Waberer International : Standalone Financial Statements & Business Report (AGM submission, not approved)

Business Report

2023

Waberer's International Nyrt.

Budapest, 20 March 2024

CEO

The purpose of the business report is to present the firm's financial position, income position, main business- related risks and uncertainties based on the valuation of its separate financial statements. By including past and expected future data in the analysis, the report provides a fair and real view of the actual circumstances which affect the Company.

The business report must provide a comprehensive analysis of the development and the performance of the firm's business which is in line with the Company's size and complexity. Accordingly, the business report has to be interpreted together with the Company's annual report which is presented on Waberer's International Nyrt.'s and BÉT's website. The two reports meet the requirements of the Hungarian Accounting Standards jointly.

Taking the Company's subsidiaries into consideration, Waberer's International Nyrt (hereafter: "the Company"). is obliged to prepare consolidated financial statements and business report which includes detailed information and indicators regarding the following topics.

The Company's significant financial indicators

Subsequent events

The Company is monitoring the unusually rapid changes in the world economy. Although no information is currently available which would cast doubt on the Company's financial performance or its ability to continue as a going concern, it cannot be ruled out that the rapidly changing, unforeseen international political and economic developments cause uncertainty about meeting short- and medium-term financial plans and possible use of external funding.

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From an operational point of view, the risk is higher regarding the Ukrainian drivers who are employed in international transport. Losing these drivers would reduce capacity utilization. To date, the Company has not experienced any level of risk to its operations in relation to Ukrainian drivers, and based on the measures the Company has taken, the risk is considered to be manageable.

In February 2024 the Group completed Petrolsped acquisition, where the Group acquired 51% stake in Petrolsped Group. The transaction's value is 3,163 million HUF. It was financed from the bond issue and its purchase price allocation is still ongoing. In line with the Group's strategic goals with this step the Group enters the specialised logistics segment that currently predominantly uses rail services (e.g. agricultural products, construction products). The transaction is a significant step towards building a multimodal service portfolio and developing railway logistics capabilities. The move will also bring the Group closer to EU's strategic directions to increase the share of long-distance transport by rail. By integrating Petrolsped's experience, customer portfolio and assets, the Group will have all the necessary capabilities to become a competitive and significant player in the domestic and regional rail-based logistics market.

In January 2024 the Company established an Employee Share Scheme (hereafter: MRP - Munkavállalói Részvény Program).

In order to implement the MRP Remuneration Policy, the Company transferred 1,113 million HUF monetary contribution to the MRP Organization. With the monetary contribution, employees (management, employees in key roles - 40 altogether) who belong to MRP Remuneration policy accepted by the Board of Directors, obtain member shares in the MRP Organization. The MRP Organization used the monetary contribution to acquire corporate shares in the Company. According to the MRP Remuneration Policy and the MRP Act, MRP participants can be entitled to remuneration in 2026 at earliest.

On 10 February 2024 MOL Nyrt. signed an agreement with Indotek Group to acquire 15 percent stake from its 28,9 percent stake in Waberer's International Nyrt. The shares were sold to MOL Vagyonkezelő Kft, a wholly owned subsidiary of MOL Nyrt. The remining shares are to be sold through an investment service provider. To complete the transaction acquirer has to obtain the permit of MNB (The Central Bank of Hungary) as insurance supervisor.

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Strategy, future development

Waberer's International Nyrt. follows the Waberer's Group's strategy and builds on the development paths set in 2021. Our Group's vision is to grow Waberer's Group into the leading complex logistics service provider of the Central and Eastern European region.

The main pillars of the strategy to achieve this vision are:

• Infrastructure and technology development
• Increasing added-value
• Diversification
• Sustainability

The following points have been defined in the field of transportation and forwarding:

• fleet modernization for more efficient operation
• increasing the proportion of sales revenue from specialized FTL services
• increasing the proportion of multimodal services

Transportation and freight forwarding

Infrastructure and technology development

The basis of own-fleet international transport is the existence of a fleet that can be operated efficiently and ensures reliable availability. As a result of replacing the elements of our fleet over the past 2 years, the Group has reached its strategic target of having an average fleet age of 2.5 years. In the coming years, we intend to maintain this average age and continue the process of ongoing fleet renewal, while we do not plan to make any significant changes to the size of the fleet, fine-tuning it in line with the results of current tenders.

