ALTEO Energy Services Public : Nyrt.’s Remuneration Policy for the 2024 year

ALTEO Nyrt.'s Remuneration Policy

Effective from: April 19, 2024

Remuneration Policy

established for the Directors of

ALTEO Nyrt.

- consolidated with the amendments adopted on April 19, 2024 -

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ALTEO Nyrt.'s Remuneration Policy

Effective from: April 19, 2024

1 Preamble

In respect of the Directors of ALTEO Energiaszolgáltató Nyilvánosan Működő Részvénytársaság (hereinafter: "ALTEO" or "Company"), the Company's Board of Directors acting within the competence of the General Meeting adopted the Company's remuneration policy that served legal compliance as specified below (hereinafter: "Original Remuneration Policy") with Resolution No. 10/2020. (IV.30.). This Original Remuneration Policy was amended by the Board of Directors, acting within the competence of the General Meeting, with its Resolution No. 6/2021. (IV.19.) and then by the General Meeting with its Resolution No. 12/2023. (IV.21.), in a consolidated structure. With a view to the fact that changes have occurred in respect of the members of the Company's Board of Directors and that remuneration policies affecting the Directors have been adopted under the Employee Share Ownership Program (hereinafter: "ESOP"), these material changes require the Original Remuneration Policy to be revised accordingly. This is the reason why this remuneration policy was drawn up (hereinafter: "Remuneration Policy").

Shareholders did not offer any comments or opinions when making the decisions to adopt the Original Remuneration Policy or the decisions to amend it. Furthermore, no comments or opinions were formulated by shareholders either in the Remuneration Report prepared on the basis of the Original Remuneration Policy and adopted by the General Meeting with its Resolution No. 9/2022 (IV. 19.) or the Remuneration Report adopted by the General Meeting with its Resolution No. 13/2023. (IV.21.) and, therefore, no comments or opinions had to be taken into consideration specifically during the review of this Remuneration Policy.

2 The objective of the Remuneration Policy

This Remuneration Policy established in respect of the directors of ALTEO serves 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").

The objective of this Remuneration Policy is

1. for the Company's shareholders to gain a clear, straightforward and comprehensive overview of the Company's remuneration principles applicable to officers defined as Directors below, enabling them, based on this, to make an informed decision regarding the Remuneration Policy at the Company's General Meeting;
2. to contribute to the business strategy, long-term interests and sustainability of the Company;
3. to ensure that the performance of officers defined as Directors below is assessed using both financial and non-financial performance criteria, including, where appropriate, environmental, social and governance factors.

3 Principles

ALTEO finds it essential that the principles of remuneration provided to directors are in line with the strategy of ALTEO and its subsidiaries as defined in Section 3 (2) 2) of Act C of 2000 on Accounting (hereinafter: "Accounting Act") (ALTEO and its subsidiaries hereinafter collectively referred to as: "ALTEO Group"). By way of its Remuneration Policy, ALTEO provides benefits to its directors that are competitive relative to the situation of the Hungarian labor market, thereby encouraging and incentivizing them to accomplish the long-term strategic objectives and those set out in the business plans. ALTEO uses a share award scheme to ensure that the interests of Directors are aligned with those of shareholders, that key personnel are committed to the Company and focused on long-term value- creation. The Company also recognizes the accomplishment of objectives in a pecuniary fashion, however, in absence of such accomplishments the value of variable incentives may also be zero.

The benefit structure established on the basis of this Remuneration Policy and the payments made based thereon contribute to the Company's business strategy, long-term interest and sustainability by increasing the vested interest of Directors in long-termvalue-creation established through long-term strategic objectives generally characteristic of the energy industry and by way of projects with decade- long durations, and thereby maximizing their commitment to ALTEO.

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ALTEO Nyrt.'s Remuneration Policy

Effective from: April 19, 2024

In the context of drawing up the Remuneration Policy, the Company took the salaries and employment conditions of its employees into consideration by ensuring that the principles of liability assumption and fairness are enforced in equal measure.

4 The scope of the Remuneration Policy

The entry into force of this Remuneration Policy is subject to its approval by the General Meeting of the Company through an advisory vote. This Remuneration Policy was drawn up for the ordinary session of the General Meeting convened for April 19, 2024 for the reasons detailed in the Background Section. If adopted by the General Meeting, it will enter into force without delay by the passing of the resolution, and will remain in force until the decision of the General Meeting stipulating otherwise, but for not more than three (3) years.

