Remuneration of Exchange 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 Exchange Management Board has been vested with the Exchange Supervisory Board. However, the terms of the employment contracts and the amount of remuneration of the other members of the Exchange Management Board are determined upon the request of the President of the Exchange Management Board.

The remuneration system for the members of the Exchange Management Board is defined in the employment contracts (as amended). It 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 Exchange Supervisory Board may grant a discretionary bonus to Exchange 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 Exchange Management Board, including remuneration from positions in subsidiaries in 2013 in PLN thousand

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

Terms of employment contracts with Members of the Exchange Management Board

Employment contracts with the Exchange 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 Exchange Management Board:

Employment contracts with members of the Exchange Management Board

The Exchange Management Board member’s employment contracts can be terminated by the Company or an Exchange Management Board member with a three months’ notice or by agreement of the parties, except that if the President of the Exchange Management Board terminates his employment agreement, a two weeks’ notice will apply. Following the decision of the General Meeting on 17 January 2013 dismissing Ludwik Sobolewski from the Exchange Management Board, the Company terminated his employment contract with a three months’ notice, effective as of 30 April 2013.

At its meeting on 22 February 2013, the Exchange Supervisory Board accepted the resignation of Lidia Adamska from her function as Exchange Management Board Member. The employment contract of Lidia Adamska was terminated as of 31 March 2013.

All the Exchange Management Board members since 2006 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 Exchange 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 Exchange 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.

Therefore, the Company:

• paid compensation of PLN 116,744.44 to Ludwik Sobolewski. The non-competition agreement was terminated by agreement of the parties as of 30 June 2013;
• paid compensation of PLN 55,000 to Lidia Adamska. The non-competition agreement is effective until 31 March 2014.

Remuneration of Exchange Supervisory Board Members

According to the Articles of Association, the Exchange 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 27 June 2011, the amount of monthly remuneration of the Exchange 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

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