AutoWallis : Corporate Governance Report of AutoWallis Nyrt. adopted by the General Meeting on 29 April 2026

About this update from Autowallis Plc Class C

Corporate Governance Report AutoWallis Nyrt. 2025. Introduction AutoWallis Nyrt. (hereinafter: 'Company') is a public limited company registered in Hungary by the Metropolitan Court as the Court of Registration. The Company's shares have been listed on the Budapest Stock Exchange (hereinafter: 'BSE'); accordingly, the Company follows the corporate governance principles established in Hungary and the related mandatory legal regulations. The Company has developed its Corporate Governance Processes, including this Corporate Governance Report, in accordance with Section 3:289 of Act V of 2013 on the Civil Code (hereinafter: 'the Civil Code') and the Corporate Governance Recommendations of the Budapest Stock Exchange. - A brief presentation of the operation of the Board of Directors / Governing Board, and the distribution of responsibilities and tasks between the Board of Directors / Governing Board and the management. The Company's Board of Directors is the managing body of the Company, it acts as a body. The Board of Directors or its authorised Board Members represent the Company in dealings with third parties and before the courts and other authorities. The Board of Directors consists of both executive and non-executive members. The responsibilities of the executive members include the preparation and implementation of the Board's decisions, as well as the management of the Company's ongoing operations in accordance with the applicable laws, the Company's Articles of Association, the rules of procedure of the Company's governing bodies, and other internal regulations, and-where applicable-in accordance with the instructions of the Board of Directors in individual matters. The non-executive members primarily participate in the work of the Board of Directors as a decision-making body and do not take part in the Company's day-to-day operations; however, they are vested with, and subject to, the rights and obligations set out in the Articles of Association and in the relevant laws. In addition to the management of the Company, the Board of Directors plays a key role in relation to the subsidiaries belonging to the group of companies (hereinafter: 'Group') managed by the Company. The Board of Directors coordinates and directs the management of the Group, provides guidance - in the case of single-member companies, member direction - and defines the Group's business and development concept. The Board of Directors is entitled to include in its competence all decisions that do not fall within the competence of the General Meeting or any other entity or person, and also decides on all matters referred to the competence of the Board of Directors by the Civil Code, other legal regulations or the Articles of Association of the Company. The Rules of Procedure of the AutoWallis Board of Directors is available on the following link: https://autowallis.com/szabalyzatok/ . - An introduction of the Board of Directors / Governing Board, Supervisory Board and management members (for board members, also indicating each member's status of independence), a presentation of the boards structures. The Company currently has a Board of Directors consisting of 7 members. Chairman: Zsolt Müllner (not independent, employee of the Company, executive member), and the other members: Gábor Ormosy (Chief Executive Officer, not independent, employee of the Company, executive member), Ferenc Vaczlavik (not independent, employee of the Company, executive member), Tibor Veres, Gyula Mező, Ferenc Karvalits and Bence Buday (non-executive members). The Company currently has a Supervisory Board consisting of 4 members, chairman: Attila László Chikán, and the other members: György Ecseri, Géza Deme and Péter László Lakatos dr. The Audit Committee has 3 members, chairman: Attila László Chikán, and the other members: György Ecseri and Péter László Lakatos dr. - Specifying the number of meetings which the Board of Directors / Governing Board, Supervisory Board and committees held in the given period, completed with attendance rates. During 2025, the Board of Directors of the Company held 10 meetings, 7 with 100%, 3 with 86% attendance rate. Furthermore, the Board of Directors adopted resolutions on 17 occasions in writing, without holding a meeting. The Supervisory Board held 5 meetings in 2025, 4 with 100%, 1 with 75% attendance rate. The Audit Committee had 6 meetings in 2025, 5 with 100% and 1 with 67% attendance rate. - A presentation of the work done by the Board of Directors / Governing Board, the Supervisory Board and the management as well as the considerations for assessing their individual members. Specifying if the assessment carried out in the given period resulted in any changes. The Board of Directors, the Supervisory Board and the Audit Committee of the Company performed the tasks required by law, their Rules of Procedure and the Articles of Association of the Company. The Company does not evaluate the work of individual members separately. 