Zwack Unicum : CG Declaration

REPORT

RELATING TO THE CORPORATE GOVERNANCE ON THE BASIS OF THE CORPORATE GOVERNANCE RECOMMENDATIONS PUBLISHED BY THE BUDAPEST STOCK EXCHANGE

On the basis Corporate Governance Recommendations published by the Budapest Stock Exchange (the "Recommendations"), the Supervisory Board of Zwack Unicum Nyrt. (the "Company") by its resolution dated May 23, 2024 approved the following report made by the Board of Directors in the name of the Company.

The Annual General Meeting of the Company held on June 26, 2024 by its resolution no. 5/26.06.2024 approved the following report.

DISCLOSURE ON CORPORATE GOVERNANCE

1.1 A brief presentation of the operation of the Board of Directors and the management

1.1.1 The operation of the Board of Directors

The members of the Board of Directors shall be elected by the Shareholders Meeting in accordance with the proposal of the shareholders for a period of maximum four years. The Chairman and the Vice-Chairman of the Board of Directors are elected by and from among the members of the Board of Directors for a period of four (4) years. If the Chairman of the Board of Directors would be unable to execute his function, the responsibility to act as the Chairman of the Board of Directors shall be automatically transferred to the Vice-Chairman of the Board of Directors.

The Chairman of the Board of Directors is obliged to call the meetings of the Board of Directors and to organize and direct the continuous activities of the work organization of the Company.

The Board of Directors shall hold ordinary meetings at least once every quarter. The meeting of the Board of Directors is convoked by the Chairman of the Board of Directors and in case of unavailability, by the Vice-Chairman of the Board of Directors. The Chairman of the Board of Directors is also obliged to convoke the meeting of the Board of Directors if so required by two

(2) members jointly with a statement regarding the reason and purpose of said request.

With the exception of a closed meeting, the members of the Supervisory Board and also the persons invited by the Board of Directors may take part in the meeting of the Board of Directors as consultants. The Board of Directors may also have closed (in camera) sessions, or discuss selected items on the agenda at closed sessions. A closed meeting shall be held at the request of any Director.

The Board of Directors has a quorum if six-seventh (6/7) of the board members are present. The propositions and resolutions of the Board of Directors shall be brought with a simple majority of the votes of the board members present, except if otherwise provided by the Rules of Operation of the Board of Directors. Minutes have to be kept regarding the meeting of the Board of Directors, which shall contain a list of those present, the deliberations regarding the issues of the agenda, the results of the votes and the decisions.

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The Board of Directors may pass resolutions without any or all Board members being physically present at the Meeting of the Board of Directors, by way of using electronic communications devices.

The tasks and competences of the Board of Directors are defined by the applicable legal regulations, the Statutes of the Company (available at www.zwack.hu) and its Rules of Operation, accepted by itself.

1.1.2 The distribution of responsibilities and tasks between the Executive Board / Board of Directors and the management

The Board of Directors shall appoint a General Manager from among the directors or the employees, for such period of time and under such terms as it deems fit. The Board of Directors may revoke such appointment at any time.

The General Manager, within his scope of employment, shall be responsible for the administration of the Work Organization of the Company, and shall exercise the employer's rights in respect of the employees of the Company. The General Manager shall be entitled to delegate his power to exercise the employer's rights in respect of employees of a given department to the employee in charge of that department, except for the employer's rights in respect of employees in executive positions.

The General Manager shall have the powers to decide in matters relating to the day-to-day operations of the Company. The competence of the General Manager shall be determined by the Rules of Operation of the Company approved by the Board of Directors.

1.2. An introduction of the Board of Directors, Supervisory Board and management

1.2.1 The Board of Directors

The Board of Directors of the Company actually consists of seven (7) members. The Chairman of the Board of Directors is Mr. Sándor Zwack, the Deputy Chairman is Mr. Wolfgang Spiller. The list of the members of the Board of Directors, their presentation and the data related to their independency status are available at the homepage of the Company (https://zwackunicum.hu/en/befektetoknek/testulet-es-menedzsment/).

1.2.2 The Supervisory Board

The Supervisory Board of the Company actually consists of six (6) members. The Chair of the Supervisory Board is Dr. Hubertine Underberg-Ruder, its Deputy Chair is Thomas Mempel. The list of the members of the Supervisory Board, their presentation and the data related to their independency status are available at the homepage of the Company (https://zwackunicum.hu/en/befektetoknek/testulet-es-menedzsment/).

