4iG : CG Declaration

Corporate Governance Report and Declaration

of

4iG Plc.

for the 2023 business year

Based on the Corporate Governance Recommendations

published by Budapest Stock Exchange Ltd.

effected from 1th January 2021

Compiled:

The Board of Directors of 4iG Plc.

Approved by:

The General Meeting of 4iG Plc.

Dated as of 29 April 2024 in Budapest

C or p or a te G ov e r n a n ce R e p o r t

The Corporate Governance Report and Declaration of 4iG Nyilvánosan Működő Részvénytársaság (4iG Plc.) (registered seat: 1013 Budapest, Krisztina körút 39.; company registration number: 01-10-044993; hereinafter referred to as: the Company) was prepared in line with the Corporate Governance Recommendations adopted and published by Budapest Stock Exchange Zrt. (hereinafter referred to as: BSE) upon 8 December 2020, effective as of 1 January 2021.1

The present Corporate Governance Report and Declaration of 4iG Plc. was approved by the resolution of the Board of Directors on 05 April 2024 and by the resolution of the Supervisory Board on 05 April 2024 and recommended that the General Meeting of the Company discuss and approve the hereof.

The Company published the Corporate Governance Report and Declaration as a submission to the General Meeting on the website of BSE and the Hungarian National Bank, as well as on its own website.

1Accessible at:https://bse.hu/Issuers/corporate-governance-recommendations/Corporate-Governance-Recommendations

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1. A brief presentation of the operation of the Board of Directors, and the distribution of responsibilities and tasks between the Board of Directors and the management.

The managing body of the Company is the Board of Directors. The members of the Board of Directors are executive officers of the Company and when acting in this capacity, no executive officer may be instructed by either the shareholders or the employees of the Company. The Board of Directors, as the management body of the Company, represents the Company against third parties before courts and other authorities.

According to the Articles of Association of the Company, the Board of Directors shall consist of three to seven (3-7) members. The members of the Board of Directors are elected by the General Meeting for an indefinite term. In the financial year 2023, the Company was managed by a Board of Directors consisting of six (6) members.

The Board of Directors shall elect its Chairman from among its members (hereinafter: Chairman), and may establish and operate committees to increase its operational efficiency.

During the performance of its tasks and duties, the Board of Directors shall act as a body. The distribution of powers and responsibilities between the Board's members shall be established in the Rules of Procedure of the Board of Directors, adopted and approved by itself.

The division of powers and responsibilities between the General Meeting and the Board of

Directors is set out in the Company's Articles of Association. In accordance with the provisions of the Articles of Association and the decisions of the General Meeting, the Board of Directors leads, directs, and operates the Company within the scope of authority specified for the Board of Directors.

The Board of Directors exercises its powers at Board meetings. The Chairman of the Board of Directors or any of its Members may convene a meeting of the Board of Directors at any time, stating the reason.

The Board of Directors meets at least four (4) times a year on the basis of its annual work plan. The annual work plan shall be adopted by the Board of Directors at the last Board of Directors meeting preceding the year in question. The work plan shall include the dates of the meetings and the items on the agenda.

The invitation to meeting of the Board of directors and the submissions shall be sent in writing (by post or e-mail) to the Members one (1) working day before the meeting. If the submission contains confidential information, it may only be sent by password-protected means.

Regardless of the manner, time or existence of the call for the meeting, the Board of Directors may meet and take decisions at any time, provided that all Members of the Board of Directors are present and unanimously agree to the items on the agenda. The invitation shall hereby

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state the time and date, and place of the meeting, and shall be accompanied by the agenda and submissions.

An item not included in the agenda announced in advance or subsequently supplemented may be put on the agenda at the meeting of the Board of Directors if at least two thirds of the members of the Board of Directors are present and the majority of the members of the Board of Directors present do not object to the discussion of the new agenda item.

Regarding the discussion of an unscheduled agenda item initiated by one Member of the Board of Directors, the Board of Directors shall be entitled to discuss such item and to make a resolution in relation with the hereof if the majority of the members give their consent to schedule the agenda item and to make a resolution on the subject in question.

