Warimpex Finanz und Beteiligungs : Corporate Governance

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WARIMPEX ANNUAL REPORT 2022

WARIMPEX

Corporate Governance Report

In accordance with the recommendation in the AFRAC opinion on corporate governance reports, the corporate governance report of the parent company and the consolidated corporate governance report are being merged into a single report.

• Commitment to the Code of Corporate Governance

Warimpex is committed to compliance with the Austrian Code of Corporate Governance (ACCG) as well as the Polish Best Practice for GPW Listed Companies 2021. The Management Board declares that it complies with both sets of guidelines to the best of its ability and published its corporate governance report at www.warimpex.com (Company/ESG). Deviations from individual corporate governance rules relate to the Company's structure and/or to Polish rules that are not complied with due to the Company's primary orientation towards the relevant Austrian regulations.

Austrian Code of Corporate Governance, as amended in January 2021

The Austrian Code of Corporate Governance (as amended in January 2021 and which was applied for nancial year 2022, www.corporate-governance.at) contains rules that must be followed (L-Rules), rules that are not mandatory for the Company but for which justication must be provided in the event of non-compliance(C-Rules), and rules that are entirely optional for the Company. Failure to comply with them requires no justication (R-Rules). Overall, the Company's statutes and the internal terms of reference for the Management Board and the Supervisory Board comply with the L-Rules in full, and with all of the C-Rules except as explained below:

• The Company has neither outsourced its internal auditing functions nor set up a separate sta unit for internal audit - ing purposes, which would be required by Rule 18. The Company has no intention to make such changes at this time. The Management Board has judged that such meas- ures would be disproportionately cost intensive, and the im- plementation of Rule 18 is not planned for the foreseeable future for cost reasons.
• The remuneration of the Management Board is made up of xed and variable components. The amount of the variable remuneration is not linked to any non-nancial criteria as de - ned in Rule 27. This is intended to ensure objectivity and transparency. For further disclosures and information re- garding the remuneration paid to the individual Supervisory Board members and the individual members of the Manage- ment Board, please consult sections 9.3.2.3. and 9.3.2.4. in the notes to the consolidated nancial statements. Additional information is available in the report on the remuneration policy and the annual remuneration report on Warimpex's website.

• According to Rule 62, an external evaluation of compliance with the C-Rules must take place regularly, in any case at least every three years. The results of this evaluation must be pre- sented in the corporate governance report. An internal eval- uation is completed on the basis of the External Evaluation of Compliance with the Austrian Code of Corporate Govern- ance questionnaire, which is also used for external evalua- tions. No external evaluation is conducted for cost reasons.
• The nancial auditor does not assess the eectiveness of the Company's risk management system in a separate report as dened in Rule 83. Such an external evaluation is not con - ducted for cost reasons, as in the course of auditing the nan - cial statements, nancial auditors also gain an understanding of the internal controls that are relevant for the audit.

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ANNUAL REPORT 2022 WARIMPEX

Poland - Best Practice for GPW Listed Companies 2021

The Company has decided to comply with these Polish rules, with the following exceptions. The majority of the exceptions relate to Austrian law, to which the Company is subject.

• Rules 1.4.1-1.5: The Company voluntarily prepares a de- tailed consolidated non-nancial report (sustainability report as part of the management report). This report includes a sus- tainability strategy. An equal pay index for employees is not published due to the signicant dierences in the employees' areas of responsibility and places of employment. The Com- pany's sponsorship activities are not reported separately for each charity organisation due to the very low extent to which the Company engages in such activities.
• Rules 2.1-2.2: The Company does not have a binding diver- sity concept. Further information can be found in this report under the heading "Diversity concept - measures for pro- moting women".
• Rule 2.11.: Austrian law does not require an assessment by the Supervisory Board of the internal control, risk manage- ment, and compliance systems and other such systems. Aus- trian law requires that a Supervisory Board report be submit- ted to the annual general meeting; the contents of this report do not fully satisfy the Polish regulations.
• Rules 3.1 and 3.4-3.8: The Company has neither outsourced its internal auditing functions nor set up a separate sta unit for internal auditing purposes. The Company has no inten- tion to make such changes at this time. The Management Board has judged that such measures would be dispropor- tionately cost intensive, and the implementation of this is not planned for the foreseeable future for cost reasons.

• Rules 4.1, 4.3, and 4.5.: Webcasts of the Company's Annual General Meeting are not oered due to the high costs in - volved. The Company allows votes to be cast by authorised proxy, and this option is exercised by numerous Polish insti- tutional investors. Annual General Meetings are conducted according to Austrian law.
• Rule 6.4: The Company's remuneration policy, which was prepared in accordance with Austrian stock corporation reg- ulations and put to a vote by the Annual General Meeting, provides for meeting attendance fees for each meeting of the Supervisory Board or a committee. Annual xed remunera - tion can also be established by way of a resolution of the An- nual General Meeting.

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WARIMPEX ANNUAL REPORT 2022

SUMMARY OF THE BOARDS AND OFFICERS AND THE CORRESPONDING REMUNERATION

Management

Board

				Franz Jurkowitsch
			Chairman of the Management Board
				Year of birth: 1948
	Daniel Folian	First appointed: 2 September 1986
	Appointed until 31 December 2027
	Deputy Chairman		Responsibilities:
				strategy and corporate
	Year of birth: 1980		communications
First appointed: 1 January 2018
Appointed until 31 December 2027
	Responsibilities:
	nances and accounting,
	investor relations,
	and nancial management

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ANNUAL REPORT 2022 WARIMPEX

			Alexander Jurkowitsch
			Member of the Management Board
				Year of birth: 1973
			First appointed: 31 July 2006
	Florian Petrowsky	Appointed until 31 March 2024
		Responsibilities:
Member of the Management Board
	planning, construction, IT,
	Year of birth: 1967	and information management
First appointed: 1 May 2014
Appointed until 30 April 2024
	Responsibilities:
	transaction management,
organisation, human resources,
	and legal issues

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WARIMPEX ANNUAL REPORT 2022

Supervisory Board

	Hubert Staszewski		Thomas Aistleitner		Gina Goëss		Günter Korp
Member of the Supervisory Board		Deputy Chairman of the	Member of the Supervisory Board	Chairman of the Supervisory Board
				Supervisory Board				Deputy Chairman of the Audit
	Year of birth: 1972	Chairman of the Audit Committee		Year of birth: 1956	Committee/nancial expert
First appointed: 8 June 2016	Member of the Project Committee	First appointed: 14 September 2021	Chairman of the Personnel Committee
Current period of oce ends	Member of the Personnel Committee	Current period of oce ends		Deputy Chairman of the
	in 2022 (37th AGM)					in 2025 (40th AGM)		Project Committee
		Year of birth: 1953
			First appointed: 11 June 2012					Year of birth: 1945
			Current period of oce ends in 2026				First appointed: 16 October 2009
				(41st AGM)				Current period of oce ends in 2026
										(41st AGM)