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Remuneration Policy

for Members of the Management Board
and the Supervisory Board of Impel SA

 

(Adopted with the Resolution No 23 of the Ordinary General Meeting of Impel S.A. of  July 13th 2020)

 

Table of contents:

  1. General provisions.
  2. Remuneration Policy vs. implementation of the business strategy and long-term interests of the Company.
  3. Legal relationship between members of the Company’s bodies and the Company.
  4. Remuneration structure.
  5. General rules for granting Fixed Remuneration.
  6. General rules for granting Variable Remuneration.
  7. General rules for granting Remuneration and Fringe Benefits.
  8. Description of the decision-making process to establish, implement and review the Remuneration Policy.
  9. Description of measures taken to avoid conflicts of interest related to the Remuneration Policy.
  10. Description of additional pension and early retirement programs.
  11. Final provisions.

 

 

  1.  General provisions.

§1. Purposes and basis for implementation.

  1. Article 90 d and subsequent articles of the Act of 29 July 1995 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies provide the basis for the introduction of the Remuneration Policy for Members of the Management Board and Supervisory Board of IMPEL SA (hereinafter referred to as the Remuneration Policy)
  2. The Remuneration Policy of the Members of the Management Board and the Supervisory Board of Impel SA covers the principles applied by the Company and set out in the Good Practices of Companies Listed on the Stock Exchange 2016.
  3. The purpose of the Remuneration Policy is to establish principles regarding remuneration of the management board and the supervisory board members.
  4. The Remuneration Policy defines the remuneration principles applying to members of the management board and the supervisory board in connection with their tasks that are aimed at implementing the adopted business strategy, promoting long-term interests, setting development directions and financial plans of the Company and are conducive to its stability and growth. The primary purpose of the remuneration system used is to ensure its motivational nature and to provide the basis for managers self-development.
  5. The long-term interests of the Company correspond to the interests of all groups of its shareholders.
  6. The amount, principles and structure of remuneration of members of the management board and members of the supervisory board based on current financial situation of the Company is to contribute to the implementation of the business strategy, promotion of the Company's long-term interests and the ensuring of its stability.

 

§2. Definitions.

  1. In the Remuneration Policy, unless the context indicates otherwise, the following terms have the following meanings:
  1. Company means Impel Spółka Akcyjna (limited company) with its registered office in Wrocław, ul. Ślężna 118.
  2. Impel Group refers to a parent entity together with its subsidiaries as defined in the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies; remuneration of members of the management board and members of the supervisory board received from such entities must be disclosed in the annual report.
  3. Fixed Remuneration means a monthly monetary remuneration paid for the performance of work in certain capacities (based on an employment contract, contract of mandate or appointment) in accordance with the scope of duties assigned to them and based on market conditions,
  4. Variable Remuneration means bonuses for the performance of short-, medium- or long-term tasks in accordance with the Company's strategy; it may take the form of additional payments, short- or long-term incentive programs, discretionary awards, financial instruments or others, such as the possibility of purchasing stock or shares in subsidiaries, bonds, subscription warrants or other securities issued by the Company,
  5. Additional Benefits mean other allowances and benefits, including benefits in kind such as putting a company car at employee’s disposal (also for private purposes), using work tools, including a company phone and a computer, co-financing healthcare (including for immediate family members such as a spouse and minor children), a number of insurance products to choose from and additional trainings.
  6. Additional Remuneration means severance pay , compensation, and cash benefits that may be granted in special situations.
  7. Remuneration Policy means this document.
  8. Report means an annual report on the remuneration due to members of the management board and the supervisory board prepared on the basis of Article 90 g of the Act; it is a comprehensive review of remuneration, including all benefits regardless of their form, received or due in accordance with the Remuneration Policy to individual members of the management board and the supervisory board in the last financial year.
  9. Act means the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (as amended).

 

  1. Remuneration Policy vs. implementation of the business strategy and promotion of long-term interests of the Company.

 

§3.

