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Asseco Business S A : Corporate Governance Statement 2025
Asseco Business S A : Corporate Governance Statement

About this update from Asseco Poland S.a.
Corporate Go v ernance Statement Asseco Business Solutions S.A. 2025 Contents Indication of the corporate governance rules adopted by Asseco Business Solutions S.A 3 Non-application of certain corporate governance principles 3 Description of the main characteristics of internal control and risk management with respect to the process of preparing financial statements and consolidated financial statements. 9 Shareholders holding significant direct or indirect shareholdings. 10 Indication of holders of any securities with special control powers, along with the description of those powers. 11 Indication of any restrictions on the transfer of ownership of the Company's securities. 12 Description of the rules governing the appointment and dismissal of executives and rights thereof. 12 The rules of amending the Articles of Association 13 Description of the activity of the General Meeting and its main powers and of the rights of shareholders and their exercise. 13 Description of the activities of the executive and supervisory or governance bodies of the Company and their committees along with the disclosure of the composition of these bodies and changes occurred in them over the last financial year 17 Diversity policy applied to the executive, management and supervisory bodies of the Company 26 Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 2 Indication of the corporate governance rules adopted by Asseco Business Solutions S.A . In 2025 Asseco Business Solutions S.A. applied the corporate go v ernance rules set forth in The Code of Best Practice for WSE Listed Companies 2021 , adopted by Resolution No. 13/1834/2021 of the Board of the Warsaw Stock E x change on 29 March 2021; the full te x t is a v ailable at: http://www.corp-go v .gpw.pl and dobre_praktyki_spółek_notowanych_na_gpw_2021.pdf (assecobs.pl) . Pursuant to § 29(3) of the Warsaw Stock E x change Rules, on 30 July 20 21, Asseco Busines s Solutions S.A. made public a report containing information on the status of application by Asseco Business Solutions S.A. of the principles contained in The Code of Best Practice for WSE Listed Companies 2021; the report is a v ailable at: gpw_dobre_praktyki_asseco_business_30_07_2021.pdf (assecobs.pl) . On 5 March 2024, the Company published a report updating information on the status of application by Asseco Business Solutions S.A. of the principles in The Code of Best Practice for WSE-Listed Companies 2021; the report is posted at: GPW_dobre_praktyki_ASSECO_BUSINESS_20240305-1.pdf Non-application of certain corporate governance principles In 2025 the Issuer did not apply the following corporate go v ernance principles set forth in The Code of Best Practice for WSE Listed Companies 2021, adopted by Resolution No. 13/1834/2021 of the Warsaw Stock E x change on 29 March 2021: Disclosure Policy, In v estor Communications Principle 1.3.1.: Companies integrate ESG factors in their business strategy, including in particular: en v ironmental factors, including measures and risks relating to climate change and sustainable de v elopment: The principle is not applied. The Company does not ha v e a business strategy in place that takes ESG into account, including en v ironmental issues, measures and risks related to climate change, and sustainable de v elopment. Gi v en the nature of the Company ' s core business (office acti v ity in practice), the potential impact of this acti v ity on en v ironmental issues, including climate change, is insignificant. At the same time, the Company is aware of how serious and rele v ant en v ironmental issues are. For this reason, it takes supporting action in this regard, in particular, by optimizing its resources (electricity, water, use of office supplies, waste segregation, etc.). Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 3 In addition, the Company does not rule out that the subject of ESG will be included in its strategy prospecti v ely. Principle 1.3.2.: In its business strategy, the Company also takes account of the ESG domain, in particular social and employee factors, including, among others, actions undertaken and planned to ensure equal treatment of women and men, decent working conditions, respect for employees' rights, dialogue with local communities, customer relations. The principle is not applied. The Company does not include social and employee factors in its business strategy; howe v er, it undertakes a number of acti v ities to ensure proper working conditions, respecting employees ' rights, and customer relations on an ongoing basis. In particular, the Company seeks to pre v ent cases of discrimination and cares for good relations with customers and contractors. What follows, the Company approaches all employees equally, regardless of their race, nationality, religion, gender, age, se x ual orientation, disability, or political outlook. Decisions concerning employees are objecti v e, and employee ' s knowledge, achie v ements, competence, and attitudes are gi v en priority. In addition, the Company does not rule out that the subject of ESG will be included in its strategy prospecti v ely. Principle 1.4.: To ensure quality communications with stakeholders, as a part of the business strategy, companies publish on their website information concerning the framework of the strategy, measurable goals, including in particular long-term goals, planned acti v ities and their status, defined by measures, both financial and non-financial. ESG information concerning the strategy should among others: The principle is not applied. Information on the Company ' s operations, including its strategic plans, are made a v ailable on the Company ' s website and in disclosed current and periodic reports. The Company does not publish long-term financial goals and how these goals are measured. The Company sets annual financial goals; the achie v ement criteria are set annually in the Company ' s budget plan. Very good financial results achie v ed by the Company (including by its indi v idual organizational units) confirm that the methods of defining financial goals are right. As said in the comment to Principle 1.3. The Company does not include ESG in its strategy. Principle 1.4.1.: Information on the ESG strategy should clarify how the decision-making processes of the company and its group members integrate climate change, including the resulting risks: The principle is not applied. The Company does not take into account climate change in its decision-making processes for reasons gi v en in the comment to Principle 1.3. Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 4 Principle 1.4.2.: Information on the ESG strategy should present the equal pay inde x for employees, defined as the percentage difference between the a v erage monthly pay (including bonuses, awards and other benefits) of women and men in the last year, and present information about actions taken to eliminate any pay gaps, including a presentation of related risks and the time horizon of the equality target. The principle is not applied. Gi v en that the Company does not ha v e an ESG strategy in place (in accordance with the comment to Principle 1.3.2), the Company does not keep such statistics and does not publish any equal pay inde x , including information on action taken to eliminate any pay gaps between the a v erage monthly remuneration of women and men, does not present any related risks and the time horizon in which it plans to achie v e equality. At the same time, the Company wishes to clarify that any pay differences in the Company ' s organization result from the nature of the industry, the types of positions held, and the market dynamics of pay fluctuations in v arious areas of employment. The structure of employment in certain positions, e.g. in IT or office functions, shows that women may outnumber men (and v ice v ersa) in particular business areas. Therefore, the publication of the equal pay inde x for the entire Company (and e v en for separate employee groups, such as e x ecuti v es, other employees), in accordance with the abo v e principle, would be unreliable. Despite the lack of publication of the inde x , the Company would like to emphasize that as regards remuneration arrangements it applies market standards, taking into account the employee ' s e x pertise and competence as well as the position held and substanti v e contribution to the Company ' s de v elopment, and it follows the principle of equal pay for women and men holding the same positions. Management Board, Super v isory Board Principle 2.1.: Companies should ha v e in place a di v ersity policy applicable to the management board and the super v isory board, appro v ed by the super v isory board and the general meeting, respecti v ely. The di v ersity policy defines di v ersity goals and criteria, among others including gender, education, e x pertise, age, professional e x perience, and specifies the target dates and the monitoring systems for such goals. With regard to gender di v ersity of corporate bodies, the participation of the minority group in each body should be at least 30%. The principle is not applied. The Company has not drawn up a di v ersity policy for the members of its management board and super v isory board. The main criteria for selecting members of the management board by the super v isory board is the requirement to ensure such a composition of the former that would enable the effecti v e pursuit of business goals in the Company ' s market segments; the members of the management board must ha v e appropriate competences and e x perience in the industry in which the Company operates. The Super v isory Board e x ercises a general super v ision o v er the Company ' s operations. In addition, as regards the selection of members of the super v isory board, the Company must ensure that it is primarily in line with the Act on Statutory Auditors, Audit Firms, and Public O v ersight. The current composition of the Company ' s management board (stable for many years) and the super v isory board has been effecti v e in fulfilling their duties. This is confirmed by the v ery good financial results achie v ed by the Company and by the fact of obtaining v otes of appro v al during Ordinary General Meetings. The Company declares equal access to the functions held by all candidates. Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 5 It respects equal opportunities, regardless of candidates ' gender or age, and therefore, it does not apply the gender differentiation criterion. At the same time, the Company ensures that there is no discrimination on grounds on religion, outlook, gender, education, age, and professional e x perience. Principle 2.2.: Decisions to elect members of the management board or the super v isory board of companies should ensure that the composition of those bodies is di v erse by appointing persons ensuring di v ersity, among others in order to achie v e the target minimum participation of the minority group of at least 30% according to the goals of the established di v ersity policy referred to in Principle 2.1. The principle is not applied. The Company has not drawn up a di v ersity policy for the members of its management board and super v isory board. The main criteria for selecting members of the management board by the super v isory board is the requirement to ensure such a composition of the former that would enable the effecti v e pursuit of business goals in the Company ' s market segments; the members of the management board must ha v e appropriate competences and e x perience in the industry in which the Company operates. The Super v isory Board e x ercises a general super v ision o v er the Company ' s operations. In addition, as regards the selection of members of the super v isory board, the Company must ensure that it is primarily in line with the Act on Statutory Auditors, Audit Firms, and Public O v ersight. The current composition of the Company ' s management board and the super v isory board has been effecti v e in fulfilling their duties. This is confirmed by the v ery good financial results achie v ed by the Company and by the fact of obtaining v otes of appro v al during Ordinary General Meetings. The Company offers equal access to the functions held by all candidates. It respects equal opportunities, regardless of candidates ' gender or age, and therefore, it does not apply the gender differentiation criterion. Principle 2.7.: Company's management board members may sit on corporate bodies of companies other than members of its group subject to the appro v al of the super v isory board. The principle is not applied. The principle is not applied to entities other than competitors. Under internal regulations, a member of the management board is required to obtain the consent of the super v isory board to engage in business competiti v e to the Company, including participation in competiti v e companies as a general partner or member of corporate bodies of such a company. The aforesaid does not apply to the participation of members of the management board in entities other than competiti v e ones. Keeping in mind Principle 2.6., which says that performing a function in the Company ' s management board is the main area of professional acti v ity of a management board member, possible participation in the corporate bodies of other entities (not competiti v e), does not, in the Company ' s opinion, conflict with the reliable performance of duties in the Company. Principle 2.11.6: In addition to its responsibilities laid down in the legislation, the super v isory board prepares and presents an annual report to the annual general meeting once per year. The aforesaid report contains, at least, information on the e x tent of implementation of the di v ersity policy in relation to the Management Board and the Super v isory Board, including the achie v ement of the objecti v es referred to in Principle 2.1. Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 6 The principle is not applied. The Company does not ha v e a di v ersity policy in place co v ering the members of the management board and the super v isory board. Internal Systems and Functions Principle 3.6.: The head of internal audit reports organisationally to the president of the management board and functionally to the chair of the audit committee or the chair of the super v isory board if the super v isory board performs the functions of the audit committee. The principle is not applied in full. The Company has an internal auditor (independent position). The internal auditor reports to the Chairperson of the Audit Committee. Organisation-wise, howe v er, the internal auditor reports to the member of the management board responsible for the back office and not to the president of the management board. At the same time, the Company underlines that the internal auditor has direct and unconstrained access to senior e x ecuti v es and the super v isory board. Principle 3.10.: Companies participating in the WIG20, mWIG40 or sWIG80 inde x ha v e the internal audit function re v iewed at least once e v ery fi v e years by an independent auditor appointed with the participation of the audit committee. The principle is not applied. The super v isory board of the Company, including the Audit Committee, monitors the effecti v eness of the internal audit function, internal control systems, and risk management system, including in the area of financial reporting and operational acti v ity, based on, but not only, information pro v ided periodically by the management board of the Company. The super v isory board, including members of the Audit Committee, may obtain the Company ' s internal auditor ' s work plans, rele v ant e x planations, both current and periodic reports on undertaken and completed acti v ities in indi v idual areas of the Company, etc., which contributes to ensuring the effecti v e monitoring of the internal audit function. Based on that, the super v isory board performs an annual assessment of the internal audit function. Gi v en the aforesaid, the Company does not consider it necessary to perform an additional re v iew of the audit function by an e x ternal auditor, and the assessment of the internal audit function by the super v isory board, including by the Audit Committee, is deemed sufficient. General Meeting, Shareholder Relations Principle 4.1.: Companies should enable their shareholders to participate in a general meeting by means of electronic communication (e-meeting) if justified by the e x pectations of shareholders notified to the company, pro v ided that the company is in a position to pro v ide the technical infrastructure necessary for such general meeting to proceed. Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 7 The principle is not applied. The Company does not enable its shareholders to participate in the general meeting using electronic communication means (e-GM). So far, the Company's shareholders have not registered a need to hold general meetings in this form. In addition, the Company's experience with regard to the organization of general meetings (including the many years' participation of a specific group of shareholders, mainly institutional ones) shows no need to provide such solutions. However, if the shareholders so require, the Company will consider the possibility of applying this principle. Principle 4.3.: Companies pro v ide a public real-life broadcast of the general meeting. The principle is not applied. The Company does not offer a public real-life broadcast of the general meeting. So far, the Company ' s shareholders ha v e not v oiced e x pectations regarding the broadcasting of the proceedings of general meetings. In addition, the Company ' s e x perience with regard to the organization of general meetings (including the many years ' participation of a specific group of shareholders, mainly institutional ones) shows no need to pro v ide such solutions. Howe v er, if the shareholders so require, the Company will consider the possibility of applying this principle. Principle 4.8.: Draft resolutions of the general meeting on matters put on the agenda of the general meeting should be tabled by shareholders no later than three days before the general meeting. The principle is not applied. Draft resolutions of the general meeting regarding matters included in the GM agenda are published by the Company along with a current report. They supplement the agenda and are posted on the Company ' s website. The Company may not limit the shareholders ' rights under Article 401§4 and 5 of the Code of Commercial Companies and Partnerships, according to which draft resolutions should be submitted before the date of the general meeting. The Company will take steps to encourage shareholders to submit draft resolutions in ad v ance (in particular by appending appropriate information to the announcement on con v ening a general meeting). Remuneration Principle 6.2i: Incenti v e schemes should be constructed in a way necessary among others to tie the le v el of remuneration of members of the company's management board and key managers to the actual longterm standing of the company measured by its financial and non-financial results as well as long-term shareholder v alue creation, sustainable de v elopment and the company's stability. Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 8 The principle is not applied. Variable pay of members of the management board is determined and paid on the basis of the Remuneration Policy of the Members of the Management Board and Super v isory Board of Asseco Business Solutions S.A. adopted by the General Meeting of the Company. Detailed terms and conditions for granting, calculating, and payment of the v ariable part of remuneration for members of the management board of the Company are determined by the super v isory board in contracts concluded between the members and the Company. In accordance with these terms, members of the management board may recei v e v ariable fees, depending on the Company ' s financial results which raise the Company ' s v alue for shareholders. Howe v er, the Company does not intend to make the le v el of this remuneration contingent upon non-financial results or sustainable de v elopment. The Company applies similar principles in relation to its key managers, for whom, if v ariable fees are paid, they depend, in most cases, on the financial performance of the Company ' s organizational units headed by indi v idual managers. Very good financial results achie v ed by the Company confirm that the adopted bonus policy for members of the management board, as well as for key managers, are right. Principle 6.3.: If companies' incenti v e schemes include a stock option programme for managers, the implementation of the stock option programme should depend on the beneficiaries' achie v ement, o v er a period of at least three years, of pre-defined, realistic financial and non-financial targets and sustainable de v elopment goals adequate to the company, and the share price or option e x ercise price for the beneficiaries cannot differ from the v alue of the shares at the time when such programme was appro v ed. The Company does not offer a stock option scheme for managers. Description of the main characteristics of internal control and risk management with respect to the process of preparing financial statements and consolidated financial statements. Asseco Business Solutions S.A. prepares separate and consolidated financial statements in accordance with the International Financial Reporting Standards ("IFRS"). The Company maintains a system of internal control that enables an efficient and reliable flow of financial and non-financial information between indi v idual organizational units of the Company. Super v ision o v er the process of preparation of financial statements and periodic reports is e x ercised by the CFO responsible for finance. The internal functional control is e x ercised by each employee and his or her immediate superior and focused on quality and accuracy of information prepared for the financial statements. The responsibility to prepare annual and interim financial statements rests with the qualified Reporting Team. Preparation of financial statements is a planned process. The basis of the preparation of separate financial statements are the Company ' s accounts in which transactions are recorded in accordance with the accounting policy based on the International Financial Reporting Standards. The Company monitors changes made to the e x ternal rules and regulations relating to the requirements of the stock e x change reporting and prepares for their introduction well in ad v ance. Each time the scope of data required for the reporting co v ers the area indicated by and resultant from the regulations Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 9 concerning periodic information pro v ided by the issuers of securities. When preparing the financial statements, the following control action is taken: assessment of significant and non-standard transactions in terms of their impact on the Company's financial position and the manner of presentation in the financial statements, re v iew of the adequacy of assumptions made to the e v aluation of estimated v alues, a comparati v e and content analysis of financial data, v erification of the arithmetic consistency and integrity of data, analysis of the completeness of disclosures. The prepared financial statements are transferred for preliminary v erification by the Chief Financial Officer and subsequently for final v erification and appro v al by the the entire Management Board. In accordance with applicable law, financial statements are subject to an audit and re v iew by an independent certified auditor of high and recognized qualification who, ha v ing completed the audit, submits his or her findings and obser v ations to the Management Board and the Audit Committee and issues an opinion and report on the audit/re v iew for the Shareholders, the Audit Committee and the Super v isory Board. Selection of the entity to audit/re v iew the Company's financial statements is made in a way to ensure its independence. The majority of the abo v esaid internal control procedures is supported by an integrated, corporate management computer system. The internal control principles described abo v e apply accordingly in relation to the Company's sustainability reporting. The obligation to prepare sustainability reports is fulfilled by the ESG Reporting Team in cooperation with the Reporting Team. Shareholders holding significant direct or indirect shareholdings. The shareholders of Asseco Business Solutions S.A. holding, directly or indirectly through subsidiaries, at least 5% of the total v ote at the General Meeting of Shareholders, according to the number of shares and their participation in the share capital on the date of these financial statements, disclosed in the notices ser v ed to the Company pursuant to Article 69 of the Act on public offering, conditions go v erning the introduction of financial instruments into organised trade and on public companies, are listed in the table below: Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 10 Shareholders Number of shares Share in shareholding Number of v otes Share in v otes Asseco Enterprise Solutions a.s. 15,528,570 46.47% 15,528,570 46.47% Allianz Polska Otwarty Fundusz Emerytalny managed by Powszechne Towarzystwo Emerytalne Allianz Polska S.A. 3,988,862 11.94% 3,988,862 11.94% Generali Otwarty Fundusz Emerytalny managed by Generali Powszechne Towarzystwo Emerytalne S.A. 3,360,531 10.06% 3,360,531 10.06% Other shareholders 10,123,527 30.29% 10,123,527 30.29% Asseco Business Solutions S.A. - own shares (*) 416,703 1.24% 416,703 1.24% 33,418,193 100.00% 33,418,193 100.00% (*) Own shares acquired under the share buy-back programme announced on 3 September 2024 for the purpose of the Executive Incentive Scheme intended for the Members of the Management Board and Company's key executives and left in the Company as at 31 December 2025, following the attribution of shares to participants in the Executive Incentive Scheme for the financial year 2024 covered by the scheme. In accordance with Article 364(2) of the Code of Commercial Companies and Partnerships, Asseco Business Solutions S.A. does not exercise the rights attached to its own shares. Indication of holders of any securities with special control powers, along with the description of those powers. There are no securities conferring special control powers with respect to the Company. Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 11 Indication of any restrictions with respect to the exercise of voting rights. The Company's shares do not impose any restrictions on the e x ercise of v oting rights. Pursuant to Article 7(3) of the Articles of Association of Asseco Business Solutions S.A., each share is entitled to one v ote at the General Meeting. Indication of any restrictions on the transfer of ownership of the Company's securities. The Company's shares do not impose any restrictions on the transfer of ownership. Pursuant to Article 8 of the Articles of Association of Asseco Business Solutions S.A., shares are transferable and may be encumbered with limited material rights. Howe v er, the shares acquired by the participants in the E x ecuti v e Share Scheme for Members of the Management Board and Company's key e x ecuti v es for the years 2024-2026 established in the Company in 2024 are, pursuant to the regulations of the scheme adopted by a resolution of the Company's Super v isory Board of 23 September 2024, as well as the pro v isions of the participation agreements in the scheme concluded by the scheme participants, subject to a temporary restriction on transfer (lock-up) for a period not e x ceeding two years from the date of acquisition of a specific tranche of shares. Description of the rules governing the appointment and dismissal of executives and rights thereof. According to the Articles of Association of the Company and Section II of the Rules of Procedure of the Management Board of Asseco Business Solutions SA, the Management Board consists of one to se v en members, including the President, Vice-presidents, and Members of the Management Board. They are appointed for a joint term of four years. According to Article 13(10)(8) of the Articles of Association of Asseco Business Solutions S.A., the Members of the Management Board are appointed and dismissed by the Super v isory Board by secret ballot; the Super v isory Board also defines members' roles. Each Member of the Management Board may be elected for another term. Mandates of the Members of the Board e x pire no later than on the date of the General Meeting appro v ing the financial statements of the Company for the last full financial year when the Management Board Members performed their functions. In accordance with the Company ' s Articles of Association and Section III(6) of the Rules of Procedure of the Management Board of Asseco Business Solutions S.A., the Management Board manages the acti v ities of the Company, manages its assets and represents the Company e x ternally in all matters falling outside the competence of the Super v isory Board and the General Meeting. The Members of the Management Board perform their duties in person. Guided by the interests of the Company, the Management Board determines the strategy and the main objecti v es the Company and submits them to the Super v isory Board, assuming the responsibility for their implementation and performance. The Management Board ensures the transparency and efficiency of the Company management Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 12 system and the managing of its affairs in accordance with the law and best practice. The Rules of Procedure of the Management Board of Asseco Business Solutions S.A. are a v ailable at: www.assecobs.pl in the In vestor tab. The e x ecuti v es ha v e no right to decide on the issue or repurchase of shares. 6 . The rules of amending the Articles of Association The amendment of the Articles of Association, including the adoption of resolutions on the increase and decrease of the share capital, falls within the competence of the General Assembly as pro v ided in Article 430 et seqq of the Code of Commercial Companies and Partnerships with regard to the pro v isions of the Act on public offering, conditions go v erning the introduction of financial instruments to organised trading, and public companies, the Act on trading in financial instruments and the Act on capital market super v ision. The General Meeting's resolution on the amendment of the Articles of Association concerning the relocation of the registered seat requires the appro v al of the shareholder Maciej Maniecki in order to be v alid. The personal entitlement referred to in the preceding sentence should be e x ercised through a declaration submitted by the shareholder to the minutes of the General Meeting immediately before the adoption of the resolution on the matter. Description of the activity of the General Meeting and its main powers and of the rights of shareholders and their exercise. The General Meeting is the supreme body of the Company. It operates lawfully and according to the rules laid down in the Articles of Association of Asseco Business Solutions S.A., and in accordance with the Rules of Procedure for the General Meeting of Asseco Business Solutions S.A., which go v ern the organization and course of these Meetings. General Meetings are held at the Company's headquarters or in Warsaw and may be ordinary or e x traordinary. An Ordinary General Meeting is con v ened by the Management Board no later than on 30 June of each consecuti v e calendar year. An E x traordinary General Meeting is con v ened by the Management Board on its own initiati v e or at the written request of the entitled, referred to the pro v isions of Article 400 CCCP. The Super v isory Board may con v ene an Ordinary General Meeting, if the Management Board does not con v ene the same in a timely manner, and an E x traordinary General Meeting, if the con v ening of that it deems ad v isable. The meeting is con v ened as required by law by a notice on the Company's website and in the manner prescribed for the disclosure of the Company's current information in accordance with the pro v isions of the Act on public offering, conditions go v erning the introduction of financial instruments to organised trading and on public companies. The Management Board publishes the announcement at least twenty si x days before the date of the General Meeting. Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 13 Persons eligible to participate in the General Meeting are: persons who are shareholders of the Company si x teen days before the General Meeting (the date of registering for the General Meeting), holders of bearer shares in the form of a document - if the share documents ha v e been deposited with the Company no later than on the date of registering for the General Meeting and will not be collected before the end of that day. Instead of shares, rele v ant certificates may be submitted as proof of depositing the shares with a notary or a bank or an in v estment entity ha v ing its registered seat or a branch in the European Union or being a state-party to the Agreement on the European Economic Area, and indicated in the notice con v ening the General Meeting. Members of the Management Board and the Super v isory Board, The Management Board or the Super v isory Board may in v ite other persons, whose participation is justified, such as the representati v es of the certified auditor or the representati v es of legal and financial ad v isers if the debated matters are of complicated legal and economic nature. The list of shareholders entitled to participate in a General Meeting signed by the Management Board and including the personal names and company names of the entitled to v ote, their place of residence (headquarters), quantity, type and number of shares as well as the number of v otes is a v ailable in the Company ' s seat and in the Office of the Management Board for three business days before the date of a General Meeting. Shareholders may participate in the General Meeting and e x ercise their right of v ote in person or by pro x y, subject to the condition that rele v ant pro x ies should be gi v en in writing or in electronic form. Pro x y in an electronic form does not need the electronic signature v erified by a v alid and qualified certificate. A public company takes appropriate action to identify the shareholder and the pro x y in order to v erify the v alidity of the pro x y granted in an electronic form. Any General Meeting is opened by the Chairperson of the Super v isory Board or his or her delegate, or, if these persons are absent, by the President of the Management Board or a person designated by the Management Board; the Chairperson of the General Meeting is elected from among the persons entitled to v ote. After the election of the Chairperson, the attendance list is opened containing the list of participants in the General Meeting together with their number of shares and v otes. The Chairperson of the General Meeting chairs the meeting in line with the agenda contained in the notice con v ening the General Meeting. The agenda of the General Meeting is drawn up by the Management Board of Asseco Business Solutions S.A., while the Super v isory Board and other authorized persons may, in accordance with the pro v isions of Article 401 CCCP, request that certain issues be added to the agenda of the ne x t General Meeting. Such a request should be submitted to the Management Board in writing or electronically no later than 21 days prior to the proposed date of the General Meeting. Resolutions of the General Meeting are adopted by an absolute majority of v otes, unless other pro v isions of the Articles of Association or the CCCP pro v ide otherwise and irrespecti v e of the number of represented shares. Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 14 The General Meeting, in addition to the matters specified in the CCCP, is entitled to: appoint and dismiss the Super v isory Board. The Members of the Super v isory Board are be appointed for a fi v e-year joint term of office. Each Member of the Super v isory Board may be re-elected to perform this function. establish and re v ise the rules of remuneration or le v el of remuneration for the Members of the Super v isory Board, purchase or sell property, usufruct rights or interests in real property. Shareholders ha v e the following rights related to their participation in the Company: the right to participate in the General Meeting (Article 412 CCCP) and the right to v ote at the General Meeting (Article 411(1) CCCP). According to the Articles of Association, one share carries one v ote at the General Meeting. a shareholder or shareholders representing at least one-twentieth of the share capital may demand that a general meeting be summoned, likewise that certain issues be put on the agenda of the ne x t General Meeting (Article 400(1) CCCP). A request to con v ene an E x traordinary General Meeting must be submitted to the Management Board in writing or in electronic form. Where an E x traordinary General Meeting has not been summoned within two weeks from submission of the request to the Management Board, the registration court may authorize the shareholders who made the request to summon such a meeting. The court appoints a presiding person of this meeting (Article 410(1) CCCP). the right to challenge the resolutions of the General Meeting before the court in line with Articles 422-427 CCCP. the right to demand the election of the Super v isory Board in separate groups; in accordance with Article 385(3) CCCP, at the request of shareholders who represent no less than one-fifth of the share capital, the Super v isory Board should be elected by the ne x t General Meeting by a v ote held in separate groups. the right to obtain information about the Company in the scope and manner pro v ided for in the rele v ant regulations, in particular in Article 428 CCCP; in the course of a General Meeting, the Management Board is obliged, at a shareholder ' s request, to furnish information concerning the Company if warranted for the assessment of a matter put on the agenda; a shareholder who is refused the requested information during the General Meeting, and who registers an objection included in the minutes, may apply to the registration court demanding that the Management Board furnish the information (Article 429 CCCP). the right to a named certificate of participation in the meeting. the right to demand the copies of the Management Report and of the Financial Statements, together with a copy of the Super v isory Board's report and certified auditor's opinion Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 15 no later than fifteen days before the General Meeting (Article 395(4) CCCP). the right to re v iew in the premises of the Management Board the list of shareholders entitled to participate in the General Meeting and request a copy of the list against refund of costs of its preparation (Article 407(1) CCCP). The shareholders may request to be sent the list of shareholders free of charge by e-mail, ha v ing first pro v ided the address to which the list should be deli v ered (Article 407(1 1 ) CCCP). the right to be issued copies of motions on matters included in the agenda one week before the General Meeting (Article 407(2) CCCP). the right to request the v erification of the attendance list by a specially selected commission composed of at least three persons. The request may be filed by the shareholders holding one tenth of the share capital represented at the General Meeting. The shareholders submitting the motion ha v e the right to elect one member of the commission (Article 410(2) CCCP). the right to inspect the book of minutes and to be issued copies of resolutions certified by the Management Board (Article 421(3) CCCP). the right to file file a complaint for making good on the damage done to the Company under the pro v isions of Articles 486 and 487 CCCP, if the Company has failed to bring action for relief within one year from the disclosure of the injurious act. the right to inspect documents and require to be pro v ided with gratuitous copies of such documents on the Company's premises, as referred to in Article 505(1) CCCP (in the case of a merger), in Article 540(1) CCCP (in the case of di v ision of the Company), and Article 561(1) CCCP (in the case of transformation of the Company). the right to demand that the commercial company being a shareholder in this Company pro v ide information as to whether it is in a relationship of dominance or dependency with a specified commercial company or cooperati v e being a shareholder of the Company, or whether such a relationship has ceased. The shareholder may also demand that they be informed about the number of shares or v otes that the commercial company holds, also in the capacity of a pledgee or usufructuary, or under agreements with other persons. The request for information and the answers myst be made in writing (Article 6(4) and (6) CCCP). the right to participate in the profit shown in the financial statements e x amined by a certified auditor and assigned by the General Meeting to be paid to the shareholders (Article 347 CCCP). the right of priority to subscribe to new shares in proportion to the number of shares held (subscription warrants). the right to participate in the Company's assets remaining after satisfaction of or securing the creditors in the e v ent of liquidation. In accordance with Article 474(2) CCCP, the assets referred to abo v e are distributed among shareholders in proportion to their payments towards the share capital. the right to transfer and encumber with limited material rights of the shares held, including the right to create a pledge or usufruct on them. Throughout the period when the shares admitted to public trading on which pledge or usufruct has been created are shown on Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 16 securities accounts of a brokerage house or of a bank operating securities accounts, the v oting right in these shares remains with the shareholder (Article 340(3) CCCP). A detailed procedure of the General Meeting of Asseco Business Solutions S.A. is laid down in the Rules of Procedure of the General Meeting a v ailable on the website of Asseco Business Solutions S.A. at: www.assecobs.p l in the In vestor tab. Description of the activities of the executive and supervisory or governance bodies of the Company and their committees along with the disclosure of the composition of these bodies and changes occurred in them over the last financial year Management Board The Management Board operates under the pro v isions of the Code of Commercial Companies and Partnerships, the pro v isions of the Articles of Association, and the Rules of Procedure adopted by the Management Board. The Management Board is an e x ecuti v e body, o v erseeing the Company's affairs and representing the Company outside. The Management Board is competent to make decisions that are outside the remit of other bodies within the Company. The following persons are authorized to represent the Company and make representations on its behalf: President of the Management Board acting jointly with either the Vice-president or with another Member of the Management Board or with a pro x y, or the Vice-President of the Management Board acting jointly either with the President or with another Member of the Management Board or with a pro x y. The meetings of the Management Board are con v ened by the President of the Management Board or, in his or her absence, by the Vice-President. The con v ening person notifies the members of the Management Board of the meeting in writing or by electronic mail at least three days before the date of the meeting. In urgent cases, the President of the Management Board or, in his or her absence, the Vice-President of the Management Board may determine a different manner and time of notifying the members of the Management Board on the date of the meeting. Resolutions of the Management Board are adopted by a simple majority of v otes. If the number of v otes cast for and against is e v en, the President of the Management Board will be entitled to a casting v ote. In his absence, the v ote of the Vice-president of the Management Board will be decisi v e. In their absence, the v ote of the chairman of the General Meeting will ha v e a casting v ote. The Management Board is considered capable of making resolutions if each member has been effecti v ely informed of the scheduled meeting in a time enabling him or her to participate in the meeting, and at least half of the total number of members are present at the meeting. The meetings of the Management Board are held in the Company's seat or in other location determined by the con v ening person. The Members of the Management Board may participate in the process of adopting the resolutions of the Board by casting their v ote in writing through another member, or by means of remote communications, or in writing. The Rules of Procedure of the Management Board set out in detail the procedure for con v ening the meetings of the Management Board, the manner of adopting resolutions, including their v oting and minuting, and the scope of matters that can be subject to resolutions. Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 17 In accordance with the Rules of Procedure, the Management Board is obliged, within a period permitting their e x amination, to prepare and submit to the Super v isory Board the Company's financial statements and report on operations for the ended financial year. The Rules of Procedure of the Management Board of Asseco Business Solutions S.A. are a v ailable at: www.assecobs.pl in the In vestor tab. Composition of the Management Board in 2025: Wojciech Barczentewicz - President of the Management Board, Piotr Masłowski - Vice-President of the Management Board, Mariusz Lizon - Member of the Management Board, Jacek Lisowski - Member of the Management Board, Renata Łukasik - Member of the Management Board, Rafał Mróz - Member of the Management Board. On the date of publication of this report, i.e. 4 March 2026, the composition of the Management Board remained fixed: Wojciech Barczentewicz - President of the Management Board, Piotr Masłowski - Vice-President of the Management Board, Mariusz Lizon - Member of the Management Board, Jacek Lisowski - Member of the Management Board, Renata Łukasik - Member of the Management Board, Rafał Mróz - Member of the Management Board. Super v isory Board The Super v isory Board operates under the pro v isions of the Code of Commercial Companies and Partnerships, the pro v isions of the Articles of Association, and the Rules of Procedure of the Super v isory Board. The Super v isory Board e x ercises a general super v ision o v er the Company. The Super v isory Board consists of fi v e to si x members, including the Chairperson. The Super v isory Board is appointed and dismissed by the General Meeting. The Members of the Super v isory Board are be appointed for a fi v e-year joint term of office. Each Member of the Super v isory Board may be re-elected to perform this function. Resolutions of the Super v isory Board, in addition to matters pro v ided for in the Code of Commercial Companies and Partnerships, are mandatory in the following matters: assessment the Management Report and the Financial Statements for compliance with the accounts and documents as well as with the facts, assessment of the Management Board's recommendations concerning the distribution of profit or co v erage of loss, and concerning the issue of bonds, submitting an annual written report on the results of the aforesaid assessments to the General Meeting, Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 18 representing the Company in its contracts with the Members of the Management Board and in disputes with the Management Board or with its members, determining the terms of remuneration of the Members of the Management Board, selecting the statutory auditor to audit the Company's financial statements and pro v ide assurance on sustainability reporting, appointing, dismissing or suspending Members of the Management Board, appro v ing the budget for each financial year and appro v ing de v elopment programmes for indi v idual areas of the Company's acti v ity. The Super v isory Board meetings are con v ened by the Chairperson or, in their absence, by the Vice-Chairperson or by another Member of the Super v isory Board; the Super v isory Board meetings are held at least e v ery three months. Each Member of the Management Board and each Member of the Super v isory Board may request a con v ention of the Super v isory Board. In such a case, the meeting of the Super v isory Board is con v ened within two weeks as of recei v ing the request. The resolutions of the Super v isory Board are adopted by simple majority of v otes cast, unless the law pro v ides for stricter conditions with regard to adopting resolutions. If the v oting is not decided, the v ote of the Chairperson of the Super v isory Board is decisi v e, and in their absence, the v ote of the Chairperson of the meeting. The resolutions of the Super v isory Board may be adopted if all its members were informed in writing of the date and v enue of the meeting, at least one week before the meeting, and at least half of them are present at the meeting. The Members of the Super v isory Board may participate in the process of adopting the resolutions of the Super v isory Board by casting their v ote in writing through another Member of the Super v isory Board, or by means of remote communications, or in writing. Special powers of the Super v isory Board, as well as its organization, the manner of fulfilling its responsibilities, the method of con v ening meetings and the procedure of adopting resolutions are laid down in the Rules of Procedure of the Super v isory Board. In accordance with the Rules of Procedure of the Super v isory Board, the Super v isory Board is competent to address matters specified in the CCCP and in the Articles of Association and other laws: assessment the Management Report and the Financial Statements for compliance with the accounts and documents as well as with the facts, assessment of the Management Board's recommendations concerning the distribution of profit or co v erage of loss, and concerning the issue of bonds, submitting an annual written report on the results of the aforesaid assessments to the General Meeting, submitting to the General Meeting a concise assessment of the Company's position, including the assessment of the internal control system and the risk management system rele v ant to the Company, appointing, dismissing or suspending Members of the Management Board, representing the Company in its contracts with the Members of the Management Board and in disputes with the Management Board or with its members, determining the terms of remuneration of the Members of the Management Board, selecting a certified auditor to re v iew the Company's financial statements, determining a consolidated te x t of the amended Articles of Association, appro v ing the budget for each financial year and appro v ing de v elopment programmes for indi v idual areas of Company's acti v ity, Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 19 appro v ing the Management Board's recommendations concerning the establishment of commercial companies and foundations by the Company, and concerning matters of entering into e x isting entities, gi v ing consent to the incurring by the Company of loans and credits or to the granting of guarantees or sureties in an amount e x ceeding PLN 5,000,000 (fi v e million) upon performing this acti v ity, e x cept: when they were pro v ided for in the Company's budget or in the Company's de v elopment policy appro v ed by the Super v isory Board, guarantees and sureties granted in contracts entered into in connection with the Company's operations , with contractors, co-performers, subcontractors in tendering procedures, and granted to a shareholder of the Company, its subsidiaries or affiliates in accordance with the Accounting Act. consenting to the transaction, referred to in Article 90h(1)(1) of the Act on public offering, conditions go v erning the introduction of financial instruments into organised trade and on public companies (i.e. of 29 July 2005), with related parties (i.e. companies from the Group or persons performing functions in e x ecuti v e bodies) with a v alue abo v e 5% (fi v e percent) of total assets as reported in the last appro v ed financial statements of the Company, drawing up annual reports on remuneration pro v iding a comprehensi v e o v er v iew of remuneration, including all benefits, regardless of their form, recei v ed by the indi v idual members of the Management Board and the Super v isory Board or due to them o v er the last financial year, in accordance with the Remuneration Policy of the Management Board and Super v isory Board of Asseco Business Solutions adopted in the Company, as pro v ided in Article 90g of the Act on public offering, conditions go v erning the introduction of financial instruments into organised trade and on public companies of 29 July 2005. Furthermore, pursuant to the Company's Articles of Association, the powers of the Super v isory Board include the selection of the statutory auditor to perform the assurance engagement relating to the Company's sustainability reporting. The members of the Super v isory Board are compelled to keep the information obtained in connection with the e x ercise of their rights and duties confidential. The Rules of Procedure of the Super v isory Board of Asseco Business Solutions S.A. are a v ailable at: www.assecobs.pl in the In vestor tab. Composition of the Super v isory Board in 2025: In t he period from 1 January to 31 December 2025, the composition of the Supervisory Board of the Company was as follows: Rafał Kozłowski - Chairman of the Super v isory Board; Adam Góral - Vice-chairman of the Super v isory Board; Romuald Rutkowski - Member of the Super v isory Board; Zbigniew Pomianek - Member of the Super v isory Board; Marcin Michał Murawski - Member of the Super v isory Board; Tomasz Stankiewicz - Member of the Super v isory Board. On the date of publication of these financial statements, i.e. 4 March 2026, the composition of the Super visory Board of the Company remained unchanged and was as follows: Rafał Kozłowski - Chairman of the Super v isory Board; Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 20 Adam Góral - Vice-Chairman of the Super v isory Board; Romuald Rutkowski - Member of the Super v isory Board; Zbigniew Pomianek - Member of the Super v isory Board; Marcin Michał Murawski - Member of the Super v isory Board; Tomasz Stankiewicz - Member of the Super v isory Board. Audit Committee On 10 March 2010, the Super v isory Board, acting under the obligation referred to in Article 86(3) and (7) of the Act of 7 May 2009 on statutory auditors and their self-go v ernment, entities authorised to audit financial statements and public super v ision (Journal of Laws of 2010, No. 77, item 649), appointed an Audit Committee made up of its members. On 2 October 2017, the Super v isory Board of Asseco Business Solutions S.A., acting in accordance with the pro v isions of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public O v ersight, adopted a resolution