Justification of the determination of a different amount of fixed remuneration earned by management board members of ENERGA Kogeneracja 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 program 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 program 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 Kogeneracja 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.

(a)   Investment programs significantly exceeding the value of the Company's fixed assets.

  • Program of investment in EC Elbląg concerning the target model of the district heating system, under which the following projects are currently implemented:
  • Program of investment in EC Kalisz (Piwonice) with a value of approx. PLN 100 million, which includes construction of a reserve and peak oil-and-gas load boiler house, construction of a cogeneration source based on two gas engines, each with the accompanying infrastructure, and modernisation of a water treatment station together with the accompanying infrastructure that integrates the station with the existing and planned technological facilities.

(b)   Irrespective of the earlier planned investment and modernisation projects, the Company has launched a program involving the execution of additional innovative development projects using the assets at its disposal and the expertise of its employees. A dozen or so projects aiming at further improvement of the Company's operational efficiency, involving, among other things, the application of innovative solutions enhancing the value of its assets and the use of the synergy effect with other companies in the Group are already underway. Others are at the stage of economic and technical analyses. All these projects aim at improving the profitability of the Company's operations, increasing the generated revenue and reducing operating costs.