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Current report 19/2018 - Content of reporting documents adopted by the Supervisory Board of the Issuer,

in connection with the proceedings of the Ordinary General Shareholders' Meeting of “Amica Spółka Akcyjna”

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Current Report 19/2018

Title: Content of reporting documents adopted by the Supervisory Board of the Issuer, in

connection with the proceedings of the Ordinary General Shareholders' Meeting of “Amica

Spółka Akcyjna”

Legal basis: Current and periodic information

The Management Board of “Amica Spółka Akcyjna” (“Issuer”) makes public the text of the

Reports of the Supervisory Board of the Issuer on the Assessment of the Individual and

Consolidated Financial Statements and Management Board's Report on the Activities of the

“Amica” Company and Capital Group, adoption of the Report of the Supervisory Board, Report

of the Audit Committee and Report of the Operating Committee on the Activities in 2017,

adopted at the meeting of the supervisory body of “Amica S.A.” today (i.e. on 27 June 2018).

The said reports will be presented during tomorrow's proceedings of the Ordinary General

Shareholders' Meeting of “Amica Spółka Akcyjna”, as part of Point 11 of the agenda, (“11.

Presentation and consideration of the Supervisory Board's Report on the Company's activities

in 2017 and the results of the assessment of the reports: on the activities of the Company and

the Capital Group in 2017, the financial statements of the Company and the Capital Group for

the year 2017 and the Management Board's motion for the distribution of the profit for 2017”).

A.

REPORT OF THE SUPERVISORY BOARD OF

“AMICA SPÓŁKA AKCYJNA” WITH ITS REGISTERED OFFICE IN WRONKI

ON THE ASSESSMENT OF THE INDIVIDUAL FINANCIAL STATEMENTS AND THE ASSESSMENT

OF THE MANAGEMENT BOARD'S REPORT ON THE ACTIVITIES OF “AMICA SPÓŁKA

AKCYJNA” IN 2017

The Supervisory Board of “Amica Spółka Akcyjna”, acting pursuant to Article 382 § 3

of the Commercial Companies Code, approves the Financial Statements of Amica Spółka

Akcyjna for the financial year ended 31 December 2017 and the Management Board’s Report

on the Company’s Activities for the period from 1 January 2017 to 31 December 2017, as

submitted by the Management Board.

The Supervisory Board finds that:



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1) the financial statements and the Management Board's Report have been prepared in

accordance with the provisions of the Act of 11 May 2017 on statutory auditors, audit

firms and public oversight (i.e. Journal of Laws of 2017 item 1089) and of the

Regulation of the Minister of Finance of 19 February 2009 on current and interim

reports published by issuers of securities and on conditions for recognition of

information required by the non-Member State regulations as equivalent (i.e. Journal

of Laws of 2014 item 133 as amended);

2) the Financial Statements have been prepared on the basis of properly maintained

accounting records and present in all material respects a true and fair view of the

financial position of the Company as at 31 December 2017;

3) the audited documents present fairly and clearly all the information essential to

evaluate the economic and financial position of the Company;

4) the auditor's opinion on the financial statements is an unqualified opinion and fully

confirms the reliability and accuracy of the financial statements;

5) the Report of the Management Board on the Company's Activities properly reflects the

scope of the Company's activities in 2017.

The Supervisory Board raises no objections as to the content of the submitted financial

statements.

The Supervisory Board finds that the information contained in the audited Report of the

Management Board on the Company's Activities for the year 2017 is consistent with the

information contained in the Financial Statements for the year ended 31 December 2017.

Furthermore, having reviewed the proposal of the Management Board of “Amica Spółka

Akcyjna” for the distribution of profit for the year 2017, the Supervisory Board approves the

proposal and recommends that it should be submitted to the Ordinary General Meeting of the

Company in the version provided for in the Resolution No. 03/IV/2018 of the Management

Board of “Amica Spółka Akcyjna” with its registered office in Wronki of 25 April 2018 on the

wording of the Management Board's proposal for the distribution of the profit generated in the

period from 01 January 2017 to 31 December 2017.

Poznań, 27 June 2018.

