Waberer International : Submission of Waberer's International Nyrt. Annual General Meeting

SUBMISSION OF THE ANNUAL GENERAL MEETING OF WABERER'S INTERNATIONAL NYILVÁNOSAN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG

apest, 2024. április 12.

Budapest, 12 April 2024

This document contains the submissions of the following agenda items for the Annual General Meeting:

1. Report of the Board of Directors on the management of WABERER'S
   INTERNATIONAL Nyrt., on the business operation, on the business policy and on the financial situation of the Company and WABERER'S Group in 2023
2. Approval of the 2023 Consolidated Financial Statements of the Company prepared in accordance with International Financial Reporting Standards (IFRS); presentation of the relevant report of the Supervisory Board and the Auditor
3. Approval of the 2023 Standalone Financial Statements of the Company prepared in accordance with International Financial Reporting Standards (IFRS) and on the proposal for the application of the result after tax and on the dividend received (due) from subsidiaries; presentation of the relevant report of the Supervisory Board and the Auditor
4. Approval of the Corporate Governance Report
5. Granting waiver from liability to the members of the Board of Directors
6. Amendment of Section 14 of the Company's Articles of Association and adoption of the Company's consolidated Articles of Association with the amendments
7. Approval of the amended Rules of Procedure of the Supervisory Board
8. Presentation of the Board of Directors on the treasury shares acquired following the Annual General Meeting held on 18 April 2023; authorisation of the Board of
   Directors to acquire WABERER'S ordinary shares or issue options
9. Election and decision on the remuneration of members of the Board of Directors
10. Election and decision on the remuneration of the Supervisory Board members
11. Election and decision on the remuneration of the Audit Committee members
12. Determination of the remuneration of the Company's Statutory Auditor
13. Advisory vote on the WABERER'S Group's revised, consolidated Remuneration Policy
14. Advisory vote on the WABERER'S Group Remuneration Report

TECHNICAL RESOLUTION PROPOSALS REQUIRING A DECISION

AGM Resolution …/2024. (IV. 12.)

The General Meeting agrees that the voting procedure of the General Meeting shall be computerised voting.

AGM Resolution …/2024. (IV. 12.)

The General Meeting elects Timea Tóth dr. as Chairwoman of the General Meeting, Andrea Nyika dr. as Keeper of the Minutes, …. representing Merkport Zrt. as authenticator of the Minutes.

AGM Resolution …/2024. (IV. 12.)

The General Meeting approves the agenda of the Meeting as published on 12 March 2024, as follows:

1. Report of the Board of Directors on the management of WABERER'S INTERNATIONAL
   Nyrt., on the business operation, on the business policy and on the financial situation of the Company and WABERER'S Group in 2023
2. Approval of the 2023 Consolidated Financial Statements of the Company prepared in accordance with International Financial Reporting Standards (IFRS); presentation of the relevant report of the Supervisory Board and the Auditor
3. Approval of the 2023 Standalone Financial Statements of the Company prepared in accordance with International Financial Reporting Standards (IFRS) and decision on the proposal for the allocation of the result after tax and on the dividend received (due) from subsidiaries; presentation of the relevant report of the Supervisory Board and the Auditor
4. Approval of the Corporate Governance Report
5. Granting waiver from liability to the members of the Board of Directors
6. Adoption of the amendment of Chapter 14 of the Company's Articles of Association and adoption of the amended and consolidated Articles of Association of the Company
7. Approval of the amended Rules of Procedure of the Supervisory Board
8. Presentation of the Board of Directors on the treasury shares acquired following the Annual General Meeting held on 18 April 2023; authorisation of the Board of Directors to acquire WABERER'S ordinary shares or issue options
9. Election and decision on the remuneration of members of the Board of Directors
10. Election and decision on the remuneration of Supervisory Board members
11. Election and decision on the remuneration of Audit Committee members
12. Determination of the remuneration of the Company's Statutory Auditor
13. Advisory vote on the WABERER'S Group's revised, consolidated Remuneration Policy
14. Advisory vote on the WABERER'S Group Remuneration Report
15. Other items

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1. REPORT OF THE BOARD OF DIRECTORS ON THE MANAGEMENT OF WABERER'S INTERNATIONAL NYRT., ON THE BUSINESS OPERATION, ON THE BUSINESS POLICY AND ON THE FINANCIAL SITUATION OF THE COMPANY AND WABERER'S GROUP IN 2023

According to Section 6.6 of the Articles of Association and pursuant to Section 3.1.3 of the By-laws of the Board of Directors of WABERER'S INTERNATIONAL Nyrt. (WABERER'S or the Company) the Report of the Board of Directors on the management on the business operation, on the business policy and on the financial situation of the Company and WABERER'S Group shall be submitted to the General Meeting annually.