The personal scope of this Remuneration Policy extends to Directors as defined in Section 2(2) of the Act, who as per the Company's interpretation at the time of the adoption of this Remuneration Policy shall include the members of ALTEO's Board of Directors (BoD) or Supervisory Board (SB), as well as the Chief Executive Officer and the executive employees acting as Deputy CEOs, provided they are not members of the Board of Directors or Supervisory Board (hereinafter generally referred to as: "Director" or "Directors").

The provisions of this Remuneration Policy must be applied to the consideration provided by the Company to the Director in respect of their employment relationship, agency relationship or any other legal relationship aimed at the performance of work with the Company, including in particular the provision of wage, honorarium, reward, other pecuniary and non-pecuniary benefits, cost reimbursements, securities and other intangible property rights.

5 Remuneration Committee

ALTEO has no remuneration committee in place; tasks related to remuneration are performed by the Board of Directors and, in certain cases, by the CEO.

6 Explanations facilitating interpretation

The list of Directors (without names) and their status, aiming to help the interpretation of the Remuneration Policy, are contained in Appendix 1.

For the purposes of this Remuneration Policy, 'base wage' shall mean the gross amount of the base wage as defined in Act I of 2012 on the Labor Code (hereinafter: "Labor Code"), and all benefit elements that are based on the base wage are incurred as gross amount costs at ALTEO but, after deduction of the taxes and contributions, the Director shall receive the remaining net amount.

Where the Remuneration Policy refers to shares or share award, this refers to ordinary dematerialized series 'A' ALTEO shares issued by ALTEO with a face value of HUF 12.5 with ISIN identifier HU0000155726, or the transfer of title to such shares.

7 Overview of the remuneration of Directors

Members of the Board of Directors receive an equal amount of honorarium, while the honorarium of the Chair and the Deputy Chair of the Board of Directors may only exceed the honorarium of regular members by 30% and 20% at the most, respectively. Pursuant to Article 13 of the Company's Articles of Association, of the members of the Board of Directors, the Chief Executive Officer and members of the Board of Directors who are in an employment relationship with the Company qualify as executive members. Only executive members of the Board of Directors are tasked with preparing and implementing the decisions of the Board of Directors and the operative governance of the Company. Non-executive members of the Board of Directors are entitled to form a committee in accordance with the rules of procedure. Members of the Board of Directors receive an honorarium, the amount of which is determined by the General Meeting in a resolution. Beyond the honorarium, all executive members of the Board of Directors receives compensation elements as set out in their employment contract.

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ALTEO Nyrt.'s Remuneration Policy

Effective from: April 19, 2024

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

Name of	Description of remuneration element	Body/person
remuneration		authorized to
element		establish
		remuneration
Honorarium as a	The fixed-amount gross agency fee determined by the	General
fixed remuneration	General Meeting concurrently with the appointment of the	Meeting
element	BoD member, which may be determined as installments
	payable monthly, quarterly or annually, and which serves
	as consideration for the tasks accompanying BoD
	membership. The honorarium must be set in an amount that
	is suitable to allow for the appointment of persons with
	skills and experience required for BoD membership, and
	which makes the acceptance of the position appealing.
	The General Meeting is entitled to review the honorarium
	at its own discretion during members' term. The agency fee
	is adjusted each year in accordance with the rate of the
	minimum wage increase applicable for the fiscal year in
	question, by applying the rules of rounding to 5,000 to
	determine the specific value.
Variable fee	Non-executive BoD members receive no benefits, rewards	General
elements, rewards	tied to the achievement of specific targets.	Meeting
Share award	As per Section 8 of this Remuneration Policy.	General
		Meeting
Reimbursement of	No pre-defined cost reimbursement budget is available for	General
costs	non-executive BoD members, but at the same time, ALTEO	Meeting
	reimburses necessary costs to a reasonable extent (e.g. travel
	and accommodation costs) that are incurred during the
	fulfillment of the obligations linked to BoD membership.
Other benefits	Non-executive BoD members are not beneficiaries of	General
	ALTEO's pension and health insurance program and	Meeting
	receive no other additional benefits.

7.2 Remuneration provided to the executive member of the Board of Directors

The executive member of the Board of Directors is also in an employment relationship with the Company and qualifies as an executive employee as per the Labor Code. The terms of the two legal relationships have been determined in view of one another, however, may be terminated or - following the appropriate legal act - amended independently of one another.