The Members of the Board of Directors may also request the inclusion of additional items on the agenda, and a written proposal to this effect may be made no later than on the day prior to the date of the meeting of the Board of Directors.

The venue of the meeting of the Board of Directors, unless otherwise decided unanimously, is the registered office of the Company.

The meeting of the Board of Directors shall be chaired by the Chairperson of the Board of Directors, or in his/her absence by the Vice-Chairperson or a Member of the Board of Directors elected by the Board Members to act as Chairperson.

The Members of the Board of Directors may invite to the meeting of the Board of Directors in particular the Chairperson of the Supervisory Board, the Chairperson of the Audit Committee, the Chief Executive Officer, the business manager(s), who shall have the right to participate in the meeting. The Chairperson of the Board of Directors decides on the invitation of additional persons and experts to Board of Directors meetings.

A meeting of the Board of Directors has a quorum if more than half of the Members of the Board of Directors are present. A meeting of the Board of Directors has a quorum regardless of the method of convening if all Members of the Board of Directors have appeared. Decisions of the Board of Directors are made by a simple majority of the Members of the Board of Directors present.

The Board of Directors usually makes a decision on the basis of a written submission. The submission shall contain all relevant information for the consideration of the matter.

The resolution of the Board of Directors - unless otherwise specified in the resolution - shall be construed effective from the day of the adopting meeting.

Written minutes shall be kept of the meetings of the Board of Directors. The minutes of the meeting shall be sent to all Members of the Board of Directors together with the invitation to the next meeting at the latest. At the request of any Member of the Board of Directors, his or her comments shall be recorded in the minutes verbatim. The minutes shall be signed by the

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recorder of minutes and authenticated by the presiding chairman and a Member of the Board of Directors.

The meetings of the Board of Directors may also be held by telecommunication device. Participation by telecommunication device (telephone or videoconferencing) is considered as personal participation. If a member is prevented from appearing in person at the meeting of the Board of Directors, the member who is prevented from appearing may vote in writing for the written submission in advance at the latest by the beginning of the Board meeting. He / She may exercise this right separately for each item on the agenda and his / her vote shall be taken into account - regardless of his / her absence -, if the meeting has quorum and the motion for a resolution is voted on unchanged in the written submission.

The Board of Directors is entitled to adopt a valid resolution by written vote without holding a meeting - by postmail, electronic devices of communication, in particular by fax or e-mail. The Chairman, Vice-Chairman or any Member of the Board of Directors shall have the right to initiate a decision of the Board of Directors without a meeting. In such a case, the initiator of the written vote shall send out a clear invitation to the motion and shall state the deadline by which the Members of the Board of Directors must clearly communicate their vote in writing (by letter, fax or e-mail). If a Member deems it necessary to discuss a particular matter in detail, he/she may request a meeting of the Board of Directors, in which case the Chairperson of the Board of Directors shall convene the meeting.

The matters falling within the competence of the Board of Directors are defined by the Articles of Association, and considering the provisions therein, the Board of Directors' Rules of Procedure, as well as the Company's Organizational and Operational Rules.

The Company's work organisation and operational activities are managed by the Chief Executive Officer, who is elected and appointed by the Board of Directors. Therefore the CEO has the authority to decide upon any matters that do not come under the authority of the General Meeting or Board of Directors in accordance with these Articles of Association. This division of tasks does not affect the statutory liability of the Board of Directors, or of the individual members of the Board of Directors. Therefore tasks are shared between the Board of Directors and the CEO in such a way that daily work of the Company is governed and overseen by the Chairman & CEO within the constraints of the law and the Company Articles of Association, and in accordance with the decisions of the General Meeting and Board of Directors.

Between January 1, 2023 and December 31, 2023, Péter Krisztián Fekete held the position of Chief Executive Officer of the Company.

2. An introduction of the Board of Directors, Supervisory Board and management members (for board members, also indicating each member's status of independence), a presentation of the boards structures.

