Waberer International : 2022 FOURTH QUARTER AND ANNUAL FINANCIAL REPORT

2022 FOURTH QUARTER AND ANNUAL FINANCIAL REPORT

Increasing quarterly, and a record breaking EUR 33.3 million annual EBIT performance

Executive summary:

• ▪ Waberer's group achieved its highest annual EBIT performance and EBIT margin level in 2022 since the IPO (EUR 33.3

  million, and 5,0%), with the fourth quarter EBIT performance contributing EUR 8.8 million. The record breaking EBIT performance is a result of the increasing demand for quality logistics services, the company's strategy of focusing on key account partners and the quality of services they expect, and the company's organizational culture that enables us to response immediately to customer needs and market changes.

• ▪ The stabilization program and the new operational strategy of the past years and the strong performance in 2022 will allow us to pay dividends to our shareholders. Based on this, the Board of Directors will propose a HUF 1.7 billion (expected to be EUR 4.4 million depending on EUR/HUF exchange rate) dividend payment to the General Meeting, which means a dividend of HUF 100 per share.

• ▪ Expectations for 2023

  • ▪ The demand for logistics services may decline both continent-wide and regionally due to the declining industrial production and consumption trends, however these trends - as per our expectations - will affect with a greater extent companies that provide easily substitutable services and compete primarily on price levels, while it will have a limited impact on Waberer's Group's Key Account focused operations.

  • ▪ Tee management cautiously expects a slight increase in revenues in 2023, an EBIT performance in line with 2022 excluding the EUR 2.7 million one-off positive impact in 2022 (governmental investment aid) and a slightly increasing net leverage in line with the announced investment program. These expectations will be revised in the Q1 2023 report as forecasting process is more challenging than usual due to the unpredictable environment.

Consolidated reported and recurring EBIT (EUR million):

Zsolt Barna, CEO of WABERER'S INTERNATIONAL Nyrt. commented: "2022 was again a challenging year for us. We were forced to cope with the shock of the war in our neighbouring country, which affected our Company on multiple fronts. At Group level, a significant number of our hundreds of drivers of Ukrainian origin went home to protect their families and their country after the outbreak of the war, some of our customers have seen their production processes interrupted due to the termination of cooperation with Ukrainian and Russian suppliers, and inflation - at levels unseen in decades - has put us under severe pressure in term of operating costs and wages. At the end of the year, we can now say that the Company successfully managed all these impacts, we have achieved the highest EBIT result in Waberer's history and, for the first time in our stock exchange history, we plan to pay a dividend to our shareholders, subject to the decision of the General Meeting. I am particularly pleased that we have succeeded in creating a balanced Group structure, where all three business segments contribute to the Group's performance with similar weight, with ITS contributing 30% of Group-level annual EBIT, RCL 33% and Insurance 37%. This healthy balance greatly reduces the risks to the Group's profitability, as our performance is currently not overly dependent on any one specific activity.

In 2022, strategic projects - already presented in the corporate strategy - were launched, with the first visible results expected to be seen in 2023. Our warehouse in Ecser, which is currently under construction, should reach a high state of readiness by the end of the year, while we are already working on further warehouse development projects in the background. We plan on concluding the first regional acquisition by the RCL segment in 2023, taking the first step towards providing a truly regionally focused complex logistics service. In 2023, we expect to increase the volume of logistics services that we can operate with a low environmental footprint, and thus we will place strong emphasis on expanding our rail logistics capabilities and continue our market-building role in the introduction of alternative propulsion vehicles. We also want to improve the visibility of our environmental performance by introducing a transparent ESG reporting system that will make our efforts visible to our customers, investors and financing partners. We are confident that all these efforts will give Waberer's Group a competitive edge."

|Key figures1 (EUR mn unless otherwise stated)

Q4 2022

Q4 2021

12M 2022

12M 2021

Revenue

169.2

152.4

11.0%

675.9

592.5

14.1%

EBITDA (recurring) EBIT (recurring)

21.0

19.4

8%

80.0

74.2

7.8%

8.8

8.3

6%

33.3

27.2

22.5%

Net income (recurring) EBITDA margin (recurring) EBIT margin (recurring)

7.8

5.9

32%

16.2

18.1

(10.5%)

12.4%

12.7%

(0.3 pp)