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1.2.3 The Management

The list of the members of the management and their presentation are available at the homepage of the Company (www.zwack.hu).

1.3. Specifying the number of the meetings of the Board of Directors, Supervisory Boardheld in the given period

1.3.1 The Board of Directors

The Board of Directors, during the past 2023-2024 business year, had seven (7) meetings, with an average attendance of 96%.

1.3.2 The Supervisory Board

The Supervisory Board, during the past 2023-2024 business year, had three (3) meetings, with an average attendance of 100%.

1.4. A presentation of the work done by the Board of Directors, the Supervisory Board and the management (Remuneration Policy / Remuneration Report)

1.4.1 Remuneration Policy

The Board of Directors - based on the rules of the Decree - acting in the competence of the General Meeting on June 26, 2024, in compliance with the obligations pursuant to the Act LXVII of 2019 on the encouragement of long-term shareholder engagement and the modification of certain legal acts for harmonization of the law (the "ShRD Act"), AGM - in its advisory competence - approved the new remuneration policy concerning the directors of the Company ("Remuneration Policy").

The personal scope of the Remuneration Policy shall extend to the following persons:

1. members of the Company's Board of Directors;
2. members of the Company's Supervisory Board;
3. the CEO of the Company; and
4. the Deputy CEO.

The Remuneration Policy is applicable for a period of 4 years from the date of its approval.

The Remuneration Policy, in line with the rules of ShRD Act contains:

1. the principles and objectives of the Remuneration Policy, its implementation;
2. the rules on the personal and temporal scope of the Remuneration Policy;
3. the rules on the fixed remuneration of the members of the Board of Directors and of the Supervisory Board;

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(d) the rules on the remuneration of the Company's chief executive officer, the deputy

chief executive officer and of the members of the Board of Directors and the Supervisory Board having an employment or other relationship with the Company, including:

1. • the fixed and (performance dependent) variable elements of the remuneration, and their relative proportions;
   • deferral period, recovery;
   • other conditions of the labor contracts.
2. the rules on Deviation from the Remuneration Policy; and
3. the rules on decision‐making process regarding the Remuneration Policy.

The Remuneration Policy is available at the website of the Company (https://zwackunicum.hu/en/befektetoknek/).

1.4.2 Evaluation of members of the management not falling under the scope of the Remuneration Policy

The Board of Directors of the Company constantly evaluates the work of the members of the management not falling under the scope of the Remuneration Policy and also prepares a yearly evaluation.

1.4.3 Remuneration Report

The remuneration report prepared pursuant to the Remuneration Policy of the Company and to be approved by the Company at its 2024 annual general meeting will be available at the homepage of the Company after its approval (https://zwackunicum.hu/en/befektetoknek).

1.5. A report on the operation of each committee

1.5.1 The Supervisory Board

The presentation of the members of the Supervisory Board is included in Section 1.2.2 above, the number of the meetings held and the attendance rate are included is Section 1.3.2 above and the duration of the appointment of the members of the Supervisory Board is presented in the Interim management reports published at the homepage of the Company (https://zwackunicum.hu/en/befektetoknek/).

In the business year 2023-2024, the Supervisory Board discussed the following major topics:

1. Examination of all the reports, overviews and documents related to the operation of the Company and its various bodies, departments and mechanisms as set forth in the Statutes of the Company and other corporate documents, including the preparation of the respective reports;
2. Remuneration issues;
3. Issues related to the Annual General Meeting of the Company.

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Pursuant to the Statutes, the Company shall establish a Supervisory Board consisting of at least six (6) members and at the most twelve (12) members. The management of the Company entered into an agreement with the workers' council pursuant to which the employees waived their right to participate in the operation of the Supervisory Board. The members of the Supervisory Board shall be elected by the Shareholders Meeting for a period of maximum four

(4) years.

The Supervisory Board shall hold a meeting at least once every six months, at least three times a year, but at any time upon the request of the Shareholders Meeting. The meeting of the Supervisory Board shall be convoked by its Chair, who shall also chair the meeting. The Chair of the Supervisory Board shall be obliged to also call the meeting of the Supervisory Board, if so requested in writing by a member of the Supervisory Board who provides the reason and objective of the meeting. If the Chair fails to comply with such request, the member shall have the right to convene the meeting himself.

