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Kofola CeskoSlovensko : Report on Remuneration 2025

Kofola CeskoSlovensko : Report on Remuneration

Kofola Ceskoslovensko AsMay 15, 20264
Kofola CeskoSlovensko : Report on Remuneration 2025

About this update from Kofola Ceskoslovensko As

REPORT ON REMUNERATION of Kofola ČeskoSlovensko a.s. for the accounting period from 1 January to 31 December 2025 This report provides a complete list of remuneration including any benefits in any form paid to the members of the Board of Directors and Supervisory Board of the company Kofola ČeskoSlovensko a.s. (hereinafter "the Company") within the past accounting period of 2025 or due within the above-mentioned period. The Board of Directors did not delegate business management of the Company in the scope of everyday management of the Company as a whole to any natural person who was not a member of the Company's Board of Directors. INFORMATION ON TOTAL REMUNERATION PAID TO THE MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS FIXED AND VARIABLE REMUNERATION COMPONENT The total amount of remuneration received by members of the Company's Board of Directors for the accounting period of 2025, divided into components, as well as the rate of the fixed to the variable component of the remuneration is stated in the table below: Member of the Board of Directors Total amount of fixed remuneration Total amount of variable remuneration Share of the fixed and variable component Total in 2025 Total in 2024 Total in 2023 Total in 2022 Total in 2021 CZK´000 CZK´000 CZK´000 CZK´000 CZK´000 CZK´000 CZK´000 Fixed component Variable component Member A 4,202 5,027 46% 54% 9,229 5,000 6,980 6,146 4,979 Member B 3,359 3,604 48% 52% 6,963 7,561 5,280 4,950 5,756 Member C 4,642 4,205 52% 48% 8,847 9,621 6,467 6,227 5,683 Member D 3,602 4,470 45% 55% 8,072 13,574 6,119 5,265 3,787 Member E 3,022 3,268 48% 52% 6,290 6,873 4,800 4,455 3,804 Member F 2,520 1,557 62% 38% 4,077 4,847 4,092 2,880 2,202 Total 21,347 22,131 49% 51% 43,478 47,476 33,738 29,923 26,211 The total amount of remuneration paid to the members of the Board of Directors is in line with the Remuneration Policy adopted by the General Meeting of the Company on 5 August 2020 (hereinafter the "Remuneration Policy"), published on the Company's website http://investor.kofola.cz/en , aiming to support a long-term performance of the Company namely in the following way: The fixed base salary for the members of the Board of Directors is set with regard to the complexity of duties and responsibility they perform in their office and area of competence. The entitlement to the variable component of the remuneration is based on the fulfilment of performance indicators by Kofola Group. The entitlement of the members of the Board of Directors to be granted the variable remuneration component is based on adjusted EBITDA (operating result adjusted for depreciation, amortisation and one-offs), one of the most accepted indicators of operational performance of the Company and the Group in the long term. The basic EBITDA values are set beforehand by the Company's Supervisory Board for the relevant period. If the set benchmark is not attained, the members of the Board of Directors are not entitled to the variable component. For 2025, the target EBITDA value was set at the level of CZK 1,940,000 thousand (Group EBITDA). The target EBITDA is always set at the end of the preceding year and does not reflect the Company's acquisition activities. Acquisition activities successfully completed within the calendar year for which the EBITDA indicator is set may result in a significant exceedance of the set target. The members of the Board of Directors are entitled to get shares of the Company free of charge through participation in the Kofola Group Senior Managers Long-term Remuneration Plan, which motivates them as they participate in the profit of the Group. OTHER BENEFITS AND COMPENSATIONS Members of the Company's Board of Directors were granted other benefits and compensations within the meaning of Article 1 (1.3) of the adopted Remuneration Policy of the Company in the 2025 accounting period, namely: non-monetary benefit in the form of professional liability insurance to cover damage caused within the performance of duties of a Company governing body, computer and mobile equipment and cars for the performance of the duties as members of the Board of Directors; the equipment could also be used for private purposes, other performances that are also generally provided to Company's employees, such as paid leave, remuneration compensation for the first 14 days of incapacity to work (they are included in the fixed remuneration), meal allowances in the form of flat allowance in the amount set by the internal regulations of the Company, travel expenses, product samples, job perquisites, and other benefits similar to those granted to employees set by the internal regulations of the Company, reimbursement of expenses efficiently incurred in the performance of the member's duties, including travel expenses for domestic and international business trips in the amount set by the applicable labour legislation. PAYMENTS