1.5- A report on the operation of each committee, elaborating on the professional background of committee members, the number of and the attendance rate at the meetings held as well as the major topics discussed at the meetings and a presentation of the general operation of each committee. When presenting the operation of the Audit Committee, any decision by the Board of Directors / Governing Board against the proposal of the committee should be mentioned (also including the explanations offered by the Board of Directors / Governing Board). The Company website, where all tasks delegated to the committees and the dates of the members' appointment must be published, should also be mentioned. (If this information is not available on the Company website, it must be included in the Corporate Governance Report.) The Company's Audit Committee held 5 meetings in 2025, 5 of them with 100% and 1 with 67% attendance rate. The main topics of the meetings were: Review of the investor presentation presenting the Group's Q1-Q4 2024 results Review and comment on the 2024 annual IFRS and connecting reports Review and comment on the 2025 first half-year report Review and comment on the investor presentation presenting the Group's Q1-Q3 2025 results Review and comment on the payment of overtime related to the audit of the 2024 sustainability report It was not necessary to convene an extraordinary meeting; the Audit Committee did not observe any event giving rise to an extraordinary investigation. The Board of Directors did not make a decision contrary to its proposal. The professional presentation of the members of the Audit Committee can be viewed on the Company's website: https://autowallis.com/vezeto-testuletek . The Rules of Procedure presenting the operation of the Audit Committee are also available on the website: https://autowallis.com/szabalyzatok/ . The Audit Committee determines its own Rules of Procedure. The Company's Supervisory Board held five meetings in 2025, 1 of them with 100%, 1 of them with 75% attendance rate. The main topics of the meetings were: Review of the investor presentation presenting the Group's Q1-Q4 2024 results Review and comment on the 2024 annual IFRS and connecting reports Review and comment on the 2025 first half year report Review and comment on the investor presentation presenting the Group's Q1-Q3 2025 results Approval of the annual compliance report and the internal audit report, as well as the approval of the annual Compliance Work Plan and the Internal Audit Work Plan The professional presentation of the members of the Supervisory Board can be viewed on the Company's website: https://autowallis.com/vezeto-testuletek . The Rules of Procedure presenting the operation of the Supervisory Board are also available on the website: https://autowallis.com/szabalyzatok . The Supervisory Board determines its own Rules of Procedure, which are approved by the General Meeting. - A description of the system of internal controls, an evaluation of the activities performed in the given period. A report on the efficiency and effectiveness of the risk management procedures. (Information about where shareholders can access the Board of Directors / Governing Board report on the operation of internal controls.) The Company's internal control system consists of interrelated policies, regulations, processes and other organizational solutions designed to provide reasonable assurance regarding the effectiveness and efficiency of operations, the reliability of financial reporting, and compliance with legal and internal requirements. The main goal of internal control is for the organisation to perform its defined task with an adequate quality: carry out its management activities regularly, economically, efficiently and effectively; ensure the accuracy and reliability of financial and operational information; comply with applicable laws and regulations; and with internal requirements; The design and operation of internal controls are the primary responsibility of the first line of defense, while their further development is carried out with the support of the second line of defense and based on the feedback of the third line of defense. According to the IIA's Three Lines Model, the first line of defense consists of the managers and organizational units responsible for operational activities. They are accountable for identifying and assessing risks, as well as for establishing, operating and ensuring the effective functioning of internal controls. The second line of defense is made up of supporting and oversight functions-particularly risk management and compliance-which provide methodological guidance, support the first line of defense, and monitor and supervise the functioning of the control environment. One of the most significant achievements of the recent period has been the development, issuance and implementation of the 'Regulation on Regulations'. This framework establishes a unified structure for the full lifecycle of the Group's internal regulatory documents, thereby ensuring transparency and consistency of operations. It defines the hierarchy of regulatory documents, roles and responsibilities, as well as mandatory formal and content requirements, thereby strengthening the organizational control environment. Through its built-in control points, documentation obligations and audit trail, it enhances traceability and accountability. It also supports legal compliance and the consistent application of internal norms across the entire Group. At the Company, the functioning of the first line of defense is supported by the Compliance Function and the Risk Management Committee, in particular through providing methodological guidance necessary for the development of the control environment, supporting the creation of policies, regulations and process descriptions, assisting projects from a compliance perspective, facilitating the identification and assessment of risks, and monitoring compliance with regulatory requirements. The internal audit function is carried out by an internal auditor, who, as part of the third line of defence, provides independent and objective assurance on the effectiveness of the internal control system and