CIG Pannónia Életbiztosító : Corporate Governance Report for the year 2022

INTRODUCTION

The shares of CIG Pannónia Életbiztosító Nyrt. (in English: CIG Pannonia Life Insurance Plc.; registered

office: HU-1095 Budapest, Könyves Kálmán krt. 11.B., hereinafter referred to as "Company") were classified in

the premium category by Budapesti Értéktőzsde Zártkörűen működő Részvénytársaság (in English: Budapest Stock Exchange Ltd.; hereinafter referred to as "BSE") as of 1 July 2013. The majority of the 94 428 260 shares are owned by Hungarian enterprises and Hungarian private persons. According to the direct and indirect participation and based on the information officially known by our Company, Hungarikum Biztosítási Alkusz Zrt.1 (in English: Hungarikum Insurance Brokerage Plc.) has 58.34% ownership share2, while Kaptár Befektetési Zrt. (in English: Kaptár Investment Plc.) has 3.80%, while the natural person dr. Móricz Gábor has 4.21% ownership share. There are approximately six thousand other shareholders. The Company considers its responsibility owed to the shareholders to comply with the corporate governance recommendations to the fullest extent possible. In accordance with the provisions of the recommendations, the governance and operation characteristics of the Company are shown hereinunder.

• Brief description of the Management Board/ the Board of Directors, presentation of the division of responsibilities and tasks between the Directorate / the Board of Directors and the management.

The Management Board

The management body of the Company is the Management Board, it is responsible for establishing and managing the organisation of the Company. The scope of power of the Management Board is determined by the legislation in force, the Articles of Association of the Company, the resolutions of the General Meeting, as well as the Rules of Procedure of the Management Board. The Management Board shall establish its Rules of Procedure itself and shall adopt it by more than half of the members of the Management Board voting in favour thereof. The Rules of Procedure includes - among others - matters concerning the functioning of the Management Board, the specific rules of power and competences, the structure of the Management Board, and the mandatory elements of the meetings and the minutes to be drawn up thereon. The Management Board operating at the Company shall be made up of at least three and no more than seven members, the members of the Management Board shall be elected and recalled by the General Meeting. The members of the Management Board shall be subject to the requirements of Act LXXXVIII of 2014 on Business Insurance (hereinafter referred to as: the Business Insurance Act)

1. Hungarikum Biztosítási Alkusz Kft. (in English: Hungarikum Insurance brokerage Ltd.) continues its operation as a crucial operator of the insurance broker sector under the name of Hungarikum Biztosítási Alkusz Zrt. as of 1 January 2023.
2. The capital ownership held by Hungarikum Biztosítási Alkusz Zrt. in the company was 57.50% in 2022.

CIG Pannónia Életbiztosító Nyilvánosan Működő Részvénytársaság (registered office: 1097 Budapest Könyves Kálmán krt. 11, "B" building; company registration number: 01 10 045857; court of registration: Fővárosi Törvényszék Cégbírósága (in English: Company Registry Court of Budapest - Capital Regional Court);)

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applicable to the executive officers. The Management Board had 4 members at the beginning of the year, and it has been fulfilling its duties as a 5-member body since the general meeting held on 19 April 20223.

Considering that the Company was less hierarchically articulated due to the relatively low number of employees in 2022, the members of the Management Board did not formally divide the tasks and duties among themselves, but fulfilled those as a body. The tasks and duties related to ESG compliance and money laundering and fraud prevention, which topics were elevated to a management body level through a dedicated member of the Management Board in 2022, in order to enforce prudential compliance to the fullest extent possible.

The Management Board determined a wide range of crucial powers (decisions taken into its own scope of powers) which it reserves to itself in addition to the powers specified in the Articles of Association. Such powers are mostly those that require constant operative task determination, control and significant resources (including remuneration topics) in the fields of strategy and risk management, as well as in cases where the consequences of the decision could have longer-lasting effects. Operative decisions related to day-to-day operation are made by the management of the Company independently, in the manner and within the scope of powers specified in the internal regulations.

• Introduction of the members of the Management Board / the Board of Directors, the Supervisory Board and the management (in the case of board members, including the indication of the independence status of each member), description of the structure of the committees.

The members of the Management Board:

In 2022, the Chairman of the Management Board4 was Polányi Zoltán (member from 7 April 2021 and Chairman from 12 May 2021). Polányi Zoltán was the Chief Executive Officer of CIG Pannónia Életbiztosító Nyrt. and CIG Pannónia Első Magyar Általános Biztosító Zrt. (in English: CIG Pannónia First Hungarian General Insurance Plc.; hereinafter referred to as: EMABIT), and he has been the primary leader of the CIG Pannónia Életbiztosító Nyrt. since 24 February 2021 based on the relevant authorisation of MNB (Magyar Nemzeti Bank, in English: Central Bank of Hungary), and was the deputy of the primary leader of CIG Pannónia Első Magyar Általános Biztosító Zrt. until 16 January 2023.Since 16 January 2023, the Company and EMABIT have been managed by Chief Executive Officer dr. Fedák István.

