PannErgy : Articles of Associations

PANNERGY PUBLIC COMPANY LIMITED BY SHARES

15 JULY 2024

This announcement is published in Hungarian and English languages. In case of any contradiction

between these two versions, the Hungarian version shall prevail.

ARTICLES OF CORPORATION

OF

PANNERGY NYILVÁNOSAN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG

[PANNERGY PUBLIC COMPANY LIMITED BY SHARES]

that have been amended and set in a unified structure in accordance with Act V of 2013 on the Civil Code (hereinafter referred to as Ptk.) (such amendments and modifications have been highlighted in bold and underlined italics) (hereinafter referred to as the "Articles of Corporation):

I

NAME AND SEAT OF THE COMPANY

1. Name of the Company:
   Short name of the Company:
2. Foreign name of the Company: Short foreign name of the Company:

1. Registered seat of the Company:
2. Branch office of the Company:

PannErgy Nyilvánosan Működő

Részvénytársaság

PannErgy Nyrt.

PannErgy Public Company Limited by Shares PannErgy PLC

H-1112 Budapest, Boldizsár utca 2. H-4031 Debrecen, Kishegyesi út 263.

As in accordance with the decision of the General Meeting and the Board of Directors, the Company is entitled to raise and establish business sites, branch offices and agencies, as well as sub-offices both in Hungary and abroad. The registration of any such decision at the Court of Registration, as well as the disclosure thereof shall be managed by the Board of Directors or any person entrusted by the Board of Directors.

II

FOUNDATION AND DURATION OF THE COMPANY

4. The Company has been founded for an indefinite period of term.

The Company shall be deemed as the general legal successor of H-Pannonplast Műanyagipari Vállalat [H- Pannonplast Plastics Industry Corporation] with the date of transformation being 1 June 1991.

III

SCOPE OF ACTIVITIES OF THE COMPANY

1. Pannonplast Plc has been founded to perform the activities specified in the present Articles of Corporation.
2. Scope of activities by the Company according to TEÁOR '08:

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1. '08 Business management - core activity

1. '08 Other mining services
   22.21'08 Manufacture of plastic panels, sheets, films, pipes, profiles 22.22'08 Manufacture of plastic packaging devices
   22.23'08 Manufacture of plastic building materials 22.29'08 Manufacture of other plastic products 27.32'08 Manufacture of electronic, electric wires, cables 27.33'08 Manufacture of fittings
   33.19'08 Repair services of other industrial devices 33.20'08 Commissioning of industrial machinery, equipment

1. '08 Other, non-categorized processing industry activities 35.30'08 Steam supply, air conditioning
   42.21'08 Construction of public utility lines for the transportation of liquids

1. '08 Soil sampling, pilot boring 46.19'08 Agency wholesale of mixed products

1. '08 Wholesale of waste materials

1. '08 Wholesale of mixed products 52.10'08 Storage and warehousing 52.24'08 Cargo management

1. '08 Operation of computerized devices 63.11'08 Data processing, web hosting services 68.20'08 Letting out and management of own real estates
   70.22'08 Business management and other management consultancy 71.12'08 Engineering activities, technical consultancy

1. '08 Other scientific, technical research and development

1. '08 Other, non-categorized professional, scientific, technical activities

1. '08 Renting of air transportation equipment
   77.39'08 Letting out of other machinery, tangible assets 77.40'08 Letting out of intangible assets

1. '08 Other, non-categorized complementary business services

IV

SHARE CAPITAL AND SHARES

1. The share capital of the Company shall be HUF 360,000,000 that is three hundred and sixty millionHungarian forints.
2. Shares of the Company:
   The Company's share capital consists of 18,000,000 piecesof registered dematerialized equity shares with the nominal value of HUF 20, that is twenty Hungarian forints each, representing the same and equal membership rights; such shares consist of one single series of shares.
3. [cancelled]
4. [cancelled]