UPON THE TERMINATION OF A MEMBER'S OFFICE No severance payment was made in connection with the termination of a member of the Company's Board of Directors. ROYALTY No member of the Board of Directors was paid a royalty in the 2025 accounting period. NUMBER OF COMPANY SHARES AND STOCK OPTIONS GRANTED OR OFFERED IN 2025 Members of the Board of Directors are entitled to get shares of the Company free of charge based on an agreement on participation in the Kofola Group Senior Managers Long-term Remuneration Plan. The possibility to enter the plan will and on 31 December 2025. The objective of the Plan is to motivate and stabilize senior executives by the opportunity for them to participate in the success of Kofola Group. At present, one part of the Plan is in operation: The Share Acquisition Plan consisting of the participant's option to buy Kofola shares on the market and, under the fulfilment of the specified conditions, to receive for free the same number of pair shares of the Company. The maximal number of the eligible Investment shares can not exceed the specified annual limit - the number of shares, which can be purchased on regulated market for 40% of the basic annual gross salary (remuneration) paid to the participant by Kofola Group companies in the calendar year (i. e. from January 1, 2021 to December 31, 2021, from January 1, 2022 to December 31, 2022, from January 1, 2023 to December 31, 2023, from January 1, 2024 to December 31, 2024 and from January 1, 2025 to December 31, 2025). If the number of Investment shares held by a participant on December 31 of a calendar year exceeded the determined limit, the Company´s shares purchased by the participant exceeding the stated limit are not taken into consideration for the Share Acquisition Plan and the participant cannot claim the pair shares for these shares even though he fulfilled other conditions to constitute the claim. However, the shares not eligible as Investment shares in one calendar year can be eligible in one of the following calendar years. A participant can only receive pair shares if they held investment shares throughout the entire relevant period (2 years following the end of the calendar year that served as reference for the yearly limit) and, at the same time, if they were employed with the Company or a member of a Company governing body throughout the entire relevant period. The participant is obliged to hold the pair shares for at least 1 year as of their transfer to the participant. In 2025, paired shares were transferred free of charge only to some members of the Company' Board of Directors. See the attached table Member of the Boards of Directors Total amount of allocated paired shares in pieces Member B 4,469 Member C 5,648 Member E 4,063 Celkem 14,180 The fair value of the paired shares as of the date of grant was CZK 6,362 thousand. The total costs to the Company for the implementation of the aforementioned transfers in 2025 were CZK 6,174 thousand. INFORMATION ON REMUNERATION GRANTED OR DUE IN 2025 BY ENTITIES OF THE KOFOLA GROUP TO THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY Member of the Board of Directors Kofola ČeskoSlovensko a.s. Kofola a.s. (SK) LEROS, s.r.o. Total remuneration paid by Kofola Group Companies CZK´000 CZK´000 CZK´000 CZK´000 Member A 9,229 - - 9,229 Member B 6,963 - - 6,963 Member C - 8,847 - 8,847 Member D 8,072 - - 8,072 Member E 6,290 - - 6,290 Member F - - 4,077 4,077 Total 30,554 8,847 4,077 43,478 INFORMATION ON THE COMPANY'S EXERCISE OF THE RIGHT TO THE VARIABLE REMUNERATION COMPONENT OR ITS PART TO BE RETURNED The Company did not contractually reserve the right to the variable remuneration component or its part to be returned by members of the Board of Directors. INFORMATION ON TOTAL REMUNERATION GRANTED TO THE MEMBERS OF THE COMPANY'S SUPERVISORY BOARD FIXED AND VARIABLE COMPONENT OF THE REMUNERATION The total amount of remuneration received by members of the Company's Supervisory Board in the 2025 accounting period is stated in the table below: Member of the Supervisory Board Total amount of fixed remuneration Total amount of variable remuneration Share of the fixed and variable component Total in 2025 Total in 2024 Total in 2023 Total in 2022 Total in 2021 CZK´000 CZK´000 CZK´000 CZK´000 CZK´000 CZK´000 CZK´000 Fixed component Variable component Member G 602 - 100% -% 602 600 600 600 600 Member H 600 - 100% -% 600 600 600 600 600 Total 1,202 - 100% -% 1,202 1,200 1,200 1,200 1,200 The total amount of remuneration paid to the members of the Company's Supervisory Board is in line with the Remuneration Policy. Under the Articles of Association, the Supervisory Board has a supervisory function: it supervises the activity of the Board of Directors and of the Company. Therefore, the remuneration of the Supervisory Board members is not dependent on the fulfilment of the Company's targets or personal targets as no such targets are set to the Supervisory Board members. Therefore, the members of the Company's Supervisory Board are not granted a variable remuneration component. Other members of the Supervisory Board don´t receive any remuneration for the performance of the