Justification of the determination of a different amount of fixed remuneration earned by members of the management board of CCGT Gdańsk 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 Gdańsk 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 in order to build and operate a new power unit in Gdańsk (“the Project”). The Project will consist of a single-shaft power unit constructed in combined cycle gas turbine technology (CCGT), and in particular it will include: a gas turbine, a recovery boiler and a condensing steam turbine, which will drive a common generator. Moreover, the possibility of cooperation with LOTOS Group refinery and development of the Project to the cogeneration configuration was identified as part of the Project development. Therefore - after signing the letter of intent by ENERGA S.A., the ORLEN Group and the LOTOS Group, further development of the Project was initiated, aimed at production of process heat (steam) for refinery technological needs. The Company will construct both the CCGT unit and auxiliary systems and infrastructure, including those supporting transmission of process steam to the refinery.

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 scope of the Project covers the construction of the unit with infrastructure, and that includes obtaining permits and other formal and legal decisions, conclusion of key business contracts including those for fuel purchase, organisation of financing, technical designs in all investment areas, and conclusion of transmission and connection agreements.