ALTEO Articles Of Association – effective from: April 19, 2024

ARTICLES OF ASSOCIATION

of

ALTEO Energiaszolgáltató Nyilvánosan Működő Részvénytársaság

- consolidated with amendments -

Effective from: April 19, 2024

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ARTICLES OF ASSOCIATION

that regulate the structure and operation of ALTEO Energiaszolgáltató Nyilvánosan Működő Részvénytársaság (hereinafter referred to as the "Company") in compliance with the provisions of Act V of 2013 on the Civil Code (hereinafter referred to as the "Civil Code"), as follows.

I.

NAME, REGISTERED OFFICE, DURATION, DISSOLUTION AND ACTIVITIES OF THE

COMPANY

1 Name of the Company:

1. Full name: ALTEO Energiaszolgáltató Nyilvánosan Működő Részvénytársaság;
   Name in English: ALTEO Energy Services Public Limited Company
2. Short name: ALTEO Nyrt.
   Short name in English: ALTEO Plc.

2	Registered office, site, branches of the Company:

1. H-1033Budapest, Kórház utca 6-12
2. The Company's registered office is also the principal place of business.
3. The Company's site: H-1144 Budapest, Füredi utca 53-63
4. The Company's branches:
   H-3700 Kazincbarcika, Erőmű u. 3. H-3580 Tiszaújváros, Tisza út 1/D. H-3600 Ózd, Gyári út 1.
   H-9027 Győr, Kandó Kálmán utca 11-13. (lot #5788/4) H-9400 Sopron, Somfalvi utca 3. (lot #4303)
   H-6781 Domaszék, lot #0203/35 H-6781 Domaszék, lot #0203/36 H-6781 Domaszék, lot #0203/37 H-6781 Domaszék, lot #0203/38 H-3854 Gibárt, Petőfi Sándor utca 16. H-3847 Felsődobsza, Deák Ferenc út 67.
   H-8649 Balatonberény, non-residential area #028/1 H-8649 Balatonberény, non-residential area #028/2 H-8649 Balatonberény, non-residential area #028/3 H-8649 Balatonberény, non-residential area #028/4 H-8649 Balatonberény, non-residential area #028/5 H-8649 Balatonberény, non-residential area #028/6 H-8649 Balatonberény, non-residential area #028/7 H-8649 Balatonberény, non-residential area #028/8 H-8649 Balatonberény, non-residential area #028/9 H-8649 Balatonberény, non-residential area #028/10

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H-8649 Balatonberény, non-residential area #028/11 H-2200 Monor, non-residential area #0307/41 H-2200 Monor, non-residential area #0307/42 H-2200 Monor, non-residential area #0307/43 H-2200 Monor, non-residential area #0307/44 H-2200 Monor, non-residential area #0307/45 H-2200 Monor, non-residential area #0307/46 H-2200 Monor, non-residential area #0307/47 H-2200 Monor, non-residential area #0307/48 H-2200 Monor, non-residential area #0307/49 H-3580 Tiszaújváros, TVK Ipartelep Gyári út H-3580 Tiszaújváros, TVK Ipartelep lot #2069 3702H-3702 Kazincbarcika, Bólyai tér 1.

H-4090 Polgár, Industrial Park, Polgár non-residential area, top. lot no. 0277/94/B

1. Duration of the Company:
   The Company is established for an unlimited duration.
2. Dissolution:

4.1 The Company shall be dissolved if:

• the General Meeting decides on its dissolution without a successor;
• the General Meeting decides on its dissolution with a successor (transformation);
• the Company Registry Court dissolves it for reasons set out in Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings (hereinafter referred to as the "Company Registration Act");
• so provided by law.

The Company shall be dissolved upon being struck off the company register.

5 Activities of the Company:

Extraction of crude petroleum Extraction of natural gas

Support activities for petroleum and natural gas Sawmilling and planing of wood

Manufacture of other special-purpose machinery n.e.c. Installation of industrial machinery and equipment Electricity production

Transmission of electricity Distribution of electricity Electricity trading

Distribution of gaseous fuels through mains Gas trade

Steam supply, air conditioning

Water collection, treatment and supply Electrical installation

Plumbing, heat and air conditioning installation

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Transport via pipeline

Computer facilities management activities

Data processing, hosting and related activities

Asset management (holding)

Buying and selling of own real estate

Renting or operating of own or leased real estate

Accounting, bookkeeping and auditing activities; tax consultancy

Business and other consultancy activities

Engineering activities and related technical consultancy - core activity

Technical testing and analysis

Market research and public opinion polling

Translation and interpretation activities

Other professional, scientific and technical activities n.e.c.

