Rába Jármûipari : Shareholder's submission to the General Meeting

Shareholder's submission to RÁBA Automotive Holding Plc's Extraordinary General Meeting to be held on December 3, 2020

RÁBA Automotive Holding Plc. herewith publishes the submissions that it received on November 11, 2020 for publication purposes from MNV Zrt that is the initiator of convocation of extraordinary general meeting to be held on December 3, 2020 as follows.

1. Recall, election of the Chairman and Member/Members of the Board of Directors and setting the remuneration

The General Meeting recalls Mr. István Pintér, the Member and the Chairman of the Board of Directors and also Mr. György Péter Wáberer, Roland Seb ők, dr. Tamás I. Tóth, Dr. András Ákos Toper- czer, the Members of the Board of Directors, from the Board of Directors as of December 3, 2020.

If a Member of the Board of Directors resigns from his position as a Member of the Board of Directors before the General Meeting or as of the day of the General Meeting, the draft resolution relating to him personally will be not submitted.

The General Meeting elects

• Mr. Béla Hetzmann as the Chairman and Member of the Board of Directors
• Ms. Éva Lang-Péli, dr. Nóra Csüllög, Mr. Csaba Majoros, Mr. Dániel Emánual Mráz as a Member of the Board of Directors

for a definite period as of December 4, 2020 until May 19, 2021.

The General Meeting resolves to set the remuneration of the Chairman and Members of the Board of Directors according to the Resolution 9/2020.09.10 of the GM of RÁBA Plc.

2. Recall, election of the Chairman and Member/Members of the Supervisory Board and that of the Audit Committee and setting the remuneration

The General Meeting recalls dr. Zoltán Lajos Paffér i, the Member and Chairman of the Supervisory Board and the Member of the Audit Committee and also dr. Tünde Kanta, the Member of the Supervisory Board and Audit Committee, from the Supervisory Board and Audit Committee as of Decem- ber 3, 2020.

If a Member of the Supervisory Board resigns from his/her position as a Member of the Supervisory Board before the General Meeting or as of the day of the General Meeting, the draft resolution relating to him/her personally will be not submitted.

The General Meeting elects Mr. István Lepsényi as t he Chairman of the Supervisory Board and a Member of the Audit Committee for a definite period as of December 4, 2020 until April 30, 2020.

The General Meeting elects dr. Sándor József Szabó as a Member of the Supervisory Board and the Audit Committee for a definite period as of December 4, 2020 until April 30, 2020.

The General Meeting resolves to set the remuneration of the Chairman and Members of the Supervisory Board according to the Resolution 13/2020.09.10 of the GM of RÁBA Plc. If the Chairman of the Supervisory Board and the Chairman of the Audit Committee are different persons, the remuneration of the Chairman of the Audit Committee shall be the same as that of the Chairman of the Supervisory Board.

The General Meeting resolves that the Member of the Supervisory Board shall have no extra remuneration for his membership in the Audit Committee, including if the Chairman of the Supervisory Board and the Chairman of the Audit Committee are different persons.

Seat: H-9027 Győr, Martin út 1. Postal address: H- 9002 Győr, POB 50 Telephone: [phone] Fax: [phone]

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

E-mail: [e-mail] www.raba.hu

3. Amendment of the Articles of Association

The General Meeting amends the Company's Articles of Association as follows and requests the Chief Executive Officer of the Company to take care of incorporating the amendments into a consolidated form of Articles of Association and filing the same with the Court of Registration

