AKKO Invest : Corporate Governance Report of 2022

Corporate Governance Report

2022

AKKO Invest Plc.

Prepared on the basis of the Recommendations of the Budapest Stock Exchange Ltd., which entered into force on 1 January 2021.

4 April 2023

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Contents
Information regarding the Corporate Governance Report	3
Brief overview of the operation of the Governing Board, presentation of the sharing of
responsibilities and tasks between the Governing Board and the management	3
Presentation of the members of the Governing Board and of the organisation of the
committees	4
Governing Board	4
Audit Committee	9
Other committees	11
Presentation of the number of meetings of the Governing Board and of the Committees held in
the period considered	11
Presentation of the work of the Governing Board, the Audit Committee, the management, as
well as the aspects considered during the assessment of each member Reference to the
fact that the assessment made during the period considered has led to a change	11
Presentation of the functioning of the Audit Committee	11
Presentation of the internal control system, assessment of the activity in the period considered.
Description of the efficiency and effectiveness of risk management procedures	12
Information regarding the auditor's activities not related to audit	12
Overview of the Company's disclosure policy and policy on trading by insiders	12
Overview of the manner in which shareholders' rights are exercised	13
Brief overview of the rules relating to the conduct of the General Meeting	14

Corporate Governance Report on compliance with the Corporate Governance Recommendations ... 19

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Information regarding the Corporate Governance

Report

Issuers are required to make two types of statements on their corporate governance practices. In their mandatory Corporate Governance Report to be presented to the Annual General Meeting, companies must report on their corporate governance practices of the given business year accurately, comprehensively and in an easily understandable manner. When doing so, they must address their corporate governance policy and present any special circumstances, including the following aspects:

Brief overview of the operation of the Governing Board, presentation of the sharing of responsibilities and tasks between the Governing Board and the management

Pursuant to the mandate given by Act V of 2013 on the Civil Code and the provisions of the Articles of Association, instead of a Governing Board and a Supervisory Board, a Governing Board is in place, which is implementing a single governance system, whereby the Governing Board performs the statutory tasks of the Governing Board and of the Supervisory Board.

Members of the Governing Board may be re-elected and recalled.

The Governing Board elects its chairman and vice-chairman from among its members. The Governing Board decides its rules of procedure and adopts them with the vote "in favour" of more than half of the members of the Governing Board.

The Governing Board, as the executive body of the Company, represents the Company vis-à-vis third parties, before the courts and other public authorities (corporate representation).

The Governing Board is competent to take any decision or measure which, pursuant to any of the provisions of Act V of 2013 on the Civil Code and the Articles of Association, does not fall under the exclusive competence of the General Meeting or under the competence of any other body or person.

The Governing Board establishes and manages the work organisation of the Company, determines the financial management of the Company and ensures its sound financial management. The exercise of employer's rights vis-à-vis the employees of the Company is the responsibility of the Governing Board. Pursuant to the mandate given by the Articles of Association, employer's rights are exercised by executive officers, more specifically by the chairman of the Governing Board. The Governing Board exercises employer's rights vis-à-vis the chairman of the Governing Board.

Members of the Governing Board attend the General Meeting of the public limited company in an advisory capacity.

The submission of the public limited company's financial statements specified in the Accounting Act and of the proposal regarding the use of the profit after tax is the responsibility of the Governing Board.

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The Governing Board draws up a report to the General Meeting at least once a year on the executive management, the assets and the business policy of the Company.

The Governing Board ensures the regular management of the business books and share register of the public limited company.

The establishment of the Company, the amendment of the Articles of Association, the rights, facts and details registered in the company register and any amendment thereof must be notified to the Company Court by the executive officers.

For the purpose of taking the necessary measures, the Governing Board is required to convene the General Meeting within eight days if it becomes aware of the fact that (a) the equity of the public limited company has decreased to two-thirds of the share capital as a result of the loss, or (b) its equity has decreased below the amount set as the minimum share capital of the public limited company in Act V of 2013 on the Civil Code, or (c) the public limited company is at risk of becoming insolvent or it has ceased its payments and its assets do not cover its debts.

The Governing Board is responsible for making statutory notifications and reporting to public authorities and for complying with the information obligation to public authorities.

The Governing Board is entitled to adopt an accounting statement in relation to the acquisition of treasury shares, the payment of interim dividends and the discretionary increase of the share capital by charging the assets in excess of the share capital.

The Governing Board may acquire the treasury shares of the Company without the prior authorisation of the General Meeting if the shares are acquired in order to avoid a serious damage representing a direct threat to the Company or in the context of court proceedings conducted to settle a claim to which the Company is entitled.

Presentation of the members of the Governing Board and of the

organisation of the committees

Governing Board

• Name: Zoltán Prutkay
• Mother's name at birth: Judit Herczeg
• Place and date of birth: Tata, 19 October 1983
• Address: 1101 Budapest, Albertirsai út 6. B. ép. fszt. 3.
• Starting date of election mandate: 23 January 2019

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• Name: Imre Attila Horváth
• Mother's name at birth: Brigitta Szécsényi
• Place and date of birth: Szarvas, 29 October 1972
• Address: 5540 Szarvas, Jókai Mór utca 41.
• Starting date of election mandate: 20 February 2020
• Name: Gábor Varga
• Mother's name at birth: Ilona Juhász
• Place and date of birth: Miskolc, 14 February 1970
• Address: 2096 Üröm, Kárókatona u. 68.
• Starting date of election mandate: 20 February 2020
• Name: Gábor Székely
• Mother's name at birth: Katalin Szalai
• Place and date of birth: Nagykőrös, 09 June 1970
• Address: 2750 Nagykőrös, Filó Lajos utca 20.
• Starting date of election mandate: 03 September 2020
• Name: István Matskási
• Mother's name at birth: Emőke Eszter Balogh
• Place and date of birth: Budapest, 15.10.1970
• Address: 1039 Budapest, Királyok útja 297. E. épület 3/534.
• Starting date of election mandate: 01 February 2021
• Name: Péter Márk Bosánszky
• Mother's name at birth: Éva Bánhidi
• Place and date of birth: Budapest, 25.08.1980
• Address: 1101 Budapest, Pongrácz köz 3. fszt. 1.
• Starting date of election mandate: 03 March 2021

The Governing Board decides its rules of procedure and adopts them with the vote "in favour" of more than half of the members of the Governing Board.

With the exception provided for in Act V of 2013 on the Civil Code, the majority of the members of the Governing Board must be independent persons, but the Articles of Association may provide for a higher proportion. Any member of the Governing Board is considered independent if he/she has no other legal relationship with the public limited company than his/her membership in the Governing Board.

A member of the Governing Board is not considered independent, in particular if: (a) he/she is an employee or a former employee of the public limited company, for a period of five years from the date of termination

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