Budapesti Ingatlan Hasznosítási es Fejlesztesi : AGM proposals and draft resolutions

Budapesti Ingatlan Hasznosítási és Fejlesztési Nyrt.

1033 Budapest, Polgár u. 8-10.

Tel. [phone] | Fax. [phone] | E-mail:[e-mail]

Proposal to the 2022 ordinary annual General Meeting of Budapesti Ingatlan Hasznosítási és Fejlesztési

Nyrt.

Budapesti Ingatlan Hasznosítási és Fejlesztési Nyrt. (registered office: 1033 Budapest Polgár utca 8-10.; Company Registration No.: 01-10-042813; website:www.bif.hu; hereinafter: the "Company")

hereby informs its shareholders and the market players of the money and capital market that the Board of Directors has prepared its proposals for the 2022 annual General Meeting to be held on 29th April 2022 and publishes the same together with its motions pertaining to the individual agenda items and the Annexes to the proposal.

Place and date of the general meeting: 29 April 2022, 10:00 a:m, 1033 Budapest, Polgár utca 8-10.

(Flórián Udvar Office Building). the notice of meeting was posted on 29 March 2022. Closing of the

Record of Shareholders: 27 April 2019, closing date of the shareholder identification: 22 April 2019.

Agenda item No. 1:

• ▪ the Report of the Board of Directors of the 2021 business activity of the Company

• ▪ the Auditor's Report on the 2021 financial statements and consolidated financial statements of the Company prepared by the Company in accordance with the Financial Reporting Standards (IFRS) and the related business (management) reports

• ▪ the Audit Committee's Report on the audited financial statements and consolidated financial statements of the Company prepared for 2021 in accordance with the International Financial Reporting Standards (IFRS) and the related business (management) reports

• ▪ approval of the audited financial statements and consolidated financial statements of the

  Company prepared for 2021 in accordance with the International Financial Reporting Standards (IFRS) and the related business (management) reports

• ▪ Decision on the use of after-tax profit of 2021, determination of the dividend against the profit of 2021

With regard to the fact that the Company is a regulated real estate investment company as defined in Act CII of 2011 on Regulated Investment Companies (hereinafter: the REIT Act), the Company proposes, pursuant to paragraph c) of Section (3) of Article 3 of the REIT Act, that the Annual General Meeting should approve the payment of dividend of an amount corresponding, as a minimum, to the expected amount and that such dividend should be paid, subject to approval, within 30 trading days from the approval of the accounting report, provided that if the amount of the retained cash of the regulated real estate investment company does not reach the amount of the expected dividend, then the management proposes the payment of at least 90% of the amount of retained cash as dividend.

With regard to the applicable provisions of the Articles of Association and the REIT Act, as well as the results of 2021, the Board of Directors proposes the payment of dividends against the retained earnings and profit reserve that can be paid as dividends based on the audited Annual Financial Statements of the Parent Company for 2021 in the amount of HUF 5,033,688,800, which is HUF 20 per share. In the course of the above dividend calculation, Company already divided the dividend for the treasury shares among the shareholders entitled to dividends in proportion to the nominal value of their shares.

If the the general meeting of the Company decides to pay dividend, the Board of Directors shall publish a notice with the detailed conditions and process for the payment of the dividend after the general meeting. The closing date to be indicated in the notice on the annual general meeting of 2021 deciding on the payment of dividend shall be set out in the notice of the Board of Directors regarding the dividend payment.

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Budapesti Ingatlan Hasznosítási és Fejlesztési Nyrt.

1033 Budapest, Polgár u. 8-10.

Tel. [phone] | Fax. [phone] | E-mail:[e-mail]

The major financial data of the Company's audited Annual Financial Statements for 2021 prepared in accordance with the International Financial Reporting Standards (IFRS) are as follows (data in thousand HUF):

Total assets:	74 667 596
Equity:	50 529 309
Sales revenues:	4 513 015
Profit before taxes:	8 183 750
Retained earnings:	8 171 169

The Board of Directors proposes that the general meeting adopt the Report of the Board of Directors attached in Annex 1 and the audited Annual Financial Statements of the Parent Company for 2021 prepared in accordance with the International Financial Reporting Standards (IFRS) and the Business (management) Report attached in Annex 2.

Based on the Auditor's Report attached in Annex 3, the Auditor proposes the adoption of the Annual

Financial Statements of the Parent Company for 2021 prepared in accordance with the International Financial Reporting Standards (IFRS).

In the Report of the Audit Committee attached in Annex 4, the Audit Committee proposes the adoption of the Report of the Board of Directors and the audited Annual Financial Statements of the Parent Company for 2021 prepared in accordance with the International Financial Reporting Standards (IFRS) and the Business (management) Report.

The Company consolidated Harsánylejtő Kft, held by the Company directly as exclusive owner, in its audited Consolidated Annual Financial Statements for 2021 prepared in accordance with the International Financial Reporting Standards (IFRS).

