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Authorities of Caspar Asset Management S.A.
The Management Board
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The Management Board
Company
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Hanna Kijanowska
President of the Management Board
1. Name, surname, position held or functions performed within the Issuer and the date of expiry of the term of office for which the person was appointed:
Name: Hanna Kijanowska
Function: President of the Management Board, Legal Counsel, Operations Director
Date of expiry of the 5-year term of office of the Management Board: the term of office expires on 31 December 2028.
2. Description of qualifications and professional experience:
She is a graduate of the Adam Mickiewicz University in Poznań, where she graduated from Law (2004–2009) and Management and Marketing (2003–2008). She completed legal adviser training in the period from 2012 to 2015, where after passing the legal adviser exam, she was entered on the list of Legal Advisors of the District Chamber of Legal Advisors in Poznań (July 2015). She specialises in civil, commercial and capital markets law. She has been associated with the capital market since January 2010, when she started cooperation with Caspar Asset Management S.A. as a lawyer, and then from June 2010 also as a Supervision Inspector (until December 2014). In February 2016, she was appointed as the Company’s independent proxy and held this position until February 2017. Since 2014, she has also been cooperating in the field of legal advice with Caspar Towarzystwo Funduszy Inwestycyjnych S.A., and since November 2016 she has also been an independent proxy there. Currently, she is employed at Caspar Asset Management S.A. as a legal adviser and Operations Director, and since February 2017 she has been a Member of the Management Board of the Company, and the Vice-President of the Management Board since 2019. She supervises operational activities, in particular the legal, operational, anti-money laundering and internal audit areas. She participated in numerous training courses on capital markets and issues related to the activities of brokerage houses. During the work on the positions and completed trainings, she also acquired knowledge and experience in the field of risk management, in particular operational risk, internal control, supervision of compliance with the law, issues related to capital adequacy, and financial and capital planning, as well as financial and management accounting.
3. Activities performed by a given person outside the Issuer, when these activities are of significant importance to the Issuer:
Not applicable.
4. Commercial law companies in which, for at least the last three years, a given person was a member of management or supervisory bodies or a partner, with an indication of whether the given person still performs functions in the bodies or is still a partner:
Not applicable.
5. Information on whether in the last five years the person has been convicted by a final judgement for offences referred to in art. 18 § 2 of the Code of Commercial Companies or offences specified in the Act on Trading, the Act on Offering or the Act of 26 October 2000 on Commodity Exchanges, or for analogous offences within the meaning of foreign law, and an indication whether in the last five years this person received a court prohibition to act as a member of management or supervisory bodies in commercial law companies:
Ms Kijanowska has not been convicted by a final judgement for the crime of fraud, and has not received a court ban on acting as a member of management or supervisory bodies in commercial law companies.
6. Details of all cases of bankruptcy, restructuring, receivership or liquidation, in the period of at least the last five years, in relation to entities in which the person served as a member of the management or supervisory body:
Not applicable.
7. Information on the conducted activity competitive to the activity of the Issuer and information whether the given person is a partner in a competitive civil or partnership company or a member of a body of a capital company or a member of a body of any competitive legal person:
Not applicable.
8. Information whether the person is listed in the register of insolvent debtors.
Ms Kijanowska is not listed in the register of insolvent debtors.
Błażej Bogdziewicz
Vice President of the Management Board
1. Name, surname, position held or functions performed within the Issuer and the date of expiry of the term of office for which the person was appointed:
Name: Blazej Michał Bogdziewicz
Function: Vice President of the Management Board, Investment Director and Member of the Investment Committee in Caspar Asset Management S.A.
Date of expiry of the 5-year term of office of the Management Board: the term of office expires on 31 December 2028.
2. Description of qualifications and professional experience:
Mr Bogdziewicz graduated from the University of Economics in Poznań where he majored in Management and Marketing, specialisation: Finance and Accounting of Companies. In 2000 he was awarded a Master’s degree by defending the M.A. thesis entitled ‘Consolidation of the financial statements according to international regulations’. In the period 1997–1999, he cooperated with Wielkopolska Grupa Audytingowa W. Frąckowiak i Partnerzy (currently Grant Thornton Frąckowiak) as a financial analyst and an expert auditor assistant. Connected with the capital market since 2000, Mr Bogodziewicz gained extensive experience in investing in financial instruments and asset management, including both investment funds and portfolios of individual customers. From 1 April 2000 to 31 December 2001, he was employed as a financial analyst in WBK AIB Towarzystwo Funduszy Inwestycyjnych S.A. From 1 January 2002, he worked as a financial analyst at BZ WBK AIB Asset Management S.A., where after he obtained a licence of an investment advisor no. 203 in 2003, on 1 October 2003, he took the position of an investment advisor, and on 1 April 2007 the position of the head of the stock market. As the manager of the stock market, he was responsible for investments in Central and South-East Europe. From 1 June 2006, he was simultaneously employed in BZ WBK AIB Towarzystwo Funduszy Inwestycyjnych S.A. in the position of an investment adviser. Until the end of March 2010, he worked in companies of BZ WBK AIB Towarzystwo Funduszy Inwestycyjnych and BZ WBK AIB Asset Management S.A. On 1 April 2010, he took the position of the Investment Director in Caspar Asset Management S.A. Mr Bogdziewicz is the holder of the Chartered Financial Analyst title granted by the CFA Institute. Since 2011, he has been a member of the Supervisory Board of F-Trust S.A. He is a shareholder of Caspar Asset Management S.A.
