Masterplast : Articles of Associations

Dr. Tóth Zsófia Anna

Articles of Association

of MASTERPLAST Public Limited Company

(In a consolidated form)

I. Name and registered seat of the Company

1.1. Company name:

1. Company name: MASTERPLAST Nyilvánosan Működő Részvénytársaság
2. The abbreviated name of the Company is MASTERPLAST Nyrt.

1. The registered seat of the Company is 8143 Sárszentmihály, Árpád u. 1/A.
2. The branch office of the Company is 3350 Kál, Jászapáti úti ipartelep 1.

1. Duration and financial year of the Company

2.1 The Company was established for an indefinite period of time on 28 June 2006 as MASTERPLAST

Group Zártkörűen Működő Részvénytársaság by the transformation of the predecessor MASTERPLAST Műanyagipari és Kereskedelmi Korlátolt Felelősségű Társaság.

2.2. Form of the Company: a public limited company.

2.3 The financial year of the Company shall be the same as the calendar year.

1. Scope of the Company's activities

3.1. The scope of the Company's activities is based on the KSH-TEÁOR (Standard Industrial Classification of Economic Activities) in force as of 1 January 2008:

64.20 Asset management (holding) (principal activity)

1. Manufacture of corrugated paper and paperboard and of containers of paper and paperboard

1. Pre-pressand pre-media services
2. Binding and related services

1. Other reproduction services

1. Manufacture of other rubber products

1. Manufacturing of plastic sheet, plate, foil, tubes and profiles
2. Manufacture of plastic packing goods
3. Manufacture of plastic building materials

1. Manufacture of other plastic products

1. Manufacture of wiring devices

1. Repair of machinery

1. Construction of residential and non-residential buildings

1. Construction of railways
2. Construction of bridges and tunnels

1. Construction of public works for the transport of liquids
2. Construction of utility projects for electricity and telecommunications

1. Construction of water projects

1. Construction of other civil engineering projects n.e.c

1. Demolition
2. Site preparation

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1. Test drilling and boring

1. Electrical installation
2. Plumbing, heat and air conditioning installation

1. Other construction installation

1. Plastering
2. Joinery installation work
3. Floor and wall covering
4. Painting and glazing

1. Other building completion and finishing

1. Roofing activities

1. Other specialised construction activities n.e.c.

1. Wholesale trade services on a fee or contract basis of agricultural raw materials, live animals, textile raw materials and semi-finished goods
2. Wholesale trade services on a fee or contract basis of fuels, ores, metals and industrial chemicals
3. Wholesale trade services on a fee or contract basis of timber and building materials
4. Wholesale trade services on a fee or contract basis of machinery, industrial equipment, ships and aircraft
5. Wholesale trade services on a fee or contract basis of furniture, household goods, hardware and iron mongery
6. Wholesale trade services on a fee or contract basis of textiles, clothing, fur, footwear and leather
   goods
7. Wholesale trade services on a fee or contract basis of food, beverages and tobacco
8. Wholesale trade services on a fee or contract basis of other particular products
9. Wholesale trade services on a fee or contract basis of a variety of goods

1. Wholesale of grain, unmanufactured tobacco, seeds and animal feeds
2. Wholesale of flowers and plants
3. Wholesale of live animals
4. Wholesale of hides, skins and leather

1. Wholesale of textiles
2. Wholesale of clothing and footwear
3. Wholesale of electrical household appliances
4. Wholesale of of china and glassware and cleaning materials
5. Wholesale of perfume and cosmetics

1. Wholesale of furniture, carpets and lighting equipment
2. Wholesale of watches and jewellery
3. Wholesale of other household goods

1. Wholesale of electronic and telecommunications equipment and parts

1. Wholesale of solid, liquid and gaseous fuels and related products
2. Wholesale of metals and metal ores

1. Wholesale e of hardware, plumbing and heating equipment and supplies
2. Wholesale of chemical products
3. Wholesale of other intermediate products
4. Wholesale of waste and scrap

