AI assistant
Enea S.A. — Remuneration Information 2026
Apr 30, 2026
5597_rns_2026-04-30_2f7d92f8-d180-44f0-b3fe-decb337c4719.pdf
Remuneration Information
Open in viewerOpens in your device viewer
Attachment 4 to Current Report No. 15/2026 of 30 April 2026

REPORT ON REMUNERATION
OF ENEA S.A. MANAGEMENT BOARD AND SUPERVISORY BOARD MEMBERS
IN 2025
13 April 2026
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
Table of contents
Overview...3
CHAPTER 1...3
Rules for remunerating Members of the ENEA S.A. Management Board and ENEA S.A. Supervisory Board Members in effect in 2025...3
I. Rules for remunerating Management Board Members...3
II. Rules for remunerating Supervisory Board Members...5
CHAPTER 2...5
Persons subject to the disclosure obligation for 2025...5
CHAPTER 3...6
Total remuneration of ENEA S.A. Management Board Members...6
I. Ratios between individual components of remuneration...6
II. Total remuneration in 2025 broken down into components...7
CHAPTER 4...8
Total remuneration of ENEA S.A. Supervisory Board Members in 2025...8
CHAPTER 5...9
Remuneration criteria referring to the results of ENEA Group, including ENEA S.A., and how the remuneration contributes to the achievement of long-term results...9
CHAPTER 6...11
Annual change in remuneration of ENEA S.A. Management Board Members and ENEA S.A. Supervisory Board Members, the ENEA Group's results and the average salary of Company employees other than Management Board Members or Supervisory Board Members in 2021–2025...11
CHAPTER 7...15
Other information...15
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
Overview
This “Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025” (hereinafter “the Remuneration Report”) has been prepared by the Supervisory Board of ENEA S.A. pursuant to Article 90g of the Act of 29 July 2005 on Public Offerings and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies, hereinafter referred to as the “Act on Offerings”.
It provides a comprehensive overview of remuneration, including all benefits, regardless of their form, due to or received by individual members of ENEA S.A. Management Board (hereinafter: the Management Board Member or Management Board Members) and ENEA S.A. Supervisory Board (hereinafter: the Supervisory Board Member or Supervisory Board Members) in the last financial year, in accordance with the Remuneration policy for members of the supervisory body and management body at ENEA S.A. (hereinafter: the Remuneration Policy).
CHAPTER 1
Rules for remunerating Members of the ENEA S.A. Management Board and ENEA S.A. Supervisory Board Members in effect in 2025.
I. Rules for remunerating Management Board Members.
The remuneration rules for Management Board Members effective in 2025 were implemented by Resolution No. 3 of the Extraordinary General Meeting of ENEA S.A. of 19 December 2019 on the rules for setting remuneration of Management Board Members, as amended by Resolution No. 3 of the Extraordinary General Meeting of 7 November 2022 and by Resolution No. 45 of the Ordinary General Meeting of 26 June 2025 (hereinafter referred to as the Resolution on the Rules for Setting Remuneration). All remuneration of Management Board Members was set and paid out in accordance with the Remuneration Policy.
The Resolution put in place the following principles:
-
A management services agreement (hereinafter the "Agreement") is signed with a Management Board Member, the content of which is determined by the ENEA S.A. Supervisory Board on the terms and conditions laid down in the Act of 9 June 2016 on the Rules for Remunerating Persons Heading Certain Companies (hereinafter the "Act on Setting Remuneration").
-
The Management Board Members are entitled to:
-
Monthly Fixed Remuneration, set as an amount within the range from 7 to 15 times the base amount referred to in Article 1 sec. 3 item 11 of the Act on Setting Remuneration, which is reflected in § 2 sec. 2 (a) and (b) of the Resolution on the Rules for Setting Remuneration and in Chapter 4 § 3 sec. 2 (a) and (b) of the Remuneration Policy.
-
Variable Remuneration, which depends on the level of achievement of the management objectives in line with § 3 sec. 1 of the Resolution on the Rules for Setting Remuneration and Chapter 4 § 3 sec. 3 of the Remuneration Policy may not exceed 100% of the Fixed Remuneration amount for the previous financial year.
-
In accordance with § 3 sec. 4 letter (a) of the Resolution on the Rules for Setting Remuneration and Chapter 4 § 3 sec. 5 (a) of the Remuneration Policy, a Management Board Member is entitled to the Variable
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
Remuneration following the achievement of his or her management objectives and approval by the General Meeting of ENEA S.A. (hereinafter the "General Meeting") of the following:
- Management Board's Report on the Company's Activity;
- Financial Statements of the Company for the previous financial year;
and after a discharge on the performance of his/her duties is granted by the General Meeting.
