Waberer International : Submission of Waberer's International Nyrt. Annual General Meeting

SUBMISSION OF WABERER'S INTERNATIONAL NYILVÁNOSAN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG

ANNUAL GENERAL MEETING

Budapest, 18 April 2023

This document contains the submissions of the following agenda items for the Annual General Meeting:

• 1. Amendment of Section 4 and Section 9 of the Company's Articles of Association and adoption of the Company's consolidated Articles of Association with the amendments

• 2. Report of the Board of Directors on the management of WABERER'S INTERNATIONAL Nyrt., on the business operation, on the business policy and on the financial situation of the Company and WABERER'S Group in 2022

• 3. Approval of the 2022 Consolidated Financial Statements of the Company prepared in accordance with International Financial Reporting Standards (IFRS); presentation of the relevant report of the Supervisory Board and the Auditor

• 4. Approval of the 2022 Standalone Financial Statements of the Company prepared in accordance with International Financial Reporting Standards (IFRS) and on the proposal for the application of the result after tax and on the dividend received (due) from subsidiaries; presentation of the relevant report of the Supervisory Board and the Auditor

• 5. Approval of the Corporate Governance Report

• 6. Granting waiver from liability to the members of the Board of Directors

• 7. Presentation of the Board of Directors on the treasury shares acquired following the Annual General Meeting held on 8 April 2022; authorisation of the Board of Directors to acquire WABERER'S ordinary shares, issue options or other share related transactions

• 8. Election and decision on the remuneration of the members of the Board of Directors

• 9. Election and decision on the remuneration of the Supervisory Board members

• 10. Election and decision on the remuneration of the Audit Committee members

• 11. Advisory vote on the WABERER'S Group's revised, consolidated Remuneration Policy

• 12. Advisory vote on the WABERER'S Group Remuneration Report

TECHNICAL RESOLUTION PROPOSALS REQUIRING A DECISION

AGM Resolution …/2023. (IV. 18.)

The General Meeting agrees that the voting proceeding of the General Meeting shall be computerised voting.

AGM Resolution …/2023. (IV. 18.)

The General Meeting elects Timea Tóth dr. as Chairwoman of the General Meeting, Andrea Nyika dr. as Keeper of the Minutes, …. representing Trevelin Holding Zrt. as authenticator of the Minutes.

AGM Resolution …/2023. (IV. 18.)

The General Meeting approves the agenda of the Meeting as published on 17 March 2023, as follows:

• 1. Amendment of Section 4 and Section 9 of the Company's Articles of Association and adoption of the Company's consolidated Articles of Association with the amendments

• 2. Report of the Board of Directors on the management of WABERER'S INTERNATIONAL Nyrt., on the business operation, on the business policy and on the financial situation of the Company and WABERER'S Group in 2022

• 3. Approval of the 2022 Consolidated Financial Statements of the Company prepared in accordance with International Financial Reporting Standards (IFRS); presentation of the relevant report of the Supervisory Board and the Auditor

• 4. Approval of the 2022 Standalone Financial Statements of the Company prepared in accordance with International Financial Reporting Standards (IFRS) and on the proposal for the application of the result after tax and on the dividend received (due) from subsidiaries; presentation of the relevant report of the Supervisory Board and the Auditor

• 5. Approval of the Corporate Governance Report

• 6. Granting waiver from liability to the members of the Board of Directors

• 7. Presentation of the Board of Directors on the treasury shares acquired following the Annual General Meeting held on 8 April 2022; authorisation of the Board of Directors to acquire WABERER'S ordinary shares, issue options or other share related transactions

• 8. Election and decision on the remuneration of the members of the Board of Directors

• 9. Election and decision on the remuneration of the Supervisory Board members

• 10. Election and decision on the remuneration of the Audit Committee members

• 11. Advisory vote on the WABERER'S Group's revised, consolidated Remuneration Policy

• 12. Advisory vote on the WABERER'S Group Remuneration Report

• 13. Others

1. AMENDMENT SECTION 4 AND SECTION 9 OF THE COMPANY'S ARTICLES OF ASSOCIATION

AND ADOPTION THE COMPANY'S CONSOLIDATED ARTICLES OF ASSOCIATION WITH THE AMENDMENTS

The Board of Directors proposes to the General Meeting to decide on the amendment of the Articles of Association under the first agenda item in order to ensure that, the in case the General Meeting approves the proposal for the payment of dividends, the technical rules for the dividend payment provided by the Articles of Association would be in line with the business rules and practices of KELER Központi Értéktár Zrt. (hereinafter: KELER Zrt.) and comply with the recommendations set out in Section 1.4.1 of the Corporate Governance Recommendations (CGR) of the Budapest Stock Exchange.