Between October 2004 and January 2021, Polányi Zoltán was employed by UNIQA Biztosító Zrt. (in English: UNIQA Insurance Plc.), he held sales executive positions between 2004 and 2007, was the head of the tied agent

3 As of 16 January 2023, the Management Board has been operating as a four (4)-person body ((https://bet.hu/newkibdata/128833387/CIG_k%C3%B6zlem%C3%A9ny_20230116.pdf)

4 The employment relationship concluded by and between Polányi Zoltán and the Company and its subsidiary CIG Pannónia Első Magyar Általános Biztosító Zrt.-ben (EMABIT), 100% of which is owned by the Company, will be terminated by mutual agreement, therefore Polányi Zoltán will not participate in the work of the companies as an executive employee from 16 January 2023.

CIG Pannónia Életbiztosító Nyilvánosan Működő Részvénytársaság (registered office: 1097 Budapest Könyves Kálmán krt. 11, "B" building; company registration number: 01 10 045857; court of registration: Fővárosi Törvényszék Cégbírósága (in English: Company Registry Court of Budapest - Capital Regional Court);)

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network of the insurance company between 2012 and 2013, was the chief sales manager and executive officer between 2014 and June 2016, and then became a member of the Management Board from the summer of 2016; he was the member of the Management Board responsible for the sales department, and then, after the transformation of the insurance company, for the corporate department (Corporate, Bank, Affinity). Before UNIQA Biztosító Zrt., Polányi Zoltán was an employee of the K&H Lízingcsoport (in English: K&H Leasing Group) between 1999 and 2004. He was the sales manager of K&H Lízing until 2003, and then the managing director of K&H Alkusz Kft. (in English: K&H Alkusz Ltd.). In 1999, Polányi Zoltán was the head of the wholesale sales department of Porsche Hungaria Kft.

Scope of expertise:	insurance and financial markets, business strategy and
	business model, governance system, regulatory
	requirements
Date of resignation from member of the	16 January 2023
Management Board mandate:

Dr. Fedák István, member of the Management Board (member from 21 June 2019, Chairman from 14 August 2020 until 12 May 2021)

Dr. Fedák István graduated from Budapesti Közgazdaságtudományi Egyetem (in English: Budapest University of Economic Sciences) in 1998 with a MBA in foreign economy, and then earned a law degree at the Faculty of Law and Political Sciences of Pázmány Péter Katolikus Egyetem (in English: Pázmány Péter Catholic University) in 2002. He is a chartered accountant. Dr. Fedák István started his career at a Creditanstalt Rt. (in English: a Creditanstalt Plc.) as a risk manager, and then worked for Magyar Factor Rt. (in English: Magyar Factor Plc.) first as business development manager and later as the chief risk officer. After earning his law degree, dr. Fedák István worked at Fedák Ügyvédi Iroda (in English: Fedák Law Office) and then in MFB Fejlesztési Bank (in English: MFB Development Bank). He worked in financial and managing director positions at the enterprises of the OT INDUSTRIES Group between 2008 and 2015, after which he was the managing director of Eurobond Kft. (in English: Eurobond Ltd.) for one year. From 2016, dr. Fedák István was the chief financial officer and deputy CEO for legal matters of Keszthelyi Holding Zrt. (in English: Keszthelyi Holding Plc.), simultaneously with which, between 2017 and 2020, he was also the managing director of Agenta-Consulting Kft. (in English: Agenta- Consulting Ltd.). He has been the Chief Executive Officer of the Company and EMABIT since 16 January 2023.

Scope of expertise:	insurance and financial markets, business strategy and
	business model, governance system, regulatory
	requirements

CIG Pannónia Életbiztosító Nyilvánosan Működő Részvénytársaság (registered office: 1097 Budapest Könyves Kálmán krt. 11, "B" building; company registration number: 01 10 045857; court of registration: Fővárosi Törvényszék Cégbírósága (in English: Company Registry Court of Budapest - Capital Regional Court);)

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End of mandate as member of the Management 19 April 2027

Board:

Dr. Bogdánffy Péter MBA, member of the Management Board (from 17 May 2019), Chairman of the Management Board of the Company since 16 January 20235.