At the meetings of the Supervisory Board the Auditor may also take part with a right of consultation.

The Supervisory Board shall have a quorum if two thirds, but at least three, of the members of the Supervisory Board are present. The decisions of the Supervisory Board are brought with a simple majority of the members of the Supervisory Board present. Minutes have to be kept regarding the meeting of the Supervisory Board, which shall contain the list of those present, the results of the votes and the decisions.

According to its own procedural rules, the Supervisory Board may pass resolutions by way of using electronic communications devices.

1.5.2 The Audit Board

The Company established an Audit Board consisting of three (3) members, elected by the Shareholder's Meeting from the independent members of the Supervisory Board. The Chair of the Audit Board is Thomas Mempel. The list of the members of the Audit Board and the data related to the duration of their appointment are available at the homepage of the Company (https://zwackunicum.hu/en/befektetoknek/). The data related to the duration of their appointment are available in the Interim management reports of the Company.

The Audit Board, during the past 2023-2024 business year, had three (3) meetings, with an average attendance of 100%.

In the business year 2023-2024, the Audit Board discussed the following major topics:

1. Examination of all the reports, overviews and documents related to the operation of the Company and its various bodies, departments and mechanisms as set forth in the Statutes of the Company and other corporate documents, including the preparation of the respective reports;
2. Issues related to the audit of the Company;
3. Issues related to the financial reporting system, the internal audit and risk management systems of the Company.

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The tasks and competences of the Audit Board are defined by the applicable legal regulations,

the Statutes of the Company (available at https://zwackunicum.hu/en/befektetoknek/alapszabaly/) and the rules of operation of the Audit Board, approved by the Supervisory Board.

In the business year 2023-2024, the Board of Directors did not pass any decision against the propositions of the Audit Board.

1.5.3 Other Boards

Taking into consideration the shareholding structure of the Company1 and that the Company' Board of Directors - acting on behalf of the general meeting pursuant to the Decree - approved the Remuneration Policy of the Company, there is no nomination committee at the Company. The tasks of the nomination committee are performed by the Board of Directors. In remuneration questions, the bodies and persons defined in the Remuneration Policy shall decide.

1.6. A description of the system of internal controls

As of the 2008/2009 business year, the Company established a position of internal controller. However, the size of the Company does not justify the operation of a separate internal control department, thus the position is held by an internal controller who is already an employee of the Company and who directly reports to the General Manager. Additionally, the Board of Directors and/or the Supervisory Board (may) instruct on a project base (from time to time) an external auditor to support the internal audit function and give advice to the Boards.

The internal audit plan is approved by the Audit Committee and the internal controller makes a report about the results of the internal control to the Audit Committee. The Audit Committee - together with some members of the Board of Directors and the Supervisory Board - reviews the result of the different administrative supervisions held at the Company and analyzes - together with the management - the risk map of the Company.

In the 2023-2024 business year internal audit plan has been approved by the Audit Committee and the internal controller made a report about the results of the internal control to the Audit Committee. With respect to the 2023-2024 business year, the Audit Committee established in its report that the risk management principles and mechanisms of the Company effectively secured the management and control of the risks related to the operation of the Company as well as the achievement of its performance and profit targets.

1.7. Information on whether the auditor performed any activities not related to auditing

The Auditor of the Company did not perform any activities not related to auditing.

• The qualified majority voting shares (76%+1) of the Company are held by two major shareholders.

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1.8. An overview of the Company's publication policy and its insider trading policy

The Company Documents are in compliance with the provisions of the Civil Code, Act CXX of 2001 on the capital market (the "Capital Market Act"), Regulation 596/2014/EU on market abuse, the Budapest Stock Exchange and the Central Depository and Clearing House respectively, and the Company is disclosing information pursuant to the above acts and regulations. Consequently, the Company publishes quarterly interim management report, quick reports, annual reports following the closing of the financial year and provides extraordinary reporting if the Company becomes aware of any information on any past or ongoing change that could directly or indirectly affect the value of or the yield on the securities, or could be significant for the market players in making their investment decisions. Furthermore, the Shareholders Bureau of the Company keeps continuous contact with the investors. The Company publishes its notifications on its own homepage (www.zwackunicum.hu), on the homepage of the Budapest Stock Exchange (www.bet.hu) and on the homepage www.kozzetetelek.hu.

