AutoWallis Nyilvánosan Muködo Reszvenytársaság : Proposals for the General Meeting - Annexes

AutoWallis Nyrt.

Annual Report

For the financial year ended 31 December 2023

Budapest - 26 April 2024 - AutoWallis Nyrt. (Reuters: AUTW.HU and Bloomberg: AUTOWALL HB, website:

www.autowallis.com, hereinafter: "Company", "AutoWallis Group" or "the Group") published its report for 2023 (for the period ended 31 December 2023) today. The report contains the audited consolidated financial statements for the period ended 31 December 2023 prepared by the Company's management in accordance with the International Financial Reporting Standards adopted by the European Union (EU IFRS), the audited standalone financial statements, the notes to the financial statements and the Company's management (business) report.

Table of Contents

A MESSAGE BY THE CHAIRMAN OF THE BOARD OF DIRECTORS
AND THE CEO TO SHAREHOLDERS	01
MANAGEMENT (BUSINESS) REPORT OF AUTOWALLIS AND AUTOWALLIS GROUP	02
THE COMPANY	02
THE ECONOMIC AND MARKET ENVIRONMENT OF THE COMPANY	03
SUMMARY OF FINANCIAL AND OPERATING PERFORMANCE IN 2023	06
EVENTS DURING THE CURRENT PERIOD AND AFTER THE BALANCE SHEET DATE	14
STRATEGY OF AUTOWALLIS GROUP	18
CORPORATE GOVERNANCE	20
SUSTAINABILITY AND ENVIRONMENTAL PROTECTION	23
SOCIAL AND EMPLOYMENT MATTERS AND HUMAN RIGHTS	24
RISKS AND RISK MANAGEMENT	28
COMPANY STRUCTURE AND SITES	31
SHARE CAPITAL OF THE COMPANY AND INFORMATION ON SHARES	32
OTHER	34
CONSOLIDATED FINANCIAL STATEMENTS	36
DECLARATIONS	124
STANDALONE FINANCIAL STATEMENTS	125
DECLARATIONS	170

This is an English translation of Annual Report of AutoWallis Nyrt. for the year end and period ended on 31 December 2023. In case of any difference from the Hungarian version, the Hungarian version prevails.

"AutoWallis Group is celebrating the five-
		"
year anniversary of its listing on the stock
exchange this February, and we are proud
to report that 2023 was the fifth year of
record figures.	"

Zsolt Müllner

"

The capital of our shareholders, the funds provided by our lenders, the trust and satisfaction of our clients and partners,

and the commitment" and"expertise of our 983 employees are the factors that create value.

Gábor Ormosy

A MESSAGE BY THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE CEO TO SHAREHOLDERS

Dear shareholders and investors,

Operating in 16 countries in the Central and Eastern European region and representing 23 brands, we earned more than HUF 366 billion in revenue, supported by a 45.3% growth rate in the number of vehicles sold, well above the European market average.

Amongst others, last year's success has shown that our growth strategy announced at the time of being listed on the stock exchange and updated positively in 2021 is so crisis-resistant that we once again outperformed several metrics on a prorated basis. The strong capital position, diversified operation and regional presence of AutoWallis Group enables it to achieve consistent growth as a market consolidator and to become the leading car dealership and mobility service provider of the Central and Eastern European region by the end of the decade.

Last year's record-breaking results exceeded the expansion rate of the industry.

Our revenue was up by nearly 36% to HUF 366 billion, with the Distribution Business Unit and the Retail & Services Business Unit boasting growth rates of 37% and almost 34%, respectively.

However, from the shareholders' perspective, it must be noted that this growth was accompanied by a considerable improvement in operating profit. Our EBITDA climbed by 36% to HUF 19.7 billion, sustaining our exceptionally high gross margin of 16.6% from last year. Our earnings per

share grew by 11% to HUF 21.3.

Our growth strategy is a crucial component of our success, but not the only one.

2023 was a landmark year not only because of these excellent figures, but also because of several completed and announced transactions and acquisitions.

As a result of the acquisition of Nelson Flottalízing at the start of last year and Wallis Autómegosztó (the entity operating wigo, formerly Share Now, in Hungary) in August, the fleet size of vehicles used for mobility services grew four-and-a-half-fold. Recognising the rise of Asian brands, we were among the first to partner with Chinese brands such as BYD and MG. An indication of the increasingly strong position of AutoWallis in the region is the fact that nearly 60 percent of its revenue comes from international markets, and Opel extended the Group's distribution contract covering four countries in the Central and Eastern European region by five years.

AutoWallis is committed to sustainable development, which is why we are continuing our preparations for compliance with the EU Taxonomy and obtaining an ESG certification. In 2024, the acquisitions already announced will improve our results, but at the same time, economic challenges and the economic environment will continue to prompt us to proceed on the path towards growth in a responsible and conservative manner.

