Corporate Governance Report - 2021

Graphisoft Park SE Ingatlanfejlesztő Európai Részvénytársaság

(1031 Budapest, Záhony utca 7., Cg.:01-20-000002)

in accordance with the Corporate Governance Recommendations of the

Budapest Stock Exchange

General Information on the report of Corporate Governance

Graphisoft Park SE (1031 Budapest, Záhony utca 7. Cg. 01-20-000002; hereinafter "company")places great emphasis on implementing the Corporate Governance Recommendations and Guidelines, taking into account the relatively small size of the group of companies formed by thecompany and its subsidiaries and its simple organization structure (in average 27 employees, one-tier board, 6 members of the board of directors). The management of the companycontinuously improves its operational and monitoring practices.

The board of directors presents its Corporate Governance Report for the business year 2021 tothe attention of the General Meeting in the form below as prescribed by the Corporate Governance

Recommendations of the Budapest Stock Exchange and by the provisions of Act 5 of 2013 on the Civil Code.

A brief presentation of the operation of the Board of Directors / Governing Board andthe management, distribution of duties and responsibilities.

The Board of Directors consists of 5 to 11 members. The Directors are all natural persons. Themajority of the members of the Board of Directors must qualify as "independent person". Boardmembers are regarded as independent if they have no legal relations with the Company other than their membership of the Board of Directors. The Board of Directors establishes its own rules of procedure ("Rules of Procedure") in accordance with the provisions of the Articles of Association and the Civil Code. The Board of Directors has a quorum if the majority of the members of the Board of Directors are present at the meeting or during the alternative decision-making procedure.

The board of directors is continuously monitoring the operations of the company. The board ofdirectors holds its meetings more often than required, applying alternative methods (telephone,or other electronic communication methods). It requires and receives information continuously from the executive management. The board of directors does not take part in the dailymanagement of the operations of the company.

The board of directors and the executive management are performing their duties withcontinuous legal support, supplementing the necessary time frame and expenditure to ensure

that all decisions are prepared responsibly, well founded financially and legally, taking intoprimary consideration the interests of the shareholders.

An introduction of the management / board of directors, the audit committee and theirmembers

(with indicating the status of independence with each member) and the composition of each committee.

Gábor Bojár: chairman of the board of directors. Non-independent, represents the company individually.

János Kocsány: member of the board of directors, chief executive office. Non-independent, represents the company individually as chief executive officer.

András Szigeti: member of the board of directors. Independent, represents the companyjointly.

Dr. János Kálmán: member of the board of directors and the audit committee. Independent, represents the company jointly.

Péter Hornung: member of the board of directors and the audit committee. Independent, represents the company jointly.

Dr. György Martin-Hajdu: member of the board of directors and the audit committee. Independent, represents the company jointly.

Zsuzsa Pálfalvi: chief executive director of Graphisoft Park Services Kft. (the subsidiary responsible for operations)

The company is operating with a one-tier board, the audit committee members are drawn fromthe independent members of the board of directors. The chief executive officer responsible forthe daily operation of the company is a non-independent member of the board of directors. Member resumes are accessible on the company's website.

https://www.graphisoftpark.hu/eng/Investor Relations - CorporateGovernance

Frequency of the meetings of the board of directors and the audit committeein the reporting period, with participation rates.

Audit Committee meetings: 1.

Participation rate: 100%

Meetings of the board of directors: 8

(But 2 of these meetings were held instead of the General Meeting) Participation rate: 100%

Considered factors for the evaluation of the Board of Directors, the Supervisory Board,the executive management, and its members.

Reference shall be made to the changes based on the evaluation in the reported period

The board of directors and the audit committee examined each of the members before decidingon any matter for possible conflicts of interest.

All members participated in meetings of the board of directors and the audit committee.

Before strategic and high impact decisions all members had unrestricted access to information. Implementation of the decisions were monitored by the members.

