacz, Member of the Committee − Przemysław Bednarski, Member of the Committee (from 5 August to 17 October 2020) − Leszek Banaszak, Member of the Committee (since 6 November 2020). 1 in the period from 18 June to o 15 September and from 17 September to 8 November 2020 Mr E. Ślązak was delegated to temporarily fulfil the obligations of the President of the Management Board of the Bank. 5 KLAUZULA POUFNOSCI: BOŚ Wewnętrzne In 2020 the Internal Audit Committee met on a need-to-meet basis (however at least once a quarter), depending mainly on progress in the fulfilment of the Committee’s action plan and the Bank’s ongoing needs. In 2020 the Committee met 13 times, which was documented in the minutes of the meeting. All Committee meetings in 2020 were held off-line. The 2020 action plan of the Internal Audit Committee was fully implemented. The Committee meetings were attended by the President of the Management Board (in the period from 18 June to 8 November 2020, a member of the Supervisory Board delegated to act as the President of the Management Board), the Head of the Internal Audit Department, the Head of the Compliance Department or persons acting on their behalf, as well as the Head of the Accounting Department, if issues discussed were related to accounting and financial reporting. In addition: − five Committee meetings were attended by representatives of the Auditor, i.e.