OPUS GLOBAL Nyrt.

Corporate Governance Report

and

Statement on corporate governance practice

in accordance with the Corporate Governance Recommendations issued by the

Budapest Stock Exchange (8 December 2020)

The General Meeting of OPUS GLOBAL Nyilvánosan Működő Részvénytársaság (1062 Budapest, Andrássy út 59., company registration number 01- 10- 042533) (Company), with Resolution No. 4/2024. (04.24.) and approved by the Resolution of the General Meeting, shall make the below statement and provide the below information on behalf of the Company in connection with Corporate Governance:

General remarks

The main activities of OPUS GLOBAL Nyrt., where significant investments are made (divisions), are industry, food industry, tourism and energy, and additionally it also performs asset management activities. The purpose of the consolidation is the joint presentation of data related to the entirety of the business, as their effects may differ regarding the Group from the data indicated in the separate reports.

Bodies of OPUS GLOBAL Nyrt.: General Meeting, Board of Directors, Supervisory Board, Audit Committee, Remuneration and Appointment Committee, Management made up of the Chief Executive Officer and the Deputy CEO, which along with the heads of certain divisions perform the duties of decision preparation and operative decision-making in accordance with the effective laws and internal regulations - primarily the Organisational and Operational Regulations.

1. Board of Directors and Committees

The management body of the Company is the Board of Directors.

In addition to the Board of Directors, the General Meeting also decided to set up an Audit Committee and a Supervisory Board.

1.1 Brief introduction of the operation of the Board of Directors, and the distribution of responsibilities and tasks between the Board of Directors and the Management.

The management body of the Company is the Board of Directors. The Board of Directors shall act as a body, in accordance with the Order of Procedures of the Board of Directors. The Board of Directors has at least 3 (three), at most 7 (seven) natural person members. The members of the Board of Directors are nominated by the General Meeting for 5 (five) years - unless otherwise specified. The Board of Directors shall elect its Chair and Vice-Chair(s) from among its own members. If the members of the Board of Directors are changed, or new members are added, the assignment of the new members shall last until the date of the assignment of the original members. In the scope of the internal operation, the Board of Directors shall expressly

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aim at assigning members, who are experts in the fields where the Company's divisions are operated, knowing the strategic areas of such fields, as well as acknowledged experts experienced in the financial and capital market and/or the business sphere.

The members may at any time be removed, or re-elected after the expiration of their term.

The Board of Directors shall:

  1. bear responsibility for all decisions made by the Governing Body or under powers delegated by it in the scope of operations of the Company,
  2. make a decision on the increase of the registered capital based on the relevant authorisation given by the General Meeting, which shall both entitle and oblige the Board of Directors to make decisions related to the increase of the registered capital, including the necessary amendments of the Articles of Association,
  3. defines the main directions of the management of the Company, and the business, strategic and development concept of the Company;
  4. establish the Company's organisational and operational rules of procedure,
  5. provide for the preparation of the Company's balance sheet and asset report, submit the accounts prepared in accordance with the accounting act and the corporate governance report, to the General Meeting and make a proposal for the division of profits,
  6. disclosed the Company's balance sheet, financial statements and reports to be published and, if necessary, submit them to the Companies Court, and fulfil the Company's disclosure obligations under the Act with respect to its publicly issued shares,
  7. provide for the proper keeping of the Company's books and share book,
  8. prepare a report at least on an annual basis, to the General Meeting, on the Company's management, financials and business policy,
  9. decide on new borrowings and commitments, if the value of the commitment exceeds HUF 500,000,000, i.e. five hundred million Hungarian Forints, provided that this provision shall not affect borrowings and commitments which do not increase the amount of the liabilities of the Company, and decide on any encumbrance of any assets or property of the Company, the provision of guarantees, sureties or other security,
  10. decide on the disposal of assets, rights or other shares in the Company, if their book value exceeds HUF 500,000,000, -, i.e. five hundred million Hungarian Forints,
  11. decide on the establishment of a company, a cooperative, the acquisition of shares in another company, if the book value of the latter exceeds HUF 500,000,000, -, i.e. five hundred million Hungarian Forints;
  12. decide on the increase or replacement of the Company's fixed assets (investment), if the book value of such assets exceeds HUF 500,000,000,000, -, i.e. five hundred million Hungarian Forints,
  13. decide on the sale or lease of real estate or other tangible assets of the Company, if their book value exceeds HUF 500,000,000, -, i.e. five hundred million Hungarian Forints;
  14. make decision on the issue of securities - except for the issue of securities that fall in the scope of the General Meeting's authority -, specifying the method of issue, rights vested in the security, maturity of the security, and the condition of redemption,

