AKKO Invest : Articles of Association - 25.04.2023

Unofficial translation

Consolidated

ARTICLES OF ASSOCIATION

OF

AKKO Invest

Nyilvánosan Működő Részvénytársaság

25 April 2023

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Countersigned in Budapest, on 21 April 2023, by

___________________________

Dr. Kapolyi József attorney-at-law BAR Association ID: 36062586

Unofficial translation

Preamble

The General Meeting of AKKO Invest Nyilvánosan Működő Részvénytársaság (hereinafter: "Company") amends the Articles of Association of the Company, dated 21 April 2021 and now in effect, with the Resolution No. 11/2023. (IV. 25.) of the General Meeting and accepts the amended and consolidated Articles of Association of the Company (hereinafter: "Articles of Association") in compliance with the provisions of Act V of 2013 on the Civil Code ("hereinafter: "Civil Code") and Act CXX 2001 on capital market (hereinafter: "CMA") as follows:"

1. 1. Name and registered seat of the Company

2. Name of the Company:
   AKKO Invest Nyilvánosan Működő Részvénytársaság
3. Short name of the Company: AKKO Invest Nyrt.

1.2.A. English name of the Company:

AKKO Invest Plc.

1.3. Registered seat of the Company:

1118 Budapest, Dayka Gábor utca 5.

2. Scope of activities of the Company

1. Scope of activities of the company according to TEÁOR 2008:
   Main activity of the Company:
   64.20'08 Activities of holding companies
2. Other activites of the company:
   64.99'08 Other financial service activities, except insurance and pension funding n.e.c.
   66.19'08 Other activities auxiliary to financial services, except insurance and pension funding
   68.10'08 Buying and selling of own real estates
   68.20'08 Renting and operating of own or leased real estates
   68.31'08 Real estate agencies

68.32'08 Management of real estate on a fee or contract basis

70.10'08 Activities of head offices

70.21'08 Public relations and communication activities

70.22'08 Business and other management consultancy activities

74.90'08

Other professional, scientific and technical activities n.e.c.

81.10'08 Combined facilities support activities

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Countersigned in Budapest, on 21 April 2023, by

___________________________

Dr. Kapolyi József attorney-at-law BAR Association ID: 36062586

Unofficial translation

2.3 The Company may carry out activities subject of a licence, registration or professional qualification only in the possession of such a licence or professional qualification, or after the registration has taken place.

3. Duration, form of operation of the Company and entry into force of the change of form

1. The Company has been established for an indefinite time.
2. Form of operation of the Company: public limited company.
3. The Company is the general successor of PLOTINUS Vagyonkezelő Zártkörűen Működő Részvénytársaság (Cg. 05-10-000421), which had become the general successor of PLOTINUS
   Vagyonkezelő Korlátolt Felelősségű Társaság (Cg. 05-09-013338.) through its transformation.
4. The change of the company form shall enter into force on the day of registration by the Court of Registration.
   4. Share capital and shares of the Company

4.1. Share capital of the Company

1. HUF 833,880,000, that is, eight hundred and thirty-three million eight hundred and eighty thousand Forints, which fully consists of cash contribution.
2. The share capital of the Company has been fully paid up before the approval of this Articles of Association.
3. If the Company issues new shares later, the countervalue thereof shall be provided to the Company under the conditions set out in the relevant issuance decision.

4.2 Number, nominal value, type, classes of shares

1. A share is a registered, merchantable security with a nominal value that embodies membership rights. The share capital of the company consists of the following:
   33,355,200 pcs ("C" series) of ordinary registered shares with a nominal value of HUF 25 each. All these shares belong to the same series of shares.
2. The shareholders have provided their cash and non-cash contributions corresponding to the total issue value of the shares that they undertook to take over to the Company during the foundation and subsequent capital increases.

4.3 Method of production of the shares:

1. All the shares of the Company are produced in a dematerialised way.
2. The Company may only arrange the crediting of the dematerialised share on the securities account after the registration of the company (of the changes) and the full payment or provision of the share capital.
3. A dematerialized share is a set of data created, recorded, transmitted and registered electronically, which contains the content elements specified by separate legislation on securities in an identifiable manner and does not have a serial number.
4. In the case of dematerialised shares, the securities account kept for the shareholder by the securities trader shall include the name of the shareholder and other data necessary for the identification.

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Countersigned in Budapest, on 21 April 2023, by

___________________________

Dr. Kapolyi József attorney-at-law BAR Association ID: 36062586

Unofficial translation

4.3.5 In the case of dematerialised shares, until proven otherwise, the personon whose securities account the share is registered shall be considered the owner of the share.