1. Figures adjusted for better comparability, re-categorising the effect of insurance-related provisions, an OPEX item, as Direct Costs. EBITDA is not affected.
2. The OPEX line includes the following lines in the consolidated statement of comprehensive income: Indirect costs, Other income, Interest income calculated using the effective interest method, Other expenses, Change in results of embedded derivatives (+/-), Net impairment on financial assets

Economic environment

Given its operating model and geographic focus, demand for Waberer's Group's services is driven primarily by changes in industrial production and household consumption trends in the main industrial production hubs of Western Europe (UK, Germany, France, Italy, Spain, Benelux), as well as Hungary and Poland. In 2023, industrial production volumes in the Western European countries relevant for Waberer's declined by an average of 0.8% year-on-year, while the relevant Eastern European countries experienced a smaller decline of 0.2% on average. The volume change in the retail trade of non-food products shows a similar decline in the relevant Eastern European countries, down 0.2% year-on-year,

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and, compared to industrial production, a more moderate decline in the volume of retail trade of the relevant Western European countries, down 0.4% year-on-year.

As far as main costs are concerned, the fuel price level in 2023 decreased by 13% compared to the average of the previous year, however, volatility through the quarters was significant. Given that in 2022, the clauses in the transport contracts that deal with the impact of fuel price fluctuations have been amended to ensure that our service prices now track the impact of fuel price changes on a monthly basis, the impact of fuel price fluctuations on profits is marginal.

For the stability of operations, it is vital for Waberer's Group to have the appropriate workforce, with over 4,200 drivers and warehouse blue-collar workers supporting our logistic processes at Group level in 2023. In order to ensure sufficient staffing levels, we started recruiting - mainly drivers - from the labour markets of the neighbouring countries several years ago, and for the past 2 years we have been adding Asian staff members to our team. Due to the labour market situation in Hungary last year, there was no need to increase the share of foreign labour, as there was sufficient workforce available domestically, thus the efficient use of the machinery and fleet was not hampered by labour shortages. Regardless of the current labour market situation, we believe it is of paramount importance that we have built the channels that allow us to ensure that securing the right workforce does not pose a significant business risk in the long term.

Revenue

The annual sales revenue of Waberer's Group increased by 4.6% to EUR 710.9 million in fiscal year 2023. The ITS segment's sales revenue, excluding intersegment items, increased by 3.3% compared to the previous year, to EUR 429.8 million. While the 13% annual average decrease in fuel prices automatically reduced the segment's revenue - due to the clause in the contracts and in order to neutralise the result -, the slight increase in fleet size (+107 vehicles) and the increase in the net fee level, i.e. excluding the impact of fuel and toll changes, offset the revenue-reducing effect of the fuel price change. The RCL segment's revenue, excluding intersegment items, increased by 2.8% to EUR 198.7 million in 2023. The increase in revenue was generated by the higher revenue of logistic activities supporting warehousing and manufacturing, which offset the slight decline of the revenue from distribution activities, driven by lower fuel prices. The Insurance segment, which covers third-party insurance activity, grew by 17.7% in euro terms to EUR 82.4 million, partly due to a slight strengthening of the forint against the euro (2.4%) - as the segment's revenues are mainly realised in HUF - and partly due to the growing contract portfolio.

Gross profit, EBITDA and EBIT

In 2023, the gross profit at Group level, excluding depreciation and after reclassification of the insurance provision, was EUR 142.5 million as a result of an improvement of 7.7%1. The gross margin rate, excluding depreciation and amortisation, reached 20.0%. The gross margin rate in 2023 reached 17.9% in the ITS segment, 25.8% in the RCL segment and 21.1% in the Insurance segment.

Group EBITDA increased by 14.8% to EUR 95.6 million, with an EBITDA margin rate of 13.4%.