Renting and leasing of other machinery, equipment and tangible goods n.e.c.

Leasing of intellectual property and similar products, except copyrighted works

Combined facilities support activities

Combined office administrative service activities

Organization of conventions and trade shows

Other business support service activities n.e.c.

Development of building projects

Construction of residential and non-residential buildings

Manufacture of other special-purpose machinery n.e.c.

Construction of railways

Construction of bridges and tunnels

Construction of utility projects for fluids

Construction of utility projects for electricity and telecommunications

Construction of other civil engineering projects n.e.c.

Demolition

Site preparation

Other building completion and finishing

Other specialized construction activities n.e.c.

Manufacture of other electrical equipment

Other education n.e.c.

1. Of the activities listed above, those covered by Act LXXXVI of 2007 on Electricity ("Electricity Act"), Act XL of 2008 on Natural Gas Supply ("Gas Supply Act") or Act XVIII of 2005 on District Heating ("District Heating Act") may be conducted subject to a permit issued by the
   Hungarian Energy and Public Utility Regulatory Authority.
2. If the Company intends to conduct other activities subject to official permit within the scope of the activities listed above, it undertakes not to start and perform such activities until having obtained the relevant specific permits.

II.

SHARE CAPITAL OF THE COMPANY, SHARES, SHARE REGISTER, SHARE TRANSFER,

INCREASE OF SHARE CAPITAL

6 [Deleted]

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7 The Company's share capital:

1. The Company's share capital is HUF 249,143,425 (that is two hundred and forty-nine million one hundred forty-three thousand four hundred and twenty-five Hungarian forints). The Company's share capital
2. 1. consists of cash contributions of HUF 241,827,625 (that is two hundred and forty-one million eight hundred and twenty-seven thousand six hundred and twenty-five Hungarian forints) and
   2. non-cashcontributions of HUF 7,315,800 (that is seven million three hundred and fifteen thousand eight hundred Hungarian forints), as described in detail in Annex 1 to the Articles of Association.
3. The share capital comprises 19,931,474 (that is nineteen million nine hundred and thirty-one thousand four hundred and seventy-four) registered, dematerialized ordinary shares of the same share series, each with a face value of HUF 12.5 (that is twelve point five Hungarian forints).
4. The issue value of all shares issued prior to the Company's Resolution No. 4/2010 (IX.06.) on changing its legal form to a public limited company was fully paid up as a cash contribution.
5. When new shares are issued, the shareholder shall be required to place the shares' issue value at the Company's disposal as set out in the General Meeting's resolution on the issue of shares.

1. The shares:
   Shares shall be produced in dematerialized form in compliance with the rules applicable to securities, indicating the details required by the Civil Code and other relevant laws and regulations. Each share with a face value of HUF 12.5 (that is twelve point five Hungarian forints) shall entitle the holder to 1 (that is one) vote.
2. Share register; exercise of voting rights:

1. The Company's Board of Directors or its agent engaged as per 9.2 below shall maintain a share register of shareholders, including holders of interim shares, to keep records of the names and addresses (registered offices) of shareholders and/or their nominee shareholders (hereinafter collectively referred to as "shareholders") and, for holders of jointly owned shares, joint proxies, the number of shares or interim shares of each shareholder per share series (size of their shareholding), the suspension of voting rights as set out in Article 9.8 and any other information required by law or the Company's Articles of Association. Information removed from the share register shall remain retrievable.
2. The Company's Board of Directors may engage, under a specific law, a clearing house, a central securities depository, an investment undertaking, a financial institution, an attorney-at-law, or an auditor to maintain the share register. The Company's permanent auditor may not be engaged to maintain the share register. The engagement itself, the person engaged (their personal information), the place where the share register is maintained and information concerning access to the share register shall be published on the Company's website and its other places of publication. If, under this Article, the Company's Board of Directors enters into an engagement to maintain the share register, in the engagement contract it may reserve the right to decide on entering shareholders into the share register.

