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AutoWallis Plc — Remuneration Information 2026
Apr 13, 2026
2010_rns_2026-04-13_769df1ad-625c-4c22-85ed-ef5a47a5e087.pdf
Remuneration Information
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Remuneration Report for the year 2025 of AutoWallis Nyrt.
based on Act LXVII of 2019 on the promotion of long-term shareholder participation and the amendment of certain laws for the purpose of legal harmonization (Hrsztv.)
Based on Act LXVII of 2019 the Company first adopted a Remuneration Policy in 2020 and then applied it for the first time in the following business year, 2021¹. Based on the annual reporting obligation, AutoWallis Nyilvánosan Működő Részvénytársaság (hereinafter: “AutoWallis Nyrt.” or “the Company”) makes the following Remuneration Report for the year 2025.
1. Director (Hrsztv. 2. § 2.)
In accordance with the definition of the law, a director is a member of the Company's Board of Directors and Supervisory Board, or its CEO also as a member of the Board of Directors.
In the previous business year, the Company was managed by a 7-member Board of. Furthermore a 4-member Supervisory Board operated. The members of the Supervisory Board also formed the 3-member Audit Committee.
2. Remuneration report
The Company prepares an annual Remuneration Report on all remuneration established for Directors in the most recent business year.
3. Compliance with Remuneration Policy
The purpose of the Remuneration Policy is to define principles of the remuneration policy and remuneration practice aligned with the Company's business strategy, long-term interests, and sustainability in accordance with the relevant legal requirements.
Accordingly, the remuneration of AutoWallis Plc. for the year 2025 complies with the accepted remuneration policy with the following criteria:
- the remuneration of the Directors is aligned with the policy adopted by the Company, which serves long-term sustainability, risk management, and the interests of the shareholders.
- operates fixed and variable as well as short- and long-term incentives,
- contributes to the Company's business strategy, long-term interests and sustainability, ensuring the transparency and accountability of corporate governance,
- the remuneration is proportional to the tasks performed, the degree of responsibility, the Company's own assets, the net sales revenue, the number of employees, the ability to generate income and the weight and significance of the Company in the national economy.
¹ Section 29 (3) of Hrsztv.: The remuneration policy prescribed in Subtitle 7 of this Act shall be adopted for the first time in the financial year commencing after the entry into force of this Act, and shall be applied for the first time in the following financial year.
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The established performance criteria encourage Directors to consider long-term interests of investors, Wallis Asset Management and other owners and employees in their decisions. The performance-based remuneration for the Directors is in line with the strategic goals and values of the Company. In accordance with the role of the Directors within the Company, the bonus requirements contain weighted targets for group, business unit, member company (pre-tax profit, revenue indicators) and individual goals. The objectives are aligned with the risk characteristics of each business unit in accordance with the priorities of the business plan. Based on the indicator and deadline assigned to the target tasks, and the real performance can be clearly evaluated. Deferred access share option also encourages management to achieve long-term performance.
4. Annual change in remuneration over the last five business years
This provision of the Act shall apply in the first five business years of the application of the Remuneration Policy to remuneration in accordance with the Remuneration Policy adopted pursuant to the Hrsztv., i.e. it shall apply retroactively until 2021.
Over the past five years, the Company has achieved continuous growth through organic business and organizational development, as well as significant acquisition activity. The remuneration of Directors who do not qualify as independent takes into account the human-resource risks associated with this trend-like growth (talent acquisition and retention, integration of employees of acquired companies, and the extension of the corporate culture).
The Company's remuneration for the above period has been in line with current and previous regulations by that the remuneration being commensurate with performance and serving the achievement of the Company's long-term goals, providing a sufficient counterbalance to short-term interests. The average remuneration of the Company's non-director employees was in line with the remuneration of the Directors.
In Q1-Q4 2025 f the HUF 6.4 billion (+33%) increase in personnel-related expenses, HUF 3.8 billion (20%) is attributable to the impact of acquisitions, while the remaining portion is explained by the headcount expansion required for business development (the dealerships in Debrecen and Győr), wage increases implemented in response to labour-market developments, as well as organizational developments related to group management and integration functions. The Group's average headcount increased by 10% to 1,457 employees compared to the same period in 2024, considering fully consolidated companies. At the same time, in order to improve the profitability of the wholesale business unit, the Company has also decided on efficiency-enhancing and cost-reducing measures, the positive effects of which will be reflected primarily from 2026 onwards.