The Company - in the Instruction no. 11/2016 - established its policy on insider tradings, pursuant to the applicable rules of Regulation no. 596/2014/EU on market abuse. The Company holds a register about the insiders, as prescribed by the Act. Pursuant to the Instruction and the Capital Market Act, certain persons specified in the Instruction (thus the members of the Board of Directors and of the Supervisory Board, directors of the Company and persons closely associated with them) shall notify the Hungarian National Bank and the Company without delay of every transaction conducted on their own account relating to the shares or debt instruments (e.g. bonds) of the Company or to derivatives or other financial instruments linked thereto. Furthermore, a person discharging managerial responsibilities shall not conduct any transactions on its own account or for the account of a third party, directly or indirectly, relating to the shares or debt instruments of the Company or to derivatives or other financial instruments linked to them during a closed period as specified in the market abuse regulation, which is a thirty (30) calendar day period before the announcement of an interim financial report or a year- end report (annual report).

1.9. An overview of the method of exercising shareholder rights

Every registered common share having a nominal value of 1,000 HUF (one thousand Hungarian Forint) shall entitle its holder to one vote at the General Meeting. Shareholders may exercise their rights at the General Meeting either in person or through an authorized representative pursuant to a voting card or an equivalent official certification confirming the right to vote) to be issued by the Board of Directors. The proxy empowering its holder to representation shall be incorporated into a public legal document or a fully evidencing private deed, and shall be submitted prior to obtaining the certification entitling the certificate holder to the receipt of the voting card.

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Certification of ownership is not required for the exercise of shareholders' rights; the entitlement is verified by way of the identification procedure prescribed in the act on securities and in rules of procedures of the central depository (KELER Zrt.). The registration of the shareholder into the Share Register is the obligation of investment service firms. The registration of the ownership can be initiated through the respective investment service firm within the deadline set forth therefore. Shareholders' rights at the General Meeting may be exercised by the person whose name is contained in the Share Register at 6 PM (Budapest time) on the second business day before the first day of the Shareholders' Meeting.

The detailed rules on exercising shareholder's rights are set forth by the Statutes of the

Company available at the homepage of the Company (https://zwackunicum.hu/en/befektetoknek/alapszabaly/).

1.10. A brief presentation of the rules for the conduct of the General Meeting

The Company shall hold the annual ordinary Shareholders Meeting by July 31 of each year. The Board of Directors shall be entitled and obliged to call the Shareholders Meeting. The Board of Directors shall be entitled at any time to call an extraordinary Shareholders Meeting.

The Board of Directors shall publish the invitation to the Shareholders' Meeting at least 30 days before the Shareholders' Meeting. Such publication is to be made at the www.kozzetetelek.hu homepage as well as at the homepage of the Company and the homepage of the Budapest Stock Exchange.

The agenda of the Shareholders' Meeting is established by the Board of Directors, but the latter is obliged to place on the agenda any proposal for supplementing the agenda (complying with the rules on the details of the agenda) and any draft resolution related to an agenda item that is on agenda or to be added to the agenda, which are requested by the Shareholders representing at least one per cent (1%) of the votes, by the Supervisory Board and by the Auditor within 8 days after the publication of the invitation.

The Shareholders Meeting has a quorum if the Shareholders (or their representatives) who are present represent more than half of all the voting shares. In lack of a quorum, the reconvened General Meeting shall have a quorum irrespective of the actual number of shareholders present.

The detailed rules on the conducting of the General Meeting are set forth by the Statutes of the

Company available at the homepage of the Company (https://zwackunicum.hu/en/befektetoknek/alapszabaly/).

1.11. Presentation on the issuer's compliance with Section IV of Act LXVII of 2019 on the incentivisation of long-term shareholder participation and harmonization of particular other acts (Remuneration Policy / Remuneration Report)

Information on the Remuneration Policy approved by the Company and on the remuneration report are included in Section 1.4 of the present Report.

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1.12. Other informations Diversity

Taking into consideration that since its establishment, Company has applied a practice with respect to the election of its management and administration employees that also respects the criteria of diversity, treats everyone equally when choosing its employees and does not apply discriminatory criteria, the Company does not consider it necessary to be more explicit and to elaborate a separate diversity policy.

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