ALTEO Energy Services Public : Nyrt.’s Remuneration Report for the 2023 fiscal year

ALTEO Nyrt.'s Remuneration Report for the fiscal year 2023

Remuneration Report

in accordance with the Remuneration Policy

establishedfor the Directors ofALTEO Nyrt. and consolidated on April 21,

2023

1

ALTEO Nyrt.'s Remuneration Report for the fiscal year 2023

1 The purpose of the Remuneration Report

ALTEO Energiaszolgáltató Nyilvánosan Működő Részvénytársaság (hereinafter: "ALTEO" or "Company") has established a remuneration policy applicable to its Directors, the current version of which was amended in a consolidated form on April 21, 2023 (hereinafter: "Remuneration Policy"). The purpose of the Remuneration Policy is to ensure compliance with Act LXVII of 2019 on the Encouragement of Long-Term Shareholder Engagement and the Amendment of Certain Acts with a View to Legal Harmonization (hereinafter: "Act"), and is available at the following link: https://bet.hu/site/newkib/hu/2023.04./Tajekoztatas_az_ALTEO_Nyrt._igazgatoi_tekinteteben_megallapitott_2023._aprilis_21._napjatol_hatalyos_Javadalmazasi_Politikajarol_-_2023.04.21.__128876434

The purpose of the Remuneration Report is to provide an overview (along the principles detailed in the Remuneration Policy) of the remuneration, including all benefits in whatever form, granted to directors as per Section 2(2) of the Act (hereinafter: "Directors") in accordance with the Remuneration Policy during, or based on the results of, the previous fiscal year, as well as the elements prescribed as mandatory in Sections 19(2) and (3) of the Act, while respecting the applicable data protection rules. The Remuneration Report helps to understand the remuneration structure, the significance of the components and its relationship with business performance. Increasing transparency helps ensure fairness and equal opportunities.

However, words which are used in this Remuneration Report with capital initials, but are not defined herein have the meaning assigned to them in the Remuneration Policy.

2 Remuneration philosophy

As a forward-thinking and forward-looking company, ALTEO provides its partners sustainable business edge by providing the best energy solutions available today. The formulation and implementation of our corporate strategy is inconceivable without effectively functioning committees and Directors who are committed to the long term. To this end, ALTEO designed a competitive remuneration structure to support, recognize and motivate Directors in achieving the objectives of the Company. The remuneration structure contributes to the implementation of the business strategy through its short and long-term incentive schemes. The size and composition of the various remuneration elements was decided in view of labor market benchmarks relevant in ALTEO's market environment.

3 Description of circumstances affecting remuneration

In 2023, the key events in the Company's business environment impacting the Directors' remuneration and the most significant changes in the composition of the Directors, the Remuneration Policy or the application thereof are summarized below:

• on April 3, 2023, following the successful statutory public takeover bid, there was a change in the person of the majority shareholder. As a result, there were also changes in the composition of the Board of Directors and the Supervisory Board, which the Company discloses in detail in its Consolidated Annual Report published concurrently with this Remuneration Report;
• as of October 2, 2023, Magdolna Tokai joined the Company's management as Deputy CEO for Corporate Support;
• base wages changed over the normal annual pay rise cycle, with wage hikes averaging at 16%;
• there were no changes in the application of the Remuneration Policy during the year;
• in April 2023, the Company as Founder adopted several remuneration policies within the framework of the Employee Share Ownership Program (hereinafter: "ESOP"), for senior management, for middle management as well as for talented young managers and experts;
• the award conditions set out in the 2020 Remuneration Policy have been met, which fact has also been confirmed by ALTEO's Board of Directors and, as such, the shares allocated for this purpose and available at the ALTEO Employee Share Ownership Program Organization (hereinafter: "ESOP Organization") (612,940 shares) have become distributable to those eligible for them (senior executives and key middle managers);
• in 2023, we continued our practice of market benchmarking based on the Korn Ferry job evaluation system.

4 Full remuneration of Directors

This chapter presents the full remuneration scheme available to Directors for each position of Directors broken down as per the Remuneration Policy, except for share award, which is detailed in Chapter 5. The remuneration figures presented in this chapter are gross accounted data.

