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Budapesti Ingatlan Hasznosítási es Fejlesztesi : BIF Remuneration Report 2024
Budapesti Ingatlan Hasznosítási es Fejlesztesi : BIF Remuneration Report

About this update from Budapesti Ingatlan Hasznositasi Es Fejlesztesi Nyrt
Remuneration Report of Budapesti Ingatlan Hasznosítási és Fejlesztési Nyrt. for the Business Year 2024 Remuneration Report 1 of Budapesti Ingatlan Hasznosítási és Fejlesztési Nyrt. for the Business Year 2024 Budapesti Ingatlan Hasznosítási és Fejlesztési Nyrt. (hereinafter: "Company or "BIF") has prepared this remuneration report2 of the Company for the business year 2024 (hereinafter: "Report") based on the provisions of Act LXVII of 2019 on the Promotion of Long-term Shareholder Involvement and the Amendment of Certain Acts for the Purposes of Legal Harmonisation ("Act") and the remuneration policy3 approved by the General Meeting of the Shareholders of the Company for an opinion (hereinafter: "Remuneration Policy"). The purpose of the Report is to provide a comprehensive overview of all remuneration awarded or payable in the last business year to the individual directors, including newly appointed directors, in accordance with the Remuneration Policy. Directors of the Company in the business year 2024 Name Position dr. Anna Ungár President of the Board of Directors and CEO Kristóf Berecz Vice President of the Board of Directors, CEO dr. Frigyes Hárshegyi Member of the Board of Directors and President of the Audit Committee Julian Tzvetkov Member of the Board of Directors and of the Audit Committee Miklós Vaszily Member of the Board of Directors and of the Audit Committee Róbert Hrabovszki Deputy CEO, CFO Remuneration of the Board of Directors and of the Audit Committee in 2024 In 2024, the members of the Board of Directors and the Audit Committee were remunerated in accordance with Section II.1 of the Remuneration Policy. In the 2024 business year, like in the previous year, the members of the Board of Directors performed their duties in this capacity without remuneration, while the members of the Audit Committee received a gross remuneration of HUF 300,000 per month per member. The members of the Board of Directors and of the Audit Committee did not receive any performance-related remuneration in this capacity in 2024. Disbursements/remuneration for the business year 2024 Name Fixed remuneration (annual fee, gross, HUF) (1) Fringe benefits (cafeteria) HUF/year (2) Variable (performance-related) remuneration (annual, gross, HUF) (3) Total remuneration* (annual, gross, HUF) (4) = (1)+(2)+(3) Ratio of fixed remuneration (%) ((1)+(2))/(4) Ratio of variable remuneration (%) (3)/(4) dr. Anna Ungár 0 0 0 0 - - Kristóf Berecz 0 0 0 0 - - dr. Frigyes Hárshegyi 3 600 000 0 0 3 600 000 100% 0% Julian Tzvetkov 3 600 000 0 0 3 600 000 100% 0% Miklós Vaszily 3 600 000 0 0 3 600 000 100% 0% *Total remuneration is equal to all remuneration received from companies belonging to the BIF Group. 1 Capitalised terms not specifically defined in this Remuneration Report are defined in the Remuneration Policy. 2 The Company prepares a remuneration report annually. The first remuneration report has been compiled in 2022 for the business year 2021 3 The Remuneration Policy approved by Resolution No. 33/2022.04.29. of the General Meeting of the Shareholders with its advisory opinion. 1 Remuneration of Senior Managers in 2024 For the business year 2024, the remuneration of the Senior Managers was determined in accordance with the provisions of Section II.2 of the Remuneration Policy, in line with the Company's strategic objectives, to support their achievement, taking into account the Company's risk tolerance and in order to achieve the fullest possible alignment with the shareholders' interests. Annual basic salary and related benefits For the business year 2024, the annual basic salary and the related benefits were consistent with the provisions of Section II.2.1 of the Remuneration Policy. Short-term incentive (bonus) The Short-term incentive scheme is designed to encourage managers to endeavour to achieve the corporate and individual targets that support the Company's strategic objectives and are achievable within a year. In accordance with the Remuneration Policy, the individual bonus packages of the Senior Managers were adopted for the business year 2024, and the specific targets for the performance indicators and the non-financial performance indicators (individual targets and expectations) were defined in accordance with Section II.2.2.1 of the Remuneration Policy. Performance weights to be used in the assessment: for the CEOs, the weight of financial performance indicators is 75% and that of individual targets and expectations is 25%; for the Deputy CEO, CFO, the weight of financial performance indicators is 60% and that of individual targets and expectations is 40%. The bonus may be up to 100% of the annual base salary of the CEOs, and up to 80% of the annual base salary of the Deputy CEO, CFO, provided that the Board of Directors decides to pay a Bonus upon the recommendation of the Audit Committee. The specific amount of the Bonus to be paid is determined based on the performance evaluation of the eligible individuals. On the basis of Section II. 2.2.2. of the Remuneration Policy, the Board of Directors, upon the recommendation of the Audit Committee, decided to pay an advance bonus in February 2025, depending on the preliminary annual business results. In its Annual Evaluation, the Audit Committee evaluates the performance of the Senior Managers concerned on the basis of a combination of financial and non-financial performance indicators set out in the Bonus Allocation and makes a proposal on the amount of Bonus payment applicable to the Senior Managers, which is approved by the Board of Directors. The Annual Evaluation and the relevant decision of the Board of Directors will be made within 30 days after the annual General Meeting of the Shareholders (hereinafter: "AGM") closing the business year 2023. Subject to the approval of the Board of Directors, the Company shall ensure payment of the approved bonuses no later than 45 days after the AGM, taking into account the advance bonuses paid. The Short-term incentive scheme is designed in such a way that the "reclaiming" of the Bonus is not applicable under the Remuneration Policy. 