Budapesti Ingatlan Hasznosítási es Fejlesztesi : BIF 2025 AGM Minutes of Meeting included the resolutions

About this update from Budapesti Ingatlan Hasznositasi Es Fejlesztesi Nyrt

MINUTES OF MEETING of the 2025 Annual General Meeting of Budapesti Ingatlan Hasznositâsi és Fejlesztési Nyilvânosan Mdkdd/i Részvénytârsasâg (Company Registration No.: Cg. 01-10-042813, registered office: 1033 Budapest, Polgâr utca 8-10.; hereinafter: Company) held on 30 April 2025 10:00 at 1065 Budapest, Bajcsy-Zsilinszky dt 57. II. floor (Bajcsy Office Building) in the conference room of Budapesti Ingatlan Nyrt. 1 Form of the general meeting: personal attendance. Attendees: the shareholders indicated in the attendance sheet attached to these minutes, or the proxies thereof Member of the Board of Directors: Dr. Anna Ungâr, chair of the Board of the Directors, CEO Kristéf Berecz, deputy chairman of the Board of Directors, CEO Employees: Rébert Hrabovszki, Deputy CEO, CFO Dr. Anita Kalicz, Head of Legal Department Dr. Bernadett Nemesné Blummenfeld legal counsel registered in the Bar Association Andrâs Mogyorosi IT manager Representative of Quercus Audit Konyvvizsgâlé és Gazdasâgi Tanâcsadé Kft., auditor Tolgyes Andrâs Dr. Anna Ungâr (hereinafter: the Chair of the Board of Directors) opened the Annual General meeting and welcomed the attendees. Moving on, the Chair of the Board of Directors made a proposal as to the Chairman of the Annual General meeting in the person of dr. Gyorgy Wellmann acting on behalf of the PIO-21 Kft. and gave him the floor. Dr. Gyorgy Wellmann confirms that the verification of the identity of the shareholders, as well as the power of representation and proxies of the shareholders' proxies were made during the registration. He found that the General meeting had a quorum, the owners of the shareholders with voting rights representing 87,991 % of the share capital 287,024,440 shares) or the proxies thereof are present 252.556.725 shares). Dr. Gyorgy Wellmann drew the attention that, with regard to the fact that the Company owns 11,778,639 treasury shares, which do not represent voting rights and shall also be disregarded when determining the quorum of the General meeting, the proportion of present shares (275.245.801 shares) to all the shares representing voting rights (252.556.725 shares) is: 91,757 %. Dr. Gyorgy Wellmann confirmed that the annual general meeting has been convened duly for this day, the form of the General Meeting is not conference meeting. The ballots have been checked. Dr. Gyorgy Wellmann drew the attention that the Article 9.10 of the Articles of Association of the Company requires an attendance of more than 50% for quorum on the first date of the General meeting simultaneously confirmed that the number of represented votes reaches the number required for quorum according to Article 9.10 of the Articles of Association, thus the General meeting has a quorum. The agenda of the General Meeting was published in the notices concerning the convocation and motions of the General Meeting. Votes are cast at the General Meeting via open voting, by raising the previously allocated ballots representing the number of votes equal to the number of shares established at the time of registration. dr. Gyérgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting Then dr. Gyorgy Wellmann proposed to the General Meeting to elect him as the Chairman of the General Meeting The General Meeting adopted the following resolution by majority vote: Voting No. 1 Number of cast votes: 252.556.725 Share capital represented by all validly cast votes: 87,991% Votes for the motion: 241.821.158 Votes against the motion: 0 Abstentions: 10.735.567 The proportion of "yes" votes compared to the votes that can be cast: 95,749 °/» Meeting resolution 1/30.04.2025 The General Meeting elected dr. Gyorgy Wellmann acting on behalf of the PIO-21 Kft. as the Chairman of the Annual General Meeting of 30 April 2025. Chairman of the Annual General Meeting: Thank you for your trust. I propose to elect dr. Déra Czibere, acting on behalf of the PIO-21 Kft. as inspector of the meeting, dr. Anita Kalicz head of legal department as secretary of the meeting, and dr. Bernadett Nemesné Blummenfeld legal counsel and Andrâs Mogyorosi IT manager as members of the Vote Counting Committee. The General Meeting adopted the following resolution by majority vote: Voting No. 2 Number of cast votes: 252.556.725 Share capital represented by all validly cast votes: 87,991°/« Votes for the motion: 241.821.158 Votes against the motion: 0 Abstentions: 10.735.567 The proportion of "yes" votes compared to the votes that can be cast: 95,749°/» Meeting resolution 2130.04.2025 The General Meeting elected dr. Déra Czibere acting on behalf of the PIO-21 Kft. as Inspector of the Minutes, dr. Anita Kalicz head of legal department as Secretary of the Annual General Meeting, and dr. Bernadett Nemesné Blummenfeld legal counsel and Andrâs Mogyorési IT manager as members of the Vote Counting Committee of the Annual General Meeting of 30 April 2025. Chairman of the Annual General Meeting: In order to facilitate the preparation of the minutes I propose to allow sound-recording that will be utilized for non-verbatim transcription. Therefore, I request from the General Meeting to vote on the approval of sound-recording. The General Meeting adopted the following resolution by majority vote: Voting No. 3 Number of cast votes: 252.556.725 Share capital represented by all validly cast votes: 87,991 °/« Votes for the motion: 241.821.158 Votes against the motion: 0 Abstentions: 10.735.567 The proportion of "yes" votes compared to the votes that can be cast: 95,749°/» dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting Meeting resolution 3/30.04.2025 The General Meeting acknowledged and approved sound-recording during its all period. Chairman of the Annual General Meeting: In the absence of further comments, we start discussing the agenda items. AGENDA ITEM 1: Report of the Board of Directors on the business activity of the Company in 2024 Report of the Auditor on the Company's Separate and Consolidated Annual Financial Statements for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the related Business (Management) Reports Report of the Audit Committee on the Report of the Board of Directors on the business activity of the Company in 2024 and on the Company's Separate and Consolidated Annual Financial Statements