  1. The prime purposes of the Remuneration Policy are to:
  1. ensure a coherent and motivating system of remuneration for the board members;
  2. link the principles of remunerating the management board members with adopted strategic plans and the implementation of financial plans;
  3. link the amount of remuneration for members of the management board with the implementation of their management goals;
  4. increase the Company’s value through the development of top management;
  5. link the remuneration system with tasks that are aimed at implementing the adopted business strategy, promoting long-term interests, setting development directions and financial plans of the Company and are conducive to its stability and growth.
  1. The form, structure and level of remuneration of the members of the management board and the supervisory board correspond to market conditions, help recruit new employees and keep managers who meet the criteria required to manage the Company in a way that serves the interests of shareholders (building the Company's value for shareholders) and prevent the conflict of interests of members of the management board , supervisory board and shareholders. At the same time, the Remuneration Policy is structured in a way that is transparent to investors, so as to build their trust in the Company and enable them to express their opinion in the right manner.
  2. The payment of variable components of the remuneration is linked to predetermined, measurable management objectives. The management goals are conducive to the long-term stability of the Company and its development.
  3. The Company’s remuneration and bonus system applicable to the management board members, supports the implementation of strategic goals and makes the level of remuneration dependent on the financial situation of the Company and the Impel Capital Group.
  4. The principles of remuneration of the management board and the supervisory board members included in the Remuneration Policy contribute to the implementation of business strategy, promotion of long-term interests and the Company’s stability as they ensure that:
  1. the management board and the supervisory board members are fully committed to perform their functions in the Company,
  2. the members of the management board and the supervisory board are encouraged and motivated to implement the strategy and perform other tasks,
  3. the members of the management board and the supervisory board are bound with the Company,
  4. the amount of remuneration due to members of the management board and the supervisory board reflects the financial and business results of the Company or the Impel Capital Group,
  5. members of the board do not take excessive risk in performing their functions.

 

  1.  Legal relationship between members of the Company’s bodies and the Company.

 

§ 4. Members of the Management Board.

  1. Members of the Management board perform their function based on an appointment.
  2. In addition, they may perform work for the Company under employment contract or contract of mandate.
  3. Members of the management board may perform additional functions or be employed in the companies of the Impel Capital Group.
  4. Members of the management board may hold shares, bonds, subscription warrants or other securities issued by the Company or shares or stocks of the Impel Capital Group companies.
  5. Members of the management board hired on the basis of an employment contract are subject to the prohibition of competition during the effective term of such a contract.
  6. Employment contracts with a member of the management board may be concluded for an indefinite period.
  7. The notice period for employment contracts is based on the Labour Code.
  8. During the notice period or after termination of employment, the parties to the contract may:
  1. be released from an obligation to perform work while retaining the right to remuneration,
  2. be required to keep data confidential for a period of 3 years after the employment contract is terminated or expired,
  3. be bound by the prohibition of competition after cessation of employment for a period of 12 months from the date the employment was terminated,
  4. mutually lift the non-competition clause (in the case of the company upon 3 months’ notice),
  5. refrain from using non-competition clause (the Company),
  6. during the prohibition of competition after the employment contract was terminated, the Company is obliged to pay its employee a compensation in the amount of 50% of monthly remuneration, subject to individual arrangements between the parties.
  1. A member of the management board is appointed to this position based on a resolution of the supervisory board.
  2. The term of members of the management board is 3 years, in accordance with the Company’s Articles of Association.
  3. If the term is discontinued, a member of the management board retains the right to a one-time severance payment amounting to 180% of the monthly remuneration for performing the function, and also has the right to compensation for refraining from competitive activity in the amount of 30% of the remuneration for appointment, subject to individual arrangements between the parties.

 

§ 5. Members of the Supervisory Board

  1. Members of the supervisory board collect remuneration based on the corporate relationship resulting from their appointment under relevant resolutions of the general meeting of shareholders for the period of their mandate.
  2. Members of the supervisory board are appointed in accordance with the proportion of members of the board either related to the Company or being its shareholders, and members independent of the shareholders and the Company.
  3. Members of the supervisory board must meet the independence criterion, meaning that:
  1. they are neither related, closely or distantly, to the third degree with the shareholders holding registered, preferred shares, series C nor adopted by them,
  2. neither members of the supervisory board nor their spouses, ascendants or descendants, are employed by the Company or by any company from the Capital Group on the basis of an employment contract or mandate contract; furthermore, they are not members of the supervisory or management authorities of any company from the Capital Group, and they dot nor receive any remuneration other than the Fixed Remuneration.
    1. Members of the supervisory board appointed as members related to the Company or being its shareholders may hold shares in the Company and be employed in the Company, subject to restrictions p[pursuant to Article 387 of the Commercial Companies Code.
    2. Members of the supervisory board shall be appointed for a common term of office lasting 3 years.

 

  1. Remuneration structure.

 

§ 6.

1. Remuneration paid to members of the management board includes: Fixed Remuneration, Variable Remuneration, Additional Benefits and Additional Remuneration.

2. Only the Fixed Remuneration is an obligatory part of remuneration paid to the board members.

3. Members of the supervisory board are entitled only to Fixed Remuneration, subject to § 5 (4) of the Remuneration Policy.

4. In addition, members of the supervisory board are entitled to reimbursement of costs related to participation in the work performed by the board.

 

  1. General rules for granting Fixed Remuneration.

 

§ 7.

