RESOLUTIONS OF THE 2023 ANNUAL GENERAL MEETING

of Graphisoft Park SE

(H-1031 Budapest, Graphisoft Park 1., Záhony u. 7.)

held on April 28, 2023 at 10:00 am, at the registered office of the Company

Resolution No. 1/2023.04.28.

The General Meeting elects Mr Gábor BOJÁR, Chairman of The Board, to be The Chairman of the annual General Meeting, held at the registered office of the Company.

In favour

Against

Abstentions

5 126 293

0

8 778

Total number of votes to be taken

into account for

Percentage of IN FAVOUR votes in relation to

the adoption of the decision:

the number of votes to be taken into account:

8 607 473

59.56 %

Number of shares which in respect to votes were

Votes validly cast representing proportion of the

validly cast:

share capital: 40.98 %

5 135 071

*

Resolution No. 2/2023.04.28.

The General Meeting elects dr Dénes KÖLTŐ V. as Keeper of the Minutes.

In favour

Against

Abstentions

6 811 418

0

8 778

Total number of votes to be taken

into account for

Percentage of IN FAVOUR votes in relation to

the adoption of the decision:

the number of votes to be taken into account:

10 292 598

66.18 %

Number of shares which in respect to votes were

Votes validly cast representing proportion of the

validly cast:

share capital: 54.46 %

6 820 196

*

Oldal 1 / 9

Resolution No. 3/2023.04.28.

The General Meeting elects Mr. István MÁRKA to confirm the Minutes.

In favour

Against

Abstentions

6 780 822

0

8 778

Total number of votes to be taken

into account for

Percentage of IN FAVOUR votes in relation to

the adoption of the decision:

the number of votes to be taken into account:

10 262 002

66.08 %

Number of shares which in respect to votes were

Votes validly cast representing proportion of the

validly cast:

share capital: 54.46 %

6 789 600

*

Resolution No. 4/2023.04.28.

The General Meeting elects Mr. Miklós Pál MISLEY and Ms. Ágnes BODÓCSY as vote counters.

In favour

Against

Abstentions

4 978 119

0

8 778

Total number of votes to be taken

into account for

Percentage of IN FAVOUR votes in relation to

the adoption of the decision:

the number of votes to be taken into account:

8 459 299

58.95 %

Number of shares which in respect to votes were

Votes validly cast representing proportion of the

validly cast:

share capital: 39.80 %

4 986 897

*

Resolution No. 5/2023.04.28.

The General Meeting hereby approves the report made by the Board of Directors about the management, financial situation, and business policies of the Company.

In favour

Against

Abstentions

6 820 196

0

0

Total number of votes to be taken

into account for

Percentage of IN FAVOUR votes in relation to

the adoption of the decision:

the number of votes to be taken into account:

10 292 598

66.26 %

Number of shares which in respect to votes were

Votes validly cast representing proportion of the

validly cast:

share capital: 54.53 %

6 820 196

*

Oldal 2 / 9

Resolution No. 6/2023.04.28.

The General Meeting hereby approves the report prepared by the Audit Committee on the (individual) annual financial statements of the Company for year 2022, prepared according to the IFRS, the consolidated annual financial statements prepared according to the IFRS, and the allocation of the profit after taxation.

In favour

Against

Abstentions

6 820 196

0

0

Total number of votes to be taken

into account for

Percentage of IN FAVOUR votes in relation to

the adoption of the decision:

the number of votes to be taken into account:

10 292 598

66.26 %

Number of shares which in respect to votes were

Votes validly cast representing proportion of the

validly cast:

share capital: 54.53 %

6 820 196

*

Resolution No. 7/2023.04.28.

The General Meeting hereby approves the audit report prepared by Ernst & Young Könyvvizsgáló Korlátolt Felelősségű Társaság, acting as the auditor of the Company, on the (individual) annual financial statements of the Company for year 2022, prepared according to the IFRS, the consolidated annual financial statements prepared according to the IFRS, and the allocation of the profit after taxation.

In favour

Against

Abstentions

6 820 196

0

0

Total number of votes to be taken

into account for

Percentage of IN FAVOUR votes in relation to

the adoption of the decision:

the number of votes to be taken into account:

10 292 598

66.26 %

Number of shares which in respect to votes were

Votes validly cast representing proportion of the

validly cast:

share capital: 54.53 %

6 820 196

*

Oldal 3 / 9

Resolution No. 8/2023.04.28.

