Graphisoft Park : Corporate Governance Report

(1031 Budapest, Záhony utca 7., Cg.:01-20-000002)

in accordance with the Corporate Governance Recommendations of the Budapest Stock Exchange

Graphisoft Park SE (1031 Budapest, Záhony utca 7. Cg. 01-20-000002; hereinafter "company") places great emphasis on implementing the Corporate Governance Recommendations and Guidelines, taking into account the relative small size of the group of companies formed by the company and its subsidiaries and its simple organisation structure (average of 19 employees, one- tier board, 5 members of the board of directors). The management of the company continuously improves its operational and monitoring practises.

The board of directors is continuously monitoring the operations of the company. The board of directors is holding its meetings more often than required, applying alternative methods (telephone, or other electronic communication methods), and requiring and receiving continuous information from the executive management (from the chief executive officer and the chief financial officer).

The board of directors and the executive management are performing their duties with continuous legal support, supplementing the necessary time frame and expenditure to ensure that all decisions are prepared responsibly, well founded financially and legally, taking into primary consideration the interests of the shareholders.

The company considers its primary duty to ensure that all shareholders may exercise their shareholders' rights and upholds the equal treatment of the shareholders principle.

The general meeting representing the supreme control of the operation of the company is prepared by the management in compliance with deadlines, through an established schedule laid down in writing, ensuring that all necessary information is available in time for decision making. Similarly to the previous years' practice the board of directors adopts propositions for all submissions on the agenda of the general meeting, further supporting the decision making of the shareholders.

The company should indicate whether it applies the relevant recommendation or not, and in the case of a negative answer, it should provide the reasons for not applying the given recommendation.

R 1.1.1 The Managing Body ensured that shareholders received access to information in time to enable them to exercise their rights.

R 1.1.2 The company applies the "one share - one vote" principle.

R 1.2.8 The company ensures that shareholders must meet the same requirements in order to attend at the general meeting.

R 1.2.9 Items on the general meeting agenda only include subjects which are correctly detailed and summarized clearly and unambiguously.

The proposals included the suggestions of the Supervisory Board and a detailed explanation of the effects of the decision.

R 1.2.10 Shareholders' comments on and supplements to the items on the agenda were published at least two days prior to the general meeting.

R 1.3.8 Comments on the items of the agenda were made available to shareholders simultaneously with registration at the latest.

Written comments made on the items on the agenda were published two working days prior to the general meeting.

R 1.3.10 The election and dismissal of executives took place individually and by separate resolutions.

R 2.1.1 The responsibilities of the Managing Body include those laid out in 2.1.1.

R 2.3.1 The Managing Body held meetings regularly, at times designated in advance.

The Supervisory Board held meetings regularly, at times designated in advance.

The rules of procedure of the Managing Body provide for unscheduled meetings and decision-making through electronic communications channels.

The rules of procedure of the Supervisory Board provide for unscheduled meetings and decision-making through electronic communications channels.

R 2.5.1 The Board of Directors / Supervisory Board of the company has a sufficient number of independent members to ensure the impartiality of the board.

R 2.5.4 At regular intervals (in connection with the CG Report) the Board of Directors / Supervisory Board requested a confirmation of their independent status from those members considered independent.

R 2.5.6 The company disclosed on its website the guidelines on the independence of the Board of Directors / Supervisory Board, as well as the criteria applied for assessing independence.

R 2.6.1 Members of the Managing Body informed the Managing Body (Supervisory Board/Audit Committee) if they (or any other person in a close relationship to them) had a significant personal stake in a transaction of the company (or the company's subsidiary).

R 2.6.2 Transactions between board and executive management members (and persons in close relationship to them) and the company (or its subsidiary) were conducted according to general rules of practice of the company, but with stricter transparency rules in place.

Transactions which according to 2.6.2 fell outside the normal course of the company's business, and their terms

and conditions were approved by the Supervisory Board (Audit Committee).

R 2.6.3 Board members informed the Supervisory Board/Audit Committee if they received an offer of Board membership or an offer of an executive management position in a company which is not part of the company group.

R 2.6.4 The Managing Body established its guidelines on information flow within the company and the handling of insider information, and monitored compliance with those guidelines.

The Managing Body established its guidelines regarding insiders' trading in securities and monitored compliance with those guidelines.

R 2.7.1 The Managing Body formulated remuneration guidelines regarding the evaluation and remuneration of the work of the Managing Body, the Supervisory Board and the executive management.

The Supervisory Board formed an opinion on the remuneration guidelines.

The guidelines regarding the remuneration for the Managing Body and the Supervisory Board and the changes in those guidelines were approved by the general meeting, as a separate item on the agenda.

R 2.7.2 The Managing Body prepared an evaluation of the work it carried out in the given business year.

R 2.7.2.1 The Supervisory Board prepared an evaluation of the work it carried out in the given business year.

R 2.7.3 It is the responsibility of the Managing Body to monitor the performance of and determine the remuneration for the executive management.

The frameworks of benefits due to members of the executive management that do not represent normal practice, and the changes in those benefits were approved by the general meeting as a separate agenda item.

R 2.7.4 The structure of share-incentive schemes were approved by the general meeting.

Prior to the decision by the general meeting on share-incentive schemes, shareholders received detailed information (at least according to those contained in 2.7.4Hiba! A hivatkozási forrás nem található.).

R 2.7.7 The Remuneration Statement was prepared by the company and submitted to the general meeting.

The Remuneration Statement includes information about the remuneration of individual members of the Managing Body, the Supervisory Board, and the executive management.