Rába Jármûipari : Remuneration Report of RÁBA Automotive Holding Plc. for the 2023 business year

Remuneration Report of RÁBA Automotive Holding Plc. for the 2023 business year

RÁBA Automotive Holding Plc. ("RÁBA Plc." or "Compa ny", registered seat: 9027 Győr, Martin u. 1.,

registration No.: 08-10-001532) had the present Remuneration report drafted in accordance with the provisions of the Remuneration Code and Policy, adopted through the resolution of the general meeting of shareholders of the Company No. 6/2021.09.30. and of the provisions of act LXVII of 2019 on Encouraging long-term shareholder engagement and amendments of further regulations for harmonization purposes (the "Law").

The purpose of the Remuneration Report is to provide a comprehensive overview of all of the remuneration established and paid in 2023 for the executives and officials (members of the Board of Directors, members of the Supervisory Board, CEO, deputy CEO) as defined in the Law and established in the 2023 business year or due on the basis of the results of that year, in accordance with the Remuneration Code and Policy in any form.

The Company prepared its Remuneration Report for the year 2021 for the first time pursuant to the Law, consequently this report does not contain any data and comparison pertaining to the previous four years.

Remuneration of Company officials

Members of the Board of Directors of the Company received only and exclusively the monthly remuneration of the fixed amount determined by the resolution of the general meeting of shareholders no. 1/2021.09.30. Members of the Board of Directors received cost reimbursement for travel, accommo- dation, communications or meal costs incurred in connection with their position on the board or in the interest of the Company only and exclusively in accordance with the provisions of the Remuneration Code and Policy.

Members of the Supervisory Board of the Company received the monthly remuneration of the fixed amount determined by the resolution of the general meeting of shareholders no. 1/2021.09.30., approved by the resolution of the general meeting of Shareholders. Members of the Supervisory Board received no separate remuneration for their membership in the Audit Committee. Members of the Supervisory Board received no cost reimbursement for travel, accommodation, communications or meal costs incurred in connection with their position on the board or in the interest of the Company.

In 2023, the Company paid the remuneration as detailed in Annex 1 of the Report to Company officials.

Remuneration of executives employed by the Company, pursuant to paragraph 208 (1) of the Labour Code

Executives of the Company as per paragraph 208 (1) of the Labour Code, received no share options or other share-based remuneration.

Performance requirements and bonus targets for 2023 were set for executives of the Company as per paragraph 208 (1) of the Labour Code in accordance with the Remuneration Code and Policy. The actual amount of the bonuses was determined subject to the performance indicators.

Executives were paid cost reimbursement and other benefits in accordance with the provisions of the Remuneration Code and Policy and the provisions of the individual employment contracts.

For termination of employment of an indefinite term, in relation to the notice period and severance pay of executives, the Company acted in accordance with the provisions of act I. of 2012 on the Labour Code, other relevant regulations and of the Company's Remuneration Code and Policy.

In 2023, the Company paid the remuneration as detailed in Annex 1 of the Report to Company executives.

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Changes in the performance of the Company and in the remuneration of non-executive employees

The following chart shows the development of the performance of the Company and of the average remuneration of non-executive employees since the first time the Remuneration report was prepared in 2021 (in full-time equivalent).

				EBITDA as			Changes in EBITDA			Average head-		Changes in average an-
								count of non-ex-		nual per capita income
	Business			per IFRS			as per IFRS com-
							ecutive employ-		compared to the previous
	year			(million			pared to the previous
							ees		business year for non-ex-
				HUF)			business year
								(persons)		ecutive employees
2021		871		-		31.6		-
2022		836		96.0%		34.4		98.7%
2023		959		114.9%		63.9		92.1%

Implementation of the Remuneration Code and Policy occurred fully in line with its provisions.

The remuneration in 2023 of Company executives and officials was paid in line with the provisions of the adopted Remuneration Code and Policy and its amount and extent, according to the Board of Directors, served the long-term interests and performance of the Company, provided an incentive for efficient operation and contributed to the successful implementation of the Company's business policy, economic and strategic objectives for 2023.