-
The Supervisory Board may sign with a Management Board Member a no-compete agreement effective after he/she ceases to perform the function, however it may be signed only if the Management Board Member has performed the function for at least six (6) months and the compensation amount for each month of the no-compete undertaking may not exceed 100% of the monthly Fixed Remuneration received by the Management Board Member before he/she ceased to perform the function. The no-compete period may not exceed 6 months after the Management Board Member ceases to perform the function. In the event of non-performance or improper performance of the no-compete agreement by a Management Board Member he/she will pay the Company a contractual penalty, which will not be lower than the compensation amount payable for the entire no-compete period (§ 7 sec. 1-4 of the Resolution on the Rules for Setting Remuneration and Chapter 4 § 4 sec. 6-9 of the Remuneration Policy).
-
In the event of termination or dissolution of the Agreement by the Company in line with § 6 sec. 4-5 of the Resolution on the Rules for Setting Remuneration and Chapter 4 § 2 sec. 9-10 of the Remuneration Policy, the Management Board Member may be granted a severance pay in an amount not greater than 3 times the monthly Fixed Remuneration on the condition that he/she has discharged the function for the period of at least 12 months before termination of the Agreement. The severance pay will not be awarded to the Management Board Member in the event of:
-
dissolution, termination or amendment of the Agreement resulting from a change of the function performed by the Management Board Member in the Management Board;
- termination, dissolution or amendment of the Agreement resulting from the Management Board Member being appointed for another term of office of the Management Board;
- the Management Board Member taking up a function in a company within the ENEA Group (hereinafter "the ENEA Group");
-
resignation from performing the function.
-
In accordance with § 4 sec. 2 of the Resolution on the Rules for Setting Remuneration and Chapter 4 § 1 sec. 6 of the Remuneration Policy, a Management Board Member may not receive remuneration for performing the function of a member of a corporate body in the Company's subsidiaries within ENEA Group as defined in Article 4 item 14 of the Act of 16 February 2007 on Competition and Consumer Protection.
-
Pursuant to Chapter 4 § 4 sec. 3 of the Remuneration Policy, Management Board Members may be granted additional benefits, including, in particular:
-
use of a company car for personal purposes,
- coverage of the cost of medical and sports packages,
- provision of accommodation in connection with services rendered in the city where the Company's head office is located, at a standard appropriate to the function performed, or coverage of the cost of such accommodation if the place of residence of the respective Management Board Member is significantly distant from the Company's head office,
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
- refinancing or coverage by the Company of the cost of individual training, including foreign languages learning, participation in postgraduate studies or other forms of education.
Acting based on the Remuneration Policy, the Act on Setting Remuneration, and the Resolution on the Rules for Setting Remuneration, the Supervisory Board set the remuneration of the Management Board Members by adopting the relevant resolutions, including those establishing the wording of the Agreements, as well as the amounts of the Fixed Remuneration for the Management Board Members, which were within the range set by the General Meeting in the Remuneration Policy.
II. Rules for remunerating Supervisory Board Members.
The remuneration rules for Supervisory Board Members effective in 2025 were implemented by Resolution No. 4 of the Extraordinary General Meeting of 15 December 2016 on the rules for setting remuneration of Supervisory Board Members, as amended by Resolution No. 4 of the Extraordinary General Meeting of 19 December 2019 (hereinafter: Resolution on the Rules for Setting Remuneration of Supervisory Board Members). Pursuant to § 1 sec. 1 of the above-mentioned resolution, Supervisory Board Members are entitled only to the monthly remuneration determined as a product of the base amount for calculation referred to in Article 1 sec. 3 item 11 of the Act on Setting Remuneration¹ and the following multiplier:
- for the Chairperson of the Supervisory Board – 1.7;
- for other Supervisory Board Members – 1.5.
The Resolution of the General Meeting on the rules for setting remuneration of Supervisory Board Members also provides that:
- Supervisory Board Members are entitled to the said remuneration regardless of the number of meetings convened (§ 1 sec. 2 of the Resolution);
- a Supervisory Board Member is not entitled to any remuneration for the month in which he/she did not attend any of the properly convened meetings and his/her absence was not excused (§ 1 sec. 3 of the Resolution).
The remuneration rules for Management Board Members and Supervisory Board Members are defined in and comply with the Remuneration Policy.
CHAPTER 2
Persons subject to the disclosure obligation for 2025
The report concerns the individual Management Board Members and the individual Supervisory Board Members who performed functions in the Management Board and Supervisory Board, respectively, in the period from 1 January 2025 to 31 December 2025. Tables 1 and 2 contain a list of persons who meet this condition, broken down into Management Board Members and Supervisory Board Members:
Table 1. Composition of ENEA S.A. Management Board in 2025.
| Name | Position | Time of service |
|---|---|---|
| Grzegorz Kinelski | President of the Management Board | 01.01.2025 – 31.12.2025 |
| Bartosz Krysta | Management Board Member for Commercial Matters | 01.01.2025 – 31.12.2025 |
¹ The base amount in 2025 was PLN 4,403.78.