11.8%

12.5%

(0.7 pp)

5.2%

5.5%

(0.3 pp)

4.9%

4.6%

0.3 pp

Net income margin (recurring)

4.6%

3.9%

0.7 pp

2.4%

3.1%

(0.7 pp)

Net financial indebtedness2 Net leverage ratio2

150.0

1.88

1.64

23%

14%

Summary of major financials

• ▪ Revenue increased by 11.0% in the fourth quarter of 2022 on a year-on-year basis and reached EUR 169.2 million, while annual Group level revenue reached EUR 675.9 million which is a 14.1% increase compared to same period of 2021. Quarterly revenue increase reflects a 22.5% growth in the ITS and a 0.1% decrease in the RCL segment, while revenue of Insurance segment decreased by 10% on a year-on-year basis caused by - similarly to the previous quarter - the depreciation of HUF compared to EUR. On an annual basis, the revenue of ITS segment increased by 22.8%, the revenue of RCL segment increased by 8.5%, while the revenue of Insurance segment decreased by 7.8% compared to previous year. Revenue increase is partly due to the contractual price correction effect in line with the fuel price increase, while the Company is still successful in increasing its average net service price level independently from fuel price increases.

• ▪ Recurring EBIT reached EUR 8.8 million in Q4 2022 which is a 5.6% improvement compared to Q4 2021 and this was the 3rd consecutive quarter reaching an EBIT performance above EUR 8.0 million. The Q4 increase is due to the improvement in results of the ITS segment, which increased its quarterly result by EUR 5.4 million, while the quarterly EBIT of the RCL segment decreased by EUR 2.4 million and the EBIT of the Insurance segment decreased by EUR 2.6 million, mostly due to one-off impacts. Consolidated annual EBIT reached EUR 33.3 million, which means a 22.5% year-on-year increase and also means the highest EBIT since the IPO. ITS segment contribution was EUR 9.9 million, RCL segment contribution was EUR 11.1 million, while the Insurance segment contribution to the Group level EBIT was EUR 12.3 million, creating a well-balanced allocation between the segments.

• ▪ Recurring Net income reached EUR 7.8 million in the fourth quarter of 2022 which is a EUR 1.9 million increase on a year-on-year basis, while the annual consolidated Net Income for 2022 was EUR 16.2 million, a decrease of EUR 1.9 million compared to 2021. The hectic changes of the EUR/HUF exchange rate caused a non-realized, non-cash loss of EUR 4.0 million in 2022 full year, while it caused -due to the appreciation of HUF at year end- a technical, non-realized, non-cash positive financial result of EUR 2.5 million in Q4 2022. The Group's annual Net income without the non-realized, non-cash FX impact reached EUR 20.2 million, which means a EUR 2.9 million increase compared to 2021.

• ▪ Net financial indebtedness - mostly remained on the same level as in the previous 2 quarters and reached EUR 150 million at the end of 2022, which means a EUR 26 million increase compared to the end of 2021. The increase was mostly due to the fleet renewal programme, the increase of leasing type of liabilities was EUR +21 million and some of the vehicles were financed by cash that also generated EUR 10 million increase in debt. The Group's net leverage ratio increased to 1.88 times the recurring EBITDA due to the higher net debt.

1 For the definitions of non-IFRS measures, please refer to the Glossary on page 15. Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

2 As of end of the period 3https://www.waberers.com/files/document/document/1495/20220408_Bond%20issuance_ENG_FINAL.pdf

This report may contain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore should not have undue reliance placed upon them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors are described in, among other things, the Annual Report 2021 dated 8 April 2022, which is available on our website for investors athttps://www.waberers.com/files/document/document/1507/2021_annual_report_eng_FIN.pdf.