Annexes:

Remuneration of executives and officials (2021-2023)

Győr, March 26, 2024

Béla Hetzmann, Chairman

On behalf of the Board of Directors of Rába Plc

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Annex 1

Remuneration of Company officials and Executives (2021-2022)

							Term			Gross salery (HUF)			Remuneration (HUF)			Voluntary pension fund						Bonus (HUF)
													contribution (HUF)
	Name			Position						end /
					beggining					2021			2022			2023			2021			2022			2023			2021			2022			2023			2021			2022			2023
									termination
			Chairman of the Board of Directors		04.12.2020		19.05.2026			-			-			-			6 854 667		10 800 000		10 800 000			-		-			-			-		-		-
Hetzmann, Béla
CEO, Rába Plc.		08.05.2021			indefinite		38 809 523			64 619 999			64 619 999			-		-		-			400 000		4 800 000			4 800 000			0		7 714 286		12 000 000

Lang-Péli, Éva

Member of the Board of Directors	2020.12.04.	19.05.2026	-	-	-	5 261 667	8 400 000	8 400 000	-	-	-	-	-	-
Deputy CEO, Rába Plc.	15.11.2021	indefinite	3 863 6 36	34 770 000	46 305 001	-	-	-	-	1 540 000	3 456 000	0	750 000	6 600 000
Member of the Supervisory Board,	15.11.2021	28.12.2028	-	-	-	76 667	600 000	600 000	-	-	-	-	-	-
Rába Automotive Components Ltd.
Member of the Supervisory Board,	01.03.2022	13.06.2024	-	-	-	-	400 000	480 000	-	-	-	-	-	-
Rába Vehicle Ltd.
Member of the Supervisory Board, Rekard LLC.	01.07.2022	30.06.2027	-	-	-	-	300 000	600 000	-	-	-	-	-	-

dr. Csüllög, Nóra	Member of the Board of Directors	04.12.2020	19.05.2026	-	-	-	2 905 000*	0*	0*	-	-	-	-	-	-
Jakab, László	Member of the Board of Directors	30.09.2021	21.04.2023	-	-	-	2 123 333	8 400 000	2 590 000	-	-	-	-	-	-
Majoros, Csaba	Member of the Board of Directors	04.12.2020	19.05.2026	-	-	-	5 261 667	8 400 000	8 400 000	-	-	-	-	-	--
Mráz, Dániel Emanuel	Member of the Board of Directo rs	04.12.2020	19.05.2026	-	-	-	5 261 667	8 400 000	8 400 000	-	-	-	-	-	-
Simon, Attila János	Member of the Board of Director s	22.04.2023	19.05.2026	-	-	-	-	-	5 810 000	-	-	-	-	-	-
Dr. Szász, Károly	Member of the Board of Directors	30.09.2021	19.05.2026	-	-	-	2 123 333	8 400 000	8 400 000	-	-	-	-	-	-
Prof. Dr. Palkovics, László	Chairman of the Supervi sory Board	25.01.2024	30.04.2027	-	-	-	-	-	7 858 064	-	-	-	-	-	-
Lepsényi, István	Chairman of the Supervisory Board	04.12.2020	24.01.2023	-	-	-	5 261 667	8 400 000	541 936	-	-	-	-	-	-
Dr. Harmath, Zsolt	Member of the Supervisory Board	17.04.2016	30.04.2027	-	-	-	3 982 500	6 000 000	6 000 000	-	-	-	-	-	-
dr. Szabó, Sándor József	Member of the Supervisory Board	04.12.2020	30.04.2027	-	-	-	3 982 500	6 000 000	6 000 000	-	-	-	-	-	-
	CFO, Rába Plc.	18.06.2021	14.11.2021	12 159 090	-	-	-	-	-	-	-	-	0	2 409 091	-
	Finance director, Rába Axle Ltd.	18.06.2021	14.11.2021
Váradi, Zoltán
Member of the Supervisory Board,	18.06.2021	14.11.2021	-	-	-	196 000	-	-	-	-	-	-	-	-
	Rába Automotive Components Ltd.

* As from 09.09.2021 have given up their remuneration due for position held at Rába Plc