risk management processes, and whose duties include: compliance and effectiveness review of the Company's internal regulations and processes (ex-post control review, using quantitative methods such as substantive testing and qualitative methods such as walkthrough analysis) preparing an annual report for the Supervisory Board monitoring the implementation of action plans established as a result of internal audits review of the internal control rules as necessary The activities of the internal auditor are monitored by the Supervisory Board. It receives regular information on ongoing matters, contracts and events, may be given an ad-hoc mandate, if necessary, and has continuous access to the Company's documents. A Risk Management Committee operates within the Company, which, as part of the second line of defense, coordinates risk management activities and supports decision-making related to risk handling. Its members include the Group Chief Financial Officer (CFO), the investor relations expert, the heads of the Group's legal and compliance functions, as well as the ESG expert. The Risk Management Committee examines and assesses the risks affecting the Company and makes recommendations for their management; formulates Key Risk Indicators and proposes the Company's risk appetite level to the Board of Directors, and periodically reports on its activities to the Supervisory Board and the Board of Directors Financial risk assessment should be an intergated part of every planning and forecasting process, as well as in the preparation of new investment decisions. The Company operates a centralised control system covering all subsidiaries of the Company, under the direction of the Chief Financial Officer. The controlling activity monitors the achievement of the plan objectives for each subsidiary of the Group based on the expectations of the individual plans updated annually by the Board of Directors. The controlling organisation continuously monitors changes and risk factors in relation to the plans and reports to management on a monthly basis. The two-person Compliance Function operating within the Company, as part of the second line of defense, is responsible for the establishment, operation and ongoing development of the compliance framework (the 'Compliance Program'), while ensuring competitiveness and supporting the business (reasonability check - CBA [Cost Benefit Analysis]), as well as promoting ethical business conduct. In this context: has prepared and maintains the Code of Ethics; develops internal policies and regulations, as well as operational document templates, to ensure legal compliance; presents these regulations through e-learning modules and, upon request, through in-person training sessions; regularly informs employees through newsletters; acts in an advisory role during acquisitions and large-scale development projects, providing compliance and risk-management methodological support; supports data protection compliance and the management of fraud, corruption, sanctions, competition law and consumer protection risks; conducts compliance-focused reviews to assess the effectiveness of internal controls; operates the whistleblowing system, ensuring the possibility of anonymity; supports the selection of appropriate business partners and the development of information security requirements. During the reporting period, the Company further strengthened its control environment by establishing the Ethics Committee in addition to the Code of Ethics. The role of the Ethics Committee is to promote adherence to ethical standards, investigate potential breaches, and initiate necessary corrective actions. The aim of the compliance function is to support a corporate operating and decision-making culture in which legal and internal regulatory compliance, along with ethical principles, form an integral part of everyday operations. In this context, the Company strives to ensure that controls are not merely formal requirements but are embedded into organizational processes and reflected in employees' daily activities. This approach contributes to ensuring that the effectiveness of the internal control system is not achieved solely through formal controls, but also through organizational culture and ethical conduct, in line with international corporate governance and internal control standards. - Information on whether the auditor performed any activities not related to auditing. PricewaterhouseCoopers Könyvvizsgáló Kft. (responsible auditor: Biczó Péter, chamber registration number: 004957) audited the 2025 annual IFRS reports. The auditors also provided non-audit services during the current year, without violating their independence. - An overview of the Company's publication policy and its insider trading policy. The Company applies the disclosure rules prescribed in its disclosure policy, legislation, BSE Regulations and the Company's Articles of Association. Places of publication: according to the Articles of Association, the official website of the BSE ( www.bet.hu), the publication website of the MNB ( https://kozzetetelek.mnb.hu/) and the website of the Company ( www.autowallis.com). The Company maintains a register of persons engaged in activities with the Company on a legal basis and having access to inside information. The regulation of the Company on Insider Persons, the MAD/MAR - European Regulation, and the Capital Market Act guidelines apply to the Company's insider persons. - An overview of the method of exercising shareholder rights. A shareholder whose name appears - on the day of the closing of the Register of Shareholders in the Register of Shareholders compiled on the basis of