function. Remuneration of members of the Supervisory board received for their employment in the Company is stated in the table below. Member of the Supervisory Board Total amount of fixed remuneration Total amount of variable remuneration Share of the fixed and variable component Total in 2025 Total in 2024 Total in 2023 Total in 2022 Total in 2021 CZK´000 CZK´000 CZK´000 CZK´000 CZK´000 CZK´000 CZK´000 Fixed component Variable component Member I - - - - - - - - 1,577 Member J 4,418 4,163 51% 49% 8,581 8,294 5,831 5,039 3,841 Total 4,418 4,163 51% 49% 8,581 8,294 5,831 5,039 5,418 OTHER BENEFITS AND COMPENSATIONS Members of the Company's Supervisory Board were granted other benefits and compensations within the meaning of Article 1 (1.3) of the adopted Remuneration Policy of the Company in the 2025 accounting period, namely: non-monetary benefit in the form of professional liability insurance to cover damage caused within the performance of duties of a member of Company's Supervisory Board or other duties within the Group, computer and mobile equipment and cars for the performance of the duties as members of the Supervisory Board or other duties within the Group; the equipment could also be used for private purposes, other performances that are also generally provided to Company's employees, such as paid leave, remuneration compensation for the first 14 days of incapacity to work (they are included in the fixed remuneration), meal allowances in the form of flat allowance in the amount set by the internal regulations of the Company, travel expenses, product samples, job perquisites, and other benefits similar to those granted to employees set by the internal regulations of the Company. reimbursement of expenses efficiently incurred in the performance of the member's duties, including travel expenses for domestic and international business trips in the amount set by the applicable labour legislation. ROYALTIES No member of the Supervisory Board was paid a royalty in the 2025 accounting period. NUMBER OF COMPANY SHARES AND STOCK OPTIONS GRANTED OR OFFERED IN 2025 No member of the Supervisory Board is entitled to benefits arising from the The Share Acquisition Plan with the same conditions and status as described in section 1.5. There were no pair shares transferred to the members of the Company's Supervisory Board free of charge in 2025. INFORMATION ON REMUNERATION GRANTED OR DUE IN 2025 BY ENTITIES OF THE KOFOLA GROUP TO THE MEMBERS OF THE SUPERVISORY BOARD OF THE COMPANY Member of the Supervisory Board Kofola ČeskoSlovensko a.s. Total remuneration paid by Kofola Group Companies CZK´000 CZK´000 Member G 602 602 Member H 600 600 Member I - - Member J 8,581 8,581 Total 9,783 9,783 INFORMATION ON DEVIATIONS FROM THE REMUNERATION PROCESSES PROVIDED FOR IN THE REMUNERATION POLICY The Company has not diverged from the Remuneration Policy since its adoption by the General Meeting of the Company held on 5 August 2020. INFORMATION ON THE CHANGE IN KEY FINANCIAL AND NON-FINANCIAL INDICATORS OF THE COMPANY'S PERFORMANCE The Company's target key financial performance indicator (Group EBITDA) for 2025 was set at the level of CZK 1,940,000 thousand (2024: CZK 1,420,000). Key non-financial indicators of the Company's performance are not set. INFORMATION ON THE ANNUAL CHANGE OF THE AVERAGE REMUNERATION OF THE COMPANY'S EMPLOYEES Period 2025 2024 2023 2022 2021 Average remuneration of the Company's employees (CZK) 77,829 71,318 59,960 59,769 52,707 In Ostrava, on 15 May 2026 René Musila ViceChairman of the Board of Directors Martin Pisklák Member of the Board of Directors Independent auditor's limited assurance report on Report on Remuneration of Kofola CeskoSlovensko a. s. To the Shareholders of Kofola C eskoslovensko a.s. Scope We have been engaged by Kofola CeskoSlovensko a.s. (the "Company") to perform a 'limited assurance engaqement,' as defined by International Standards on Assurance Engagements, here after referred to as the enqagement, to report on the Company's Report on Remuneration for the yedr ended 31 December 2025 (the "Subject Matter"). Criteria applied by Kofola CeskoSlovensko a. s. In preparing the Subject Matter the Board of Directors of the Company applied the following criteria: Section 121 p(1) of Act No. 256/2004 Coll., on Capital Market Undertakings, as amended, which describes the content of the Report on Remuneration. It is not our task to verify the factual accuracy of the Report on Remuneration and the information contained therein. Responsibility of the Company's Board of Directors for the Subject Matter The Company's Board of Directors is responsible for presenting the Subject Matter in accordance with that Criteria, in all material respects and for other requirements as described in Section 121j to Section 121o of Act No. 256/2004 Coll., on Capital Market Undertakinqs, as amended. This responsibility includes establishing and maintaining internal controls, maintaininq adequate records and making estimates that are relevant to the preparation of the subject matter, such that it is free from material misstatement, whether due to fraud or error. Auditor's responsibilities for Assurance on the Subject Matter Our responsibility is to express a conclusion on the presentation of the Subject Matter based on the evidence we have obtained. We conducted our engagement in accordance with the International Standard for Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ('I SAE 3000 (Revised)'), and the terms of reference for this engagement as agreed with Kofola CeskoSlovensko a.s. on 27 March 2026. Those standards require that we plan and perform our enqaqement to express a conclusion on whether we are aware of any material modifications that need to be made to the Subject Matter in order for it to be in accordance with the Criteria, and to issue a report. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risk of material misstatement, whether due to fraud or error. We believe that the evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion. Our independence and quality management We have maintained our independence and confirm that we have met the requirements of the Code of Et hics for Professional Accountants issued by the International Ethics Standards Board for Accountants, and have the required competencies and experience to conduct this assurance engagement. A member firm of Ernst & Young Global Limited Ernst & Young Audit, s.r.o. with its registered office at Na Florenci 2116/15, 1 10 00 Prague 1 - Nave Mesto, has been incorporated in the Commercial Register administered by the Municipal Court in Prague, Section C, entry no. 88504, under Identification No. 26704153. We also apply International Standard on Ouality Management 1, Oualit y Management for Firms that Perform Audits or Reviews oI Financial Statements, or Other Assurance or Related Services engagements, which requires that we desiqn, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Description oI procedures performed Procedures performed in a limited assurance enqagement vary in nature and timinq from, and are less in extent than for a reasonable assurance enqagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance enqagement been performed. Our procedures were designed to obtain a limited level of assurance on which to base our conclusion and do not provide all the evidence that would be required to provide a reasonable level of assurance. Although we considered the effectiveness of management's internal controls when determininq the nature and extent of our procedures, our assurance engagement was not designed to provide assurance on internal controls. Our procedures did not include testing cont rols or performing procedures relatinq to checking aggregation or calculation of data within IT systems. A limited assurance enqagement consists of making enquiries, primarily of persons responsible for preparinq the Subject Matter and related information, and applyinq analytical and other appropriate procedures. Our procedures included: Obtaining an understanding of the resolution of the Company's general meeting regarding the remuneration policy for members of the board of directors and the supervisory board as well as other persons under Sect ion 12 1m(I) of the Act No. 256/2004 Coll., on Capital Market Undertakings, as amended, as well as any resolutions of the supervisory board and other documents qoverning the remuneration policy that are required to be disclosed in the Report on Remuneration; Obtaininq an understandinq of the procedures adopted by the supervisory board and the board of directors to meet the requirements of the remuneration policy, prepare the Report on Remuneration and evaluate the application of relevant criteria in the Report on Remuneration; Identification of the persons defined in Section 12 1m(1) of the Act No. 256/2004 Coll., on Capital Market Undertakings, as amended whose details are required to be included in the Report on Remuneration; and Assessment of whether the Report on Remuneration includes all information required by Section 121 p(1) of the Act on CMU with respect to all identified persons. We also performed such ot her procedures as we considered necessary in the circumstances. 2 A member firm of Ernst & Young Global Limited Ernst & Young Audit, s.r.o. with its registered office at Na r iorenci 2116/15, 110 00 Prague 1 - Nave Mesto, has been incorporated in the Commercial Register administered by the Municipal Court in Prague, Section C, entry no. 88504, under Identification No. 26704153. Conclusion Based on our procedures and the evidence obtained, we are not aware of any material modifications that need to be made to Report on Remuneration for the year ended 3 1 December 2025, in order for it to be in accordance with the Section 1 2 1 p(1) of Act No. 256/2004 Coll., on Capital Market Undertakings, as amended. Ernst & Young Audit, s.r.o. License No. 401 / Radek Pav, Auditor License No. 2042 15 May 2026 Praque, Czech Republic 3 A member firm of Ernst & Younp Global Limited Ernst & Young Audit, s.r.o. with its registered office at Na Florenci 2116/15, 1t0 00 Prague 1 - Nave Mesto, has been incorporated in the Commercial Register administered by the Municipal Court in Prague, Section C, entry no. 88504, under Identification No. 26704153.

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