FOOTHILLS SPÓŁKA AKCYJNA | Corporate Governance Statement

Corporate Governance Statement

Corporate governance and best practices statement.

Source Documents

Corporate Governance Statement for 2025

Rule	Principle	Status	Company Comment
1	In addition to fulfilling the disclosure requirements specified in the relevant legal acts and regulations of the alternative trading system, the company publishes on its website, in a clear format and in a dedicated area, and promptly updates:	YES
1.1	basic information about the company, a description of its activities, as well as information on its subsidiaries and the scope of their activities;	YES
1.2	a brief description of the business model and the adopted business strategy, taking into account ESG areas included in the strategy;	YES
1.3	the date of admission of the company's shares to the alternative trading system on the NewConnect market (the debut date) and all former names of the company, if the company's name has changed since the debut date;	YES
1.4	the composition of the management board and the supervisory board of the company, and professional CVs of members of these bodies;	YES
1.5	information on the fulfillment of the independence criteria referred to in point 3 by each member of the supervisory board, including actual and significant relationships with a shareholder holding shares representing not less than 5% of the total number of votes at the company's general meeting;	NO	Due to lack of such information. The Company will strive to apply this principle.
1.6	corporate documents of the company;	YES
1.7	information materials on the company, the adopted strategy and its implementation made available to stakeholders;	YES
1.8	selected financial data and published forecasts;	YES	Financial data is included in the periodic reports published on the Company's website.
1.9	the current shareholding structure, indicating shareholders holding at least 5% of the total number of votes in the company;	YES
1.10	information documents of the company, prospectuses along with supplements, and other documents constituting the basis of a public offering of shares or the admission of shares to the alternative trading system;	YES
1.11	current and periodic reports published by the company in the last 5 years;	YES
1.12	a calendar of publication of financial reports, publicly available meetings with investors, analysts and media, and other events important from the investors' point of view;	YES
1.13	a section of questions asked to the company by both shareholders and non-shareholders, along with answers provided by the company;	YES
1.14	information on the entity with which the company has signed an agreement for the provision of Authorized Adviser services;	YES
1.15	the statement on the company's compliance with the corporate governance principles contained in this document, published in the latest annual report;	YES	This information is part of the annual report published on the website.
1.16	contact details for persons responsible in the company for communication with investors, indicating a dedicated email address or phone number.	YES
2	The scope of professional activity of members of the management board or supervisory board should ensure efficient and effective management of the company and effective supervision over the implementation of strategic goals and achieved results.	YES
3	At least two members of the supervisory board should meet the independence criteria specified in the Act of 11 May 2017 on statutory auditors, audit firms, and public supervision, and exhibit a lack of actual and significant relations with a shareholder holding at least 5% of the total number of votes in the company.	NO	The Company has not analyzed the independence of candidates to the Supervisory Board so far. The Company will strive to apply this principle in the future.
4	A member of the management board or supervisory board should avoid professional or non-professional activities that could lead to a conflict of interest or adversely affect their reputation as a member of the company's body. A member of the management board or supervisory board shall immediately inform other members of the relevant body of any conflict of interest or the possibility thereof, and shall not participate in the discussion and voting on a resolution on a matter in which a conflict of interest may arise in relation to their person.	YES
5	The company provides solutions in internal control, risk management, including risk related to the preparation of financial statements, and in compliance supervision, as well as an internal audit function. The solutions adopted by the company in this area should be adapted to the size of the company and the type and scale of its activities, as well as the level of risk associated with its operations.	YES	Due to the flat organizational structure as a result of low employment in the Company, these activities are performed by persons appointed to the managing and supervising bodies of the Company, supported by external advisors and auditors.
6	The supervisory board monitors the process of preparing financial statements within its powers. For this purpose, the supervisory board at least gets acquainted with the schedule of work necessary for the preparation of financial statements in accordance with applicable regulations, discusses this schedule with the management board, and maintains communication with the statutory auditor selected to audit the financial statements.	YES
7	The supervisory board reviews the agenda of the general meeting and issues opinions on materials to be presented by the company to the general meeting.	NO	Due to the lack of such powers of the Supervisory Board regulated in the Articles of Association of the Company or normative acts. The Articles of Association only provide for the Supervisory Board's consent to the submission by the Management Board to the General Meeting of proposals to amend the Articles of Association of the Company, to increase or decrease the share capital of the Company or proposals concerning the formulation of a public offering of the Company's shares.
8	The management board of the company, when convening a general meeting, selects the date, place and form of the general meeting in such a way as to enable the participation of as many shareholders as possible.	YES
9	In the event that the management board receives information on convening a general meeting pursuant to Art. 399 § 2 - 4 of the Commercial Companies Code, the board shall immediately perform the actions to which it is obliged in connection with the organization and holding of the general meeting. This rule also applies in the event of convening a general meeting based on an authorization issued by the registry court pursuant to Art. 400 § 3 of the Commercial Companies Code.	YES
10	Members of the management board and supervisory board participate in the general meeting, at the place of the meeting or via real-time two-way electronic communication, in a composition enabling substantive answers to questions asked during the general meeting.	YES
11	No shareholder should be privileged over other shareholders in respect of transactions concluded by the company with shareholders or their affiliates.	YES
12	Before the company concludes a significant agreement with a shareholder holding at least 5% of the total number of votes in the company or their affiliate, the management board requests the consent of the supervisory board for such a transaction. Before giving consent, the supervisory board assesses the impact of such a transaction on the interest of the company, paying attention that the interests of different groups of shareholders do not outweigh the interest of the company. Typical transactions concluded on market terms in the course of operating activities by the company with entities belonging to the company's capital group that are subject to consolidation are not subject to the above obligation. If the decision to conclude a significant agreement with a related party is made by the general meeting, the company shall provide all shareholders with access to information necessary to assess the impact of this transaction on the interest of the company before making such a decision.	NO	Due to the lack of such powers of the Supervisory Board regulated in the Articles of Association of the Company or normative acts.
13	In the event that an investor requests information about the company, the company shall provide an answer no later than within 14 days.	YES
14	In the event that the issuer breaches the disclosure obligation specified in Exhibit 3 to the Rules of the Alternative Trading System, the issuer should immediately publish, in the manner appropriate for current reports on the NewConnect market, information explaining the situation.	YES