The board of directors and the audit committee had fulfilled their duties prescribed by law andby the Articles of Association.

The company does not evaluate the members individually.

Report on the activities of each committee, including the introduction of the members ofthe committees, the number of meetings held and participation rates, relevant issues discussed at the meetings and the operation of the committees. If the board of directors passed a resolution contrary to the recommendations of the audit committee, the presentation of the operations of the audit committee shall indicatesuch event (as well as the reasons of the Board of Director's action).

The audit committee convened once. The meeting was attended by all members.The more important matters discussed were:

  • - reviewing the company's yearly activities

  • - reviewing and commenting the IFRS consolidated and individual reports

  • - controlling of the dividend payments

  • - approving its own report and submitting it to the general meeting

The introduction of the members can be found under the title "An introduction of the management / board of directors, the audit committee and their members (with indicating the status of independence with each member) and the composition of each committee." Members' CVs can be found athttps://www.graphisoftpark.hu/eng/Investor Relations - CorporateGovernance.

The Board of Directors did not pass a resolution contrary to the recommendations of the audit committee.

Presentation of internal controls, evaluation of its application in the reported period.

Presentation on the efficiency and effectiveness of risk management procedures. (Information on the availability of the report on internal controls by the Board of

Directors by shareholders.)

The size of the company does not warrant the implementation of separate policies or designationof an officer besides the already existing internal controlling mechanism. The management andcontrol of financial risks is carried out by the whole of the board of directors and the management continuously. The internal controlling mechanisms designed and implemented bythe management aids the handling of risks associated with the operation of the company and support the realization of the company's business targets. The financial statements are in full compliance with IFRS.

The company's smaller structure allows the management and the board of directors to be informed directly of all material information and risk.

The management directly approved all financial commitments.

Information on whether the auditor performedany activities not related to auditing.

Yes, the auditor audited the interim balance sheets (audit related service)

Overview on the company's disclosure policy, and policy on insider trading

Publication policy: the company is committed to operate transparently. It aims to publish reliable and accurate information regarding its existing and expected financial status and conditions meeting and exceeding its legal obligations and the requirements articulated in the recommendations from the stock exchange.

Insider trading policy: the company implemented a comprehensive policy regarding insider trading and market manipulation, which covers all employees of the company and its subsidiaries, as well as all persons required by law and persons abiding its provisions voluntarily by declaration. The policy defines the meaning and scope of insider information, persons accessing insider information, the procedures and persons responsible for classifying information as insider information and the rules forpublishing insider information.

The company monitors regulatory actions, agency decisions and recommendations and reviewsits policies as needed from time to time.

The small size of the organization structure allows the management to exercise comprehensivecontrol.

Overview description on exercising shareholders' rights and brief overview on rules on the conducting of the General Meeting

The company allows the exercise of shareholder rights as prescribed in the Act 102 of 2011 onregulated real estate investment companies and in its Articles of Association.

The shareholder must be entered into the register of shareholders to be able to exercise his/her/its rights.

The shareholder shall be entitled to participate at the General Meeting, within the framework stipulated by Act V of 2013 request information, and also to submit proposals and motions, and, if they hold shares with voting rights, to vote. The provisions of this notice shall have to be fulfilled in order to participate at the General Meeting and to vote.

Shareholders shall have the right to participate not only in person, but also through a proxy, andone proxy may represent several shareholders. The power of attorney shall be submitted to theCompany, in the course of the registration process, in the form of a public document or a privatedocument representing conclusive evidence.

In case of natural persons, the shareholders need to verify their identity by sufficient and reliableproof, in case of non-natural person shareholders, the representation rights of the persons signing the power of attorney or of the persons acting at the General Meeting on behalf of the non-natural person shareholders shall have to be verified by a document issued by the authenticpublic registration authority, not older than 30 days (for example both an extract from the companies register and a specimen of signature, together, not older than 30 days) or by a notarialdeed.

