Waberer International : Invitation to Extraordinary General Meeting

INVESTOR RELEASE

Invitation to Extraordinary General Meeting

Budapest, July 30, 2021 - This is to announce that the Board of Directors of WABERER'S INTERNATIONAL Nyilvánosan Működő Részvénytársaság (registered seat: H-1239 Budapest, Nagykőrösi út 351.; hereinafter WABERER'S INTERNATIONAL Nyrt. or the Company) convenes an Extraordinary General Meeting for 11 a.m. on 31 August 2021.

Method and Venue of the General Meeting: with the presence of the shareholders (either through a representative) at Library and Information Centre of the Hungarian Academy of Sciences Conference Room at 1051 Budapest, Arany János street 1.

In case of attending the General Meeting in person, we ask all participants to comply fully with the protective measures applicable to the event.

Registration: at the venue of the General Meeting, from 9:45 a.m. until 10:45 a.m. on 31 August 2021.

Publication of the present invitation is based on Section 9. § (6) of the government decree nr. 502/2020 (16. XI.) on the reintroduction of the different provisions for the operation of personal and property merging organizations in the event of emergency (hereinafter: Government Decree), which was modified with the government decree nr. 289/2021. (31. V.). In the epidemiology emergency situation caused by COVID19 the Board of Directors of the Company adopted the resolutions in competence of the Annual General Meeting on 19 April 2021 in compliance with the Government Decree.

As previously announced by the Company, HIGH YIELD Zrt., as a shareholder controlling at least 1 % of the voting rights in the Company, pursuant to Section 9 (6) of the Government Decree initiated the convening of the General Meeting for the purpose of approval of all resolutions related to agenda items 7-9 (members of the Board of Directors, Supervisory Board and Audit Committee) of the invitation published on 26 March 2021 and adopted by the members of the former Board of Directors on 19 April 2021 in competence of the General Meeting, with regard to the agreement concluded between the former members

of the Board of Directors and Trevelin Holding Zrt. (30.99% owner) and MHB Invest Zrt. (21% owner). HIGH YIELD Zrt. initiated the convening of the Extraordinary General Meeting at the Board of Directors as a shareholder registered in the Register of Shareholders on the date of the owner identification requested and carried out in connection with the adoption of the resolutions of the General Meeting of 19 April 2021.

The Board of Directors of the Company shall publish this invitation within 45 days of the receipt of the shareholder initiative delivered to the Board of Directors within the peremptory term, with the note that besides the agenda items relating to the resolutions to be confirmed ex post there shall be additional agenda items on the agenda of the Extraordinary General Meeting.

Items on the Agenda of the Annual General Meeting:

1. Amendment of Section 4, 5, 6, 8 and 15 of the Company's Articles of Association and approval of the amended, consolidated text of the Articles of Association of the Company
2. Removal / acceptance of resignation of the members of the Board of Directors, election and decision on the remuneration and conflict of interest issues of the members of the Board of Directors
3. Removal / acceptance of resignation of the members of the Supervisory Board, election and decision on the remuneration of the members of the Supervisory Board
4. Removal / acceptance of resignation of the members of the Audit Committee, election and decision on the remuneration of the members of the Audit Committee
5. Other items

Shareholders controlling at least 1% of voting rights in the Company shall have the right to notify the Board of Directors about a proposal regarding additions to the agenda in accordance with the provisions on setting the items of the agenda, or a draft resolution concerning any item already on the agenda or to be put on the agenda within eight (8) days from the publication of the notice on the convening of the General Meeting. The Board of Directors shall publish a communication on the supplemented agenda and the draft resolutions submitted by the shareholders upon being notified of the proposal. The issues indicated in the notice shall be deemed to have been put on the agenda.

On the General Meeting each share with a face value of EUR 0.35 grants the right for 1 (one) vote.

In order to participate and vote on the General Meeting the shareholder or the nominee shall be registered in the Register of Shareholders by no later than on the second business day preceding the date of commencement of the General Meeting. For establishing the Register of Shareholders of the General Meeting the Company will request the owner identification of ordinary shares without blocking from KELER Központi Értéktár Zártkörűen Működő Részvénytársaság (hereinafter KELER Zrt.), with respect to shares issued by the Company. Based on the shareholders' instructions registration of shareholders in the Register of Shareholders shall be ensured by the shareholders' securities account managers who shall forward the shareholders' data to KELER Zrt. the keeper of the Register of Shareholders. The Company shall not be responsible for the consequences of any failure on behalf of securities account manager.