Consolidated EBIT increased to EUR 42.8 million in 2023 as a result of an EUR 6.2 million improvement. The improvement of the EBIT was mainly due to an EUR 4.2 million increase in the contract logistics segment (RCL) and an EUR 3.0 million increase in the insurance segment, which offset a decrease of EUR 1 million in the international transport and freight forwarding segment.

1 The data have been adjusted for better comparability, with the impact of insurance provisions, an indirect cost item, reclassified as a direct cost amounting for EUR 4.8 million in 2023.

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Net Income

The result of financial operations was EUR -4.0 million, with an increase of EUR 7.4 million. Within the profit/loss from financial operations, the non-realised financial profit/loss without cash flow was EUR 6.5 million. The non-realised,non-cash FX rate changes are due to the differences of the currencies (HUF and PLN) in which the various subsidiaries keep their books. The decrease in the result from other financial operations is mainly due to the interest on the bond issued in 2022 and the increase in leasing interest rates due to the rising financing environment.

Net profit improved by EUR 10.4 million to EUR 29.7 million in 2023. The Company did not recognise any non-recurring items in 2023, in line with previous year's practice. The improvement in net profit was due to improved profit-generation capability in the core business and favourable exchange rate movements, which offset the impact of higher interest costs and rising tax charges.

Cash Flow

|Cash flow statement (in million EUR)

In 2023, cash flow from operations was EUR 99.9 million, EUR 73 million higher than in 2022. Cash flow from operations before changes in working capital decreased by EUR 27.2 million, mainly due to changes in technical reserves.

The operating cash flow in 2023 was EUR 99.9 million, of which EUR 45.2 million is due to changes in working capital. The impact of the change in working capital is mainly (in an amount of EUR 40.5 million) due to the impact of the transition to IFRS17 regarding insurance activities. The operating cash flow excluding the changes in working capital amounted to EUR 54.7 million in 2023, of which EUR - 22.8 million is also the impact of the transition to IFRS17 regarding insurance activities.

The cash flow from investment and financing activities in 2023 showed a net outbound amount of EUR 123 million. The cash flow from investment activities in 2023 amounted to EUR -60.0 million, and mainly consisted of the investment in warehouse logistics in Ecser and investments in savings products related to insurance activities. The main components of the financing cash flow are cash outflows related to lease financing of EUR 44 million, leases and cash outflows related to interest paid on the corporate bond issued in 2022 of EUR 11.8 million, and dividends paid in the amount of EUR 4.7 million.

Free cash flow, comprising of cash flow from operations, investments, and elements of the fleet's lease- based financing, moreover, interest received and paid, amounted to EUR 16.9 million in 2023.

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2. APPROVAL OF THE 2023 CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS); PRESENTATION OF THE RELEVANT REPORT OF THE SUPERVISORY BOARD AND THE AUDITOR

Pursuant to Clause 3:109 (2) of Act V of 2013 on the Civil Code (hereinafter: Civil Code) and Section 5.9.1. i) of the Articles of Association approving the financial statements prepared in accordance with the Accounting Law falls within the exclusive competence of the General Meeting.

The related report is available in full on the Company's website.

The Board of Directors submits the following resolution proposal to the General Meeting:

AGM Resolution …/2024. (IV. 12.)

The General Meeting approves the 2023 Consolidated Financial Statements of the Company, prepared in accordance with International Financial Reporting Standards (IFRS) and the related business report with the following data:

Substance of the opinion of the Statutory Auditor:

PricewaterhouseCoopers Könyvvizsgáló Kft. has audited the consolidated financial statements of the Company for the year 2023 and, in its opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2023, and of its consolidated financial performance and its consolidated cash flows for the financial year then ended in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and they have been prepared, in all material respects, in accordance with the supplementary requirements of Act C of 2000 on Accounting ("Accounting Act") relevant for the consolidated annual financial statements prepared in accordance with IFRS as adopted by the EU.

Relevant part of the report of the Supervisory Board:

In fulfilment of its statutory obligation of oversight, the Supervisory Board has reviewed the audited financial statements of WABERER'S INTERNATIONAL Nyrt. for the business year 2023. In the opinion of the Supervisory Board the 2023 Consolidated Financial Statement meet the regulatory expectations, and the Supervisory Board agrees with its content.