for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the related Business (Management) Reports. Approval of the Report of the Board of Directors on the business activity of the Company in 2024 and the Company's Separate and Consolidated Annual Financial Statements for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the related Business (Management) Reports Decision on the distribution of after-tax profit of 2024 and the dividend against the profit of 2024 Chairman of the Annual General Meeting: I present the motions and briefly summarize the reasoning given thereto. With regard to the fact that the Company is a regulated real estate investment company as defined in Act CII of 2011 on Regulated Investment Companies (hereinafter: the REIT Act), the Company proposes, pursuant to paragraph c) of Section (3) of Article 3 of the REIT Act, that the Annual General Meeting should approve the payment of dividend of an amount corresponding, as a minimum, to the expected amount and that such dividend should be paid, subject to approval, within 30 trading days from the approval of the accounting report, provided that if the amount of the retained cash of the regulated rea/ estate investment company does not reach the amount of the expected dividend, then the management proposes the payment of at least 90% of the amount of retained cash as dividend. Taking into account the relevant provisions of the REIT Act, the Board of Directors proposes the payment of a dividend of HUF 5,974,072 thousand - corresponding to the expected dividend according to the REIT Act- from the disposable profit for the year and from the retained earnings generated in the current year, based on the Company's audited Separate Annual Financial Statements for 2024 prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union. If the general meeting does not vote on the above dividend payment proposal, the Board of Directors, taking into account the Company's ongoing and planned developments, proposes the payment of a dividend of HUF 2, 752, 458,010, HUF 10 per share, from the disposable profit for the year and from the retained earnings generated in the current year, based on the Company's audited Separate Annual Financial Statements for 2024 prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union. During the above dividend calculation, the Company has already distributed the dividend on its own shares among the shareholders entitled to the dividend in proportion to the nominal value of their shares. The latter proposal of the Board of Directors, taking into dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting account the Company's ongoing and planned developments, includes a dividend of an amount at which the developments and investments can proceed with the dynamism they have had so far. At the same time, the Board of Directors draws the attention of the Dear Shareholders that, in view of the ongoing and planned developments of the Company, the general meeting may decide not to pay dividends for the year 2024 for the purpose of creating reserves. If the General Meeting of the Company decides to pay dividend, the Board of Directors shall publish a notice with the detailed conditions and process for the payment of the dividend after the general meeting. The closing date to be indicated in the notice on the annual general meeting of 2025 deciding on the payment of dividend shall be set out in the notice of the Board of Directors regarding the dividend payment. The major financial data of the Company's audited Separate Annual Financial Statements for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union are as follows (data in thousand HUF): Total assets: 101,318,663 E uit . 77,480,051 Sales revenues: 11,910,985 Profit before taxes: 10,285,363 Retained earnings: 10,236,224 The Board of Directors proposes that the general meeting adopt the Report of the Board of Directors attached in Annex 1 and the audited Separate Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the related Business (management) Report attached in the Annex. Based on the Auditor's Report attached in Annex 3, the Auditor proposes the adoption of the Separate Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union. In the Report of the Audit Committee attached in Annex 5, the Audit Committee proposes the adoption of the Report of the Board of Directors and the audited Separate Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the related Business (management) Report. The major data of the Company's audited Consolidated Annual Financial Statements for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union are as follows (data in thousand HUF): Total assets: 103,928,856 E uit 78,076,646 Sales revenues: 13,387,786 Profit before taxes: 10,912,617 Retained earnings: | 10,802,473 The Board of Directors proposes that the general meeting adopts the audited Consolidated Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the related Consolidated Business (management) Report, attached in the Annex. Based on the Auditor's Report attached in Annex 4, the Auditor proposes the adoption of the Consolidated Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union. dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting In the Report of the Audit Committee attached in Annex 5, the Audit Committee proposes the adoption of the audited Consolidated Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union, and the related Consolidated Business (management) Report. The Chairman of the Annual General Meeting requested from the shareholders and the members of the Board of Directors to make their comments, remarks to the motion, if there are any. Chairman of the Annual General Meeting: In the absence of any further comments, please vote on the resolution proposals related to point 1 of the Proposal. The Chairman of the Annual General Meeting: Please vote whether the General Meeting acknowledges and approves the Auditor's Report on the Separate Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the Business (management) Report. The General Meeting adopted the following resolution by majority vote: Voting No. 4 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 4/30.04.2025 252.556.725 87,991 % 241.821.158 0 10.735.567 95,749 °/» The general meeting has acknowledged and approved the Auditor's Report on the Separate Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the Business (management) Report. Chairman of the Annual General Meeting: Please vote whether the General Meeting acknowledges and approves the Auditor's Report on the Consolidated Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the Consolidated Business (management) Report. The General Meeting adopted the following resolution by majority vote: Voting No. 5 Number of cast votes: 252.556.725 Share capital represented by all validly cast votes: 87,991 °/» Votes for the motion: 241.821.158 Votes against the motion: 0 Abstentions: 10.735.567 The proportion of "yes" votes compared to the votes that can be cast: 95,749°/» Meeting resolution 5/30.04.2025 The general meeting has acknowledged and approved the Auditor's Report on the Consolidated Annual Financial Statements of the Company for 2024 prepared in accordance with the dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting International Financial Reporting Standards (IFRS) adopted by the European Union and the Consolidated Business (management) Report. Chairman of the Annual General Meeting: Now please vote whether the General Meeting acknowledges and approves the report of the Audit Committee on the report of the Board of Directors on the business activity of the Company of 2024, on the audited Separate Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the Business (Management) Report of the Company. The General Meeting adopted the following resolution by majority vote: Voting No. 6 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 6/30.04.2025 252.556.725 87,991% 241.821.158 0 10.735.567 95,749 °/« The general meeting has acknowledged and approved the report of the Audit Committee on the report of the Board of Directors on the business activity of the Company of 2024, on the audited Separate Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the Business (Management) Report of the Company. Chairman of the Annual General Meeting: Thereafter, please vote whether the General Meeting acknowledges and approves the Report of the Audit Committee on the audited Consolidated Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFSR) adopted by the European Union and the Consolidated Business (management) Report. The General Meeting adopted the following resolution by majority vote: Voting No. 7 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 7/30.04.2025 252.556.725 87,991 •/« 241.821.158 0 10.735.567 95,749 •/« The general meeting has acknowledged and approved the report of the Audit Committee on the audited Consolidated Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the Consolidated Business (Management) Report of the Company. Chairman of the Annual General Meeting: Please vote whether the General Meeting acknowledges and approves the report of the Board of Directors on the business activity of 2024. dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting The General Meeting adopted the following resolution by majority vote: Voting No. 8 Number of cast votes: 252.556.725 Share capital represented by all validly cast votes: 87,991 °/» Votes for the motion: 241.821.158 Votes against the motion: 0 Abstentions: 10.735.567 The proportion of "yes" votes compared to the votes that can be cast: 95,749 °/« Meeting resolution 8/30.04.2025 The Board of Directors has acknowledged and approved the report of the Board of Directors on the business activity of the Company of 2024. Chairman of the Annual General Meeting: Then please vote whether the General Meeting acknowledges and approves the audited Separate Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the Business (management) Report of the Company, with the balance sheet total of HUF 101,318,663 thousand and an equity of HUF 77,480,051 thousand as indicated in the proposal. The General Meeting adopted the following resolution by majority vote: Voting No. 9 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 9/30.04.2025 252.556.725 87,991°/» 241.821.158 0 10.735.567 95,749 °/« The general meeting has acknowledged and approved the audited Separate Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and the Business (management) Report of the Company, with the balance sheet total of HUF 101,318,663 thousand and an equity of HUF 77,480,051 thousand as indicated in the proposal. Chairman of the Annual General Meeting: Thereafter, please vote whether the General Meeting acknowledges and approves the audited Consolidated Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union, and the Consolidated Business (management) Report of the Parent Company, with the balance sheet total of HUF 103,928,856 thousand and an equity of HUF 78,076,646 thousand as indicated in the proposal. dr. Gyorgy Wellmann Chairman of the Annual General Meeting " dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting The General Meeting adopted the following resolution by majority vote: Voting No. 10 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 10/30.04.2025 252.556.725 87,991 °/» 241.821.158 0 10.735.567 95,749 °/» The general meeting has acknowledged and approved the audited Consolidated Annual Financial Statements of the Company for 2024 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union, and the Consolidated Business (management) Report of the Parent Company, with the balance sheet total of HUF 103,928,856 thousand and an equity of HUF 78,076,646 thousand as indicated in the proposal. Chairman of the Annual General Meeting: Following this, please vote whether the General Meeting resolves, with regard to the applicable provisions of the Articles of Incorporation and the REIT Act, as well as the results of 2024, the general meeting resolved the payment of a dividend of HUF 5,974,072 thousand - corresponding to the expected dividend according to the REIT Act - from the disposable profit for the year and from the retained earnings generated in the current year, based on the Company's audited Separate Annual Financial Statements for 2024 prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union. The general meeting sets out for the Board of Directors to arrange for the share-proportional payment of dividends established on ordinary shares and to publish by 15 May 2025, a notice on the schedule for the payment of dividends and the closing date of the identification of shareholders related to the payment of dividends, with regard to the applicable provisions of Act CII of 2011 according to which the commencement date of the payment of the dividends may be no later than the 30th trading day following the approval of the accounting