EU-SOLAR PLC.
REMUNERATION REPORT
31 MAY 2024
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The sole shareholder of EU-SOLARTrading and Services Public Company Limited by Shares (registered seat: 7630 Pécs, Koksz street 127.; registration authority: Pécs County Court as Court of Registration; registration number: 02-10-060424; hereinafter: Company) has approved the remuneration report concerning business year 2023 of the Company as follows.
1. Remuneration policy of the Company
The general meeting of the Company had adopted on 31 May 2022, and amended on 30 May 2023 the remuneration policy of the Company (hereinafter: Remuneration Policy), with regard to provisions of chapter IV. of Act no. LXVII. of 2019. on encouraging long-term shareholder engagement and amendments of further regulations for harmonization purposes (hereinafter: Act).
In every year, the Company shall prepare a remuneration report along with its annual report. According to subsection (1) of section 19. of the Act, remuneration report should be clear and understandable and should provide a comprehensive overview of the total remuneration awarded to, or payable, with regard to results of the Company, to individual directors, in any form that is in line with remuneration policy, including to newly recruited directors in the said business year.
The main purpose of this remuneration report is to present the level of compliance of the remuneration practice applied by the Company with provisions of the Remuneration Policy.
2. Directors of the Company
The managerial body of the Company is the board of directors, consisted of 3 (three) persons in business year 2023.
Composition of the board of directors has not changed in business year 2023:
Name | Position | Starting date of mandate | End date of mandate |
András Balázs Petre | chairman of the board of | 22 April 2022 | indefinite |
directors | |||
Hortenzia Petréné Kárpáti | member of the board of directors | 22 April 2022 | indefinite |
Dr. András Petre | member of the board of directors | 23 August 2022 | indefinite |
The supervisory body of the Company is the supervisory board, consisted of 3 (three) persons. Composition of the supervisory board has not changed in business year 2023:
Name | Position | Starting date of mandate | End date of mandate |
Tamás Rózsás | chairman of the supervisory | 22 April 2022 | indefinite |
board | |||
Tünde Ibolya Gadóné Szőke | member of the supervisory board | 22 April 2022 | indefinite |
Tamás József Véghely | member of the supervisory board | 22 April 2022 | indefinite |
During business year 2023, duties of the chief executive officer - upon resolution no. 2/2022.09.30. of the board of directors on division of tasks among members of the board of directors - were performed by András Balázs Petre as chairman of the board of directors. The deputy chief executive officer of the Company was Antal Botond Rencz from 2 October 2023 until the end of the said period. The chief operating officer of the Company was Gábor Tárai from 10 January 2023 until the end of the said period. The chief economic officer of the Company was László Joó from 9 January 2023 to 8 April 2023
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3. Remuneration of directors of the Company in business year 2023
Gross | Gross | ||||
Position in any | remuneration | Total amount of | |||
Position in the | remuneration | ||||
Name | subsidiary of the | received from | gross | ||
Company | received from | ||||
Company | any subsidiary of | remuneration | |||
the Company | |||||
the Company | |||||
András Balázs | managing director | ||||
Petre | of EU-Solar | ||||
chairman of the | System Romania | ||||
HUF 36,000,000 | S.R.L.; | HUF 0 | HUF 36,000,000 | ||
board of directors | |||||
managing director | |||||
of Cro Energija | |||||
D.O.O. | |||||
Hortenzia | member of the | HUF 14,400,000 | - | HUF 0 | HUF 14,400,000 |
Petréné Kárpáti | board of directors | ||||
Dr. András | member of the | HUF 540,000 | - | HUF 0 | HUF 540,000 |
Petre | board of directors | ||||
Tamás Rózsás | chairman of the | HUF 500,000 | - | HUF 0 | HUF 500,000 |
supervisory board | |||||
Tünde Ibolya | member of the | HUF 300,000 | - | HUF 0 | HUF 300,000 |
Gadóné Szőke | supervisory board | ||||
Tamás József | member of the | HUF 300,000 | - | HUF 0 | HUF 300,000 |
Véghely | supervisory board | ||||
Antal Botond | deputy chief | HUF 15,000,000 | - | HUF 0 | HUF 15,000,000 |
Rencz | executive officer | ||||
Gábor Tárai | chief operating | HUF 46,859,237 | - | HUF 0 | HUF 46,859,237 |
officer | |||||
László Joó | chief economic | HUF 7,814,233 | - | HUF 0 | HUF 7,814,233 |
officer | |||||
The directors of the Company were entitled only for fixed remuneration, variable remuneration was not applied (therefore, the relative proportion of fixed and variable components of the remuneration was 100% - 0% concerning every director).