2

ALTEO Nyrt.'s Remuneration Report for the fiscal year 2023

4.1 Remuneration provided to non-executive members of the Board of Directors

	Fixed remuneration element	Variable	Extraordinary	Pension	Full	Ratio of
				remuneration	reward		remuneration	fixed and
				elements				variable
	Base wage	Honorarium	Benefits	Annual				remuneration
	and other		in kind1	bonus				elements
	wage
	supplements,
	fees due
Name and	pursuant to
position of	the Labor
director	Code
Gyula	N/A	HUF	N/A	N/A	N/A	N/A	HUF	N/A
Zoltán		930,000					930,000
Mező,
Chairman
of the
Board of
Directors2
Zsolt	N/A	HUF	N/A	N/A	N/A	N/A	HUF	N/A
Müllner,		775,000					775,000
Member of
the Board
of
Directors3
Ferenc	N/A	HUF	N/A	N/A	N/A	N/A	HUF	N/A
Karvalits,		775,000					775,000
Member of
the Board
of
Directors4
Dr. György	N/A	HUF	N/A	N/A	N/A	N/A	HUF	N/A
Bacsa,		6,700,000					6,700,000
Deputy
Chairman
of the
Board of
Directors5
Ágnes	N/A	HUF	N/A	N/A	N/A	N/A	HUF	N/A
Bencsik,		6,700,000					6,700,000
Member of
the Board
of
Directors6
Álmos	N/A	HUF	N/A	N/A	N/A	N/A	HUF	N/A
Mikesy,		6,700,000					6,700,000
Member of
the Board
of
Directors7

1. The benefits in kind described in the Remuneration Policy, such as Cafeteria, health and accident insurance, company car use, fuel reimbursement, other low-value benefits, reimbursement of expenses, are presented as benefits in kind in this Remuneration Report.
2. The mandate of Gyula Zoltán Mező as Chair of the Board of Directors expired with effect from the adoption of Resolution
   No. 8/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.
3. The mandate of Zsolt Müllner as Member of the Board of Directors expired with effect from the adoption of Resolution No.
   8/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.
4. The mandate of Dr. Ferenc Karvalits as Member of the Board of Directors expired with effect from the adoption of Resolution No. 8/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.
5. György Bacsa was elected Deputy Chair of the Board of Directors of the Company by Resolution No. 8/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.
6. Ágnes Bencsik was elected member of the Board of Directors of the Company by Resolution No. 8/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.
7. Álmos Mikesy was elected Member of the Board of Directors of the Company by Resolution No. 8/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.

3

ALTEO Nyrt.'s Remuneration Report for the fiscal year 2023

The honorarium applied provides fixed remuneration that reflects the role and responsibility of the function as the second highest decision-making body of the Company, following the General Meeting. In 2023, it is not subject to automatic wage adjustment to changes in consumer prices.

4.2 Remuneration provided to executive members of the Board of Directors

Variable

Fixed remuneration element

remuneration

elements

Ratio of

Base wage and

fixed and

Name and position of

Extraordinary

Pension

Full

variable

other wage

director

reward

remuneration

remunerati

supplements,

Benefits in

Honorarium

Annual bonus

on

fees due pursuant

kind

elements

to the Labor

Code

Attila László Chikán,

HUF

HUF

HUF

HUF

HUF

Chair of the Board of

HUF 37,779,000

HUF -

61.8%

7,466,667

2,748,318

29,672,669

36,090,226

113,884,880

Directors, CEO

Domonkos Kovács,

Member of the Board of

HUF

HUF

HUF

HUF

Directors, Deputy CEO

HUF 28,023,000

HUF 775,000

HUF -

46.7%

1,993,880

14,365,026

21,052,632

66,209,538

for M&A and Capital

Markets8

4.3 Remuneration provided to the Supervisory Board

	Fixed remuneration element	Variable	Extraordinar	Pension	Full	Ratio of
				remuneratio	y reward		remuneration	fixed
				n elements				and
	Base wage	Honorarium	Benefits in	Annual				variable
	and other		kind9	bonus				remuner
	wage							ation
	supplements,							element
	fees due							s
	pursuant to
Name and position of	the Labor
director	Code
István Zsigmond Bakács,	N/A	HUF	N/A	N/A	N/A	N/A	HUF 766,667	N/A
Chair of the Supervisory		766,667
Board and the Audit
Committee10
Dr. János Lukács,	N/A	HUF	N/A	N/A	N/A	N/A	HUF 613,333	N/A
Member of the		613,333
Supervisory Board and
the Audit Committee11
Dr. István Borbíró,	N/A	HUF	N/A	N/A	N/A	N/A	HUF 613,333	N/A
Member of the		613,333
Supervisory Board and
the Audit Committee12