report (as defined by Act CXX of 2001 on the Capital Market). Dividends on treasury shares are paid by the Company to shareholders entitled to dividends in proportion to the nominal value of their shares and pursuant to Section 16.2 of the Articles of Association. The General Meeting adopted the following resolution by majority vote: Voting No. 11 Number of cast votes: 252.556.725 Share capital represented by all validly cast votes: 87,991 °/» Votes for the motion: 12.829.564 Votes against the motion: 228.991.594 Abstentions: 10.735.567 The proportion of "yes" votes compared to the votes that can be cast: 5,08 °/ Meeting resolution 11/30.04.2025 The general meeting rejected the motion for resolution that with regard to the applicable provisions of the Articles of Incorporation and the REIT Act, as well as the results of 2024, a dividend of HUF 5,974,072 be paid corresponding to the expected dividend according to the REIT Act - from the disposable profit for the year and from the retained earnings generated in the current year, based on the Company's audited Separate Annual Financial Statements for 2024 prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union. dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting Chairman of the Annual General Meeting: Regarding the content of the General Meeting resolution and the fact that the relevant General Meeting resolution proposal was rejected, please vote on whether the General Meeting, taking into account the Company's ongoing and planned developments, approves the payment of a dividend of HUF 2,752,458,010, HUF 10 per share, from the disposable profit for the year and from the retained earnings generated in the current year, based on the Company's audited Separate Annual Financial Statements for 2024 prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union and whether the general meeting sets out for the Board of Directors to arrange for the share-proportional payment of dividends established on ordinary shares and to publish by 15 May 2025, a notice on the schedule for the payment of dividends and the closing date of the identification of shareholders related to the payment of dividends, with regard to the applicable provisions of Act CII of 2011 according to which the commencement date of the payment of the dividends may be no later than the 30th trading day following the approval of the accounting report (as defined by Act CXX of 2001 on the Capital Market). Dividends on treasury shares are paid by the Company to shareholders entitled to dividends in proportion to the nominal value of their shares and pursuant to Section 16.2 of the Articles of Association. The General Meeting adopted the following resolution by majority vote: Voting No. 12 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 12/30.04.2025 252.556.725 87,991 '/o 241.821.158 0 10.735.567 95,749 °/» With regard to the applicable provisions of the Articles of Incorporation, as well as the results of 2024, the general meeting resolved the payment of a dividend of HUF 2,752,458,010 from the disposable profit for the year and from the retained earnings generated in the current year, based on the Company's audited Separate Annual Financial Statements for 2024 prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union. The general meeting sets out for the Board of Directors to arrange for the share-proportional payment of dividends established on ordinary shares and to publish by 15 May 2025, a notice on the schedule for the payment of dividends and the closing date of the identification of shareholders related to the payment of dividends, with regard to the applicable provisions of Act CII of 2011 according to which the commencement date of the payment of the dividends may be no later than the 30th trading day following the approval of the accounting report (as defined by Act CXX of 2001 on the Capital Market). Dividends on treasury shares are paid by the Company to shareholders entitled to dividends in proportion to the nominal value of their shares and pursuant to Section 16.2 of the Articles of Association. Chairman of the Annual General Meeting: Moving on, we are going to discuss Agenda item 2. AGENDA ITEM 2: decision on the waiver to be granted to Board of 0/rectors and I/ie Audit Committee according to the business year 2024. The Chairman of the Annual General Meeting presents the motions and briefly summarizes the reasoning given thereto. dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting Pursuant to Section (1) of Article 3:117 of the Civil Code, the members of the Board of Directors are entitled to apply for the discharge in respect of their management activity performed in business year 2024. The resolution of the General Meeting is requested by the members of the Board of Directors referred to above as to whether the General Meeting considers their work as employees in executive position to be adequate compared to the requirements of the law and the Articles of Association, and whether the Board of Directors performed its activity bearing in mind the priority of the Company's interests. Pursuant to Section 9.2 (q) of the Articles of Association, the resolution on granting the discharge shall fall within the exclusive powers of the General Meeting. On the basis of the discharge, the Company may claim damages from the members of the Board of Directors on the grounds of the violation of their management responsibilities, if the facts or data underlying the granting of the discharge were untrue or incomplete. The Chairman of the Annual General Meeting requested from the shareholders and the members of the Board of Directors to make their comments, remarks to the motion, if there are any. Chairman of the Annual General Meeting: In the absence of further comments, please, vote on the motion whether the General Meeting resolves to grant the discharge to the members of the Board of Directors of the Company holding director position regarding their activities in 2024. The General Meeting adopted the following resolution by majority vote: Voting No. 13 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 13/30.04.2025 252.556.725 87,991 °/» 228.994.944 12.825.794 10.735.987 90.671°/» The General Meeting has resolved to grant the discharge to the members of the Board of Directors of the Company holding director position regarding their activities in 2024. Referring the granting of the discharge there is a possibility that the