Signatures:



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/-/

Tomasz RYNARZEWSKI

/-/

Artur MAŁEK

/-/

Tomasz DUDEK

/-/

Andrzej KONOPACKI

/-/

Piotr RUTKOWSKI

/-/

Paweł WYRZYKOWSKI

*******

B

REPORT OF THE SUPERVISORY BOARD OF

“AMICA SPÓŁKA AKCYJNA” WITH ITS REGISTERED OFFICE IN WRONKI

ON THE ASSESSMENT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE

ASSESSMENT OF THE MANAGEMENT BOARD'S REPORT ON THE ACTIVITIES OF THE

“AMICA SPÓŁKA AKCYJNA” CAPITAL GROUP IN 2017

The Supervisory Board of Amica Spółka Akcyjna, acting pursuant to Article 382 § 3 of

the Commercial Companies Code, approves the Consolidated Financial Statements of Amica

Spółka Akcyjna for the financial year ended 31 December 2017 and the Management Board’s

Report on the Activities of the Amica Spółka Akcyjna Capital Group for the period from 01

January 2017 to 31 December 2017, as submitted by the Management Board.

The Supervisory Board finds that:

1) the consolidated financial statements and the Management Board's Report on the

Activities of the Amica Spółka Akcyjna Capital Group have been prepared in accordance

with the provisions of the Act of 11 May 2017 on statutory auditors, audit firms and

public oversight (i.e. Journal of Laws of 2017 item 1089) and of the Regulation of the

Minister of Finance of 19 February 2009 on current and interim reports published by

issuers of securities and on conditions for recognition of information required by the

non-Member State regulations as equivalent (i.e. Journal of Laws of 2014 item 133 as

amended);



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2) the Consolidated Financial Statements have been prepared on the basis of properly

maintained accounting records and present in all material respects a true and fair view

of the financial position of the Group as at 31 December 2017;

3) the audited documents present fairly and clearly all the information essential to

evaluate the economic and financial position of the Group;

4) the auditor's opinion on the financial statements is an unqualified opinion and fully

confirms the reliability and accuracy of the financial statements;

5) the Report of the Management Board on the Capital Group's Activities properly reflects

the scope of the Group's activities in 2017.

The Supervisory Board raises no objections as to the content of the submitted financial

statements.

The Supervisory Board finds that the information contained in the audited Report of the

Management Board on the Activities of the Amica Spółka Akcyjna Capital Group for the year

2017 is consistent with the information contained in the Consolidated Financial Statements for

the year ended 31 December 2017.

Poznań, 27 June 2018.

Signatures:

/-/

Tomasz RYNARZEWSKI

/-/

Artur MAŁEK

/-/

Tomasz DUDEK

/-/

Andrzej KONOPACKI

/-/

Piotr RUTKOWSKI

/-/

Paweł WYRZYKOWSKI

*******

REPORT

OF THE SUPERVISORY BOARD OF AMICA S.A. with registered office in Wronki

on activities in the period from 01/01/2017 to 31/12/2017



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I. In the period from 01/01/2017 to 20/10/2017, the Company's Supervisory Board was

composed of the following persons:

1. Jacek BARTMIŃSKI – Independent Member of the Supervisory Board/Chair

of the Audit Committee

2. Tomasz DUDEK – Member of the Supervisory Board

3. Dariusz FORMELA – Independent Member of the Supervisory Board, Vice-

Chair of the Supervisory Board

4. Piotr RUTKOWSKI – Member of the Supervisory Board

5. Tomasz RYNARZEWSKI – Chairman of the Supervisory Board

6. Paweł WYRZYKOWSKI – Member of the Supervisory Board

Messrs Jacek Bartmiński and Dariusz Formela submitted their resignation from

participation in the work of the supervisory body on 20 October 2017. Pursuant to § 20

para. 4 of the Articles of Association of the Company, the Supervisory Board appointed

Messrs Andrzej Konopacki i Artur Małek as its members, by co-option, on the same day.

II. In the period from 20/10/2017 to 31/12/2017, the Company's Supervisory Board was

composed of the following persons:

1. Tomasz DUDEK – Member of the Supervisory Board

2. Andrzej KONOPACKI – Independent Member of the Supervisory Board/Chair

of the Audit Committee

3. Artur MAŁEK – Independent Member of the Supervisory Board, Vice-Chair of

the Supervisory Board

4. Piotr RUTKOWSKI – Member of the Supervisory Board

5. Tomasz RYNARZEWSKI – Chairman of the Supervisory Board

6. Paweł WYRZYKOWSKI – Member of the Supervisory Board

III. In 2017, the Members of the Supervisory Board held six meetings at full

complement on: 8 February, 28 April, 22 June, 8 October, 20 November and 21

December, adopting 28 resolutions in total.

