ALTEO Energy Services Public : Information on the introduction of a new long-term incentive scheme

ESOP REMUNERATION POLICY FOR MEMBERS OF SENIOR MANAGEMENT

2025

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WHEREAS the fundamental objective of the Company is to enable the future improvement of the Company's economic performance based on innovation, with the senior management of the Company playing a key role in that regard;

WHEREAS, in line with domestic and international practice, the Company considers the establishment of a share-based incentive scheme for members of the senior management a model to be followed, capable of motivating and retaining members of senior management beyond any short-term interests;

WHEREAS, the Company's remuneration system is designed in accordance with the principles of transparency and corporate governance and in compliance with the SRD Act and the relevant legal provisions;

WHEREAS the Company established under the ESOP Act the ESOP Organization and launched an Employee Share Ownership Program for the acquisition of financial assets that could previously be obtained under various remuneration policies, and the experience gained has shown that remuneration under the Employee Share Ownership Program is suitable for achieving the above objectives;

NOW, THEREFORE, the Company adopts the following remuneration policy for the acquisition of financial assets for the benefit of the Members of Senior Management of the Company as defined below, in accordance with the ESOP Act:

1. Definitions used in the Remuneration Policy

Articles of Association	The articles of association of the ESOP Organization as in force from
		time to time.
Enlargement		Additional Members of Senior Management becoming covered by the
		personal scope of the Remuneration Policy after the Starting Date due to
		(i) the establishment of their employment or (ii) a change in their job title
		or position, at the Company's discretion.
Enlargement Date	Date of adoption of the amendment to the Remuneration Policy pursuant
		to Section 4.2.
EBITDA		The EBITDA value derived from the Company's consolidated statement
		of earnings under IFRS, which is equal to the sum of operating profit and
		depreciation and amortization.
Measurement Period	Financial years 2023 and 2024, in respect of which the Company's
		economic performance and remuneration criteria shall be assessed.
Member(s)	of	Senior Members of Senior Management covered by this Remuneration Policy
Management		and employed by the Company who are identified (i) in Annex 1 to this
		Remuneration Policy at the Starting Date, and (ii) in the event of
		Enlargement, in the new Annex to this Remuneration Policy, at the
		Enlargement Date.
Director(s)		Person(s) as defined in Section 2(2) of the SRD Act.

Directors' Remuneration Policy The comprehensive remuneration policy for directors under the SRD Act.

Remuneration Condition	The condition, as defined in Section 8.1 of this Remuneration Policy,
	which measures the future improvement of the Company's economic
	performance and on the basis of which Participants may receive
	remuneration in accordance with the provisions of the ESOP Act, as
	defined in this Remuneration Policy and the Articles of Association.
Remuneration Policy	This ESOP Remuneration Policy for Members of Senior Management.
Award Value	The award value necessary to determine the Shares to be made available
	to the ESOP Organization in respect of a given Participant.

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Contact Person	The employee of the Company responsible for liaising with the ESOP
	Organization.
Beneficiary	One or more natural person(s) designated in writing by the Participant to
	whom the Participant's membership stake under this Remuneration
	Policy shall pass in the event of the Participant's death.
Starting Date	The effective date of this Remuneration Policy.
Announcement	Announcement of the Remuneration Policy to Members of Senior
	Management falling under the scope thereof as set out in Sections 5.1-5.3
	of the Remuneration Policy.
Approximate Award Value	The variable necessary to determine the Number of Shares, which is the
	smallest integer equal to or greater than the Award Value that is divisible
	by the Share Price without a remainder.
ESOP Organization	The ALTEO Employee Share Ownership Program Organization
	(registered with the Budapest-Capital Regional Court under registration
	number 01-05-0000133), established by the Company as the founder
	under the ESOP Act to manage the financial assets that may be acquired
	by the Company under the remuneration policy.
ESOP Act	Act XLIV of 1992 on the Employee Share Ownership Program.
Heir	One or more natural person(s) who are heirs as defined in Book Seven of
	the Civil Code, and who do not qualify as heir(s) excluded from the
	succession by reason of disqualification under Section 7:4 of the Civil
	Code.
Civil Code	Act V of 2013 on the Civil Code.
Participant(s)	Members of Senior Management who become participants of the ESOP
	Organization in accordance with the provisions of the ESOP Act and the
	Articles of Association.
Share Price	The offer price specified in the statutory public takeover bid for the
	Company's Shares approved by the Central Bank of Hungary in
	Resolution No. H-KE-III-77/2023 adopted on 2/3/2023, i.e. HUF 3,040.
Number of Shares	The number of Shares to be made available to the ESOP Organization in
	respect of a Participant or, in respect of the Enlargement, the number of
	Shares to be purchased or subscribed by or made available to the ESOP
	Organization in respect of a Participant.
Share(s)	ALTEO Nyrt. ordinary shares with a face value of HUF 12.5, ISIN
	identifier: HU0000155726, which are the underlying financial
	instruments for the purposes of the Remuneration Policy.
SRD Act	Act LXVII of 2019 on the Encouragement of Long-Term Shareholder
	Engagement and the Amendment of Certain Acts with a View to
	Legislative Harmonization.
Company	ALTEO Energiaszolgáltató Nyilvánosan Működő Részvénytársaság
	(registered office: H-1033 Budapest, Kórház utca 6-12; registered at the
	Company Registry Court of Budapest-Capital Regional Court under
	company registration number Cg. 01-10-045985), the founder of the
	ESOP Organization.
Closing Date	The date of the redemption of the Shares for cash pursuant to Section 9.1,
	when the Participants' membership stake is withdrawn and they become
	entitled to the portion of the ESOP Organization's profit after tax and any
	excess equity attributable to the Shares held in respect of their
	membership stake.