discharge may also be granted to the members of the Audit Committee. In this regard the resolution of the General Meeting is requested by the members of the Board of Directors as to whether the General Meeting considers their work in 2024 to be adequate compared to the requirements of the law and the Articles of Incorporation, and whether the Audit Committee performed its activity bearing in mind the priority of the Company's interests. The Chairman of the Annual General Meeting requested from the shareholders and the members of the Board of Directors to make their comments, remarks to the motion, if there are any. Chairman of the Annual General Meeting: In the absence of further comments, please, vote on the motion whether the General Meeting resolves to grant the discharge to the members of the Audit Committee of the Company regarding their activities in 2024. dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting The General Meeting adopted the following resolution by majority vote: Voting No. 14 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 14/30.04.2025 252.556.725 87,991•/» 228.994.944 12.825.794 10.735.987 90.671 •/« The General Meeting has resolved to grant the discharge to the members of the Audit Committee of the Company regarding their activities in 2024. Chairman of the Annual General Meeting: Moving on, we are going to discuss Agenda item 3. AGENDA ITEM 3: Decision on the appo/ntment of the ocf/tor The Chairman of the Annual General Meeting presents the motions and briefly summarizes the reasoning given thereto. As the appointment of Quercus Audit Kényvvizsgâlé és Gazdasâgi Tanâcsadé Kft expires on the day of the approval of the financial statements concerning the business year ending on 31 December 2024, but until 15th May 2025 at latest, the appointment of the auditor is recommended. With regard to the foregoing the company proposed by the Audit Committee to perform the Company's permanent auditing tasks from the day of the approval of the financial statements concerning the business year ending on 31 December 2024 to the day of the approval of the financial statements concerning the business year ending on 31 December 2025, but until 15 May 2026 is Quercus Audit Konyvvizsgâlé és Gazdasâgi Tanâcsadé Kft. (registered office: 8200 Veszprém, Radnéti tér 2/C, Company Registration Number: 19 09 512226 Tax Registration Number: 11679204-2-19 Chamber Registration number: 002651, issuer rating number: K000143; a person responsible for the auditing Tolgyes Andrâs Jozsef; mother's name: dr. Zsilké Katalin, address: 8200 Veszprém, Szajké utca 14/B, place/date of birth: Veszprém, 1969. februâr 28., number of auditor license: 005572, issuer rating number: K000123). The Chairman of the Annual General Meeting requested from the shareholders and the members of the Board of Directors to make their comments, remarks to the motion, if there are any. Chairman of the Annual General Meeting: In the absence of further comments, please, vote on the motion regarding Agenda item 3. Thus, please vote whether the General Meeting appoints Quercus Audit Konyvvizsgâlo és Gazdasâgi Tanâcsadé Kft. as the permanent auditor of the Company for the business year of 2025 (registered office: 8200 Veszprém, Radnéti tér 2/C, Company Registration Number: 19 09 512226 Tax Registration Number: 11679204-2-19 Chamber Registration number: 002651, issuer rating number: K000143; a person responsible for the auditing Tolgyes Andrâs Jézsef; mother's name: dr. Zsilké Katalin, address: 8200 Veszprém, Szajké utca 14/B, place/date of birth: Veszprém, 1969. februâr 28., number of auditor license: 005572, issuer rating number: K000123) with the effect of the day of the approval of the financial statements concerning the business year ending on 31 December 2024 to the day of the approval of the financial statements concerning the business year ending on 31 December 2025, but until 15 May 2026 at latest. dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting The General Meeting adopted the following resolution by majority vote: Voting No. 15 Number of cast votes: 252.556.725 Share capital represented by all validly cast votes: 87,991% Votes for the motion: 241.817.808 Votes against the motion: 0 Abstentions: 10.738.917 The proportion of "yes" votes compared to the votes that can be cast: 95,748 °/» Meeting resolution 15/30.04.2025 The general meeting for the 2025 business year appoints Quercus Audit Konyvvizsgâlé és Gazdasâgi Tanâcsadé Kft. as the permanent auditor of the Company for the business year of 2024 (registered office: 8200 Veszprém, Radnéti tér 2/C, Company Registration Number: 19 09 512226 Tax Registration Number: 11679204-2-19 Chamber Registration number: 002651, issuer rating number: K000143; a person responsible for the auditing Tolgyes Andrâs Jézsef; mother's name: dr. Zsilké Katalin, address: 8200 Veszprém, Szajké utca 14/B, place/date of birth: Veszprém, 1969. februâr 28., number of auditor license: 005572, issuer rating number: K000123) with the effect of the day of the approval of the financial statements concerning the business year ending on 31 December 2024 to the day of the approval of the financial statements concerning the business year ending on 31 December 2025, but until 15 May 2026 at latest. Chairman of the Annual General Meeting: Moving on, we are going to discuss Agenda item 4. AGENDA ITEM 4: Oecis/on on the compensation of' the Members of the Board of Directors, the Members of the Audit Committee and the Auditor The Chairman of the Annual General Meeting presents the motions and briefly summarizes the reasoning given thereto. In respect of the remuneration of the members of the Board of Directors and the Audit Committee, the Shareholders may make proposals at the General Meeting. Regarding the Auditor's fee for the 2024 business year, the Audit Committee made a proposal in accordance with Annex 6 to the proposal in the amount of HUF 11,700,000 + VAT The motions of the Board of Directors in this respect are that the members of the Board of Directors should perform their duties without remuneration in the business year of 2025. and that the chairman of the Board of Directors is entitled to the related benefits set out in the Remuneration Policy, while the members of the Audit Committee should perform their duties in the 2025 business year for a gross remuneration of HUF 400,000/member per month. Chairman of the Annual General Meeting: I would like to ask the