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
Table 2. Composition of the ENEA S.A. Supervisory Board in 2025.
| Name | Position | Time of service |
|---|---|---|
| Ewa Bagińska | Supervisory Board Chairwoman | 01.01.2025 – 31.12.2025 |
| Monika Starecka | Supervisory Board Deputy Chairwoman | 01.01.2025 – 31.12.2025 |
| Mariusz Pliszka | Supervisory Board Secretary | 01.01.2025 – 31.12.2025 |
| Mariusz Damasiewicz | Supervisory Board Member | 01.01.2025 – 31.12.2025 |
| Mariusz Romańczuk | Supervisory Board Member | 01.01.2025 – 31.12.2025 |
| Agata Michalska-Olek | Supervisory Board Member | 01.01.2025 – 08.12.2025 |
| Zbigniew Szymczak | Supervisory Board Member | 01.01.2025 – 31.12.2025 |
| Michał Gniatkowski | Supervisory Board Member | 01.01.2025 – 31.12.2025 |
| Monika Bartoszewicz | Supervisory Board Member | 13.02.2025 – 31.12.2025 |
| Michał Kempa | Supervisory Board Member | 13.02.2025 – 31.10.2025 |
| Michał Cebula | Supervisory Board Member | 08.12.2025 – 31.12.2025 |
In 2025, the posts of Supervisory Board Members were held by employee representatives from companies within the ENEA Group who were elected to the Supervisory Board in accordance with the Articles of Association of ENEA S.A.:
- Mr. Mariusz Pliszka (employee of ENEA Operator sp. z o.o.),
- Mr. Mariusz Romańczuk (employee of Lubelski Węgiel „Bogdanka” S.A.), and
- Mr. Mariusz Damasiewicz (employee of Enea Elektrownia Połaniec S.A.).
In addition to the remuneration they received for serving as Supervisory Board Members, these individuals also received compensation under their employment contracts.
CHAPTER 3
Total remuneration of ENEA S.A. Management Board Members
I. Ratios between individual components of remuneration.
The ratios described below between individual components of remuneration are regulated in the same way for each Management Board Member:
-
Pursuant to § 1 sec. 3 items 3.1.1 and 3.1.2 of the Supervisory Board Resolution No. 32/XI/2024 of 13 March 2024 on setting remuneration of ENEA S.A. Management Board Members, the Supervisory Board, acting within its powers, set the monthly Fixed Remuneration for:
-
President of the ENEA S.A. Management Board – in the amount of PLN 66,000;
- other ENEA S.A. Management Board Members – in the amount of PLN 60,000.
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
-
The monthly Fixed Remuneration is paid for the calendar month, after it ends, on the basis of an invoice issued by a Management Board Member and in accordance with the rules set forth in the Agreement.
-
The Variable Remuneration due for a given financial year is determined by the Supervisory Board during the financial year following the year for which the management objectives were set. The Variable Remuneration is payable to the respective Management Board Member following the achievement of his or her management objectives and after the Management Board Activity Report and the Financial Statements of the Company for the previous financial year are approved and a discharge on the performance of his or her duties is granted by the General Meeting (§ 3 sec. 4(a) of the Resolution on the Rules for Setting Remuneration and Chapter 4 § 3 sec. 5(a) of the Remuneration Policy). The amount for 2025 has not been determined as at the date of this Report, because the achievement of the management objectives set for 2025 has not yet been completely evaluated. This Remuneration Report presents the Variable Remuneration awarded and paid out to Management Board Members in 2025, but pertaining to 2024.
-
In 2025, the Supervisory Board gave its consent for ENEA S.A. to cover the costs of individual training for Management Board Members. The costs of individual training for Management Board Members are specified in Table 4.
-
In 2025, ENEA S.A. incurred the costs of accommodation for Management Board Members in Poznań (place of ENEA S.A.'s registered office) of up to the gross amount of PLN 5,000 per month. The costs of accommodation for Management Board Members are specified in Table 4.
-
In 2025, the Company provided (made available to) Management Board Members, for use while performing their contractual duties with office space and equipment, including a portable personal computer with wireless Internet access and other necessary devices, means of communication, including a mobile telephone, and a car, in accordance with the standards and regulations applicable in the Company without being considered part of the remuneration of Management Board Members.
The principles mentioned in items 1 to 6 above are reflected, in terms of their value, in the lists with the specific names presented in this Chapter, in which appropriate remuneration components and costs reimbursed by ENEA S.A. are specified for the individual Management Board Members.
All the amounts specified in the lists are in compliance with the regulations in effect in ENEA S.A. pertaining to remuneration for Management Board Members, including the Remuneration Policy, in particular in terms of their amount and ratios to the reference levels specified in the regulations.
II. Total remuneration in 2025 broken down into components.
The remuneration of Management Board Members is presented so that it shows its individual components for the year, for which they were due.
The main components of remuneration of a Management Board Member are: the monthly Fixed Remuneration and Variable Remuneration which depends on the level of fulfillment of management objectives. The rules for paying out this remuneration and other remuneration components are described in part I of this Chapter.