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1. If by way of the three-fourth majority decision of the General Meeting the Company decides to operate as a private company limited by shares in the future, the Company shall provide for the delisting of its shares at the Stock Exchange. Such a change in the legal form of operations shall become effective upon the stock exchange delisting.
2. The Company's Board of Directors or any organization authorized by the Company's Board of Directors for the keeping of the Register of Shares (hereinafter referred to as "Other Keeper of the Register of Shares") as in accordance with the related legal regulations shall keep the Register of Shares about any shareholders holding provisional shares and fully paid up shares, by recording the following information:
3. 1. name of the shareholder (company), or name of the joint agent (company) for shares in joint holding;
   2. address of the shareholder (registered seat), or address of the joint agent (registered seat) for shares in joint holding;
   3. number of shares and provisional shares as held by the individual shareholders (with the ratio of their ownership);
   4. any cancelled details when such data are cancelled;
   5. date of the registration of the shareholder in the Register of Shares; date of the registration of any additional share acquisition, or the date of the registration of any full or partial cancellation of shareholding;

The Company's Board of Directors or any Other Keeper of the Register of Shares is obliged to register any shareholder in the Register of Shares at the request of the formally certified shareholder, immediately upon the notification of the data registered in the Register of Shares by the account- keeper of the respective securities account.

Such a shareholder may not be registered in the Register of Shares who

1. has so instructed, and any shareholder having made a declaration for this purpose shall be cancelled by the Company's Board of Directors or any Other Keeper of the Register of Shares without fail;
2. has acquired the Company's shares in a manner violating the rules pertaining to the transfer of shares in any relevant legal regulation or these Articles of Corporation."

11.3 The Company's shares may be transferred freely, without any restrictions. The title of the shareholders as owners of the Company shall be certified by registration in the Company's Register of Shares, and accordingly the shareholder may exercise its shareholder rights vis-á-vis the Company only if the given shareholder has been registered in the Register of Shares. Based on a written agreement made with the shareholder the account-keeper of the respective securities deposit account or the clearing house as the agent of the shareholder (hereinafter referred to as the "shareholder's agent") are entitled to exercise the shareholder's rights against the Company in its own name and on the shareholder's behalf. Such a shareholder's agent also can be an exchange foreigner person if it is entitled to exercise the shareholder's rights against the Company in its own name and on the shareholder's behalf as in its own right. This rule shall be deemed as applicable even if any membership right is exercised against the Company on the basis of the issue of secondary securities for the benefit of the owner of such secondary securities (final beneficiary). Any shareholder's agent may exercise the respective shareholder's rights against the Company only after its registration in the Register of Shares as a shareholder's agent.

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11.3.1 The Board of Directors of the Company or any Other Keeper of the Register of Shares shall register the data arising from the results of the shareholder identification for any beneficiary in connection with the closing of the Register of Shares prior to any General Meeting so that it shall simultaneously cancel all and any former data from the Register of Shares. Data cancelled from the Register of Shares shall remain identifiable. The rules of procedure for shareholder identification are specified by the currently effective regulations of Központi Elszámolóház és Értéktár (Budapest) Zrt. [Central Clearing

House and Depository (Budapest) Ltd] (hereinafter referred to as the KELER) (or its legal successor).

In between the dates of two successive General Meetings, the Company's Board of Directors or any Other Keeper of the Register of Shares shall continuously update the data registered in the Register of Shares on the basis of the results of the last shareholder identification under Section 11.2 herein by registering the notifications of the managers of the respective securities deposit accounts.

If the property rights of any shareholder registered in the Register of Shares (or in the case of a shareholder's agent those of the shareholder represented by the agent) over the respective shares (or any part thereof) have terminated by any debit on the securities deposit account,

1. the shareholder or
2. the account keeper of the respective securities deposit account shall notify this fact to the Company's Board of Directors or any Other Keeper of the Register of Shares within two business days as from the date of such debiting. The Company's Board of Directors or any Other Keeper of the Register of Shares shall register such a change in the Register of Shares on the basis of the notification provided by the manager of the respective securities account/shareholder without fail.