1. Retail sale of computers, peripheral units and software in specialised stores
2. Retail sale of telecommunications equipment in specialised stores
3. Retail sale of audio and video equipment in specialised stores

1. Retail sale of textiles in specialised stores
2. Retail sale of hardware, paints and glass in specialised stores
3. Retail sale of carpets, rugs, wall and floor coverings in specialised stores
4. Retail sale of electrical household appliances in specialised stores

1. Retail sale of furniture, lighting equipment and other household articles in specialised stores

1. Retail sale of books in specialised stores
2. Retail sale of newspapers and stationery in specialised stores
3. Retail sale of music and video recordings in specialised stores
4. Retail sale of sporting equipment in specialised stores

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1. Retail sale of games and toys in specialised stores

1. Retail sale of clothing in specialised stores
2. Retail sale of footwear and leather goods in specialised stores

1. Retail sale of flowers, plants, seeds, fertilisers, pet animals and pet food in specialised stores
2. Retail sale of watches and jewelleryin specialised stores 47.78 Other retail sale of new goods in specialised stores 52.24 Cargo handling

1. Book publishing
2. Publishing of directories and mailing lists
3. Publishing of newspapers
4. Publishing of journals and periodicals

1. Other publishing activities

1. Publishing of computer games

1. Other software publishing

1. Sound recording and music publishing activities

1. Radio broadcasting

1. Computer programming activities
2. Computer consultancy activities

1. Other information technology and computer service activities

1. Computer facilities management activities

1. Data processing, hosting and related activities
2. Web portals

1. Other information service activities n.e.c.

1. Renting and operating of own or leased real estate

1. Accounting, bookkeeping and auditing activities; tax consultancy
2. Public relations and communication activities
3. Business and other management consultancy activities

1. Architectural activities
2. Engineering activities and related technical consultancy

1. Technical testing and analysis 72.11 Research and experimental development on biotechnology

1. Other research and experimental development on natural sciences and engineering
2. Research and experimental development on social sciences and humanities

1. Market research and public opinion polling

1. Specialised design activities

1. Other professional, scientific and technical activities n.e.c 77.11 Renting and leasing of cars and light motor vehicles

1. Renting and leasing of trucks

1. Renting and leasing of office machinery and equipment (including computers)

1. Renting and leasing of other machinery, equipment and tangible goods n.e.c.
2. Leasing of intellectual property and similar products, except copyrighted works

1. Other reservation service and related activities

1. Private security activities

1. Security systems service activities

1. Educational support activities

1. Organisation of conventions and trade shows

1. Activities of collection agencies and credit bureaus

1. Other business support service activities n.e.c.

1. Technical and vocational secondary education

1. Other education n.e.c.

1. Operation of sports facilities

1. Other sports activities

1. Other amusement and recreation activities

1. Repair of computers and peripheral equipment

3.2. If an activity carried out by the Company is subject by law to an official authorisation, the Company may only commence such activity if it is in possession of a valid official authorisation.

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Unless an exception is provided for by law, not including by municipal ordinance, the Company may only carry out activities requiring a qualification if at least one of its member personally contributing to such activities or at least one person who has a civil or employment relationship with the Company meets the qualification requirement.

IV. Share capital of the Company

1. The share capital of the Company shall be HUF 1,685,063,100, i.e., one billion six hundred eighty- five million sixty-three thousand one hundred forints.
2. The share capital of the Company has been made available to the Company by the shareholders.
3. The General Meeting may authorise the Board of Directors to increase the share capital. The authorisation shall specify the maximum amount by which the Board of Directors may increase the share capital over a fixed period of up to 5 years. The authorisation by the General Meeting shall also include the power to amend the Articles of Association in relation to the increase of the capital and to take related decisions which otherwise fall within the competence of the General Meeting.