shareholders that if they would like to make a proposal regarding the remuneration of the members of the Board of Directors and the Audit Committee, then do so, and to make their comments, remarks to the motion, if there are any. Chairman of the Annual General Meeting: In the absence of any comment, please vote on the motions regarding Agenda item 4, according to which the members of the Board of Directors shall perform their duties in the business year 2025 without remuneration, and that the chairman of the Board of Directors is entitled to the related benefits set out in the Remuneration Policy, while the members of the Audit Committee shall perform their duties in the business year 2025 for a gross remuneration of HUF dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting 400,000/member per month, while the permanent auditor shall be entitled to a fee of HUF 11,700,000 + VAT for auditing the separate and the consolidated annual financial statements of the Company for 2025 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union. The General Meeting adopted the following resolution by majority vote: Voting No. 16 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 16/30.04.2025 252.556.725 87,991°/« 228.995.364 0 23.561.361 90.671 % The general meeting has resolved that the members of the Board of Directors shall perform their duties arising from their membership in the Board of Directors without remuneration in the business year of 2025, and that the chairman of the Board of Directors is entitled to the related benefits set out in the Remuneration Policy. The General Meeting adopted the following resolution by majority vote: Voting No. 17 Number of cast votes: 252.556.725 Share capital represented by all validly cast votes: 87.991% Votes for the motion: 228.995.364 Votes against the motion: 0 Abstentions: 23.561.361 The proportion of "yes" votes compared to the votes that can be cast: 90,671 % Meeting resolution 17/30.04.2025 The general meeting has resolved that each member of the Audit Committee shall perform his/her duties in the business year of 2025 in consideration for a monthly gross salary of HUF 400,000. The General Meeting adopted the following resolution by majority vote: Voting No. 18 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 18/30.04.2025 252.556.725 87,991 °/» 228.995.364 0 23.561.361 90,671 •/» The general meeting resolved that the permanent auditor of the Company shall be entitled to a fee of HUF 11,700,000 + VAT for auditing the separate and the consolidated annual financial statements of the Company for 2025 prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union. Chairman of the Annual General Meeting: Moving on, we are going to discuss Agenda item 5. dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anit Kalicz Secretary of the Annual General Meeting AGENDA ITEM 5: Decision on the approval of the Corporate Governance Report The Chairman of the Annual General Meeting presents the motion and briefly summarizes the reasoning given thereto. Pursuant to Article 3:289 of the Civil Code, the Board of Directors is required to the submit the Corporate Governance Report to the Annual General Meeting. By its resolution of 9 April 2025, the Board of Directors approved the Corporate Governance Report attached hereto in Annex 7 drafted with regard to the Corporate Governance Recommendations of the Budapest Stock Exchange, which it proposes to be adopted by the general meeting with the content contained therein. The Chairman of the Annual General Meeting requested from the shareholders and the members of the Board of Directors to make their comments, remarks to the motion, if there are any. Chairman of the Annual General Meeting: In the absence of any comment, please vote whether the General Meeting approves the Corporate Governance Report of the Company for 2024, drafted with regard to the Corporate Governance Recommendations of the Budapest Stock Exchange on a separate sheet. The General Meeting adopted the following resolution by majority vote: Voting No. 19 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 19/30.04.2025 252.556.725 87,991 °/› 228.995.364 0 23.561.361 90,671 °/» The general meeting approved the Corporate Governance Report of the Company for 2024, drafted with regard to the Corporate Governance Recommendations of the Budapest Stock Exchange on a separate sheet. Chairman of the Annual General Meeting: Moving on, we are going to discuss Agenda item 6. AGENDA ITEM 6: decision on the authorisation of the Board of'Oirectors to gain I/ie own shares of the Company. The Chairman of the Annual General Meeting presents the motion and briefly summarizes the reasoning given thereto. The Board of Directors proposes to the general meeting to authorize the Board of Directors to purchase treasury shares for a period of 18 months from the date of the resolution of the Board of Directors exercising the powers of the General Meeting, with the following conditions: Type and quantity of acquirable treasury shares: ordinary shares, up to a maximum of 25% of the share capital. The purpose of the acquisition of treasury shares and the reason for the authorization is that the Company may acquire treasury shares on the basis of the decision of the Board of Directors for the purpose of developing and maintaining the services provided to the Company's clients. dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting Method of acquiring treasury shares: On the basis of the authorization, the share transactions may be made on the regulated market (stock exchange) or outside it, for consideration. The lowest amount of consideration payable for one treasury share is HUF 1 and the highest amount payable shall be 150% of the average stock exchange price of the 180 days' period before the date of the transaction, to be weighted with traffic. The authorization is valid until 30 October 2026. The Company shall disclose the data related to treasury shares and transactions affecting them in compliance with the legislation in force. To other conditions for the acquisition of treasury shares, the Civil Code shall apply. Chairman of the Annual General Meeting: I request from the shareholders and the members of the Board of Directors to make their comments, remarks to the motion, if there are any. Chairman of the Annual General Meeting: In the absence of any comment, please vote whether the General Meeting authorizes the Board of Directors to