the identification procedure initiated by the Company is entitled to participate and vote at the General Meeting of the Company. Each share entitles its holder to one vote. The shareholder can exercise their rights in person or through a proxy. The method of voting shall be determined by the Board of Directors in such a way that the voting right can be determined on the basis of the number and nominal value of the shares. - A brief presentation of the rules for the conduct of the General Meeting. The General Meeting is the highest organ of the Company. The General Meeting shall be convened as necessary, but at least once per calendar year. A General Meeting may be convened at a place other than the registered office of the Company. The Annual Ordinary General Meeting approving the annual report of the Company shall be convened in such a way that the IFRS reports can be approved within the statutory deadline. An Extraordinary General Meeting may be convened by the Board of Directors if it deems it necessary for the operation of the Company. The convening of an Extraordinary General Meeting may be requested by the Supervisory Board, the auditor or the Court of Registration in the cases specified in the Civil Code, and by the shareholders representing at least 5 percent of the Company's share capital, by stating, in writing, the reason and purpose therefor. The General Meeting has a quorum if the shareholder representing more than half of the voting shares is present in person or through their authorised representative (including proxy). If the General Meeting does not have a quorum, the repeated General Meeting shall have a quorum to decide on the matters included on the original agenda regardless of the number of attendees. An attendance sheet shall be prepared and minutes shall be kept of the General Meeting in accordance with the provisions of the Civil Code. The vote counter shall be elected by the general meeting. The minute authenticator shall be elected by the general meeting by simple majority, provided that the authenticator of the minutes of the general meeting may only be a shareholder or the proxy of a shareholder. Presentation of the issuer's compliance with Section IV. of Act 67 of 2019 on the incentivisation of long-term shareholder participation and harmonization of particular other acts. For the year 2025, a remuneration report has been prepared, which will also be submitted to the Annual General Meeting held on 29 April 2026. The Company's Board of Directors has prepared the amended remuneration policy - in accordance with Act LXVII of 2019 on the encouragement of long-term shareholder engagement and on certain legislative amendments for the purpose of legal harmonisation - which will likewise be submitted to the Annual General Meeting on 29 April 2026. In the case of a transaction concluded with a related party, the Company regularly reviews whether obligation of announcement arises based on the value of the transaction. Annex 2 - Recommendations 1.1.1- The Company has an organisational unit responsible for investor relationship management or a designated person performing these tasks. yes no 1.1.2 - The Company's Articles of Association are available on the Company's website. yes no 1.1.4 - If the Company's Articles of Association allow shareholders to exercise their rights in their absence, did the Company publish the methods and conditions of doing so, including all necessary documents. yes no - The Company has published a summary document on its website containing the rules applicable to the conduct of its General Meetings and the exercise of voting rights by shareholders. yes no - The Company has published the exact date when the range of those eligible to participate in a given company event is set (record date) and the last day when shares granting eligibility for participation can be traded. yes no - The Company has held its General Meetings in a manner that ensures maximum shareholder participation. yes no 1.2.6 - The Company has not restricted shareholders' rights to designate a different representative for each of their securities accounts to represent them at any General Meeting. yes no 1.2.7 - For proposals regarding agenda items, the Board of Directors' draft resolution and the Supervisory Board's opinion have been disclosed to the shareholders. yes no - The Company has not restricted the rights of shareholders attending a General Meeting to request information, add comments, and submit proposals, except for measures taken to ensure the proper conduct of the General Meeting. yes no - By answering questions raised at the General Meeting, the Company has ensured compliance with the information provision and disclosure principles set out in legal and stock exchange requirements. yes no - The Company has published on its website the answers to questions that the Company's board representatives or its auditor could not satisfactorily answer at the General Meeting within three working days following the meeting or provided an official statement explaining why answers were not given. yes no 1.3.7 - The Chairman of the General Meeting has ordered a recess or suggested postponement when a proposal was submitted that shareholders had not had the opportunity to review before the General Meeting. (There has been no such case, but its proper management is ensured.) yes no - The Chairman of the General Meeting has not used a combined voting procedure for decisions related to electing and recalling executive officers and Supervisory Board members. yes no - For executive officers or Supervisory Board members nominated by shareholders, the Company has disclosed the identity of the