The directors of the Company were not granted share options.
4. Changes of remuneration practice applied by the Company
Remuneration practice of the Company concerning its directors has changed during the validity period of the Remuneration Policy as follows:
Total amount of gross | Total amount of gross | ||||
Name | Position in the Company | remuneration in | remuneration in | ||
business year 2022 | business year 2023 | ||||
András Balázs Petre | chairman of the board of | HUF 25,737,543 | HUF 36,000,000 | ||
directors | |||||
Hortenzia Petréné Kárpáti | member of the board of | HUF 12,552,081 | HUF 14,400,000 | ||
directors | |||||
Tamás Várkonyi | member of the board of | HUF 16,648,658 | HUF 0 | ||
directors | |||||
Dr. András Petre | member of the board of | HUF 371,842 | HUF 540,000 | ||
directors | |||||
Tamás Rózsás | chairman of the supervisory | HUF 0 | HUF 500,000 | ||
board | |||||
Tünde Ibolya Gadóné Szőke | member of the supervisory | HUF 0 | HUF 300,000 | ||
board | |||||
Tamás József Véghely | member of the supervisory | HUF 0 | HUF 300,000 | ||
board | |||||
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Antal Botond Rencz | deputy chief executive | HUF 0 | HUF 15,000,000 |
officer | |||
Gábor Tárai | chief operating officer | HUF 0 | HUF 46,859,237 |
László Joó | chief economic officer | HUF 0 | HUF 7,814,233 |
Total amount of remuneration paid to directors of the Company has changed during the said period as follows:
- the total amount of remuneration paid to directors in business year 2022 was HUF 55,310,124;
-
the total amount of remuneration paid to directors in business year 2023 was HUF
121,713,470, that means 120,06% increase compared to the previous business year;
In the aforesaid period, key performance indicators of the Company has changed as follows:
Key performance indicator | 2022 | Rate of change | 2023 |
net sales revenue | HUF 13,624,717,000 | +7,38% | HUF 14,630,171,000 |
operating result | HUF 1,564,667,000 | -9,30% | HUF 1,419,089,000 |
profit after tax | HUF 2,794,042,000 | -83,65% | HUF 456,897,000 |
balance sheet total | HUF 20,768,761,000 | -35,93% | HUF 13,307,142,000 |
In the aforesaid period, average remuneration (on a full-time equivalent basis) of employees of the Company other than directors has changed as follows:
2022 | Rate of change | 2023 | |
amount of average annual salary | HUF 4,158,843 | +7,36% | HUF 4,465,076 |
5. Taking into account previous advisory vote of the general meeting
On 30 May 2023 the sole shareholder of the Company made resolution no. 13/2023. (V. 30.), approving previous remuneration report of Company.
The board of directors has taken into account the resolution of the sole shareholder acted on advisory voting capacity of the general meeting concerning the previous remuneration report, by preparing this remuneration report on the basis of the same principles and methodology applied before.
6. Compliance with Remuneration Policy of the Company
Remuneration of the directors of the Company in business year 2023 has fully complied with provisions of the Remuneration Policy of the Company in force.
Pécs, 31 May 2024
______________________________
EU-SOLAR Plc.
represented by
András Balázs Petre
chairman of the board of directors
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