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  1. make decision on all matters, and perform all duties, which in accordance with the Civil Code or other legal provision not allowing exemption, the Articles of Association and the General Meeting, fall in the scope of authority of and are to be performed by the Board of Directors,
  2. decide on any other matters referred to in Article 10.4. the transaction value of which exceeds HUF 500,000,000, -, i.e. five hundred million Hungarian Forints, with the provision that the value of all legal transactions to be concluded within one financial year on the same subject shall be aggregated for the purpose of determining the value limit, and the value of all legal transactions to be concluded with the same person within one financial year shall be aggregated irrespective of the subject of the legal transaction, and, in the case of a fixed-term contract concluded for several years, the amount to be taken into account in determining the value limit shall be the amount pertaining to the whole duration of the legal transaction in question, whereas in the case of a legal transaction concluded for an indefinite period, the value to be taken into account shall be the value of the commitment in question calculated over a period of 12 (twelve) months;
  3. the right to appoint a person to the position of Chief Executive Officer, even from among the members of the Board of Directors, and to exercise the basic powers of an employer ( establishment and termination of employment, determination of basic salary and extraordinary bonus) in respect of the duties of Chief Executive Officer,
  4. in the event of a vacancy in the post of Chief Executive Officer, to exercise the powers of the Chief Executive Officer until the appointment of a new Chief Executive Officer and, in the event of unjustified and/or unreasonable delay on the part of the Chief Executive Officer, to delegate to the Chief Executive Officer, by a decision taken by a majority of at least three-quarters of the votes cast, the decision on any matter falling within his/her competence,
  5. decide on the transfer or withdrawal of the right of corporate signature to the Company's employees, in accordance with Article 16.2 of the Articles of Association (excluding, mutatis mutandis, where the right to register ceases to exist as a result of the termination or cessation of employment),
  6. establish and adopt the rules of procedure of the Board of Directors in accordance with these Articles of Association.

The Board of Directors may take decisions by holding a meeting (including a meeting using electronic means of communication) or by written decision (without a meeting). The Board of Directors shall be summoned by the Chairperson. The meetings of the Board of Directors (in case of a written proposal, the relevant decision) may be requested by the Company's management - by way of a justified written proposal submitted to the Chairperson of the Board of Directors - introducing the relevant reasons and purposes. The Chairperson of the Board of Directors shall make a decision on the meeting of the Board of Directors (written voting) at short notice.

The preparation of the proposals of the Board of Directors, decision on written voting, and the authentic documentation of the cast votes shall fall in the scope of authority of the Corporate Management Director, or if he/she is indisposed, the CEO.

The meeting, in principle, shall be summoned in writing at least 3 (three) days in advance, specifying the agenda, location, date and time. In special cases, the meeting may be

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summoned in 3 (three) days by way of telefax/telephone. E-mail is also considered a written invitation.

Every member is entitled to request the summoning of a meeting of the Board of Directors from the Chairperson of the Board of Directors specifying the reason and purpose. The request is not subject to any form, and may be directly submitted to the Chairperson of the Board of Directors, and the preparation of the proposal in compliance with the requirements on form and content may also be requested from the Corporate Governance Director/Deputy, who, with regard to such requests, shall immediately take measures to submit the same to the Chairperson of the Board of Directors for the purpose of a decision to be made by the Board of Directors. In such a case, the Chairperson of the Board of Directors shall be obliged to summon the meeting of the Board of Directors in 14 (fourteen) days from the submission of the written proposal.