V. Provisions relating to shares

1. The share capital shall consist of 16,850,631 ordinary shares, i.e., sixteen million eight hundred and fifty thousand six hundred and thirty-one shares, each with a nominal value of HUF 100.00, i.e. one hundred forints. The shares are dematerialised shares.
2. The transfer of dematerialised shares is governed by the provisions of the Civil Code Act (Ptk.), the Capital Markets Act (Tpt.), the provisions of the legislation on securities accounts and other legislation. The transfer of the share is effective against the Company and the shareholder may exercise his/her rights as a shareholder against the Company only if the shareholder is registered in the share register. Failure to register the share in the share register shall not affect the shareholder's ownership of the share.
3. The acquisition and transfer of a dematerialised share may only be effected by debiting or crediting a securities account. The owner of the share shall be deemed to be the person in whose account the security is registered, unless the contrary is proved.
   In the case of the acquisition of dematerialised shares by way of a non-transfer, the debiting of the securities account of the former shareholder and the crediting of the shares to be acquired to the securities account of the new shareholder shall be carried out by the securities account manager at the request of the new shareholder on the basis of the document certifying the acquisition of ownership.
4. Except for the sale of a share, a shareholder who has acquired his/her share in violation of the law and these Articles of Association in respect of the transfer or acquisition of shares, or who holds a share which he/she is not entitled to acquire under the law and/or the Articles of Association, may not exercise his/her shareholder rights in relation to the Company.
5. If a person is subject to the provisions of Tpt. 5.5.5.5 If a person has a notification obligation under the Tpt., the Company shall comply with the request for registration of the acquirer of the share, the shareholder proxy, or, in the case of jointly owned securities, the joint representative in the share register, if it is confirmed that the acquisition of the share has been notified to the Magyar Nemzeti Bank and has been published, and if such information regarding the circumstances of the acquisition of the share, the identity of the acquirer of the share (in the case of natural person shareholders) and the legal status and ownership structure (in the case of legal entities or other non-legal entities) that the Board of Directors deems necessary and acceptable, has been submitted to the Board of Directors.
   In all cases, the application for entry in the share register must contain the express consent of the shareholder to the cancellation of the entry in the share register if the statement made by him or her

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proves to be materially false, fraudulent or misleading, whether at the time of the application or subsequently.

1. The Board of Directors of the Company, or its delegate in accordance with the provisions of the law on securities, shall keep a register of shareholders, including the holder of a temporary share. If the Board of Directors appoints another person to keep the share register, the fact of the appointment and the identity of the appointee shall be published on the Company's website and, if necessary, on other mandatory Internet sites. The keeper of the share register shall record the name, domicile (registered seat), the number of shares and emporary shares of the shareholder per series of shares (proportion of ownership), and other data specified by law and the Articles of Association of the Company. Data deleted from the share register must remain ascertainable.
2. A shareholder who has been formally certified shall be entered in the share register upon application to the keeper of the register. The registered shareholder shall be deleted from the share register upon his/her request. The shareholder shall submit his application for entry in the share register within two working days of acquiring ownership of the share.
   In the case of a dematerialised share, the securities account manager shall submit the application for entry in the share register within two working days of the date on which the securities account is credited, by electronic means. This obligation of the securities account manager shall not apply if the shareholder expressly prohibits the entry in the share register or if the shareholder does not authorise the securities account manager to make such an application.
3. The Board of Directors is entitled to decide on the verification of the shareholders and their holdings under the legislation on securities accounts. In such a case, the Board of Directors shall, in connection with the closing of the share register prior to the General Meeting, delete all data in the share register that are valid at the time of the verification of the shareholders and their holdings and at the same time enter the data corresponding to the result of the verification in the share register.
4. The Board of Directors shall not be obliged to verify the validity of the application, the certificate of the securities account holder and the transfer when registering the shares in the share register.

The following shall not be entered in the share register a) a person who has so disposed;

1. any person who has acquired his share in contravention of the law or of the provisions of the Articles of Association relating to the transfer of shares.