Increasing added-value

In the international transport segment, a turning point is brought about by the shift to key account focused operations. The transport service offered by Waberer's can provide a competitive service to customers who expect outstanding service quality, availability of additional services (e.g. tracking, special cargo, flexible capacity

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allocation, alternative fuels, etc.) and customer-oriented operation. Accordingly, we intend to further increase the weight of key account customers and the ratio of freights requiring additional services within the operation, which we aim to increase to 60% by 2027 through the active management of the customer portfolio and sales focus.

Diversification

In international freight forwarding, Waberer's has to date focused on road transport and, to a lesser extent, intermodal transport, which can be considered a combination of road and rail transport. There is a growing expectation from both regulators and customers to significantly reduce the environmental footprint of long- distance transport. This objective can be supported by carrying out these transport tasks by rail. Recognising this, Waberer's Group signed a share purchase agreement in 2023 to acquire a majority stake in PSP (Petrolsped) Group, a company with significant infrastructure and experience in rail logistics. The transaction was successfully closed in 2024. We plan to use PSP (Petrolsped) Group as basis for the future transformation of our services to rail, and through this acquisition Waberer's will be able to enter the market for the transport of bulk goods that are already predominantly transported by rail (construction materials, grain, oil products, etc.). In addition to the rail logistics market, in 2023 we also entered the maritime logistics services market, further strengthening our multimodal capabilities and enabling us to provide intercontinental transport services.

Research and Development

No research and development function is included in the Company's activity.

Employment policy

Within the framework of the Company's employment policy, it considers it important to provide opportunities for professional development, so it initiates a number of in-house training courses, and due to the Company's logistics activities, ensuring a safe working environment has priority. The Company manage the sector specific labour shortage by hiring vehicle drivers from outside the Country.

Ensuring equal treatment is one of the Company's core values, so its employment policy is also based on guaranteeing this. In addition, the human resources guidelines formulated by Waberer's Group are also binding on Waberer's International Nyrt. The main elements of Waberer's Group's workforce management and the results for 2023 are presented in detail in the Group's ESG report.

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Sustainability

Waberer's International Nyrt. is obliged to follow the guidelines set by the Waberer's Group, and it continues its activities in compliance with these expectations.

Accordingly, as the largest logistics company in Hungary and one of the largest in the EU, Waberer's Group has been committed to sustainable development, environmental protection and the reduction of pollutant emissions (most notably CO2) for many years, due to its impact on the environment and society.

The Group's Green Division, established in 2021, is responsible for setting and implementing sustainability goals at the strategic level. By analysing the Company's core activities, the division seeks to implement solutions in processes that directly or indirectly help reduce emissions, thus moving closer to carbon neutrality.

In 2023, we were able to increase the volume of the intermodal service, which was launched earlier, combining rail and road transport.

Our alternative fuel fleet currently consists of electric and LNG vehicles, and in 2023, we were able to successfully increase the size of the previous fleet.

To reduce CO2 emissions from our diesel vehicles, one of the most efficient alternatives is currently the use of HVO100 (hydrogenated vegetable oil), which we were able to increase in 2023. In addition to lower emissions, this type of fuel has the added advantage of being compatible with both existing and new diesel vehicles entering the fleet.

The installation works of the solar panel system at the Company's central site have been completed, and the system has been connected at the end of 2023. The electricity generated is currently used to fulfil the energy needs of the site.

To determine the CO2 values associated with the above-mentioned emission activities as accurately as possible, we have validated the figures that we can use in our in-house or customer-facing communications as values coming from verified, reliable sources, making it easier and more accurate to quantify our emission reductions.