The Chairperson of the Board of Directors shall be obliged to prepare the meeting of the Board of Directors. The Chairperson of the Board of Directors shall perform his/her duties with the operative support from the Management (CEO, Corporate Governance Director).

The meetings shall be chaired by the Chairperson (the chair of the meeting), who is entitled to involve the Management or invite experts in connection with the proposals. The meeting of the Board of Directors is considered to have a quorum, if at least half of the members are present. The Board of Directors shall take its decisions by a simple majority of its members, except in the case provided for in point 10.4. s) of the Articles of Association. Minutes shall be taken of the meetings of the Board of Directors.

The members of the Board of Directors shall act as generally expected from persons holding such positions. They shall be held liable for the damages caused to the Company by the culpable violation of their obligations in accordance with the rules of civil law. The members of the Board of Directors, who did not take part in, or voted against the decision shall not be held liable. The responsibility of the executive may not be excluded or limited in the event of wilful damage.

In other cases, the responsibility of the executive shall be related to the damage foreseeable upon appointment, if unjustified risks were taken by the same in the name of the Company, which exceeds the level of natural risk-taking that is general in a market economy.

The amount of compensation shall be equal to the amount of the damage caused to the Company's existing assets, but may not be more than the sum of the annual - 1 (one) yearly - salaries of the executives involved in the compensation. The executives supporting the damaging measure or resolution shall be universally responsible for the payment of the compensation.

1.2 Introduction of members of the Board of Directors, Supervisory Board and management (for board members, also indicating each member's status of independence).

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Members of the Board of Directors of the Company between 03.05.2022 and 03.05.2027:

  • József Vida, the Chairperson of the Board of Directors
  • Dr. Koppány Tibor Lélfai
  • Szabolcs Makai
  • László Görbedi
  • Zoltán Péter Németh
  • Ádám Détári-Szabó
  • Balázs Torda

József Vida

the Chairperson of the Board of Directors of OPUS GLOBAL Nyrt.

He obtained his diplomas at the University of Pécs, the Budapest School of Economics, Szent István University and at Université Paris X-Nanterre.

He started his career in finance at Citibank in 1999, and in 2001 he became Head of Department at the Hungarian Savings Bank. In 2003, he joined Szentgál és Vidéke Takarékszövetkezet, where he was first Director of the active business unit and then President and CEO.

He played a key role in the renewal of the domestic savings cooperative sector. From 2007 to 2014, as a member of the Board of the National Association of Savings Cooperatives, he represented his region in the savings cooperatives' representative body for two terms. Since 2014, he has been CEO and member of the Board of Directors of Magyar Takarék Befektetési és Vagyongazdálkodási Zrt. In 2015, under his leadership, ten savings cooperatives merged to form B3 Takarék Szövetkezet. In July 2016, he was elected Chairman of the Szövetkezeti Hitelintézetek Integrációs Szervezete (SZHISZ) (Integration Organisation of Cooperative Credit Institutions), the central governing body of the Savings Bank Group, and in December he was appointed CEO of the Group's central bank, Magyar Takarékszövetkezeti Bank. Under his leadership, FHB Bank and FHB Jelzálogbank were integrated into the Takarék Group in 2017. Under József Vida's leadership, twelve regional credit institutions were created in 2017 through the merger of fifty-two savings banks, which were merged in two steps in 2019 into a single universal commercial bank, Takarékbank. He became the first CEO of the new national bank. Under his leadership, the process of merging Budapest Bank, MKB Bank and Takarékbank within Magyar Bankholding was launched in 2020, and the strategy and timetable for the merger were adopted in 2021.

Since 2017, he has been Chairman of Takarék Jelzálogbank.

In addition to his banking activities, he has been a liquidation and reorganisation advisor to Ariadné Válságkezelő Kft. since 2015, a member of the Management Board of the National Deposit Insurance Fund since September 2016 and a member of the Supervisory Board of STATUS Capital Venture Capital Fund Management since December 2016. Member of the

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Board of Directors of Opus Global. The General Meeting of Opus Global Nyrt., listed on the Budapest Stock Exchange, elected him as a member of the Board of Directors from 19 June 2018 to 2 May 2022, and he was elected Chairperson of the Board of Directors in 2022.

