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HORTICO S.A. » Investor relations » Company information » Supervisory board

Supervisory board

Pursuant to § 20 of the Articles of Association of HORTICO SA, the Supervisory Board exercises permanent supervision over the activities of the Company, and in particular its powers include:

  1. assessment of the Company’s financial statements for the previous financial year,
  2. assessment of the Board of Director’s report on the Company’s operations and the Board of Director’s conclusions regarding the distribution of profits or coverage of losses
  3. submitting to the General Meeting an annual written report on the results of the activities referred to in items 1) and 2),
  4. suspension of activities for important reasons of a member or the entire Board of Directors
  5. delegating a member or members to temporarily perform the activities of the Board of Directors of the Company in the event of dismissal or suspension of the entire Board of Directors or when the Board cannot act for other reasons,
  6. approval of the regulations of the Board of Directors of the Company,
  7. appointment of a certified auditor to audit the Company’s financial statements.

The Supervisory Board consists of 5 to 7 members. Members of the Supervisory Board are appointed and recalled by the General Meeting for a joint 3-year term of office.

The first Supervisory Board was established by the merger resolution no. 1/06 / NZW / 2008 of the Extraordinary General Meeting of Shareholders of Hortico Sp. z o.o. and HORTICO Zaopatrzenie Ogrodnictwa Sp. z o.o. of 18 June 2008.

The organization, rules and procedures of the Supervisory Board are defined in the Regulations of the Supervisory Board.

The Supervisory Board composes of:

Urszula Bender

  1. name, surname, position held or functions performed within the issuer and the term of office for which the person was appointed
    name and surname and functions: Urszula Bender – Chairman of the Supervisory Board (does not perform other functions and does not hold any positions within the Issuer),
    term of office: on the date of approval of the financial statements for 2025.
  2. description of qualifications and professional experience
    A graduate of the Agricultural University in Poznań. In 2001, she passed the final ACCA (The Association of Chartered Certified Accountants) exams. She participated in many professional courses, such as “Advanced Budgeting Techniques”, “Project Management Methodology”, “Project Management in an Organization”. In the years 1993-2002 she worked for BESTFOODS (now UNILEVER), where she gained professional experience in finance and implementation of IT systems. In the years 2002-2004 worked as the Chief Accountant at BRAU UNION Polska Sp. z o.o. In 2004-2008 Urszula was associated with the BZWBK group in Asset Management and Towarzystwo Funduszy Inwestycyjnych, where she was responsible for the area of ​​ accounting management.
  3. indication of all commercial law companies in which, during at least the last three years, the person has been a member of the management or supervisory bodies or a partner, indicating whether the person continues to perform functions in the bodies or is still a partner
    During the last three years counted from the date of submitting this statement, the Supervisory Board Member was not a member of management or supervisory bodies or a partner in capital companies.
  4. information on whether a given person has been convicted by a final judgment for offenses referred to in Art. 18 § 2 of the Commercial Companies Code or the offenses specified in the Act on Trading, the Act on Offerings or the Act of 26 October 2000 on Commodity Exchanges, or for similar offenses within the meaning of foreign law, and an indication of whether a person such person has been banned from acting as a member of management or supervisory bodies in commercial companies,
    HORTICO S.A., based in Wrocław, Member of the supervisory Board (previous and current term).
  5. details of all cases of bankruptcy, restructuring, receivership or liquidation, over a period of at least the last five years, in relation to entities in which the person has served as a member of the management or supervisory body
    Not applicable
  6. information whether a given person conducts activities that are competitive to that of the issuer and whether he is a partner in a competitive civil partnership or a partnership, or a member of a body of a capital company or a member of a body of any competitive legal person
    Does not
  7. information whether a given person is entered in the register of insolvent debtors kept pursuant to the Act of August 20, 1997 on the National Court Register
    Not listed
  8. information whether a given person is entered in the register of insolvent debtors kept pursuant to the Act of August 20, 1997 on the National Court Register
    Not listed
  9. information on independence
    Wife of Robert Bender (Chairman of the Board of Directors of PNOS Sp. z o.o. – a subsidiary of HORTICO S.A.).

