Graphisoft Park Ingatlanfejleszto Európai Reszvenytársaság : General Meeting - Resolutions

RESOLUTIONS OF THE ANNUAL GENERAL MEETING

of Graphisoft Park SE

(H-1031 Budapest, Graphisoft Park 1., Záhony u. 7.)

held on April 29, 2024 at 10:00 am, at the registered office of the Company

Resolution No. 1/2024.04.29.

The General Meeting elects Mr Gábor BOJÁR, Chairman of The Board, to be The Chairman of the annual General Meeting, held at the registered office of the Company.

In favour		Against		Abstentions
6 050 436		0			25 306
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
9 500 686
				63.68%
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 48.58 %
6 075 742
		*

Resolution No. 2/2024.04.29.

The General Meeting elects dr Dénes KÖLTŐ V. as Keeper of the Minutes.

In favour		Against		Abstentions
7 735 561		0			25 306
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.16 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867
		*

Oldal 1 / 10

	Resolution No. 3/2024.04.29.
The General Meeting elects Mr. István MÁRKA to confirm the Minutes.
In favour		Against	Abstentions
7 735 561			0	25 306
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
		the number of votes to be taken into account:
11 185 811
				69.16 %
Number of shares which in respect to votes were	Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867
			*
	Resolution No. 4/2024.04.29.

The General Meeting elects Mr. Balázs Bálint VÁRHALMY and Mr. István TALLÓSSY as vote counters.

In favour	Against		Abstentions
7 735 561	0			25 306
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
		the number of votes to be taken into account:
11 185 811
			69.16 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867
	*
	Resolution No. 5/2024.04.29.

The General Meeting hereby approves the report made by the Board of Directors about the management, financial situation, and business policies of the Company.

In favour		Against		Abstentions
7 760 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867
		*

Oldal 2 / 10

Resolution No. 6/2024.04.29.

The General Meeting hereby approves the report prepared by the Audit Committee on the (individual) annual financial statements of the Company for year 2023, prepared according to the IFRS, the consolidated annual financial statements prepared according to the IFRS, and the allocation of the profit after taxation.

In favour		Against		Abstentions
7 760 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867

*

Resolution No. 7/2024.04.29.

The General Meeting hereby approves the audit report prepared by Ernst & Young Könyvvizsgáló Korlátolt Felelősségű Társaság, acting as the auditor of the Company, on the (individual) annual financial statements of the Company for year 2023, prepared according to the IFRS, the consolidated annual financial statements prepared according to the IFRS, and the allocation of the profit after taxation.

In favour		Against		Abstentions
7 760 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867

*

Resolution No. 8/2024.04.29.

The General Meeting hereby accepts and approves the (individual) annual financial statements of the Company for year 2023 prepared in accordance with the International Financial Reporting Standards (IFRS), audited by Ernst & Young Könyvvizsgáló Korlátolt Felelősségű Társaság, with the balance sheet total of EUR 11,552,407 and the profit after taxation of EUR 5,550,179 (profit).

In favour		Against		Abstentions
7 760 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867
		*
						Oldal 3 / 10

Resolution No. 9/2024.04.29.

The General Meeting hereby accepts and approves the consolidated annual financial statements of the Company for year 2023, prepared in accordance with the International Financial Reporting Standards (IFRS) audited by Ernst & Young Könyvvizsgáló Korlátolt Felelősségű Társaság, with the balance sheet total of EUR 244,123 thousand and the profit after taxation of EUR 10,162 thousand (profit).

In favour		Against		Abstentions
7 760 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867
		*

Resolution No. 10/2024.04.29.

The Company pays dividend out of the profit after taxation for year 2023, taking into account the available liquid funds. The Company pays dividend in the amount of 0,70 EUR, that is seventy eurocents for each of the outstanding 10.082.598 "A" series ordinary shares. The dividend shall be paid in EUR.

The Company pays dividend in the total amount of EUR 386,125 after "B" series employee shares.

The dividend due for shares owned by the Company (treasury shares) shall not be paid. The Company shall regard the dividend that is payable on treasury shares as dividend to be distributed among the Company's shareholders being entitled to dividend, in the proportion of their shares' nominal values.

Dividend payment shall be performed according to the provisions of the Articles of Association effective at the time the present General Meeting is convened, and this Resolution is passed.

The Company shall publish its detailed announcement regarding the dividend payment until 15th May 2024.

Those shareholders shall be entitled to receive dividend who own the respective share on the date of the shareholder identification procedure held pursuant to the currently effective Articles of Association.

Dividend will be paid within 30 trading days.

In favour		Against		Abstentions
7 760 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867
		*
						Oldal 4 / 10

Resolution No. 11/2024.04.29.

The General Meeting resolves that the Company grants discharge of liability as per Article 3:117 (1) of Act V of 2013 to Gábor Bojár for the year 2023, pursuant to the authorisation granted under Sections 9(n) and 10(d) of the Articles of Association of the Company. By granting the discharge of liability, the General Meeting verifies that the named person performed his work during the evaluated period always with a view to the best interests of the Company. The Company can file a compensation claim against the executive officers for breach of his managing duties, if the facts or data underlying the granting of the discharge of liability were false or insufficient.

In favour		Against		Abstentions
6 075 742		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
9 500 686
				63.95 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 48.58 %
6 075 742
		*

Resolution No. 12/2024.04.29.

The General Meeting resolves that the Company grants discharge of liability as per Article 3:117 (1) of Act V of 2013 to János Kocsány for the year 2023, pursuant to the authorisation granted under Sections 9(n) and 10(d) of the Articles of Association of the Company. The discharge of liability also includes the discharge of the CEO from liability for labour law. By granting the discharge of liability, the General Meeting verifies that the named person performed his work during the evaluated period always with a view to the best interests of the Company. The Company can file a compensation claim against the executive officers for breach of his managing duties, if the facts or data underlying the granting of the discharge of liability were false or insufficient.

