Corporate Governance

1. The Supervisory Board shall be the standing supervisory authority of "Netia" S.A. with its registered seat in Warsaw (the "Company").
2. The Company's Supervisory Board exercises permanent, general supervision over the Company’s activities in all aspects of its business and performs its obligations on the basis of the Company's Statute, resolutions of the General Shareholders' Meetings and the regulations of law.
3. The By-laws shall define the Supervisory Board's procedures of operations, if these operations are not otherwise regulated by the mandatory provisions in force, as referred to in § 1 item 2 of these By-laws.

1. A Member of the Supervisory Board, while performing his/her duties, first and foremost should take into the consideration the interests of the Company.
2. The Supervisory Board takes appropriate steps to receive from the Management Board regular and sufficient information on any crucial matters regarding the Company’s activities as well as on any risk connected with the conducted activities and the methods of risk management.
3. Each year, the Supervisory Board submits to the General Meeting a concise evaluation of the Company’s standing, including the evaluation of the internal control system and the significant risk management system. The evaluation should be made available to the Company’s shareholders within such a period of time that will allow them to become acquainted with it before the Ordinary General Meeting.
4. Each year, the Supervisory Board prepares and presents to the Ordinary General Meeting an evaluation of its work, including work of Supervisory Board committees.
5. The Supervisory Board reviews and presents opinions on issues subject to resolutions of the General Meeting.
6. A General Meeting shall be attended by members of the Supervisory Board who can answer questions submitted at the General Meeting.
7. A member of the Supervisory Board should not resign from this function if this action could have a negative impact on the Supervisory Board’s capacity to act, including the adoption of resolutions by the Supervisory Board.
8. A Supervisory Board member should provide the Management Board, not later than at the first Supervisory Board meeting following his/her election, with a statement regarding amongst others an independence of the Supervisory Board member and his/her financial, family or other connections with a Shareholder possessing more than 5% of a total number of votes at the General Meeting. A Supervisory Board member should immediately inform the Management Board on every change of the information included in the statement by providing the Management Board with the updated version of the statement. Regardless of the above, members of the Supervisory Board are obliged to submit any other statements necessary for the Company to fulfill its disclosure obligations. The obligation of submitting the statements, as mentioned above, also applies to former Supervisory Board members and regards the period of time they performed the function of Supervisory Board member.
9. A Supervisory Board member shall inform the remaining members of the Supervisory Board of any conflict of interest and shall refrain from [participating in discussions as well as] casting votes in the case of voting on the resolution on an issue in which a conflict of interest has arisen. The violation of the provisions in the previous sentence does not cause invalidity of the Supervisory Board resolution. In case of doubt as to whether the conflict of interest exists or not, the matter is resolved by the Supervisory Board by undertaking a resolution.
10. The Supervisory Board members should maintain confidentiality of any information they have become acquainted with while performing their duties as members of the Supervisory Board. The information shall not be made available by the Supervisory Board members to other persons, if this is not necessary for the proper performance of their duties as a member of the Supervisory Board.
11. Information regarding the Supervisory Board is published on the Company’s corporate website, in particular professional CVs of the Supervisory Board members, Supervisory Board By-laws, information regarding the Supervisory Board committees, attendance list at the Supervisory Board meetings, information known to the Management Board based on the statement of the Supervisory Board member on the connections of such Supervisory Board member with a Shareholder possessing more than 5% of a total number of votes at the General Shareholders’ Meeting.

1. The Chairperson and the Vice-Chairperson shall be elected by the Supervisory Board from amongst the members of the Supervisory Board in a simply majority vote.
2. The Chairperson of the Supervisory Board is responsible for: (i) performing tasks related to the fulfilment of the functions by the Company's Supervisory Board, (ii) maintaining contacts with the Company's Management Board, (iii) representing the Supervisory Board as regards third parties.
3. The Chairperson of the Supervisory Board shall convene, open and conduct the meetings of the Supervisory Board and has a right perform other procedural rights normally associated with such office. In case of the absence of the Supervisory Board Chairperson, meetings shall be opened and conducted by the Vice-Chairperson of the Supervisory Board.
4. The Chairperson shall have the casting vote in the event of a deadlock among the members of the Supervisory Board.
5. The Chairperson of the Supervisory Board shall inform other members of the Supervisory Board on the results of his review of the activities and the implementation of the tasks, as referred to in § 3 point I item 2 of these By-laws from time to time.
6. The Vice-Chairperson of the Supervisory Board shall perform the functions of the Chairperson of the Supervisory Board set forth in this Statute in case the mandate of the Chairperson of the Supervisory Board expires for any reason until new Chairperson of the Supervisory Board is elected, as well as during his/her illness or when he/she is temporarily unable to fulfill their duties.