Anna Chmura

  1. name, surname, position or functions performed within the issuer and the term of office for which the person was appointed
    name and surname and functions: Anna Chmura – Member of the Supervisory Board (does not hold any other functions and does not hold any positions within the Issuer),
    deadline up of the term of office: on the date of approval of the financial statements for 2025
  2. description of qualifications and professional experience
    • 2002-2005: Doctorate Max-Planck Institute, Molecular Plant Physiology, Potsdam, Germany, Specialization: plant biochemistry, protein analysis
    • 2000-2002: Master Studies at the University of Wrocław, Faculty of Biotechnology, Institute of Plant Molecular Biology, Specialization: plant molecular biology
    • VI – XII 2001: Socrates Erasmus Scholarship Max-Planck Institute, Molecular Plant Physiology, Potsdam, Germany Project concerning chemical analysis of plant hormones by GCMS method.

      Experience:
    • 2012 – present: Łukasiewicz Research Network – PORT Polish Center for Technology Development (previously as Wrocław Research Center EIT + Sp.z o.o.), Deputy Director of the Research Division / Radiological Protection Inspector IOR3;
    • Previously: Head of the Laboratory Processes Support Department, acting as Deputy Director of the Biotechnology Department, Specialist for Equipment and Commissioning of Biotechnology Laboratories
    • 2010 – 2012: Managing editor and content editor MedPharm Polska Publishing House, Wrocław
    • 2005 – 2008: John Innes Center, Norwich, Great Britain Faculty of Metabolic Biology, postdoctoral fellowship
    • 2002 – 2005: Doctoral Studies, implementation of a research project in the field of protein analysis,
    • 1997 – 1998: Zepter International Polska, direct sale of biomedical devices

      Passed courses:
    • VII-XI 2015: Top ManaGear managerial competence development program, including SLII situational leadership, House of Skills
    • I 2008: Media relations; ACM Training, London, England
    • VI 2007: Personality development course and team work; Hilltop, Sheringham, England
    • X 2007: Employee efficiency through quality assurance; John Innes Center
    • IX 2006: Motivation and career development; John Innes Center
    • X 2006: Communication and negotiation techniques; John Innes Center
    • VII 2006: Future managers; John Innes Center

      Knowledge of foreign languages:
    • English – fluent
    • German – advanced
  3. an indication of the activities performed by a given person outside the issuer, when this activity is significant for the issuer
    A member of the Supervisory Board does not perform any activities outside the Issuer that would be of significant importance to the Issuer.
  4. indication of all commercial law companies in which, during at least the last three years, the person has been a member of the management or supervisory bodies or a partner, indicating whether the person continues to perform functions in the bodies or is still a partner
    HORTICO S.A., based in Wrocław, Member of the supervisory Board (previous and current term).
  5. information on whether a given person has been convicted by a final judgment for offenses referred to in Art. 18 § 2 of the Commercial Companies Code or the offenses specified in the Act on Trading, the Act on Offerings or the Act of 26 October 2000 on Commodity Exchanges, or for similar offenses within the meaning of foreign law, and an indication of whether a person such person has been banned from acting as a member of management or supervisory bodies in commercial companies,
    A member of the Supervisory Board has not been convicted of any of the above-mentioned offenses and has not received any of the above-mentioned court injunctions.
  6. details of all cases of bankruptcy, restructuring, receivership or liquidation, over a period of at least the last five years, in relation to entities in which the person has served as a member of the management or supervisory body
    Not applicable
  7. information whether a given person conducts activities that are competitive to that of the issuer and whether he is a partner in a competitive civil partnership or a partnership, or a member of a body of a capital company or a member of a body of any competitive legal person
    Does not
  8. information whether a given person is entered in the register of insolvent debtors kept pursuant to the Act of August 20, 1997 on the National Court Register
    Not listed
  9. information on independence
    Sister of Paweł Kolasa ( President of the Management Board of HORTICO S.A.).

