Corporate governance

Information on the application of Corporate Governance Principles by PayPro S.A.

PayPro S.A. has adopted Corporate Governance Principles for supervised institutions, taking into account the principle of proportionality resulting from the scale, nature and specific characteristics of the institution.

In view of the above and conducting its activities with the utmost care, PayPro S.A. declares that it fulfills its obligations under the Corporate Governance Rules, with the exclusion or partial exclusion of the Rules set out in:

• § 24(1) which states:
  It is appropriate that meetings of the supervisory body be held in Polish. If necessary, the necessary assistance of an interpreter shall be provided.
  - explaining that the meetings of the Supervisory Board of PayPro S.A. are held in English due to the composition of the Supervisory Board.
  
  
• § 29, which states:
  1. The remuneration of members of the supervisory body shall be determined in accordance with their functions and the scale of the supervised institution's activities. Members of the supervisory body appointed to committees, including the audit committee, shall be remunerated in accordance with the additional tasks performed within the committee.
  2. The remuneration of members of the supervisory body, unless prohibited by law, shall be determined by the decision-making body.
  3. The rules for remunerating members of the supervisory body shall be transparent and included in the relevant internal regulations of the supervised institution.
  
  

  - explaining that, pursuant to Article 392 of the Commercial Companies Code, remuneration for participation in the work of the Supervisory Board is optional, which is confirmed by the lack of provisions on the remuneration of Supervisory Board members in the company's articles of association and the resolution of the General Meeting. The members of the Supervisory Board of PayPro S.A. perform their duties free of charge, which is accepted by the shareholders.

• Chapter 9 - Exercise of rights from assets acquired at the customer's risk (§53-§57)
  - The deviation from the Principles of the above chapter is dictated by the fact that PayPro S.A., as a payment institution, does not conduct activities in the field of asset management at the client's risk. Due to the specific nature and character of the Company's activities, these Principles do not apply to the Company.
  

The content of the Corporate Governance Rules for supervised institutions is available on the website of the Polish Financial Supervision Authority.

Supervisory Board of PayPro S.A.

• Chairman of the Supervisory Board – Maciej Nowosielski
• Member of the Supervisory Board – Roberto Catanzaro
• Member of the Supervisory Board – Brian Partridge
• Member of the Supervisory Board – Enrico Marchini

In accordance with the Articles of Association of PayPro S.A., the Supervisory Board consists of 3 to 5 members, including the Chairman of the Supervisory Board.

Members of the Supervisory Board are appointed for a joint term of 5 years with the right to reappointment.

Management Board of PayPro S.A.

• President of the Management Board – Michał Hull
• Vice-President of the Management Board - Michał Bzowy
• Member of the Management Board – Żaklina Pawlak-Iwińska

In accordance with the Articles of Association of PayPro S.A., the Management Board consists of 2 to 5 members of the Management Board, including the President of the Management Board.
Members of the Management Board are appointed for a joint term of 5 years with the right to be reappointed.