1. Members of the Supervisory Board shall perform their rights and duties in person.
2. At least two members of the Supervisory Board shall be independent members in the meaning of the Company’s Statute and at least two members of the Supervisory Board shall meet the criteria of being independent from the Company and entities with significant connections with the Company, in the meaning of the Code of Best Practice for WSE Listed Companies.

1. Meetings of the Company's Supervisory Board are held at:
   
   a.  at the Company's seat in Warsaw, at ul. Poleczki 13, or
   b.  another location designated by the Chairman of the Supervisory Board either on the territory of the Republic of Poland and abroad.
2. Meetings of the Supervisory Board may be held by means of direct communication media (such as telephone, video conferencing and other) ensuring simultaneous communication and mutual identification between all the members of the Supervisory Board present. Subject to § 6 item 3 hereof, the resolutions adopted in accordance with the procedure described in the preceding sentence shall be binding if signed in accordance with § 6 item 3 of these By-laws by each member of the Supervisory Board taking part in such meeting.
3. Meetings of the Company's Supervisory Board shall be convened by the Chairperson, or in cases described in § 3 point I item 3 or 6, the Vice-Chairperson of the Supervisory Board:
   
   a.  at least every three months, or
   b.  at the written request of any member of the Supervisory Board delivered to the Chairperson of the Supervisory Board, or
   c.  at the written request of the Management Board delivered to the Chairperson of the Supervisory Board.
4. The Chairperson or the Vice-Chairman of the Supervisory Board shall designate the date of the meeting of the Supervisory Board in the circumstances defined in § 4 item 3 point (b) and (c) of these By-laws for a date not later than the fourteen (14) days after the receipt of the written request from the authorized entity.
5. If the meeting of the Supervisory Board is not convened by the Chairperson or the Vice-Chairperson in accordance with of these By-laws § 4 item 3 and 4, the right to convene such a Supervisory Board meeting may be exercised by any member of the Supervisory Board and in the circumstances defined in § 4 item 3 (c) also by the mover.
6. In case when neither the Chairperson, nor the Vice-Chairperson, due to absence or due to incapability of performing their duties resulting from other reasons, can:
   
   a.  convene the meeting of the Supervisory Board, any other member of the Supervisory Board or the President of the Management Board has the right to convene the meeting of the Supervisory board,
   b.  neither open nor conduct the Supervisory Board meeting, the Supervisory Board meeting shall be opened by the President of the Management Board and shall be conducted by a Supervisory Board member elected by the Supervisory Board members attending the meeting.
7. A member of the Supervisory Board is obligated to participate in Supervisory Board meetings. A member of the Supervisory Board shall provide the Chairperson of the Supervisory Board with the information on the reasons of his/her absence and such information is included in the minutes of the Supervisory Board meeting.

1. The notification of the Supervisory Board's meeting should specify the date, time, venue, and agenda of the meeting. The notice may be delivered by mail, by facsimile, by courier or otherwise to each member of the Supervisory Board not later than 7 (seven) days prior to the date of the meeting. The notification of the Supervisory Board's meeting may also be made orally, provided however that, for the purposes of evidencing such a fact, the notification is later delivered in writing before the meeting by mail, facsimile, courier or otherwise. Meetings of the Supervisory Board may be held without formal convening if all the members of the Supervisory Board agree to such meeting and the proposed agenda. Written notice of a Supervisory Board meeting shall be deemed to include a notice sent by electronic mail to the address indicated by the given Supervisory Board member.
2. It is not necessary to send notifications of a consecutive meeting of the Supervisory Board if all members of the Supervisory Board are present at the meeting and all of them agree to convene the next meeting setting its agenda, date and time.
3. The Company's Management Board shall prepare all printed materials to be discussed at given Supervisory Board's meeting and distribute such materials to all members of the Supervisory Board at least 7 days before the date of the meeting.
4. Each member of the Supervisory Board may in writing or verbally during the meeting demand that the Chairperson include certain matters on the agenda of the next meeting.

