Remuneration

The total amount of the remuneration, understood as the amount of remuneration, bonuses and benefits received in cash, in kind or in any other form, paid out to persons discharging executive and supervisory functions for 2012 and for the comparative period is presented in the following tables.

Remuneration of the Management Board in 2012 (PLN)

	Period in office in 2012	Management services*	Annual bonus**	Benefits, income from other sources	Income earned in subsidiaries	Total
Jarosław Zagórowski	1 Jan-31 Dec	960 000,00	480 000,00	-	-	1 440 000,00
Andrzej Tor	1 Jan-31 Dec	840 000,00	420 000,00	-	-	1 260 000,00
Grzegorz Czornik	1 Jan-31 Dec	840 000,00	420 000,00	-	-	1 260 000,00
Marek Wadowski	1 Jan-16 Jan	36 129,03	-	-	-	36 129,03
Artur Wojtków	1 Jan-31 Dec	840 000,00	420 000,00	-	-	1 260 000,00
Robert Kozłowski	1 Apr-31 Dec	630 000,00	315 000,00	-	-	945 000,00
Total		4 146 129,03	2 055 000,00	-	-	6 201 129,03

* This item includes only remuneration based on management contracts.
** This item includes the annual bonus due for 2012 in the maximum amount permitted by the contract. The bonus is payable at the request of the President of the Management Board, depending on the degree of achievement of KPIs, and is subject to approval by the Supervisory Board.

Remuneration of the Management Board in 2011 (PLN)

	Period in office in 2011	Remuneration, management services*	Annual bonus**	Benefits, income from other sources	Income earned in subsidiaries	Total
Jarosław Zagórowski	1 Jan-31 Dec	308 002,28	302 182,44	81 146,97	41 454,96	732 786,65
Andrzej Tor	1 Jan-31 Dec	286 602,21	269 073,33	117 826,91	41 454,96	714 957,41
Grzegorz Czornik	1 Jan-31 Dec	286 602,21	269 073,33	49 700,25	44 909,54	650 285,33
Marek Wadowski	1 Jan-31 Dec	286 602,21	269 073,33	56 265,88	41 154,52	653 095,94
Artur Wojtków	1 Jan-31 Dec	286 383,36	269 073,33	45 457,34	37 309,44	638 223,47
Total		1 454 192,27	1 378 475,76	350 397,35	206 283,42	3 389 348,80

* This item includes only remuneration based on employment agreements and management contracts.
** This item includes the annual bonus paid for 2010 and the annual bonus due for 2011.

Agreements concluded with managers providing for compensation in the event of their resignation or dismissal from the occupied position without an important reason or in the event that their dismissal resulted from a merger with the Issuer through an acquisition.
Still in force in 2012 were the Management Contracts (“Contracts”) and Non-Competition Agreements entered into in 2011 with members of the JSW S.A. Management Board pursuant to the decision of the JSW S.A. Supervisory Board of 18 November 2011. On 1 March 2012, the Supervisory Board appointed Mr. Robert Kozłowski to the position of Vice-President of the JSW S.A. Management Board for Financial Matters for the 7th term of office and signed with him a Management Contract and a Non-Competition Agreement under the same terms and conditions as those binding the other Management Board members.

In accordance with the provisions of the Management Contracts, if a Contract is terminated by JSW S.A. for reasons other than a gross breach of the provisions of the Contract by the JSW S.A. Management Board member, expiration of the Contract as a result of expiration and non-renewal of the Management Board member’s mandate or termination of the Contract by the Management Board member for reasons attributable to JSW S.A., the Management Board member is entitled to a severance pay in the amount of 3 times the fixed monthly salary. If the dismissal of the Management Board member or the non-appointment of the Management Board member for the next term of office is unrelated to the Benchmark (correlation of the changing JSW S.A. share price with the value of the WIG-20 index) for which in the reasonable opinion of JSW S.A. the relevant Management Board member is responsible or co-responsible with other Management Board members, in the event of termination of the Contract due to expiration and non-renewal of his/her mandate, the Management Board member is entitled to a severance pay in the amount of 3 times the fixed monthly salary.

In addition, pursuant to the Non-Competition Agreement, in the period of 12 months from the termination of the Management Contract, the Manager receives compensation in the total amount constituting the equivalent of 100% of the fixed salary paid to him/her in the period of 12 calendar months preceding the termination of the Management Contract. If the termination or non-extension of the Management Contract takes place in connection with the Benchmark for which in the reasonable opinion of JSW S.A. the Manager is responsible or co-responsible with other Management Board members, the Manager will receive compensation in the total amount constituting the equivalent of 25% of the fixed salary paid to him/her in the period of 12 calendar months preceding the termination of the Management Contract. In both situations, the Manager’s entitlement to compensation will be contingent on his/her refraining from the conduct of any business competitive to that of JSW S.A. Such compensation will be paid to the Manager in monthly installments.

In 2012, no compensation was paid under any non-competition agreement.