If the shareholder, pursuant to point a) above, has decided that his/her data shall not be entered in the share register and no proxy has been registered for the exercise of shareholder rights, and in the case of point b), no shareholder rights may be exercised against the company on the basis of the share held by the shareholder.

If the Company is required by law or stock exchange rules to notify shareholders by post, the Company will send notices to the holders of shares registered in the share register and to the address indicated in the share register and will not be liable if the actual ownership and delivery address differs from the data indicated in the share register.

In the event of the exercise of shareholder rights, the Company shall be entitled to request from the shareholder, on a case-by-case basis, proof of actual share ownership.

5.10. The General Meeting may authorise the Board of Directors to purchase its own shares for a period of eighteen months. The authorisation shall specify the type (class), number, nominal value and, in the case of acquisition for consideration, the minimum and maximum amount of the consideration. No prior authorisation by the General Meeting is required if the shares are acquired in order to avoid serious damage directly threatening the company or in other cases provided for by law.

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VI. Rights and obligations attached to the share

1. The shareholder's liability to the Company shall be limited to the delivery of the issue value. The shareholder shall not otherwise be liable for the obligations of the Company, subject to the exceptions provided for by law. The shareholder is entitled to exercise his rights on the basis of a certificate of ownership after registration in the share register.
2. The shareholder shall be entitled to the property rights attached to the share, in particular the right to dividends, interim dividend and the right to a liquidation share.
   Shareholders are entitled to dividends if they are entered in the share register on the basis of the shareholder's record of the dividend payment date as determined in the resolution of the General Meeting of Shareholders deciding on the dividend payment. The record date for the dividend payment shall be the fifth Stock Exchange Day following the General Meeting which determines the dividend rate. The dividend shall be payable at least 20 days after the resolution of the General Meeting on the date fixed by the General Meeting.
   Within 60 days of the dividend becoming due, the shareholder must collect the dividend. If the shareholder is in default, he/she cannot claim interest on his/her dividend from the company.
3. Based on the membership rights of the shareholder, as provided for in the Articles of Association, each shareholder is entitled to attend the General Meeting, to request information, to make comments and proposals within the limits set by law, and to vote in possession of the voting share.
4. The shareholder is bound by an obligation of confidentiality in relation to the Company's business secrets and shall compensate the Company for any damage caused by a breach of this obligation.
5. In addition to the above, the shareholder shall also be entitled to the minority rights regulated by law and the right to transfer the share.
6. In order for the resolution of the General Meeting resolving on the conversion of shares to be valid, the shareholders of the type or class of shares directly affected by the conversion must also give their separate consent to the resolution. The shareholders concerned present at the General Meeting may, by a three-quarters majority of the votes cast, decide to grant or withhold their consent by means of a separate resolution before the General Meeting of shareholders passes a resolution on the share conversion. The provisions relating to any restriction or exclusion of voting rights attaching to the share, with the exception of voting rights which cannot be exercised on the basis of treasury shares, shall not apply.

VII. The General Meeting

7.1. Powers of the General Meeting

The General Meeting is the supreme body of the company, consisting of all the shareholders. Unless otherwise provided by the Civil Code or these Articles of Association, the General Meeting has exclusive competence:

1. to decide, unless otherwise provided by law, on the establishment and amendment of the Articles of Association;
2. to decide on the change of the form of operation of the public limited liability company;
3. to decide the transformation and dissolution of the public limited liability company;
4. to decide on the election, removal and remuneration of the members of the Board of Directors;
5. to decide on the election, removal and remuneration of the members of the Audit Committee;
6. to decide on election, removal and remuneration of the Auditor
7. to approve the accounts according to the Act on Accounting, to decide on the appropriation of the profit after tax;
8. to decide on the payment of interim dividends;

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1. to adopt the Corporate Governance Report;
2. to decide on change of rights attaching to certain series of shares or conversion of certain types or classes of shares;
3. to decide to issue convertible, exchangeable or warrant bonds;