3. Activities performed by a given person outside the Issuer, when these activities are of significant importance to the Issuer:
Since 2011, he has been a member of the Supervisory Board in F-Trust S.A.
4. Commercial law companies in which, for at least the last three years, a given person was a member of management or supervisory bodies or a partner, with an indication of whether the given person still performs functions in the bodies or is still a partner:
Since 2011, he has been a member of the Supervisory Board in F-Trust S.A.
He is a shareholder of Caspar Asset Management S.A.
5. Information on whether in the last five years the person has been convicted by a final judgement for offences referred to in art. 18 § 2 of the Code of Commercial Companies or offences specified in the Act on Trading, the Act on Offering or the Act of 26 October 2000 on Commodity Exchanges, or for analogous offences within the meaning of foreign law, and an indication whether in the last five years this person received a court prohibition to act as a member of management or supervisory bodies in commercial law companies:
Mr Bogdziewicz has not been convicted by a final judgement for the crime of fraud, and has not received a court ban on acting as a member of management or supervisory bodies in commercial law companies.
6. Details of all cases of bankruptcy, restructuring, receivership or liquidation, in the period of at least the last five years, in relation to entities in which the person served as a member of the management or supervisory body:
Not applicable.
7. Information on the conducted activity competitive to the activity of the Issuer and information whether the given person is a partner in a competitive civil or partnership company or a member of a body of a capital company or a member of a body of any competitive legal person:
Not applicable.
8. Information whether the person is listed in the register of insolvent debtors.
Mr Bogdziewicz is not listed in the register of insolvent debtors.
Krzysztof Jeske
Vice President of the Management Board responsible for the risk management system
1. Name, surname, position held or functions performed within the Issuer and the date of expiry of the term of office for which the person was appointed:
Name: Krzysztof Marek Jeske
Function: Vice President of the Management Board, member of the management board responsible for the risk management system
Date of expiry of the 5-year term of office of the Management Board: the term of office expires on 31 December 2028.
2. Description of qualifications and professional experience:
He is a graduate of the Poznań University of Economics (now the Poznań University of Economics), Faculty of Management, majoring in Management and Marketing, graduating in 1997. He gained experience in the investment products market through more than 13 years of work at WBK Group and then at Bank Zachodni WBK. He worked at WBK AIB Towarzystwo Funduszy Inwestycyjnych S.A., Wielkopolski Bank Kredytowy S.A. and Bank Zachodni WBK, where, among other things, he was responsible for the preparation of deposit products and investment products and for the process of offering them to clients. He also managed the overall operations of BZ WBK in the area of deposit products and investment products, as well as overseeing BZ WBK’s activities as agent for BZ WBK Brokerage and serving on the Supervisory Board of BZ WBK Brokerage from 2005 to 2009. From February 2012 to June 14, 2023, he was Chairman of the Board of Directors of F-Trust S.A., where, among other things, he was responsible for the activities of the investment company’s agent. From April 2017 to June 7, 2023, he served as Vice Chairman of the Management Board of Caspar Towarzystwo Funduszy Inwestycyjnych S.A. (the “Society”) and, following approval by the Financial Supervision Authority, from August 2021, he served as a member of the Society’s Board of Directors responsible for overseeing the investment fund company’s risk management system. He has completed training in operational risk management, liquidity risk management and training related to topics on sustainable development in the financial sector.
3. Activities performed by a given person outside the Issuer, when these activities are of significant importance to the Issuer:
Mr. Krzysztof Jeske has served as a member of the Supervisory Board of F- Trust S.A. since June 14, 2023.
4. Commercial law companies in which, for at least the last three years, a given person was a member of management or supervisory bodies or a partner, with an indication of whether the given person still performs functions in the bodies or is still a partner:
Mr. Krzysztof Jeske has served as a member of the Supervisory Board of F- Trust S.A. since June 14, 2023.
5. Information on whether in the last five years the person has been convicted by a final judgement for offences referred to in art. 18 § 2 of the Code of Commercial Companies or offences specified in the Act on Trading, the Act on Offering or the Act of 26 October 2000 on Commodity Exchanges, or for analogous offences within the meaning of foreign law, and an indication whether in the last five years this person received a court prohibition to act as a member of management or supervisory bodies in commercial law companies:
Mr Jeske has not been convicted by a final judgement for the crime of fraud, and has not received a court ban on acting as a member of management or supervisory bodies in commercial law companies.
6. Details of all cases of bankruptcy, restructuring, receivership or liquidation, in the period of at least the last five years, in relation to entities in which the person served as a member of the management or supervisory body:
Not applicable.