on appointing an Audit Committee within the Super v isory Board. In t he period from 1 January to 31 December 2025, the composition of the Audit Committee was as follows: Marcin Murawski - Chairman of the Audit Committee; Rafał Kozłowski - Member of the Audit Committee; Tomasz Stankiewicz - Member of the Audit Committee. On the date of publication of these financial statements, i.e. 4 March 2026, the Supervisory Board of the Company remained unchanged and consisted of: Marcin Murawski - Chairman of the Audit Committee; Rafał Kozłowski - Member of the Audit Committee; Tomasz Stankiewicz - Member of the Audit Committee. The Super v isory Board, acting pursuant to Article 129 of the Act on Statutory Auditors, Audit Firms and Public O v ersight as well as §14 of the Rules of Procedure of the Super v isory Board, assessed the compliance of the Audit Committee with the said requirements as follows: Mr Marcin Murawski and Mr Tomasz Stankiewicz meet the independence criteria, Mr Marcin Murawski, Mr Rafał Kozłowski and Mr Tomasz Stankiewicz ha v e skills and competence in the field of accounting or auditing of financial statements. Mr Marcin Murawski obtained his qualification at the Faculty of Management of the Uni v ersity of Warsaw (Financial Management); he passed the ACCA e x am and is a member of ACCA; he holds the ACCA Practising Certificate (UK chartered accountant) and the KIBR (Polish Statutory Auditor No. 90053) and is qualified as Certified Internal Auditor, Mr Rafał Kozłowski graduated from the Faculty of Organization and Management of the Uni v ersity of Warsaw; he completed a Project Management Programme at the PMI; he completed the International Accounting Standards Programme organized by Ernst&Young Academy of Business and the Emerging CFO: Strategic Financial Leadership Programme; he also has a long professional e x perience in the area of finance gained at Delta Software, Veraudyt, Softbank, and companies of the Asseco Poland Group. Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 21 Mr Tomasz Stankiewicz earned a master's degree in Accounting at the Uni v ersity of Economics in Kraków. He has many years of professional e x perience in positions related to financial analysis, reporting and company v aluation, in particular as a Member of the Management Board super v ising the work of the Finance Department at MetLife Powszechne Towarzystwo Emerytalne S.A. ; Mr Rafał Kozłowski has e x tensi v e knowledge of the Company's industry and boasts a long professional career in the companies of the Asseco Poland Group. The functioning of the Audit Committee has been included and described in §14-18 of the Rules of Procedure of the Super v isory Board. Main points of the Audit Firm Selection Policy to conduct an audit or assurance engagement related to sustainability reporting and the Policy on the Pro v ision of Permitted Ser v ices Other than an Audit or Assurance Engagement Relating to Sustainability Reporting: the principal objecti v e of the Audit Firm Selection Policy, appro v ed by a resolution of the Super v isory Board of 16 October 2017, subsequently updated twice by the Audit Committee (in 2022 and 2025) and appro v ed in its amended v ersion respecti v ely pursuant to resolutions of the Super v isory Board of 13 December 2022 and of 9 December 2025, is to ensure the selection of an audit firm - both for statutory audits and for assurance engagements relating to sustainability reporting - in compliance with applicable laws and regulations, taking into account the criteria of independence, transparency of the process, equal access to information for entities participating in the process, and the interests of the capital group, the principal objecti v e of the Policy on the Pro v ision of Permitted Ser v ices Other than an Audit or Assurance Engagement Relating to Sustainability Reporting, appro v ed pursuant to a resolution of the Super v isory Board of 16 October 2017 and subsequently updated by the Audit Committee and appro v ed in its amended v ersion by a resolution of the Super v isory Board of 9 December 2025, is to define the rules go v erning the pro v ision of permitted ser v ices other than statutory audit acti v ities relating to financial statements by the statutory auditor, the audit firm and entities affiliated therewith, in connection with the risk of impairment of the independence of such entities, which would result in the statutory audit being null and v oid by operation of law. In 2022 the Audit Committee re v iewed the recommendations of the Polish Financial Super v ision Authority intended for publicly-traded companies (regarding updates to adopted policies and procedures in the e v ent that a selected audit firm loses its ability to audit financial statements) and thereafter adopted the updated Audit Firm Selection Policy and Procedure based on these recommendations. The updated Audit Firm Selection Policy and Procedure was appro v ed by the Super v isory Board by a resolution adopted on 31 December 2022. The Audit Committee also updated the abo v e-mentioned Company regulations in connection with the amendments to the Accounting Act and the Act on Statutory Auditors, Audit Firms and Public O v ersight from 6 December 2024, with respect to pro v isions concerning assurance engagements relating to sustainability reporting, and additionally adopted the Procedure for the Selection of an Audit Firm for Assurance Engagements Relating to Sustainability Reporting. Updated documents: The Audit Firm Selection Policy and the Procedure for the Selection of an Audit Firm for Statutory Audits, as well as the Policy on the Pro v ision of Permitted Ser v ices Other than an Audit or Assurance Engagement Relating to Sustainability Reporting, and the new Procedure for the Selection of an Audit Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 22 Firm for Assurance Engagements Relating to Sustainability Reporting were appro v ed by the Super v isory Board's resolution dated 9 December 2022. In connection with the amendments adopted to the aforesaid law, the Super v isory Board, pursuant to a resolution of 3 March 2025, updated the Rules of Procedure of the Super v isory Board with respect to the responsibilities of the committee relating to assurance engagements concerning sustainability reporting. In 2025 the Audit Committee met se v en times. During the meetings, the committee performed the tasks specified in Article 130 of the Act on Statutory Auditors, Audit Firms and Public Super v ision. The Audit Committee operated on the basis of the Audit Committee Work Plan adopted for 2025, which specified the scope of work to be completed in 2025 in order to ensure the proper performance of its duties. The committee met with the auditor Ernst&Young Audyt Polska spółka z ograniczoną odpowiedzialnością sp.k. before publication of the Company's results for 2024. All rele v ant matters related to the financial statements were discussed, including, in particular, some key audit-related issues and the risk of misstatement. The Audit Committee notified the other Members of the Super v isory Board of the results of the audit and the role of the Audit Committee. The Audit Committee also v erified the independence of the auditor authorized to audit the Company's annual financial statements for 2024. Based on inter v iews with and a statement submitted by Ernst&Young Audyt Polska spółka z ograniczoną odpowiedzialnością sp. k. prior to the publication of the Report on the Audit of the Company's Financial Statements for 2024, the Audit Committee assessed the audit firm as independent. The Audit Committee conducted a self-assessment with regard to compliance with the formal requirements set out in Article 129 of the Act on Statutory Auditors. Furthermore, the Audit Committee adopted the report on its acti v ities in 2024. Following the audit firm selection procedure conducted in late 2024 and early 2025 in accordance with the Audit Firm Selection Policy in place at the Company, in 2025 the Audit Committee submitted to the Company's Super v isory Board its recommendation regarding the selection of a new entity authorized to audit the Company's financial statements for the subsequent reporting periods in 2025 and 2026. Based on the abo v e recommendation of the Audit Committee, on 3 March 2025 the Super v isory Board selected BDO Polska spółka z ograniczoną odpowiedzialnością sp. komandytowa, ha v ing its registered office in Warsaw (KRS no. 0000729684, entered on the list of entities authorized to audit financial statements held by the Polish Agency for Audit O v ersight under no. 3355), as the entity authorized to re v iew the condensed separate and consolidated interim financial statements of Asseco Business Solutions S.A. for the si x -month periods ending 30 June 2025 and 30 June 2026, as well as auditing the annual separate and consolidated financial statements of Asseco Business Solutions S.A. for the years ended 31 December 2025 and 31 December 2026. The Audit Committee also met with the newly appointed auditor, BDO Polska spółka z ograniczoną odpowiedzialnością sp. komandytowa, ha v ing its registered office in Warsaw, prior to the publication of the condensed consolidated financial statements for the first half of 2025, during which all material matters relating to the financial statements