The remunerations rules for Members of Management Board of ENEA S.A. effective in 2018 had been implemented by virtue of a resolution of the Extraordinary General Meeting of ENEA S.A. of 15 December 2016 on the rules for determining remunerations of Management Board members which was passed in connection with the coming into force of the Act of 9 June 2016 on the rules for determining remunerations of persons managing certain companies. In Resolution of 17 January 2017, the Supervisory Board set out the remuneration rules for Members of Management Board Members of ENEA S.A.

As of 1 January 2017, the Management Board Members and the Company are bound by the Management Services Agreements (“Agreement”) whereby:

  1. during the term of the Agreement, the Management Board Members are entitled to a fixed monthly remuneration and a variable remuneration depending on the degree of achievement of managerial objectives which cannot exceed 65% of the fixed annual remuneration
  2. in consideration of the Management Board Members’ compliance with the obligations resulting from the prohibition of carrying on any competitive activity during the non-competition period, the Management Board Members are entitled to the compensation in the total amount calculated as the product of 0.5 times the monthly fixed remuneration and 6. In the case where a Management Board Member violates non-competition obligation after he/she has ceased to perform his/her function, such Management Board Member loses their entitlement to the compensation with effect from the day of serving the termination notice on that Management Board Member. In addition, the Company has the right to demand the Management Board Member to pay liquidated damages
  3. in the event of expiry of the Management Services Agreement as a result of expiry of Management Board Member’s term of office, the Company has the right, for the period of 1 month after the Agreement’s expiry date, to demand from the Management Board Members the provision of services which involve handing over the issues related to managing the Company to a person named by the Supervisory Board, on terms and conditions set out in the Agreement. In consideration of the above, the Management Board Members are entitled to the remuneration in the amount equal to the monthly fixed remuneration
  4. the Management Board Members are entitled to a severance pay in the amount equal to 3 times their fixed remuneration, save for the following cases:
    • termination, dissolution or amendment to the Agreement as a result of a change of the function performed by the Management Board Member in the Management Board
    • termination, dissolution or amendment to the Agreement as a result of appointing the Management Board Member for another term of office at the Management Board
    • taking the function of the Management Board Member in the subsidiary of the group within the meaning of Article 4 item 14 of the Act of 16 February 2007 on competition and consumer protection
    • resignation from the function performed