Management Report

Group result

|Income Statement1 (EUR mn)

Q4 2022

Revenue

Direct costs of which: depreciation and amortisation Gross profit (recurring)

of which: gross profit excluding D&A OPEX, net

Operating Income Financial result of which: non-cash FX effect Taxes

Net income (recurring)

Net income excluding non-cash FX effect

Non-recurring items

EBITDA

EBIT

Gross profit margin (excluding D&A)

EBITDA margin (recurring)

EBIT margin (recurring)

Net income margin (recurring)

Average number of trucks Average number of employees Average number of truck driversQ4 2021

Better (worse)

169.2

152.4

11.0%

(150.6)

(132.7)

(13.5%)

(12.2)

(11.1)

(10.1%)

18.6

19.8

(5.8%)

30.9

30.9

(0.0%)

(9.8)

(11.4)

14.1%

8.8

8.3

5.6%

0.5

(1.5)

133.0%

2.5

(0.9)

371.4%

(1.4)

(0.9)

(62.7%)

7.8

5.9

31.8%

5.4

6.9

21.5%

-

21.0

19.4

(8.2%)

8.8

8.3

(5.6%)

18.2%

20.2%

(2.0 pp)

12.4%

12.7%

(0.3 pp)

5.2%

5.5%

(0.3 pp)

4.6%

3.9%

0.7 pp

3 554

3 479

2.2%

1 Figures adjusted for better comparability, re-categorising the effect of insurance-related provisions, an

OPEX item, as Direct Costs. EBITDA is not affected. For exact figures on the effect on the re-categorisation, please refer to page 11.

Economic environment2

In the fourth quarter of 2022, industrial production in the Western European countries relevant to Waberer's (Germany, France, Italy, Spain, and the United

Kingdom) decreased by 1.3% compared to the same period of last year. Industrial production only expanded in Spain (+0.6% monthly average), while decreases were observed in the UK, Germany, France, and Italy (- 4.2%, -1.2%, -0.3%, - 1.7% respectively). In contrast, in the main Eastern European countries relevant to Waberer's (Hungary and Poland), industrial production growth was still dynamic, 4.0% and 5.7% increases were observed compared to the same period last year.

Significantly different changes were observed in the relevant countries in the retail sales of non-food products compared to the fourth quarter of 2021. In Western European countries, retail sales volumes have fallen for the 8th consecutive month comparing on year-on-year basis with the exception of Spain in Q4, where the average increase was 1.7%. The average decrease of the retail sales volume in the relevant Western-European countries was -2.7% in Q4 2022 compared to the same period in 2021. Among the relevant Eastern European countries, retail sales growth continued to be dynamic in Poland (+4.7% monthly average growth), while in Hungary the decreasing purchasing power resulted in decreasing retail sales volumes in the last quarter of 2022 on an annual basis (monthly average - 0.9% change).2

2022

2021

675.9

(592.4)

(46.7)

83.5

130.2

(50.2)

33.3

(11.4)

(4.0)

(5.6)

16.2

20.2

592.5

14.1%

(514.3)

(15.2%)

(47.0)

0.7%

78.2

6.7%

125.2

(51.0)

1.7%

27.2

22.5%

(4.1)

0.8

(5.0)

(178.1%)

(585.2%)

(12.7%)

18.1

(10.5%)

17.3

16.8% -

80.0

33.3

19.3%

11.8%

4.9%

2.4%

3 464

74.2	7.8%
27.2	22.5%
21.1%	(1.9 pp)
12.5%	(0.7 pp)
4.6%	0.3 pp
3.1%	(0.7 pp)
2 803	(1.0%)
5 857	(0.7%)
3 493	(0.8%)

| Revenue (top) and recurring

EBITDA (bottom) split by segments in Q4 2022 (EUR mn)

ITSRCLOther

16,7

2,2

Notes: Revenue not filtered for inter-segment eliminations. ITS: International Transportation Segment; RCL: Regional Contract Logistics segment; Other: All other activities including mainly 3rd party insurance services.

2 Source: Eurostat &UK Office for National Statistics seasonally and calendar day adjusted data for the Eurozone, UK and Hungary. Percentage figures denote the change compared to the same period in the previous year.

Revenue

Revenue increased by 11.0 % year-on-year in the fourth quarter of 2022 to EUR 169.2 million. Compared to the fourth quarter of the last year, revenue was 22.5% higher in the International Transportation Segment (ITS), while it was 0.1% lower in the Regional Contract Logistics (RCL) segment and 10.0% lower in the Insurance segment. The annual consolidated revenue reached EUR 675.9 million, a 14.1% growth compared to 2021. The revenue growth in the ITS segment was partly driven by the contractual price correction effect of the significant fuel price increase (despite decreasing fuel prices at year end, weighted average fuel price was still 31% higher in Q4 2022 compared to the same period of 2021), and also by the 4% increase of net price level (price level adjusted with the change of fuel and transit costs). In the RCL segment the lower revenue of warehousing and inhouse logistics was compensated by the higher revenue of distribution services. The decrease in Insurance segment revenue is a result of depreciation of the HUF currency against EUR, as our insurance company mainly invoices its customers in Hungarian Forint. The quarterly revenue of the Insurance segment increased by 1% in HUF term compared to Q4 2021.