Moreover, the Audit Committee and the Operating Committee had their separate

meetings throughout the reporting period.

Three Members of the Supervisory Board worked in the Audit Committee. From 20

October 2017 it had the following members:



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1. Andrzej KONOPACKI – Chair of the Audit Committee

2. Artur MAŁEK – Member of the Audit Committee

3. Paweł WYRZYKOWSKI – Member of the Audit Committee

The above-mentioned Members meet the requirements for holding the qualifications

to perform the function of a member of the Audit Committee formulated in Art. 129

para. 1, 3 and 5 of the Act of 11 May 2017 on statutory auditors, audit firms and public

oversight. The compliance of qualifications held with the content of the above-

mentioned article of the Act was verified on the basis of relevant questionnaires for the

Members of the Supervisory Board of Amica S.A. filled in by the Members of the Audit

Committee.

In 2017, the Audit Committee held five meetings on: 24 March, 28 August, 27 October,

27 November and 21 December.

Three consecutive Members of the Supervisory Board were included in the Operating

Committee:

1. Tomasz RYNARZEWSKI – Chair of the Operating Committee

2. Tomasz DUDEK – Member of the Operating Committee

3. Piotr RUTKOWSKI – Member of the Operating Committee

In the reporting year, the Operating Committee held three meetings on: 10 April, 29

September and 28 November.

Each meeting was attended by all Members of a relevant Committee. In the periods

between the meetings of the Supervisory Board, its Members contacted the

representatives of the Management Board and Directors individually to obtain

additional explanations and comments on the operations, activities undertaken and

functioning of the Company.

IV. The issues and topics discussed during the Supervisory Board meetings can be divided

into two major groups (the list of resolutions of the Supervisory Board is enclosed as an

annex hereto):

1. Current operations and perspective strategy for the functioning and development

of the Amica Company and Group.

2. Performing of the Supervisory Board duties in the field of supervision of the

Company's activity.



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Item 1.

During the meetings held either among themselves or at plenary sessions with the

participation of the Management Board and invited employees of the Company, the Members

of the Supervisory Board conducted an analysis, assessment and supervision of the following

groups of issues and topics related to the activities of the Amica Company and Group:

a) Efficiency, effectiveness as well as risk diagnosis and prevention in the functioning

and activities of the Company

The Company and the entire Group pursue the strategic goal of systematic

improvement of its goodwill, which requires both the recognition and effective

prevention of the impact of external and internal threats on the stability of their

functioning and operations. Within this framework, the Company creates

appropriate mechanisms, procedures and instruments to effectively compete in

foreign markets and in the domestic market, eliminate or mitigate any risks in the

Company's environment e.g. related to exchange rate volatility and

unpredictability, and respond to the possible negative impact of higher changes in

prices of raw materials, supplies and intermediate products. Similarly, a highly-

efficient diagnosis and elimination of threats in the current functioning processes

of the Company are required. The Company's Management Board expects that the

measures taken will lead to systematic increase in the profitability of sales and will

improve the safety and stability of the Company's operations and activities. The

listed activities were the subject of interest, analysis, evaluation and relevant

recommendations of the Members of the Supervisory Board during its meetings.

Members of the Supervisory Board dealt with specific issues relating to, among

other things:

- occurrence of potential and real risks and threats in all areas of activity and

operation of the Company,

- effectiveness of the savings programs related to the procurement policy and to the

reduction of production costs,

- implementation of production of new more technologically advanced products

aimed to ensure higher returns on sales,

- strategy of hedging exchange rate exposure,

- occurrence of cybercrime threats.



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All the listed issues were analysed in detail and further explored during the

reporting period at the meetings of the Audit Committee and the Operating

Committee.

b) Current financial management

As part of each meeting with a traditional programme, the Supervisory Board of

the Company received from the Management Board information concerning the

current economic and financial standing of the Company and Group, financial

policy of the Company, detailed financial analysis, working capital management

strategy and risk mitigation strategy. At each meeting, the Members of the

Supervisory Board assessed the presented data with sales presented by regions and

directions and considering the assortment lines in the sales. The discussions held

by members of the Supervisory Board with regard to this group of issues involved

an analysis of the implementation of financial tasks of the Company and Amica

Capital Group in particular months and quarters of 2017 (comparative analysis

comprising the results and indicators of 2016, the level of implementation of the

2017 budget, the diagnosis of opportunities and threats, economic and financial

indicators).