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
Table 3. Remuneration of Management Board Members in 2025.
| Name | Fixed Remuneration (FR) [PLN] | Variable Remuneration for 2024^{2} (VR) [PLN] | Total Remuneration (TR) [PLN] | Ratios | |
|---|---|---|---|---|---|
| FR/TR (%) | VR/TR (%) | ||||
| Grzegorz Kinelski | 792,000 | 633,600 | 1,425,600 | 56 | 44 |
| Bartosz Krysta | 720,000 | 576,000 | 1,296,000 | 56 | 44 |
| Marek Lelątko | 720,000 | 576,000 | 1,296,000 | 56 | 44 |
| Dalida Gepfert | 720,000 | 460,800 | 1,180,800 | 61 | 39 |
| Total | 2,952,000 | 2,246,400 | 5,198,400 |
In 2025, ENEA S.A. covered the costs of individual training for Management Board Members and their accommodation in the city of the Company's registered office, which is in conformity with the Contract signed by the Supervisory Board with each Management Board Member.
Table 4. Information on training and accommodation in the location of the Company's registered office
| Name | Value [PLN] | |
|---|---|---|
| Individual training (net) | Accommodation (gross) | |
| Grzegorz Kinelski | 4,002 | - |
| Bartosz Krysta | - | 71,177^{3} |
| Marek Lelątko | - | 63,619^{3} |
| Dalida Gepfert | 4,500 | - |
| Total | 8,502 | 134,796 |
Acting pursuant to the Remuneration Policy and the Resolution on the Rules for Setting Remuneration, the Supervisory Board set the remuneration of the Management Board Members by adopting appropriate resolutions, which constituted authorized decisions of the statutory body. The Supervisory Board states that total remuneration of each Management Board Member is in line with the adopted Remuneration Policy.
CHAPTER 4
Total remuneration of ENEA S.A. Supervisory Board Members in 2025.
Remuneration of Supervisory Board Members consists of monthly Fixed Remuneration only.
Table 5. Remuneration of Supervisory Board Members in 2025.
| Name | Remuneration [PLN] |
|---|---|
| Ewa Bagińska | 89,837 |
| Monika Starecka | 79,268 |
| Mariusz Pliszka | 79,268 |
| Mariusz Damasiewicz | 79,268 |
| Mariusz Romańczuk | 79,268 |
2 Variable Remuneration for 2024 accounted for and paid out in 2025.
3 Any expenses above the gross cap of PLN 5,000 per month are be covered by the Management Board Member.
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
| Agata Michalska-Olek | 74,367 |
|---|---|
| Zbigniew Szymczak | 79,268 |
| Michał Gniatkowski | 79,268 |
| Monika Bartoszewicz | 69,831 |
| Michał Kempa | 56,620 |
| Michał Cebula | 5,114 |
| Total | 771,377 |
Since the remuneration of Supervisory Board Members consists of a fixed part only, in the form of monthly remuneration, the requirements to present the ratios between remuneration components does not apply.
Acting pursuant to the Remuneration Policy and the Resolution on the Rules for Setting Remuneration of Supervisory Board Members, the Supervisory Board confirms that total remuneration of each Supervisory Board Member is in line with the adopted Remuneration Policy.
CHAPTER 5
Remuneration criteria referring to the results of ENEA Group, including ENEA S.A., and how the remuneration contributes to the achievement of long-term results.
The remuneration of a Management Board Member consists of a fixed part, which constitutes the monthly base remuneration, and a variable part, which depends on the level of fulfillment of management objectives. In 2025, changes were made to the general list of management objectives. During the first half of the year, the general list of management objectives contained in the Remuneration Policy was in force and included:
- achieving the ratios defined by the Supervisory Board, in particular profitability, financial liquidity, management efficiency or solvency ratios;
- achieving or changing production or sales levels;
- the amount of revenues, in particular sales revenues, operating income, revenues from other operating or financial activities;
- reduction of losses, reduction of management or operating costs;
- implementation of a strategy or a restructuring plan;
- implementation of investment projects, while taking into account, in particular, its scale, rate of return, innovation, timely execution;
- a change of the Company's market position measured by market share or other criteria or relations with business partners identified as key accounts using specific criteria;
- implementation of the staffing policy and increase in employee engagement.
Then, on 26 June 2025, by Resolution No. 46, the Ordinary General Meeting adopted a new set of management objectives in the Remuneration Policy:
- achieving the ratios defined by the Supervisory Board, in particular EBITDA, net debt/EBITDA, profitability, financial liquidity, management efficiency or solvency ratios;
- meeting the quality parameters applicable to the ENEA Group in accordance with the applicable laws, including indicators set by the President of the Energy Regulatory Office;
- participation in the energy transition;
- achieving or changing production or sales levels;
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
- the amount of revenues, in particular sales revenues, operating income, revenues from other operating or financial activities;
- reduction of losses, reduction of management or operating costs;
- implementation of a strategy or a restructuring plan;
- implementation of investment projects, while taking into account, in particular, its scale, rate of return, innovation, timely execution;
- a change of the Company's market position measured by market share or other criteria or relations with business partners identified as key accounts using specific criteria;
- implementation of the staffing policy and increase in employee engagement;
- implementation of ESG, security and other policies;
- pursuit of initiatives that support the professional development of women.
