Justification of the determination of a different amount of fixed remuneration earned by members of the management board of CCGT Grudziądz Sp. z o.o.

Pursuant to Article 4.3 of the Act on the Principles of Shaping the Wages of Managers of Certain Undertakings (hereinafter the Act), the draft resolution on the principles of shaping the wages of members of company governing bodies may provide for their fixed part to be different from that determined on the basis of customary parameters (revenues, employment, assets, etc.), provided that this is justified by exceptional circumstances related to the company or the market on which it operates, in particular if the company:


(1)   Pursues a programme of consolidation of companies in its capital group leading to a significant change in the structure of its assets or revenues;

(2)   Implements an investment programme significantly exceeding the value of its fixed assets;

(3)   Implements a restructuring programme with a time horizon of at least 3 years, leading to a significant change in the structure of the company's assets or revenues;

(4)   Has its registered address outside the Republic of Poland or the rules of its activity are set out in an international agreement binding on the Republic of Poland;

(5)   Has been in operation for less than a year;

(6)   Was established for the purpose of implementing a project, in particular one subsidized with contributions from the budget of the European Union or non-reimbursable aid from the Member States of the European Free Trade Agreement (EFTA) or from other non-reimbursable foreign sources.


In the case of CCGT Grudziądz Sp. z o.o. (hereinafter “the Company”), there were reasons justifying the determination of a different amount of the fixed part of the remuneration of the members of the Company's management board resulting from exceptional circumstances concerning the Company or the market, including in particular Item (2), which are described in the following business justification.

The Company was established for the purpose of constructing and operating a new power unit in Grudziądz (“the Project”). The Project will consist of a single-shaft power unit constructed in combined cycle gas turbine technology (CCGT). In particular, it will include a gas turbine, a recovery boiler and a condensing steam turbine using wet cooling to drive a common generator. As part of the Project, the Company will implement the construction of both the CCGT unit and auxiliary systems and infrastructure.

The purpose of the Project is to increase the value of Energa Group through the construction of modern energy infrastructure in a manner allowing the development of its current generation base for the needs of capacity service and electricity sales.

The Project will be executed as a “green field” - i.e. it will include the development of all systems and infrastructure necessary for construction, start-up and operational readiness of the CCGT unit.

The CCGT power plant will be executed by the General Contractor in EPC formula (Engineering Procurement Construction).