7.2.1 Benefits due on the basis of the agency relationship, in view of Board of Directors membership

Name of	Description of remuneration element	Body/person
remuneration		authorized to
element		establish
		remuneration
Honorarium as a	As per the terms specified for non-executive BoD members.	General
fixed remuneration		Meeting
element
Share award	As per Section 8 of this Remuneration Policy.	General
		Meeting

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ALTEO Nyrt.'s Remuneration PolicyEffective from: April 19, 2024

Name of	Description of remuneration element	Body/person
remuneration		authorized to
element		establish
		remuneration
Reimbursement of	No pre-defined cost reimbursement budget is available for	General
costs	the executive member of the BoD, but at the same time,	Meeting
	ALTEO reimburses necessary costs to a reasonable extent
	(e.g. travel and accommodation costs) that are incurred
	during the fulfillment of the obligations linked to BoD
	membership.

7.2.2 Benefits due based on the employment contract concluded with the Company

Name of	Description of remuneration	Body/person authorized to
remuneration	element	establish remuneration
element

Base wage and	The wage of BoD members
other wage	corresponding to their position at the
supplements, fees	Company qualifies as a fixed benefit.
due pursuant to the	The base wage must be determined
Labor Code	on a market basis and at competitive
	levels, to ensure that it is suitable to
	attract and retain workforce with the
	skills and experience required for the
	performance of the task. The base
	wage is reviewed annually, between
	February and April, with any changes
	entering into force retroactively from
	the start of the calendar year. Such
	amendments are impacted by the
	performance of the individual and the
	business line falling under their scope
	of responsibility, the wage policy
	relating to all employees (general
	wage hike or restructuring), as well
	as comparative data (in particular
	wage data of companies and
	competitors listed on the BSE, that
	are of a size and market capitalization
	similar to ALTEO, or of a similar
	profile active in the industry).

The base wage is determined by the body exercising employer's rights, based on negotiations conducted with the employee.

Short-termThe short-term incentive benefit is incentive benefit as calculated on the basis of the base

a variable benefit wage of the Director paid in a given

elementcalendar year, with the maximum of the applicable rate set at 130% thereof. Further details are provided in Section 8 of this Remuneration Policy.

The Board of Directors adopts the remuneration policy for the short- term incentive benefit, including the conditions for eligibility. Whether or not such conditions are met is determined by the management of the ALTEO Employee Share Ownership Program Organization (hereinafter: "ESOP Organization") on the basis of information provided by the Company. In addition, the Director and the body exercising employer's rights over the Director in the name of the Company enter into a separate

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ALTEO Nyrt.'s Remuneration PolicyEffective from: April 19, 2024

Name of	Description of remuneration	Body/person authorized to
remuneration	element	establish remuneration
element
		performance evaluation agreement in
		accordance with the applicable
		internal policy, which allows for the
		adjustment of the remuneration in
		line with the remuneration policy.
		Evaluation and payment are governed
		by the applicable remuneration policy
		adopted by the Board of Directors of
		the Company and the effective
		Articles of Association of the ESOP
		Organization.
Share award	As per Section 8 of this Remuneration	General Meeting
	Policy.

Extraordinary	Provided in the case of the outstanding
reward	performance of the Director, based
	on the decision of the person exercising
	employer's rights, up to 100% of the
	Director's annual base salary.

The body exercising employer's rights over the Director in the name of the Company.

Cafeteria	An amount corresponding	to the
	Cafeteria policy uniformly	applied

in respect of all of the Company's employees, but 5% of the base wage of the Director paid in a given calendar year at the most.

In line with the Company's applicable policy, which the CEO determines uniformly in respect of all employees of the Company.

Pension	Voluntary pension fund contribution,	In line with the Company's applicable
	the rate of which is 6% of the base	policy, which the CEO determines
	wage and which is paid by the	uniformly in respect of all employees
	Company on a monthly basis.	of the Company.
Health and accident	An amount corresponding to the	In line with the Company's applicable
insurance	insurance policy uniformly applied in	policy, which the CEO determines in
	respect of all of the Company's	respect of the executive BoD member
	executive employees, but 5% of the	of the Company.
	base wage of the Director paid in a
	given fiscal year at the most.

Company car use, To its executive BoD member,

fuel costALTEO ensures the use of a vehicle

reimbursement with a value and trim level corresponding to their office and position. In the case of vehicles owned by ALTEO, the purchase price or rental/leasing fee, maintenance costs and fuel costs thereof are recognized under this benefit type. The value of benefits involving vehicle use may not exceed 30% of the annual base wage. The use of such vehicles for private purposes is permitted.

In line with the Company's applicable policy, which the CEO determines in respect of all employees of the Company in a differentiated manner for the respective positions.

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ALTEO Nyrt.'s Remuneration PolicyEffective from: April 19, 2024

Name of	Description of remuneration	Body/person authorized to
remuneration	element	establish remuneration
element

Other low-value ALTEO provides Directors with

benefitsmobile phones and laptops for use, which - with applicable IT and security regulations observed - may also be used for private purposes and, furthermore, Directors may also be beneficiaries of benefits provided to a wider range of employees (e.g. Santa Claus packages, participation at Family Days, etc.). The aggregate value of other benefits may not exceed 5% of the Director's annual base wage.