supporting shareholder(s). yes no - Before discussing agenda items concerning amendments to the Articles of Association, the General Meeting has passed a separate resolution determining whether to decide on each amendment by individual votes, joint votes, or votes combined in a specific way. yes no The Company's Annual General Meeting adopted a separate resolution on the amendment of the Articles of Association. - The Company has published the minutes of the General Meeting, including resolutions, descriptions of draft resolutions, and any important related questions and answers, within 30 days following the General Meeting. yes no The Company published the resolutions of the General Meeting. - The Company's publication guidelines cover the procedures for electronic, online disclosure. yes no - The Company has designed its website with consideration for disclosure requirements and investor information needs. yes no - The Company has an internal publication policy that covers the processing of information listed in Section 1.6.2 of the Recommendations document. yes no - The internal regulations of the Company cover the methods for assessing events deemed important for publication. yes no - The Board of Directors/Governing Board has assessed the efficiency of the publication processes. yes no - The Company has published the findings of the efficiency assessment of its publication process. yes no We have not published this report, but we will aim to do so in 2026. - The Company has published its annual company event calendar. yes no - The Company has published its strategy, business ethics, and policies regarding other stakeholders. yes no - The Company has published the career information of Board of Directors/Governing Board, Supervisory Board, and management members in its annual report or on the company website. yes no - The Company has published all relevant information about its internal organisation, the operation of its Board of Directors/Governing Board and Supervisory Board, the work of management, assessments of these, and any changes during the year. yes no 1.6.8 - The Company has published its risk management guidelines, information about its internal control system, key risks, and risk management principles. yes no - The Company has published its guidelines on insider trading of its shares. yes no - The Company has disclosed the shareholdings of Board of Directors/Governing Board, Supervisory Board, and management members in the Company's securities, as well as the extent of their interest under the equity-based incentive system in the annual report or another format. yes no - The Company has published information about relationships that Board of Directors/Governing Board, Supervisory Board, and management members may have with third parties that could affect the Company's operation. yes no 2.1.1 - The Company's Articles of Association contain clear provisions regarding the responsibilities and competences of the General Meeting and the Board of Directors / Governing Board. yes no 2.2.2 - The Company publishes the procedure used for nominating Board of Directors / Governing Board members and the principles for determining their remuneration. yes no Currently we do not have a nomination procedure or policy, the principles for remuneration are set out in the remuneration policy. - The Supervisory Board provides a detailed description of its operation and duties, as well as the administrative procedures and processes followed by it, in its rules of procedure and work plan. yes no - The Board of Directors / Governing Board and the Supervisory Board hold meetings periodically at a predefined interval. yes no - The rules of procedure of the Board of Directors / Governing Board and the Supervisory Board provide rules for the conduct of meetings that cannot be planned in advance, as well as for decision-making using electronic telecommunications means. yes no - Board members have access to the proposals to be presented at the meeting of the respective board at least five days prior to the meeting. yes no Description in exceptional cases, the rules of procedure of the bodies provide for the possibility of derogating therefrom - The Company arranges the proper conduct of the meetings, the drawing up of the meeting minutes, and the management of the resolutions made by the Board of Directors / Governing Board and the Supervisory Board. yes no 2.4.3 - The rules of procedure provide for the regular or ad hoc participation of non- board members at the respective board's meetings. yes no - The members of the Board of Directors / Governing Board and the Supervisory Board are nominated and elected in a transparent process, and information about the candidates is made public in due time before the General Meeting. yes no - The composition and size of the boards comply with the principles set out in Section 2.5.2 of the Recommendations. yes no - The Company ensures that newly elected Board of Directors / Governing Board and Supervisory Board members become familiar with the structure and operation of the Company, and they carry out their tasks as members of the respective boards. yes no - The Governing Board / Supervisory Board requests (in the context of preparing the annual corporate governance report) its members considered to be independent to confirm their independence at regular intervals. yes no - The Company provides information about the tools that ensure the Board of Directors / Governing Board objectively assesses the management's activities. yes no - The Company publishes its guidelines concerning the independence of its Governing Board / Supervisory Board members and the applied independence