Casa de Bucovina Club de Munte S A : Remuneration report for 2023 - EN

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UâvÉä|Çt

c l u b d e m u n t e

Piata Republicii nr. 18

Gura Humorului 725300

Județul Suceava

Tel: + 4 0230 207000

Fax + 4 230 207001

E-mail: [e-mail]

www.bestwesternbucovina.ro

REMUNERATION REPORT

OF THE MANAGERS OF

CASA DE BUCOVINA - CLUB DE MUNTE S.A.

FOR THE FINANCIAL YEAR 2023

1. Introductory aspects

In accordance with the Company's remuneration policy approved by the decision no. 7 of the Ordinary General Meeting of the Company's shareholders dated 29.04.2021 ("Remuneration Policy"), the Board of Administrators of the Company prepared this Report which refers to the remuneration granted to the Company's managers during the financial year ended 31.12.2023 ("Remuneration Report").

On the OGSM on 24.04.2023 shareholders approved the Remuneration Report of the Company's managers for the financial year 2022.

The Remuneration Report is subject to the consultative vote of the Ordinary General Shareholders Meeting convened for 26/27.04.2024 and will be published on the Company's website at www.bestwesternbucovina.ro, remaining available to the public for a period of 10 years from publication, in accordance with the Remuneration Policy and the applicable legal provisions.

The Remuneration Report provides an overview of the remuneration, including all benefits, regardless of form, granted or due during the last financial year, to managers, individually, including newly appointed and former managers, in accordance with the Remuneration Policy.

2. The Company's managers in the financial year 2023

During 2023, the Company was governed by a Board of Administrators consisting of five members, elected by the Ordinary General Meeting of Shareholders as follows:

	Date of		Position			Term of office (2023)
	appointment
Dan Florin MARINESCU	01.05.2021		BoA President	01.01.2023-31.12.2023
Ion Romica TAMAS	28.04.2020		BoA Vice-president	01.01.2023-31.12.2023
Cristina Gabriela GAGEA	28.04.2020		BoA member	01.01.2023-31.12.2023
Dana ABABEI	28.04.2020		BoA member	01.01.2023-31.12.2023
Dumitru Florin CHIRIBUCA	28.04.2020		BoA member	01.01.2023-31.12.2023
Ion Romica TAMAS	01.02.2014		General Manager	01.01.2023-15.01.2023
Doina PROSCIUC	12.01.2023		General Manager	16.01.2023-31.08.2023
Ion Romica TAMAS	30.08.2023		General Manager	01.09.2023-31.12.2023

The management of the Company is delegated to the General Manager (details in the previous table).

3. The remuneration structure of the Company's managers in 2023

In 2023, the members of the Board of Administrators benefited from a net monthly remuneration, according to point 4 of the Remuneration Policy, in the net amount of 1.000 lei.

The members of the Board of Administrators did not benefit from variable components of remuneration, from differences in remuneration from one administrator to another in relation to the position within the management body, nor additional remunerations.

Capital social: 16.231.941,2 lei, Cod unic de inregistrare : RO 10376500, Nr.inregistrare la ORC : J33/718/1998

Cont bancar : RO79RZBR0000060002432216 Raiffeisen Bank

In 2023, the General Manager of the Company was compensated with a fixed monthly remuneration in accordance with the Revenue and Expenditure Budget for 2023 approved by decision no. 4 of the OGSM dated 24.04.2023. The General Manager of the company did not benefit from variable remuneration or bonuses.

The Company's managers are not party to any share scheme or stock option granted or offered by the Company and have not benefited from special pension rights and / or other benefits in the case of early retirement.

No performance criteria have been established for the Company's managers.

The total remunerations of the Company's managers granted in 2023 complied with the Remuneration Policy.

								Fixed		Variable
								average net
									remuneration						Total net
								monthly				Other
									(bonus) (lei)					remuneration
			Position			period		remuneration		benefits
							and its					received in
								(lei) and its				obtained
									relative					2023 (lei)
								relative		proportion
								proportion
	Dan Florin		BoA President	01.01.2023-		1,000	0		0		12,000
	MARINESCU		31.12.2023		100%
	Ion Romica		BoA Vice-	01.01.2023-		1,000	0		0		12,000
	TAMAS		president	31.12.2023		100%
	Cristina				01.01.2023-		1,000
	Gabriela		BoA member	31.12.2023		100%	0		0		12,000
	GAGEA
	Dana ABABEI		BoA member	01.01.2023-		1,000	0		0		12,000
		31.12.2023		100%
	Dumitru Florin		BoA member	01.01.2023-		1,000	0		0		12,000
	CHIRIBUCA		31.12.2023		100%
					01.01.2023-		9,295
	Ion Romica		General	15.01.2023
			and		0		10,603*		52,429
	TAMAS		Manager		100%
		01.09.2023-
					31.12.2023
	Doina		General	16.01.2023-		7,550	0		0		56,625
	PROSCIUC		Manager	31.08.2023		100%

* Amount paid as unused leave, at the end of the mandate in January 2023

In 2023, the Company's managers received remuneration from other entities in Romania that belong to the same group and that are controlled by the Company or are affiliated to the Company as follows:

	BoA Member		Net remuneration		Paying entity
		(lei)
	Dan Florin MARINESCU	151,578	BUCUR S.A.
	Dan Florin MARINESCU	24,000	GERMINA AGRIBUSINESS S.A.
	Dan Florin MARINESCU	900		FONDUL ROMAN DE GARANTARE A CREDITELOR
		PENTRU INTREPRINZATORII PRIVATI - IFN S.A.
	Cristina Gabriela GAGEA	4,025	MUNTENIA MEDICAL COMPETENCES S.A.

4. Comparative information regarding the annual change of the remuneration, the performance and the average remuneration within the Company

			Position	Period			2023			2022			2021			2020			2019
	Annual change in the net remuneration of managers
	Dan Florin		BoA President	01.01.2023-		0%		54%			n/a	0		0
	MARINESCU		31.12.2023
	Ion Romica		BoA Vice-	01.01.2023-		0%		0%		20%		66%		0%
	TAMAS		president	31.12.2023
	Cristina			01.01.2023-
	Gabriela		BoA member		0%		0%		50%
		31.12.2023
	GAGEA
	Dana ABABEI		BoA member	01.01.2023-		0%		0%		50%
		31.12.2023
	Dumitru Florin		BoA member	01.01.2023-		0%		0%		20%		66%		0%
	CHIRIBUCA		31.12.2023
				01.01.2023-
	Ion Romica		General	15.01.2023/		-48%		-0.2%		-16%		3%		19%
	TAMAS		Manager	01.09.2023-
				31.12.2023
	Doina		General	16.01.2023-			n/a		n/a		n/a		n/a		n/a
	PROSCIUC		Manager	31.08.2023
	Company performance indicators
	Revenue from touristic activities			9,338,895		8,236,852		6,010,935		3,618,006		9,962,804
	Operating result					(665,196)		(99,170)		40,232		(1,466,680)		1,164,090
	Net result					(787,404)		37,924		622,876		(1,971,774)		2,847,039

Annual change in the average net remuneration based on the full-time equivalent of the Company's employees who are not managers

Company's employees

14%

19%

4%

6%

3%

Dan Florin Marinescu

President of the Board of Administrators