1. to decide to increase the share capital;
2. to decide on the authorisation of the Board of Directors to increase the share capital, to acquire own shares, to issue convertible, warrant or exchangeable bonds
3. to decide on the reduction of the share capital, unless otherwise provided by law;

1. to decide on the exclusion ofthe exercise of the pre-emptive subscription right or to authorise the Board of Directors to restrict or exclude the pre-emptive subscription right;
   (p) to decide on the initation of the listing and delisting of shares of the same class of shares of the same series of the Company;

1. to decide on the acquisition of treasury shares;
   (r) to decide to accept a public bid for treasury shares;
   (s) to decide to take any action liable to disrupt the public takeover offer procedure;
   (t) to define the guidelines and framework for the long-term remuneration and incentive scheme for members of the Board of Directors and senior management;
   (u) to decide on granting a discharge to members of the Board of Directors
   (v) to decide on on the enforcement of claims for damages against the shareholder, the executive officer and the company auditor;

1. to grant financial assistance to third parties for the acquisition of shares issued by the company;
   (x) to decide on any matter which the law or the Articles of Association confer on the exclusive competence of the General Meeting.
   7.2. Convening the General Meeting

1. The General Meeting shall be convened by the Board of Directors at least 30 days before the day of the General Meeting. The Company shall hold a General Meeting of Shareholders (Ordinary General Meeting) by 30 April each year at a date and with an agenda determined by the Board of Directors. The place of the General Meeting shall be the registered office of the Company, but the Board of Directors may determine another place.
2. The Company shall, after the listing of its shares on the Budapest Stock Exchange, invite the Stock Exchange to its General Meetings and give the floor to the representative of the Stock Exchange.
3. Attendance at the General Meeting is only possible in person.
4. Upon written request of a shareholder submitted at least eight days before the day of the General Meeting, the Board of Directors shall provide the shareholder with the necessary information for the discussion of the item on the agenda, unless otherwise provided by law, so that the shareholder receives the necessary information at least three days before the day of the General Meeting.
5. The General Meeting shall be convened at least once a year. The General Meeting may be convened at any time if necessary, and in cases provided for by law, it must be convened by the Board of Directors.
6. The General Meeting may be suspended, up to one time. If the General Meeting is suspended, it shall be resumed within thirty days. In this case, the rules for convening the General Meeting and electing the officers of the General Meeting shall not apply.
   The quorum at a General Meeting held as a continuation of a suspended meeting shall be verified in the same way as at the beginning of the General Meeting.
7. If the shareholders holding together at least one percent of the votes submit to the Board of Directors a proposal for the addition to the agenda, in accordance with the rules on the agenda's details, or a draft resolution on an item included or to be included on the agenda within eight days of the

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publication of the notice convening the General Meeting, the Board of Directors shall publish a notice on the added agenda and the draft resolutions submitted by the shareholders after the proposal has been submitted to it. The item indicated in the notice shall be deemed to be placed on the agenda.

1. 7.3. Quorum of the General Meeting, reconvened General Meeting

2. The General Meeting shall constitute a quorum if it has been duly convened and is attended by a majority of the votes cast representing more than half of the votes entitled to be cast.
3. If the General Meeting is not quorate, a reconvened General Meeting shall constitute a quorum for the issues on the original agenda, irrespective of the number of votes represented by those present, if it is convened at least ten days and not more than twenty-one days after the original date.