The Supervisory Board has systematically monitored the quality of the financial

reporting process at the Company, mainly through the performance of the tasks set

forth by the Audit Committee.

c) Trade, investment, organizational, marketing, purchasing and human resources

policies

The spheres mentioned in this point belong to the most important determinants

for the achievement of the targeted results of the Company and Group and the

efficiency of their operations. On that account, the Members of the Supervisory

Board supervised the undertakings of the Company with great insight and assessed

their effectiveness in all the areas. The subject matter of interest and evaluation

included, among others, the objectives and their implementation in the sphere of

trade policy, pricing policy, brand positioning in different markets and support of

this process in the field of promotion and marketing, market shares in particular

product groups and geographical regions as well as marketing and commercial



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strategies for introduction of new products and goods to the market. The analysis

involved also the monthly and quarterly sales figures for domestic and foreign

markets, as compared to the values assumed in the 2017 Budget. The Supervisory

Board has also conducted a comparative analysis of the sales results of individual

Amica Group Companies, with particular focus on the potential threats to

achievement of the objectives set and the emerging market opportunities. The

activities of the companies operating on the key European markets in Poland,

Germany, Russia and Scandinavia are subject to evaluation. Given the significant

fluctuations in the value of the currencies in certain markets, attention has been

paid to the need to take appropriate measures in the area of the exchange rate

hedging policy and the pricing policy in markets where transactions are settled in

particularly volatile currencies.

In the sphere of investments, the Members of the Supervisory Board were

particularly interested in the implementation of the modern logistics base in

Wronki, but also in the replacement investments in technology and infrastructure.

Due to the essential share of goods in the sales of the Company and Group as well

as the significance of the imports of raw materials and supplies, the Supervisory

Board, both at full complement and also at the meetings of the Operating

Committee, paid special attention to the results of the purchasing policy carried

out, being the most interested in assessing the opportunities for import

diversification and identifying potential threats related to an increase in the prices

of imported goods and components.

The changes made to the structure of Amica Handel i Marketing attracted the

interest of the Supervisory Board, especially as regards their underlying business

and management philosophies as well as potential opportunities and threats

related to their implementation.

In the widely understood area of HR policy, the Members of the Supervisory Board

have attached particular importance to the effective implementation thereof in the

context of current and anticipated challenges resulting from acquisition and

development activities of the Company, crisis prevention procedures and

promotion policy.

d) Forward-looking development strategy



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The Amica Company and Group implement their development strategy based on

two parallel, intertwined processes. One of them aims to prepare the targets and

results as part of the budget prepared for the next year, whereas another is the

implementation of the long-term HIT 2023 strategy. In the final months of 2017,

the Members of the Supervisory Board learned the assumptions and strategic

objectives adopted in the draft budget 2018, problems in the budgeting process

methodology and schedule. Particular attention was paid to the viability of the

adopted assumptions, the correct assessment of the potential risks and

opportunities for achievement of the values assumed in the Budget as well as their

expected impact on the financial result and functioning of the Company and Group.

The premises for assessment of the budget assumptions and the strategic

objectives set included their potential impact on the consistent improvement of the

efficiency of production, investment, organizational and managerial processes as

well as the increase of profitability of domestic and foreign sales, and consequently

the systematic increase of the Company value. The analysis covered also the degree

of achievement of the business and financial goals of the Company and the entire

Amica Group adopted in the 2017 and 2018 Budgets and the HIT-2023 Strategy.

e) Geographic and product-line diversification of sales/acquisition activities

The geographic and product-line diversification of sales as well as acquisition

activities are not only a major determinant of the achievement of the main strategic

goal, which is the systematic increase of the value of the Amica Group, but also an

important condition to ensure the stability and security of its functioning and

operations in the context of dynamic changes in the immediate and further

economic and political environments.

The Company's acquisition activities have gained particular importance over the

recent years. The main criteria for assessment of undertaking and implementing

activity are the synergies created by each acquisition process in the field of

commerce, manufacture, purchasing, logistics and services, which increase the

effectiveness of a given project and thereby foster the implementation of current

and prospective strategic and business objectives. The Members of the Supervisory

Board were especially interested in acquisitions carried of in the British and French

markets and analysed the relevant activities of the Management Board on an

ongoing basis and provided their comments and observations.



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Item 2.