The major data of the 2021 Annual report of Harsánylejtő Kft. are as follows (data in thousand HUF):

Total assets:	136 304
Equity:	-14 452
Sales revenues:	403 374
Profit before taxes:	-69 157
Retained earnings:	-69 157

The major data of the Company's audited Consolidated Annual Financial Statements for 2021 prepared in accordance with the International Financial Reporting Standards (IFRS) are as follows (data in thousand HUF):

Total assets:	74 804 063
Equity:	50 515 526
Sales revenues:	4 916 389
Profit before taxes:	8 287 877
Retained earnings:	8 269 184

The Board of Directors proposes that the general meeting adopt the audited Consolidated Annual Financial Statements of the Company Group for 2021, prepared in accordance with the International Financial Reporting Standards (IFRS), and the Consolidated Business (management) Report, attached in Annex 5.

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Budapesti Ingatlan Hasznosítási és Fejlesztési Nyrt.

1033 Budapest, Polgár u. 8-10.

Tel. [phone] | Fax. [phone] | E-mail:[e-mail]

Based on the Auditor's Report attached in Annex 6, the Auditor proposes the adoption of the

Consolidated Annual Financial Statements of the Company Group for 2021, prepared in accordance with the International Financial Reporting Standards (IFRS).

In the Report of the Audit Committee attached in Annex 4, the Audit Committee proposes the adoption of the audited Consolidated Annual Financial Statements of the Company Group for 2021, prepared in accordance with the International Financial Reporting Standards (IFRS), and the Consolidated Business (management) Report.

Motions regarding Agenda item 1:

Motion for resolution No. …/29.04.2022 of the of the general meeting:

The general meeting has acknowledged and approved the Auditor's Report on the Annual

Financial Statements of the Company prepared for 2021 in accordance with the International Financial Reporting Standards (IFRS) and the related Business (management) Report.

Motion for resolution No. …/29.04.2022 of the general meeting:

The general meeting has acknowledged and approved the Auditor's Report on the Annual

Consolidated Financial Statements of the Company, prepared for 2021 in accordance with the International Financial Reporting Standards (IFRS) and the related Consolidated Business (management) Report.

Motion for resolution No. …/29.04.2022 of the general meeting:

The general meeting has acknowledged and approved the report of the Audit Committee on the audited Annual Financial Statements of the Company, prepared for 2021 in accordance with the International Financial Reporting Standards (IFRS), on the Business (Management) Report of the Company and on the Report of the Board of Directors.

Motion for resolution No. …/29.04.2022 of the general meeting:

The general meeting has acknowledged and approved the Report of the Auditor Committee on the audited Annual Consolidated Financial Statements of the Company, prepared for 2021 in accordance with the International Financial Reporting Standards (IFSR), and the related Consolidated Business (management) Report.

Motion for resolution No. …/29.04.2022 of the general meeting:

The Board of Directors has acknowledged and approved the Report of the Board of Directors on the business year of 2021.

Motion for resolution No. …/29.04.2022 of the general meeting:

The general meeting has acknowledged and approved the audited Annual Financial Statements of the Parent Company for 2021, prepared in accordance with the International Financial Reporting Standards (IFRS), and the Business (management) Report of the Parent Company, with the balance sheet total of HUF 74,667,596 thousand and an equity of HUF 50,529,309 thousand as indicated in the proposal.

Motion for resolution No. …/29.04.2022 of the general meeting:

The general meeting has acknowledged and approved the audited Consolidated Annual Financial Statements of the Company for 2021, prepared in accordance with the International Financial Reporting Standards (IFRS), and the Consolidated Business (management) Report of the Parent Company, with the balance sheet total of HUF 74,804,063 thousand and an equity of HUF 50,515,526 thousand as indicated in the proposal.

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Budapesti Ingatlan Hasznosítási és Fejlesztési Nyrt.

1033 Budapest, Polgár u. 8-10.

Tel. [phone] | Fax. [phone] | E-mail:[e-mail]

Motion for resolution No. …/29.04.2022 of the general meeting:

With regard to the applicable provisions of the Articles of Association and the REIT Act, as well as the results of 2021, the general meeting resolved the payment of dividends against the retained earnings and profit reserve that can be paid as dividends based on the audited Annual Financial Statements of the Parent Company for 2021 in the amount of HUF 5,033,688,800. The general meeting sets out for the Board of Directors to arrange for the share-proportional payment of dividends established on ordinary shares and to publish by 10th May 2022, a notice on the schedule for the payment of dividends and the closing date of the identification of shareholders related to the payment of dividends, with regard to the applicable provisions of Act CII of 2011 according to which the commencement date of the payment of the dividends may be no later than the 30th trading day following the approval of the accounting report (as defined by Act CXX of 2001 on the Capital Market). Dividends on treasury shares are paid by the Company to shareholders entitled to dividends in proportion to the nominal value of their shares and pursuant to Section 16.2 of the Articles of Association.

Agenda item No. 2:

Resolution on the Board of Directors discharging the members of the Board of Directors holding a director position in the Company in 2020 for the business year 2021

Pursuant to Section (1) of Article 3:117 of the Civil Code, the members of the Board of Directors holding director position in the Board of Directors in business year 2021 applied for a discharge in respect of their management activity performed in business year 2021. The resolution of the General Meeting is requested by the members of the Board of Directors referred to above as to whether the General Meeting considers their work as employees in executive position to be adequate compared to the requirements of the law and the Articles of Association, and whether the Board of Directors performed its activity bearing in mind the priority of the Company's interests.