2.1. The organisation and composition of the Board of Directors during the 2023 business year

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In the financial year 2023, i.e. from 1 January 2023 to 31 December 2023, the Company was managed by a Board of Directors consisting of six (6) members, as follows:

• Gellért Zoltán Jászai (chairman; term of appointment: indefinite)

After graduating from the College of Public Administration, he acquired a broad range of experience in property development and investment. As the founder and majority owner of the SCD Group, he directed a leading property development, tourism and venture capital investment company of the CEE region for almost a decade. In 2011, he started to work as a consultant in the international capital market. In 2015, he became Chairman of the Board of Directors as well as minority owner of Konzum Plc. and also Managing Director of Konzum Management Ltd. After the restructuring and repositioning of the company, he directed the merger of Konzum Plc. and OPUS GLOBAL Plc. As of August 2018, he has been the President- CEO of 4iG Plc. Today his investment activity focuses solely on IT and the ICT market: after selling his previous interests, he became the main shareholder of the company in July 2020.

• Aladin Ádám Linczényi (vice-chairman; term of appointment: indefinite)

After graduating from the College of Modern Business Studies and Corvinus University of Budapest, he started his career at the General Value Turnover Bank (ÁÉB). In 2004, he joined the team of Raiffeisen Bank Ltd., where he worked as a branch director, then, from 2011, as a regional director. From 2012, he directed the property investment and property sales activity of KONZUM Management Ltd. In 2015, he became the Managing Director of KPRIA Hungary Ltd., in 2016, a member of the Board of Directors of KONZUM Plc., in 2017, a member of the Board of Directors and also the CEO of Konzum Investment Fund Management Plc. Since 2022, he has been the vice-chairman of 4iG Plc. and a member of the Board of Directors.

• Béla Zsolt Tóth (term of appointment: indefinite)

As an IT engineer, he has more than 25 years of professional and project experience in the IT market. He started his career within the group in 1995 at HUMANsoft Ltd. He directed the professional businesses for more than a decade as a technical director, then from 2006 to 2010 he filled the role of managing director at the company. To date, he is a member of the Board of Directors of the 4iG Group and works with the Chairman as his consultant.

• Péter Krisztián Fekete (term of appointment: indefinite)

He graduated from Corvinus University in 2005. Additionally, he studied at HEC in Paris and also attended the MBA program at the University of North Carolina. He started his professional career in London, at CIBC World Markets, a Canadian investment bank. Afterwards, he worked for several renowned international investment banks such as UBS Investment Bank, Jefferies International and Houlihan Lockey, where he acquired significant experience in acquisition and corporate finance. He joined Konzum Plc. as Deputy CEO in

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September 2017. He has been working for 4iG Plc. since July 2019, initially as presidential consultant, and the, since summer 2022, as CEO and a member of the Board of Directors.

• László Blénessy (term of appointment: indefinite)

He graduated as a technical IT specialist from the University of Pécs. In 1997, he joined Daten-Kontor Ltd., a forerunner of today's T-Systems Hungary, where he filled several leading roles before becoming the company's managing director and co-owner. In 2011, Daten-Kontor became a subsidiary of the Magyar Telekom Group, where he kept his role as Managing Director. In the following years he directed the corporate application development business of IQSYS Ltd. as well as Daten-Kontor jointly. From 2018, he worked with the CEO of INNObyte Ltd. as his consultant. In 2020, he acquired a majority share in the company, and he was responsible for the management of commercial and production processes as well as for strategy, innovation and business development. In 2020, the majority block of shares was acquired by 4iG, following which he was elected as a member of the Board of Directors of the capital market company. In recent years, László Blénessy has played an active role in the operational management of the corporate group. Following the acquisition of Vodafone Hungary, he served as the interim CEO of the company. From April 2022, he also undertook the role of CEO at Antenna Hungária for nearly a year. Until March 2024, he held the position of Deputy CEO responsible for technology within the 4iG Group.

