Waberer International : EGM submission

Budapest, November 29, 2017

Mr. Miklós Bethlen resigned from his position as member of the Board of Directors at Waberer's International Nyrt. (hereinafter: the Company) as of December 21, 2017. The Board of Directors with the agreement of the Nomination and Remuneration Committee proposes Mr. Robert Knorr to be elected as member of the Board of Directors by the General Meeting.

Brief professional biography of the nominee:

Robert Knorr is a Co-Managing Partner of Mid Europa Partners, a leading buyout investor focused on the growth markets of Central and Eastern Europe. Mid Europa has raised and managed €4.6bn of funds since inception in 1999, and has successfully completed 35 investments in 18 countries in the region to date.

Robert has been with Mid Europa since the inception of the firm in 1999. He serves as a member of Mid Europa's Investment Committee, co-chair's the firm's Management Committee and heads Mid Europa's Retail and Consumer practice. Mid Europa has recently announced the acquisition of Hortex, one of the leading branded consumer players in Poland. Earlier this year, Mid Europa completed the acquisition of Profi, the leading grocery retail in Romania and, together with Cinven and Permira, the acquisition of Allegro, the leading online marketplace in Poland. In February 2017, Mid Europa announced exit from its successful convenience retail investment in Poland, Zabka. Robert is on the board of directors of Allegro, Profi and Moji Brendovi Group.

Prior to joining Mid Europa, Robert worked with Bankers Trust and Deutsche Bank in London and Milan. Robert holds a B.A. in Economics and Business from the University of Rome 'La Sapienza' and a Masters in Finance from London Business School.

The Board of Directors with the agreement of the Nomination and Remuneration Committee submits the following resolution proposal to the General Meeting:

Resolution proposal for the General Meeting:

Relevant part of the report of the Supervisory Board:

The Supervisory Board reviewed in its merits the resolution proposal for the General Meeting to be held on December 21, 2017 proposed by the Board of Directors concerning the election of Mr. Robert Knorr (date of birth: 1 July 1968, mother's maiden name: Maria Marcocig; address: 11a Regent Street, London, SW1Y 4LR) as member of the Board of Directors and the Supervisory Board fully agrees therewith. The Supervisory Board proposes to the General Meeting to adopt the resolution proposal submitted to the General Meeting without any amendment.

Pursuant to Clause 3:117 (1) of Act V of 2013 on the Civil Code, the Company's General Meeting, upon request of an executive officer, may grant waiver to the executive officer on ascertaining the appropriateness of the management activities during the previous financial year. By granting the waiver, the General Meeting confirms that the member of the Board of

Directors have performed the management of the Company by giving primacy to the interests of the Company.

According to Section 5.9.1. k) of the Articles of Association, the decision on granting waiver to the members of the Board of Directors is within the exclusive competence of the General Meeting.

Resolution proposal for the General Meeting:

Relevant part of the report of the Supervisory Board:

The Supervisory Board reviewed in its merits the resolution proposal for the General Meeting to be held on December 21, 2017 proposed by the Board of Directors concerning the issuance of the waiver to Mr. Miklós Bethlen, the resigning member of the Board of Directors in accordance with Clause 3:117 (2) of Act V of 2013 on the Civil Code, and the Supervisory Board fully agrees therewith. The Supervisory Board proposes to the General Meeting to adopt the resolution proposal submitted to the General Meeting without any amendment.

Pursuant to Clause 3:122 (3) of Act V of 2013 on the Civil Code and in line with Section 8.12. of the Articles of Association of the Company the Supervisory Board shall establish its own by-laws, which shall be approved by the General Meeting.

The Supervisory Board has established its Rules of Procedures on July 31, 2017 and amended it on November 14, 2017.

Resolution proposal for the General Meeting:

Relevant part of the report of the Supervisory Board:

The Supervisory Board has established the new Rules of Procedures of the Supervisory Board on July 31, 2017 and November 14, 2017 and proposes it to the General Meeting for approval.