According to the CGR of the Budapest Stock Exchange when discussing agenda items regarding the modification of the Articles of Association, it is suggested that prior to the amendment of the Articles of Association the General Meeting passes a separate resolution on whether, in order to ensure the undisturbed and efficient conduct of the General Meeting, it intends to decide on the different amendments of the articles of association by individual votes, joint votes or votes combined in a particular way.

In light of the above the Board of Directors proposes to the General Meeting to pass joint resolutions regarding the amendments of individual Sections of the Articles of Association considering that the modifications within one Section affect closely related issues.

The Board of Directors submits the following resolution proposal to the General Meeting:

AGM Resolution …/2023. (IV. 18.)

The General Meeting shall decide on the amendments of the Articles of Association by joint votes with regard to each Section to be modified, in order to ensure the undisturbed and efficient conduct of the General Meeting.

In the following sections we will provide you with detailed explanations of the amendments proposed by the Board of Directors to the Articles of Association.

Explanation to the amendment to Section "4. SHAREHOLDERS' RIGHTS" of the Articles of Association:

The Company has consulted with the representatives of KELER Zrt. on the dividend payment procedure and proposes to clarify section 4.4.2 of the Articles of Association in order to allow sufficient time from the publication of the notice of the shareholder identification of the dividend payment to the successful completion of the shareholder identification and the actual payment of the dividend:

4.4.2. The Company shall pay dividend to the shareholders by way of bank transfer as of the date specified by the relevant resolution of the General Meeting. The dividend payment period shall commence on the date determined in the resolution of the General Meeting on the approval of the annual financial statement prepared in accordance with the Accounting Act and the utilization of after tax profit. No longer than ten days may elapse between the date of the first appearance of the notice of the resolution of the General Meeting on the amount of dividend to be paid and the date of commencement of dividend payment and the date of commencement of the distribution of dividend. Following a successful shareholder identification specified in the announcement on dividend, shareholders who had submitted all necessary information and documents shall receive dividend payment within ten business days but no later than the end of the year in which the General Meeting is held.

The amendment to section 4.4.2 of the Articles of Association is intended to ensure smooth and seamless payment of dividends to shareholders:

"4.4.2. The Company shall pay dividend to the shareholders by way of bank transfer as of the date specified by the relevant resolution of the General Meeting. The dividend payment period shall commence on the date determined in the resolution of the General Meeting on the approval of the annual financial statement prepared in accordance with the Accounting Act and the utilization of after tax profit [deleted]. Following a successful shareholder identification specified in the announcement on dividend, shareholders who had submitted all necessary information and documents shall receive dividend payment within ten business days, but no later than the end of the year in which the General Meeting is held."

The Board of Directors submits the following resolution proposal to the General Meeting:

AGM Resolution …/2023. (IV. 18.)

The General Meeting approves the amendment of Section 4 regarding subsection 4.4.2 of the Articles of Association according to the submission.

Explanation to the amendment to Section "9. THE AUDIT COMMITTEE" of the Articles of Association:

The Board of Directors proposes to the General Meeting - in accordance with the provisions of the Civil Code - that the Articles of Association should not limit the number of members of the Audit Committee to three, but provide the opportunity to elect four or maybe more members to the Committee in order to ensure the lawful operation of the Company.

The modification of Section 9.1 of the Articles of Association offers some leeway to the Company for the maintenance of its lawful operation in case any of the members' mandate would be terminated, so there is no urgency to convene an extraordinary general meeting for the election of a new member to the Committee.

"9.1 The General Meeting shall elect an Audit Committee consisting of at least 3 (three) members from among the independent members of the Supervisory Board."

The Board of Directors submits the following resolution proposal to the General Meeting:

AGM Resolution …/2023. (IV. 18.)

The General Meeting approves the amendments of Section 9 regarding subsection 9.1 of the Articles of Association according to the submission.

In line with the previous resolutions on the subject of modifying the Articles of Association the resolution proposal is the following:

AGM Resolution …/2023. (IV. 18.)

The General Meeting hereby approves the consolidated version of the Articles of Association of the Company with the above amendments included in AGM Resolutions .../2023. (IV. 18.) - AGM Resolution .../2023. (IV. 18.) and requests the legal counsel of the Company to countersign the Articles of Association.