The record date of the owner identification is 24 August 2021. Where the identification procedure is requested by the Company, the keeper of the Register of Shareholders shall delete all data contained in the Register of Shareholders at the time of the identification procedure, and shall simultaneously enter the data obtained upon the identification procedure into the Register of Shareholders. The names of shareholders and nominees shall be registered in the Register of Shareholders by the keeper of the Register (KELER Zrt.) based on the result of the owner identification and the Register of Shareholders be closed on 27 August 2021.

Shareholders whose names are registered in the Register of Shareholders may exercise shareholder's rights at the General Meeting either in person or through a duly authorized representative or by a nominee. Shareholders and authorised representatives are obliged to identify themselves during the registration of the General Meeting with their identity card or passport whereas their shareholder status is certified through being registered in the Register of Shareholders. Share owners who certify their share ownership prior to the General Meeting, during registration by way of a securities account statement issued to the name of the person, but are not registered in the Register of Shareholders, may participate at the General Meeting, but may not exercise shareholders' rights.

Should a shareholder be represented by an authorized proxy, the authorization for representation shall be prepared in the form of a notarial deed or a private deed of full evidentiary force taking into account any international agreement or reciprocity between Hungary (the Hungarian State) and the country where the document was issued. The authorization for representation shall be submitted to the Secretariat of the Board of WABERER'S INTERNATIONAL Nyrt. (Budapest, Distr. XXIII., Nagykőrösi út 351., 2nd floor) until 27 August 2021 or on the day and at the venue of the General Meeting. A sample power of

attorney prepared in accordance with the law in effect and accepted by the Company is published on the website (www.waberers.com) of the Company.

If the power of attorney is prepared in any language other than Hungarian or English a certified Hungarian translation thereof shall be attached. In case of shareholders other than natural persons, the power of representation of the persons signing the power of attorney or representing the shareholder at the General Meeting shall be certified by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation which may not be older than 30 days) or by a public notary. The notary deed shall undoubtedly verify the existence of the Principal and the authorization of the signatories of the proxy.

Securities account managers, registered in the Register of Shareholders and acting as nominees may act on behalf of the shareholder pursuant to Act CXX of 2001 (Act on Capital Markets). Where a shareholder is represented by more than one representative, and if these representatives are contradicted in their votes or statements, all such votes and statements shall be considered null and void.

Registration will take place from 9:45 a.m. until 10:45 a.m. on the day of the General Meeting.

We would like to draw our shareholders' attention for the importance of the timely arrival at the registration. In the interest of a successful registration we also request our shareholders to bring along all the necessary documents to verify their identity and verify their representation rights. During the registration the Company will check the personal identity of the shareholders by comparing it with the data contained in the Register of Shareholders.

The General Meeting shall have a quorum if it was convened in accordance with the relevant rules and regulations, and if the shareholders representing more than 40% of the votes are present. Should the General Meeting have no quorum, the date of the reconvened General Meeting shall be on 14 September 2021 11 a. m., at Library and Information Centre of the Hungarian Academy of Sciences Conference Room (1051 Budapest, Arany János str.

1. 2nd floor). The reconvened General Meeting shall have a quorum for the issues of the original agenda irrespective of the voting rights represented by those present. The General Meeting adopts its resolutions by a simple majority of the votes considered upon the establishment of a quorum, except for the matters indicated by the law and specified in Paragraphs (a)-(d) of Section 5.9.1. of the Articles of Association, in respect of which the General Meeting adopts its resolutions by at least three-quarters majority of the votes.

The Board of Directors shall publish on the website (www.waberers.com) of the Company at least twenty-one days prior to the General Meeting the original and full content of the proposals relating to the items on the agenda and the related reports of the Supervisory Board and the draft resolutions. Public general meeting materials are to be sent by way of electronic means to the shareholders who specifically requested it from the Board of Directors.

We draw your attention to the opportunity to indicate your intention to participate at the General Meeting in advance at the e-mail address [e-mail]. Please take the opportunity and write to us before the General Meeting takes place.

This announcement is published in Hungarian and English. The Hungarian version shall prevail in case of any discrepancy between the two versions.

Budapest, 30 July 2021

the Board of Directors of WABERER'S INTERNATIONAL Nyrt.

WABERER'S INTERNATIONAL Nyrt.