Zsolt Müllner	Gábor Ormosy
Chairman of the Board of Directors	Chief Executive Officer

│01

MANAGEMENT (BUSINESS) REPORT OF AUTOWALLIS AND AUTOWALLIS GROUP

THE COMPANY

The objective of AutoWallis Nyrt. (hereinafter: "AutoWallis Nyrt." or "the Company"), whose shares are listed in the Premium category of the Budapest Stock Exchange and are included in the BUX and BUMIX indices, is to become the leading car dealership and mobility service provider of the Central and Eastern European region by the end of the decade.

The Company is devoted to continuously expanding its portfolio that focuses on automotive investments through business development and acquisitions while operating as a group that adopts a classic, conservative and ESG- compliant business policy and responds to social and environmental challenges.

Romania, Serbia, Slovakia and Slovenia) and is engaged in the retail and distribution of motor vehicles and parts, servicing activities and short- term and long-term car rental.

The brands represented by the Distribution Business Unit of the Group include Alpine, BYD, Dacia, Isuzu, Jaguar, Land Rover, Renault, SsangYong and Opel, as well as the regional supply of MG and Saab parts, while the Retail & Services Business Unit deals with BMW passenger cars and motorcycles, BYD, Dacia, Isuzu, Jaguar, KIA, Land Rover, Maserati, MINI, Nissan, Opel, Peugeot, Renault, SsangYong, Suzuki, Toyota, wigo, Sixt rent-a-car, JóAutók.hu and AUTO-LICIT.HU.

Areas of operation and activities

AutoWallis Group1 operates in 16 countries in the Central and Eastern European region (Albania, Austria, Bosnia and Herzegovina, Bulgaria, Croatia, the Czech Republic, Greece, Hungary, Kosovo, Montenegro, North Macedonia, Poland,

Stock exchange presence

AutoWallis Nyrt. has been listed on the Budapest Stock Exchange since 2019. Compared to the initial weight of 0.20%, the weight of AutoWallis shares in the BUX basket has more than doubled. Based on the decision of the Budapest Stock Exchange, the weight of AutoWallis shares in the index was modified to 0.44% as of 18 September 2023.Wallis Group, the Company's major shareholder, views its investment in AutoWallis Nyrt. as a strategic investment and supports the Company's regional growth plans. In 2021, the Company completed the largest share issue involving retail subscription (SPO) of the past 10 years for HUF 10 billion, which means that currently almost 4,000 retail shareholders and over 40 institutional investors, some of them foreign, are supporting the Group's growth strategy.

1 Which collectively refers to AutoWallis Nyrt. and its subsidiaries, as explained in the Company Structure and Sites section

│02

THE ECONOMIC AND MARKET ENVIRONMENT OF THE COMPANY2 GDP development

In 2023, the economic performance of the European Union grew by 0.5%, while the Hungarian economy declined by 0.8% compared to the previous year. Although the performance of almost every Member State deteriorated or improved slightly on an annual basis, a rise in GDP levels became apparent in Q4 as economic output gained momentum in comparison with the previous quarter in several Member States (the key markets of AutoWallis Group) and stagnated in the EU as a whole.

2 Source of external economic data: https://www.ksh.hu/heti-monitor/index.html

│03

Changes in inflation

In 2023, inflation rates and benchmark interest rates were high across Europe, including the relevant markets of the Group. Coupled with existing supply chain issues in certain places, this caused the price of new and used cars to rise.

High prices and the interest rate environment had an effect on disposable income (and, in particular, demand for motor vehicles) in 2023 to

varying degrees in each country, typically less so in the Company's export markets, which manifested itself in a slowdown of the growth rate of orders. The positive impact of declining inflation and interest rates that began at the end of 2023 is expected to be seen in 2024.

Recent changes in consumer prices in Hungary are presented in the following graph:3

3 Source: Hungarian Central Statistical Office (https://www.ksh.hu/heti-monitor/arak.html)

│04

New passenger car sales

	January - December	Change %
	2023	2022
Austria	239,150	215,047	11.2
Belgium	476,675	366,303	30.1
Bulgaria	37,724	28,680	31.5
Croatia	57,694	43,928	31.3
Cyprus	14,740	11,628	26.8
Czechia	221,419	192,084	15.3
Denmark	172,798	148,282	16.5
Estonia	22,820	20,426	11.7
Finland	87,502	81,695	7.1
France	1,774,723	1,529,035	16.1
Germany	2,844,609	2,651,357	7.3
Greece	134,484	105,283	27.7
Hungary	107,720	111,524	-3.4
Ireland	122,310	105,398	16
Italy	1,565,331	1,316,926	18.9
Latvia	19,083	16,824	13.4
Lithuania	27,528	25,496	8
Luxembourg	49,151	42,094	16.8
Malta	7,200	6,409	12.3
Netherlands	369,791	312,075	18.5
Poland	475,032	419,749	13.2
Portugal	199,623	157,295	26.9
Romania	144,611	129,328	11.8
Slovakia	88,003	78,841	11.6
Slovenia	48,809	46,339	5.3
Spain	949,359	813,376	16.7
Sweden	289,827	288,087	0.6

EUROPEAN UNION 10,547,716	9,263,509	13.9
Iceland	17,541	16,675	5.2
Norway	126,955	174,321	-27.2
Switzerland	252,215	225,934	11.6

EFTA	396,711	416,930	-10.4
United Kingdom	1,903,054	1,614,063	17.9
EU + EFTA + UK	12,847,481	11,294,502	13.7

Source: ACEA

The number of first registrations of passenger cars in the European Union was up by nearly 14% to

10.5 million units in 2023. All EU markets recorded growth, except for Hungary (with a decline of 3.4%).