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2. The ESOP Organization

1. The Company as founder established the ESOP Organization on December 16, 2016.
2. Detailed rules for the ESOP Organization are set out in the Articles of Association.
3. The Remuneration Policy is implemented by the ESOP Organization.
4. Members of Senior Management covered by the Remuneration Policy become Participants in the ESOP Organization and acquire membership stakes in accordance with the provisions of the ESOP Act and the Articles of Association.

3. Subject of the Remuneration Policy

1. The objective of this Remuneration Policy is,
2. 1. for the financial years 2023 and 2024,
   2. provided the Remuneration Condition is met, and after any potential adjustments as per Section 7,
   3. by way of a cash payment of the claim arising from the redemption for cash of the a specified number of Shares made available to the ESOP Organization by the Company free of charge under Section 6, or purchased by or made available to the ESOP Organization in the Enlargement, and from the withdrawal of the membership stake relating to the Shares,
   4. to grant an allowance to the categories of staff defined in Sections 4.1 to 4.2.
3. Cash awarded under this Remuneration Policy is an incentive linked to future improvements in the Company's economic performance.
4. This Remuneration Policy only sets out the framework for the benefits specified in Section 3.1 and does not regulate the legal relationship between the Company and the Members of Senior Management or the rules governing other benefits for Members of Senior Management. Under and in the context of this Remuneration Policy, a change in the job title of a Member of Senior Management after the Starting Date or Enlargement Date will not result in the provision of additional Shares to the ESOP Organization and will not entitle the relevant Member of Senior Management to additional remuneration.
5. The benefits payable under the Remuneration Policy form part of the remuneration of Directors as set out in the Directors' Remuneration Policy in force from time to time. Accordingly, the benefits payable to such persons pursuant to the Remuneration Policy must also be approved by the Company's General Meeting. In the absence of such approval by the Company's General Meeting, no remuneration may be paid pursuant to this Remuneration Policy to the Company's
   Directors.

4. Personal scope of the Remuneration Policy

1. The personal scope of the Remuneration Policy extends to the Members of Senior Management as specified in Annex 1.
2. The Remuneration Policy also covers Members of Senior Management involved in the Enlargement. The scope of employees to be covered by the Enlargement shall be decided by the Board of Directors of the Company, on the basis of which this Remuneration Policy will be amended by June 1, 2024, so that the Members of Senior Management to be covered by the Enlargement will be indicated in a new annex to this Remuneration Policy.

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1. The Remuneration Policy shall cease to apply to a Member of Senior Management if:
2. 1. their employment is terminated for any reason during the period from the Starting Date or, in the case of Members of Senior Management affected by the Enlargement, from the Enlargement Date, to the Closing Date;
   2. their being under the scope of the Remuneration Policy and/or acquiring a membership stake in the ESOP Organization is excluded or results in conflict of interest under applicable legislation or any of the Company's internal rules.
3. Participation in the program implemented under this Remuneration Policy does not confer any entitlement to employment to the Member of Senior Management covered by it, and the Company is entitled to terminate the employment of the Member of Senior Management under the terms of Act I of 2012 on the Labor Code or the employment contract with the Member of Senior Management, even while under the scope of the Remuneration Policy.
4. Should the Member of Senior Management concerned become aware of a circumstance referred to in Section 4.3(b) above, they shall report it in writing to the Contact Person within eight days of the Starting Date or Enlargement Date, as the case may be. If a conflict of interest arises after the Starting Date or Enlargement Date, the Member of Senior Management shall notify the Contact Person of the conflict of interest within eight days of its occurrence.
5. In the case of Section 4.3(a) above, the Remuneration Policy shall cease to apply to the Member of Senior Management from the day following the termination of employment, and in the case of Section 4.3(b) above, from the day when the conflict of interest arises.
6. Employees of the Company who are not covered by the Remuneration Policy and Members of Senior Management to whom the Remuneration Policy ceases to apply in accordance with Section
   4.3 shall not be entitled to any indemnity, compensation or other pecuniary benefit due to that fact.

5. Announcement of the Remuneration Policy

1. Within 15 business days of the Starting Date (or for any Enlargement, the Enlargement Date), the Company shall ensure that Members of Senior Management have access to the following:
2. 1. the fact and date of adoption and entry into force of the Remuneration Policy,
   2. the full text of the Remuneration Policy,
   3. the draft Articles of Association, in a consolidated structure with the amendments,
   4. the Privacy Notice,
   5. ways of contacting the ESOP Organization and the name of the contact person.
3. The Company shall ensure that all Members of Senior Management receive the documents specified in Section 5.1 via the electronic interface normally used for internal communication (or, if this is not possible, in writing), within the time limit specified therein. Members of Senior Management shall keep the business secrets disclosed to them through their participation in the ESOP Organization.
4. The Company shall ensure that the content of the Announcement is made available to all Members of Senior Management on equal terms.

6. Award Value and the making available of the Shares

6.1. The Company shall, concurrently with the Announcement, individually communicate to each Member of Senior Management the Award Value applicable to them for the determination of the

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