In order to define further steps on sustainability, the Board of Directors of the Company has adopted a Group-wide ESG strategy, whose main focus areas are:

Development of green services

• Further extension of the intermodal service
• Increasing the fleet of alternative fuel vehicles
• Using alternative fuels, and expanding their use

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• Using sustainable warehousing technologies
• Developing a green insurance and investment portfolio

Reduction of emissions

• Setting and publishing emission targets
• Increasing green infrastructure investment projects
• Reducing fuel consumption
• Improving energy efficiency and the energy performance of buildings

Creation of an attractive workplace

• Training and developing workers
• Increasing employee engagement
• Improving working conditions
• Leveraging the diversity potential

Ensuring regulatory and internal compliance, and increasing adaptability

• Maintaining the highest level of compliance: o Corporate governance principles o Internal operating standards
• Establishing ESG-centred governance at Group level
• Strengthening relations with stakeholders
• Introducing and developing green financing options

Further sustainability efforts and results of Waberer's Group, and the Company as part of the Group, are presented in detail in the 2023 ESG Report.

Credit and liquidity risk

In the separate financial statement's notes on pages between 35 and 40 we write about our credit and liquidity risk management policy and our exchange rate risk managing hedge transactions.

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Shareholder structure

The main changes to the ownership structure of Waberer's in 2023 are as follows:

• On 11 May 2023, Merkport Zrt., a member of BDPST Group, acquired the 22.88% share stake owned by HIGH YIELD Vagyonkezelő Zrt.
• Trevelin Holding Zrt. sold a 4.92% block of shares on 22 December 2023.

In addition to the above-mentioned and already completed share transactions, on 5 December 2023, Trevelin Holding Zrt. announced its intention to sell a block of shares corresponding to 15% of the shares to MOL Vagyonkezelő Kft, a wholly-owned subsidiary of MOL Nyrt., while the remaining block of shares will be sold through an investment service provider.

As a result of the above, already implemented changes, the ownership structure of Waberer's International Nyrt. as at 31 December 2023 was as follows1:

Internal controls and risk management

System of internal controls

The compliant operation of the Company is ensured by the internal control system. Within the internal control mechanism, all managers and executives must assess the risks in their area of management, and mitigate them by

• Source: KELER Zrt. and information from the owners. Note: the above figures do not necessarily reflect the ownership structure as recorded in the share register. Registration in the share register is not compulsory. However, shareholders can only exercise their rights as shareholders against the company if they are registered in the share register.

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issuing internal policies, and monitoring compliance. The Internal Audit Department may monitor the effectiveness of the internal control mechanism in the framework of its annual audit programme and ad hoc audits, and reports quarterly to the Supervisory Board on its findings and corrective measures.

The Company's financial statements are monitored by the segmental and central controlling functions, which are reviewed weekly by senior management and monthly by the Board of Directors. An in-depth and comprehensive review of the financial statements takes place on a quarterly basis, when all the above-mentioned functions and bodies review the figures and messages to be published, and quarterly reports are also reviewed by the Audit Committee before publication.

The Company's internal control procedures are governed by the following principles:

• Shared responsibilities. Each task is assigned to at least one function and manager.
• Separation of responsibilities. Corporate functions and employees have clearly identified and fixed responsibilities.
• Independent internal audit function. The Internal Audit Department reports to the Supervisory Board and the Audit Committee.
• Technological controls. Where possible, technological - data-based - controls are implemented to prevent human error or misconduct.
• Records. Record-keeping procedures are implemented at all levels to ensure that the Company can track its past experience

Risk management framework

The Company is committed to identifying, assessing and managing risks in its business activities in order to deliver stable and profitable performance, and create value for shareholders. Taking into account the potential negative consequences is, therefore, an integral part of the day-to-day operational as well as strategic long-term decision- making process.

The primary objective of the Company's risk management process is to understand the risks and their potential impact. The Company recognises that in most cases, it is not possible to eliminate risks, and therefore prefers to mitigate and manage the negative impact of risks effectively. Accordingly, the Company will only take on any risks after proper assessment and effective management of the impacts and, where possible, mitigate the likelihood and impact of these risks through internal control reviews and process controls.

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