1. The Board of Directors is entitled to rule on any issues in relation to proceedings of keeping of the Register of Shares not settled in the Articles of Corporation, and in this respect the Board of Directors is obliged to inform the shareholders on the respective part of its rules of procedure upon any related request by any of the shareholders.
   On the basis of a preliminary written inquiry and proper appointment, the shareholder or any third person is entitled to have access to the Register of Shares at the registered seat of the Company or Other Keeper of the Register of Shares. The shareholder may request a copy of part of the Register of Shares being related to the shareholder from the Board of Directors or any Other Keeper of the Register of Shares, and such a request shall be fulfilled by the Board of Directors or any Other Keeper of the Register of Shares within five days as free of charges.
2. [cancelled]
3. [cancelled]
4. [cancelled]
5. [cancelled]
6. [cancelled]
7. [cancelled]

1. [cancelled]
2. [cancelled]

1. [cancelled]
2. [cancelled]

14. [cancelled]

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15. A single share may have more than one owners, who shall be deemed as one shareholder towards the Company; they may exercise their related rights only by the way of their joint representative, and shall have joint and several liability for the obligations incurred to them as shareholders.

1. In the case of increasing the share capital by issuing new shares, any shareholder is obliged to make the cash and/or in-kind contribution corresponding to the entire nominal value of such shares to the Company within one year as from the date of the registration of the increase of the share capital in the Company Registry. Prior to the said deadline, any shareholder shall fulfil this obligation in case the Board of Directors calls upon the shareholder for fulfilment in public notices published in the regular place of disclosure of the Company. Such notices shall precisely specify the deadline and place (e.g. designation of a particular bank account) of performance. The shareholder may fulfil the said obligations still before the publication of these notices. If in the course of the increase of the share capital the issuing value of the shares exceeds the nominal value, the related difference shall be fully made available to the Company at the of subscription of shares.
   The Company shall publish the auditor's report or expert report in relation to the valuation of the in- kind contribution in Cégközlöny (Companies' Gazette).
2. [cancelled]

17.1. When increasing (privately or publicly) the Company's share capital by cash contribution, the Company's shareholders (and principally the shareholders holding shares that belong to the same share series as the shares to be issued) shall have priority rights for the receipt of such shares under the terms and conditions set forth in the associated resolution of the General Meeting, or the resolution of the Board of Directors in case the increase of the share capital is regulated by a resolution of the Board of Directors.

17.2 The Company's Board of Directors shall initiate the disclosure of its decision to increase the share capital by financial contribution in the regular places of the Company's public notices, as well as in

Cégközlöny within 2 (two) business days in order to inform the shareholders on the potentialities of exercising the priority right, the nominal value and the issue price of the shares to be subscribed, as well as the starting and closing date of the 15-day (fifteen) period being open to exercise such rights. The starting day may not take place earlier than the day following the date of disclosure of the related public notice in the Cégközlöny. The Company is obliged to inform any shareholder on the conditions to exercise the priority right by an electronic mail upon the shareholder's related request received also in an electronic mail. In case the shareholders intend to exercise their priority rights for a number of shares exceeding the number of shares that may be subscribed, the shareholders are entitled to subscribe shares as proportionately to the aggregate nominal values of the shares held by the individual shareholders under the additional condition that in the case of shares that may not be allocated in the course of the allocation of shares carried out as proportionately to the individual shareholdings without creating fractional shareholdings, the allocation of shares shall be performed so that the Company should rank its shareholders on the basis of the aggregate nominal values of their individual shareholdings by placing the shareholders with the smallest shareholdings to the top of the rank, and the shareholders with the largest shareholdings to the bottom of the rank, and then allocating one share to each shareholder as in accordance with the ranking until the newly issued shares have been fully allocated.

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17.3. Upon the written proposal by the Board of Directors, the General Meeting has the right to exclude the exercise of priority rights relating to the receipt of shares. In such cases, the Board of Directors is obliged to present in its proposal the reasons why to exclude the priority rights. The Board of Directors is also obliged to declare those advantages that the Public Company Limited by Shares would benefit from in the event of excluding the priority rights. In any other aspect, the rules for negotiating such a proposal shall be identical to the general rules as relating to the discussion of proposals by the General Meeting. The General Meeting shall vote on the acceptance of the proposal as simultaneously with the voting on the proposed resolution providing for the exclusion of priority rights. The General Meeting may not validly adopt any resolution on the increase of the share capital as long as no decision has been made on the exclusion of the exercise of the priority right.

