A P P E N I N N V A G Y O N K E Z E L Ő H O L D I N G

N Y I L V Á N O S A N M Ű K Ö D Ő R É S Z V É N Y T Á R S A S Á G

A R T I C L E S O F A S S O C I A T I O N

i n u n i f i e d t e x t w i t h a m e n d m e n t s

APPENINN VAGYONKEZELŐ HOLDING

NYILVÁNOSAN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG

ARTICLES OF ASSOCIATION in unified text with amendments

Established by the Company's shareholders according the dispositions of Act V of 2013 on the Civil Code (Civil Code) as follows:

  1. Company Data

1)

company name:

APPENINN VAGYONKEZELŐ HOLDING PUBLIC

LIMITED COMPANY

in English:

APPENINN REAL ESTATE MANAGEMENT

HOLDING PUBLIC LIMITED COMPANY

2)

abbreviated name.

APPENINN Nyrt.

in English:

APPENINN Plc.

3)

registered seat:

1118 Budapest, Kelenhegyi út 43/B. épület 5. em. 1. a.

4)

company registry number:

01-10-046538

5)

registered by:

Court of Registration of the Metropolitan Tribunal

6)

company form:

public limited company

7)

term of duration:

indefinite

8)

main activity:

asset management (holding)

9)

other activities:

Buying and selling of own real estate

Renting and operating of own or leased real estate

Real estate agencies

Management of real estate on a fee or contract basis

  1. Share Capital of the Company
    1. The share Capital of the Company amounts to HUF 4,737,141,900. -,namely four billion, seven hundred thirty-seven million, one hundred forty-one thousand, nine hundred Hungarian forints in contribution in kind that has been fully transferred to Company.
    2. The share Capital of the Company consists of 47 371 419, namely forty-seven million, three hundred seventy-one thousand, four hundred nineteen dematerialised ordinary shares with the face value of HUF 100, that is, one hundred forints. The issue price at the time of foundation of the Company is identical to the nominal value of the shares. Payment of the nominal value/issue price of the shares was performed at the time of foundation of the Company and at different share Capital increases.
    1. Each ordinary share of the value HUF 100, that is, one hundred forint provides the right to submit 1, that is, one vote.
  1. Shares
    1. The dematerialised ordinary shares of the Company are electronic instruments identifiably containing all material information of securities, which are recorded, transmitted and registered electronically and having no serial number as defined in Act CXX of 2001 on the Capital market (Act on Capital Market). Name and other shareholder data required for identification are included on the securities account managed by the securities trading company. Transfer of shares is carried out through debiting and crediting the securities account. Until it is proved otherwise, the owner of the securities account of the share is to be considered the owner of the share.
    2. Before the share Capital increase is registered in the company registry a share certificate may be issued to shareholders about their performed monetary contribution. The share certificate is a personal share and cannot be transferred. Until is it proved otherwise, the share certificate proves the rights and obligations of the person identified therein towards the Company.
    3. After the share Capital increase is registered in the company registry, temporary shares can be issued for the value of the Capital increase and shareholders' completed monetary contribution regarding the claimed or subscribed shares until they are paid in full. Temporary shares are securities, share regulations apply for them, and transfer of temporary shares comes into effect when the share owner is registered in the Share Register. Shareholder of temporary shares can exercise his rights in proportion to the completed monetary contribution.
    4. Following payment in full for the share Capital or nominal value of the shares, shareholder can request the dematerialised share to be credited on his securities account. Company shall produce these shares 30 (thirty) days within completion of the payment even if no such shareholder request was submitted.
    5. Shares issued before the completed payment of the share capital or the nominal value are invalid.
    6. The Company shall not issue shares of consolidated denomination, and following issuance the capital stock cannot be transformed into shares of consolidated denomination.
    7. Shares can have multiple owners, whom the Company considers one shareholder, and their rights can be exercised only through a common representative, and multiple owners shall bear joint and several liability for their shares.
    8. Company shares are freely transferable, provision of the Civil Code on share transfer limitations shall not apply. Transfer of shares is carried out through debiting and

crediting the securities account. Until it is proved otherwise, the owner of the securities account of the share is to be considered the share owner.

  1. By General Meeting Resolution 2/2010 the Company made a decision about introducing 25,600,000, that is, twenty-five million and six-hundred thousand dematerialised ordinary shares of HUF 100 value to be listed in the securities section of the Budapest Stock Exchange Ltd. (seat: 1054 Budapest, Szabadság tér 7. Platina torony. I. ép. IV. em., hereinafter: BÉT) as a regulated market.

IV. Share Register

  1. The Board of Directors and its appointee shall keep a Share Register on the shareholders, also including owners of temporary shares, that includes the name and seat of the shareholder and the representative (hereinafter jointly referred to as the shareholder); in case of joint ownership, the name and seat of the common representative. It also includes the number of shares and temporary shares according to share series (the percentage of share ownership); and if it is announced to the person keeping the Share Register, the name, postal address and other data of the authorised representative required pursuant to Section 3:256 of the Civil Code. If the Board of Directors commissions another party with the keeping of the Share Register, this fact and the commissioned person's name shall be published in the Company Gazette and on the website of the Company.
  2. Transfer of a share is valid and shareholder can exercise its rights only if the shareholder is registered in the Share Register. In case the content of the Share Register is not determined by a process of ownership identification, the presentation of the document serving as a credible proof of the legal transaction regarding the exact share is required to register or to delete an entry in the Share Register,
    The Company shall initiate - most primarily when convening the General Meeting, or determining the shareholders right to dividend - a procedure of ownership identification anytime the content of the Share Register is determined. In case the procedure of ownership identification is initiated by the Company, the person keeping the Share Register deletes all entries valid at the time of the ownership identification, and at the same time registers the outcome of the process of the ownership identification.
    When the Company initiates an ownership identification for keeping the Share Register, the date of the ownership identification shall be considered as the date of the registration of the Shareholder.
  3. Upon such instruction by the shareholder or if the shares were acquired unlawfuliy or in breach of the Articles of Association, the shares cannot be registered in the Share Register. Except these cases, the person responsible for the keeping of the Share Register cannot reject immediate entry to the share ownership registry.

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Appeninn Vagyonkezelo Holding Nyrt. published this content on 19 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 October 2020 07:04:03 UTC