1. The Supervisory Board meetings shall only take resolutions in respect of matters which were included in the notice as specified in § 5 item 1 of these By-laws, unless members of the Supervisory Board present at the meeting agree to include new matters to the agenda and to vote for such matters. Resolutions of the Supervisory Board may be undertaken in writing or by means of direct communication media. Members of the Supervisory Board may also vote on Supervisory Board resolutions in writing via another member of the Supervisory Board. Voting in writing via another member of the Supervisory Board shall not apply to issues introduces to the agenda at the meeting of the Supervisory Board. Voting in writing via another member of the Supervisory Board, undertaking resolutions in writing or by means of direct communication media shall not apply to election of the Chairperson and Vice-Chairperson of the Supervisory Board, election of the Management Board member as well as dismissal and suspension of such persons.
2. Resolutions of the Supervisory Board should be signed by all the members of the Supervisory Board present.
3. Members of the Supervisory Board participating in the meeting in the manner defined in § 4 item 2 of these By-laws should receive, within 7 (seven) days, copies of the resolutions adopted at that Supervisory Board's meeting and return the signed resolutions within 14 (fourteen) days to the Chairperson of the Supervisory Board or to the President of the Company or to the person responsible for the Supervisory Board servicing authorised by the Chairman of the Supervisory Board at the Company's address. The Chairperson of the Supervisory Board may, if justified,
   
   a.   shorten the above deadlines, or
   b.   allow members of the Company's Supervisory Board to sign the copies of the adopted resolutions at the following Supervisory Board meeting.
4. A resolution of the Supervisory Board is binding, if:
   
   a.   a quorum is present at the meeting of the Supervisory Board, as described in § 17 section 3 of the Company's Statute, or any replacement thereof,
   

   b.   a resolution is adopted when absolute majority of votes cast in favour of such resolution and abstentions shall be counted as votes cast,
   

   c.   at least one of the Independent Members of the Supervisory Board votes in favour on the matters listed in § 16 item 3 i), and
   d.   in the events when resolution is adopted in matters not included in the agenda of the meeting, such resolution is valid provided that the Supervisory Board's members not attending at such meeting have been informed on the content of such resolution and accept including it in the agenda.
5. Voting shall be open unless the votes are cast on personal matters, in which case voting shall always be conducted by secret ballot, unless at least one of the members of the Supervisory Board demands that the voting be conducted by secret ballot.
6. The method of voting by secret ballot shall be determined by the Chairperson of the Supervisory Board.

1. Minutes of the Supervisory Board's meetings shall be taken and they shall contain:
   
   a.  the agenda,
   b.  the wording of all motions made by the Supervisory Board's members,
   c.  the results of the votes on such motions,
   d.  wording of the adopted resolutions, and
   e.  details regarding:
   

        i.     the number of members of the Supervisory Board present,
        ii.    the number of votes cast in favour and against the resolutions, and
        iii.   the number of abstaining votes.
2. The attendance register shall be signed after the meeting commences, first by the Chairman and then by all members of the Supervisory Board present. The Chairman shall record in the minutes who, out of those participating, attends in the manner defined in § 4 item 2 of these By-laws.
3. The minutes shall be signed by the Chairman of the Supervisory Board and other members of the Supervisory Board participating in such meeting after the Supervisory Board's meeting is ended, but not later at the next Supervisory Board's meeting, subject to § 8 item 5 below.
4. The following shall be attached to the minutes:
   
   a.  the attendance register,
   b.  the resolutions of the Supervisory Board, and
   c.  all relevant documents, including evidence of the meeting being convened.
5. The minutes of the Supervisory Board meetings, with the exclusion of the wording of the adopted resolutions, are subject to approval at the next meeting of the Supervisory Board. If changes in the composition of the Supervisory Board exclude the possibility of approving the minutes by more than 50% votes cast in favour by those Supervisory Board members present at the previous meeting, then signing of the minutes by the Chairman and other members of the Supervisory Board participating in such meeting as described in § 8 item 3 above shall be deemed as approval of such minutes.