In June 2021, he was appointed Vice-Chairperson of the Board of Trustees of the Foundation for the University of Physical Education, and in July 2021, he was appointed Chairperson of the Supervisory Board of the Foundation for the Land of the Future Generation, which manages the Stud Farm in Mezőhegyes. In March 2023 he was elected CEO of Abraham Goldmann Bizalmi Vagyonkezelő Zrt. and in the same month he was appointed Chairperson of the Board of Directors of Volánbusz Zrt. until November 2023, and in December 2023 he was appointed Member of the Board of Directors of Volánbusz Zrt. and MÁV-Start Zrt.

Since 2019, the Abraham Goldmann Bizalmi Vagyonkezelő, in which he holds an interest, has owned the TV2 Media Group.

In addition, he is a farmer and holds leading positions in several social organisations: he is the Chairman of the Supervisory Board of the Association of Hungarian Dog Breeders and the Chairman of the National Association of Hungarian Dog Breeders in Leonberg. He is a passionate charioteer, a professional chef and the producer of several nature-themed films.

Szabolcs Makai

a member of the Board of Directors of OPUS GLOBAL Nyrt

From 30 November 2021, he has been the head of the food division of OPUS GLOBAL Nyrt., and has also been the co-managing director of Kall Ingredients Kft., a subsidiary of the listed company, as well as the Chairperson of the Supervisory Board of VIRESOL Kft. Szabolcs Makai graduated in agricultural economy. For two decades he held various management positions at the US multinational Cargill. Initially, he was the CEO of the fodder business and later the Hungarian and Slovakian business of the cereals, oilseeds and inputs division.

He was a member of Cargill's global strategy team in Minneapolis, as Strategic Director, and since 2017 he has served in European management as Commercial Director and President and CEO of Cargill Takarmány Zrt. In 2019, he joined Talentis Agro Zrt. as CEO, which he has been managing since then.

Other positions:

Since January 2022, member of the Board of Gallicoop Zrt.

Since December 2012, member of the Board of Directors of the Nemzeti Ménesbirtok és Tangazdaság Zrt.

Since October 2021, member of the Board of Directors of Agrolink Zrt.

Szabolcs Makai was also elected to the MATE Rector's Advisory Board in November 2021.

Balázs Torda

a member of the Board of Directors of OPUS GLOBAL Nyrt

He graduated as an electric engineer at the faculty of electricity in the Budapesti Műszaki Egyetem in 1985. He started his career in Tatabánya in the field of electricity supply, then

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worked as an operative executive, which founded the performance of the coming strategic management tasks. Subsequent to the privatisation of Hungarian energy companies, he led comprehensive integration and transformation projects in the Hungarian subsidiaries of E.ON, in a multinational environment, improving the quality and efficiency of energy supply. He had a determinant role in the technological modernisation of the energy network of the Group, and the renovation of operational processes. In the last period of his time in E.ON, he worked as a regional executive in E.ON Észak-Dunántúli Áramhálózati Zrt. until 2019, supporting with 700 employees the rapid development of the region's economy with the supply of reliable electric energy.

Since 2019, he has been continuing his activity as the managing director of Roneko Kft., an electricity construction company.

In September 2020, with a 35-year energy service experience and a more than 30-year executive experience, he joined TIGÁZ as a general Deputy Chief Executive Officer. Besides the execution of the change of ownership, he was in charge of the professional management of the project preparing the acquisition of E.ON Tiszántúli Áramhálózati Zrt.

He took over the position of CEO of OPUS TITÁSZ Zrt. on 1 September 2021, and has also been the Chairperson of the Board of Directors of OPUS TIGÁZ Zrt., OPUS TITÁSZ Zrt. and OPTESZ OPUS Zrt. from 1 January 2023.

In addition to the successful completion of acquisition projects, he also holds the position of Head of the Energy Division as a member of the Board of Directors of OPUS GLOBAL Nyrt.

