Pursuant to Article 4 (3) of the Act on the Principles of Determining the Remuneration of the Management of Certain Entities dated June, 9th 2016 (hereinafter the Act), the draft resolution on the principles of determining the remuneration of the members of governing bodies may provide for their fixed part of the remuneration to be different from that decided on the basis of certain parameters (revenues, headcount, 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 within the capital group leading to a significant change in the structure of its assets or revenues;
(2) Implements an investment programme that significantly exceeds the value of its fixed assets;
(3) Implements a restructuring programme with the 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 office outside the Republic of Poland or its operation rules are set out in an international agreement the Republic of Poland is a part of;
(5) Has been in operation for less than a year;
(6) Was established for the purpose of implementing a project, in particular one subsidized from the budget of the European Union or non-reimbursable funds from the Member States of the European Free Trade Agreement (EFTA) or from other non-reimbursable foreign sources.
In the case of ENERGA Prowis Sp. z o.o. (hereinafter the Company), the reasons stipulated in Art. 4 (3) (5) of the Act justifying the determination of a different amount of the fixed part of remuneration of the Management Board Members have occurred. The exceptional circumstances related to the company or the market have been described below.
The entity will be established in order to take over some of the assets of ENERGA Invest Sp. z o.o. The latter is to be sold to ORLEN Project S.A. under the integration programme.
Separation of certain assets (related to Project Wisła) is a condition for the sale transaction to go through.
The entity will not operate on the market, it will solely be the assets owner.
