23 December Provisions on the new Employee Stock Ownership Plan Legal newsletter

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1 23 December 2015 Provisions on the new Employee Stock Ownership Plan Legal newsletter

2 Provisions on the new Employee Stock Ownership Plan Deloitte Legal Szarvas, Erdős and Partners Law Firm provides its clients with a monthly newsletter on the most recent changes and newly adopted regulations in economic law and the most notable legal cases. The regulations on the amendments of tax laws in 2016 contain several peculiarities including the provisions on the new Employee Stock Ownership Plan (hereinafter: ESOP) extending the range of employee incentives. According to the new rules, the programme may also facilitate the management of securities obtained under employee incentive schemes leading to significant savings both on the employer's and the employee's side. This issue of our Newsletter will introduce the key provisions pertaining to the new ESOP. Aim of ESOP The ESOP may be launched to manage financial assets obtained under an incentive scheme. The general aim of incentive schemes is to provide employees of a company (group) with free or preferential shares issued by the company (group) or with the associated rights. Obtainment of the shares is mostly linked to the future improvement of the company's business performance or its efficient risk management, thus making the employees involved in the scheme interested in effective work performance. The new rules also respond to a practical need, namely that in case of financial institutions, insurance companies or investment firms an ESOP may only be launched to manage financial assets obtained under the remuneration policy. Operating an ESOP The amendment lays down the specific requirements pertaining to the remuneration policy as well as the criteria for the establishment, operation and termination of the relating ESOP. The ESOP is a legal entity, which must be registered by court after the acceptance of its statutes. The ESOP similarly to a business association has its supreme body and senior executive, and the members must be listed. The ESOP is required to hold accounting records in a way that the remuneration scheme serving as a basis for the ESOP may be monitored and controlled, and the necessary data supplied. The ESOP may only include natural persons that are subject to the relating written remuneration policy equally known to all the employees concerned. Participants i.e. the employees and senior executives subject to the remuneration policy hold membership shares in the ESOP, and are entitled to their share from the ESOP organisation's profit accordingly. It is a general rule that the ESOP will convert the securities or rights obtained by the participant under the scheme to cash if the criteria stipulated in its statutes or in the internal policy corresponding to the remuneration policy are met. Advantages of an ESOP A key advantage of the scheme is that it may be linked to the remuneration policy and incentive schemes otherwise applied by the company, thus making participating employees interested in increasing the company's (group's) performance and reaching its future goals.

3 At the same time, compared to the "traditional" stock option schemes this arrangement has more favourable tax implications: the tax burden on the net value obtained under the remuneration policy may be reduced from 93.23% to 17.5% by establishing an ESOP. As opposed to the previous stock option schemes the rules pertaining to an ESOP are less strict, e.g. (i) there is no value limit on the compensation obtained; (ii) there is no mandatory participation (holding) period and (iii) there is no restriction regarding the proportion of executives in the programme and the rate of their benefits. These features will probably encourage more employers to consider introducing the ESOP or modifying the existing incentive schemes. Issues to consider Any company wishing to improve employee incentives should consider incorporating an ESOP into the existing remuneration and incentive policy with its numerous benefits. Perhaps the existing remuneration and incentive policy may be modified in a way that it should meet the criteria of establishing an ESOP. However, it should always be considered whether its benefits offset the costs incurred in relation to the establishment and operation of an ESOP, and the individual companies should launch or modify their employee incentive programmes accordingly.

Tax and Legal 4Me Deloitte Hungarz has launched its first mobile application focusing on tax and legal issues. The app is available on ios and Android devices.

4 Tax and Legal 4Me Deloitte Hungarz has launched its first mobile application focusing on tax and legal issues. The app is available on ios and Android devices. Download and install: AppStore Google Play Download the app to enjoy all of its benefits: Customisable: choose the topics that are relevant for you Timely, instant, quick and up-to-date Interactive: contact our professionals, save the dates of our events in your calendaror share the news with your co-workers by Click here for more information about the app on our website.

Deloitte Legal Deloitte Legal is a unique network of 125 offices in 55 countries with more than 1,100 experienced

In 13 countries across Central Europe, local and international clients are served by a highly qualified team of

experience and expertise in representing their clients internationally and in solving complex issues.

member of the global Deloitte Legal network. To learn more, please visit www.deloittelegalce.com.

Gábor Erdős Partner Associate +36-1-428-6813 gerdos@deloittece.com Dr.

5 Deloitte Legal Deloitte Legal is a unique network of 125 offices in 55 countries with more than 1,100 experienced lawyers providing a wide range of legal services. In 13 countries across Central Europe, local and international clients are served by a highly qualified team of more than 150 lawyers possessing a wealth of industry experience in, amongst others, the FSI sector and the manufacturing industry. The members of this network of law firms work together with Deloitte's other professionals, leveraging their experience and expertise in representing their clients internationally and in solving complex issues. Deloitte Legal Szarvas, Erdős and Partners Law Firm, Deloitte Hungary's correspondent law firm, is the Hungarian member of the global Deloitte Legal network. To learn more, please visit Contact us If you have any questions or comments concerning the above, please contact our experts below: Dr. Gábor Erdős Partner Associate gerdos@deloittece.com Dr. Júlia Szarvas Partner Associate jszarvas@deloittece.com Dr. Péter Göndöcz Partner Associate pgondocz@deloittece.com Dr. Katalin Papp Anna Managing Associate apapp@deloittece.com Dr. Gábor Baranyi Managing Associate abaranyi@deloittece.com Dr. Anita Baracsi Senior Associate abaracsi@deloittece.com

6 These materials and the information contained herein are provided by the Deloitte Hungary and are intended to provide general information on a particular subject or subjects and are not an exhaustive treatment of such subject(s). Accordingly, the information in these materials is not intended to constitute accounting, tax, legal, investment, consulting, or other professional advice or services. The information is not intended to be relied upon as the sole basis for any decision which may affect you or your business. Before making any decision or taking any action that might affect your personal finances or business, you should consult a qualified professional adviser. These materials and the information contained therein are provided as is, and Deloitte Hungary makes no express or implied representations or warranties regarding these materials or the information contained therein. Without limiting the foregoing, Deloitte Hungary does not warrant that the materials or information contained therein will be error-free or will meet any particular criteria of performance or quality. Deloitte Hungary expressly disclaims all implied warranties, including, without limitation, warranties of merchantability, title, fitness for a particular purpose, non-infringement, compatibility, security, and accuracy. Your use of these materials and information contained therein is at your own risk, and you assume full responsibility and risk of loss resulting from the use thereof. Deloitte Hungary will not be liable for any special, indirect, incidental, consequential, or punitive damages or any other damages whatsoever, whether in an action of contract, statute, tort (including, without limitation, negligence), or otherwise, relating to the use of these materials or the information contained therein. If any of the foregoing is not fully enforceable for any reason, the remainder shall nonetheless continue to apply. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee and its network of member firms, each of which is a legally separate and independent entity. Please see for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms. Deloitte provides audit, tax, consulting, financial advisory and legal services (legal services to clients are provided by cooperating law firm Deloitte Legal Szarvas, Erdős and Partners Law Firm) to public and private clients spanning multiple industries. With a globally connected network of member firms in more than 150 countries, Deloitte brings world-class capabilities and high-quality service to clients, delivering the insights they need to address their most complex business challenges. Deloitte's approximately 200,000 professionals are committed to becoming the standard of excellence Deloitte Hungary.

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