FOOTHILLS SPÓŁKA AKCYJNA

Foothills S.A. is a public company based in Kraków, listed on the NewConnect market since 13 March 2012.

Ticker: FTL ISIN: PLTLCMD00018 NewConnect IT / Other

Rule

Principle

Status

Company Comment

In addition to fulfilling the disclosure requirements specified in the relevant legal acts and regulations of the alternative trading system, the company publishes on its website, in a clear format and in a dedicated area, and promptly updates:

YES

1.1

basic information about the company, a description of its activities, as well as information on its subsidiaries and the scope of their activities;

YES

1.2

a brief description of the business model and the adopted business strategy, taking into account ESG areas included in the strategy;

YES

1.3

the date of admission of the company's shares to the alternative trading system on the NewConnect market (the debut date) and all former names of the company, if the company's name has changed since the debut date;

YES

1.4

the composition of the management board and the supervisory board of the company, and professional CVs of members of these bodies;

YES

1.5

information on the fulfillment of the independence criteria referred to in point 3 by each member of the supervisory board, including actual and significant relationships with a shareholder holding shares representing not less than 5% of the total number of votes at the company's general meeting;

Due to lack of such information. The Company will strive to apply this principle.

1.6

corporate documents of the company;

YES

1.7

information materials on the company, the adopted strategy and its implementation made available to stakeholders;

YES

1.8

selected financial data and published forecasts;

YES

Financial data is included in the periodic reports published on the Company's website.

1.9

the current shareholding structure, indicating shareholders holding at least 5% of the total number of votes in the company;

YES

1.10

information documents of the company, prospectuses along with supplements, and other documents constituting the basis of a public offering of shares or the admission of shares to the alternative trading system;

YES

1.11

current and periodic reports published by the company in the last 5 years;

YES

1.12

a calendar of publication of financial reports, publicly available meetings with investors, analysts and media, and other events important from the investors' point of view;

YES

1.13

a section of questions asked to the company by both shareholders and non-shareholders, along with answers provided by the company;

YES

1.14

information on the entity with which the company has signed an agreement for the provision of Authorized Adviser services;

YES

1.15

the statement on the company's compliance with the corporate governance principles contained in this document, published in the latest annual report;

YES

This information is part of the annual report published on the website.