1. The mandate of Domonkos Kovács as Member of the Board of Directors expired with effect from the adoption of Resolution
   No. 8/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.
2. See Footnote 1.
3. The mandate of István Zsigmond Bakács as Chairman of the Supervisory Board and the Audit Committee expired with effect from the adoption of Resolutions Nos. 14/2023. (IV.03.) and 15/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.
4. The mandate of Dr. János Lukács as Member of the Supervisory Board and the Audit Committee expired with effect from the adoption of Resolutions Nos. 14/2023. (IV.03.) and 15/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.
5. The mandate of Dr. István Borbíró as Member of the Supervisory Board and the Audit Committee expired with effect from the adoption of Resolutions Nos. 14/2023. (IV.03.) and 15/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.

4

ALTEO Nyrt.'s Remuneration Report for the fiscal year 2023

Péter Jancsó, Member of	N/A	HUF	N/A	N/A	N/A	N/A	HUF 613,333	N/A
the Supervisory Board13		613,333
Attila Gyula Sütő,	HUF	HUF	HUF	HUF	HUF	N/A	HUF	6%
Member of the	12,486,000	5,080,000	1,061,660	1,220,155	450,000		20,408,933
Supervisory Board
Dr. Ákos Székely, Chair	N/A	HUF	N/A	N/A	N/A	N/A	HUF	N/A
of the Supervisory Board		4,466,667					4,466,667
and the Audit
Committee14
Péter Kaderják, Member	N/A	HUF	N/A	N/A	N/A	N/A	HUF	N/A
of the Supervisory Board		4,466,667					4,466,667
and the Audit
Committee15
Márton Oláh, Member of	N/A	HUF	N/A	N/A	N/A	N/A	HUF	N/A
the Supervisory Board		4,466,667					4,466,667
and the Audit
Committee16

The honorarium applied provides fixed remuneration that reflects the role and responsibility assigned to members of the Supervisory Board. In 2023, it is not subject to automatic wage adjustment to changes in consumer prices.

For Supervisory Board member(s) who are also employed by the Company, other remuneration items (received as employees) are not recognized as these wage elements fall within the scope of the employee remuneration system which is not covered by the Remuneration Policy.

4.4 Remuneration provided to Directors who are not members of ALTEO's Board of Directors or

Supervisory Board

					Variable
	Fixed remuneration element	remuneration				Ratio
					elements
								of fixed
									and
Name and position of	Base wage and					Extraordinary		Full	variabl
other wage					Pension	e
director					reward	remuneration
supplements,		Honorariu	Benefits in			remune
		Annual bonus
	fees due		m	kind				ration
	pursuant to the								elemen
	Labor Code								ts
Zoltán Bodnár, Chief	HUF		HUF -	HUF	HUF	HUF	HUF -	HUF	46.70%
Financial Officer	35,757,600		2,457,956	17,851,261	26,015,038	82,081,855
Péter Luczay, Deputy CEO
for Production	HUF		HUF -	HUF	HUF	HUF	HUF -	HUF	50.60%
Management and Business	39,449,400		3,107,258	21,553,043	29,172,933	93,282,634
Development
Viktor Varga, Deputy CEO	HUF			HUF	HUF	HUF		HUF
for Energy Production and		HUF -	HUF -	46.60%
28,272,600		2,008,462	14,114,543	23,155,640	67,743,245
Energy Supply
Anita Simon, Deputy CEO	HUF			HUF	HUF			HUF
for Sustainability and		HUF -	HUF 8,869,925	HUF -	37.60%
26,496,000		1,902,260	10,682,628	47,950,813
Circular Economy

1. The mandate of Péter Jancsó as Member of the Board of Directors expired with effect from the adoption of Resolution No.
   14/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.
2. Dr. Ákos Székely was elected Member of the Supervisory Board and the Audit Committee of the Company by Resolutions Nos. 16/2023. (IV.03.) and 18/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.
3. Péter Kaderják was elected Member of the Supervisory Board and the Audit Committee of the Company by Resolutions Nos. 16/2023. (IV.03.) and 18/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.
4. Márton Oláh was elected Member of the Supervisory Board and the Audit Committee of the Company by Resolutions Nos.
   16/2023. (IV.03.) and 18/2023. (IV.03.) of the General Meeting. Their remuneration is presented pro rata temporis in line with their mandate.