The region where AutoWallis Group's business is carried out (and thus its relevant market) is Central and Eastern Europe. The strategy formulated by

the Company also focuses on this region, and this is the specific environment where the Group's experts possess hands-on and relevant experience and an ability to create value.

In line with the growth observed in EU markets, the number of first registrations of new passenger cars

in the relevant markets of AutoWallis Group (see the table above) improved by 11.55% in 20234 compared to 2022.

With all of these trends in mind, the substantial growth in the number of vehicles sold by AutoWallis Group compared to the previous year (both in the Retail & Services and Distribution Business Units) represents a significant achievement and underlines the Group's resilience resulting from its diversified and efficient operation.

Considerable price increases in the markets, rising financing costs and the general geopolitical uncertainties of the region (the war between Russia and the Ukraine, etc.) are expected to continue to put pressure on the automotive market during the period ahead. The Company will continuously monitor these factors and plans to respond to changes through flexible and efficient pricing and cost management, amongst other things.

4 The Company uses the data provided by Datahouse for the data of relevant markets (with the exception of Poland) as they contain information on countries not covered by ACEA (e.g. Bosnia and Herzegovina and Serbia). There may be insignificant differences between the two data sources and such differences may have an immaterial impact on conclusions in the case of countries covered by both sources.

│05

SUMMARY OF FINANCIAL AND OPERATING PERFORMANCE IN 2023 Analysis of the Group's financial performance

Data in thousand HUF (thHUF)	2023		2022	% change
Revenue	366,266,781		270,165,925	36%
Distribution Business Unit	217,310,298		158,935,920	37%
Retail & Services Business Unit	148,956,483		111,230,005	34%
Interest income from lease receivables	1,703,348		56,910	2893%
Material expenses + Own performance capitalised	-7,621,154		-5,843,877	30%
Services	-17,901,973		-12,692,680	41%
Cost of goods sold	-305,318,590		-224,919,330	36%
Personnel expenses	-14,910,691		-10,931,262	36%
Depreciation and amortisation	-4,452,160		-3,440,160	29%
Profit of sales	17,765,561		12,395,526	43%
Other income and expenses	-34,432		-1,023,883	-97%
Impairment losses on non-financial instruments	-2,295,155		-386,459	494%
Expected impairment losses on financial instruments	-186,677		23,034	-910%
Other income and expenses	-2,516,264		-1,387,308	81%
OPERATING PROFIT - EBIT	15,249,297		11,008,218	39%
Interest income	1,617,031		896,964	80%
Interest expense	-5,087,106		-1,597,483	218%
Financial expenses from leases	-1,175,948		-195,064	503%
Foreign exchange gains or losses, net	-89,450		292,675	-131%
Valuation difference of financial instruments	337,759		-433,921	-178%
Other financial gains or losses, net	7,210		27,200	-73%
Financial gains or losses	-4,390,504		-1,009,629	335%
Share of profit of associates and joint ventures	1,069,947		317,718	237%
PROFIT BEFORE TAX	11,928,740		10,316,307	16%
Tax expense	-2,085,969		-1,692,875	23%
NET PROFIT OR LOSS	9,842,771		8,623,432	14%
Retranslation of subsidiaries	-282,213		499,164	-157%
TOTAL COMPREHENSIVE INCOME	9,560,558		9,122,596	5%
EPS (HUF/share)	21.32		19.27	11%
EBITDA impact of items which never generate any net	3,454		63,913	-95%
outflow of assets
EBITDA	19,704,911		14,512,2915	36%

Change
96,100,856
58,374,378
37,726,478
1,646,438
-1,777,277
-5,209,293
-80,399,260
-3,979,429
-1,012,000
5,370,035
989,451
-1,908,696
-209,711
-1,128,956
4,241,079
720,067
-3,489,623
-980,884
-382,125
771,680
-19,990
-3,380,875
752,229
1,612,433
-393,094
1,219,339
-781,377
437,962
2.09
-60,459
5,192,620

• AutoWallis Group's revenue exceeded HUF
• 1. billion in 2023, which is more than HUF
  1. billion (or 36%) higher than the revenue for the previous year. The reasons behind rising revenues included organic growth,

growth through acquisitions and the massive inflation during the period.

• Starting from FY2023, the Group has presented interest income from its lease receivables separately, the significant increase of which compared to 2022 is

5 Starting from 2023Q4, the Group has presented interest income from its lease receivables separately, which is treated as a part of EBITDA. As a result of the separate treatment, the value of EBITDA has been restated, increasing by thHUF 56,910 in comparison with the previous year.

│06