7. Information on the conducted activity competitive to the activity of the Issuer and information whether the given person is a partner in a competitive civil or partnership company or a member of a body of a capital company or a member of a body of any competitive legal person:
Not applicable.
8. Information whether the person is listed in the register of insolvent debtors.
Mr Jeske is not listed in the register of insolvent debtors.
Rafał Litwic
Chairman of the Supervisory Board
1. Name, surname, position held or functions performed within the Issuer and the date of expiry of the term of office for which the person was appointed:
Name: Rafał Edmund Litwic.
Function: Member of the Supervisory Board.
Date of expiry of the 4-year term of office of the Supervisory Board: the term of office expires on 31 December 2026.
2. Description of qualifications and professional experience:
Rafał Edmund Litwic is a graduate from the Faculty of Law and Administration of the University of Gdańsk (he majored in Law). Entered in the list of legal advisors of the Regional Chamber of Legal Advisors in Gdansk. Since 2008, a partner in the Law Office of Litwic&Litwic sp.p. based in Gdańsk. He specialises in commercial, substantive and procedural law, company law and intellectual property law. He participated as a legal advisor for Polish and foreign clients in many M&A projects. He sits on the governing bodies of capital companies, including those listed on the Warsaw Stock Exchange. A Member of the Supervisory Boards of, among others, SWISSCARE S.A. and S&A S.A. Since August 2009, he has been a member of the Supervisory Board of Caspar Asset Management S.A. He has a fluent command of the English language.
3. Activities performed by a given person outside the Issuer, when these activities are of significant importance to the Issuer:
Not applicable.
4. Commercial law companies in which, for at least the last three years, a given person was a member of management or supervisory bodies or a partner, with an indication of whether the given person still performs functions in the bodies or is still a partner:
Mr. Litwic is a Member of the Supervisory Board of Caspar Towarzystwo Funduszy Inwestycyjnych S.A. and a Member of the Audit Committee of Caspar Towarzystwo Funduszy Inwestycyjnych S.A. He is also a member of the Supervisory Board of SWISSCARE S.A. since 2007 and S&A S.A. since 2010.
5. Information on whether in the last five years the person has been convicted by a final judgement for offences referred to in art. 18 § 2 of the Code of Commercial Companies or offences specified in the Act on Trading, the Act on Offering or the Act of 26 October 2000 on Commodity Exchanges, or for analogous offences within the meaning of foreign law, and an indication whether in the last five years this person received a court prohibition to act as a member of management or supervisory bodies in commercial law companies:
Mr Litwic has not been convicted by a final judgement for the crime of fraud, and has not received a court ban on acting as a member of management or supervisory bodies in commercial law companies.
6. Details of all cases of bankruptcy, restructuring, receivership or liquidation, in the period of at least the last five years, in relation to entities in which the person served as a member of the management or supervisory body:
Not applicable.
7. Information on the conducted activity competitive to the activity of the Issuer and information whether the given person is a partner in a competitive civil or partnership company or a member of a body of a capital company or a member of a body of any competitive legal person:
Not applicable.
8. Information whether the person is listed in the register of insolvent debtors.
Mr Litwic is not listed in the register of insolvent debtors.
Mr Litwic does not meet the independence criteria referred to in the Code of Best Practice for WSE Listed Companies 2021 (principle 2.3) and in art. 129 sec. 3 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (Journal of Laws of 2022, item 1302, as amended).
Maciej Czapiewski
Vice Chairman of the Supervisory Board, Vice Chairman of the Audit Committee
1. Name, surname, position held or functions performed within the Issuer and the date of expiry of the term of office for which the person was appointed:
Name: Maciej Tomasz Czapiewski
Function: Member of the Supervisory Board
Date of expiry of the 4-year term of office of the Supervisory Board: the term of office expires on 31 December 2026.
2. Description of qualifications and professional experience:
Mr Czapiewski is a graduate from the Management Faculty of the University of Economics in Poznań (he majored in of Capital Investments and Financial Strategies of the Company) and the Faculty of Law and Administration of Adam Mickiewicz University in Poznan (he majored in Law). Statutory Auditor No. 10326/7604. In the years 1997–2005, he was associated with the audit company HLB Frąckowiak i Wspólnicy Sp. z o. o. (currently Grant Thornton Frąckowiak Sp. z o.o.). Since 2006, he has been the President of the Management Board of HLB M2 Sp. z o. o., audit firm no. 3149. Previously, he participated in the development of applications supporting the production process during an apprenticeship at Rover Body & Pressings, Swindon, UK. Specialist in the field of auditing financial statements of listed companies, capital groups, as well as financial analysis and valuation of enterprises. He is fluent in English and communicative in German. He audited financial statements, among others, of: Porta KMI Poland Sp. z o. o., Radpol S.A., Atlanta Poland SA, Polomarket Sp. z o. o., TIM SA, Elektrotim S.A., LPP S.A., Spółdzielnia Mleczarska Spomlek, PERN Przyjaźń SA, ROTO Frank Sp. z o. o., and consolidated financial statements of the capital groups: Porta KMI Poland Sp. z o. o., LPP S.A., TM SA, Elektrotim S.A. He prepared the financial parts of prospectuses for: Radpol S.A., Koelner SA, Z.Ch. Police S.A., Telmax S.A., Koelner S.A., Neonet S.A., carried out due diligence works, examined merger plans (e.g. power plants of the P-5 ENEA group), division plans and transformation plans. He conducted training in the field of International Financial Reporting Standards and consolidation. He lectured at the WSB University in Toruń and at the Academy of Companies at the Warsaw School of Economics. He sat on the Supervisory Boards of (among others) PKO BP S.A., Comarch S.A., Bydgoszcz Airport S.A. Currently, he is a member of the Supervisory Boards at Caspar Asset Management S.A., Caspar TFI S.A. and the Chairman of the Audit Committee at Caspar TFI S.A. He undergoes annual training in accordance with the requirements set for statutory auditors, in the field of e.g. accounting, taxes, commercial law.
