REMUNERATION REPORT

For the Year 2022

MED LIFE S.A

Contents

I.

INTRODUCTION ............................................................................................................................. 2

II.

DEFINITIONS................................................................................................................... 3

III.

THE BOARD OF DIRECTORS. THE REMUNERATION OF THE MEMBERS.............. 3

IV.

REMUNERATION OF THE MEMBERS OF THE EXECUTIVE COMMITTEE............ 4

A.

Fixed basis remuneration (salary) ........................................................................................ 4

B.

Extra-salary benefits .............................................................................................................. 4

V.

CONFORMITY WITH THE REMUNERARATION POLICY ......................................... 7

VI.

CLOSING .......................................................................................................................... 7

I. INTRODUCTION

In order to align to the dispositions of Law no. 158/2020 related to the provisions of Law no. 158/2020 on the amendment, completion and repealing of certain legislative acts, as well as for establishing certain measures for the application of the Regulation (EU) 2017/2.402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012, of Law no. 24/2017 on issuers of financial instruments and capital market operations ("Law 24/2017") and of the Corporate Governance Code of the Bucharest Stock Exchange, the company Med Life S.A. (hereinafter referred to as "MedLife" or the "Company") approved and published the remuneration policy of its' members of the board and its' directors (hereinafter the "Remuneration Policy") in April 2021. The Remuneration Policy can be consulted at the following link:https://www.medlifeinternational.com/public_files/documente_bursa/rv_clean_remuneration_policy_ogms_28.04.2021.pdf.

The purpose of the Remuneration Policy consisted of establishing a set of clear and transparent rules, which the Company shall abide by, regarding the means to remunerate the members of the Board of Directors of the Company and of the members of the Executive Committee.

Based on the afore mentioned legal dispositions, the Company has concluded the present Remuneration Report, for the 2022 financial year (hereinafter the "Remuneration Report") that contains detailed information related to the total remuneration (including all benefits, regardless of its form) that was received by each member of the Board of Directors (hereinafter the "Board of Directors") and each member of the Executive Committee (hereinafter the "Executive Committee") during the 2022 financial year of owned to them.

The main objective of the Remuneration Policy is to attract, retain and motivate qualified members of the Board of Directors and of the executive management, in order to insure a harmonious and successful development.

The remuneration of the members of the Board of Directors and of the Executive Committee has been designed in order to sustain the strategic objectives of the Company and to promote the creation of added value in the benefit of the Company's shareholders.

All sums included in the present Remuneration Report are presented as total salary cost for the Company.1

1 Total salary cost represents the net salary value to which the total amount of all taxes and duties paid by the employee and the Company is added, including Social Security taxes (CAS), Social Insurances (CASS), Income Tax, work insurance contribution.

II. DEFINITIONS

Within the meaning of this Remuneration Policy, the terms and expressions below shall have the following meaning:

  • - Articles of Association - The articles of association of MedLife;

  • - Director - member in the Board of Directors of MedLife;

  • - Executive director - individual that holds, at the same time, the position of director and that of Manager of the Company;

  • - Non-executive director - individual that holds the position of director and does not hold, at the same time, the position of manager of the Company;

  • - Board / BoD - the Board of Directors of MedLife;

  • - The Executive Committee / EC - the corporate structure that comprises the Managers;

  • - Manager - individual to whom was delegated the management of the Company, by the Board of Directors and who has concluded with the Company a mandate agreement. The term "manager" also includes and refers to the term of General Manager;

  • - MedLife or the Company - the Company Med Life SA.

  • - Remuneration Policy - MedLife's remuneration policy, approved by the Company's Ordinary General Assembly of the Shareholders by Decision no. 1 dated 28 April 2021.

III.

THE BOARD OF DIRECTORS. THE REMUNERATION OF THE MEMBERS

The Ordinary General Shareholders' Meeting of MedLife approves the hereinafter the remuneration of the members of the Board of Directors. During the year 2022 there have been no amendments to the composition of Medlife's Board of Directors.