Headcount

The quarterly average number of employees increased by 97 compared to the same period of the previous year. 75% of the increase is due to the higher number of drivers. Group level employee number reached 5 915 in Q4 2022 of which 3 554 are drivers. Quarterly average driver numbers both in the ITS and RCL segment increased by 40 and 35 compared to Q4 of last year. The increase is mainly driven by the new salary structure introduced in Q2, as a result of which the company currently does not struggle with driver shortages, therefore it can utilize the maximum capacity of its fleet.

Gross profit, EBITDA and EBIT

In the fourth quarter of 2022 recurring gross profit - excluding depreciation and amortisation - was flat compared to the same period of 2021, which means that the gross profit margin - with increasing revenue - decreased by 2.0% points. The quarterly gross profit reached EUR 30.9 million at a 18.2 % gross profit margin, while the annual gross profit reached EUR 130.2 million, which is a 3.9% increase on a year-on-year basis. The gross profit in the last quarter of 2022 in the ITS segment increased by EUR 2.8 million and was EUR 17.0 million, gross profit in the RCL segment increased by EUR 1.1 million at EUR 12.1 million while the Insurance segment generated EUR 3.0 million quarterly gross profit, a EUR 2.0 million decrease compared to Q4 2021.3 The quarterly year-on-year decrease of the gross profit in the Insurance segment was driven by a one-off positive impact of revaluating the reserves for insurance claims in the base period (Q4 2021) in the value of EUR 2.5 million.

Group level recurring EBITDA was EUR 21.0 million in Q4 2022, an 8.2% increase compared to Q4 2021, while year-to-date Group level EBITDA - as a result of 7.8% year-on-year increase - reached EUR 80 million. The EBITDA margin reached 12.4% during the year. The quarterly EBITDA increased by EUR 6.5 million in the ITS segment and compensated the EUR 2.2 million decrease in the RCL segment and the EUR 2.7 million decrease in the Insurance segment compared to the same period of the previous year. The increase of EBITDA in the ITS segment is partly the result of higher price increases - due to the increase in the complexity of the service portfolio -, compared to the impact of cost increases, while the fleet size and the total km didn't change materially. In addition, the quarterly EBIT performance of the ITS segment was also supported by a government subsidy for warehouse logistics investments in 2021 and 2022, which was awarded in 2020, of which EUR 1.9 million was recognised in Q4 2022, while it improved the full year 2022 result by EUR 2.7 million EUR. In addition, as in the previous year, the sale of the energy savings quota - available due to fleet consumption savings - in the EKR4 system was also recognised in the last quarter, resulting in an EBITDA improvement of EUR 2.8 m for the ITS segment. The decrease in the RCL segment EBITDA on an annual basis is due to a technical increase in indirect costs. The decrease in Insurance segment EBITDA is mainly due to the one-off positive impact in the base period described above.

Indirect costs decreased by EUR 1.6 million on Group level in Q4 2022 The decrease is due to the above-described items of income included in indirect costs (recognition of government subsidy and revenue linked to the EKR quota), which together represent a positive variation of EUR 3.1 million compared to the base period and offset the negative impact of inflation-driven cost increases.

Recurring EBIT increased by 5.6% in Q4 2022 compared to Q4 2021, reaching EUR 8.8 million, while Group level annual EBIT reached EUR 33.3 million, which is the Group's highest result since 2014. As a result of EUR 5.4 million increase, ITS segment quarterly EBIT reached 6.7 million, RCL segment's quarterly EBIT decreased by EUR 2.4 million to EUR 0.0 million while the EBIT of the Insurance segment reached EUR 2.2 million, which is a EUR 2.7 million year-on-year decrease. The quarterly decrease in EBIT in the RCL segment was due to the technical increase in indirect costs mentioned above, while the decrease in EBIT in the Insurance segment was due to a one-off positive impact in the base period. The annual EBIT performance of the segments was EUR 9.9 million (ITS), EUR 11.1 million (RCL) and EUR 12.3 million (Insurance). Group level D&A cost was EUR 12.2 million during the quarter.