The competencies and commitments for the supervision of the Company's operations,

whether arising from the Code or from the need for the Company to comply with corporate

governance rules, were fulfilled by the Supervisory Board in plenary sessions at full

complement and also at the meetings of the Audit Committee and Operating Committee.

Members of the Board adopted appropriate resolutions concerning, inter alia, materials

prepared for the General Meeting of the Company, proposals for the distribution of the balance

sheet profit, separate and consolidated financial statements, amendments to the Company's

Articles of Association, reports on the activities of the Management Board and the appointment

of an auditor to audit the separate and consolidated financial statements of the Company and

of Amica Group, as appropriate.

The supervision concerns the remuneration policy and setting remuneration amounts for the

Members of the Management Board of the Company as well as the issue of opinions as regards

the members of the Management Boards of the other companies in the Group. The Supervisory

Board assessed and supervised how the Company met its obligations to provide information

on the application of corporate governance rules, which were defined by the Stock Exchange

Council and in the regulations on current and interim reports published by issuers of securities.

In the framework of the Audit Committee's works, members of the Supervisory Board paid

special attention to collaboration with the external auditor, inter alia, as regards the

examination of the risk diagnosis and valuation mechanisms. Within this sphere of activity,

the Supervisory Board has also prepared a brief assessment of the Company's economic and

financial standing in 2017.

Reports on the Activities of the Audit Committee and Operating Committee of the Supervisory

Board of Amica S.A. in 2017 constitute an integral part of this Report.

Wronki, 26/05/2018 For the Supervisory Board of AMICA S.A.

Chairman of the Supervisory Board

/-/

Tomasz Rynarzewski



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*******

D.

REPORT

OF THE AUDIT COMMITTEE OF THE SUPERVISORY BOARD

AMICA SPÓŁKA AKCYJNA

ON THE ACTIVITIES IN 2017

Report on the Activities of the Audit Committee

Audit Committee of “Amica Spółka Akcyjna” on the Activities in 2017

I. Audit Committee.

The Audit Committee of “Amica Spółka Akcyjna” (hereinafter the Audit Committee)

acts pursuant to and within the scope defined in the provisions of the Act of 11 May 2017

on statutory auditors, audit firms and public oversight (Journal of Laws of 2017 item 1089)

and the Rules of the Audit Committee.

II. The composition of the Audit Committee in 2017.

From 1 January 2017 to 20 October 2017 the Audit Committee performed its activities

in the below-mentioned composition:

Mr Jacek Bartmiński – Chair of the Audit Committee,

Mr Dariusz Formela – Member of the Audit Committee,

Mr Paweł Wyrzykowski – Member of the Audit Committee.



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On 20 October 2017 Mr Jacek Bartmiński submitted his resignation from the function

in the Supervisory Board of “Amica Spółka Akcyjna” and from participation in the Audit

Committee of “Amica Spółka Akcyjna” - with effect as at 20 October 2017. Given the

foregoing, Mr. Jacek Bartmiński ceased to be a Member of the Supervisory Board of “Amica

Spółka Akcyjna” and further no longer sits on the Audit Committee of “Amica Spółka

Akcyjna”.

On account of the resignation submitted by the former member of the Supervisory

Board of “Amica Spółka Akcyjna”, i.e. Mr Jacek Bartmiński, the Supervisory Board of

“Amica Spółka Akcyjna”, pursuant to § 20 para. 4 of the Articles of Association of “Amica

Spółka Akcyjna”, appointed, by co-option, Mr Andrzej Konopacki as a member of the

Supervisory Board of “Amica Spółka Akcyjna” on 20 October 2017.

On 20 October 2017 Mr Dariusz Formela submitted his resignation from the function

in the Supervisory Board of “Amica Spółka Akcyjna” and from participation in the Audit

Committee of “Amica Spółka Akcyjna” - with effect as at 20 October 2017.

Given the foregoing, Mr. Dariusz Formela ceased to be a Member of the Supervisory

Board of “Amica Spółka Akcyjna” (and perform his duties as Vice-President of the

Supervisory Board) and further no longer sits on the Audit Committee of “Amica Spółka

Akcyjna”.

On account of the resignation submitted by the former member of the Supervisory

Board of “Amica Spółka Akcyjna”, i.e. Mr Dariusz Formela, the Supervisory Board of

“Amica Spółka Akcyjna”, pursuant to § 20 para. 4 of the Articles of Association of “Amica

Spółka Akcyjna”, appointed, by co-option, Mr Artur Małek as a member of the Supervisory

Board of “Amica Spółka Akcyjna” on 20 October 2017.