5. Shareholder rights and obligations

1. A shareholder, in his capacity as such, is vested with the membership and property rights embodied by the share and determined by the law. Any discrimination between the shareholders holding shares holding the same series of shares in connection with the exercise of shareholder rights is prohibited.
2. The shares may be transferred freely in compliance with the provisions of this Articles of Association. Dematerialised shares are transferred by debiting or crediting the securities account.
3. The voting rights of the shareholder attached to the dematerialised registered shares of the Company that may be exercised at the general meeting are regulated in Section 6 of this Articles of Association.
4. Shareholders are entitled to a proportionate share (dividend) from the profit of the Company, which may be distributed in accordance with the applicable legislation as ordered for distribution by the general meeting in accordance with the resolution passed at the time of the approval of the accounts. If the general meeting decides to pay dividends or interim dividends, or the Management Board resolves to pay interim dividends, the starting date of the dividends or interim dividends payment shall be determined by the Management Board in a way that at least 10 business days shall pass between the publication of the notice and the starting date of the dividends or interim dividends payment.
5. Shareholder are entitled to dividends or interim dividends who are recorded in the shareholders' register based on the ownership identification on the reference date determined by the Management Board and announced in the notice regarding the payment of the dividends and interim dividends.
6. If the shares of the Company will be listedon the Budapest Stock Exchange, the final amount of the dividends shall be published at latest two Trading Days prior to the Ex-coupon Day based on the Regulation of Budapesti Értéktőzsde Zártkörűen Működő Részvénytársaság and the introduction and marketing rules (as that have been determined in the regulation named
   "Regulation on the introduction and marketing rules"). The Ex-coupon Day shall be at earliest the third Trading Day after the general meeting or the Management Board meeting determining the amount of the coupon.
7. The Management Board of the Company (or its agent) keeps a register of the shareholders holding registered shares and the shareholder proxys for each type of shares, in which the Management Board registers the name (company name), address (registered seat) of the shareholder, shareholder proxy, the series, number, nominal value of the shares owned by the shareholder, the ownership share of the shareholder and the time of the registration. If the shareholder is a part of the group of shareholders (see the definition in Article 8.20), the shareholders' register shall involve the names (company names) and addresses (registered seats) of the members of the group of shareholders, the series, number, nominal value of the shares owned by the group of shareholders, the ownership share of the group of shareholders and the registration date of the group of shareholders.

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Countersigned in Budapest, on 21 April 2023, by

___________________________

Dr. Kapolyi József attorney-at-law BAR Association ID: 36062586

Unofficial translation

1. It is not possible to enter in the shareholders' register who has provided so or who has acquired the shares in violation of the law or the Articles of Association regarding the transfer of the shares.
2. A transfer of registered share(s) is effective vis-à-vis the Company and the shareholder may exercise the shareholder rights vis-à-vis the Company only if the shareholder, i.e. the acquirer of the share, has been entered into the shareholders' register. The Management Board is obliged to immediately delete (have deleted) a shareholder from the shareholders' register who has provided so or who has acquired the shares in violation of the law or the Articles of Association regarding the transfer of the shares. Deleted data must remain identifiable. Shareholders may inspect the shareholders' register and request a copy of the part pertaining to them from the Management Board (or its agent), which the keeper of the shareholders' register must fulfil within five days. Third parties may inspect the shareholders' register.
3. Shareholders are entitled to take part at the general meeting, and ask for information or make observations and motions and, if the shareholder is holding shares with voting rights, vote according to the rules of this Articles of Association and the Civil Code.
4. Basd on a written request submitted at least eight days prior the general meeting, the Management Board shall provide the necessary information - through the discussion of the agenda item - regarding the part of the agenda to all shareholders three days prior the date of the General Meeting. The Management Board may only refuse providing information if it it is of the opinion it would violate the business secret of the company limited by shares. The Management Board shall provide information to the shareholders in this case as well if a resolution of the general meeting obliges the Management Board. The disclosure of of information notcontaining business secret may not be limited. However, shareholders may not inspect the business books and other business document of the Company.
5. Ahareholders holding at least one percent of the votes may request the Management Board in writing, indicating the reason, to add a question to the agenda of the general meeting. Shareholders can exercise this right within eight days after the publication of the notice convening the general meeting. Shareholders holding at least one percent of the votes may submit a proposal for resolution regarding the agenda items in writingwithin eight days after the publication of the notice convening the general meeting.
   6. Special provisions regardingcertain types of shares

6.1 Voting rights attached to the shares

1. A share embodies voting rights corresponding to its nominal value, except the law or, based on the law, the Articles of Association of the public limited company excludes or restricts the voting rights for a certain group of the shares. Shares with the same nominal value provide the same voting rights.
2. The ordinary shares of the company embody voting rights depending on the nominal value of the share. Accordingly, each ordinary share of the company with a nominal value of HUF 25 entitles to 1 vote.

6.2 Dividends attached to the shares

Shareholders are entitled to dividends from the profit to be distributed and ordered to be distributed by the general meeting, which is proportional to the nominal value of the

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Countersigned in Budapest, on 21 April 2023, by

___________________________

Dr. Kapolyi József attorney-at-law BAR Association ID: 36062586