The Company's expanding regional role driven by intensive acquisition activity, together with the increasing synergy potential, requires enhanced group-level harmonization efforts, which further accentuate the importance of people-management elements within remuneration. To this end, the Company reviews — and, where appropriate, incorporates into its systems — regional labour-market benchmark insights and best practices.
While preserving the real value of wages as much as possible the Group continues to view the development of key competencies as a strategic investment and makes special efforts to ensure the
number of employees and expertise that support growth. We plan and implement initiatives to increase employee engagement, and we measure and monitor their results.
The remuneration of the Companies in the previous five business years followed the opportunities arising from the group's performance growth and labour market trends, that continues to make AutoWallis an attractive employer. Personnel expenses increased by 33% in Q1-Q4 2025, by 31% in 2024, by 36% in 2023, by 56% in 2022, and by 144% in 2021 compared to the base period.
5. Share options
Since August 2019 Company has had an MRP Organization in accordance with Act XLIV of 1992 on Employee Co-Ownership Program. The MRP Organization was initiated by the main owner of the Company, so it does not incur any expenses or obligations for the Company (as well as the other owners) other than the operation of MRP Organization. The share package necessary for the launch of the MRP Organization was provided by the main owner free of charge. Participants of MRP Organization are Directors according to the Remuneration Policy, and MRP covers employees and senior executives employed by the Company or any other company under the direct or indirect majority control of the Company in an employment relationship or other legal relationship aimed at work as defined in the Articles of Association of the MRP Organization and the MRP Remuneration Policy and defined in the decision to initiate the program.
Participants in the MRP Organization gain a membership share in the MRP Organization for free. If one or more conditions specified for the relevant MRP Program under the MRP Remuneration Policy are met together, the participant will have the right to receive or acquire the number and composition of shares issued by the Company and the resulting dividend (dividend) specified under the MRP Remuneration Policy. The date on which the claim arose is the date on which one or more of the conditions specified in the MRP Remuneration Policy for the relevant MRP Program are met together, but not earlier than 24 months from the commencement of the MRP Program. Participants in the program will receive an effective share if the performance targets set in the program are met. On the same day, the MRP Organization will involve the participant's share by reducing the founding assets by the amount corresponding to the nominal value of the involved share at the same time.
| Alternative Conditions of Program No. 2023/2 | |
|---|---|
| Condition1 | The number of lease objects financed by Nelson Flottakezelő Kft. must exceed 2,276 units in the year 2025. |
| Condition2 | The pre-tax profit of Nelson Flottakezelő Kft. must exceed HUF 370 million in the year 2025. |
| In 2025, the fleet comprised 2,870 vehicles, and the pre-tax profit of Nelson Flottakezelő Kft. amounted to HUF 128,016 thousand. |
The Group's forth Employee Share Ownership Program was successfully completed in 2025. As part of this, the Group's key employees received a total of 4,174,896 shares.
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6. Reclaiming
The Remuneration Policy of the Company stipulates that based on the fulfilled criteria a legally paid reward or bonus cannot be reclaimed. Reclaiming is appropriate in the event of a violation of law, especially if:
- payment was made based on a material error in the Company's accounts and reports, or
- the Director presented the goal or result set as a condition for the payment as achieved in a deceptive or misleading manner, or when judging it, the person entitled to the decision was in error for some other reason,
- the Director has received the payment as a result of a breach committed either by him/her or a third party.
The Company may enforce a claim against the Director within the limitation period under employment law. No grounds for reclaim have occurred.
7. Deviation from Remuneration Policy
There were no deviations from the Remuneration Policy during the current year's remuneration.
8. Consideration of the vote of the General Meeting on the previous year's Remuneration Report
The Company's Annual General Meeting held on 25 April 2025 approved as an expression of opinion the Remuneration Report for the business year of 2024 developed and presented by the Board of Directors considering Act LXVII of 2019 and Company's effective Remuneration Policy.
9. Auditing
The Company's permanent auditor checked whether the Remuneration Report contains the information specified in the relevant law.