In favour		Against		Abstentions
6 747 197		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
10 172 141
				66.33 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 53.94 %
6 747 197
		*

Oldal 5 / 10

Resolution No. 13/2024.04.29.

The General Meeting resolves that the Company grants discharge of liability as per Article 3:117 (1) of Act V of 2013 to Dr. János Kálmán for the year 2023, pursuant to the authorisation granted under Sections 9(n) and 10(d) of the Articles of Association of the Company. By granting the discharge of liability, the General Meeting verifies that the named person performed his work during the evaluated period always with a view to the best interests of the Company. The Company can file a compensation claim against the executive officers for breach of his managing duties, if the facts or data underlying the granting of the discharge of liability were false or insufficient.

In favour		Against		Abstentions
7 760 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867
		*

Resolution No. 14/2024.04.29.

The General Meeting resolves that the Company grants discharge of liability as per Article 3:117 (1) of Act V of 2013 to András Szigeti for the year 2023, pursuant to the authorisation granted under Sections 9(n) and 10(d) of the Articles of Association of the Company. By granting the discharge of liability, the General Meeting verifies that the named person performed his work during the evaluated period always with a view to the best interests of the Company. The Company can file a compensation claim against the executive officers for breach of his managing duties, if the facts or data underlying the granting of the discharge of liability were false or insufficient.

In favour		Against		Abstentions
6 260 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
9 685 811
				64.64 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 50.06 %
6 260 867
		*

Oldal 6 / 10

Resolution No. 15/2024.04.29.

The General Meeting resolves that the Company grants discharge of liability as per Article 3:117 (1) of Act V of 2013 to Péter Hornung for the year 2023, pursuant to the authorisation granted under Sections 9(n) and 10(d) of the Articles of Association of the Company. By granting the discharge of liability, the General Meeting verifies that the named person performed his work during the evaluated period always with a view to the best interests of the Company. The Company can file a compensation claim against the executive officers for breach of his managing duties, if the facts or data underlying the granting of the discharge of liability were false or insufficient.

In favour		Against		Abstentions
7 760 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867
		*

Resolution No. 16/2024.04.29.

The General Meeting resolves that the Company grants discharge of liability as per Article 3:117 (1) of Act V of 2013 to Dr. György Martin-Hajdu for the year 2023, pursuant to the authorisation granted under Sections 9(n) and 10(d) of the Articles of Association of the Company. By granting the discharge of liability, the General Meeting verifies that the named person performed his work during the evaluated period always with a view to the best interests of the Company. The Company can file a compensation claim against the executive officers for breach of his managing duties, if the facts or data underlying the granting of the discharge of liability were false or insufficient.

In favour		Against		Abstentions
7 760 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867
		*

Oldal 7 / 10

Resolution No. 17/2024.04.29.

The General Meeting resolves that the Company grants discharge of liability as per Article 3:117 (1) of Act V of 2013 to Ildikó Farkas for the year 2023, pursuant to the authorisation granted under Sections 9(n) and 10(d) of the Articles of Association of the Company. By granting the discharge of liability, the General Meeting verifies that the named person performed his work during the evaluated period always with a view to the best interests of the Company. The Company can file a compensation claim against the executive officers for breach of his managing duties, if the facts or data underlying the granting of the discharge of liability were false or insufficient.

In favour		Against		Abstentions
7 580 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 005 811
				68.68 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 60.61 %
7 580 867

*

Resolution No. 18/2024.04.29.

The General Meeting hereby approves the report of the Board of Directors on corporate governance, with the contents as per the proposal.

In favour		Against		Abstentions
7 760 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867
		*

Oldal 8 / 10

Resolution No. 19/2024.04.29.

The General Meeting hereby approves the Remuneration Report of the Company for the financial year 2023 pursuant to Act LXVII of 2019, with the content as per the proposal.

In favour		Against		Abstentions
7 760 448		419			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867

*

Resolution No. 20/2024.04.29.

Pursuant to the Audit Committee's recommendation the General Meeting elects Ernst & Young Könyvvizsgáló Kft. (1132 Budapest, Váci út 20., CHA registration no.: 001165), to be the Company's auditor for the period starting on the day of the General Meeting and ending on May 31, 2026.

The General Meeting proposes to set the auditor's remuneration at EUR 17.910 + VAT for the year 2024 and EUR 17.910 + VAT for the year 2025, increased by the HICP index of 1 January 2025.

In favour		Against		Abstentions
7 760 867		0			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867
		*

Oldal 9 / 10

Resolution No. 21/2024.04.29.

Pursuant to Article 3:223 (1) of Act V of 2013 (Civil Code), The General Meeting authorises the Board of Directors, for a period of 18 months, to acquire a maximum number of own ordinary shares of Series A (with a nominal value of EUR 0.02), up to a maximum of 25 (twenty-five) % of the registered capital. In the event of acquisition in return for payment, the minimum consideration shall be the nominal value; the maximum consideration shall not exceed the amount which exceeds the market price quoted on the stock exchange at the time of purchase by more than 10 (ten) %.

In favour		Against		Abstentions
7 760 448		419			0
Total number of votes to be taken	into account for		Percentage of IN FAVOUR votes in relation to
the adoption of the decision:
			the number of votes to be taken into account:
11 185 811
				69.38 %
Number of shares which in respect to votes were		Votes validly cast representing proportion of the
validly cast:				share capital: 62.05 %
7 760 867

Oldal 10 / 10