Remuneration policy

With respect to supervisory personnel, the Remuneration Policy states that it is the responsibility of the Company’s General Meeting to determine the remuneration principles for members of the Supervisory Board for serving on the Supervisory Board. The level of remuneration for members of the Supervisory Board should be sufficient to attract, retain, and motivate the persons necessary to ensure the correct supervision over the Company. The remuneration of these persons should be adequate to the scope of tasks entrusted to individual Board members and should also take into account the performance of additional functions. At the same time, remuneration for members of the Supervisory Board should not depend on options and other derivative instruments, or any other variable components, and should not depend on the Company’s financial performance.

The main components of the remuneration system for members of the Supervisory Board include:

• a fixed monthly salary,
• additional benefits

With respect to management personnel, the Remuneration Policy provides that the the Supervisory Board is the body authorised to determine the remuneration principles for members of the Management Board for serving on the Management Board. The remuneration of members of the Management Board should correspond to the size of the enterprise and be reasonable in relation to the Company’s economic results, while the level of remuneration for members of the Management Board should be sufficient to attract, retain, and motivate the persons necessary to ensure the proper management of the Company. When determining and verifying the amount of remuneration for members of the Management Board, the Supervisory Board should take into account in particular the scope of duties and responsibilities, the workload necessary to properly perform the entrusted scope of duties, and the level of remuneration in similar positions paid by other entities operating on the market. Incentive programs should make the level of remuneration for members of the Management Board dependent on the actual long-term financial situation of the Company and on a long-term increase of value for shareholders, as well as on the stability of the Company’s operations.

The main components of the remuneration system for members of the Management Board include:

• a fixed monthly base salary,
• an annual bonus,
• compensation resulting from termination of an employment contract with a member of the Management Board for reasons not attributable to them,
• compensation under the non-competition clause after termination of employment,
• additional benefits.

Members of the Management Board are entitled to an annual bonus in the amount determined as a percentage, depending on the achievement of the financial or material goals defined by the Supervisory Board, calculated on the basis of consolidated net profit of the UNIBEP SA Group for each financial year, determined on the basis of consolidated financial statements of the UNIBEP SA Group, approved by an authorised body. The Supervisory Board determines the amount of a bonus and the conditions for granting it to individual members of the Management Board, by means of a resolution. Additional benefits for members of the Management Board may include a company car, tools and technical equipment necessary to perform the duties of a member of the Management Board, payment of travel costs, fuel cards, reimbursement of documented necessary expenses incurred in connection with the performance of duties to the extent and in the amount appropriate to the functions entrusted, benefits under OHS regulations, civil liability insurance contract for members of the Management Board, private medical packages, benefits under the Company’s Social Benefits Fund, training courses and participation in other events whose subject matter relates to the type of work performed and aimed at improving qualifications.

With respect to key managers, the Remuneration Policy indicates that the body authorised to determine the principles of remuneration of key managers is the Management Board, which determines the remuneration on the basis of the Corporate Collective Labour Agreement implemented in the Company, the rules of awarding bonuses to white-collar workers. The remuneration for key managers should correspond to the size of the enterprise and be reasonable in relation to the Company’s economic results, while the level of remuneration for key managers should be sufficient to attract, retain, and motivate the persons necessary to ensure the proper management of the Company. When determining and verifying the amount of remuneration for key managers, the Company should take into account in particular the scope of duties and responsibilities, the workload necessary to properly perform the entrusted scope of duties, and the level of remuneration for a similar position applied by other entities operating on the market. Incentive programs should make the level of remuneration for key managers dependent on the actual long-term financial situation of the Company and on a longterm increase of value for shareholders, as well as on the stability of the Company’s operations.

The main components of the remuneration system for key managers include

• a fixed monthly base salary,
• a monthly bonus,
• a performance bonus,
• additional benefits.

Key managers are entitled to a monthly bonus, depending on the timely and proper performance of tasks determined by the scope of activities, granted and paid in accordance with the principles set out in detail in the rules of awarding bonuses to white-collar workers. Key managers are also entitled to a performance bonus dependent on the financial or material targets set by the Management Board within the areas supervised, awarded and paid on the terms and conditions set out in detail in the Performance Bonus Regulations. Additional benefits for key managers may include a company car, tools and technical equipment necessary to perform their duties, reimbursement of travel and representation expenses to the extent and in the amount appropriate to the functions entrusted to them, private medical insurance, or training to improve qualifications. The Management Board of the Company is responsible for carrying out performance appraisal of key managers.

The Company does not grant separate retirement benefits or benefits of similar nature in relation to former management and supervisory personnel. Moreover, the Company does not have any administrative bodies referred to in § 70(7)(18) of the Regulation of the Minister of Finance on current and periodic information (…).