10. Payment under the Remuneration Policy
The Company may pay remuneration to the Directors only based on the remuneration policy submitted for a vote to express an opinion at the General Meeting.
11. Publication of the Remuneration Report
The Company will make this Remuneration Report publicly available on its website, free of charge, for a period of ten years following the voting of the General Meeting.
The table below provides information on the remuneration of each Director for 2025.
| Remuneration amount in 2025 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Director's name | AutoWallis position | Other positions | Fixed remuneration | Variable remuneration | Relative ratio of fixed and variable remuneration | ||||||||||||
| AW based on employment and/or engagement | Received from group Companies | Other | AW Reward, bonus | AW Share option | Received from group Companies | Other | |||||||||||
| Type | Amount (in thousand HUF) | Type | Amount (in thousand HUF) | Type | Amount (in thousand HUF) | Type | Amount (in thousand HUF) | Type | Number of items | Type | Amount (in thousand HUF) | Type | Amount (in thousand HUF) | ||||
| Zsolt MÜLLNER | Chairman of the Board | Wallis Asset Management Board Member | Wage | 55,332 | - | - | Chairman's fee | 3,830 | - | - | - | - | - | - | - | - | 100%-0% |
| Gábor ORMOSY | Member of the Board | CEO of AutoWallis Plc. | Wage | 55,332 | - | - | Board Member Fee | 3,059 | Bonus | 45,377 | MRP | 1,157,630 | - | - | - | - | 20%-50% |
| Bence BUDAY | Member of the Board | Deputy CEO of Wallis Asset Management Ltd. | Wage | 2,640 | - | - | Board Member Fee | 3,059 | - | - | MRP | 500,000 | - | - | - | - | 7%-93% |
| Ferenc KARVALIT S | Member of the Board | Deputy Chief Strategy Officer, Wallis Asset Management | - | - | - | - | Board Member Fee | 3,059 | - | - | - | - | - | - | - | - | 100%-0% |
| Gyula MEZŐ | Member of the Board | CEO of Wallis Asset Management | - | - | - | - | Board Member Fee | 3,059 | - | - | - | - | - | - | - | - | 100%-0% |
| Ferenc VACZLAVI K | Member of the Board | AutoWallis Plc. Financial Director | Wage | 45,150 | - | - | Board Member Fee | 3,059 | Bonus | 27,139 | MRP | 218,252 | - | - | - | - | 44%-56% |
| Tibor VERES | Member of the Board | Founder of Wallis Group, Chairman of Wallis Asset Management Ltd. | - | - | - | - | Board Member Fee | 3,059 | - | - | - | - | - | - | - | - | 100%-0% |
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| Remuneration amount in 2025 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Director's name | AutoWallis position | Other positions | Fixed remuneration | Variable remuneration | Relative ratio of fixed and variable remuneration | ||||||||||||
| AW based on employment and/or engagement | Received from group Companies | Other | AW Reward, bonus | AW Share option | Received from group Companies | Other | |||||||||||
| Type | Amount (in thousand HUF) | Type | Amount (in thousand HUF) | Type | Amount (in thousand HUF) | Type | Amount (in thousand HUF) | Type | Number of items | Type | Amount (in thousand HUF) | Type | Amount (in thousand HUF) | ||||
| WING Group and Graboplast Board Member | |||||||||||||||||
| Attila CHIKÁN Jr. | Chairman of the Supervisory Board and Audit Committee | Chairman and CEO of ALTEO Plc. | - | - | - | - | Chairman's fee | 3,830 | - | - | - | - | - | - | - | - | 100%-0% |
| Géza DEME | Member of the Supervisory Board and AC | Széchenyi Funds Ltd. Chairman and CEO | - | - | - | - | Board Member Fee | 3,059 | - | - | - | - | - | - | - | - | 100%-0% |
| György ECSERI | Member of the Supervisory Board and AC | Wallis Group Project Director | - | - | - | - | Board Member Fee | 3,059 | - | - | - | - | - | - | - | - | 100%-0% |
| László Péter LAKATOS | Member of the Supervisory Board and AC | Head of the Institute of Accounting and Law, Corvinus University of BP | - | - | - | - | Board Member Fee | 3,059 | - | - | - | - | - | - | - | - | 100%-0% |
Budapest, April 2, 2026