1. 7.4. Ownership identification, representation

2. At the General Meeting, the rights attached to the share may be exercised by the shareholder (proxy, in case of jointly owned shares, the joint representative) who, at the option of the Board of Directors, on the basis of point 7.4.2, has been registered in the share register by 6 p.m. on the second working day prior to the day of the General Meeting, on the basis of the ownership certificate or the ownership identification issued by KELER Zrt. The record date for the ownership identification issued by KELER Zrt. is the fifth business day prior to the general meeting, so that the shareholder who holds the share on that day may exercise his shareholder rights at the general meeting. Accordingly, the last day for the purchase of MASTERPLAST ordinary shares entitling the holder to participate in the General Meeting is the seventh business day prior to the General Meeting.
3. If the shareholder wishes to exercise his/her rights as a shareholder, the securities account manager shall issue a certificate of ownership of the share. The certificate of ownership shall contain the name of the issuer and the type of share, the number of shares, the name and signature of the securities account manager, the name (company name) and the domicile (registered office) of the shareholder. The certificate of ownership issued for the exercise of the right to participate in the General Meeting shall be valid until the date of the General Meeting or the date of the repeated General Meeting. After the issue of the ownership certificate, the securities account manager may only transfer changes to the share in the securities account if the ownership certificate is simultaneously revoked.
4. In the case of ownership identification, no certificate of ownership is required, in which case the shareholder must announce his/her intention to attend the General Meeting in writing by providing his/her name/company name, address/registered office and telephone number or e-mail address, at least by 12 noon on the second working day prior to the General Meeting. In the case of an ownership identification, in the exceptional case where the shareholder (proxy holder, in the case of jointly owned shares the joint representative) is not listed as a shareholder on the ownership identification issued by KELER Zrt., but is a shareholder on the basis of the ownership certificate issued by his/her securities account manager on the record day set in 7.4.4, may request to be entered in the share register on the basis of the ownership certificate issued for the record date up to the number of shares specified therein, no later than 6 p.m. on the second business day prior to the General Meeting.
5. The deadline for the submission of ownership certificates and the closing date of the share register is 6 p.m. on the second business day preceding the day on which the General Meeting begins. The shareholder will be entered in the share register with the date of registration.
6. The Company shall not be liable for the consequences of the omissions of the securities account holders.

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7.4.6. A shareholder may exercise his/her rights to the share in person or by proxy. The proxy must be submitted to the Company in the form of a notarial deed or a private document with full probative value, either in person or by registered post with acknowledgement of receipt, received by the Company no later than 6 p.m. on the second working day preceding the General Meeting. If the proxy is not in due form or content or is late, the proxy will not be entitled to vote or exercise any other rights at the General Meeting. A proxy may be valid for one General Meeting and shall be valid for a General Meeting resumed because of a lack of quorum and for the continuation of a suspended General Meeting. The revocation of a proxy shall be effective against the Company only if it has been submitted to the Board of Directors before the opening of the General Meeting or, if the proxy relates to voting on a specific agenda, before the start of the discussion of that agenda. The provisions applicable to the granting of a proxy shall apply to the revocation of a proxy.

7.5. Exercise of rights attached to the share, decision-making

1. The Company shall hold the General Meeting at the place and time announced in the invitation to the General Meeting, shall draw up an attendance record of the shareholders or their representatives present at the General Meeting, and shall draw up minutes of the proceedings of the General Meeting in the manner and with the content prescribed by law. The Board of Directors may invite any person to attend the General Meeting of the Company and may grant him the right to express his/her opinion or to make comments if it considers that the presence and opinion of such person will help to inform shareholders or to make decisions at the General Meeting.
2. Registration of shareholders or their proxies attending the General Meeting shall begin two hours prior to the time of the beginning of the General Meeting.
3. The meetings of the supreme body shall be chaired by the Chairman of the Board of Directors, or in his/her absence by the Vice-Chairman of the Board of Directors.
   The Chairman of the General Meeting shall
   - establish the quorum of the General Meeting on the basis of the attendance list, and in the case of the lack of quorum, shall decide on the necessity of a repeated General Meeting,
   - appoint the keeper of the minutes and propose the shareholder representatives to be elected as the verifier of the minutes and tellers,
   - conduct the deliberations in accordance with the agenda,
   - order the vote, establish and announce the result and the decision of the General Meeting.
4. Each share entitles the holder to one vote, i.e. for every HUF 100,- of nominal value of a share, the shareholder is entitled to one vote.
5. The General Meeting takes its decisions by open vote,

1. by presenting or casting voting cards,
2. by show of hands,
3. by computerised vote counting,
4. by any other specified means.

