Rába Jármûipari : Submissions to RÁBA Automotive Holding Plc’s Extraordinary General Meeting to be held on November 9, 2023

SUBMISSIONS

TO RÁBA AUTOMOTIVE HOLDING PLC.'S

EXTRAORDINARY GENERAL MEETING

TO BE HELD ON NOVEMBER 9, 2023

Győr, October 19, 2023

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

Court of Registration: Győr Court of Justice as Court of Registration  Registration number: 08-10-001532 EU VAT number: HU11120133

	Table of Contents
Notice of Annual General Meeting with the supplements of agenda	3
1.	Approval of property sale	5
2.	Election of the Auditor and setting its remuneration	14
3.	Refurbishment of the plant hall of 67,000 sqm in Győr	17
4	Miscellaneous	20
Number of voting rights at RÁBA Automotive Holding Plc. on October 9, 2023	21

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Notice of Extraordinary General Meeting of RÁBA Plc .

The Board of Directors of RÁBA Automotive Holding P lc. ("RÁBA Plc. or "Company", Seat of the Company: 9027 Győr, Martin u. 1., registration number: 08-110-001532)herewith informs the Company's shareholders that the Company holds an extraordinary general meeting ("General Meeting") on November 9, 2023.

Date of the General Meeting:	November 9, 2023, at 10 a.m.
Venue of the General Meeting:	ETO Park Hotel, H-9027 Győr, Nagysándor József u. 31.
Method of holding of the General Meeting: personal attendance
COAF identifier of the General Meeting:	HU20231009012498

A G E N D A O F T H E G E N E R AL M E E T I N G

1. Approval of property sale
2. Election of the Auditor and setting its remuneration
3. Refurbishment of the plant hall of 67,000 sqm in Győr
4. Miscellaneous

METHOD OF HOLDING OF THE GENERAL MEETING

The General Meeting shall be held by way of physical presence of the shareholders.

Only the shareholders, their corporate or authorized representatives or proxies, the Company's executives, employees and the organizers of the General Meeting may participate in the General Meeting as a non-public event. Shareholders are kindly requested to arrive unaccompanied.

S U B M I S S I O N S AN D D R AF T R E S O L U T I O N S T O T H E G E N E R AL M E E T I N G

The submissions and draft resolutions relating to the Items on the Agenda of the General Meeting, will be published in separate notice by the Board of Directors until October 19, 2023 on the website of BSE (www.bet.hu), on the website of Hungarian National Bank (www.mnb.hu), and on the website of the Company (www.raba.hu).

Subject to presentation of a certificate of their voting rights and indication of the reason for their request, the shareholders representing at least one per cent of the votes, may request the Board of Directors, in writing and in accordance with the statutory requirements to detail the agenda items, to put any item on agenda of the General Meeting, and such shareholders may also submit draft resolutions regarding the items on agenda, within 8 days following the publication of this Notice of General Meeting.

E X E R C I S I N G T H E S H A R E H O L D E R ' S R I G H T S

Pursuant to the Articles of Association those shareholders or shareholder's proxies are entitled to exercise the shareholder's rights regarding the General Meeting whose names are entered at the closing date in the Register of Shareholders, prepared on the basis of the identification of shareholders initiated by the Company.

The record date of identification of shareholders is: November 2, 2023

The closing date of Register of Shareholder is: November 7, 2023 at 6 p.m.

The financial institutions keeping the securities account shall arrange for the entering of the shareholders into the Company's Register of Shareholders kept by KELER Zrt, on the basis of the share- holder's instructions. RÁBA Plc. can not assume lia bility for the shareholders' registration.

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The shareholders are requested to check, until the second working day before the closing date of the Register of Shareholders, the latest, at the financial institution keeping their securities account that the arrangements are made in favour of their registration into the Register of Shareholders.

Shareholders may participate in the General Meeting in person, or through their corporate or authorized representatives or proxies.

The shareholders should prove their personal identity by presenting their certificates for identifica- tion. The shareholders' organizational or corporate identity and their right of representation should be verified by an authentic document, which certifies the registration and the data in force of the organization or the corporation and their representatives (e.g. certificate of incorporation). In case of a foreign shareholder, the provisions regarding the requirements of documents of foreign origin shall be applied, with regard to the relevant provisions of the international convention being in effect between Hungary and the country of the place of issue of such foreign documents, or the international reciprocity as well. If the documents are not issued in the Hungarian or English language, the shareholders should attach the Hungarian or the English translation.

For the purpose of registration, the shareholders are requested to arrive at the place of the General Meeting from 8.30 a.m, together with their documents necessary for the verification of their personal identity and/or corporate identity and their rights of representation.