The deeds issued abroad must be presented in a proper form, in compliance with the laws governing the certification and legalization of documents issued abroad. The documents can beissued in Hungarian or English. A certified Hungarian or English translation has to be attachedof any documents issued in other languages. The Chairman of the General Meeting or a memberof the Board of Directors or the auditor of the Company cannot be appointed as representativeof the shareholder.

The securities intermediary registered in the register of shareholders (share register), as the shareholder's proxy (nominee) may act on behalf of the shareholder according to the provisionsof Act CXX of 2001 on the Capital Market.

The name of the shareholder or nominee intending to attend the General Meeting must be entered into the register of shareholders until the second working day prior to the starting day of the General Meeting. Those shareholders shall be entitled to exercise their shareholders' rights at the General Meeting whose names are registered in the Register of Shares at 6 p.m. onthe second working day prior to the starting day of the General Meeting.

The Company will request the ownership identification from KELER Zrt. for the time of the General Meeting. The rules governing ownership identification are the then current General Business Rules of KELER Zrt. The securities intermediaries shall be obliged to provide for registration of the shareholders in the register of shareholders. The securities intermediaries provide information to the shareholders about the time limit set for execution of the orders submitted to the securities intermediaries for making the entries into the register of shareholders. The Company shall not undertake any liability for the consequences arising fromany failures by the securities intermediaries.

For items on the agenda of the General Meeting, the Board of Directors shall be obliged to provide the shareholders with the information necessary to discuss any and all items on the agenda of the GeneralMeeting, so that the shareholders - upon a written request filed at leasteight days prior to the General Meeting - shall receive the necessary information at least threedays prior to the General Meeting

Shareholders who have minimum one per cent of the votes are entitled to request any additionsto the agenda of the General Meeting, in writing, within the time limit stipulated by law, by indicating the reasons thereof, or to submit proposals for resolutions in connection with the agenda.

Method of holding the General Meeting: with attendance in person. The General Meeting shallbe held in Hungarian.

Voting rights:

- each "A" series ordinary share shall entitle to one vote per share;

- each "B" series employee share shall entitle to one vote per share. Chapter 13 of the Articles of Association [Quorum, Voting, Voting rights], and the further rules specified in the Management Share Option Plan shall be applied in terms of the voting rights vested in the employee shares.

The Company shall disclose the material data of the draft annual statements prepared accordingthe Accounting Act, and of the reports of the Board of Directors and the Audit Committee, thesummary about the number of the shares and of the voting rights existing at the date of the convocation (as well as the separate summary on the different series of shares), as well as the proposals to the agenda items and the draft resolutions, at least twenty one days prior to the General Meeting, according to the provisions of Section 35 of the Articles of Association, withdue consideration of Article 3:272 (3) b) of the Hungarian Civil Code.

Voting procedures employed by the company allows the voting results to be clearly and efficiently determined and are adjusted to the number of participants.

The board of directors and the audit committee is represented on the General Meeting.

In the financial year 2021, the Company did not hold a general meeting with shareholders present in person. Government Decree No. 502/2020 (16.11.2020) on the reintroduction of different provisions for the operation of partnerships and associations of persons and property, again prohibited the holding of general meetings of publicly traded companies during the period of the coronavirus epidemic, while allowing the management, i.e., the Board of Directors of the Company, to decide instead of the general meeting on matters that would otherwise be decided by the general meeting. Accordingly, on 11 February 2021 and 20 April 2021, the Board of Directors decided on the resolutions to be adopted by the General Meeting.

Right to receive dividend, payment of dividends: governed by and carried out in accordance with the provisions of the Civil Code, the law on regulated real estate investment companies and the Articles of Association. Turning dates are published in the general meeting invitation and the dividend announcement.

The company designates an officer who is responsible for investor relations. The designated officer can be contacted directly.

The Articles of Association is published on the Company's website.

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Graphisoft Park SE published this content on 21 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2022 12:54:06 UTC.