The method of voting at the General Meeting shall be decided by the General Meeting on a proposal from the Board of Directors. If the vote is cast by casting or presenting a voting card, the certificated shareholder shall receive a voting card indicating the number of shares and the voting rights exercisable on the basis thereof, the company name, the type of share, the name of the shareholder, the date of the General Meeting and a box clearly indicating "yes", "no" or "abstention".

7.5.6. The General Meeting shall elect tellers to conduct the voting on the proposal of the President of the General Meeting, who shall report on the results of the voting, which shall be presented by the President to the General Meeting.

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During the vote, all the proposed amendments and the original proposal for a decision shall be put to the vote. The Meeting shall first vote on the amendments in the order in which they are tabled, and then the original proposal for a decision shall be put to the vote.

If the vote is taken by voting cards, a vote cast by a voting card which is not clearly completed shall be considered invalid. An abstention shall be counted as a vote cast. Only 'yes' votes shall be taken into account for the purposes of voting on a proposal for a decision. A secret vote shall be ordered on any question at the proposal of shareholders representing at least one-tenth of the share capital.

7.5.7. The General Meeting shall adopt resolutions by a simple majority of the votes cast, unless a higher proportion of votes is required by law or by the Articles of Association or the Stock Exchange Rules and Regulations binding on the operation of the Company.

VIII. The Board of Directors

1. The Board of Directors is the executive body of the Company. The Board of Directors, as a body implementing a unified management system, shall perform the functions of the Board of Directors and the Supervisory Board as defined in the Civil Code.
2. The Board of Directors shall consist of five members. The majority of the members of the Board of Directors shall be independent persons. The members of the Board of Directors shall be considered senior executives. The members of the Board of Directors shall hold office either by delegation or employment, as agreed with the Company.
3. The Board of Directors shall elect a Chairman and a Vice-Chairman from among its members. The Board of Directors shall draw up and adopt its own rules of procedure. The Board of Directors shall have the power to decide on all matters which do not fall within the exclusive competence of the General Meeting or which are referred to the Board of Directors by law or by the Articles of Association.
   The detailed powers of the Board of Directors are set out in the rules of procedure of the Board of Directors.
4. The members of the Board of Directors for a fixed term from 1 May 2023 to 30 April 2024 are:

Non-independent board members:

Balázs Ács (mother's name: Elvira Kovács, residing at 2 Újlaki u., 8000 Székesfehérvár)

Dávid Tibor (mother's name: Erika Seres, residing at 12 Pöstyéni u., 8000 Székesfehérvár)

Independent members of the Board of Directors:

Margaret Elizabeth Dezse (mother's name: Ilona Farkas; address: 1093 Budapest, Csarnok tér 3-4. 4. floor 2.a.)

Dirk Theuns (mother's name: Lea Heestermans; address: Kleine Horendonk 9. 2910 Essen, Belgium)

Bálint Fazekas (mother's name: Henriett Kiss; address: 8200 Veszprém, Veszprémvölgyi utca 82.)

1. The operational management of the Company shall be carried out by the Chief Executive Officer, who shall be elected by the Board of Directors and is in employment. The rights of employer over the employees of the Company shall be exercised by the Chief Executive Officer, and the rights of employer over the Chairman of the Board of Directors, the Vice-Chairman of the Board of Directors, except for their election and recall, and the Chief Executive Officer shall be exercised by the Board of Directors. The Chief Executive Officer shall be entitled to appoint a Deputy Chief Executive Officer(s).
2. Non-independentmembers of the Board of Directors may, in addition to acquiring shares in the public limited company, acquire shares in other entities having the same main activity as the Company, and may hold executive positions in other companies or cooperatives having the same main activity as the Company, if approved by the General Meeting of Shareholders, or if MASTERPLAST Nyilvánosan Működő Részvénytársaság is a member of the entity.

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