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1. Share transfers shall be effective in respect of the Company and shareholders may only exercise their rights towards the Company when shareholders have been entered into the share register.
2. Persons who may not be entered into the share register include:
3. 1. those who requested so;
   2. those who acquired their shares in violation of the regulations on the transfer of shares set out by law or the Articles of Association, in particular by Section 95 (3) of the Electricity Act, Section 123 (7) of the Gas Supply Act, and Section 19 (7) of the District Heating Act.
4. With regard to participating in the General Meeting and exercising shareholder rights, the Company shall only accept the shareholder identification made following the rules of procedure of KELER Zrt. as set out in Article 9.6 as proof of shareholding. In other cases, the securities account manager of the shareholder may submit electronically a request for entry into the share register, bearing an advanced electronic signature and timestamp, within two business days of the shares being credited to the securities account.
5. For shareholder identification initiated by the Company, if it is related to the closing of the share register prior to the next session of the General Meeting, the person in charge of managing the share register shall delete all information valid at the time of shareholder identification and, at the same time, enter the information resulting from the shareholder identification into the share register.
6. Anyone may have access to the share register. Access shall be provided on a continuous basis by the Company or the person in charge of maintaining the share register at their registered offices during working hours. Those of whom the share register contains existing or deleted information may request a copy of the part of the share register applicable to them from the person in charge of maintaining the share register and the person in charge of maintaining the share register shall be required to provide such copy within five days.
7. The shareholder or the holder of voting rights (hereinafter, for the purposes of this section:
   "shareholder") is required, when notifying a change in their voting rights as defined in Section 61 of Act CXX of 2001 on the Capital Market ("Capital Market Act"), to submit a written declaration to the Board of Directors concerning the composition of the shareholder group and the nature of the relationship between the members of such shareholder group, taking into account the relevant provisions of the Capital Market Act. Such notification obligation applies to shareholders only if there has been a change in the shareholder group since the publication of the previous notice. In the event of failure to provide notification or full notification regarding the composition of the shareholder group as required in the previous sentence, or where the acquisition of control is subject to a regulatory approval or acknowledgement, which the shareholder had failed to obtain, or if there is reason to assume that the shareholder has deceived the Board of Directors concerning the composition of the shareholder group, the voting right of the shareholder will be suspended by the decision of the Board of Directors at any time even after its entry into the share register, and may not be exercised until the above requirement has been fully satisfied. Furthermore, at the request of the Board of Directors, shareholders are required to promptly make a statement specifying who the ultimate beneficial owner with respect to the shares owned is. If the shareholder fails to act upon such request or if there is reason to assume that the shareholder has deceived the Board of Directors, the voting right of the shareholder is

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suspended and may not be exercised until the above requirements have been fully satisfied. For the purposes of this Article, "shareholder group" means, with respect to a particular shareholder, such shareholder and the persons specified in Section 61 of the Capital Market Act, whose voting rights related to their share must be regarded as the voting rights of the shareholder concerned. For the purposes of this Article, "beneficial owner" means the person specified in Section 3(38) of Act LIII of 2017 on the Prevention and Combating of Money Laundering and Terrorist Financing.

1. Transfer of shares:
   The Company's shares may be freely transferred without any restrictions. Dematerialized shares may be transferred by debiting from and crediting to securities accounts as set out in a specific law.
2. Increase of share capital:

1. Based on an authorization from the General Meeting, the Board of Directors shall be entitled to decide on increasing the share capital and on any related issues otherwise falling within the competence of the General Meeting, including, in particular, the exclusion or restriction of exercising preferential rights regarding subscription and takeover of shares, the appointment of persons entitled to take over shares and the amendment of the Articles of Association with a view to share capital increase.
2. If the share capital is increased by means of cash contribution, the Company's shareholders, including, first, shareholders with shares of the same series as the issued shares, and then holders of convertible bonds as well as bonds with subscription rights, shall have preferential rights to take over shares in this order under the conditions set out in this Article 11, provided that such rights are not restricted or excluded by the General Meeting (or, based on an authorization from the General Meeting, the Board of Directors) on the basis of a written proposal by the Board of Directors.
3. In a notice published in compliance with Article 21 of these Articles of Association, the Board of Directors shall notify shareholders and bondholders of the face value and the issue value of the available shares, the start and end dates of the period for exercising preferential rights and how those rights can be exercised. Holders may exercise their preferential rights by submitting a statement in the form of a notarized deed or a private deed of full probative force to the Company's registered office or in the form of a document bearing an advanced electronic signature and timestamp to the email address specified in the notice within fifteen (15) days of the date following the date of publication of the notice. Such statements shall include the type, class, series, face value, quantity and issue value of the shares intended to be subscribed or taken over as well as the irrevocable undertaking of the shareholder or the bondholder to subscribe or take over the shares specified in the statement and pay their issue price as set out in the General
   Meeting's resolution. The statement shall be valid on the condition that the shareholder or bondholder duly fulfills the payment obligation included therein within the set period. If a shareholder or bondholder fails to make a valid statement on exercising their preferential rights within the period set in the notice, it shall be deemed that they do not intend to exercise their preferential rights. Unless otherwise provided in a resolution by the General Meeting, if holders equally entitled to preferential rights intend to subscribe or take over more shares than what is

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issued in the context of the capital increase, they may exercise their preferential rights in proportion to the face value of their shares or bonds.

1. On the basis of a written proposal by the Board of Directors, the General Meeting may exclude preferential rights or adopt a resolution pursuant to Section 11.1 to authorize the Board of Directors to exclude or restrict pre-emptive subscription (takeover) rights for the duration of the authorization for the capital increase. The General Meeting shall discuss the proposal for the exclusion or restriction of preferential rights along with the proposal for share capital increase, but adopt a separate resolution on each. A proposal for the exclusion or restriction of preferential rights and/or a decision to exclude or restrict pre-emptive subscription (takeover) rights by the Board of Directors shall include the reasons for increasing the share capital, descriptions of the persons authorized to receive shares in the case of a share capital increase in a private placement and any changes in the proportion of voting rights of shareholders prior to the share capital increase.
2. In the case of a share capital increase, shareholders shall pay the issue value of shares when requested to do so by the Board of Directors in compliance with the conditions laid down in the resolutions of the General Meeting or the Board of Directors on the share capital increase. For persons having made preliminary statements of commitment to take over shares, setting the period for payment of the issue value of shares in the resolution of the General Meeting or the Board of Directors on the share capital increase shall be deemed a request to pay the issue price of shares. In the latter case, shareholders shall be required to pay the issue value of the shares they have undertaken to take over without a specific request from the Board of Directors within the applicable period.

III.

GENERAL MEETING, BOARD OF DIRECTORS, SUPERVISORY BOARD, PERMANENT

AUDITOR AND AUDIT COMMITTEE

12 General Meeting:

1. The General Meeting, which consists of all shareholders, is the supreme body of the Company.
2. The following shall fall within the exclusive competence of the General Meeting of the Company:
3. 1. deciding on the adoption and amendment of the Articles of Association, with the exception of amendments to the Articles of Association falling within the competence of the Board of Directors and exceptions provided for by law;
   2. changing the Company's core activity;
   3. changing the legal form of the limited company;
   4. making decisions on converting, merging, splitting or dissolving the limited company without a successor;
   5. appointing, removing, and determining the remuneration of the members of the Board of Directors;
   6. assessing the work performed by the Board of Directors in the previous financial year and deciding on granting the discharge to the members of the Board of Directors;