Łukasz Kononowicz

  1. name, surname, position or functions performed within the issuer and the term of office for which the person was appointed
    name and surname and functions: – Łukasz Kononowicz – Deputy Chairman of the Supervisory Board (he does not perform other functions and does not hold any positions within the Issuer),
    term of office: on the date of approval of the financial statements for 2025.
  2. description of qualifications and professional experience
    • doctor of economic sciences in the field of accounting and finance,
    • 24 years of experience in consulting in the field of finance, controlling, business valuation, strategy formulation and implementation, and business process management in Polish and international companies,
    • in 1995-2008 an assistant and then an assistant professor at the Department of Accounting at the University of Economics in Poznań,
    • in years 1997-2001 specialist and then manager in the Capital Markets Department of BZ WBK SA,
    • in 2001-2004, senior consultant at IDS Scheer Polska,
    • in 2006-2008, senior consultant at Balanced Scorecard Collaborative GmbH,
    • since 2008, consultant and partner at StratEx Sp. z o.o.
  3. an indication of the activities performed by a given person outside the issuer, when this activity is significant for the issuer
    A member of the Supervisory Board does not perform any activities outside the Issuer that would be of significant importance to the Issuer.
  4. indication of all commercial law companies in which, during at least the last three years, the person has been a member of the management or supervisory bodies or a partner, indicating whether the person continues to perform functions in the bodies or is still a partner
    • Stratex Sp. z o.o. based in Poznań, partner (from 2008 to present),
    • HORTICO SA with its seat in Wrocław, member of the Supervisory Board (previous and present term).
  5. information on whether a given person has been convicted by a final judgment for offenses referred to in Art. 18 § 2 of the Commercial Companies Code or the offenses specified in the Act on Trading, the Act on Offerings or the Act of 26 October 2000 on Commodity Exchanges, or for similar offenses within the meaning of foreign law, and an indication of whether a person such person has been banned from acting as a member of management or supervisory bodies in commercial companies,
    A member of the Supervisory Board has not been convicted of any of the above-mentioned offenses and has not received any of the above-mentioned court injunctions.
  6. details of all cases of bankruptcy, restructuring, receivership or liquidation, over a period of at least the last five years, in relation to entities in which the person has served as a member of the management or supervisory body
    Not applicable
  7. information whether a given person conducts activities that are competitive to that of the issuer and whether he is a partner in a competitive civil partnership or a partnership, or a member of a body of a capital company or a member of a body of any competitive legal person
    Does not
  8. information whether a given person is entered in the register of insolvent debtors kept pursuant to the Act of August 20, 1997 on the National Court Register
    Not listed
  9. information on independence
    No ties to shareholders, on the Supervisory Board for more than 12 years.

Tomasz Magiera

  1. name, surname, position or functions performed within the issuer and the term of office for which the person was appointed
    name and surname and functions: Tomasz Magiera – Member of the Supervisory Board (does not perform other functions and does not hold any positions within the Issuer),
    term of office: on the date of approval of the financial statements for 2025
  2. description of qualifications and professional experience
    Higher education. From the beginning of his professional career, he has been associated with banking. Currently, he is the Manager of the Corporate Client Advisors Team at ING Bank Śląski.
  3. an indication of the activities performed by a given person outside the issuer, when this activity is significant for the issuer
    A member of the Supervisory Board does not perform any activities outside the Issuer that would be of significant importance to the Issuer.
  4. indication of all commercial law companies in which, during at least the last three years, the person has been a member of the management or supervisory bodies or a partner, indicating whether the person continues to perform functions in the bodies or is still a partner
    During the last three years counted from the date of submitting this statement, the Supervisory Board Member was a member of management or supervisory bodies or a partner in following capital companies;
    • Wrocławski Klaster Energetyczny Sp. z o.o. – President of the Board as of November 2022.
    • HORTICO SA, based in Wrocław, member of the Supervisory Board (previous term and current term).
  5. information on whether a given person has been convicted by a final judgment for offenses referred to in Art. 18 § 2 of the Commercial Companies Code or the offenses specified in the Act on Trading, the Act on Offerings or the Act of 26 October 2000 on Commodity Exchanges, or for similar offenses within the meaning of foreign law, and an indication of whether a person such person has been banned from acting as a member of management or supervisory bodies in commercial companies,
    A member of the Supervisory Board has not been convicted of any of the above-mentioned offenses and has not received any of the above-mentioned court injunctions.
  6. details of all cases of bankruptcy, restructuring, receivership or liquidation, over a period of at least the last five years, in relation to entities in which the person has served as a member of the management or supervisory body
    Not applicable
  7. information whether a given person conducts activities that are competitive to that of the issuer and whether he is a partner in a competitive civil partnership or a partnership, or a member of a body of a capital company or a member of a body of any competitive legal person hey
    Does not
  8. information whether a given person is entered in the register of insolvent debtors kept pursuant to the Act of August 20, 1997 on the National Court Register
    Not listed
  9. information on independence
    Independent

