Justification to the determination of the fixed part of remuneration for members of the management board of Energa Green Development Sp. z o.o.

Pursuant to Article 4.3 of the Act of 9 June 2016 on the Principles of Defining the Remuneration of Persons Managing Certain Companies (hereinafter the “Act”), a draft resolution on the principles of defining the remuneration of members of governing bodies may provide for a part of their fixed remuneration to be different from that determined on the basis of customary parameters (revenues, employment, assets, etc.) if 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 Energa Green Development Sp. z o.o., conditions specified in Article 4.3.5 of the Act have arisen that justify the determination of an amount of the fixed part of remuneration of the company’s management board members.

Pursuant to the adopted strategy, PKN ORLEN will be increasing its generation capacities based on renewable energy sources.

Energa Green Development Sp. z o.o. is to focus on the development of onshore RES assets (excluding offshore wind farms).

Currently, competences related to the implementation of such projects are dispersed throughout the ORLEN Capital Group, i.e. they are located in several different areas of the Group. There is a plan to detach them and place them in a single competence center. Wind power projects and photovoltaic panels will be developed mainly on a proprietary basis.