  1. The amount of Fixed Remuneration of members of the management board is determined by the supervisory board by way of a resolution. When the amount of Fixed Remuneration of members of the management board is set, the supervisory board mainly takes the following factors into account:
  1. qualifications,
  2. the level of professional experience,
  3. the profile of function being performed,
  4. the size of the managed area, scope and nature of tasks performed in this area.
  1. When developing the Remuneration Policy, the working and pay conditions applicable to the Company's employees other than members of the management board and the supervisory board are set out in proportion to their responsibilities, bearing in mind:
  1. risks that members of the management board and the supervisory board must face when making decisions regarding the management and supervision of the Company's operations, respectively,
  2. increased responsibility of these people in relation to their function.
  1. The amount of Fixed Remuneration of members of the supervisory board is determined by resolution of the general meeting of shareholders.
  2. The amount of Fixed Remuneration of member of the supervisory board varies depending on the function they perform (e.g. in a capacity of the Chairman or Deputy Chairman of the Supervisory Board and its committees, participation in committees of the Supervisory Board).
  3. Remuneration of members of the supervisory board who meet the criterion of independence should be conducive to maintaining the status of independence from the majority shareholder and from the Company’s decision-makers.
  4. The amount of Fixed Remuneration of members of the management board and the supervisory board may be reduced or increased or terminated in accordance with generally applicable provisions of law.

 

  1. General rules for granting Variable Remuneration.

§ 8.

  1. Variable Remuneration awarded to board members takes the form of bonuses and discretionary awards.
  2. The bonus is granted on the basis of an incentive system determined every year and approved by the supervisory board each year.
  3. The incentive system is being developed to provide incentives members of the management board and to link their interests with the interests of shareholders, thereby increasing the value of the Company and the Impel Capital Group.
  4. The incentive system is mainly based on an assessment to what degree these particular criteria have been met
  1. financial results achieved by the Impel Capital Group,
  2. achieving strategic goals of the Company and the Impel Capital Group, including economic, financial, and operational goals.
  1. As far as bonuses are concerned, it is allowed to set other criteria and individual parameters (indicators) assigned to a given member of the management board; both individual parameters and the criteria referred to in para. 4 constitute the basis to determine the awards and bonuses fund in total and to jointly assess the board members.
  2. If financial situation of the Company is unstable, thus posing a threat to further undisturbed operations of the Company, the supervisory board, at the request of members of the management board, may refrain from or repeal the incentive system in a given financial year, in whole or in a part.
  3.  The strategic goals set for members of the Company’s management board may change in line with the changing strategy of the Impel Capital Group and the changing legal and economic environment.
  4.  Changes to incentive cards for members of the management board require the supervisory board’s approval.
  5.  A discretionary award may be granted to all or selected members of the management board for special achievements related to the performance of their tasks, at the request of the president of the management board submitted to the supervisory board which adopts a resolution in this respect.
  6.  The maximum number of bonuses granted during the year based on the incentive system and discretionary awards given to a board member may not exceed ten times the total monthly Fixed Remuneration of a given board member.
  7. The Company does not defer the payment of Variable Remuneration of management board members. The Company does not provide for the possibility of returning Variable Remuneration.
  8. Variable Remuneration will not be paid if the conditions for its payment are not met.
  9. Variable Remuneration shall be determined separately for each type of legal relationship.

 

  1. General rules for granting Additional Remuneration.

 

§ 9.

  1. The amount of Additional Remuneration for members of the management board is determined by the supervisory board by way of a resolution, including special situations or circumstances concerning a member of the management board or the Company, at a justified request of a member of the management board.

 

  1. Description of the decision-making process to establish, implement and review the Remuneration Policy.

 

§ 10. Responsibilities of members of the management board and the supervisory board

  1. The Company’s management board is responsible for the development and implementation of the Remuneration Policy.
  2. The Company’s management board reviews the principles of the Remuneration Policy at least once every four years and submits proposals for changes to the supervisory board for their approval or rejection by the end of the given financial year.
  3. Within three months of receiving the proposed changes to the Remuneration Policy from the management board the supervisory board assesses them and determines whether these changes should be adopted by way of a resolution by the general meeting of shareholders of the Company.

 

§ 11. The procedure for adopting the Remuneration Policy.

  1. The general meeting of shareholders of the Company adopts the Remuneration Policy by way of resolution.
  2. Members of the Company's management board are responsible for information contained in the Remuneration Policy.
  3. The Company pays remuneration to members of the management board and the supervisory board only in accordance with the Remuneration Policy adopted by the general meeting, subject to para. 4.
  4. If the general meeting of shareholders does not accept changes to the Remuneration Policy, the Company pays remuneration in accordance with the Remuneration Policy currently in force. The changed Remuneration Policy is adopted by way of a resolution at the next general meeting.
  5. The resolution on the Remuneration Policy is adopted at least every four years.
  6.  A significant change to the Remuneration Policy requires its adoption by way of a resolution by the general meeting of shareholders of the Company.
  7. A significant change to the Remuneration Policy is considered any change regarding the reasons and mode of temporary suspension of the Remuneration Policy and elements for which an exception is made, excluding §12 (1).
  8. In case of a change to the Remuneration Policy other than significant it is sufficient to adopt it by a resolution of the Company's management board.
  9. The Company immediately publishes the Remuneration Policy and the resolution on the Remuneration Policy together with the date it was adopted and the results of voting, on its website. These documents shall remain available at least as long as they are applicable.