Marcin Matuszczak

  1. name, surname, position or functions performed within the issuer and the term of office for which the person was appointed
    name and surname and functions: Marcin Matuszczak – Member of the Supervisory Board (does not perform other functions and does not hold any positions within the Issuer)
    term of office: on the date of approval of the financial statements for 2025
  2. description of qualifications and professional experience
    Adam Mickiewicz in Poznań at the Faculty of Law and Administration, major: law. Participant of many courses and trainings on topics related to the capital market. He specializes in corporate law and capital market law. He also has knowledge and experience in the field of financial analysis of business entities as well as theoretical and practical issues related to investing in the capital market.
    Since 1993, he has been associated with various capital market institutions, including as a member of management and supervisory bodies and head of internal organizational units and project teams. In particular, in the years 1993–1995 and 1996–2007 an employee of Bank Zachodni WBK S.A. (Wielkopolski Bank Kredytowy S.A.). In the remaining period, he cooperated mainly with entities conducting brokerage activities and dealing with professional investments on the capital market.
    During his professional career, he was responsible, inter alia, for organizing and conducting forward financial transactions on the stock market. He also participated in the organization of numerous M&A and LBO / MBO transactions. Member of teams in large privatization projects, incl. KGHM S.A., Impexmetal S.A., PKN Orlen S.A. and numerous offers from public private companies. Responsible also in many projects for legal issues related to operations on the capital market.
  3. an indication of the activities performed by a given person outside the issuer, when this activity is significant for the issuer
    A member of the Supervisory Board does not perform any activities outside the Issuer that would be of significant importance to the Issuer.
  4. indication of all commercial law companies in which, during at least the last three years, the person has been a member of the management or supervisory bodies or a partner, indicating whether the person continues to perform functions in the bodies or is still a partner
    In the last three years counted from the date of submitting this statement, a Supervisory Board Member was a member of management or supervisory bodies or a partner in the following capital companies:
    • MONZA 33 Sp. z o.o., based in Poznań,
    • HORTICO SA, based in Wrocław, member of the Supervisory Board (previous term and current term).
  5. information on whether a given person has been convicted by a final judgment for offenses referred to in Art. 18 § 2 of the Commercial Companies Code or the offenses specified in the Act on Trading, the Act on Offerings or the Act of 26 October 2000 on Commodity Exchanges, or for similar offenses within the meaning of foreign law, and an indication of whether a person such person has been banned from acting as a member of management or supervisory bodies in commercial companies,
    A member of the Supervisory Board has not been convicted of any of the above-mentioned offenses and has not received any of the above-mentioned court injunctions.
  6. details of all cases of bankruptcy, restructuring, receivership or liquidation, over a period of at least the last five years, in relation to entities in which the person has served as a member of the management or supervisory body
    Not applicable;
  7. information whether a given person conducts activities that are competitive to that of the issuer and whether he is a partner in a competitive civil partnership or partnership, or a member of a body of a capital company or a member of a body of any competitive legal person
    Does not
  8. information whether a given person is entered in the register of insolvent debtors kept pursuant to the Act of August 20, 1997 on the National Court Register
    Not listed
  9. information on independence
    Independent

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