Net income

Financial result showed EUR 0.5 million gain in the fourth quarter of 2022 which is a EUR 2.0 million improvement compared to the same period last year. The financial result mainly includes interest costs related to fleet leasing and the bond issued in April 2022, interest income on financial investments not related to insurance activities and other financial gains, mainly unrealised non-

1 The intersegment consolidation effect on gross profit level was EUR -1.3 million in Q4 2022.

4 Energy Efficiency Obligation Scheme ("Energiahatékonysági Kötelezettségi Rendszer")

cash financial gains from exchange rate movements. For 2022, the financial result showed a loss of EUR 11.4 million, of which EUR 4.0 million is related to unrealised non-cash financial losses due to the depreciation of the HUF against the EUR.

Tax expenses, which include corporate income tax as well as revenue-based local taxes and also non-cash deferred tax, amounted to EUR 1.4 million in the quarter, which is a EUR 0.5 million increase compared to the same period if the previous year.

Recurring net income reached EUR 7.8 million for the quarter, a EUR 1.9 million increase compared to same period of last year. The net income for 2022 was EUR 16.2 million, while the net income for the year excluding the non-realized, non-cash FX effect was EUR 20.2 million, an increase of EUR 2.9 million compared to 2021. Earnings per share for the fourth quarter of 2022 were 44 euro cents, while for 2022 full year, earnings per share reached 93 euro cents.

Group cash flow, debt, equity

Cash flow

|Cash Flow Statement (EUR mn)

12M 2022	12M 2021
Net cash flows from operations	26.8	50.8
of which: change in working capital	(51.7)	(15.4)
Net cash flows from investing and financing activities	5.0	(68.3)
Change in cash and cash equivalents	31.8	(17.5)
Free cash flow	35.6	0.7
CAPEX	(19.4)	(6.5)

During 2022 net cash flows from operations reached EUR 26.8 million, which is EUR 24 million lower compared to 2021. The lower operating cash flow was due to the higher financing requirement of the change in working capital (-EUR 36.3 million). The higher working capital needs are mainly due to changes in the balance sheet lines related to insurance activities, while the financing needs of the working capital elements related to trading activities (changes in trade payables and receivables) decreased by EUR 6.7 million. Operating cash flow before working capital changes showed an improvement of EUR 12.3 million in 2022 compared to the previous year.

Net cash flow from investing and financial activities showed a EUR 5.0 million cash inflow in 2022 compared to the cash outflow of EUR 68.3 million in the previous year. The cash flow from investing activities in 2022 was EUR -8.0 million and mainly included CAPEX expenditure of EUR 19.4 million and cash inflows related to the sale of vehicles of EUR 10.7 million. The main components of the financing cash flow are cash inflows related to the bond issuance of EUR111 million, loan repayments of EUR 44.7 million (which was one of the dedicated purposes of the bond issuance) and cash outflows related to lease financing of EUR 49.1 million.

Free cash flow, including cash flow from operations, investments and elements of fleet lease financing, reached EUR 35.6 million in 2022.

Debt

|Indebtedness figures (EUR mn)

31 December 2022	31 December 2021
Net financial indebtedness Net leverage ratio (recurring EBITDA multiple)	150.0 1.9	121.7 1.6

The Group's net financial indebtedness position at 31 December 2022 reached EUR 150.0 million, an increase of EUR 28.3 million compared to the end of the previous year. The increase in the net debt level - in line with previously communicated plans - is mainly due to execution of the fleet renewal project. The leasing related liabilities increased by EUR 21 million (with no significant change in fleet size) and several vehicles were purchased by cash in the value of EUR 10 million during 2022 (from the liquidity generated by the bond issuance)

Due to the higher net financial indebtedness, the net leverage ratio, a multiple of the last twelve months recurring EBITDA, increased from the 1.6x of 2021 yearend to 1.9x.

The Group has changed the method of calculating net financial indebtedness from Q4 2022. Waberer's has some of the proceeds of its recent bond issue in corporate bonds, pending utilising these for planned future capital expenditure. The Company plans to hold the bonds to maturity. These financial investments have been reclassified in the balance sheet to Non-current assets and