2 Disbursements/remuneration for the business year 2024 Name Fixed remuneration (annual basic salary, gross, HUF) (1) Fringe benefits (Cafeteria) HUF/year (2) Variable (performance-related) remuneration (advance bonus, gross, HUF) (3) Total remuneration* (annual, gross, HUF) (4) = (1)+(2)+(3) Ratio of fixed remuneration (%) ((1)+(2))/(4) Ratio of variable remuneration (%) (3)/(4) Dr. Anna Ungár 37 300 000 0 8 190 000 45 490 000 82% 18% Kristóf Berecz 27 300 000 0 8 190 000 35 490 000 77% 23% Róbert Hrabovszki 25 389 000 450 000 6 499 584 32 338 584 80% 20% *Total remuneration is equal to all remuneration received from companies belonging to the BIF Group. Long-term incentive The Long-term incentive for Senior Managers is based on the provision of shares at a preferential price. The purpose of this incentive is to maintain the long-term share price growth ambition of Senior Managers, thereby aligning senior management objectives with long-term shareholder interests. Terms and conditions of Share Allocation The application of the Long-term incentive scheme for the business year 2024, as set out in Section II.2.3 of the Remuneration Policy, is decided by the Board of Directors, based on the evaluation of the Price Change, in connection with the Annual Evaluation, on the proposal of the Audit Committee, at the latest within 30 days after the AGM. The Price Change is assessed on the basis of public data accessible on the website of the Budapest Stock Exchange. The Company provides shares at a preferential price from its current treasury stock. Settlements rules In the course of a Share Allocation approved, the number of shares offered for purchase at a preferential price in a sale and purchase transaction, whether on the stock exchange or OTC, within 45 days of approval, for the CEOs and the Deputy CEO, CFO is S CEO and S DCEO , respectively. The number of shares (S CEO and S DCEO ) included in the Share Allocation is calculated as 50% of the annual gross base salary of the beneficiaries divided by the closing price of the Shares on the stock exchange trading day preceding the value date of the Transaction, and the Company is responsible for calculating the value of the S CEO and S DCEO . The Preferential Price is 70% of the average stock exchange price of the Shares in the 180 days preceding the value date of the Transaction. The Company is responsible for the calculation of the average price. The Senior Managers may not sell the Shares acquired in the Transaction for a period of 3 years after the Transaction value date, however, the dividends paid by the Company may be freely disposed of during the Retention Period. After the expiry of the Retention Period, the Senior Managers may freely dispose of the acquired Shares. If during the Retention Period the employment of the Senior Manager is terminated (whether at the initiative of the Senior Manager or of the Company), the Company is entitled to repurchase the Shares under the Share Allocation at the Preferential Price through a stock exchange or an OTC transaction. In the event that the Company exercises the above-described repurchase right, the Senior Manager is under an obligation to sell the Shares included in the Share Allocation. The Board of Directors decided on the applicability of the Share Allocation for the 2023 business year, the beneficiaries did not exercise the option of the Share Allocation, and no Share Allocation was made. 3 Annual change in remuneration Business Year Adjusted group EBITDA (IFRS audited consolidated, th HUF)* Adjusted group EBITDA (IFRS )* changes compared to the previous year Average total annual remuneration of Senior Managers (gross, th HUF)** Average total annual remuneration of Senior Managers (gross)** changes compared to the previous year Average annual remuneration of non-executive employees (gross)*** changes compared to the previous year 2021 2 666 418 - 40 965 - - 2022 7 846 847 294.28% 42 646 104.10% 109.28% 2023 5 132 051 65.40% 45 581 106.88% 115.13% 2024 7 825 208 152.48% 37 773 82.87% 111.09% *Value adjusted for the effect of the fair valuation of investment properties; the 2024 value is calculated on the basis of the consolidated annual financial statements presented to the 2024 Annual General Meeting of **In 2021, the Company had two, whereas from 4 May 2022 the Company has had three Senior Managers. The data for 2021, 2022 and 2023 include the approved total bonuses, while the data for 2024 includes the approved advance bonuses. ***The average annual statistical headcount (non-exective) was 46 people in 2021, 49 people in 2022, 59 people in 2023 and 62 people in 2024; including Cafeteria Additional information The implementation of the Remuneration Policy for the 2024 business year was fully in accordance with its provisions, there were no deviations. The Company's remuneration report for the business year 2023 was approved by the General Meeting of Shareholders by resolution 19/2024.04.30. with its advisory opinion, the General Meeting of the Shareholders did not make any comments, thus the Company could not take into account the General Meeting's resolution with its advisory opinion regarding the remuneration report of the previous business year with regard to the present remuneration report. Budapest, 9 April 2025 Budapesti Ingatlan Hasznosítási és Fejlesztési Nyrt. Board of Directors 4
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