Ádám Détári-Szabó

a member of the Board of Directors of OPUS GLOBAL Nyrt.

Ádám Détári-Szabó has been the CEO of Hunguest Zrt. and the CEO of Balatontourist Kft. since 2020. Between 2017 and 2020, he worked in Appeninn Nyrt., as subsidiary director, and the renovation of numerous properties started under his supervision, and he also contributed to the company becoming one of the greatest liquidity midcap companies on the BSE, and one of the most dynamically growing property investment companies in Hungary. Previously, he was the Head of the Economic Diplomacy Department, and he gained international experiences in one of the back institutes of the Ministry of Foreign Economy and Foreign Affairs, and prior to that, he was in charge of property acquisition and lease in the property law team of CMS Cameron McKenna LLP, international lawyer's office.

László Görbedi

a member of the Board of Directors of OPUS GLOBAL Nyrt

In 1994 he graduated from the Faculty of Civil Engineering of BME as a hydraulic engineer. Subsequently he also graduated as an economist. He started his career in small design and construction companies, then worked as a project manager at the Fővárosi Csatornázási

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Művek, where he was involved in the implementation of projects in Budapest. In the early 2000s, he was responsible for the preparation of the largest waste water treatment plant in Central Europe, and 16 years ago he joined Colas Alterra Zrt. as Chief Engineer for contract engineering. In 2010 he was appointed CEO of the company. After more than 10 years as a manager in the multinational company, from March 2021 to September 2021, he was the Managing Director of Mészáros és Mészáros Kft., and then from 1 October 2021, he took over the position of CEO by way of legal succession. Throughout his career he has worked in the industry with partners from abroad and Hungary.

Zoltán Péter Németh

a member of the Board of Directors of OPUS GLOBAL Nyrt.

The CEO of Wamsler SE Háztartástechnikai Európai Részvénytársaság He graduated in mechanical engineering from the Budapest University of Technology and Economics. Since February 2020, Péter Németh Zoltán has been CEO of Wamsler SE and Managing Director of the two German subsidiaries Wamsler Haus und Küchentechnik GmbH and Bioenergy GmbH. Since February 2023, he has also been a member of the Board of Directors in Wamsler SE. His professional career has been based in international manufacturing companies. During his management career he spent 9 years in various middle management positions and 16 years in senior management positions. During his time in multinational companies he has participated in or managed several factory and production relocations and related brownfield and greenfield investments. His experience in manufacturing ranges from custom machinery to mass production.

Dr. Tibor Lélfai Koppány

a member of the Board of Directors and CEO of OPUS GLOBAL Nyrt

From 2000 to 2011, he worked in the business and later in the legal department of MFB Zrt. and then he was the CEO of Bethlen Gábor Fund Management Zrt. until November 2016. From November 2016, he held the positions of Deputy CEO and Internal Board Member of MFB Zrt. From 1 January 2018 until 31 March 2022, he was the CEO of Budapest Bank, but as Chairman of the Board of Directors he was involved in the Bank's governance and strategic decisions from 1 April 2017. Since 2019, he has been a member of the Supervisory Board of Budapest Fund Management Zrt (now MBH Fund Management Zrt.). In 2022, he was appointed as a member of the Board of Directors and CEO of OPUS GLOBAL Nyrt, and in the same year he became a member of the Supervisory Board of Takarék Jelzálogbank Nyrt (now MBH Jelzálogbank Nyrt), as well as of OPUS TIGÁZ Zrt and OPUS TITÁSZ Zrt.

In 2023 he was elected member of the Supervisory Board of OPTESZ OPUS Zrt.

The Supervisory Board and the Audit Committee

As of 2 May 2017, the Supervisory Board exercises control over the Company on behalf of the General Meeting. The Supervisory Board shall consist of at least three (3) and up to five (5) members.

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At least 3 (three) members of the Supervisory Board must be independent persons as defined in § 3:287 of the Civil Code. The term of office of the members of the Supervisory Board shall be 5 (five) years, unless the General Meeting decides otherwise. If, for any reason, a new member of the Supervisory Board is elected during the term of office of the Supervisory Board, his term of office shall be for the term of office determined at the time of the election of the original Supervisory Board.