In accordance with the proposal of the Board of Directors, the Supervisory Board proposes that the General Meeting approve the 2023 Consolidated Financial Statement of the Company prepared in accordance with the International Financial Reporting Standards (IFRS) with a balance sheet total of EUR 703,562 thousand and the total comprehensive profit for the year of EUR 29,687 thousand.

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3. APPROVAL OF THE 2023 STANDALONE FINANCIAL STATEMENTS OF THE COMPANY PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) AND ON THE PROPOSAL FOR THE APPLICATION OF THE RESULT AFTER TAX AND ON THE DIVIDEND RECEIVED (DUE) FROM SUBSIDIARIES; PRESENTATION OF THE RELEVANT REPORT OF THE SUPERVISORY BOARD AND THE AUDITOR

Pursuant to Clause 3:109. § (2) of Act V of 2013 on the Civil Code and Section 5.9.1. i) of the Articles of Association approving the financial statements prepared in accordance with Accounting Law, including the decision on the appropriation of the profit after tax (payment of dividend) falls within the exclusive competence of the General Meeting.

The full text of the related submission is available on the Company's website.

The Board of Directors submits the following resolution proposal to the General Meeting:

AGM Resolution …/2024. (IV. 12.)

The General Meeting approves the 2023 Standalone Financial Statements of the Company prepared in accordance with International Financial Reporting Standards (IFRS) and the related business report with the following data:

The Company shall deposit the profit of EUR 16,223 thousand reported in the Standalone Financial Statement to the retained earnings in full.

Substance of the opinion of the Statutory Auditor:

PricewaterhouseCoopers Könyvvizsgáló Kft. has audited the Standalone Financial Statement of the Company for the year 2023 and, in its opinion, the separate financial statements give a true and fair view of the separate financial position of the Company as at 31 December 2023, and of its separate financial performance and its separate cash flows for the financial year then ended in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and they have been prepared, in all material respects, in accordance with the supplementary requirements of Act C of 2000 on Accounting ("Accounting Act") relevant for the annual financial statements prepared in accordance with IFRS as adopted by the EU.

Relevant part of the report of the Supervisory Board:

In fulfilment of its statutory obligation of oversight, the Supervisory Board has reviewed the audited financial statements of WABERER'S INTERNATIONAL Nyrt. for the business year 2023. In accordance with the proposal of the Board of Directors, the Supervisory Board proposes that the General Meeting approve the 2023 Standalone Financial Statement of the Company with total assets of EUR 324,163 thousand and the current profit for the year of EUR 16,223 thousand. The Supervisory Board agrees with the proposal of the Board of Directors for the appropriation of the profit.

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PROPOSAL FOR DIVIDEND PAYMENT

The overall result of the Company for the year 2023 is positive, that is supplemented with the dividend from the subsidiaries for the year, which provides an appropriate basis for determination of a dividend by the Company, in relation to which the Board of Directors submits the following proposal for resolution to the General Meeting:

AGM Resolution …/2024. (IV. 12.)

The General Meeting resolves on the payment of HUF 2,123,248,080 as dividend from the profit of the previous year and the dividends (due) received from the subsidiaries until the preparation of the financial statements for the year of 2023 pursuant to Article 39 (3) and (3a) of Act C of 2000 on Accounting, which means a gross dividend payment of HUF 120 (i.e. one hundred and twenty forints) per ordinary share (EUR 0.35 per share).

Shareholders shall be entitled to a dividend in proportion to the nominal value of the shares they hold, in accordance with the provisions of the Articles of Association. Dividends payable in respect of treasury shares shall be considered as distributions due to the shareholders entitled to receive dividends in proportion to the nominal value of their shares.

The record date for the shareholder identification of dividend payments is 26 June 2024.

The dividend payment commences on 3 July 2024.

The dividend will be paid by KELER Zrt. on behalf of the Company. The General Meeting hereby requests the Board of Directors to publish a separate announcement on the details of the dividend payment by 20 June 2024 at the latest, including the actual gross dividend per share based on the number of treasury shares at the shareholder identification date.

The part of the report of the Supervisory Board concerning the payment of dividends:

The Supervisory Board agrees with the proposal of the Board of Directors regarding the appropriation of profit and proposes to the General Meeting to approve the payment of a gross dividend of HUF 120 (one hundred and twenty forints) per share to the shareholders of the Company from the dividends received (due) from the subsidiaries until the preparation of the financial statements for 2023.

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