criteria on its website. yes no Description The Company acts in accordance with the Civil Code. - The Supervisory Board of the Company includes members who have held a position in the Board of Directors or in the management of the Company in the previous five years, except in cases where their involvement ensured employee participation. yes no - Members of the Board of Directors / Governing Board inform the Board of Directors / Governing Board and, if applicable, the Supervisory Board (or the Audit Committee if a uniform governance system is in place) if they, individuals they have business relations with, or their relatives have an interest in any business transactions of the Company (or any subsidiaries thereof) that excludes their independence. yes no - Transactions and assignments between members of boards/members of the management/individuals closely associated with them and the Company/subsidiaries of the Company are carried out in accordance with the Company's general business practice but apply more stringent transparency rules compared to general business practice, and they are approved. yes no - Board members inform the Supervisory Board / Audit Committee (Nominating Committee) if they receive an appointment for a board membership or management position in a company not belonging to the Company Group. yes no - The Board of Directors / Governing Board develops guidelines for the flow of information and the management of insider information within the Company and monitors compliance with them. yes no - The Company has created an independent internal audit function that reports directly to the Audit Committee / Supervisory Board. yes no - Internal Audit has unrestricted access to all information necessary for carrying out audits. yes no - Shareholders receive information about the operation of the system of internal controls. yes no - The Company has a function ensuring compliance (compliance function). yes no - The Board of Directors / Governing Board or a committee operated by it is responsible for the supervision and management of the entire risk management of the Company. yes no - The relevant organization of the Company and the General Meeting receive information about the efficiency of the risk management procedures. yes no - With the involvement of the relevant areas, the Board of Directors / Governing Board develops the basic principles of risk management, taking into account the special idiosyncrasies of the industry and the Company. yes no - The Board of Directors / Governing Board defines the principles for the system of internal controls to ensure the management and control of the risks affecting the Company's activities, as well as the achievement of its performance and profit objectives. yes no - Internal control system functions report to the competent board at least once a year about the operation of internal control mechanisms and corporate governance functions. yes no 2.9.2 - The Board of Directors / Governing Board invites the Company's auditor in an advisory capacity to the meetings on financial reports. yes no Section 3 - Proposals 1.1.3 - The Company's Articles of Association provide an opportunity for shareholders to exercise their voting rights even when they are not present in person. yes no - The Company determines the place and time of General Meetings initiated by shareholders by taking the initiating shareholders' proposals into account. yes no Description : There was no shareholder-initiated general meeting. - The voting procedure used by the Company ensures a clear, unambiguous, and fast determination of voting results, and in the case of electronic voting, also ensures the validity and reliability of the results. yes no - The Board of Directors / Governing Board and the Supervisory Board are represented at the General Meeting. yes no - In the event that the Board of Directors / Governing Board and the Supervisory Board are absent, the Chairman of the General Meeting discloses this before the discussion of the agenda begins. yes no - The Articles of Association of the Company do not preclude any individuals from receiving an invitation to the General Meetings of the Company at the initiative of the Chairman of the Board of Directors / Governing Board and from being granted the right to express their opinion and add comments if their presence and expert opinion are presumed to be necessary or help provide information to shareholders and facilitate decision-making at the General Meeting. yes no - The Articles of Association of the Company do not preclude any individuals from receiving an invitation to the General Meetings of the Company at the initiative of shareholders requesting to supplement the agenda items of the General Meeting and from being granted the right to express their opinion and add comments. yes no 1.3.6 - The annual report of the Company, prepared as specified in the Accounting Act, contains a brief, easy-to-understand, and illustrative summary for shareholders, including all material information related to the Company's annual operation. yes no - In line with Section 1.4.1, the Company pays dividends within 10 working days to those shareholders who have submitted all the necessary information and documents. yes no - The Company publishes its information in English as well, in line with the provisions of Section 1.6.11. yes no - The Company informs its investors about its operation, financial situation, and assets on a regular basis, but at least quarterly. yes no - The Company has internal procedures in place regarding the use of external advisors and outsourced activities. yes no

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