3. Activities performed by a given person outside the Issuer, when these activities are of significant importance to the Issuer:
He participates in audits of financial statements of listed companies and those belonging to the financial services sector.
4. Commercial law companies in which, for at least the last three years, a given person was a member of management or supervisory bodies or a partner, with an indication of whether the given person still performs functions in the bodies or is still a partner:
Caspar Towarzystwo Funduszy Inwestycyjnych S.A. – member of the Supervisory Board and Chairman of the Audit Committee Caspar Asset Management S.A. – Member of the Supervisory Board HLB M2 sp. z o.o. – President of the Management Board and partner Czapiewski, Dobek i Wspólnicy Sp. z o.o. – President of the Management Board and partner Zamek Przesieka Sp. z o.o. – Member of the Management Board and partner Localstory Sp. z o.o. – Member of the Management Board and partner LSTORY.PL Sp. z o.o. – Member of the Management Board and Partner.
5. Information on whether in the last five years the person has been convicted by a final judgement for offences referred to in art. 18 § 2 of the Code of Commercial Companies or offences specified in the Act on Trading, the Act on Offering or the Act of 26 October 2000 on Commodity Exchanges, or for analogous offences within the meaning of foreign law, and an indication whether in the last five years this person received a court prohibition to act as a member of management or supervisory bodies in commercial law companies:
Mr Czapiewski has not been convicted by a final judgement for the crime of fraud, and has not received a court ban on acting as a member of management or supervisory bodies in commercial law companies.
6. Details of all cases of bankruptcy, restructuring, receivership or liquidation, in the period of at least the last five years, in relation to entities in which the person served as a member of the management or supervisory body:
Not applicable.
7. Information on the conducted activity competitive to the activity of the Issuer and information whether the given person is a partner in a competitive civil or partnership company or a member of a body of a capital company or a member of a body of any competitive legal person:
Not applicable.
8. Information whether the person is listed in the register of insolvent debtors.
Mr Czapiewski is not listed in the register of insolvent debtors.
Mr Czapiewski does not meet the independence criteria referred to in the Code of Best Practice for WSE Listed Companies 2021 (principle 2.3) and in art. 129 sec. 3 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (Journal of Laws of 2022, item 1302, as amended).
Piotr Kaźmierczak
Member of the Supervisory Board
1. Name, surname, position held or functions performed within the Issuer and the date of expiry of the term of office for which the person was appointed:
Name: Piotr Kaźmierczak
Function: Member of the Supervisory Board
Date of expiry of the 4-year term of office of the Supervisory Board: the term of office expires on 31 December 2026.
2. Description of qualifications and professional experience:
He graduated from the Faculty of Management and Computer Science, majoring in Risk Management at the Oskar Lange University of Economics in Wrocław. In the years 2008–2015, he worked in the Wrocław and Warsaw audit departments of the consulting company EY. He has extensive experience in providing services to public companies from various industries, in auditing financial statements of capital groups and companies from the financial sector (leasing, debt collection). He led the audit team, conducting audits and reviews of individual and consolidated financial statements prepared in accordance with Polish accounting principles and International Financial Reporting Standards. He participated in numerous projects related to the initial public offering. He has practical knowledge of financial reporting requirements for prospectus preparation purposes. For the purposes of the IPO, he conducted assurance work related to historical financial information, pro-forma financial information, as well as forecasts and estimated results. He has conducted consultancy projects in the implementation of all solutions required or allowed in accounting regulations. He participated in projects for investment funds, in particular securitisation investment funds and pension funds. He participated in due diligence projects, as well as in the area of fraud risk management and other consulting work, including advising, among others, on converting accounting standards, optimising business processes. He is the President of the Management Board and a partner in Hetoma sp. z o. o.
3. Activities performed by a given person outside the Issuer, when these activities are of significant importance to the Issuer:
Not applicable.
4. Commercial law companies in which, for at least the last three years, a given person was a member of management or supervisory bodies or a partner, with an indication of whether the given person still performs functions in the bodies or is still a partner:
Since September 2016, the President of the Management Board of Hetoma sp. z o.o.
Since February 2013, a partner in Hetoma sp. z o.o.