The Supervisory Board is obliged to examine submissions to the General Meeting and present its position on these at the meeting of the decision-making body, The Chairperson of the Supervisory Board shall be invited to the meetings of the Board of Directors.

The Supervisory Board may consult the documents, accounting records and books of the Company, request information from the executive officers and employees of the Company, examine and have examined by experts the payment account, cash on hand, stocks of securities and products, as well as contracts of the Company.

The members of the Supervisory Board shall be liable to the Company for any damage caused to the Company by their failure to perform or improper performance of their duty of control in accordance with the rules of liability for damage caused by breach of contract.

The Supervisory Board shall establish and adopt its own rules of procedure in accordance with the provisions of the Articles of Association.

The General Meeting shall elect from among the independent members of the Supervisory Board at least three Audit Committees, with a maximum of five members, whose powers shall include:

  1. approval of the accounts prepared in accordance with the Act on Accounting,
  2. monitoring of the audit of the accounts prepared in accordance with the Act on Accounting,
  3. recommendation on the person and remuneration of the auditor;
  4. preparation of the agreement to be made with the auditor; and the signing of the agreement on behalf of the Company
  5. monitoring the professional requirements related to the auditor and the compliance with the rules on conflict of interests, performance of the duties related to the cooperation with the auditor, monitoring other services provided to the Company by the auditor besides the audit of the report made in accordance with the accounting act, as well as - if necessary - making proposals to the Board of Directors with regard to certain measures;
  6. evaluating the operation of the financial reporting system and making suggestions on the necessary measures to be taken; and
  7. assisting the work of the Board of Directors to ensure the appropriate control of the financial reporting system.
  8. monitoring the efficiency of the internal audit and risk management system. Upon their appointment, members of the Audit Committee are fully informed of the accounting, financial and operational features of the Company.

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The members of the Audit Committee have the professional expertise, and relevant financial and accounting background and experience for carrying out their tasks. To enable the Audit Committee to carry out its duties, the Audit Committee is provided with detailed and accurate information about the working process of the Auditor, and a report on the issues identified in the course of the audit.

Members of the Company's Supervisory Board since 11.11.2022:

  • Tünde Konczné Kondás, Chairperson (from: 30 April 2021)
  • János Tima (from: 02 May 2017)
  • Dr. Éva Szilvia Gödör (from: 27 April 2018)
  • Katalin Keresztyénné Deák

Members of the Company's Audit Committee from 11.11.2022:

  • Katalin Keresztyénné Deák (Chairperson)
  • János Tima
  • Dr. Éva Szilvia Gödör

Introduction of the members of the Supervisory Board and the Audit Committee:

Tünde Konczné Kondás

Chairperson of the Supervisory Board of OPUS GLOBAL Nyrt.

She graduated as an economist from the Budapest University of Economics in 1988. Other qualifications: Chartered Accountant, Financial Controller and Controller.

She worked as a chief accountant, later as a financial manager, then as an economic and controlling manager. Her main responsibilities included the overall financial management of the organisation, from business planning to the operation of the corporate governance system.

Her main responsibilities included the overall financial management of the organisation, from business planning to running the corporate governance system. Other responsibilities included the operation of a controlling system with transparent reports for cost review, and the analysis of the justified asset base and depreciation costs for the licensee's operations.

Since 2018, she has been a member of the Board of Directors of OPUS TIGÁZ Zrt. and also a member of the Board of Directors of Wamsler SE Háztartástechnikai Európai Részvénytársaság, MS Energy Holding Zr, OPUS Titász Zrt, Hunguest Zrt, Magyar Takarék Befektetési és Vagyongazdálkodási Zrt.

Since 2019, she has been the CEO of Talentis Group Zrt. and then later a member of the Board of Directors, and since 2022, she has been the CEO and member of the Board of Directors of Optesz Opus Zrt.

János Tima

member of the Supervisory Board and the Audit Committee of OPUS GLOBAL Nyrt.

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