18. [cancelled]

V

GENERAL MEETING, VOTES

19. The General Meeting is the supreme body of the Company, consisting all of its shareholders.

The General Meeting shall have exclusive competence in the following matters:

1. approval and modification of the Articles of Corporation unless otherwise stipulated by the Civil Code, or on the basis of its authorization by the Articles of Corporation;
2. the decision on the increase of the share capital by issuing new shares or increase of share capital against the additional equity of the company - except increasing the share capital by issuing new shares or against the additional equity of the company on the basis of the authorization granted by the General Meeting to the Board of Directors;
3. alteration of rights attached to series of shares, and transformation of share categories or classes;
4. decision on the restructuring of the Company, as well as its dissolution without legal successor;
5. the election, recall of members of the Board of Directors and the permanent Auditor, including the decision on their remuneration, furthermore the election of the members of the Audit Committee, establishment of the material elements of the contract to be concluded with the permanent Auditor;
6. the acceptance of the reports prepared as in accordance with the Act on Accountancy, including also the decision on distribution of profit after tax;
7. decision on the issue of convertible bonds or bonds ensuring subscription rights, except for the authorization granted by the General Meeting to the Board of Directors as concerning any issue of convertible bonds or bonds ensuring subscription rights;
8. [cancelled]
9. [cancelled]
10. decision on the issue of employees' shares, except the issue of employees' shares based on the authorization granted by the General Meeting to the Board of Directors as concerning any;
11. decision on the conversion of the share types;
12. decision on the introduction of the Company's shares to the stock exchange, or on the application for withdrawing such shares from the stock exchange (the General Meeting may make a decision as concerning the withdrawal of shares from the stock exchange only if any

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investor(s) has (have) undertaken an obligation in advance that it should make a purchase offer as relating to such withdrawal in accordance with the regulations stipulated in the related rules of the Budapest Stock Exchange, i.e. for the purchase of shares whose owners are to decide on the sale of their respective shares in the run of validity of the purchase offer);

1. decision on any transformation of the operational form of the public company limited by shares;
2. decision on the payment of interim dividends unless otherwise stipulated by the Civil Code or these Articles of Corporation on the basis of the authorization granted by the Act on Business Associations;
3. [cancelled]
4. except for the acquisition of any treasury share under authorization granted by the General Meeting or the Civil Code to the Board of Directors, decision on the acquisition of treasury shares, as well as on the acceptance of public purchase offer for treasury shares;
5. decision on any decrease in the share capital unless otherwise stipulated by the Civil Code;
6. decision on the exclusion of priority rights for subscription and receipt of shares;
7. binding decision on the (i) acceptance, modification, termination of the Share Option Program for the Management (program granting options or shares to the members of the Company's Board of Directors or the Management); and on the (ii) general conditions of granting loans to the members of the Board of Directors or the Management by the Company; and on the (iii) principles and framework of the long-term remuneration and incentive system of the members of the Company's Board of Directors and Management;
8. cancelled
9. the acceptance of the report on corporate governance to be submitted to the Budapest Stock Exchange;
10. decision on making any action as suitable for disturbing any public purchase offering procedure;

1. decision on the appraisal of the performance by the members of the Board of Directors in the

previous financial year, as well as on any final discharge to be granted to such members;

1. making decisions on the selling of participations owned by the Company or the acquisition of participations provided that (i) the selling or acquisition price of the 100% stake in the entity in question is at least 50% (fifty percent) of the value of the equity according to the consolidated
   IFRS annual report last accepted by the Company's General Meeting, and (ii) it affects east 5%

(five percent) of the total ownership share/voting rights;

1. decision on any matter, which, by the virtue of law or as rendered by the Articles of Corporation belongs to the exclusive competence of the General Meeting.