5

ALTEO Nyrt.'s Remuneration Report for the fiscal year 2023

Magdolna Tokai, Deputy CEO for Corporate Support17

HUF

8,400,000

HUF -

HUF -

HUF -

HUF -

HUF -

HUF 8,400,000

- %

Additional information:

With reference to Section 7.4 of the Remuneration Policy, the Company granted Viktor Varga a loan in the amount of HUF 12,506,438 in February 2023 under an employer loan agreement, which was repaid in June 2023, thus no employer loan is outstanding.

The Company certifies that a detailed offer on the conclusion of the employment contract was sent to Magdolna Tokai in accordance with the principles set out in Section 12 of the Remuneration Policy. In addition, the Company has offered Magdolna Tokai a signing bonus to encourage her to change employer, which becomes payable in 2024 and, as such, is presented in the 2024 Remuneration Report.

5 Share-based remuneration

5.1 Share award to Directors

On December 21, 2020, the Company as Founder adopted the 2020 share award program of the ESOP Organization, and on the same day it also published the remuneration policy serving as a basis thereof (hereinafter: "ESOP Remuneration Policy for 2020"). Pursuant to the ESOP Remuneration Policy for 2020, executive member of the Board of Directors, Attila László Chikán is also eligible for the share award, and all Deputy CEOs of the Company at the time of the adoption of the applicable policy participate in the ESOP Remuneration Policy for 2020. With a view to the fact that the responsibility of determining the remuneration given to the members of the Board of Directors falls under the competence of the General Meeting, and that the remuneration for Deputy CEOs may only be paid on the basis of the Remuneration Policy, the General Meeting adopted Resolution No. 6/2021. (IV.19) which approved that the aforementioned people receive the share award specified in the ESOP Remuneration Policy for 2020 if the criteria set out therein are met.

On May 9, 2023, the Company informed investors that the conditions set out in the ESOP Remuneration Policy for 2020 have been met, which fact has also been confirmed by ALTEO's Board of Directors, and as such, the shares allocated for this purpose at the ALTEO ESOP Organization (612,940 shares) became distributable to those eligible for them under the ESOP Remuneration Policy for 2020 who at the time were employed by ALTEO as employees. Accordingly, in 2023 the eligible Directors received remuneration as follows.

Name and position of director	Legal title of remuneration	Remuneration/benefit
Attila László Chikán, Chief	with a view to the fulfilment	154,848 ALTEO ordinary shares
Executive Officer	criteria of the ESOP RP for 2020
Zoltán Bodnár, Chief Financial	with a view to the fulfilment	90,328 ALTEO ordinary shares
Officer	criteria of the ESOP RP for 2020
Domonkos Kovács, Deputy CEO for	with a view to the fulfilment	90,328 ALTEO ordinary shares
M&A and Capital Markets	criteria of the ESOP RP for 2020
Péter Luczay, Deputy CEO for	with a view to the fulfilment	90,328 ALTEO ordinary shares
Production Management and	criteria of the ESOP RP for 2020
Business Development
Viktor Varga, Deputy CEO for	with a view to the fulfilment	90,328 ALTEO ordinary shares
Energy Production and Energy	criteria of the ESOP RP for 2020
Supply
Anita Simon, Deputy CEO for	with a view to the fulfilment	32,260 ALTEO ordinary shares
Sustainability and Circular Economy	criteria of the ESOP RP for 2020

6 Enforcement of clawback rights

In 2023, the Company did not exercise its clawback rights in Section 8.3 of the Remuneration Policy against any of its Directors.

17 Magdolna Tokai joined the Company's management as Deputy CEO for Corporate Support as of October 2, 2023, thus their remuneration is presented pro rata temporis.