1. The Company's Management Board shall provide the Company's Supervisory Board with secretarial assistance, premises, technical means of telecommunication and give other assistance required during the Supervisory Board's meetings.
2. Documents related to meetings of the Supervisory Board are kept in the offices of the Company's Management Board.

1. The Supervisory Board may elect permanent or ad hoc committees which shall act as collective advisory and opinion forming bodies of the Supervisory Board.
2. The following permanent Committees shall operate within the Supervisory Board:
   (a) Audit Committee, (b) Nomination and Remuneration Committee, (c) Capex Committee and (d) Strategic Committee.
3. Members of a committee are elected by the Supervisory Board from amongst its members.
4. Members of a committee appoint by resolution a chairperson of the committee from amongst its members.
5. Each committee shall consist of at least two members except the Audit Committee which shall consist of at least three members.
6. The first meeting of a committee shall be called by the Chairperson of the Supervisory Board or other member of the Supervisory Board appointed by him/her.
7. The chairperson of the committee manages the work of the committee. He/she shall supervise the preparation of the agenda of the committee meeting, organization of document circulation and preparation of the minutes of the committee meeting. The above duties shall be executed with the help of the Management Board Office.
8. Meetings of the committee shall be convened by its Chairperson and in the case of his long term absence or inability to perform his functions, the meeting is convened by the Chairperson of the Supervisory Board or other member of the Supervisory Board appointed by him. The Chairperson is also responsible for inviting members of the committee to the meeting and to inform all other Supervisory Board members about the meeting. All members of the Supervisory Board have the right to attend the committee meeting.
9. The notification of the meeting shall be submitted to the members of the committee and other members of the Supervisory Board not later than seven days before the committee meeting and in urgent cases not later than one day before the committee meeting.
10. The chairperson of the committee may invite to a committee meeting Management Board members, the Company’s employees and other persons whose participation in the meeting shall be useful in respect of the performance of the committee’s tasks.
11. Resolutions of the committee shall be adopted by a simple majority of votes cast. In the case where an equal number of votes “for” and “against” have been cast the chairman of the committee shall have the casting vote.
12. Members of the committee may vote regarding the adoption of a resolution in person by attending the meeting, or by means of direct remote communication means.
13. The committee meeting shall be recorded in the form of the minutes of the meeting, which shall be signed by the Supervisory Board members present at the committee meeting. The minutes of a meeting shall contain resolutions, conclusions and reports of the committee. The minutes of the committee’s meetings are to be stored in the Company’s headquarters. Copies of the minutes shall be submitted by the Company to each Supervisory Board member.
14. The Chairperson of a committee or a person appointed by him/her submits to the Supervisory Board resolutions, conclusions and reports within the scope of the Agenda of the Supervisory Board.
15. The Chairperson of a committee or a person appointed by him/her is authorised to request from the Supervisory Board an adoption of a resolution on drawing up evaluations or opinions for the committee’s needs within the scope of its activities or on hiring an advisor.

1. At least one member of the Audit Committee shall be independent member in the meaning of the act on expert auditors and at least one member of the Audit Committee shall be independent from the Company and entities with significant connections with the Company, in the meaning of the Code of Best Practice for WSE Listed Companies. In both of the above meanings independent member shall be competent and have qualifications in accountancy, finance and finance revision.
2. The Audit Committee’s tasks are advising the Supervisory Board on matters regarding the proper implementation of the principles of budget and financial reporting and the Company’s and its Capital Group internal audit (within the meaning of the provisions on accounting) as well as cooperation with the Company’s authorised auditors. In particular, the Audit Committee’s tasks are the following:
   