purchase treasury shares with the proposed conditions. The General Meeting adopted the following resolution by majority vote: Voting No. 20 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 20/30.04.2025 252.556.725 87,991% 228.995.364 0 23.561.361 90,671 °/« The general meeting authorizes the Board of Directors to purchase treasury shares. According to the authorization, the Board of Directors may resolve that the Company should purchase registered ordinary shares issued by the Company with a par value of HUF 10 each. The lowest amount of consideration payable for one treasury share is HUF 1 and the highest amount payable shall be 150% of the average stock exchange price of the 180 days' period before the date of the transaction, to be weighted with traffic. The authorization shall be valid for a specified period from the date of the resolution of the General Meeting until 30 October 2026. The maximum value of treasury shares obtained by the Company based on the authorization may be 25°/» of the registered capital at the most. Chairman of the Annual General Meeting: Moving on, we are going to discuss Agenda item 7. AGENDA ITEM 7: Advisory v'ote of the Remuneration Report of the Company The Chairman of the Annual General Meeting presents the motion and briefly summarizes the reasoning given thereto. The general meeting (or the Board of Directors exercising the powers of the general meeting) approved by the non-binding vote the Remuneration Policy as restated and amended with its amendments No. 1. and No. 2. Act LXVII of 2019 on Encouraging Long-Term Shareholder Engagement and Amending Certain Laws for Regulatory Harmonization Purposes requires the company to draw up the remuneration report yearly, which has to provide a comprehensive overview of all remuneration awarded or payable in the last financial year to the individual directors, including newly appointed directors, in accordance with the Remuneration Policy. The Remuneration Report concerning the year of 2024 is dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Ani a Kalicz Secretary of the Annual General Meeting attached hereto in Annex 8. The Chairman of the Annual General Meeting requested from the shareholders and the members of the Board of Directors to make their comments, remarks to the motion, if there are any. Chairman of the Annual General Meeting: In the absence of any comment, please vote whether the General Meeting approves the Remuneration Report of the Company regarding the business year of 2024 by the non-binding vote. The General Meeting adopted the following resolution by majority vote: Voting No. 21 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 21/30.04.2025 252.556.725 87,991 % 228.994.944 0 23.561.781 90,671 °/» The general meeting approved the Remuneration Report of the Company regarding the business year of 2024 by the non-binding vote. Chairman of the Annual General Meeting: Moving on, we are going to discuss Agenda item 7. AGENDA ITEM 8: Amendment of the Articles of Incorporation as fo/lows: amendment of'the pr/nc/pa/ off/ce o/'the Company amendment of the main business activity and other bus/ness act/vifies of the Company due to The Hungarian Activity Classification (TEAOR'25), which enrerer/ into force on 1 January 2025. regu/ation of the waiver to De granted to the members of fhe Audit Committee supplementation of the responsibi/ities and powers of the Audit Committee regarcfing to the /ega/ provisions The Chairman of the Annual General Meeting presents the motions and briefly summarizes the reasoning given thereto. In relation to the agenda item, the draft amendment of the Articles of Association in a unified structure is included in Annex 9 of the proposal, with the proposed amendments being highlighted in bold, italic and underlined. The Company's principal office is currently located at 8-10 Polgâr Street, 1033 Budapest, owned by the Company in the ratio of 8454/10000. The part of the real estate owned by the Company has been almost entirely utilized within the framework of rental agreements. For this reason, it becomes necessary to relocate the principal office to another, not fully utilized office building, in which office premises of a size appropriate for the location of the principal office are available. In view of this, the Board of Directors proposes the property at 57 Bajcsy Zsilinszky Street, 1065 Budapest, as the new principal office of the Company. In relation to the above, the Board of Directors proposes the amendment of Section 1.2 of the Articles of Association as follows: dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anit Kalicz Secretary of the Annual General Meeting "1.2. Principal office of the Company: 11065 Budapest, VI. kerifilet Bajcsy Zsilinszky ifit 57." The Chairman of the Annual General Meeting requested from the shareholders and the members of the Board of Directors to make their comments, remarks to the motion, if there are any. Chairman of the Annual General Meeting: In the absence of any comment, please vote whether the General Meeting approves the amendment of Section 1.2 of the Articles of Association according to the proposal of the Board of Directors. The General Meeting adopted the following resolution by majority vote: Voting No. 22 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 22/30.04.2025 252.556.725 87,991 °/» 228.995.364 0 23.561.361 90,671 °/« The general meeting approved the amendment of Section 1.2 of the Articles of Association as "1.2. Principal office of the Company: 11065 Budapest, VI. keriilet Bajcsy Zsilinszky dt 57." The Hungarian Activity Classification (TEAOR'25) system has been changed from 1 January 2025. TEAOR'08, which has been in force since 2008, will be replaced by TEAOR'25, subject to the amendment of Regulation (EC) No 1893/2006 of the European Parliament and of the Council by European Commission Regulation (EU) 2023/137. The structure and content of the new classification system, as well as the official translation key prepared by Eurostat between TEAOR'08 and TEAOR'25, are available at the Central Statistical Office. Among other activities of organizations required to register, the National Tax and Customs Administration (hereinafter referred to as the "tax authority") amended the activities that can be clearly reclassified based on the translation key by January 31, 2025. The new activity codes - whether those proposed or those changed by the organization by July 1, 2025 - must