On 20 October 2017, the Supervisory Board of “Amica Spółka Akcyjna”, pursuant to the

Rules of the Audit Committee of the Supervisory Board of “Amica Spółka Akcyjna”, selected

from among the Members of the Supervisory Board of “Amica Spółka Akcyjna” the

following persons as members of the Audit Committee:

1) Mr. Andrzej Konopacki,

2) Mr. Artur Małek,

3) Mr. Paweł Wyrzykowski.

[Pursuant to point 5.1 of the agenda of the Ordinary General Shareholders Meeting of

“Amica S.A.” (“General Shareholders' Meeting”) convened on 5 December 2017, i.e. “Adoption



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of resolutions on approval of the appointment (co-option) of members of the Supervisory

Board”, the General Shareholders' Meeting approved the co-option of Mr Andrzej Konopacki

and Mr Artur Małek, who were appointed members of the Supervisory Board of “Amica S.A.”

on 20 October 2017].

From 20 October 2017 to 31 December 2017 the Audit Committee performed its activities

in the below-mentioned composition:

Mr Andrzej Konopacki – – Chair of the Audit Committee,

Mr Artur Małek – Member of the Audit Committee,

Mr Paweł Wyrzykowski – Member of the Audit Committee.

[By the date of this statement, the composition of the Audit Committe has not changed]

The independence criteria of the Members of the Audit Committee are met by Mr

Andrzej Konopacki and Mr Artur Małek, who submitted relevant declarations to confirm

the independence requirement as defined in § 21 and § 22 of the Articles of Association of

Amica S.A. and Art. 129 para. 3 of the Act of 11 May 2017 on statutory auditors, audit firms

and public oversight.

III. Activities of the Audit Committee in 2017.

From 1 January 2017 to 31 December 2017, the Audit Committee held 6 meetings. The

meetings of the Audit Committee were held on: 24 March 2017, 28 August 2017, 28 September

2017, 27 October 2017, 27 November 2017 and 21 December 2017. All the meetings were held

in the presence of all the members of the Committee. Minutes of the meetings of the Audit

Committee were drawn and all of them were properly adopted and signed. All the resolutions

of the Audit Committee were also signed and numbered in sequence.

The meetings were attended by the Members of the Audit Committee, Members of the

Management Board and executive staff as well as invited guests, including representatives of

the entity which audited the financial statements of the Company. Those closely cooperating

with the Audit Committee included in particular: Vice-President of the Management Board for

Finance and Controlling, Chief Accountant, Controlling Director, HR and Administration

Director, Audit and Internal Control Manager, Risk Manager and representatives of Grant

Thornton Polska Sp. z o.o. sp.k. with its registered office in Poznań.



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Moreover, the Chair of the Audit Committee held a number of individual meetings, without

the participation of the Members of the Management Board, with key managers of the

Company and a representative of the auditor.

The following issues were particularly discussed by the Audit Committee:

presentation to the Supervisory Board of recommendations on the evaluation of

financial statements for the year of 2016 and interim financial statements for 2017

prepared by the Management Board;

development of a Policy and procedure for the selection of an entity authorised to

conduct a statutory audit of financial statements;

development of a Policy for the provision of non-audit services for “Amica S.A.” and

companies in the “Amica S.A.” Capital Group by the audit firm, entities related to the

audit firm or by a member of the audit firm network;

issue of opinions on changes in the Rules of the Audit Committee;

recommendations concerning further cooperation – in the years 2017-2018 – with the

statutory auditor Grant Thornton Polska Sp. z o.o.;

recommendations whether to entrust the entities in the Grant Thornton International

Ltd. Group with (i) an audit of the individual financial statements for 2017 and 2018 of

the companies: Amica Handel i Marketing Sp. z o.o. and Marcelin Management Sp. z

o.o., (ii) an audit of the individual financial statements for 2017 and 2018 of the

companies: Nova Panorama Sp. z o.o., Nowe Centrum Sp. z o.o., Inteco Business Sp. z

o.o. and Profi Enamel Sp. z o.o. and (iii) a review of the audit documentation of the

companies: Hansa OOO (Rosja), Amica International Sp. z o.o. and The CDA Group

Ltd;

discussion with the auditor of the scope, schedule and method of work organisation for

the audit of the financial statements of the Company and Capital Group for 2017.