20. The annual ordinary General Meeting shall be held once a year, by the deadline as stipulated by the related legal regulations.

The agenda of the annual ordinary General Meeting shall invariably include:

1. report by the Board of Directors on the activities performed by the Company in the previous financial year;
2. report by the Board of Directors prepared in accordance with the Act on Accountancy, as well as their proposal as concerning the allocation of the profit earned and the establishment of dividends;
3. report by the Board of Directors and the permanent Auditor on the reports prepared in accordance with the Act on Accountancy, as well as their opinion on the proposal by the Board of Directors as concerning the allocation of the profit earned and the extent of dividends;

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1. discussion of the report prepared in accordance with the Act on Accountancy, establishment of the balance sheet, decision on the allocation of the profit earned, as well as on the establishment of the dividends;
2. decision on the remuneration to be paid to the members of the Board of Directors, as well as to the permanent Auditor;
3. acceptance of the report on corporate governance to be submitted to the Budapest Stock Exchange;
4. decision on the appraisal of the performance by the members of the Board of Directors in the previous financial year, as well as on any final discharge to be granted to such members;

21. Extraordinary General Meetings may be summoned by the Board of Directors in case they deem it as necessary with respect to the operations of the Company

The Board of Directors shall summon an Extraordinary General Meeting in case any previous General Meeting has decided so, or in accordance with the relevant provisions of the Civil Code, or the shareholders representing at least 1% of the votes request so in writing from the Board of Directors with the proper specification of the associated reasons and purposes.

An Extraordinary General Meeting shall also be summoned if:

1. the Court of Registration thought its decree obliges the Company to do so;
2. the number of the members of the Board of Directors or the Audit Committee is below the minimum number stipulated in these Articles of Corporation, or there is no one who could summon the meeting of the Board of Directors;
3. there is a need to appoint a new permanent Auditor;
4. the Company is in the threat of insolvency, or the Company has terminated its payments, or its assets do not cover the outstanding debts any longer;
5. due to losses, the Company's equity has dropped to the two-thirds of the share capital, or its equity does not amount to the smallest amount in comparison to the share capital as specified by the relevant legal regulations;
6. in all and any cases affecting the Company's interests when the decision shall be made within the scope of competence of the General Meeting in accordance with these Articles of Corporation.

22.1. The invitation for the General Meeting shall be publicly disclosed by the Board of Directors on the Company's website, 30 (thirty) days before the date of the planned General Meeting. The Chairman of the Board of Directors and the Company's permanent auditor shall be notified on the summoning of the General Meeting with regard to the above deadline, in the form of separate invitation.

All invitations to the General Meeting and other notices shall specify at least:

1. the name and registered seat of the Company,
2. the venue, time and date of the General Meeting,
3. the form of holding the General Meeting,
4. the agenda of the General Meeting,
5. the conditions of the exercise of voting rights as prescribed in these Articles of Corporation,
6. the venue, time of the repeated General Meeting to be held due to the lack of quorum at the original General Meeting,

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1. the time specified in Section (1) of Article 3:273, as well as the information in relation to the provisions of in Section (2) of Article 3:273 of the Civil Code,
2. the conditions relating to inquiries and the exercise of the right to amend the agenda of the General Meeting as set forth in these Articles of Corporation;
3. the information relating to the time, place, and method (including the address of the website of the Company) of access to the original and complete wording, texts of the proposals, draft resolutions, documents included in the agenda of the General Meeting.

On any issue not included in the agenda disclosed, the General Meeting may make a decision only if all the shareholders are present, and unanimously approve it.

The right of the shareholders to receive information regulated by the Civil Code does not involve the inspection of the corporate books or other business documentations of the Company.

