Zwack Unicum : CG Declaration

REPORT

RELATING TO THE CORPORATE GOVERNANCE ON THE BASIS OF THE CORPORATE GOVERNANCE RECOMMENDATIONS PUBLISHED BY THE BUDAPEST STOCK EXCHANGE

On the basis Corporate Governance Recommendations published by the Budapest Stock Exchange (the "Recommendations"), the Supervisory Board of Zwack Unicum Nyrt. (the "Company") by its resolution dated May 25, 2023 approved the following report made by the Board of Directors in the name of the Company.

The Annual General Meeting of the Company held on June 28, 2023 by its resolution no. 5/28.06.2023 approved the following report.

DISCLOSURE ON CORPORATE GOVERNANCE

1.1 A brief presentation of the operation of the Board of Directors and the management

1.1.1 The operation of the Board of Directors

The members of the Board of Directors shall be elected by the Shareholders Meeting in accordance with the proposal of the shareholders for a period of maximum four years. The Chairman and the Vice-Chairman of the Board of Directors are elected by and from among the members of the Board of Directors for a period of four (4) years. If the Chairman of the Board of Directors would be unable to execute his function, the responsibility to act as the Chairman of the Board of Directors shall be automatically transferred to the Vice-Chairman of the Board of Directors.

The Chairman of the Board of Directors is obliged to call the meetings of the Board of Directors and to organize and direct the continuous activities of the work organization of the Company.

The Board of Directors shall hold ordinary meetings at least once every quarter. The meeting of the Board of Directors is convoked by the Chairman of the Board of Directors and in case of unavailability, by the Vice-Chairman of the Board of Directors. The Chairman of the Board of Directors is also obliged to convoke the meeting of the Board of Directors if so required by two

(2) members jointly with a statement regarding the reason and purpose of said request.

With the exception of a closed meeting, the members of the Supervisory Board and also the persons invited by the Board of Directors may take part in the meeting of the Board of Directors as consultants. The Board of Directors may also have closed (in camera) sessions, or discuss selected items on the agenda at closed sessions. A closed meeting shall be held at the request of any Director.

The Board of Directors has a quorum if six-seventh (6/7) of the board members are present. The propositions and resolutions of the Board of Directors shall be brought with a simple majority of the votes of the board members present, except if otherwise provided by the Rules of Operation of the Board of Directors. Minutes have to be kept regarding the meeting of the Board of Directors, which shall contain a list of those present, the deliberations regarding the issues of the agenda, the results of the votes and the decisions.

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The Board of Directors may pass resolutions without any or all Board members being physically present at the Meeting of the Board of Directors, by way of using electronic communications devices.

The tasks and competences of the Board of Directors are defined by the applicable legal regulations, the Statutes of the Company (available at www.zwack.hu) and its Rules of Operation, accepted by itself.

1.1.2 The distribution of responsibilities and tasks between the Executive Board / Board of Directors and the management

The Board of Directors shall appoint a General Manager from among the directors or the employees, for such period of time and under such terms as it deems fit. The Board of Directors may revoke such appointment at any time.

The General Manager, within his scope of employment, shall be responsible for the administration of the Work Organization of the Company, and shall exercise the employer's rights in respect of the employees of the Company. The General Manager shall be entitled to delegate his power to exercise the employer's rights in respect of employees of a given department to the employee in charge of that department, except for the employer's rights in respect of employees in executive positions.

The General Manager shall have the powers to decide in matters relating to the day-to-day operations of the Company. The competence of the General Manager shall be determined by the Rules of Operation of the Company approved by the Board of Directors.

1.2. An introduction of the Board of Directors, Supervisory Board and management

1.2.1 The Board of Directors

The Board of Directors of the Company actually consists of seven (7) members. The Chairman of the Board of Directors is Mr. Sándor Zwack, the Deputy Chairman is Mr. Wolfgang Spiller. The list of the members of the Board of Directors, their presentation and the data related to their independency status are available at the homepage of the Company (https://zwackunicum.hu/en/befektetoknek/testulet-es-menedzsment/).