Pursuant to Section 9.2 (q) of the Articles of Association, the resolution on granting the discharge shall fall within the exclusive powers of the General Meeting. On the basis of the discharge, the Company may claim damages from the members of the Board of Directors on the grounds of the violation of their management responsibilities, if the facts or data underlying the granting of the discharge were untrue or incomplete.

Motion for resolution No. …/29.04.2022 of the general meeting:

The general meeting has resolved to grant the discharge to the members of the Board of Directors holding director position in the Board of Directors of the Company regarding their activities in 2021.

Agenda item No. 3:

Resolution on the on the removal of the Auditor and the appointment of the new Auditor

The appointment of Interauditor Consulting Kft. for auditing expires with the closing of the business year of 2021 on 15th May 2022 furthermore with regards to the second subsection of (1) section of the article No. 17. of the Regulation (EU) No. 537/2014. of the European Parliament ad Council (hereinafter referred to as Regulation) thus Budapesti Ingatlan Nyrt (hereinafter referred to as Company) requires the appointment of a new permanent auditor.

As the appointment of the present auditor - according to the resolution of the annual general meeting 2021 - expires on 15th May 2022, the removal of the present auditor is recommended with the closing of the business year of 2021, the day of the approval of the financial statements concerning the business year ending on 31 December 2022 (29th April 2022) and the appointment of the new auditor is also recommended from that date.

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Budapesti Ingatlan Hasznosítási és Fejlesztési Nyrt.

1033 Budapest, Polgár u. 8-10.

Tel. [phone] | Fax. [phone] | E-mail:[e-mail]

The Audit Committee considered the approval of the offers of two companies based on the (2) and (4) sections of the article No. 16. of the Regulation according to the following:

The name of the Offeror	Scope	Offered fee
1	Quercus Audit Könyvvizsgáló és Gazdasági Tanácsadó Kft.*	the audit of the Annual Financial Statements of the Parent Company and the Consolidated Financial Statements, prepared for the business year of 2022 in accordance with the International Financial Reporting Standards (IFRS)	7.000.000 Hungarian forints + VAT
2	H KADÓCONTROLLKönyvvelő Könyvvizsgáló Kft.* és	the audit of the Annual Financial Statements of the Parent Company and the Consolidated Financial Statements, prepared for the business year of 2022 in accordance with the International Financial Reporting Standards (IFRS)	7.700.000 Hungarian forints + VAT

*The offerors have the permissions and qualifications set out in the relevant regulations, in addition they attested appropriate professional experiences.

With regard to the foregoing the company proposed by the Audit Committee to perform the Company's permanent auditing tasks from the day of the approval of the financial statements concerning the business year ending on 31 December 2021 to the day of the approval of the financial statements concerning the business year ending on 31 December 2022, but until 15 May 2023 at latest, regarding the first subsection of the (1) section of the article No. 17. of the Regulation is Quercus Audit

Könyvvizsgáló és Gazdasági Tanácsadó Kft. (registered office: 8200 Veszprém, Radnóti tér 2/C,

Company Registration Number: 19 09 512226 Tax Registration Number: 11679204-2-19 Chamber Registration number: 002651, issuer rating number: K000143; a person responsible for the auditing

Tölgyes András; mother's name: dr. Zsilkó Katalin, address: 8200 Veszprém, Szajkó utca 14/B, place/date of birth: Veszprém, 1969. február 28., number of auditor license: 005572, issuer rating number: K000123).

Motion for resolution No. …/29.04.2022 of the general meeting:

The general meeting removes Interauditor Consulting Kft. with the effect of the closing of the business year of 2021, the day of the approval of the financial statements concerning the business year ending on 31 December 2021 and appoints Quercus Audit Könyvvizsgáló és Gazdasági Tanácsadó Kft. as the permanent auditor of the Company for the business year of 2022 (registered office: 8200 Veszprém, Radnóti tér 2/C, Company Registration Number: 19 09 512226 Tax

Registration Number: 11679204-2-19 Chamber Registration number: 002651, issuer rating number: K000143; a person responsible for the auditing Tölgyes András; mother's name: dr. Zsilkó Katalin, address: 8200 Veszprém, Szajkó utca 14/B, place/date of birth: Veszprém, 1969. február 28., number of auditor license: 005572, issuer rating number: K000123) with the effect of the day of the approval of the financial statements concerning the business year ending on 31 December 2021 to the day of the approval of the financial statements concerning the business year ending on 31 December 2022, but until 15 May 2023 at latest.

Agenda item No. 4:

Resolution on the remuneration of the Members of the Board of Directors, the Members of the Audit Committee and the Auditor

In respect of the remuneration of the members of the Board of Directors and the Audit Committee, the Shareholders may make proposals at the General Meeting. According to Annex 7 hereof, the Audit Committee proposed that the Auditor's fee for the business year of 2022 should be 7,000,000 Hungarian forints + VAT. Motions of the Board of Directors for the item on the agenda:

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