be entered in the articles of association when the organization modifies its other data kept in the company register. Considering that the change of the principal office will result the change in the company data of the Company, therefore, in accordance with Act V of 2006 on Company Publicity, Court Company Proceedings and Liquidation, Section 131. (3) of the Companies Act, it is also necessary to simultaneously define the activities in accordance with TEAOR'25. In connection with the above, the Board of Directors proposes to amend Sections 3 and 4 of the Articles of Association as follows: "3. Main business activity of the Company: 6820'25 Rental and operating of own or leased real estate" "4. Other business activities: 6421'25 Activities of holding companies 6811'25 Buying and selling of own real estate 6812'25 Development of building projects dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting 6832'25 Other real estate activities for real estate activities 8110'25 Combined facilities support activities" The Chairman of the Annual General Meeting requested from the shareholders and the members of the Board of Directors to make their comments, remarks to the motion, if there are any. Chairman of the Annual General Meeting: In the absence of any comment, please vote whether the General Meeting approves the amendment of Section 3. of the Articles of Association according to the proposal of the Board of Directors. The General Meeting adopted the following resolution by majority vote: Voting No. 23 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 23/30.04.2025 252.556.725 87,991°/» 228.995.364 0 23.561.361 90,671°/» The general meeting approved the amendment of Section 3. of the Articles of Association as follows: "3. Main business activity of the Company: 6820'25 Rental and operating of own or leased real estate" Chairman of the Annual General Meeting: In the absence of any comment, please vote whether the General Meeting approves the amendment of Section 4. of the Articles of Association according to the proposal of the Board of Directors. The General Meeting adopted the following resolution by majority vote: Voting No. 24 Number of cast votes: Share capital represented by all validly cast votes: Votes for the motion: Votes against the motion: Abstentions: The proportion of "yes" votes compared to the votes that can be cast: Meeting resolution 24/30.04.2025 252.556.725 87,991°/» 228.995.364 0 23.561.361 90,671 °/v The general meeting approved the amendment of Section 4. of the Articles of Association as follows: "4. Other business activities: 6421'25 Activities of holding companies 6811'25 Buying and selling of own real estate 6812'25 Development of building projects 6832'25 Other real estate activities for real estate activities 8110'25 Combined facilities support activities" Since it is possible for a general meeting decision to issue a waiver to audit committee members, it is dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of th'e Annual General Meeting advisable to regulate its content and the consequences applied to the executives in the Articles of Incorporation. In connection with the above, the Board of Directors proposes to supplement Section 9.2 of the Articles of Incorporation with the following paragraph: "The shareholders' meeting shall, at the same time as approving the statutory report, decide on granting a discharge to the audit committee members, establishing the adequacy of the audit committee activities carried out in the previous business year. In the event of granting a discharge, the company may bring a claim for damages against the audit committee member based on the breach of audit committee obligations if the facts or data serving as the basis for granting the discharge were untrue or incomplete." The Chairman of the Annual General Meeting requested from the shareholders and the members of the Board of Directors to make their comments, remarks to the motion, if there are any. Chairman of the Annual General Meeting: In the absence of any comment, please vote whether the General Meeting approves the supplement of Section 9.2. of the Articles of Association according to the proposal of the Board of Directors. The General Meeting adopted the following resolution by majority vote: Voting No. 25 Number of cast votes: 252.556.725 Share capital represented by all validly cast votes: 87,991°/» Votes for the motion: 228.994.944 Votes against the motion: 0 Abstentions: 23.561.781 The proportion of "yes" votes compared to the votes that can be cast: 90,671 % Meeting resolution 25/30.04.2025 The general meeting approved the supplementation of Section 9.2. of the Articles of Association as follows: "The shareholders' meeting shall, at the same time as approving the statutory report, decide on granting a discharge to the audit committee members, establishing the adequacy of the audit committee activities carried out in the previous business year. In the event of granting a discharge, the company may bring a claim for damages against the audit committee member based on the breach of audit committee obligations if the facts or data serving as the basis for granting the discharge were untrue or incomplete." Considering that the powers of the Audit Committee are regulated by several laws - Civil Code, Commercial Code, and Regulation (EU) No 537/2014 of the European Parliament and of the Council - thus, in addition to the itemized list of current powers - similarly to the general meeting powers - the powers of the Audit Committee would be supplemented with all tasks specified in the laws. In connection with the above, the Board of Directors proposes to supplement the fourth paragraph of Section 12 of the Articles of Association as follows (proposed additions are indicated in bold, italics and underlined): The following responsibilities shall belong to the powers of the Audit Committee: advising on the statutory report; monitoring of the auditing of the statutory report; making a proposal as to the person and remuneration of the permanent auditor; preparation of the contract to be signed with the permanent auditor; dr. Gyorgy Wellmann Chairman of the Annual General Meeting dr. Déra Czibere Inspector of the Minutes dr. Anita Kalicz Secretary of the Annual General Meeting Attention : This is an excerpt of the original content. To continue reading it, access the original document here .

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