1. Shareholders jointly representing at least one percent (1%) of the votes may request the Board of Directors in writing to include a certain issue into the agenda of the General Meeting or propose a draft resolution in connection with a specific item included or to be included in the agenda.
   Shareholders representing at least one percent of the votes are entitled to exercise this right within 8 days as from the publication of the disclosure on convening of the General Meeting. The Board of Directors shall publish a notice of the amended agenda, the draft resolutions put forward by the shareholders after the presentation of the given proposal to the General Meeting. The issue specified in the notice shall be deemed to have been included in the agenda.
2. The Company shall publish the substantial data of the report prepared in accordance with the Accounting Act and the material data of the report of the Board of Directors, as well as the summary data relating to the number of shares and voting right held at the time of summoning the General Meeting, the proposals in respect of the agenda items of the General Meeting, the proposals and draft resolutions of the Supervisory Board, as well as the forms to be used for voting by way of authorized representatives (unless they have been sent directly to the shareholders) on its website, at least 21 (twenty-one) days before the General Meeting.

23. The General Meeting shall be deemed to form a quorum if more than half of the voting shares are present in person or by their duly authorized representatives (shareholder's proxy). The power of attorney of the shareholder's representative needs to be notarized or incorporated into a private document with full probative power, submitted to in the place and time set forth in the invitation for the General Meeting but at the latest before the registration held prior to the General Meeting. In case any shareholder wishes so, the Company shall deliver a form of authorization to the postal or e- mail address specified by the shareholder.

Any authorization for representation shall be deemed as valid for one General Meeting or a specified period of time, but for a maximal term of 12 (twelve) months. The validity of the authorization for representation shall cover the continued session of any General Meeting suspended and repeated General Meeting summoned in the lack of quorum.

The members of the Board of Directors, the company manager, the Company's senior employees or the permanent Auditor of the Company may not act as representatives.

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1. If the General Meeting does not have a quorum even in 30 (thirty) minutes after the time of commencement of the General Meeting, the repeated General Meeting to be held with the same agenda shall be convened for a date minimally ten and maximally twenty-one days following the date of the original General Meeting. The repeated General Meeting shall be deemed to have a quorum in respect of all issues put on the original agenda, irrespective of the number of shareholders being present.
2. If the General Meeting having a quorum fails to make a resolution in the subject of each agenda item, the General Meeting - by suspending itself - may make a resolution on holding a continuing General Meeting. The related resolution of the General Meeting shall specify the venue, as well as date and time of the continuing General Meeting, which may not be held later than 30 (thirty days) after the date of the original General Meeting.
   The general rules shall also be applicable to the continuing General Meeting (including the rules pertaining to the quorum at any General Meeting), with the additional condition that the regulations on summoning the General Meeting and the election of the officers of the General Meeting. The continuing General Meeting is entitled to make decisions solely on those agenda items that have not been decided at the original General Meeting. Any General Meeting may be suspended only once.

1. At the General Meeting that person shall be deemed to be entitled to exercise its shareholding rights who is the owner of the certain share on the date of the identification of shareholders and its name is registered in the Register of Shares at 6.00 pm. on the second business day prior to the commencement date of the General Meeting (date of closing the Register of Shares).
   The closing date of shareholder identification shall be the 5th (fifth) stock-exchange business day prior to the date of the General Meeting, or any other closing date as specified in the related regulations of KELER (or any of its legal successors). Any alienation of any share prior to General Meeting, but after the closing date of shareholder identification shall not prejudice the membership rights to be exercised at the given General Meeting.
   On the basis of the data of the Register of Shares, the Company's Board of Directors shall ensure the adequate practical facilities for voting per share to the shareholders or their representatives - along their identification and their signature on the attendance sheet -at the venue of the General Meeting.
   The shareholder may only exercise its right to vote after having performed its due property contribution towards the Company.
2. Voting at the General Meeting can be done by voting machine (machine voting) or by ballots, by counting the votes manually. In this latter case, as proposed by the Chairman of the General Meeting, the General Meeting shall elect a committee for counting the votes. Such a committee shall consist of 3 (three) members. The committee for counting the votes shall prepare a written report on the result of voting, and such a report shall be expounded by the Chairman of the General Meeting, as well as attached to the minutes of the General Meeting.

27.1 The decisions by the General Meeting on the issues specified in the above Sections of V. 19. (a), (c),

(d) (k), (l), (m), (q) (r), as well as in cases set forth by the related legal regulations shall be made with

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