By using the powers granted by the General Meeting, the Supervisory Board set the criteria pertaining to the results to be achieved, including the objectives, their fulfillment conditions and the weights the fulfillment of which the Variable Remuneration of Management Board Members was contingent upon.
The management objectives referred to above, which are set annually by the Supervisory Board, are intended to contribute to the operationalization of the ENEA Group Development Strategy (hereinafter: Strategy) and the achievement of the long-term results and objectives set forth in the Strategy. The Strategy contains key development directions for the ENEA Group, which constitute a foundation for setting key long-term goals.
The Supervisory Board has set the following management objectives (KPIs) for 2024:
- financial objectives: ENEA Group's EBITDA, net debt/EBITDA ratio in the ENEA Group, ratio of non-current assets to equity in the ENEA Group, total debt ratio in the ENEA Group;
- non-financial (strategic and operational) objectives: DSO quality regulation, development of the smart grid, execution of investments in the DSO area - unmanned storage of meters, sales volume of electricity in ENEA S.A., development of renewable energy sources in the ENEA Group, energy storage in the ENEA Group, construction of a new biomass-fired unit in the Białystok CHP Plant, efficiency of organizational management in the ENEA Group, ENEA town.
The objectives set by the Supervisory Board for 2024 were linked to the key development directions included in the Strategy serving the achievement of long-term results of the ENEA Group, including ENEA S.A. All Management Board Members were assigned the same objectives, although with different weights. This system creates an incentive, since a significant portion of remuneration of a Management Board Member, i.e. the Variable Remuneration, is dependent on the achievement of the objectives, which are necessary to achieve the results designed for the long term. The Variable Remuneration for 2024, determined by the ENEA S.A. Supervisory Board in 2025 for each Member of the ENEA S.A. Management Board, is presented in Table 3.
In 2025, in line with the Remuneration Policy and the Resolution on the Rules for Setting Remuneration, the maximum possible level of Variable Remuneration set by the ENEA S.A. Supervisory Board was up to 100% of the annual Fixed Remuneration calculated as the sum of monthly Fixed Remuneration paid for the previous financial year defined as the year, for which the management objectives were set.
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
Table 6. Maximum amount of Variable Remuneration for 2025 for the individual Management Board Members was established in compliance with the Remuneration Policy and the Resolution on the Rules for Setting Remuneration as up to $100\%$ of Fixed Remuneration.
| Name | Remuneration [PLN] |
|---|---|
| Grzegorz Kinelski | 792,000 |
| Bartosz Krysta | 720,000 |
| Marek Lelątko | 720,000 |
| Dalida Gepfert | 720,000 |
The Supervisory Board has set the following management objectives (KPIs) for 2025:
- financial objectives: ENEA Group's EBITDA, net debt/EBITDA ratio in the ENEA Group,
- non-financial (strategic and operational) objectives: qualitative regulation of distribution system operators (DSOs), indicator of the involvement of the ENEA Group's DSOs in the energy transition, implementation of the investment plan by DSOs within the ENEA Group, electricity sales volume at ENEA S.A., development of renewable energy sources within the ENEA Group, decarbonization of generation sources at the Polaniec Power Plant, preparation of an ESG strategy, Gender Equality Policy, Occupational Health and Safety Policy and Environmental Protection Policy, cybersecurity action plan within the ENEA Group, plan for the operationalization of the ENEA Group's Development Strategy in the ICT area, organizational management efficiency at the ENEA Group, construction of CCGT units at the Kozienice Power Plant, preparation for and participation in supplementary Capacity Market auctions.
Variable Remuneration is conditional on the achievement of the following additional management objectives:
- setting and application of rules of remunerating members of management and supervisory bodies of subsidiaries in line with the principles set forth in the Act on Setting Remuneration,
performance of obligations referred to in Articles 17-20, 22 and 23, account being taken of Articles 18a and 23a of the Act of 16 December 2016 on the Rules for Managing State Property.
All Management Board Members were assigned the same objectives. The level of fulfillment of the objectives for 2025 will be determined by the Supervisory Board for each Management Board Member. This principle is consistent with the Remuneration Policy and the authorized decisions made by the Company's bodies on its basis.
CHAPTER 6
Annual change in remuneration of ENEA S.A. Management Board Members and ENEA S.A. Supervisory Board Members, the ENEA Group's results and the average salary of Company employees other than Management Board Members or Supervisory Board Members in 2021-2025.
This Chapter presents information on the annual changes in total remuneration of Management Board Members and Supervisory Board Members, selected results of the ENEA Group and the average salary of ENEA S.A. employees. This Chapter refers to the results of the ENEA Group, because the remuneration of Management Board Members, especially the variable component of their remuneration, is significantly correlated with the ENEA Group's financial performance.