5. Information on whether in the last five years the person has been convicted by a final judgement for offences referred to in art. 18 § 2 of the Code of Commercial Companies or offences specified in the Act on Trading, the Act on Offering or the Act of 26 October 2000 on Commodity Exchanges, or for analogous offences within the meaning of foreign law, and an indication whether in the last five years this person received a court prohibition to act as a member of management or supervisory bodies in commercial law companies:
Mr Kaźmierczak has not been convicted by a final judgement for the crime of fraud, and has not received a court ban on acting as a member of management or supervisory bodies in commercial law companies.
6. Details of all cases of bankruptcy, restructuring, receivership or liquidation, in the period of at least the last five years, in relation to entities in which the person served as a member of the management or supervisory body:
Not applicable.
7. Information on the conducted activity competitive to the activity of the Issuer and information whether the given person is a partner in a competitive civil or partnership company or a member of a body of a capital company or a member of a body of any competitive legal person:
Not applicable.
8. Information whether the person is listed in the register of insolvent debtors.
Mr Kaźmierczak is not listed in the register of insolvent debtors.
Mr Kaźmierczak does not meet the independence criteria referred to in the Code of Best Practice for WSE Listed Companies 2021 (principle 2.3) and in art. 129 sec. 3 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (Journal of Laws of 2022, item 1302, as amended).
Rafał Płókarz
Member of the Supervisory Board
1. Name, surname, position held or functions performed within the Issuer and the date of expiry of the term of office for which the person was appointed:
Name: Rafał Płókarz
Function: Member of the Supervisory Board
Date of expiry of the 4-year term of office of the Supervisory Board: the term of office expires on 31 December 2026.
2. Description of qualifications and professional experience:
Rafał Płókarz, PhD, is a graduate of the Faculty of Economic Sciences and Management of the Nicolaus Copernicus University in Toruń, where in 1994 he defended his master’s thesis entitled ‘Financial engineering in the context of managerial management’, and in 1999 he defended his doctoral thesis in the field of economic sciences entitled ‘Financial engineering – development prospects and possibilities of application in Poland’. Scholarship holder and participant of diploma and postgraduate studies at foreign universities. In 1992–1993, at the University of Angers in France (Diploma in Economics). In the years 1994–1995, postgraduate studies at the College of Europe, where he obtained the title of Master of Arts in European Studies. He defended his diploma thesis on ‘Credit Absorption Issues of the World Bank’s Activity in Poland’ under the supervision of Prof. L. Balcerowicz (1995). In 1995–1996, a scholarship holder of the French government – participant of postgraduate studies in European finance at the University of Nancy II (DESE Diploma). He carried out a research project (fellowship of the European Commission) on European monetary integration at the University of Grenoble in France (1996). Participant of numerous training courses and internships at banks and foreign universities: UniCredito Suisse (Lugano, 2006), Pictet Bank (Geneva, 1999), University de Paul (Chicago, 1997), Dexia Bank (Luxembourg, 1996), Société Generale (1994). He started his professional career working in the Department of Foreign Aid of the Office of the Council of Ministers in 1995 (the Phare-Struder Financing Program for SMEs). In 1996–1998, he was an expert in the Strategic Research Office at Polski Bank Rozwoju S.A., and then an assistant to the bank’s Management Board. In the years 1998–2003, he was associated with BRE Bank S.A. in the following positions: chief specialist, deputy director (since 2002), director, and then director of the Private Customer Service Department (2003). In the years 2003–2007, he was associated with Bank BPH S.A. as the Director of the Private and Investment Banking Office. In 2007–2009, he was associated with Banque Privée Edmond de Rothschild Europe (Luxembourg), where he held the position of Senior Vice-President and member of the Bank’s Management Committee in the Luxembourg headquarters, and Chief Regional Operating Officer for Eastern Europe, and then (since 2008) he was the General Director of the Bank’s Representative Office in Poland, based in Warsaw, which he co-created. Simultaneously with his banking career, he conducts research and teaching activities, lecturing subjects in the field of banking and finance, among others: at the Kozminski University in Warsaw (since 2000), at the Faculty of Management of the University of Warsaw (since 2020), at the Faculty of Management at the University of Technology and Life Sciences in Bydgoszcz (2017–2018). Since 2009, he has been Assistant Professor at the Institute of Economics and Finance of the WSB University in Toruń. Under his guidance, over 200 master’s and bachelor’s degrees were granted at several universities. Author of several dozen scientific publications in the field of banking and financial markets, including four monographs: ‘Global financial markets’ (PWN 2013), ‘Personal banking’ (CeDeWu 2017), and as the co-author: ‘Financial crime vol. 1. Banking, insurance, enterprises’ (Difin 2020), ‘Financial Crime Vol. 2. Financial Markets’ (Difin 2021). Since August 2009, he has been a Member of the Supervisory Board of Caspar Asset Management S.A., where in 2011–2018 he was also a Member of the Audit Committee. Since 2011, he has also been a member of the Supervisory Board and (since 2014) a member of the Audit Committee at Caspar Towarzystwo Funduszy Inwestycyjnych S.A. Since 2013, he has been a member of the Supervisory Board in F-Trust S.A.
