Remuneration and employment contracts of WSE Management Board and WSE Supervisory Board Members

Remuneration of WSE Management Board Members

Pursuant to the Articles of Association, the power to determine the terms of the employment contracts and the amount of remuneration of the President and the other members of the WSE Management Board has been vested with the WSE Supervisory Board. However, the terms of the employment contracts and the amount of remuneration of the other members of the WSE Management Board are determined upon the request of the President of the WSE Management Board.

As of January 1, 2011, a new remuneration system applies to the members of the WSE Management Board. Annexes to the employment contracts set out the remuneration system which consists of a fixed part (basic pay) and a variable part (incentive system, i.e., bonus) as well as additional benefits. The bonus depends on the degree of performance of a number of business targets (concerning the development of the capital market) and financial targets. The maximum amount of bonus available within the year is also defined. As part of the maximum bonus, the WSE Supervisory Board may grant a discretionary bonus to WSE Management Board members, which is not directly linked to the business and financial indicators. It is awarded on the basis of an assessment of performance of individual annual tasks. The Company has no incentive or bonus programs based on the issuer’s capital (such as programs based on bonds with pre-emptive rights, convertible bonds, subscription warrants, or stock options).

Remuneration and other benefits of the members of the WSE Management Board, including remuneration from positions in subsidiaries in 2012 in PLN thousand

  WSE
  Fixed
part
Variable
part
(bonus)
Bonus–
non-current
liability
Other
benefits
Subsidiaries Total
Ludwik Sobolewski 948 74 0 280 138 1,44
Lidia Adamska 660 145 20 198 33 1,056
Beata Jarosz 636 231 27 196 74 1,164
Adam Maciejewski 684 288 24 213 46 1,255
Source: WSE

The bonus – a long-term liability for 2011 was settled in 2012 and presented under “Variable part (bonus).”

Remuneration and other benefits of the members of the WSE Management Board, including remuneration from positions in subsidiaries(1) in 2011 in PLN thousand

  WSE
  Fixed
part
Variable
part
(bonus)
Bonus –
non-current
liability
Other
benefits
Subsidiaries Total
Ludwik Sobolewski 948 379 152 275 102 1,856
Lidia Adamska 660 148 40 157 39 1,044
Beata Jarosz 636 216 54 191 46 1,143
Adam Maciejewski 684 190 50 180 31 1,135
Source: WSE

Terms of employment contracts with Members of the WSE Management Board

Employment contracts with the WSE Management Board are signed for a fixed term, i.e., until the end of the term of office, due to the term of office of the Management Board of the Company determined in the Articles of Association. The term of office expires in June 2014.

The Company executed employment contracts with the following members of the WSE Management Board:

Employment contracts with members of the WSE Management Board
  As at December 31, 2012
  Contract term from Contract duration Position held
Ludwik Sobolewski June 29, 2006 fixed term – until the end
of term of office
President
Lidia Adamska July 14, 2006 fixed term – until the end
of term of office
Member
Beata Jarosz July 14, 2006 fixed term – until the end
of term of office
Member
Adam Maciejewski July 14, 2006 fixed term – until the end
of term of office
Deputy President – acting President
Source: WSE

The WSE Management Board member’s employment contracts can be terminated by the Company or a WSE Management Board member with a three months’ notice, except that if the President of the WSE Management Board terminates his employment agreement, a two weeks’ notice will apply.

Following the decision of the General Meeting on January 17, 2013 dismissing Ludwik Sobolewski from the WSE Management Board, the Company terminated his employment contract with a three months’ notice, effective as of April 30, 2013.

All the WSE Management Board members have signed a non-competition agreement with the Company which provides that during 12 months from termination of their employment contracts with the Company, the WSE Management Board members will not perform any activity competitive towards the Company. During the non- competition period after termination of the employment relationship, the members of the WSE Management Board will have the right to a compensation equal to 100% of their basic gross remuneration received during 12 months preceding the termination of the employment relationship paid in 12 equal monthly instalments.

Remuneration of WSE Supervisory Board Members

According to the Articles of Association, the WSE Supervisory Board Members receive remuneration in the amount set by the General Meeting. Pursuant to the last Resolution of the Company’s Ordinary General Meeting of June 27, 2011, the amount of monthly remuneration of the WSE Supervisory Board members has been set at the average monthly remuneration in the enterprise sector, net of profit bonuses for the fourth quarter of the previous year, as announced by the President of the Central Statistical Office (GUS).

Remuneration of the Supervisory Board members in PLN thousand
  For the year ended December 31,
  2012 2011
Leszek Pawłowicz 45 43
Marek Wierzbowski 45 43
Sebastian Skuza 45 43
Paweł Graniewski 45 36
Jacek Lewandowski 45 36
Mateusz Rodzynkiewicz 0 22
Maria Sierpińska 0 22
Jacek Jaszczołt 23 22
Sławomir Krupa 45 22
Maria Dobrowolska 0 7
Tomasz Zganiacz 0 7
Marek Słomski 23 0
Source: WSE

WSE Supervisory Board members have no supervisory or management functions in WSE subsidiaries.

(1)This includes subsidiaries, associates; remuneration and additional benefits include also potential benefits such as severance pay.

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