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1. appointing, removing, and determining the remuneration of the members of the Supervisory Board;
2. appointing, removing, and determining the remuneration of the permanent auditor;
3. approving reports prepared following the Accounting Act, including the distribution of profits (determining dividend payments), with the exception of adopting interim statements of financial position by the Board of Directors based on the authorization given to the Board of Directors in these Articles of Association;
4. making decisions on interim dividend payments, with the exception of decisions on interim dividend payments based on the authorization given to the Board of Directors in these Articles of Association;
5. deciding on the increase of share capital, with the exception of the increase of share capital by the Board of Directors on the basis of the authorization given to the Board of Directors in these Articles of Association;
6. making decisions on acquiring own shares, with the exception of decisions to acquire own shares based on the authorization given to the Board of Directors in these Articles of Association;
7. authorizing the Board of Directors to adopt an interim statement of financial position;
8. authorizing the Board of Directors to pay interim dividend;
9. authorizing the Board of Directors to increase the share capital, including but not limited to the exclusion or restriction of pre-emptive subscription (takeover) rights, and, in the case of a share capital increase in a private placement, designating the persons and/or shareholders solely entitled to receive the new shares to be issued;
10. authorizing the Board of Directors to acquire own shares;
11. changing the rights embodied by each share series and altering the individual share types and classes;
12. unless otherwise provided by the Civil Code, issuing convertible or equity bonds or bonds with subscription rights;
13. decreasing the share capital;
14. in the case of share capital increase by means of cash contribution, restricting or excluding the preferential rights to subscribe or receive shares of shareholders and/or holders of convertible bonds or bonds with subscription rights on the basis of a written proposal by the Board of Directors, in the case of a share capital increase in a private placement, designating the persons and/or shareholders solely entitled to receive the new shares to be issued;
15. approving the Rules of Procedure of the Supervisory Board;
16. approving the Audit Committee's rules of procedure;
17. appointing, removing and determining the remuneration of the members of the Audit Committee;
18. making decisions on adopting annual corporate governance reports;
19. making decisions on providing financial assistance for acquiring shares issued by the Company on the basis of a proposal by the Board of Directors, except for transactions that

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directly or indirectly facilitate the acquisition of shares by employees of the public limited company, including employees of companies in which the company has a majority shareholding, or by organizations set up by employees for this purpose. However, even under this exception rule, no financial assistance may be provided if the equity of the public limited company is less than or, as a result of the financial assistance, would drop below the share capital of the public limited company;

1. taking an advisory vote on the Company's remuneration policy and remuneration report;

1. 1. making decisions on any issues falling within the exclusive competence of the General Meeting under law or the Articles of Association.
2. The Board of Directors shall convene the General Meeting at least once a year.
3. The venue of the General Meeting is the Company's registered office, unless the Board of
   Directors indicates a different venue in the invitation sent to the Company's shareholders.
4. The General Meeting must be convened by way of a notice published in compliance with Article 21 of these Articles of Association, at least thirty days prior to its start date.
5. The Company shall publish the summary of the proposals relating to issues on the agenda and the relevant reports from the Supervisory Board as well as proposals for resolutions at least twenty- one days prior to the General Meeting as laid down in Article 21 of these Articles of Association.
6. The shareholder may exercise their shareholder rights by proxy. The Company's permanent auditor may not act as proxy. Neither may a member of the Board of Directors, an executive employee of the Company holding an executive position or a member of the Supervisory Board be a proxy, unless such persons have, as proxy, a clear voting instruction issued by the authorizing shareholder for each proposal for resolution. The letters of proxy must be submitted to the Company in the form of a notarized deed or a private deed of full probative force.
7. The prerequisite for shareholder participation in and voting at the General Meeting is the registration of shareholders or nominee shareholders in the Company's share register by 6.00 p.m. of the second working day preceding the start date of the General Meeting and for shareholders not to be subject to a decision by the Board of Directors suspending their voting rights as set out in Article 9.8 of these Articles of Association.
8. The General Meeting has a quorum if the shareholders or their proxies representing more than 60 percent of the shares with voting rights are present at the General Meeting. In the absence of a quorum, a reconvened General Meeting may be held in respect of the matters on its initial agenda with the same quorum requirement (i.e., with the presence of shareholders or their proxies representing more than 60 percent of the shares with voting rights) if it is convened for a date not sooner than five days and not later than twenty-one days after the initial date.
9. The General Meeting shall adopt its resolutions by the affirmative vote of shareholders or their proxies representing at least 60 percent of the shares with voting rights, except for resolutions requiring a three-quarters majority as defined in the Civil Code (for which the provisions of the Civil Code shall apply). The provisions of Section 3:19(2) of the Civil Code shall not apply to voting at General Meetings.

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