   (a)   monitoring of the financial reporting process in the Company as well as overall and comprehensive review of the Company’s periodic and annual financial statements (unconsolidated and consolidated),
   (b)   discussing any problems or reservations which may arise from the audit of financial statements,
   (c)   analysing the Company’s authorised auditor’s letters to the Management Board, analysing the independence and objectivity of the accomplished audit and the Management Board responses,
   (d)   monitoring the integrity of the financial information provided by the Company, in particular by reviewing the relevance and consistency of the accounting methods used by the company and its group (including the criteria for the consolidation of the accounts of companies in the group);
   (e)   before the beginning of each annual financial statement audit, discussing with the Company’s authorised auditors the nature and scope of the audit as well as monitoring the coordination of work between the Company’s authorised auditors;
   (f)   reviewing at least annually the internal control, internal audit and risk management systems, in particular with a view to ensuring that the main risk (including those related to compliance with existing legislation and regulations) are properly identified, managed and disclosed;
   (g)   ensuring the effectiveness of the internal audit functions, in particular by making recommendations on the selection, appointment and removal of the head of the internal audit department and on the department’s budget, and by monitoring the responsiveness of the Company’s Management to its findings and recommendations;
   (h)   analysing the internal auditors’ reports and internal analysts’ main observations, the Management Board responses to these observations as well as checking the internal auditors’ level of independence;
   (i)   monitoring the work of the Company’s authorized auditors and making recommendations to the Supervisory Board in relation to the selection, appointment, reappointment and removal of the external auditor by the competent body, and to the terms and conditions of his engagement;
   (j)   monitoring the external auditor’s independence and objectivity, in particular by reviewing the audit firm’s compliance with applicable guidance, relating to the rotation of audit partners, the level of fees paid by the Company, and other related regulatory requirements;
   (k)   keeping the nature and extent of non-audit services under review, based inter alia on disclosure by the external auditor of all fees paid by the Company and its group to the audit firm and network, with a view to preventing any material conflicts of interest from arising;
   (l)   reviewing the effectiveness of the external audit process, and the responsiveness of the Company’s Management to the recommendations made in the external auditor’s letter to the Management;
   

   (m)   investigating the issues giving the rise to any resignation of the external auditor, and making recommendations as to any required action;
   

   (n)   annual review of the internal audit schedule, internal and external auditors work coordination, and inspection of the internal auditors’ work conditions;
   (o)   cooperation with the Company’s departments, responsible for audit and checking, as well as periodic assessment of their work,
   (p)   reviewing management accountancy systems;
   (r)   consideration of any other matters regarding the Company’s audit, highlighted by the Committee or the Supervisory Board;
   (s)   reviewing process of fulfilling by the Company of legal requirements regarding a possibility of submitting by employees an information on significant irregularities within the Company in a form of a complaint or an anonymous report, and providing mechanisms of a proportional and independent examination of such cases in order to take a possible remedial steps;
   (t)   informing the Supervisory Board of any significant issues regarding the activities of the Audit Committee.
3. The meetings of the Audit Committee shall take place at least once each quarter, prior to the Company’s publication of financial statements.

1. The Nomination and Remuneration Committee’s tasks are to support achieving the Company’s strategic goals by giving to the Supervisory Board opinions and conclusions regarding the shape of the management structure, including organisational matters, issues on remuneration policy and selection of personnel matching the qualifications necessary to build the Company’s success. In particular, the Committee’s tasks are the following:
   
   (a)   reviewing of solutions regarding the nomination (election) system of the Management Board members;
   (b)   reviewing the policy of the Management Board for selection and appointment of the senior management;
   (c)   reviewing of submitted by the Management Board solutions regarding the Company’s management system, with respect to ensuring effectiveness, cohesion and secure management of the Company,
   (d)  periodic reviewing and giving recommendations on setting rules for the incentive scheme for the Management Board members and senior management, in compliance with the Company’s interests,
   (e)  periodic reviewing of the remuneration system of the Management Board members and senior management reporting directly to the Management Board members, including managerial contracts and incentives schemes; submitting to the Supervisory Board suggestions on policy concerning managerial contracts and incentives schemes in the context of execution of the Company’s strategic goals,
   (f)   making proposals to the Supervisory Board on suitable forms of contracts for the Management Board members;
   (g)  presenting to the Supervisory Board opinions regarding justifications for granting pay dependent on results upon assessment of the level of achievement of Company tasks and goals;
   (h)  assessing the Company’s human resources management system;|
   (i)   assessing periodically the skills, knowledge and experience of individual members of the Management Boar, and reporting on this to the Supervisory Board.

(a)  areas of future development for the Company;
(b)  mergers and acquisitions;
(c)  review of all other areas or matters which have a strategic dimension for the Company.