3. Activities performed by a given person outside the Issuer, when these activities are of significant importance to the Issuer:
Not applicable.
4. Commercial law companies in which, for at least the last three years, a given person was a member of management or supervisory bodies or a partner, with an indication of whether the given person still performs functions in the bodies or is still a partner:
Mr. Płókarz has been a Member of the Supervisory Board of Caspar Towarzystwo Funduszy Inwestycyjnych S.A. since 2011, and a Member of the Audit Committee (since 2014), as well a member of the Supervisory Board of F-Trust S.A. (since 2013).
Since 2019, Mr. Płókarz has also been a Member of the Supervisory Board and Chairman of the Audit Committee in the Immobile S.A. Capital Group and in its two subsidiaries: Member of the Supervisory Board and Member of the Audit Committee in Atrem S.A. (since 2020), and Member of the Supervisory Board and Chairman of the Audit Committee at PJP Makrum S.A. (since 2020).
5. Information on whether in the last five years the person has been convicted by a final judgement for offences referred to in art. 18 § 2 of the Code of Commercial Companies or offences specified in the Act on Trading, the Act on Offering or the Act of 26 October 2000 on Commodity Exchanges, or for analogous offences within the meaning of foreign law, and an indication whether in the last five years this person received a court prohibition to act as a member of management or supervisory bodies in commercial law companies:
Mr Płókarz has not been convicted by a final judgement for the crime of fraud, and has not received a court ban on acting as a member of management or supervisory bodies in commercial law companies.
6. Details of all cases of bankruptcy, restructuring, receivership or liquidation, in the period of at least the last five years, in relation to entities in which the person served as a member of the management or supervisory body:
Not applicable.
7. Information on the conducted activity competitive to the activity of the Issuer and information whether the given person is a partner in a competitive civil or partnership company or a member of a body of a capital company or a member of a body of any competitive legal person:
Not applicable.
8. Information whether the person is listed in the register of insolvent debtors.
Mr Płókarz is not listed in the register of insolvent debtors.
Mr Płókarz does not meet the independence criteria referred to in the Code of Best Practice for WSE Listed Companies 2021 (principle 2.3) and in art. 129 sec. 3 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (Journal of Laws of 2022, item 1302, as amended).
Andrzej Tabor
Member of the Supervisory Board, Member of the Audit Committee
1. Name, surname, position held or functions performed within the Issuer and the date of expiry of the term of office for which the person was appointed:
Name: Andrzej Tabor
Function: Member of the Supervisory Board
Date of expiry of the 4-year term of office of the Supervisory Board: the term of office expires on 31 December 2026.
2. Description of qualifications and professional experience:
Mr Tabor graduated in 1995 from Concordia University in Montreal, Canada, majoring in International Finance, obtaining a Bachelor of Commerce degree. In the years 1989–1991, he also studied at Red River College Polytechnic in Winnipeg, Canada, majoring in Accounting and Finance. He started his professional career in 1995, working for ‘Korona’ Towarzystwo Funduszy Inwestycyjnych in the position of Analyst. Then in Cargill Financial Markets Inc as Equity Trader CEE he dealt with shares and derivatives in the countries of Central and Eastern Europe. Then, in the years 1999–2001, he was employed at Bank Handlowy S.A. as Director of the Analysis Department, where he gained experience in managing a brokerage house. From July 2001, he was a member of the Management Board of Erste Securities Polska S.A. He performed this function until July 2012, then took the position of Advisor to the Management Board. He held this position until June 2014, when he ended his cooperation with Erste Securities Polska S.A. In July 2014, Mr Tabor founded Heraclon International Sp. z o. o. The company is one of the first and largest audio publishers in Poland. Mr Tabor is the President of the Management Board. Heraclon International Sp. z o. o. is the owner of Audiobook.pl Sp. z o.o. and Mr Tabor is the President of the Management Board to date. In September 2018, Mr Tabor founded Heraclon Publishing Canada Inc. The company deals with publishing and distribution of audiobooks on foreign markets. Mr Tabor has been the President of the Management Board since 2018 until present.
3. Activities performed by a given person outside the Issuer, when these activities are of significant importance to the Issuer:
Not applicable.
4. Commercial law companies in which, for at least the last three years, a given person was a member of management or supervisory bodies or a partner, with an indication of whether the given person still performs functions in the bodies or is still a partner:
Mr Tabor is currently the President of the Management Board in the following companies: Heraclon International Sp. z o. o. (since July 2014), Audiobook.pl Sp. z o. o. (since January 2016) and Heraclon Publishing Canada Inc. (since September 2018).
5. Information on whether in the last five years the person has been convicted by a final judgement for offences referred to in art. 18 § 2 of the Code of Commercial Companies or offences specified in the Act on Trading, the Act on Offering or the Act of 26 October 2000 on Commodity Exchanges, or for analogous offences within the meaning of foreign law, and an indication whether in the last five years this person received a court prohibition to act as a member of management or supervisory bodies in commercial law companies:
Mr Tabor has not been convicted by a final judgement for the crime of fraud, and has not received a court ban on acting as a member of management or supervisory bodies in commercial law companies.