• Pedro Vargas Santos David (term of appointment: indefinite)

Pedro Vargas Santos David received his degree in Economics from Universidade Nova de Lisboa in 2006, but also holds a master's degree in business administration from the university of INSEAD. Furthermore, he also studied at Harvard University receiving two degrees in different fields and is currently a PhD candidate in Political Science at the University of Católica Portuguesa. He started his career at McKinsey & Company as a management consultant in 2006 and has held numerous responsibilities throughout the years in many various market leading companies in Portugal, such as Jeronimo Martins Group and PB Colombia, in which he assumed the position of CEO. Currently he is the CEO and Managing Partner of Alpac Capital as of 2013. He is also an Adjunct Professor of Nova School of Business and Economics.

2.2. The organisation and composition of the Supervisory Board during the 2023 business year

A Supervisory Board consisting of four (4) members shall be set up in the Company. The members of the Company's Supervisory Board shall be appointed by the general meeting for either a specified or an unspecified term. Each shareholder owing at least 25 % (twenty-five percent) of the votes shall have the right to nominate one (1) member to the Supervisory Board who shall be appointed by the general meeting. The appointment of the Supervisory Board's member shall take effect when accepted by the person appointed.

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All members of the Supervisory Board are considered independent base on Section 3:287 of Civil Code.

The rules under Subsection 4 to 6 of Sections 3:22 of the Act on Civil Code and Subsection 2 of Section 3:26 of the Hungarian Civil Code, on grounds for exclusion, shall apply to the members of the Supervisory Board accordingly. Conflicts of interest are otherwise covered by Articles 15.18-15.21 of the Articles of Association.

In view of the fact that the Company is a listed joint stock company, its operation is governed by the provisions of the Act of CXX of 2001 on Capital Market (hereinafter referred to as Capital Market Act); the members of the Supervisory Board shall carry out their activities in compliance with the provisions of the Capital Market Act, - in particular to fulfil any potential reporting obligation of the members of the Supervisory Board as insiders to the Hungarian National Bank under the provisions of the Capital Market Act and of the Regulation (Eu) No 596/2014 of the European Parliament And of the Council (16 April 2014) on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

The composition of the Supervisory Board between 1 January 2023 and 28 April 2023

• Tamás László Fellegi (chairman; term of appointment: indefinite);
• Ildikó Tóthné dr. Rózsa (term of appointment: indefinite);
• Dénes Jobbágy (term of appointment: indefinite);
• Helmut Paul Merch (term of appointment: indefinite).

The composition of the Supervisory Board between 28 April 2023 and 31 December 2023

• Tamás László Fellegi (chairman; term of appointment: indefinite);
• Ildikó Tóthné dr. Rózsa (term of appointment: indefinite);
• Dagmar Steinert (term of appointment: indefinite);
• Gergely Böszörményi-Nagy (term of appointment: indefinite).

2.3. The organisation and composition of the Audit Committee during the 2023 business year

The Audit Committee is elected by the General Meeting from among the independent members of the Supervisory Board, and as such the rules applicable to the members of the Supervisory Board shall apply to the members of the Audit Committee with regard to their membership of the Supervisory Board.

The composition of the Audit Committee between 1 January 2023 and 28 April 2023

• Tamás Fellegi László (chairman; term of appointment: indefinite);
• Ildikó Tóthné dr. Rózsa (term of appointment: indefinite);

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• Dénes Jobbágy (term of appointment: indefinite);

The composition of the Audit Committee between 28 April 2023 and 31 December 2023

• Tamás László Fellegi (chairman; term of appointment: indefinite);
• Ildikó Tóthné dr. Rózsa (term of appointment: indefinite);
• Gergely Böszörményi-Nagy (term of appointment: indefinite).