Convocation of the Repeated General Meeting due to lack of quorum of General Meeting:

In the event that the General Meeting to be held on November 9, 2023 fails to have a quorum even 30 minutes after its scheduled time, the General Meeting repeated for lack of quorum shall be held at the same place and with the same agenda on November 9, 2023 at 11.00 a.m. The Register of Shareholders prepared on the basis of the identification of shareholders at the record date of No- vember 2, 2023 and closed on November 7, 2023 at 6 p.m. shall be valid for the General Meeting repeated for lack of quorum

In the event the General Meeting having quorum is suspended, the date of the continued General Meeting will be established parallel to the time of suspension and it will be officially published by RÁBA Plc. in a notice on the next working day after the suspended General Meeting at the latest.

Győr, October 9, 2023

Board of Directors of RÁBA Plc.

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ITEM 1 ON AGENDA OF GENERAL MEETING

APPROVAL OF PROPERTY SALE

1. PREAMBLE

In the early 2000s, in the course of its restructuring process, Rába Plc. decided to relocate its operational plant located near the city centre to its plant at Martin street 1, Győr, H-9027. After the decision the Raba group progressively moved to its current premises. In 2006, Rába Vehicle Ltd. was the last production unit to leave the area in the city centre. The emptied out buildings were demolished to the level of ground with the exception of one building which was classified as a historical monument.

The utilisation of the area was started by a resolution of the Board of Directors approved in December 2001. Thereafter the ECE project (Árkád) was accomp lished. Following the amendment of the Urban Development Plan of 2004, the Engel project was launched under the name of "Városrét". This project comprised the "Tulipán", the "Amarillisz" and the "Dália" buildings.

For several years, the entire area (Városrét) has a ppeared in Rába Plc's annually updated strategic plans as a property for sale. Neither the Company nor its Subsidiaries are utilising the area concerned by the sale; thus, the sale of the unit would not affect the operation of the Company group in any way.

For many years, Rába Plc.'s shareholders have been paying particular attention to issues related to investment properties. At every general meeting, the question of these properties had been raised, and shareholders had always urged to sell them.

In November 2019, from one of Europe's leading multinational trading companies, Rába Plc. received a definite purchase offer for an area classified as commercial zone of the real estate located in the city centre of Győr and called Városrét.

In April, 2023, Rába Plc had called for bids for th e public sale of the property registered under topographical lot No.: Győr 6390/5 forming a part of the 'Városrét real estate under the auction terms and conditions as defined in the submission to the General Meeting published on March 18, 2020 and according to the authorization granted by the resolution No. 5/2020.04.30 adopted in competence of General Meeting of RÁBA Plc. On April 24, 2023. The Company had signed the purchase and sale agreement with the winner of the auction.

On the 26th of September, 2023, the General Assembly of the City of Győr passed a resolution on the release of prohibition of change regarding the properties comprising the real estate Városrét.

Following the first sale deal, the sale of the remaining area of the real estate of Városrét of approx i- mately 36 acres in one piece does not seem to be an achievable goal. Therefore, Rába Plc has divided the area into parts in accordance with the prescriptions set forth by the regulations for the settlement planning being in force for the Városrét , and, the sale of the property defined under this agenda item of the General Meeting is aimed at as a first step. Now the approval by the General Meeting of this deal is requested.

In accordance with the Article 13 (m) of the Articles of Association of Rába Plc., consent to the conclusion of contracts beyond the ordinary business activities of the Company that results in the alienation of any property or transfer to a third party of the rights to own or dispose, equalling to or exceeding a value of HUF 400 million falls under the exclusive competence of the General Meeting.

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2. DESCRIPTION OF THE PROPERTY TO BE SOLD

At present the property to be sold forms an integral part of the real estate which is registered by the Land Office under topographical lot No.: Győr, urban area, 6394/44 and classified as an industrial plant with a total size of 305.778 m2, out of which the territory of the property to be sold shall be a total of approximately 109,170 sqm. The layout of the real estate is attached hereto as attachment No. 1.

The entire territory of the real estate under topographical lot No.: Győr, urban area, 6394/44 is en-

cumbered with an easement, i.e. a right of way to the real estate under topographical No.: Győr, urban area, 5752 which right is registered in the Land Registry. Theres is another burden of utility line easement on 630 sqm and on 1,146 sqm of the real estate in favour of E.On Észak-Dunántúli Áramhálózati Zrt.

There is no public utility on the territory of the property to be sold. The ground of the property to be sold is partially covered with concrete, the buildings were demolished to the level of ground, however, there is a rainwater pump station on the territory.

In accordance with the decision of the Board of Directors, the real estate of a total of sqm 305,778, under topographical lot No. 6394/44 is kept in the accountancy register among the IFRS investment properties at its cost of a total value of HUF 254 million. The present transaction affects about 36% of this area.