6. Details of all cases of bankruptcy, restructuring, receivership or liquidation, in the period of at least the last five years, in relation to entities in which the person served as a member of the management or supervisory body:
Not applicable.
7. Information on the conducted activity competitive to the activity of the Issuer and information whether the given person is a partner in a competitive civil or partnership company or a member of a body of a capital company or a member of a body of any competitive legal person:
Not applicable.
8. Information whether the person is listed in the register of insolvent debtors.
Mr Tabor is not listed in the register of insolvent debtors.
Mr Tabor meets the independence criteria referred to in the Code of Best Practice for WSE Listed Companies 2021 (principle 2.3) and in art. 129 sec. 3 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (Journal of Laws of 2022, item 1302, as amended).
Katarzyna Fabiś
Member of the Supervisory Board, Chairman of the Audit Committee
1. Name, surname, position held or functions performed within the Issuer and the date of expiry of the term of office for which the person was appointed:
Name: Katarzyna Fabiś
Function: Member of the Supervisory Board
Date of expiry of the 4-year term of office of the Supervisory Board: the term of office expires on 31 December 2026.
2. Description of qualifications and professional experience:
Chartered accountant, graduate of the Poznań University of Economics in the field of Finance and Banking. In 2002, after completing a series of ACCA trainings, she obtained the title of a British chartered accountant (Association of Chartered Certified Accountants), and in 2009 – a licence of a chartered accountant at the National Chamber of Statutory Auditors. She started her professional career in 1999 in the financial department of BZ WBK AIB Asset Management. In the years 2005–2012, she was associated with Grant Thornton Poland, where she was a Manager in the Audit Department. Then, in the years 2012–2015, she was the Audit Director and Partner for contacts with the TGS network in the 4Audyt audit company. Since 2017, she has been associated with the international John Deere group, where she runs a shared services centre in the field of accounting for John Deere Bank units and branches operating in Europe, and acts as a Representative of a Foreign Entrepreneur at a Branch at John Deere Bank S.A. Branch in Poland. Ms Fabiś has over 20 years of extensive experience in the field of verification of financial reporting, transaction advisory, IPO, business advisory, cooperating with individual entrepreneurs, with domestic and international capital groups, including companies from the financial sector and investment funds, as well as companies listed on stock exchanges.
3. Activities performed by a given person outside the Issuer, when these activities are of significant importance to the Issuer:
Not applicable.
4. Commercial law companies in which, for at least the last three years, a given person was a member of management or supervisory bodies or a partner, with an indication of whether the given person still performs functions in the bodies or is still a partner:
Representative of a Foreign Entrepreneur in a Branch at John Deere Bank S.A. Branch in Poland.
5. Information on whether in the last five years the person has been convicted by a final judgement for offences referred to in art. 18 § 2 of the Code of Commercial Companies or offences specified in the Act on Trading, the Act on Offering or the Act of 26 October 2000 on Commodity Exchanges, or for analogous offences within the meaning of foreign law, and an indication whether in the last five years this person received a court prohibition to act as a member of management or supervisory bodies in commercial law companies:
Ms Fabiś has not been convicted by a final judgement for the crime of fraud, and has not received a court ban on acting as a member of management or supervisory bodies in commercial law companies.
6. Details of all cases of bankruptcy, restructuring, receivership or liquidation, in the period of at least the last five years, in relation to entities in which the person served as a member of the management or supervisory body:
Not applicable.
7. Information on the conducted activity competitive to the activity of the Issuer and information whether the given person is a partner in a competitive civil or partnership company or a member of a body of a capital company or a member of a body of any competitive legal person:
Not applicable.
8. Information whether the person is listed in the register of insolvent debtors.
Ms Fabiś is not listed in the register of insolvent debtors.
Ms Fabiś meets the independence criteria referred to in the Code of Best Practice for WSE Listed Companies 2021 (principle 2.3) and in art. 129 sec. 3 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (Journal of Laws of 2022, item 1302, as amended).
Leszek Kasperski
Member of the Supervisory Board
1. Name, surname, position held or functions performed within the Issuer and the date of expiry of the term of office for which the person was appointed:
Name: Leszek Brunon Kasperski
Function: Member of the Supervisory Board
Date of expiry of the 5-year term of office of Supervisory Board: the term of office expires on 31 December 2028.