In line with the Company's applicable policies, which the CEO determines in respect of all employees of the Company in a differentiated manner for the respective positions.

7.3 Remuneration provided to members of the Supervisory Board

Members of the Supervisory Board of the Company perform their functions under an agency agreement and are elected by the General Meeting for a fixed term. Members of the Supervisory Board receive an equal amount of honorarium, but the honorarium of the Chair of the Supervisory Board may only exceed the honorarium of regular members by 30% at the most.

Name of	Description of remuneration element	Body/person
remuneration		authorized to
element		establish
		remuneration
Honorarium as a	The fixed-amount gross agency fee determined by the	General Meeting
fixed remuneration	General Meeting concurrently with the appointment of
element	the SB member, which may be determined as
	installments payable monthly, quarterly or annually, and
	which serves as consideration for the tasks accompanying
	SB membership. The honorarium must be set in an
	amount that is suitable to allow for the appointment of
	persons with skills and experience required for SB
	membership, and which makes the acceptance of the
	position appealing. The General Meeting is entitled to
	review the honorarium at its own discretion during
	members' term. The agency fee is adjusted each year in
	accordance with the rate of the minimum wage increase
	applicable for the fiscal year in question, by applying the
	rules of rounding to 5,000 to determine the specific value.
Variable fee	Members of the SB receive no benefits, rewards tied to	General Meeting
elements, rewards	the achievement of specific targets.
Share award	Members of the SB are not awarded shares.	General Meeting
Reimbursement of	No pre-defined cost reimbursement budget is available	General Meeting
costs	for SB members, but at the same time, ALTEO reimburses
	necessary costs to a reasonable extent (e.g. travel and
	accommodation costs) that are incurred during the
	fulfillment of the obligations linked to SB membership.

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ALTEO Nyrt.'s Remuneration PolicyEffective from: April 19, 2024

Name of	Description of remuneration element	Body/person
remuneration		authorized to
element		establish
		remuneration
Other benefits	SB members are not beneficiaries of ALTEO's pension	General Meeting
	and health insurance program and receive no other
	additional benefits.

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

Among Directors, key personnel that are involved in the Company's operative governance but are not members of elected executive (BoD) or supervisory (SB) bodies, are employed by ALTEO as executive employees, with their legal relationship subject to the provisions of the Labor Code.

Name of	Description of remuneration element	Body/person authorized to
remuneration		establish remuneration
element

Base wage and	The wage of the Director corresponding
other wage	to their position at the Company qualifies
supplements, fees	as a fixed benefit. The base wage must be
due pursuant to the	determined on a market basis and at
Labor Code	competitive levels, to ensure that it is
	suitable to attract and retain workforce
	with the skills and experience required for
	the performance of the task. The base wage
	is reviewed annually, between February
	and April, with any changes entering into
	force retroactively for the calendar year.
	Such amendments are impacted by the
	performance of the individual and the
	business line falling under their scope of
	responsibility, the wage policy relating to
	all employees (general wage hike or
	restructuring), as well as comparative
	data (in particular wage data of
	companies and competitors listed on the
	BSE, that are of a size and market
	capitalization similar to ALTEO, or of
	a similar profile active in the industry).

The base wage is determined by the exerciser of employer's rights, based on negotiations conducted with the employee.

Short-term	The short-term incentive benefit is
incentive as a	calculated on the basis of the base wage
variable benefit	of the Director paid in a given calendar
element	year, with the maximum of the applicable
	rate set at 130% thereof. Further details
	are provided in Section 8 of this
	Remuneration Policy.

The Board of Directors adopts the remuneration policy for the short-term incentive benefit, including the conditions for eligibility. Whether or not such conditions are met is determined by the management of the ESOP Organization on the basis of information provided by the Company. In addition, the Director and the person exercising the employer's rights over the Director in the name of the Company enter into a separate performance evaluation

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ALTEO Nyrt.'s Remuneration PolicyEffective from: April 19, 2024