 

§ 12. Temporary suspension of the Remuneration Policy.

  1. If it is necessary to pursue long-term interests, maintain the financial stability of the Company or guarantee its profitability, in particular as a result of accidental or natural events that could not have been foreseen or avoided in any way, the Company’s supervisory board may decide to temporarily suspend the Remuneration Policy.
  2. The Remuneration Policy may be temporarily suspended by way of a resolution of the supervisory board based on data contained in the Company’s annual financial statements for a given financial year. The resolution sets out the suspension rules, in particular:
  1. material scope of suspension (Variable or Fixed Remuneration),
  2. subjective scope of suspension (to which members of the board it applies),
  3. temporal scope of suspension (it cannot be longer than current financial year).
    1. The scope of suspension may not violate the generally applicable laws that apply to legal relationships based on which Fixed and Variable Remuneration is paid.
    2. The management board may apply for the suspension, but it must give the supervisory board the reasons justifying the suspension.
    3. Pursuant to Article 90g (2) (8) of the Act, each case of suspension is disclosed in the Report of the Supervisory Board on remuneration of each member of the management board and the supervisory board within the meaning of Article 90g of the Act. Suspension of the Remuneration Policy shall not apply to the reasons and mode of temporary suspension of the Remuneration Policy and elements for which an exception cannot made

 

  1. Description of measures taken to avoid conflicts of interest related to the Remuneration Policy.

 

§ 13.

  1. Remuneration of members of the management board is paid by the Company.
  2. In order for a member of the Company's management board to receive remuneration from the Company's subsidiaries, a prior consent of the Company's supervisory board is required, given at justified request of a member of the management board.
  3. Remuneration should be included by the supervisory board in the Report on Remuneration for a given financial year. The Report includes comprehensive data on remuneration of members of the management board and the supervisory board that must be reported in an annual report for the Impel Capital Group.
  4. In order to avoid conflicts of interest related to the Remuneration Policy, competencies related to the adoption, application and verification hereof are divided between individual bodies of the Company.
  5. A given member of the management board or the supervisory board is obliged to inform the Company about the occurrence of a conflict of his interest with the Company's interest or about a risk of occurrence of a conflict of interest.
  6. Member of the management board or the supervisory board should refrain from discussing and from voting on a resolution on the Remuneration Policy if a conflict of interest has arisen or may arise with regard to this Policy.
  7. A conflict of interest may occur (i) when a member of the management board or the supervisory board may gain benefits or avoid loss of his/her remuneration as a result of the Company loss by or (ii) when the Company’s interest diverges from financial interest of such a member of the management board, expressed in the amount of remuneration or the conditions for granting the remuneration.
  8. The above provisions do not violate other regulations regarding conflicts of interest, applicable in the Company.
  9. Member of the management board may not, without the supervisory board’s consent, become involved in competitive business or participate in a competitive company as a partner in a civil law partnership, partnership or as a member of a governing body of a capital company, or participate in another competitive legal entity as a member of its body.

 

  1. Description of additional pension and early retirement programs.

 

§ 14.

The Company does not grant members of the management board and the supervisory board individual benefits under pension and early retirement programs, except for programs resulting from the Act on Employee Capital Programs and pursuant to the provisions of this Act.

 

  1. Final provisions.

§ 15.

  1. The first resolution on the Remuneration Policy should be adopted by the ordinary general meeting of shareholders to sum up the year 2019.
  2. If the Remuneration Policy is changed, its new wording contains a description of changes introduced hereto and a description of how the resolution of the general meeting of shareholders of the Company on issuing an opinion on the Report referred to in Article 90g (6) of the Act is included herein.
  3. The Company’s management board supervises proper implementation of the Remuneration Policy.
  4. The first Report covers the Company’s financial year for a total of two years, i.e. 2019 and 2020.
  5. The supervisory board prepares the Report within a deadline that makes it possible to include in an agenda of an ordinary general meeting of a point dedicated to expressing an opinion on the Report and submitting it to an auditor for its opinion.
  6. The Company makes the Report available on terms provided for by the Act for a period not longer than specified therein.
  7. Resolution of the general meeting of shareholders of the Company on giving an opinion on the Report is of an advisory nature.
  8. The Report must be submitted to an auditor for its opinion as part of an audit of the Company’s financial statements.