The General Meeting hereby accepts and approves the (individual) annual financial statements of the Company for year 2022 prepared in accordance with the International Financial Reporting Standards (IFRS), audited by Ernst & Young Könyvvizsgáló Korlátolt Felelősségű Társaság, with the balance sheet total of EUR 11,448,354 and the profit after taxation of EUR 4,470,788 (profit).

In favour

Against

Abstentions

6 820 196

0

0

Total number of votes to be taken

into account for

Percentage of IN FAVOUR votes in relation to

the adoption of the decision:

the number of votes to be taken into account:

10 292 598

66.26 %

Number of shares which in respect to votes were

Votes validly cast representing proportion of the

validly cast:

share capital: 54.53 %

6 820 196

*

Resolution No. 9/2023.04.28.

The General Meeting hereby accepts and approves the consolidated annual financial statements of the Company for year 2022, prepared in accordance with the International Financial Reporting Standards (IFRS) audited by Ernst & Young Könyvvizsgáló Korlátolt Felelősségű Társaság, with the balance sheet total of EUR 249,152 thousand and the profit after taxation of EUR 8,786 thousand (profit).

In favour

Against

Abstentions

6 820 196

0

0

Total number of votes to be taken

into account for

Percentage of IN FAVOUR votes in relation to

the adoption of the decision:

the number of votes to be taken into account:

10 292 598

66.26 %

Number of shares which in respect to votes were

Votes validly cast representing proportion of the

validly cast:

share capital: 54.53 %

6 820 196

*

Resolution No. 10/2023.04.28.

The Company pays dividend out of the profit after taxation for year 2022, taking into account the available liquid funds. The Company pays dividend in the amount of 0,54 EUR, that is fifty-four eurocents for each of the outstanding 10.082.598 "A" series ordinary shares. The dividend shall be paid in HUF.

The Company pays dividend in the total amount of EUR 305,995 after "B" series employee shares.

The amount of the dividend in HUF will be determined on the day of the General Meeting at the HUF exchange rate at which the account-keeping financial institution of Graphisoft Park SE purchases the euro from the Company. The exchange rate obtained today is 372.3 HUF/EUR, on the basis of which the Company will pay a dividend of 201 HUF per ordinary share outstanding.

The Company will pay a total dividend of EUR 305,995.00 on all employee shares of series B, totalling HUF 113,887,906.50.

Oldal 4 / 9

The dividend due for shares owned by the Company (treasury shares) shall not be paid. The Company shall regard the dividend that is payable on treasury shares as dividend to be distributed among the Company's shareholders being entitled to dividend, in the proportion of their shares' nominal values.

Dividend payment shall be performed according to the provisions of the Articles of Association effective at the time the present General Meeting is convened, and this Resolution is passed.

The Company shall publish its detailed announcement regarding the dividend payment until 15th May 2023.

Those shareholders shall be entitled to receive dividend who own the respective share on the date of the shareholder identification procedure held pursuant to the currently effective Articles of Association.

Dividend will be paid within 30 trading days.

In favour

Against

Abstentions

6 820 196

0

0

Total number of votes to be taken

into account for

Percentage of IN FAVOUR votes in relation to

the adoption of the decision:

the number of votes to be taken into account:

10 292 598

66.26 %

Number of shares which in respect to votes were

Votes validly cast representing proportion of the

validly cast:

share capital: 54.53 %

6 820 196

*

Resolution No. 11/2023.04.28.

The General Meeting resolves that the Company grants discharge of liability as per Article 3:117 (1) of Act V of 2013 to Gábor Bojár for the year 2022, pursuant to the authorisation granted under Sections 9(n) and 10(d) of the Articles of Association of the Company. By granting the discharge of liability, the General Meeting verifies that the named person performed his work during the evaluated period always with a view to the best interests of the Company. The Company can file a compensation claim against the executive officers for breach of his managing duties, if the facts or data underlying the granting of the discharge of liability were false or insufficient.

In favour

Against

Abstentions

5 135 071

0

0

Total number of votes to be taken

into account for

Percentage of IN FAVOUR votes in relation to

the adoption of the decision:

the number of votes to be taken into account:

8 607 473

59.66 %

Number of shares which in respect to votes were

Votes validly cast representing proportion of the

validly cast:

share capital: 41.05 %

5 135 071

*

Oldal 5 / 9

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Graphisoft Park SE published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2023 13:02:25 UTC.