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
Below, the Supervisory Board presents the absolute values and changes in percentage terms (as compared to previous year) on the basis of which it has presented in this Chapter the information required in Article 90g sec. 2 item 4 of the Act on Offerings on the changes, by year, in the remuneration, the Company's financial performance and the average salary of the Company's employees other than Management Board Members or Supervisory Board Members from the last five financial years, in a manner facilitating such comparison.
Table 7. Remuneration of Management Board Members in 2021-2025.
| Name | Total aggregate remuneration of each Member of ENEA S.A. Management Board4 [PLN 000s, % change] | Time of service from 1 January 2021 | ||||
|---|---|---|---|---|---|---|
| 2021 | 2022 | 2023 | 2024 | 2025 | ||
| Miroslaw Kowalik | 181 | - | - | - | - | until 05.06.2020 |
| Piotr Adamczak | 289 | - | - | - | - | until 10.08.2020 |
| Zbigniew Piętka | 241 | - | - | - | - | until 24.07.2020 |
| Jarosław Ołowski | 487 | - | - | - | - | until 17.11.2020 |
| Paweł Szczeszek | 1,019 | 637 - 37% | 217 - 66% | - | - | 01.01.2021 – 10.04.2022 |
| Tomasz Siwak | 819 | 1,069 +31% | 1,135 +6% | - | - | 01.01.2021 – 19.12.2022 |
| Tomasz Szczegielniak | 832 | 1,005 +21% | 319 - 68% | - | - | 01.01.2021 – 24.06.2022 |
| Marcin Pawlicki | 660 | 1,089 +65% | 1,320 +21% | 605 - 54% | - | 01.01.2021 – 29.02.2024 |
| Rafał Mucha | 660 | 1,094 +66% | 1,490 +36% | 330 - 78% | - | 01.01.2021 – 30.11.2023 |
| Lech Żak | 59 | 660 +1019% | 1,320 +100% | 605 - 54% | - | 29.11.2021 – 29.02.2024 |
| Paweł Majewski | - | 533 | 1,313 +146% | 654 - 50% | - | 25.04.2022 – 02.02.2024 |
| Dariusz Szymczak | - | 341 | 1,001 +194% | 554 - 45% | - | 25.06.2022 – 02.02.2024 |
| Jakub Kowaleczko | - | - | 303 | 389 +28% | - | 17.07.2023 – 02.02.2024 |
| Grzegorz Kinelski | - | - | - | 660 | 1,426 +116% | 01.03.2024 – 31.12.2025 |
| Bartosz Krysta | - | - | - | 600 | 1,296 +116% | 01.03.2024 – 31.12.2025 |
| Marek Lelątko | - | - | - | 600 | 1,296 +116% | 01.03.2024 – 31.12.2025 |
| Dalida Gepfert | - | - | - | 480 | 1,181 +146% | 01.05.2024 – 31.12.2025 |
4 Total aggregate remuneration of Management Board Members in a year contains the Variable Remuneration amount paid out during that year.
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
In 2021, Variable Remuneration for 2020 was paid out; in 2022, Variable Remuneration for 2021 was paid out and in 2023, Variable Remuneration for 2022 was paid out. Variable Remuneration for 2023 has not been settled since the General Meeting adopted resolutions not to grant a discharge to all Management Board Members serving in 2023. In 2025, the Variable Remuneration for 2024 was paid out.
Table 8. Remuneration of Supervisory Board Members in 2021-2025.