6

ALTEO Nyrt.'s Remuneration Report for the fiscal year 2023

7 Compliance with the Remuneration Policy, evaluation of individual performance

In 2023, the Directors of the Company received only the remuneration and benefits detailed in the Remuneration Policy, subject to the terms and conditions described therein.

The long-term objectives for the Directors of the Company, which are aligned with the Company's business objectives, are set out in the ESOP RP as specified in Section 5.1. They are described in detail in the referenced Section and in the documents referred to above.

During 2022, the Company's Board of Directors adopted two new ESOP Remuneration Policies for 2024 and 2025. The Remuneration Policies adopted under the ESOP enable ALTEO to provide certain employees (executives and key experts, specialists) with share-based (but financial) benefits when individual and corporate objectives are met, aptly representing ALTEO's efforts to share the success of the Company with its employees. The first such payment will be made after the 2023 performance assessment, i.e. in June 2024 for the first time.

In April 2023, the Company as Founder adopted the ESOP remuneration policies for the senior and middle management levels, and for talented young managers and experts. The aim of the ESOP remuneration policies adopted is to put in place a remuneration system that is in harmony with ALTEO's business strategy and is aimed at improving the ALTEO Group's performance and, thereby, increasing shareholder value, in line with the related HR strategy, ALTEO's long-term interests and corporate values, while also providing employees and associates (including members of senior management) with an attractive long-term incentive program. The share-based (but financial) benefits will be available to participants subject to the conditions set out in the ESOP remuneration policies, expected to be provided in 2025.

8 Deviations from the Remuneration Policy and its implementation procedure

The Company applied a derogation for 2023 in relation to the extraordinary bonus for executive Directors Attila László Chikán, Domonkos Kovács, Zoltán Bodnár, Péter Luczay, Viktor Varga and Anita Simon, referring to and as set out in Section 15 of the Remuneration Policy, the main reason for which was to increase the incentive remuneration and commitment of executive Directors.

9 Remuneration of employees

The Company sets the base wage of non-senior-management employees on a market basis, relying on benchmark data of the Korn Ferry job evaluation system, and with a view to competitiveness aspects.

In accordance with its applicable remuneration policy, the Company uses fixed and variable benefit elements to incentivize its employees. The variable benefit elements of the Company's remuneration system are bonuses for employees who meet predefined conditions, and rewards granted based on individual assessment.

The average grade salary of non-senior-management employees (with the rate of change compared to the previous year shown) was as follows:

Period	2019		2020			2021		2022		2023
Average base wage/person	500,633	541,780		598,629		735,886		900,338
Rate of change (with the			108%			110%		123%		122%
previous year being 100%)
ALTEO Nyrt. comprehensive
income, net of tax (HUF	174,563	266,918		6,262,118	14,026,978		12,514,771
thousand)
Rate of change (with the			153%			2346%		224%		89%
previous year being 100%)
10 Comparative information on changes in remuneration and company performance
Report for the current year, HUF	2018		2019		2020		2021	2022		2023
million
Headcount (year-end)	248		231		260			273	313	361
Personnel expenses	2,507		2,858		3,770		4,082	5,952	7,072
EBITDA	1,801		3,779		5,512		11,837	20,220	19,430

7

ALTEO Nyrt.'s Remuneration Report for the fiscal year 2023

Report for the current year, HUF	2018	2019	2020	2021	2022	2023
million
Inflation	2.8%	3.4%	3.3%	4.7%	14.5%	17.6%
ALTEO wage hike limit	3.0%	12.0%	8.0%	4.0%	17.5*	16%*18

11 Information on the taking into account of the previous decision of the General Meeting

At the last General Meeting of April 21, 2023, no opinions were voiced or decisions taken that the Company should have taken into account in the preparation of this Remuneration Report.

This Remuneration Report was approved by the Company's General Meeting with its Resolution No. 13/2024. (IV.19.) adopted on April 19, 2024.

Disclaimer: All information contained within this article is for information purposes only, and shall notbe considered an official translation of the official communication referred to herein. This document does not include the integral wording of the official communication referred to herein, the original Hungarian language version of it remains to be the solely legally binding material in the subject matter.For further information, please do not hesitate to contact us.

18 * In 2023, the rate of wage increase was 15% for white-collar staff and 17% for blue-collar staff, with the aim of converging the wage levels of the two employee groups, taking market competitiveness into account.

8