2. Description of qualifications and professional experience:
Mr Kasperski is a graduate of the University of Economics in Katowice. He also completed Diploma in Marketing, Chartered Institute of Marketing in Great Britain. In addition, he completed training in the field of Financial Statement Analysis, Working Capital Management (organised by the Ernst & Young Academy of Business), as well as: Leadership Development Intensive, The Scherer Leadership Center, CoachWise Essentials Program, Coaching Center, Basic program developing coaching skills, as well as numerous courses and training in sales, negotiation techniques, public speaking, people management. In the years 1994–1995, he worked at Patria Investment S.A. as an assistant to the managing director, where his basic responsibilities included: streamlining the process in companies, in particular by introducing tools for planning and controlling the finances of companies from the capital group. In 1995–1997, he worked at Konzeption Life Sp. z o. o. (a company from the Patria Investment S.A. group) as the financial director, and then he was a member of the management board, where in particular he was responsible for managing the company’s finances, co-creating and managing a network of insurance agents, developing the product offer by selecting partners – life insurance companies. In the years 1997–1998, he took the position of the branch manager in Katowice of PPTFP PIONEER S.A., where he was responsible in particular for managing the operation of the branch and the implementation of sales plans. From March 1998 to May 2008, he worked for BZ WBK AIB Towarzystwo Funduszy Inwestycyjnych S.A., at the position: Sales and Marketing Director, and then as a management board member. His main task in the company was to manage the sale of investment funds and marketing, including the Arka brand. He co-created the market strategy for BZ WBK AIB TFI. His responsibilities covered three basic areas: 1) sales management (including sales development at distributors, development of sales channels, sales volume planning and monitoring of sales plans, initiation of sales campaigns, training and development of sales and substantive skills of employees of distributors, competition monitoring, and implementation of incentive systems for sellers, initiation and reorganisation of the sales structure of investment products in the Bank Zachodni WBK group, introduction of an IT sales support system), 2) marketing management (including management of the Arka brand, management of communication channels, planning and implementation of promotional campaigns, conducting advertising campaigns, constant cooperation with journalists (PR role), launching new products for sale) and 3) customer service process management (customer service quality management at distributors, and the work of the transfer agent, price management (price negotiation system), handling customer complaints and requests). From June 2004 to May 2008, he cooperated with the company BZ WBK AIB Asset Management S.A. as the Sales and Marketing Director and a member of the management board of the company, being in charge, inter alia, of managing the process of selling asset management services. From July 2008 to March 2009, he acted as the Sales Director and the Vice-President of the Management Board of IVO Software Sp. z o.o., where he was in charge of the IVONA brand and for managing sales and marketing, and he was also a shareholder of this company. He was a member of the Supervisory Board of AmRest Holdings S.E. and Bankier.pl S.A. In August 2009, he established the company Caspar Asset Management S.A. and holds the position of the President of the Management Board to this day. Under a decision of the Financial Supervision Authority of 26 May 2010, this company received a permit to conduct brokerage activities within the scope of managing portfolios, composed of one or more financial instruments. In addition, in 2018 Caspar Asset Management S.A., based on the decision of the Polish Financial Supervision Authority of 1 August 2017, started brokerage activities in the field of accepting and transferring orders to buy or sell financial instruments, investment advice and offering financial instruments. In addition, from the registration of Caspar Towarzystwo Funduszy Inwestycyjnych S.A. (i.e. May 2011) until April 2017, he was the President of the Management Board. Since 2011, he has been the Chairman of the Supervisory Board of F-Trust S.A. He is a shareholder of Caspar Asset Management S.A.
3. Activities performed by a given person outside the Issuer, when these activities are of significant importance to the Issuer:
Since 2011, Leszek Kasperski has been the Chairman of the Supervisory Board of F-Trust S.A.
4. Commercial law companies in which, for at least the last three years, a given person was a member of management or supervisory bodies or a partner, with an indication of whether the given person still performs functions in the bodies or is still a partner:
Since 2011, Mr Leszek Kasperski has been acting as the President of the Management Board in Caspar Towarzystwo Funduszy Inwestycyjnych S.A., and from May 2011 to April 2017 as the Chairman of the Supervisory Body of F- Trust S.A.
Mr Kasperski is a shareholder of Caspar Asset Management S.A.
5. Information on whether in the last five years the person has been convicted by a final judgement for offences referred to in art. 18 § 2 of the Code of Commercial Companies or offences specified in the Act on Trading, the Act on Offering or the Act of 26 October 2000 on Commodity Exchanges, or for analogous offences within the meaning of foreign law, and an indication whether in the last five years this person received a court prohibition to act as a member of management or supervisory bodies in commercial law companies:
Mr Kaspeski has not been convicted by a final judgement for the crime of fraud, and has not received a court ban on acting as a member of management or supervisory bodies in commercial law companies.
6. Details of all cases of bankruptcy, restructuring, receivership or liquidation, in the period of at least the last five years, in relation to entities in which the person served as a member of the management or supervisory body:
Not applicable.
7. Information on the conducted activity competitive to the activity of the Issuer and information whether the given person is a partner in a competitive civil or partnership company or a member of a body of a capital company or a member of a body of any competitive legal person:
Not applicable.
8. Information whether the person is listed in the register of insolvent debtors.
Mr Kasperski is not listed in the register of insolvent debtors.
Mr. Leszek Kasperski does not meet the independence criteria referred to in the set of Good Practices of Companies Listed on the WSE 2021 (rule 2.3) and in Article 129(3) of the Act of May 11, 2017 on auditors, audit firms and public supervision (Journal of Laws 2022, item 1302, as amended).
