ENEFI Vagyonkezelo : Asset Management Plc. - Articles of Associations

ENEFI Asset Management Plc.

ARTICLES OF ASSOCIATION

(Consolidated in a uniform structure)

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ARTICLES OF ASSOCIATION

Articles of Association of ENEFI Asset Management Plc. (hereinafter: the Company) consolidated in a uniform structure to include all amendments made over time, in accordance with the provisions of Act

• of 2013 (hereinafter: the Ptk).
  I. Name and abbreviated name of the Company:

1.	Name of the Company:	ENEFI Vagyonkezelő Nyrt.
2.	Name of the company in English:	ENEFI Asset Management Plc.

1. Registered office and branch sites of the Company:

1. Registered office of the Company:

1031 Budapest, Nánási út 5-7. E épület 3. emelet 4.

2. Branch site of the Company:

8413 Eplény, Veszprémi u. 66. building A.

1. 1. Duration of the Company
2. The Company is established for an indefinite period of time.
3. The Company's business year shall coincide with the calendar year. The first business year shall begin on the day on which the Company is registered in the trade register and shall last until 31 December.

IV. The Company's activity

(as per TEÁOR'08 - the official Hungarian classification of business activities for 2008)

Scope of the Company's business activities:

3530	Steam supply and air conditioning (main activity)
3311	Repair of fabricated metal products
3312	Repair of industrial machinery and equipment
3314	Repair of industrial electrical machinery and
	equipment
3521	Gas production
4110	Organisation of building construction projects
4221	Construction of utility facilities serving the
	transportation of liquids
4222	Construction of utility facilities for electricity and
	telecommunications networks
4312	Preparation of construction sites
4321	Electrical installation
4322	Water, gas, heating and air-conditioning systems
	installation
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4329	Other building-engineering installations
4332	Installation of joinery structures in buildings
4399	Other specialised construction activities
4671	Wholesale of solid, liquid fuels
6209	Other information-technology services
7111	Architectural activities
7112	Engineering activities and related technical
	consultancy
7120	Technical testing and analysis
7211	Biotechnology research and development
7219	Other natural-sciences and technical research and
	development
7490	Other professional, scientific and technical activities
	not elsewhere listed
8110	Facility management

V. The Company's share capital

1. The share capital of the company is HUF 166.061.090,- Ft.

In the capital increase of the Company on 8 June 2011, 240,000 dematerialised, ordinary shares belonging to series A and having a face value of 10 HUF and an issue value of HUF 10,000 were issued with a 6 days deadline for payment.

As the result of the share capital increase of the Company on 9 September 2013 49,891,445 pieces of dematerialised, ordinary shares, each belonging to series A having a face value of HUF 10 and an issue price of HUF 366 have been issued with a deadline for undertaking the obligation of providing the consideration and taking over the shares until 9 September 2013. The increased share capital of the Company is HUF 525,314,450 (five-hundred-twenty-five million and three-hundred-fourteen thousand and four-hundred-fifty HUF) consisting of HUF 30,769,730 (thirty million and seven-hundred-sixty- nine thousand and seven-hundred-thirty HUF) cash contribution and HUF 494,544,720 (four-hundred-ninety-four million and five-hundred-forty-four thousand and seven-hundred-twenty HUF) in-kind contribution. The name and registered seat of the auditor completing the preliminary verification of the subject, value, time of providing the in-kind contribution, of the number, face value of the shares to be given therefor and of the name, registered seat of the contributor and the value of its in-kind contribution as set out in the articles of association is contained in attachment no. 1 forming the inseparable part of present articles of association.

The general meeting decided on 13 February 2013 / 24 February 2014 on decreasing the Company's share capital to increase other elements of its own capital by cancelling 25,358,866 pieces of ordinary shares with a face value of HUF 10, owned by the Company with an amount of HUF 253,588,660. Thus the Company's share capital will be reduced from HUF 525,314,450 (five hundred twenty five million and three hundred fourteen thousand and four hundred fifty Hungarian Forint) to HUF 271,725,790 (two hundred seventy one million and seven hundred twenty five thousand and seven hundred ninety Hungarian Forint) and the number of dematerialized ordinary shares with a face value of HUF 10, issued by the Company will be reduced from 52,531,445 pieces to 27,172,579 pieces.

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On the basis of the decision No: 34/2016. (05. 06.) of the General Meeting accepted on 06/05/2016, the registered capital was increased via close issue of free employee shares by the amount of HUF 25,000,000, via issuing 2,500,000 pieces of employee shares with the par value of HUF 10 (Series B) to the amount of HUF 296,725,790. The consideration of the shares to be covered by the Company shall be covered by the public limited company from the assets thereof above the registered capital.

The general meeting decided on __ September 2017 on decreasing the Company's share capital to increase other elements of its own capital by cancelling 19.672.579 pieces of ordinary shares with a face value of HUF 10, owned by the Company with an amount of HUF 196.725.790. Thus the Company's share capital will be reduced from HUF 296.725.790 to 100.000.000 and the number of dematerialized shares with a face value of HUF 10, issued by the Company will be reduced from 29.672.579 pieces to 10.000.000 pieces.

