Rába Jármûipari : Resolutions of RÁBA Plc’s Annual General Meeting on April 13, 2022

Resolutions of RÁBA Plc's Annual General Meeting held on April 13, 2022

RÁBA Plc. informs its shareholders that the General Meeting convoked for April 13, 2022 had quorum with the participation of 81.672 per cent of the shareholders of voting shares. The General Meeting took place according to the previously announced agenda. The General Meeting passed the following resolutions:

Resolution 1/2022.04.13 of the GM

The General Meeting approves the report of the Board of Directors on the Company's business operations in the financial year 2021 as set forth in the proposal.

Total number of votes: 10,905,415, from which vote "yes" 10,475,719, vote "no" 402,186, "abstention" 23,100, "did not vote" 4,410, proportional number of votes: 96.060%; proportional number of votes compared to share capital: 77.751%

Resolution 2/2022.04.13 of the GM

Based on the figures in the reports on normal and consolidated annual financial statements drawn up as per the International Financial Reporting Standards, on the review by the Supervisory Board and on the report of the auditor, the General Meeting approves the normal and consolidated state-ment of financial position of Rába Plc. for 2021 as set forth in the proposal and as follows:

A./ the report on normal annual financial statements drawn up as per the International Financial Reporting Standards, as at December 31, 2021, with a corresponding total of assets and liabilities of HUF 21,566,709 thousand and a total comprehensive profit for the year of HUF 348,331 thousand in the statement of financial position;

B./ the report on consolidated annual financial statements drawn up as per the International Financial Reporting Standards, as at December 31, 2021, with a corresponding total of assets and liabilities of HUF 45,156,391 thousand and a total comprehensive profit for the year of HUF 1,283,188 thou-sand in the statement of financial position.

Total number of votes: 10,905,415, from which vote "yes" 10,475,719, vote "no" 429,696, "abstention" 0, "did not vote" 0, proportional number of votes: 96.060%; proportional number of votes compared to share capital: 77.751%

Resolution 3/2022.04.13. of the GM

Based on the proposal of the Board of Directors, considering the opinion of the Supervisory Board, the General Meeting resolves that the Company does not pay dividend, and places the profit after taxation into profit reserves.

Total number of votes: 10,905,415, from which vote "yes" 10,475,719, vote "no" 406,596, "abstention" 0, "did not vote" 23,100, proportional number of votes: 96.060%; proportional number of votes compared to share capital: 77.751%

Resolution 4/2022.04.13. of the GM

With regard to the preliminary approval by the Supervisory Board, the General Meeting approves the Corporate Governance Report as per the proposal.

Total number of votes: 10,905,415, from which vote "yes" 10,475,719, vote "no" 425,286, "abstention" 4,410, "did not vote" 0, proportional number of votes: 96.060%; proportional number of votes compared to share capital: 77.751%

Resolution 5/2022.04.13. of the GM

The General Meeting resolves not to accept the draft resolution of the shareholder motion: " The General Meeting resolves that the Board of Directors of the Company is required to inform forthwith the Company's Shareholders of the events, the present status and the expected outcome of the purchase offer for a particular part of the real estate Városrét, which offer was announced by the Company on December 4, 2019. The Board of Directors is also required to provide information about the circumstances which may hinder the execution of the sale and purchase agreement and as well

Seat: H-9027 Győr, Martin u. 1.  Postal address: H- 9002 Győr, POB 50  Telephone: [phone]  E-mail:[e-mail]  www.raba.hu

Court of Registration: Győr Court of Justice as Court of Registration  Registration number: Cg.08-10-001532

as the arrangements that have been made so far to resolve the issue and any arrangements which are planned to be made in the future."

Total number of votes: 10,905,415, from which vote "yes" 889,586, vote "no" 7,321,140, "abstention" 2,694,689, "did not vote" 0, proportional number of vote "no": 67.133%; proportional number of vote "no" compared to share capital: 54.338%

Resolution 6/2022.04.13. of the GM

The General Meeting resolves not to accept the draft resolution of the shareholder motion: " The General Meeting resolves that the Board of Directors of the Company is required to inform forthwith the Company's Shareholders of the entire content of valuation(s) serving as a base for the valua-tion(s) of the investment properties announced in the annual financial statements drawn up for the year of 2021."

Total number of votes: 10,905,415, from which vote "yes" 889,586, vote "no" 7,321,140, "abstention" 2,694,689, "did not vote" 0, proportional number of vote "no": 67.133%; proportional number of vote "no" compared to share capital: 54.338%

Resolution 7/2022.04.13. of the GM

The General Meeting approves the Remuneration report as per the proposal.

Total number of votes: 10,905,415, from which vote "yes" 10,480,129, vote "no" 329,072, "abstention" 96,214, "did not vote" 0, proportional number of votes: 96.100%; proportional number of votes compared to share capital: 77.784%

Resolution 8/2022.04.13. of the GM

The General Meeting elects Mr. István Lepsényi as a Member of the Supervisory Board and the Audit Committee for the definite period as of May 1, 2022 until April 30, 2027. The remuneration for this membership will be set according to the GM resolution 1/2021.09.30 of Rába Plc. There is no extra remuneration for the membership in the Audit Committee.