2.4. The composition of the Management during the 2023 business year

• Péter Krisztián Fekete - Group Chief Executive Officer (See section 2.1 for a presentation)
  The Group Chief Executive Officer (hereinafter referred to as: GCEO) is responsible for the governance of the work organisation and operational activities of the Company. The Group Chief Executive Officer is authorised to take decisions on all matters relating to the day-to- day operations which do not fall within the exclusive authority of the General Meeting or the Board of Directors, or which are not referred to the authority of another body or person by these ROO.
• László Blénessy - General Deputy GCEO for Business until 12. September 2023, then General Deputy GCEO for Technology and network (See section 2.1 for a presentation)
  The General Deputy GCEO for Business is the number one manager responsible for the coordination of business areas and business development. His or her powers include the professional governance of the IT and Telecommunication Business Unit through the Division Heads and the governance of the International Telecommunication Division. Ensuring the preparation of strategic plans at Group and divisional level, being responsible for the implementation of the corporate strategy by translating these to the business and for the development of specific strategic proposals concerning the development of the
  Company's services and products.
  The General Deputy GCEO for Technology and network manages the business and internal IT activities of 4iG Group on a professional basis, including the development, harmonisation and operation of the network infrastructure, the broadcasting activities and the development of the space and defence business, and is responsible for the development and implementation of the strategy in these areas.
• Gábor Tomcsányi - General Deputy GCEO for Operation
  In 1997, after graduating from the Budapest University of Economics and Business Administration and the French ESSCA, he started his career as Head of Department at CIB Bank's Project and Structured Finance Department. In 2001, he became Director of Financing and later CEO of SCD Group, which has become one of the leading real estate development, tourism, and venture capital investment companies in Central and Eastern Europe. He then worked as a capital markets consultant and helped to realise a few real

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estate investments and developments in Hungary as co-owner of Hillside International. Since 2018, he has been CEO of Appeninn Plc, the largest real estate investment and asset management listed company on BSE. At the same time, he was the CEO of 4iG Plc. At the same time, he was appointed Chairman of the Supervisory Board of 4iG Group and was appointed CEO advisor to the company. Since 1 September 2022, he has overseen the operational and support areas of the 4iG Group as Deputy Chief Operating Officer of the Group. At Group level, he leads corporate governance, communications, HR, safety, quality management, investment, and property management, legal and procurement.

The General Deputy Group CEO for Operation is the number one manager of functional support units at Group level. His or her responsibilities include the governance and coordination of functional areas at Group level through Group-level departments.

• Csaba Ferenc Thurzó - General Deputy GCEO for Finance
  He holds a BSc degree in Business and Economics from the Budapest Business School and a complementary degree in legal studies from the Eötvös Loránd University. He started his professional career as a portfolio manager at Forrás Vagyonkezelési és Befektetési Inc., then he was the Chief Investment and Shareholder and Press Relations Officer between 2003 and 2004. In 2005, he joined Magyar Posta Ltd., where he became Chief Controlling Officer in 2011 and then he was Deputy CEO for Finance between 2017 and 2018. In September 2018, he became Deputy CEO for Finance and Operations at 4iG Plc. He has more than 18 years of leadership experience. In 2016, the Budapest Business School recognised his professional achievements with a silver ring. At the 2020 Budapest Economic Forum, he was recognised as one of the best financial managers in Hungary and received the CFO Master 2020 award.
  The General Deputy GCEO for Finance is the number one manager of the 4iG Group's financial management, financial operations and activities. His or her powers include defining and monitoring compliance with the economic policies, Group-level economic and financial regulations and principles applicable to the 4iG Group and its prioritised Member Companies. Furthermore, as the number one finance manager of the 4iG Group, he or she ensures the enforcement of Group-level economic interests through professional instructions, regulations, policies and other powers. As regards Group-level organisational units, he or she is also responsible for preliminary commenting, countersigning and ex-post control of all decisions and proposals affecting the 4iG Group's financial management and financial position, and which are assigned to him or her by internal regulatory instruments.
  Information on the composition and operation of the other committees of the company is provided in section 5. of the report.

3. Specifying the number of meetings which the Board of Directors, Supervisory Board and committees held in the given period, completed with attendance rates.

3.1. Meetings of the Board of Directors held during the period under review

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