On 18/11/2019 the General Meeting of the Company decided on the increase of the registered capital of the Company by the amount of HUF 66,061,090 from the amount of HUF 100,000,000 to the amount of HUF 166,061,090 by issuing new shares via the private offering of 1,150,000 pieces of A Series dematerialised ordinary shares of HUF 10 par value and HUF 400 issuing value and 5,456,109 pieces of H Series dividend-preference convertible shares of HUF 10 par value against non-pecuniary property contributions. The term and condition of providing the non-pecuniary property contributions shall be 30/11/2019. The name and registered seat of the auditor auditing the subject, value, date of provision of the non-pecuniary contribution, the number, other characteristics and par value of shares to be given against thereof, the name and registered seat of the service provider, and the value of the non-pecuniary contribution under the Articles of Association shall be found in Annex No: 2 constituting an inseparable part of the present Articles of Association.

1. The Company's share capital has been made available to the Company by the shareholders.
2. The shareholders' meeting may authorise the Board of Directors to increase the share capital. In such authorisation shall be stated the maximum amount by which the Board of Directors may increase the share capital within a specified period not exceeding 5 years. Such authorisation of the shareholders' meeting shall include the amendment of the articles of association in relation to the capital increase, as well as the passing of the decisions related thereto and otherwise falling within the competence of the shareholders' meeting.
3. If the share capital is raised by means of a cash contribution, a priority right with respect the acceptance of the shares will be due to the shareholders of the Company, and of these, first to shareholders who hold shares that belong to the same series as the shares being issued, and then to the holders of convertible bonds together with the holders of bonds assuring subscription rights - in this order.
4. The Board of Directors must notify the shareholders, in the manner specified in section XIV of the Articles of Association, as well as the holders of convertible bonds and the holders of bonds with subscription rights, of the opportunity to exercise their priority right as well as of the conditions and manner of doing so.
5. The beneficiaries may exercise their priority right in the manner and by the deadline specified in the announcement, by issuing a statement.

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1. Those shareholder may exercise their priority rights that are the company's shareholders based on the share-ownership verification report issued by KELER Zrt. by the priority date specified by the Board of Directors or the Shareholders' Meeting.
2. The Shareholders' Meeting - based on the written proposal of the Board of Directors - may limit or exclude the priority subscription right or may authorise the Board of Directors in its resolution authorising the capital increase to limit or exclude the exercising of the priority subscription right. In this case the Board of Directors must demonstrate in the proposal the reasons for proposing to limit or exclude the exercising of the priority subscription right.
3. In case of capital increase by way of issuing new shares, subscription right to the shares may be granted to a person - designated by the General Meeting or by the authorization of the General Meeting the Board of Directors, - has not made a preliminary statement of commitment for subscribing for the shares and for providing the appropriate consideration. In this case, the preliminary statement for providing the appropriate consideration for the shares can be made by the potential shareholders after the designation.

VI. The Company's shares, share register

1. The registered capital consists of 11,500,000 pieces of registered, dematerialised ordinary shares, the par value of which is HUF 10, each (Series A) and 5,456,109 pieces of dematerialised dividend- preference convertible shares, the par value of which is HUF 110, each (Series H). Therefore, the total number of shares issued by the Company: 16,606,109 pieces.

The Company may issue maximum 2.500.000 pieces employee shares for its full or part time employed employees for free or at a discounted price. The Company may decide on issuing employee shares ensuring preferential dividend rights - after the class of shares granting preferential dividend rights - of the after tax profit compared to shares belonging to other type of shares, or class of shares.

The offering of employee shares (increasing the share capital such way) may happen either based on the Shareholders' Meeting resolution (pursuant to the conditions set out therein) or based on the resolution of the Board of Directors (pursuant to the conditions set out therein) passed on behalf of authorization of the Shareholder's Meeting. The nominal value of the employee shares and the voting rights attached thereto shall be the same as the nominal value and voting rights of the ordinary shares introduced to the regulated market.

The Company may make a decision on issuing (H Series) priority type shares and dividend-preference convertible share class dematerialized shares of HUF 10 par value each too. The dividend-preference convertible shares shall be issued (capital increase this way) shall take place either on the basis of the decision of the General Meeting (under the conditions determined therein), or in accordance of the decision of the Board of Directors on the basis of the authorisation of the General Meeting (under the conditions determined therein) and shall be listed on the Budapest Stock Exchange. The dividend- preference convertible shares shall hold no voting right (even in the case set forth in Paragraph (2), Article 3:231. of the Civil Code). The dividend-preference convertible shares shall entitle for 5 % more favourable dividends from the profit after tax that may be distributed among shareholders compared to other types and class of shares, if the statutory conditions for dividend payment are met. At the discretion of their owner, the dividend-preference convertible shares, such shares can be converted to A Series, dematerialized ordinary shares of HUF 10 par value in the rate of one to one.

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