Grounds for the determination of a different amount of the fixed remuneration for the Members of the Management Board of ENERGA Oświetlenie Sp. z o.o.

Energa Oświetlenie Sp. z o.o. provides comprehensive lighting services and lighting maintenance services to over 400 municipalities in six provinces. The Company also provides services of advertising on light poles, lighting of buildings, structures, and Christmas decorations.

On 6 November 2017, the Management Board of ENERGA Oświetlenia Sp. z o.o. approved the Company's Development Plan for the years 2018 to 2022.

In organizational terms, the implementation of the Plan requires changing and expanding the Company's structure, building new and developing the existing personnel competencies, negotiating framework agreements with the ENERGA Group companies and within the new client segment (institutional and business clients). Therefore, the Company assumes an increase in headcount so as to reach 252 employees by 2022. According to the Plan, there is also going to be a significant change in the structure of the Company's revenue.

As part of the Company's planned development, the Company's Management Board has taken active measures to launch new capex projects, new product lines and change the Company's structure. Collaboration has been established with equipment manufacturers in order to launch new product lines. Talks have begun to acquire key clients in the new business segments of the Company.

The approval of the Plan resulted in the Company moving to the implementation phase of the Company's restructuring within a time horizon of five years, leading to a significant change in the structure of the Company's assets and revenue. These grounds meet the conditions set out in Article 4(3)(3) of the Act on the Rules of Setting the Remuneration of Directors of Certain Companies.

It is permitted to determine a different amount of the fixed element of the remuneration in special circumstances concerning the Company or the market in which it operates; in this case the circumstances concern the Company because there is a risk of loss of unique competencies, in particular if applicants from the local market are recruited.

In the case of ENERGA Oświetlenie Sp. z o.o., there arose the grounds set out in Article 4(3) for determining a different amount of the fixed element of the remuneration of the members of the company's management board.