Present wording	Amendment of the Articles of Association
21.1. The Board of Directors is the executive	21.1. The Board of Directors is the executive
organ of the Company. The Board of Directors	organ of the Company. The Board of Directors
shall	shall
…	…
(y) appoints the Chief Executive Officer, and, in	(y) appoints the Chief Executive Officer, and, in
relation to the Chief Executive Officer, i.e.	relation to the Chief Executive Officer, i.e.
the Chief as per the Section (1) of the Para-	the Chief as per the Section (1) of the Para-
graph 208 of the Labour Code, provided that	graph 208 of the Labour Code, provided that
the Chief is an employee of the Company,	the Chief is an employee of the Company,
and the Chief's No. 1. deputy (deputies) as	and the Chief's No. 1. deputy (deputies) as
per Section (1) of Paragraph 208 of the La-	per Section (1) of Paragraph 208 of the La-
bour Code, exercise fundamental em-	bour Code, and the employee(s) under
ployer's rights (establishing, terminating	the Section (2) of Paragraph 208, exercise
employment relations, amendment of em-	fundamental employer's rights (establish-
ployment contracts, establishment of remu-	ing, terminating	employment	relations,
neration, severance pay), establishes the	amendment of employment contracts, es-
performance requirements and the related	tablishment of	remuneration,	severance
benefits (performance-based wages or	pay), establishes the performance require-
other benefits).	ments and the related benefits (perfor-
	mance-based wages or other benefits).
…	…
(dd)	(dd)
…	…
(21) ordering the supervision of the subsidi-	(21) ordering the supervision of the subsidi-
aries' financial statement, management,	aries' financial statement, management,
and conduct of business by an auditor;	and conduct of business by an auditor or
	by other (e.g. financial, economic, le-
	gal) expert;
22.2. The Chief Executive Officer's sphere of	22.2. The Chief Executive Officer's sphere of
competence encompasses all matters and de-	competence encompasses all matters and de-
cisions related to the work of the Company not	cisions related to the work of the Company not
under the exclusive competence of the General	under the exclusive competence of the General
Meeting of Shareholders or of the Board of Di-	Meeting of Shareholders or of the Board of Di-
rectors, or those not drawn to their own compe-	rectors, or those not drawn to their own compe-
tence by the General Meeting of Shareholders	tence by the General Meeting of Shareholders
or by the Board of Directors.	or by the Board of Directors.
Authorization of the Chief Executive Officer of	Authorization of the Chief Executive Officer
the Company to determine the performance re-	of the Company to determine the perfor-
quirements and the related performance based	mance requirements and the related perfor-
wages, or other benefits for the employees sub-	mance based wages, or other benefits for
ject to the provisions of Section (1) of Paragraph	the employees subject to the provisions of
208 of the Labour Code.	Section (1) of Paragraph 208 of the Labour
With the exception of those under Section 21.1.	Code.
	With the exception of those under Section 21.1.

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(y), pursuant to authorization under the § 207	(y), pursuant to authorization under the § 207
(5) of the Labour Code, the Chief Executive Of-	(5) of the Labour Code, the Chief Executive Of-
ficer exercises basic employer's rights in rela-	ficer exercises basic employer's rights in rela-
tion to the employees of the Company. Other	tion to the employees of the Company. Other
employer's rights (including especially vacation	employer's rights (including especially vacation
and foreign visit permits, etc.) can be trans-	and foreign visit permits, etc.) can be trans-
ferred by the Chief Executive Officer to other	ferred by the Chief Executive Officer to other
employees of the Company within the frame-	employees of the Company within the frame-
work of the Company's Organisational and Op-	work of the Company's Organisational and Op-
erating Rules.	erating Rules.
27. The following persons are entitled to sign	27. The following persons are entitled to sign
on the Company's behalf	on the Company's behalf
(a) the Chief Executive Officer Board member	(a) the Chief Executive Officer alone;
	alone;	(b)	the Chairman of the Board of Directors
(b) two members of the Board of Directors		alone;
	jointly;	(c) aside from the Chairman of the Board of
(c)	any member of the Board of Directors to-		Directors and the Chief Executive Of-
	gether with the employee authorised to sign		ficer Board Member provided that the
	on the Company's behalf;		Chief Executive Officer is the Member of
(d)	two employees of the Company authorised		the Board of Directors, two other Mem-
	by the Board of Directors for certain matters		bers of the Board of Directors jointly;
	jointly.	(d)	any Member of the Board of Directors
			according to (e) together with any em-
			ployees of the Company authorized to
			sign on the Company's behalf according
			to (e);
		(e)	two employees of the Company author-
			ized by the Board of Directors to sign on
			the Company's behalf on specific mat-
			ters jointly.
Győr, November 12, 2020
RÁBA Automotive Holding Plc.

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