Warimpex Finanz und Beteiligungs : Supervisory Board Report

136 WARIMPEX ANNUAL REPORT 2023

Supervisory Board Report

Fundamental aspects

The Supervisory Board of Warimpex Finanz- und Beteiligungs Aktiengesellschaft was regularly informed by the Management Board of all significant transactions, the development of busi- ness, the business and financial 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 2023 financial year and properly fulfilled 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 2023 financial year was the economic impact of the military conflict in Ukraine on the Company and its short- and medium-term development and the resulting strategic neces- sities. Discussions about the development of revenues and earnings, liquidity forecasts, and the Company's financial 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 fulfilled 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 defined 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 Hubert Staszewski was reappointed to the Supervisory Board at the Annual General Meeting on 1 June 2023.

A total of five Supervisory Board meetings were held in financial year 2023, 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 fulfilled the minimum attendance requirements.

The remuneration report was reviewed by the Company's Supervisory Board and approved in April 2024.

Committees

The Supervisory Board has set up three permanent com- mittees: 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 nature, they were executed by way of appropriate Supervisory Board resolu- tions.

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 financial statements (approval of the consolidated financial statements), the proposal for the appropriation of profits, and the management report for the Company and the Group (Au- dit Committee). In addition to performing the other duties it is responsible for pursuant to the applicable stock corporation regulations, the Audit Committee reviewed the consolidated financial statements in cooperation with the auditor responsible for auditing the financial 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 finance and accounting and in financial reporting (financial 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.

Two Audit Committee meetings were held in financial year 2023. In addition, one resolution in connection with the required increase in the pre-approval framework for non-audit services by the auditor was adopted by way of circular resolu- tion.

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

ANNUAL REPORT 2023 WARIMPEX 137

the Management Board, provided that the total transaction costs do not exceed EUR 50,000,000.00 (fifty 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.

During the reporting period, a circular resolution pertaining to the sale of the shares in the holding company for the Palais Hansen Kempinski Vienna was adopted by the Project Committee and reported on to the full Supervisory Board at the following Supervisory Board meeting.

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 filling 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.

Three Personnel Committee meetings were held during the 2023 financial year in relation to the reappointment of the Management Board members Alexander Jurkowitsch and Flo- rian Petrowsky, and two meetings were held concerning the remuneration policy and a potential new bonus system for the Management Board.

Annual and consolidated financial statements for 2023

The annual financial statements, the management report, the consolidated financial statements, and the group management report for the year ended 31 December 2023 were audited by Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. The final result of this audit revealed no grounds for objection and the legal provisions were fully complied with, so that unqualified auditor's reports were issued.

The annual financial statements, the management report, the consolidated financial statements including the group management report (and the consolidated non-financial state- ment), 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 22 April 2024. The Supervisory Board reviewed the annual financial statements including the management report, the consolidated financial

statements including the group management report (and the consolidated non-financial statement), and the corporate governance report prepared by the Management Board and approved the annual financial statements. The Audit Committee also proposed to the Supervisory Board that Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. be appointed as the financial auditor for the Company and the Group for the financial year ending on 31 December 2024.

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 financial year under particularly difficult circumstances due to the economic effects of the military conflict in Ukraine and the changes in interest rates.

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 economic conditions and wishes the Company continued success in the future.

Vienna, April 2024

Günter Korp

Chairman of the Supervisory Board