The Audit Committee performed an ongoing evaluation of the financial results achieved by

the Company, monitored the financial reporting process, monitored the effectiveness of

internal control and risk management systems, monitored how financial review activities were

conducted, checked and monitored the independence of the auditor and informed the

Supervisory Board about the content of the recommendation concerning the selection of the

auditor to audit the financial statements of the Company, (concerning further cooperation –

in the years 2017-2018 – with the auditor of “Amica Spółka Akcyjna” – a company under the



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business name of: Grant Thornton Polska Spółka z ograniczoną odpowiedzialnością Spółka

komandytowa z siedzibą w Poznaniu and whether to entrust the entities in theGrant Thornton

International Ltd. Group with (i) an audit of the individual financial statements for 2017 and

2018 of the companies: Amica Handel i Marketing Sp. z o.o. and Marcelin Management Sp. z

o.o., (ii) an audit of the individual financial statements for 2017 and 2018 of the companies:

Nova Panorama Sp. z o.o., Nowe Centrum Sp. z o.o., Inteco Business Sp. z o.o. and Profi

Enamel Sp. z o.o. and (iii) a review of the audit documentation of the companies: Hansa OOO

(Rosja), Amica International Sp. z o.o. and The CDA Group Ltd).

The Audit Committee finds that the cooperation with the management of the Company

went well and its evaluation of the Management Board's activities is positive. The Management

Board promptly provided the Audit Committee with any information or explanations

requested. The Management Board provided technical and organisational measures to enable

the Audit Committee to perform its tasks correctly, met its reporting obligations by due dates

and prepared the information for presentation in a reliable and accurate manner.

Financial reporting

As a result of the audit performed, the independent statutory auditor of the Company

issued the opinion that the consolidated financial statements presented a reliable and clear

view of the economic and financial standing as at 31 December 2017 and the financial result

for the financial ending on 31 December 2017 and its form and content were consistent with

the regulations and provisions of the Articles of Association binding the Group.

Based on the audits and reports of the independent statutory auditor as well as its own

review procedures, the Audit Committee recommended that the Supervisory Board accepts the

financial statements of the “Amica” Company and Capital Group for 2017.

As part of its own financial information review procedures, the Committee e.g.:

- reviewed the accounting policy;

- discussed crucial accounting rules and crucial values based on professional judgement

and estimates at separate meetings with the executive staff and the auditor of the Group;

- discussed essential issues of financial reporting with the auditor and drew the auditor's

attention to the issues important from the perspective of the Committee's tasks;

- discussed the Management Board's statement for the auditor with the auditor;



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- discussed changes to the financial reporting according to the IFRS and impact on the

Company's financial statements with the executive staff;

- discussed, with the executive staff and with the auditor separately, the crucial issues of

the financial statements for 2017, including in particular: the acquisition of a subsidiary, loss

of value of intangible assets, accounting of hedging transactions and establishing of reserves.

External audit

The Committee received from the auditor a confirmation of independence in line with the

provisions of the Act on statutory auditors, Regulation 537/2014 and principles of professional

ethics of statutory auditors.

As part of the supervision of the external audit, the Committee e.g..:

- prior to the commencement of the proper audit - discussed, at a meeting with

representatives of the team designated by the audit firm to audit the annual statements of

the Company: the audit methodology of Grant Thornton, overall audit strategy for the

consolidated statements, audit risk assessment and the auditor's response to the risks

assumed, audit plan, scope, type and schedules;

- discussed, with the auditor, in general terms, the audit procedure, preliminary findings

and conclusions; they also discussed draft audit report and draft report for the Committee.

On a separate basis, the members of the Committee discussed among themselves the final

version of the report for the Committee and learned the position of the executive staff.

The Committee granted its consent to the auditor providing, within the Group, the

following permissible services other than the audit:

conduct a finance and tax analysis of the company under the name of: Sideme SA

Societe Industrielle d’Equipement Moderne (“Sideme”), as part of the due diligence of

“Sideme” conducted by the Company.

prepare an analysis of impact of the introduction of MSSF 15 on the transaction

recognition in Amica S.A.

Guided by the need to ensure top quality services within the Group, the Committee also

presented recommendations concerning the unification of the policy for the audit and

provision of services by selected audit firms.

Internal audit

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At present, an internal control unit operates in the Company. Considering the scale of the

Company's operations, the scope of business operations and their complexity, the Committed

recommended that an independent internal audit be established.