1.2.2 The Supervisory Board

The Supervisory Board of the Company actually consists of six (6) members. The Chair of the Supervisory Board is Dr. Hubertine Underberg-Ruder, its Deputy Chair is Thomas Mempel. The list of the members of the Supervisory Board, their presentation and the data related to their independency status are available at the homepage of the Company (https://zwackunicum.hu/en/befektetoknek/testulet-es-menedzsment/).

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1.2.3 The Management

The list of the members of the management and their presentation are available at the homepage of the Company (www.zwack.hu).

1.3. Specifying the number of the meetings of the Board of Directors, Supervisory Boardheld in the given period

1.3.1 The Board of Directors

The Board of Directors, during the past 2022-2023 business year, had seven (7) meetings, with an average attendance of 96%.

1.3.2 The Supervisory Board

The Supervisory Board, during the past 2022-2023 business year, had three (3) meetings, with an average attendance of 94%.

1.4. A presentation of the work done by the Board of Directors, the Supervisory Board and the management (Remuneration Policy / Remuneration Report)

1.4.1 Remuneration Policy

The Board of Directors - based on the rules of the Decree - acting in the competence of the General Meeting on June 25, 2020, in compliance with the obligations pursuant to the Act LXVII of 2019 on the encouragement of long-term shareholder engagement and the modification of certain legal acts for harmonization of the law (the "ShRD Act"), AGM - in its advisory competence - approved the remuneration policy concerning the directors of the Company ("Remuneration Policy").

The personal scope of the Remuneration Policy shall extend to the following persons:

1. members of the Company's Board of Directors;
2. members of the Company's Supervisory Board;
3. the CEO of the Company; and
4. the Deputy CEO.

The Remuneration Policy is applicable for a period of 4 years from the date of its approval.

The Remuneration Policy, in line with the rules of ShRD Act contains:

1. the principles and objectives of the Remuneration Policy, its implementation;
2. the rules on the personal and temporal scope of the Remuneration Policy;
3. the rules on the fixed remuneration of the members of the Board of Directors and of the Supervisory Board;

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(d) the rules on the remuneration of the Company's chief executive officer, the deputy

chief executive officer and of the members of the Board of Directors and the Supervisory Board having an employment or other relationship with the Company, including:

1. • the fixed and (performance dependent) variable elements of the remuneration, and their relative proportions;
   • deferral period, recovery;
   • other conditions of the labor contracts.
2. the rules on Deviation from the Remuneration Policy; and
3. the rules on decision‐making process regarding the Remuneration Policy.

The Remuneration Policy is available at the website of the Company (https://zwackunicum.hu/en/befektetoknek/).

1.4.2 Evaluation of members of the management not falling under the scope of the Remuneration Policy

The Board of Directors of the Company constantly evaluates the work of the members of the management not falling under the scope of the Remuneration Policy and also prepares a yearly evaluation.

1.4.3 Remuneration Report

The remuneration report prepared pursuant to the Remuneration Policy of the Company and to be approved by the Company at its 2023 annual general meeting will be available at the homepage of the Company after its approval (https://zwackunicum.hu/en/befektetoknek).

1.5. A report on the operation of each committee

1.5.1 The Supervisory Board

The presentation of the members of the Supervisory Board is included in Section 1.2.2 above, the number of the meetings held and the attendance rate are included is Section 1.3.2 above and the duration of the appointment of the members of the Supervisory Board is presented in the Interim management reports published at the homepage of the Company (https://zwackunicum.hu/en/befektetoknek/).

In the business year 2022-2023, the Supervisory Board discussed the following major topics:

1. Examination of all the reports, overviews and documents related to the operation of the Company and its various bodies, departments and mechanisms as set forth in the Statutes of the Company and other corporate documents, including the preparation of the respective reports;
2. Remuneration issues;
3. Issues related to the Annual General Meeting of the Company;
4. Effect of the energy crisis and the war on the operation of the Company.

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