1.16

contact details for persons responsible in the company for communication with investors, indicating a dedicated email address or phone number.

YES

The scope of professional activity of members of the management board or supervisory board should ensure efficient and effective management of the company and effective supervision over the implementation of strategic goals and achieved results.

YES

At least two members of the supervisory board should meet the independence criteria specified in the Act of 11 May 2017 on statutory auditors, audit firms, and public supervision, and exhibit a lack of actual and significant relations with a shareholder holding at least 5% of the total number of votes in the company.

The Company has not analyzed the independence of candidates to the Supervisory Board so far. The Company will strive to apply this principle in the future.

A member of the management board or supervisory board should avoid professional or non-professional activities that could lead to a conflict of interest or adversely affect their reputation as a member of the company's body. A member of the management board or supervisory board shall immediately inform other members of the relevant body of any conflict of interest or the possibility thereof, and shall not participate in the discussion and voting on a resolution on a matter in which a conflict of interest may arise in relation to their person.

YES

The company provides solutions in internal control, risk management, including risk related to the preparation of financial statements, and in compliance supervision, as well as an internal audit function. The solutions adopted by the company in this area should be adapted to the size of the company and the type and scale of its activities, as well as the level of risk associated with its operations.

YES

Due to the flat organizational structure as a result of low employment in the Company, these activities are performed by persons appointed to the managing and supervising bodies of the Company, supported by external advisors and auditors.

The supervisory board monitors the process of preparing financial statements within its powers. For this purpose, the supervisory board at least gets acquainted with the schedule of work necessary for the preparation of financial statements in accordance with applicable regulations, discusses this schedule with the management board, and maintains communication with the statutory auditor selected to audit the financial statements.

YES

The supervisory board reviews the agenda of the general meeting and issues opinions on materials to be presented by the company to the general meeting.

Due to the lack of such powers of the Supervisory Board regulated in the Articles of Association of the Company or normative acts. The Articles of Association only provide for the Supervisory Board's consent to the submission by the Management Board to the General Meeting of proposals to amend the Articles of Association of the Company, to increase or decrease the share capital of the Company or proposals concerning the formulation of a public offering of the Company's shares.

The management board of the company, when convening a general meeting, selects the date, place and form of the general meeting in such a way as to enable the participation of as many shareholders as possible.

YES

In the event that the management board receives information on convening a general meeting pursuant to Art. 399 § 2 - 4 of the Commercial Companies Code, the board shall immediately perform the actions to which it is obliged in connection with the organization and holding of the general meeting. This rule also applies in the event of convening a general meeting based on an authorization issued by the registry court pursuant to Art. 400 § 3 of the Commercial Companies Code.

YES

Members of the management board and supervisory board participate in the general meeting, at the place of the meeting or via real-time two-way electronic communication, in a composition enabling substantive answers to questions asked during the general meeting.

YES

No shareholder should be privileged over other shareholders in respect of transactions concluded by the company with shareholders or their affiliates.

YES

Before the company concludes a significant agreement with a shareholder holding at least 5% of the total number of votes in the company or their affiliate, the management board requests the consent of the supervisory board for such a transaction. Before giving consent, the supervisory board assesses the impact of such a transaction on the interest of the company, paying attention that the interests of different groups of shareholders do not outweigh the interest of the company. Typical transactions concluded on market terms in the course of operating activities by the company with entities belonging to the company's capital group that are subject to consolidation are not subject to the above obligation. If the decision to conclude a significant agreement with a related party is made by the general meeting, the company shall provide all shareholders with access to information necessary to assess the impact of this transaction on the interest of the company before making such a decision.

Due to the lack of such powers of the Supervisory Board regulated in the Articles of Association of the Company or normative acts.

In the event that an investor requests information about the company, the company shall provide an answer no later than within 14 days.

YES

In the event that the issuer breaches the disclosure obligation specified in Exhibit 3 to the Rules of the Alternative Trading System, the issuer should immediately publish, in the manner appropriate for current reports on the NewConnect market, information explaining the situation.

YES