were discussed, including in particular key audit matters and the risk of misstatements. The Audit Committee also v erified the auditor's independence. Based on inter v iews held and a statement pro v ided by BDO the Audit Committee assessed the audit firm as independent during Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 23 the meeting held prior to the publication of the condensed financial statements for the first half of 2025. The Audit Committee super v ised the process of preparation of the financial statements and sustainability reporting, as well as the effecti v eness of the key procedures ensuring that the financial statements and sustainability reporting were properly prepared and contained reliable data. In 2025 the Super v isory Board of Asseco Business Solutions S.A. cooperated with the then auditor Ernst & Young Audyt Polska spółka z ograniczoną odpowiedzialnością sp. komandytowa auditing the Company's accounts for 2024 (the rele v ant decision to select this auditor for auditing the Company's financial statements for the years 2023 and 2024 was taken by the Company's Super v isory Board in 2023 (following the Audit Committee's recommendation)), and with the newly appointed auditor -BDO Polska spółka z ograniczoną odpowiedzialnością sp. komandytowa - conducting the re v iew of the condensed financial statements for the first half of 2025 (the decision regarding the selection of the new entity authorized to audit the Company's separate and consolidated financial statements for 2025 and 2026 was adopted by the Super v isory Board on 3 March 2025, based on the recommendation of the Audit Committee). The Audit Committee assessed the audit process as independent with respect to each of the audit firms , in v iew of the fact that the statutory auditors of both audit firms with which the Company cooperated in 2025 satisfied the conditions for issuing an unbiased and independent audit opinion, in accordance with the applicable pro v isions of domestic law and professional standards. In 2025, following the consent of the Audit Committee, the entity auditing the financial statements of the Company for 2024, i.e. Ernst & Young Audyt Polska spółka z ograniczoną odpowiedzialnością sp. komandytowa, rendered permitted ser v ices for the Company (not an audit of the financial statements) by auditing the Report on the Remuneration of Members of the Management Board and Super v isory Board of Asseco Business Solutions S.A. for 2024 as mandated by the Remuneration Policy of the Management Board and Super v isory Board of Asseco Business Solutions S.A. The requirement to draw up and audit (assess) the said report is laid down in the law (Article 90g of the Act on public offer and conditions for introducing financial instruments to the organised trading system, and on public companies). In accordance with the Permitted Ser v ices Pro v ision Policy adopted by Asseco Business Solutions S.A., the said ser v ice is not prohibited, and its pro v ision by the audit firm follows the rele v ant consent of the Audit Committee. In 2025, following the consent of the Audit Committee, the entity auditing the financial statements of the Company for 2024, i.e. Ernst & Young Audyt Polska spółka z ograniczoną odpowiedzialnością sp. komandytowa, rendered permitted ser v ices for the Company (not an audit of the financial statements) by v alidating the consolidation package of Asseco Business Solutions S.A. for the twel v e-month period ended 31 December 2025 as requested by the Asseco Group. Pursuant to a resolution adopted by the Super v isory Board on 12 December 2024, in 2025 Ernst & Young Audyt Polska spółka z ograniczoną odpowiedzialnością sp.k. performed an assurance engagement relating to the sustainability reporting of Asseco Business Solutions S.A. for 2024. Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 24 Furthermore, on 12 December 2025, the Company's Super v isory Board selected BDO spółka z ograniczoną odpowiedzialnością spółka komandytowa to perform an assurance engagement relating to the sustainability reporting of Asseco Business Solutions S.A. for the years 2025-2026, based on the recommendation of the Audit Committee from 12 December 2025. The Audit Committee continuously monitored acti v ities relating to the internal audit function and also re v iewed the status of internal controls, risk management and compliance within the Company, including the implementation status of remedial actions. In 2025 the Company established a separate organizational unit for internal audit purposes (single-person function). The internal audit pursued its objecti v es in accordance with the Internal Audit Policy adopted by the Company and with the Internal Audit Plan for 2025 prepared by the Internal Auditor and adopted by the Audit Committee. The Audit Committee monitored the acti v ities of the internal audit throughout the year. When meeting the internal auditor during successi v e meetings, the Audit Committee was updated on the progress status of the 2025 Audit Plan, the current and planned acti v ities of the internal audit function, as well as with the progress of measures undertaken and implemented by the Company following the internal audit's feedback. The Audit Committee positi v ely assessed the work of the Internal Audit in 2025 and found its acti v ities effecti v e. No grounds were identified for changes to the audit team composition, nor were there any requests for other organizational changes. Two organisational units ensure compliance in the Company: the Financial Department (compliance with laws and regulations regarding ta x es, reporting, etc., as well as with internal regulations regarding the same) and the Legal Department (compliance with general regulations regarding the operation of the Company as well as with internal regulations regarding the same). The Company monitors changes to the law and e x ternal regulations go v erning the requirements for joint-stock companies, as well as impro v ing the compliance system by introducing/updating any internal rules and procedures that set specific standards of conduct. In order to strengthen the internal control system, since 2021 the Company has maintained a separate organizational unit (single-person position) responsible for risk management (Risk Manager). The risk manager assessed risk in areas that are significant for the Company's operations. Besides, the person took action to identify risks in the Company's indi v idual areas of operation, manage them, and determine their acceptable le v el; on top of that, the risk manager designed action plans to minimize risks. The Audit Committee was regularly updated on risk management acti v ities (including compliance). The Audit Committee assessed the operation of internal control systems at Asseco Business Solutions S.A. as effecti v e and corresponding to the scale and scope of the Company's business, including any related e v ents and circumstances. Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 25 Diversity policy applied to the executive, management and supervisory bodies of the Company Asseco Business Solutions S.A. does not ha v e a di v ersity policy in place formally appro v ed by the Company's authorities and applicable to the Company super v ising and e x ecuti v e bodies. Howe v er, the Company respects the principle of equal treatment irrespecti v e of gender, age, nationality, se x ual preference, beliefs, political and religious v iews, financial status, family situation, physical fitness, i.e. all factors that may contribute to direct or indirect discrimination. The Company pursues a di v ersity policy by employing personnel who are di v erse in terms of gender, age, professional e x perience, education, cultural origin and by ensuring all its employees equal treatment in the workplace, taking into account their di v erse needs and taking ad v antage of the differences between them to achie v e the Company's goals. At the stage of recruitment, the selection method employed allows an objecti v e assessment of candidates' competence and is free from any manifestation of discrimination or unequal treatment. The Company ensures equal working conditions that are conduci v e to the full use and de v elopment of employees' skills and interests. The abo v e principles of equal treatment - including gender neutrality, competence-based assessment, professional e x perience, and consideration of the Company's di v erse needs and responsibilities - are also applied in the determination (election) of the composition of the Company's go v erning bodies. Following the election of the Management Board for the new term spanning the financial years 2024-2027, the Company's Management Board consists of si x members, including one woman. The Management Board of Asseco Business Solutions S.A.: Wojciech Barczentewicz President of the M anagement Board Jacek Lisowski M ember of the M anagement Board Piotr Masłowski V ice-President of the M anagement Board Renata Łukasik M ember of the M anagement Board Mariusz Lizon M ember of the M anagement Board Rafał Mróz M ember of the M anagement Board Corporate Go v ernance Statement of Asseco Business Solutions S.A. for 2025 26 [email protected] https://assecobs.pl/in v estor- relations/ ? lang = en
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