Name of	Description of remuneration element	Body/person authorized to
remuneration		establish remuneration
element
		agreement in accordance with the
		applicable internal policy, which
		allows for the adjustment of the
		remuneration in line with the
		remuneration policy. Evaluation
		and payment are governed by the
		applicable	remuneration policy
		adopted by the Board of Directors
		of the Company and the effective
		Articles of Association of the
		ESOP Organization.
Extraordinary	Provided in the case of the outstanding	The person exercising employer's
reward	performance of the Director, based on the	rights over the Director in the
	decision of the person exercising	name of the Company.
	employer's rights, up to 100% of the
	Director's annual base salary.
Share award	As per Section 8 of this Remuneration	The person exercising employer's
	Policy.	rights over the Director in the
		name of the Company.
Cafeteria	An amount corresponding to the Cafeteria	In line with the Company's
	policy uniformly applied in respect of all	applicable policy, which the CEO
	of the Company's employees, but 5% of	determines uniformly in respect
	the base wage of the Director paid in a	of all employees of the Company.
	given fiscal year at the most.
Pension	Voluntary pension fund contribution, the	In line with the Company's
	rate of which is 6% of the annual base	applicable policy, which the CEO
	wage and which is paid by the Company	determines uniformly in respect
	on a monthly basis.	of all employees of the Company.
Health and accident	An amount corresponding to the insurance	In line with the Company's
insurance	policy uniformly applied in respect of all	applicable	policy,	which	the
	of the Company's executive employees,	CEO determines	uniformly	in
	but 5% of the base wage of the Director	respect of the executive employees
	paid in a given calendar year at the most.	of the Company.
Employer loan	May be provided subject to individual	The person exercising employer's
	agreements, at market conditions.	rights over the Director in the
		name of the Company.
Company car use,	ALTEO ensures the use of vehicles to its	In line with the Company's
fuel cost	executive employees with a value and	applicable policy, which the CEO
reimbursement	trim level corresponding to their respective	determines in respect of all
	office and position. In the case of vehicles	employees of the Company in
	owned by ALTEO, the purchase price or	a differentiated manner for	the
	rental/leasing fee, maintenance costs and	respective positions.
	fuel costs thereof are recognized under
	this benefit type. The value of benefits
	involving vehicle use may not exceed

30% of the gross annual base wage. The use of such vehicles for private purposes is permitted.

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ALTEO Nyrt.'s Remuneration PolicyEffective from: April 19, 2024

Name of	Description of remuneration element	Body/person authorized to
remuneration		establish remuneration
element

Other benefits ALTEO provides Directors with mobile phones and laptops for use, which - with applicable IT and security regulations observed - may also be used for private purposes and, furthermore, Directors may also be beneficiaries of benefits provided to a wider range of employees (e.g. Santa Claus packages, participation at Family Days, etc.). The aggregate value of other benefits may not exceed 5% of the Director's annual base wage.

In line with the Company's applicable policy, which the CEO determines in respect of all employees of the Company in a differentiated manner for the respective positions.

7.5 Material terms and conditions of contracts concluded with Directors pertaining to the performance of work or functions

Contractual term	Policy applied
Term	The agency agreement of BoD and SB members has a fixed term of five years
	at the most. As a general rule, the expiry of the term of subsequently elected
	BoD and SB members is aligned with the end of the term of the previously
	elected members, meaning that the term of all members expires at the same
	time, however, the General Meeting may decide to deviate from this in
	individual cases, i.e. to appoint subsequently elected BoD and SB members
	for a different term than the previously elected members. The employment
	contract of Directors (also) employed under an employment relationship has
	an indefinite term.
Rules pertaining to	The Company has no program in place relating to early retirement.
supplementary	The Company pays the voluntary pension fund contribution specified herein
pension or early	to the benefit of Directors employed under an employment relationship.
retirement
Notice period, and	The contract of BoD and SB members is terminated in the cases specified in
the terms of	Section 3:25 of the Civil Code. The General Meeting is entitled to recall such
contract	persons, even with immediate effect. BoD and SB members may resign from
termination	their position at any time, but if the operation of the Company so demands,
	such resignation will not become effective until the designation or appointment
	of the new executive officer, or in the absence thereof, the 60th day following
	the communication of such resignation at the latest.
	The employment contract of Directors (also) employed in the framework of
	an employment relationship may be terminated pursuant to the provisions of
	the Labor Code with the stipulation of a notice period of two (2) months at
	the least and six (6) months at the most, which is uniformly applicable to
	cases of termination by either the Director or the Company.
Payments due in	Departure from the provisions of the Labor Code on severance pay in the
the event of	employment contracts of Directors (also) employed under an employment
termination of	relationship is only possible to the benefit of the Director. In the agreement
contract	concluded in the employment contract in respect of the amount of severance
	pay, the Company may take into account the Director's service time at
	the Company's affiliated companies as per Section 3(2)7) of the Accounting
	Act, their age, labor market situation and personal circumstances, however,
	the severance pay payable to the Director based on the employment contract

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