| Name | Total aggregate remuneration of each Member of ENEA S.A. Supervisory Board [PLN 000s, % change] | Time of service from 1 January 2021 | ||||
|---|---|---|---|---|---|---|
| 2021 | 2022 | 2023 | 2024 | 2025 | ||
| Rafał Włodarski | 90 | 90 0% | 1 - 99% | - | - | 01.01.2021 – 04.01.2023 |
| Roman Stryjski | 79 | 79 0% | 79 0% | 11 - 86% | - | 01.01.2021 – 30.01.2024 |
| Michał Jaciubek | 79 | 38 - 52% | - | - | - | 01.01.2021 – 24.06.2022 |
| Piotr Mirkowski | 79 | 38 - 52% | - | - | - | 01.01.2021 – 24.06.2022 |
| Paweł Korobłowski | 79 | 70 - 11% | - | - | - | 01.01.2021 – 18.11.2022 |
| Tomasz Lis | 9 | 79 +778% | 79 0% | 76 - 4% | - | 18.11.2021 – 31.10.2024 |
| Maciej Mazur | 79 | 38 - 52% | - | - | - | 01.01.2021 – 24.06.2022 |
| Mariusz Pliszka | 79 | 79 0% | 79 0% | 89 +13% | 79 - 11% | 01.01.2021 – 31.12.2025 |
| Mariusz Fistek | 78 | - | - | - | - | 01.01.2021 – 22.12.2021 |
| Dorota Szymanek | 78 | 42 - 46% | - | - | - | 07.01.2021 – 11.07.2022 |
| Izabela Felczak-Poturnicka | 1 | - | - | - | - | 01.01.2021 – 05.01.2021 |
| Ireneusz Kulka | 56 | - | - | - | - | 01.01.2021 – 16.09.2021 |
| Mariusz Romańczuk | - | 41 | 79 +93% | 89 +13% | 79 - 11% | 25.06.2022 – 31.12.2025 |
| Łukasz Ciołko | - | 23 | 88 +283% | 12 - 86% | - | 16.09.2022 – 29.01.2024 |
| Mariusz Damasiewicz | - | 41 | 79 +93% | 89 +13% | 79 - 11% | 25.06.2022 – 31.12.2025 |
| Radosław Kwaśnicki | - | 38 | - | - | - | 10.03.2022 – 31.08.2022 |
| Aneta Kordowska | - | 9 | 79 +778% | 11 - 86% | - | 18.11.2022 – 30.01.2024 |
| Paweł Łacki | - | 9 | 79 +778% | 11 - 86% | - | 18.11.2022 – 30.01.2024 |
| Piotr Zborowski | - | 9 | 40 +344% | - | - | 18.11.2022 – 04.07.2023 |
| Aleksandra Agatowska | - | - | 30 | - | - | 13.03.2023 – 31.07.2023 |
| Ewa Bagińska | - | - | - | 89 | 90 +1% | 30.01.2024 – 31.12.2025 |
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
Table 9. ENEA Group's results and average remuneration of Company employees who are not Members of Management Board or Supervisory Board in 2021-2025.
| 2021^{5} | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|
| Total revenue – ENEA Group | |||||
| [PLN million, % change] | 21,626 | 30,555 | |||
| +41% | 48,886 | ||||
| +60% | 33,505 | ||||
| -31% | 28,800 | ||||
| -14% | |||||
| EBITDA – ENEA Group | |||||
| [PLN 000s, % change] | 3,542,872 | 2,219,994 | |||
| -37% | 6,297,842 | ||||
| +184% | 6,805,581 | ||||
| +8% | 5,624,911 | ||||
| -17% | |||||
| Net profit/loss of the ENEA Group | |||||
| [PLN 000s] | 1,805,167 | 118,920 | -442,623 | 956,141 | 1,766,010 |
| Net debt/EBITDA | 0.77 | 1.73 | |||
| +125% | 0.85 | ||||
| -51% | 0.46 | ||||
| -46% | 0.48 | ||||
| +4% | |||||
| Sales of electricity to retail customers | |||||
| [GWh, % change] | 22,940 | 22,782 | |||
| -1% | 22,174 | ||||
| -3% | 24,781 | ||||
| +12% | 24,439 | ||||
| -1% | |||||
| Total SAIDI | |||||
| [average interruption duration in | |||||
| minutes/customer, % change] | 152.40 | 543.85 | |||
| +257% | 138.87 | ||||
| -74% | 126.23 | ||||
| -9% | 141.08 | ||||
| +12% | |||||
| Total SAIFI | |||||
| [average interruption frequency per customer, | |||||
| % change] | 2.68 | 4.39 | |||
| +64% | 2.33 | ||||
| -47% | 2.00 | ||||
| -14% | 1.89 | ||||
| -1% | |||||
| Average monthly total compensation of ENEA | |||||
| S.A. employees^{6} | |||||
| [PLN, % change] | 12,909.90 | 14,477.07 | |||
| +12% | 15,869.96 | ||||
| +10% | 17,273.75 | ||||
| +9% | 17,939.64 | ||||
| +4% |
The Supervisory Board evaluates the Company's performance using the ENEA Group's EBITDA and net debt/EBITDA, among other indicators. These indicators should be treated as supplementary information to the presentation of results and other Company and ENEA Group data. The ENEA Group's EBITDA and net debt/EBITDA are not defined in IFRS and therefore these measures should not be treated as alternatives to the measures defined in IFRS.
5 The restatement of data for presentation purposes for the comparative period is presented in Note 6 to the consolidated financial statements of the ENEA Group for the financial year ended 31 December 2022 in accordance with EU IFRS.
6 The average monthly employee compensation was calculated on the basis of data provided by ENEA S.A. to Statistics Poland in the Z-06 Report.
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
EBITDA is defined as operating profit (loss) + depreciation and amortization + impairment losses on non-financial non-current assets. The principles applied to determine segment performance along with each segment's assets and liabilities are consistent with the accounting principles used to prepare the consolidated financial statements.
The net debt/EBITDA ratio reflects the Company's ability to repay debt with operating profits and is considered one of the debt (solvency) ratios. The net debt/EBITDA ratio is equal to (loans, borrowings and non-current and current debt securities + non-current and current finance lease liabilities + non-current and current financial liabilities measured at fair value - cash and cash equivalents - non-current and current financial assets measured at fair value - non-current and current debt financial assets measured at amortized cost - other current investments) / EBITDA LTM. LTM EBITDA means EBITDA for the last 12 months. The value of the net debt/EBITDA ratio is crucial for the fulfillment of the terms of debt financing agreements entered into by the ENEA Group.