Dr. Bogdánffy Péter MBA graduated from the Faculty of Law and Political Sciences of the József Attila Tudományegyetem (in English: József Attila University of Sciences) in Szeged. Simultaneously, he completed the German and European Economic Law programme of the University of Potsdam. He started his professional career as a lawyer in 2000, in the Noerr Ügyvédi Iroda (in English: Noerr Law Office), and later worked for Faludi Wolf Theiss Ügyvédi Iroda (in English: Faludi Wolf Theiss Law Office). Dr. Bogdánffy Péter MBA was a member of the Management Board of Siemens Zrt. (in English: Siemens Plc.) between 2008 and 2011, and as a senior legal counsel, he was also responsible for the complete legal management of the Hungarian companies of Siemens. He was the member of the Management Board and deputy CEO of BROKERNET Investment Holding Zrt. (in English: BROKERNET Investment Holding Plc.) from 2011, and from 2012, he was the Chairman of the Management Board of BROKERNET Investment Holding Zrt. and a member of the Supervisory Board of Quantis Alpha Zrt. (in English: Quantis Alpha Plc.). Dr. Bogdánffy Péter MBA was a member of the Supervisory Board of CIG Pannónia Életbiztosító Nyrt. between 2013 and 2015, after which he worked as a management advisor as a private entrepreneur, and then as an attorney-at-law from May 2016. He was a member of the Supervisory Board of Keszthelyi Holding Zrt. from February 2019. In addition to his law degree and bar exam, Dr. Bogdánffy Péter MBA earned an MBA in finance from CEU Business School, and he has bilingual proficiency in German and advanced-level English language skills. He is a member of the Budapesti Ügyvédi Kamara (in English:Budapest Bar Association) and the Magyar Vállalati Compliance Társaság (in English: Hungarian Corporate Compliance Society).

Scope of expertise:	insurance and financial markets, business strategy and
	business model, governance system, regulatory
	requirements
End of mandate as member of the Management	19 April 2027
Board:

Ódorné Angyal Zsuzsanna, member of the Management Board (from 14 August 2020)

5 https://bet.hu/newkibdata/128834222/BP_IG_ELN_HU_20230118.pdf

CIG Pannónia Életbiztosító Nyilvánosan Működő Részvénytársaság (registered office: 1097 Budapest Könyves Kálmán krt. 11, "B" building; company registration number: 01 10 045857; court of registration: Fővárosi Törvényszék Cégbírósága (in English: Company Registry Court of Budapest - Capital Regional Court);)

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Ódorné Angyal Zsuzsanna graduated with an economist degree as a Finance and Accounting major from Gödöllői Agrártudományi Egyetem (in English: Gödöllő University of Agricultural Sciences) and became a chartered accountant, and then obtained a teacher of engineering degree. She enhanced her professional knowledge with postgraduate studies as a European Union Agricultural Expert major at Szent István Egyetem (in English: Szent István University). She also has tax advisory, payroll administration, social security administration and internal auditor qualifications.

Ódorné Angyal Zsuzsanna started her career in small enterprises, after which, from 2009, she first managed the direct relations with subsidiaries at OPUS GLOBAL Nyrt. (in English: OPUS GLOBAL Plc.) and then coordinated and supervised the activity of the economic and business administration (finance, accounting, controlling) departments of the company group, in addition to ensuring legal compliance. She was the Chief Executive Officer of OPUS GLOBAL Nyrt. for two years from 2017, after which she coordinated the day-to-day operation, complete business activity, consolidation, as well as the preparation of the financial reports of the company group as the Deputy CEO of Operations until 31 December 2022.

Ódorné Angyal Zsuzsanna speaks English and German. She has been a member of the Management Board of the Company since 14 August 2020.

Scope of expertise:	money and capital markets, business strategy and
	business model, establishment and operation of
	governance systems, financial analysis, regulatory
	framework and requirements
End of mandate as member of the Management	14 August 2023
Board:

Dr. Dakó Gábor Miklós, member of the Management Board (from 10 May 2022)

Dr. Dakó Gábor Miklós graduated from the Faculty of Law and Political Sciences of Janus Pannonius Tudományegyetem (in English: Janus Pannonius University of Sciences), after which he widened his knowledge in a broker programme and in a company law legal specialist programme. He passed the bar exam. Dr. Dakó Gábor Miklós started his career in 1998, in the Állami Pénz és Tőkepiaci Felügyelet (State Supervisory Authority for Money and Capital Markets), worked in a law office specialised in capital market transactions, and later worked as a legal counsel, deputy head of department, head of department and director positions in capital market, authorisation and market supervisory areas in Pénzügyi Szervezetek Állami Felügyelete (in English: Hungarian Financial Supervisory Authority)/ Magyar Nemzeti Bank (in English: Hungarian National Bank). From 2018, he was a capital market specialist attorney-at-law in Kertész és Társai Ügyvédi Iroda (in English: Kertész and Partners Law Office), and was the Deputy CEO responsible for company management at OPUS GLOBAL Nyrt. (in English: OPUS GLOBAL Plc.) Dr. Dakó Gábor Miklós is the co-author of the work titled "Nagykommentár a

CIG Pannónia Életbiztosító Nyilvánosan Működő Részvénytársaság (registered office: 1097 Budapest Könyves Kálmán krt. 11, "B" building; company registration number: 01 10 045857; court of registration: Fővárosi Törvényszék Cégbírósága (in English: Company Registry Court of Budapest - Capital Regional Court);)

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