Justification of the determination of a different amount of fixed remuneration earned by management board members of ENERGA Oświetlenie 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 ENERGA Oświetlenie 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, which are described in the following business justification.

The Company consistently pursues its development strategy and actively adapts to the dynamically changing environment, taking measures to identify the changing demand of potential customers and providing services and products that meet to the needs of customers. 

In its activities, the Company promotes activities that are environmentally friendly, combining effective and modern technological solutions with respect for the natural environment. Through the implementation of investment projects, including modernisations, it contributes to the improvement of the effects of environmental activities, reduction of negative environmental impact, betterment of energy output and perfection of energy efficiency.

The development of the Company's core business, i.e. comprehensive lighting services provided to local communities, will be a priority for the coming years.

The Company is the only one in Poland to have produced and commissioned a charging cradle - a completely innovative solution hitherto unknown on the e-mobility market.

The Company participates in the project of expansion on the distributed energy market and energy efficiency services market.

The execution of the above-mentioned very complicated and time-consuming processes requires high managerial competence in executive positions, taking into account market benchmarks in terms of remuneration.