The methodologies for calculating EBITDA in other companies may be significantly different from those used by ENEA S.A. For this reason, the ENEA Group's EBITDA and net debt/EBITDA may not be comparable to similar measures calculated by other companies.
The ENEA Group's EBITDA and net debt/EBITDA ratio are presented in this Remuneration Report due to their significance in terms of the satisfaction of the criteria for granting Variable Remuneration to the Company's Management Board Members.
The ENEA Group's EBITDA and net debt/EBITDA ratio specified in this Remuneration Report are presented in a manner consistent with those indicators that are presented in the Management Board Report on the activity of ENEA S.A. and the ENEA Group for 2025.
CHAPTER 7
Other information.
This Chapter presents all other information required under Article 90g sec. 2 of the Act on Offerings which is not presented in the previous Chapters. The information addresses items 5, 6, 7 and 8 of Article 90g sec. 2 of the Act on Offerings:
-
The Supervisory Board Members and the Management Board Members performing these functions in 2025 did not receive any remuneration from entities from the same ENEA Group within the meaning of the Accounting Act of 29 September 1994, except that those ENEA S.A. Supervisory Board Members who have been elected to the Supervisory Board as employee representatives, received remuneration under their employment contracts and enjoyed the same benefits as those offered to other employees of the ENEA Group. This situation is described also in Chapter 2 of this Remuneration Report.
-
The Supervisory Board Members and the Management Board Members who performed their functions in 2025 were not awarded and were not offered financial instruments.
At this point, the Supervisory Board additionally reports that one of the Supervisory Board Members who held his function as at 31 December 2025 as a representative of ENEA Group employees in the Supervisory Board, holds ENEA S.A. shares partially acquired free of charge on the basis of the Act of 30 August 1996 on Commercialization and Certain Employee Rights, and partially purchased by him as a natural person.
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
This individual came into possession of the ENEA S.A. shares before he was appointed to the Supervisory Board.
Table 10. Number of shares held by a Supervisory Board Member
| Name | Position | Number of ENEA S.A. shares as at 31 December 2025 |
|---|---|---|
| Mariusz Pliszka | Supervisory Board Member | 3,880 |
As at 31 December 2025, other current members of the Management Board or Supervisory Board did not hold any ENEA S.A. shares.
-
In respect to the Management Board Members who performed their functions in 2025, the option of requesting a refund of variable remuneration components has not been exercised, because there were no instances of granting them to a Management Board Member on the basis of data, which proved to be incorrect. The remuneration of Supervisory Board Members who performed their functions in 2025 consisted of the fixed part only.
-
The implementation of the Remuneration Policy was consistent with Article 90d sec. 1 and Article 90e sec. 1 and sec. 5 of the Act on Public Offerings and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies, i.e.:
-
on 23 July 2024, the Ordinary General Meeting of ENEA S.A. adopted Resolution No. 19 to accept a document entitled "Remuneration policy for members of the supervisory body and management body at ENEA Spółka Akcyjna," forming an attachment thereto; At the same time, the "Remuneration Policy for members of the supervisory body and management body at ENEA Spółka Akcyjna" of 30 July 2020 was repealed.
- on 26 June 2025, the Ordinary General Meeting of ENEA S.A. adopted Resolution No. 46 to amend the "Remuneration policy for members of the supervisory body and management body at ENEA Spółka Akcyjna";
- the wording of the Resolutions, including the Remuneration Policy, was posted on the ENEA S.A.'s website in the "Investor relations" module, "General Meeting" tab (links: https://ir.enea.pl/wydarzenia-inwestorskie/21685 and https://ir.enea.pl/wydarzenia-inwestorskie/22807), which fulfilled the requirement of Article 90e sec. 5 of the Act on Offerings;
- The Remuneration Policy was posted in the "Investor relations" module, "Corporate governance" tab, in the part named "Corporate documents" (link: https://ir.enea.pl/lad-korporacyjny);
-
on 26 June 2025, by Resolution No. 39, the Ordinary General Meeting of ENEA S.A. adopted a document entitled „Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2024".
-
The Supervisory Board has not used the delegation included in Article 90f of the Act on Offerings or the delegation included in Chapter 2 § 1 item 8 of the Remuneration Policy and has not made any decision on derogation from the Remuneration Policy applied pursuant to Article 90f of the Act on Offerings.
-
ENEA S.A. pays remuneration to the Management Board Members and Supervisory Board Members only under the Remuneration Policy, which implements Article 90e sec. 1 of the Act on Offerings.
16
Report on Remuneration of ENEA S.A. Management Board and Supervisory Board Members in 2025
For the Supervisory Board:
Chairwoman of the
ENEA S.A. Supervisory Board
17