Risk management

The Committee acquainted itself with an initial presentation of risk management issues

(e.g. in the area of foreign exchange transactions, present-day technological threats, including

the risk of intrusion to the IT system, political risk classification), postponing an assessment

until it could become acquainted with the overall presentation of the system and its

effectiveness.

Control mechanisms

The company has multi-stage control mechanisms in place (self-control,

functional/ongoing control, institutional control, financial control), which are closely

interrelated and supplement each other. The internal control system used in Amica SA allows

the Company: to achieve the set goals, act in compliance with law, internal deeds and

guidelines of the executive staff, protect its resources properly, detect errors and irregularities

and take measures aimed at their removal and also to keep financial and management

reporting in a prompt and reliable manner (reflecting the actual status). Another crucial aspect

of control is the auditing of statements by an independent Statutory Auditor. A properly

planned audit and appropriately defined major risk areas in the Company as well as

compliance tests, selected and conducted, are all aimed at ensuring that the statements are

prepared in a reliable manner. Any errors on the part of the Company are corrected, while

additional recommendations are to improve the internal control system in order to prevent

such errors in the future. The Audit Committee closely cooperates with the Statutory Auditor

in this respect.

The organisation responds to any unethical actions found or failure to follow procedures

and introduces changes whose aim is to ensure that operating goals are achieved in line with

the ethical values recognised by the Company.

[This report was adopted by the Audit Committee on 27 June 2018].



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/-/

Andrzej KONOPACKI

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Artur MAŁEK

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Paweł WYRZYKOWSKI

*******

E.

REPORT

OF THE OPERATING COMMITTEE OF THE SUPERVISORY BOARD

AMICA SPÓŁKA AKCYJNA

ON THE ACTIVITIES IN 2017

Report on the Activities

of the Operating Committee of “Amica Spółka Akcyjna”

on the Activities in 2017

I. Operating Committee.

The Operating Committe of “Amica Spółka Akcyjna” (hereinafter the Operating

Committee) acts pursuant to the Rules of the Operating Committee adopted by the

Supervisory Board of the Amica Company.

II. The composition of the Operating Committee in 2017.

From 1 January 2017 to 31 October 2017 the Operating Committee performed its

activities in the below-mentioned composition:



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Mr Tomasz Rynarzewski – Chair of the Operating Committee,

Mr Tomasz Dudek – Member of the Operating Committee,

Mr Piotr Rutkowski – Member of the Operating Committee.

[By the date of this statement, the composition of the Operating Committee has not

changed]

III. Activities of the Operating Committee in 2017.

From 1 January 2017 to 31 December 2017, the Operating Committee held 3 meetings. The

meetings of the Operating Committee were held on: 10 April 2017, 29 September 2017 and 28

November 2017. Minutes of the meetings of the Operating Committee were drawn and all of

them were properly adopted and signed. All the resolutions of the Operating Committee were

also signed and numbered in sequence.

The meetings were attended by the Members of the Operating Committee, Members of the

Management Board proper and extended and invited guests. Those closely cooperating with

the Operating Committee included in particular: Vice-President of the Management Board for

Controlling, Vice-President of the Management Board for Trade and Marketing, Vice-

President of the Management Board for Purchasing, Vice-President of the Management Board

for Product Management of Amica Handel i Marketing Sp. z o.o. and Directors of each

organisational division of the Amica Company.

The following issues were particularly discussed by the Operating Committee in 2017:

current and perspective philosophy of product policy in the development strategy of the

Amica Company;

new product development policy, including cooperation with subsidiaries in the main

European regions as regards the product development policy;

assessment of the current HR situation in the Amica Company;

assessment of profitability of the acquisition of The CDA Group Ltd;

diagnosis of causes and characteristics of organisation and HR changes in Amica

Handel i Marketing Sp. z o.o.;

adaptability processes in the goods purchasing strategy;

project management process in the Amica Company.



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The Operating Committee finds that the cooperating with the Management Board of the

Company and key managers went well. The Management Board promptly provided the

Operating Committee with any information or explanations requested. The Management

Board provided technical and organisational measures to enable the Members of the Operating

Committee to perform its tasks correctly, met its reporting obligations by due dates and

prepared the information for presentation in a reliable and accurate manner.

[This report was adopted by the Operating Committee on 27 June 2018].

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Tomasz RYNARZEWSKI

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Tomasz DUDEK

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Piotr RUTKOWSKI

*******

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