According to the Remuneration Policy, the remuneration of the members of the Board of Directors is composed of a fixed monthly indemnification, in amount of Euro 5,000 net/month and in amount of Euro 7,000 net/month for the Chairman of the Board of Directors.

Besides the fixed component, the following benefits are granted to the members of the Board of Directors:

- training courses/coverage of study expenses, rent, accommodation and medical subscription.

During 2022 the members of the Board of Directors have not expense-accounted these benefits. During the financial year 2022, the following remunerations and benefits have been paid to the members of the Board of Directors, according to the dispositions of the Remuneration Policy:

Mihail Marcu - Executive director - Chairman of the Board of Directors

Jan-Dec 2022

-

Nicolae Marcu- Executive director - Member of the Board of Directors

Jan-Dec 2022

517,392

-

517,392

Dorin Preda- Executive director - Member of the Board of Directors

Jan-Dec 2022

517,392

-

517,392

Ana Maria Mihăescu - Non-executive director- Member of the Board of Directors

Jan-Dec 2022

517,392

-

517,392

Dimitrie Pelinescu-Onciul - Non-executive director - Member of the Board of

Jan-Dec 2022

-

Directors

Voicu Cheţa - Non- executive director - Member of the Board of

Jan-Dec 2022

517,392

-

517,392

Directors

Ovidiu Fer- Non- executive director - Member of the Board of

Jan-Dec 2022

-

Directors

IV.

REMUNERATION OF THE MEMBERS OF THE EXECUTIVE COMMITTEE

The remuneration of the Managers of the Company is established by the Company's Board of Directors, according to the dispositions of the Remuneration Policy.

The Managers' remuneration system includes a fixed component, the amount of which varies depending on each Manager in part. There is no variable component in the Remuneration Policy.

At the same time, the Managers also have a series of non-financial benefits, presented below.

A. Fixed basis remuneration (salary)

The level of fixed basis remuneration is determined taking into account the relevant professional experience and organizational experience for each management position within the Executive Committee.

For each position within the Executive Committee, clear roles and responsibilities are defined, as well as a set of necessary competencies and abilities.

B. Extra-salary benefits

Executive Managers with a mandate agreement have the following benefits:

- training courses/coverage of study expenses, rent and accommodation, gym membership, and also medical subscription.

During the 2022 financial year, the following remuneration and benefits were paid to members of the Executive Committee (the first three listed in the table below also being members of the Board of Directors):

Mihail Marcu - EC Member, BoD Member

Jan-Dec 2022

Nicolae Marcu - EC Member, BoD Member

Jan-Dec 2022

Dorin Preda - EC Member, BoD Member

Jan-Dec 2022

961,796 962,828 965,038

227,979

- -1,189,775 962,828 965,038

Vera Firu - EC Member Mirela Dogaru - EC Member Mariana Brateş - EC Member Radu Petrescu - EC Member Larisa Chiriac - EC Member

Jan-Dec 2022

Jan-Dec 2022

1,282,953

Jan-Dec 2022

426,563

Jan-Dec 2022

515,498

Jan-Dec 2022

408,115

27,071 38,063 - 34,183 -

537,929

1,321,016

426,563

549,681

408,115

Marius Petrilă - EC Member

Jan-Dec 2022

524,640

26,434

551,074

Alina-Oana Irinoiu - EC Member *

Oct-Dec 2022

233,580

-

233,580

*Mandate agreement starting with 20.09.2022

Adrian-Paul Lungu - EC Member *

Jan - Sept 2022

23,480

807,953

*Mandate agreement ended 30.09.2022

The share of the average remuneration (calculated based on the full norm equivalent) of the

Company's employees that do not hold a management position, related to the average remuneration of the directors and executive managers of the company - 5 past financial years'

evolution:

The share of the average remuneration of the Company's employees that do not

Year

hold a management position, related to the average remuneration of the directors and executive managers of

the company

2018

12%

2019

11%

2020

13%

2021

12%

2022

12%

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Disclaimer

Med Life SA published this content on 27 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2023 22:28:10 UTC.