Total number of votes: 10,905,415, from which vote "yes" 10,894,983, vote "no" 10,432, "abstention" 0, "did not vote" 0, proportional number of votes: 99.904%; proportional number of votes compared to share capital: 80.863%

Resolution 9/2022.04.13. of the GM

The General Meeting elects Mr. dr. Sándor József Szabó as a member of the Supervisory Board and the Audit Committee for the definite period as of May 1, 2022 until April 30, 2027. The remuner-ation for this membership will be set according to the GM resolution 1/2021.09.30 of Rába Plc. There is no extra remuneration for the membership in the Audit Committee.

Total number of votes: 10,905,415, from which vote "yes" 10,802,769, vote "no" 102,646, "abstention" 0, "did not vote" 0, proportional number of votes: 99.059%; proportional number of votes compared to share capital: 80.178%

Resolution 10/2022.04.13. of the GM

The General Meeting elects Mr. dr. Zsolt Harmath as a member of the Supervisory Board and the Audit Committee for the definite period as of May 1, 2022 until April 30, 2027. The remuneration for this membership will be set according to the GM resolution 1/2021.09.30 of Rába Plc. There is no extra remuneration for the membership in the Audit Committee.

Total number of votes: 10,905,415, from which vote "yes" 10,802,769, vote "no" 102,646, "abstention" 0, "did not vote" 0, proportional number of votes: 99.059%; proportional number of votes compared to share capital: 80.178%

Resolution 11/2022.04.13. of the GM

Of the Supervisory Board members the General Meeting elects Mr. István Lepsényi as the Chairman of the Supervisory Board. The remuneration will be set according to the GM resolution 1/2021.09.30 of Rába Plc.

Total number of votes: 10,905,415, from which vote "yes" 10,903,393, vote "no" 2,022, "abstention" 0, "did not vote" 0, proportional number of votes: 99.981%; proportional number of votes compared to share capital: 80.925%

Resolution 12/2022.04.13. of the GM

The General Meeting resolves not to accept the draft resolution of the shareholder motion: "The General Meeting authorises the Board of Directors to acquire 216,155 pieces of treasury shares, which are registered ordinary shares with a face value of HUF 1,000 each, within stock exchange transac-tions from the Company's assets above the registered capital in accordance with the provisions of 3:222 and 3:223 § of Act V of 2013 on the Civil Code, for the purpose of share price maintenance and/or in order to provide the number of shares necessary to implement the Company's strategic ob-jectives. Treasury shares can be acquired within 18 months of the date when this resolution is adopted. The minimum purchase price payable for the treasury shares is the average stock-exchange price weighted with the turnover of the five trading days preceding the date of the acquisition -10%, whereas the maximum purchase price payable for the shares is the average stock-exchange price weighted with the turnover of the five trading days preceding the date of the acquisition +10%."

Total number of votes: 10,905,415, from which vote "yes" 793,372, vote "no" 10,015,829, "abstention" 96,214, "did not vote" 0, proportional number of vote "no": 91.843%; proportional number of vote "no" compared to share capital: 74.338%

Resolution 13/2022.04.13. of the GM

The General Meeting resolves not to accept the draft resolution of the shareholder motion: "The General Meeting authorises the Board of Directors to acquire 1,700,000 pieces of treasury shares, which are registered ordinary shares with a face value of HUF 1,000 each, within stock exchange transactions from the Company's assets above the registered capital in accordance with the provisions of 3:222 and 3:223 § of Act V of 2013 on the Civil Code, for the purpose of share price maintenance and/or in order to provide the number of shares necessary to implement the Company's strategic ob-jectives. Treasury shares can be acquired within 18 months of the date when this resolution is adopted. The minimum purchase price payable for the treasury shares is the average stock-exchange price weighted with the turnover of the five trading days preceding the date of the acquisition -10%, whereas the maximum purchase price payable for the shares is the average stock-exchange price weighted with the turnover of the five trading days preceding the date of the acquisition +10%."

Total number of votes: 10,905,415, from which vote "yes" 864,464, vote "no" 7,323,162, "abstention" 2,717,789, "did not vote" 0, proportional number of vote "no": 67.152%; proportional number of vote "no" compared to share capital: 54.353%

Resolution 14/2022.04.13. of the GM

The General Meeting resolves not to accept the draft resolution of the shareholder motion: "The General Meeting requests the Board of Directors of the Company to make a proposal (by the time the upcoming general meeting is set, the latest) in accordance with the current dividend policy, for the distribution among the shareholders, as dividend, of the proceeds resulting from the sale of the real estate lot Városrét to be sold."

Total number of votes: 10,905,415, from which vote "yes" 889,586, vote "no" 10,015,829, "abstention" 0, "did not vote" 0, proportional number of vote "no": 91.843%; proportional number of vote "no" compared to share capital: 74.338%

Győr, April 13, 2022

Board of Directors of RÁBA Plc.