Warimpex Finanz und Beteiligungs : Supervisory Board Report

132 WARIMPEX ANNUAL REPORT 2022

Supervisory Board Report

Fundamental aspects

The Supervisory Board of Warimpex Finanz- und Beteiligungs Aktiengesellschaft was regularly informed by the Management Board of all signicant transactions, the development of busi - ness, the business and nancial situation of the Group and its equity interests, and the outlook with regard to future developments in detailed verbal and written reports as well as at regular meetings during the 2022 nancial year and properly ful - lled all of the duties and control functions required of it by law, the articles of association of the Company, and the terms of reference of the Supervisory Board. In particular, the Supervisory Board supervised the Management Board in the direction of the Company and ensured that the operations of the Company were managed properly. The Chairman of the Supervisory Board also maintained regular contact with the Chairman of the Management Board and his deputy, in particular to evaluate, discuss, and exchange ideas and information about the Company's strategic orientation, the future development of business, and the Company's risk management. One of the key topics at the Supervisory Board meetings during the 2022 nancial year was the economic impact of the military conict in Ukraine on the Company and its short- and medium-term development and the resulting strategic neces- sities. Discussions about the development of sales and earn- ings, liquidity forecasts, and the Company's nancial position were also a regular and integral part of the Supervisory Board meetings.

The Company is committed to compliance with the Austrian Code of Corporate Governance (ACCG) as well as the Polish Best Practice for GPW Listed Companies 2021 (Best Prac- tice). The Supervisory Board faithfully fullled the duties and responsibilities laid down in these codes in the interest of continuing and further developing the Company's responsible and sustainable corporate governance. The articles of association of the Company and the terms of reference of the Management Board and Supervisory Board are amended as needed to account for new legal requirements. Deviations from individual corporate governance rules dened in the ACCG or the Polish Best Practice 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. Mr Aistleitner, Mr Wengust, and Mr Korp were reappointed to the Supervisory Board at the Annual General Meeting on 19 May 2022.

A total of ve Supervisory Board meetings were held in nancial year 2022 (some in the form of face-to-face meetings and some in the form of videoconferences due to the legal restrictions related to COVID-19), at which the necessary resolutions were adopted in each case. To the extent necessary and permitted, individual resolutions of the Supervisory Board were adopted by

way of circular resolution. All members of the Supervisory Board fullled the minimum attendance requirements.

Among other matters, resolutions were adopted in connection with the sale of B52 Oce in Budapest and the purchase of the Red Tower in ód including the associated nancing. In addi - tion, the terms of reference for the Management Board and Supervisory Board were amended and revised, a company car policy for the Management Board was adopted, and rules were dened for transactions between Management Board mem - bers/parties related to Management Board members and the Company.

The remuneration report was reviewed by the Company's Supervisory Board and approved in April 2023.

Committees

The Supervisory Board has set up three permanent commit- tees: the Audit Committee, the Project Committee, and the Personnel Committee. A separate strategy committee has not been formed because all such issues are handled by the Supervisory Board as a whole. The members of the committees are appointed for the duration of their tenure on the Supervisory Board. Each committee elects a chairman and a deputy chairman from among its members. An ad hoc committee can be formed if necessary. The resolutions that were adopted at the committee meetings were again discussed in detail at subsequent Supervisory Board meetings, and to the extent that these resolutions were preparatory or recommendatory in na- ture, they were executed by way of appropriate Supervisory Board resolutions.

Audit Committee

In accordance with the law and the terms of reference of the Supervisory Board, the Supervisory Board has set up a permanent committee for reviewing and accepting the annual nancial statements (approval of the consolidated nancial statements), the proposal for the appropriation of prots, and the management report for the Company and the Group (Audit Commit- tee). In addition to performing the other duties it is responsible for pursuant to the applicable stock corporation regulations, the Audit Committee reviewed the consolidated nancial statements in cooperation with the auditor responsible for auditing the nancial statements, issued a proposal on the selection of the independent auditor, and reported to the Supervisory Board on this. Mr Aistleitner chairs the Audit Committee and, like his deputy, Mr Korp, possesses special knowledge and practical experience in nance and accounting and in nancial reporting (nancial expert). Along with the chairman and the deputy chairman, one other member of the Supervisory Board who is independent according to the terms of reference of the Supervisory Board sits on the Audit Committee.

ANNUAL REPORT 2022 WARIMPEX 133

Two Audit Committee meetings were held in nancial year 2022.

Project Committee

In accordance with its terms of reference, the Supervisory Board has set up a permanent committee (Project Committee) to monitor and approve transactions that are subject to approval pursuant to § 95 (5) AktG and the terms of reference of the Management Board, provided that the total transaction costs do not exceed EUR 50,000,000.00 (fty million euros).

When the total costs of the intended transaction exceed this limit, the transaction must be reviewed and approved by the Supervisory Board as a whole. The Project Committee is chaired by Supervisory Board member Harald Wengust. Two other members of the Supervisory Board who are independent according to the terms of reference of the Supervisory Board also sit on the Project Committee.

Personnel Committee

In accordance with its terms of reference, the Supervisory Board has formed a permanent committee that is responsible for personnel matters between the Company and the Management Board (remuneration, issue of proposals for the lling of vacant posts on the Management Board, and succession plan- ning). The Personnel Committee is chaired by Supervisory Board Chairman Günter Korp. Two other members of the Supervisory Board who are independent according to the terms of reference of the Supervisory Board also sit on the Personnel Committee.

One Personnel Committee meeting was held during the 2022 nancial year in relation to the reappointment of the Management Board members Franz Jurkowitsch and Daniel Folian.

Annual and consolidated financial statements for 2022

The annual nancial statements, the management report, the consolidated nancial statements, and the group management report for the year ended 31 December 2022 were audited by Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. The - nal result of this audit revealed no grounds for objection and the legal provisions were fully complied with, so that unquali- ed auditor's reports were issued.

The annual nancial statements, the management report, the consolidated nancial statements including the group management report (and the consolidated non-nancial report), and the corporate governance report were reviewed by the Audit Committee after a comprehensive oral report by the auditor, and their acceptance was proposed to the Supervisory Board at its meeting on 21 April 2023. The Supervisory Board reviewed the annual nancial statements including the management re - port, the consolidated nancial statements including the group

management report (and the consolidated non-nancial re - port), and the corporate governance report prepared by the Management Board and approved the annual nancial state - ments. The Audit Committee also proposed to the Supervisory Board that Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. be appointed as the nancial auditor for the Company and the Group for the nancial year ending on 31 December 2023.

The Supervisory Board thanks the Management Board, the Company's managers, and all employees of Warimpex Group for their hard work and tremendous commitment during the - nancial year under particularly dicult circumstances due to the pandemic and the military conict in Ukraine.

Due to its experienced Management Board and proven team, the Supervisory Board believes the Company is also well equipped for the medium- to long-term eects caused by the Ukraine crisis and wishes the Company continued success in the future.

Vienna, April 2023

Günter Korp

Chairman of the Supervisory Board