3. TERMS AND CONDITIONS OF THE SALE

In accordance with the Article 13 (m) of the Articles of association of Rába Plc., consent to the conclusion of contracts beyond the ordinary business activities of the Company that results in the alienation of any property or transfer to a third party of the rights to own or dispose, equalling to or exceeding a value of HUF 400 million falls under the exclusive competence of the General Meeting.

Property valuation

At the request of the Company, the property was appraised by an independent property valuator PricewaterhouseCoopers Magyarország Kft. (Annex 2):

Topographical lot number of the property:	6394/44
Size of plot as per property title deed:	sqm 305,778
The size of the property to be sold out of the total real estate:	approx. sqm 109,170
Closing day of the valuation:	September 13, 2023
Valuation methods used:	Market comparison method

The valuation was prepared by the valutor in accordance with the generally accepted valuation standards recommended by international property valuation organisations. The Recommendation of the National Bank of Hungary No. 18/2022 (XII.1) on "Management of the real estate-related risks of financial institutions" and the PM Decree No. 25/1997 (VIII.1) on "Methodological principles for determining the collateral value of real estate other than arable land", as multiply amended, have been taken into account.

Main parameters of the planned transaction

For the purpose of sale, the real estate under topographical lot No. 6394/44 shall be divided into parts under a site design standards process and the property to be sold shall become a separate real estate.

• The size of the property to be sold: cca. 109,170 sqm (the size shall be finalized by the sign design standards process)
• Net price per square meter: HUF/sqm 37,435
• Minimum net price: HUF 4,087,000,000

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Encumbrances

The entire territory of the real estate under topographical lot No.: Győr, urban area, 6394/44 is

encumbered with an easement, i.e. a right of way to the real estate under topographical No.: Győr, urban area, 5752 which right is registered in the Land Registry.

Theres is another burden of utility line easement on 630 sqm and on 1,146 sqm of the real estate in favour of E.On Észak-Dunántúli Áramhálózati Zrt. Th e encumbrances shall be conveyed to the separate real estate in accordance with the site design standards.

Duties

In connection with the sale of the separate property, Rába Plc. undertakes the following obliga- tions:

• Delivery of the property free and clear of all encumbrances and easement rights except for the above encumbrances and rights on the area. The buyer acknowledges these encum- brances and rights.

4. EFFECT OF THE PROPERTY SALE ON THE COMPANY

Strategic impact

The property to be sold is kept among the real estates for sale purposes and it is not necessary for the operation of the Company Group. The current function of the property is not among the Com- pany's core activities. After completion, the transaction will provide the Company with additional profit and cash for the investments supporting the objectives of Rába Modernization Programme 2025.

Financial impact:
Other revenue:	HUF 4087 million
Book value (other expenses)	HUF 91 million
Cost of sale of tangible assets (EAR):	HUF 31 million
Other expected estimated costs:	HUF 25 million
Profit impact:	HUF 3940 million
C/F impact:	HUF 4031 million
5. PROPERTY SALE PROCESS
Sale by auction

The sale of the property having separate topographic number will be conducted through the EAR Electronic Auction System.

1. Depending on the decision of the General Meeting, the Company will enter into an agreement with MNV Zrt. for the implementation of the transaction via EAR
2. The Company will put the property up for auction in accordance with the terms and conditions of auction and at the price decided by the General Meeting.
3. Based on the authorisation granted by the General Meeting, the Company will sign a contract of sale with the highest bidder.

More information on the operation of the EAR system may be found in the Rules of use of EAR (https://e-arveres.mnv.hu/attachment/0/59189/Fel-haszn%C3%A1l%C3%A1si%20%C3%A9s%20Adatkezel%C3%A9si%20Szab%C3%A1lyzat.pdf).

Main elements of the auction

Put-upprice: net HUF 4,087,000,000 Ft (net HUF/sqm 37,435)

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Mode of sale, entitlement to enter into contract of sale:The highest bidder wins the right to enter into a contract for the purchase of the asset being auctioned on EAR.

Auction bond: net HUF 204,350,000 Ft (at least 5% of the gross reserve price)

Bid increment: HUF 10,000,000

Procedure to be followed in the event of a failed action

The auction is considered to have failed if no valid bids were submitted, or if the contract is not signed by the specified time limit, or if MNV Zrt (based on a decision by the Company) announces that the auction has failed for other reasons.

6. ANNEXES

Annex 1 Lay-out of the property to be sold

Annex 2 Report on property valuation

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Report

On the valuation of designated parts of the real estate owned by Rába Automotive Holding Plc., located at Budai út 1., 9027 Győr, (Topographical No. 6394/44)

11 October 2023

Report | Valuation of the property at 9027 Győr Budai út 1