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Graphisoft Park SE Real Estate Development — Proxy Solicitation & Information Statement 2026
Mar 25, 2026
2012_rns_2026-03-25_5e6e7b41-9eee-4403-b139-eb3b7e852990.pdf
Proxy Solicitation & Information Statement
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GRAPHISOFTPARK
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Graphisoft Park SE Ingatlanfejlesztő Európai Részvénytársaság
(Graphisoft Park SE Real Estate Development European Company Limited by Shares)
(1031 Budapest, Záhony utca 7., Company Reg.No.: 01-20-000002)
based on Resolution No. 12/2026.03.26. of the Board of Directors
the Board of Directors convenes the General Meeting of the Company
to the registered seat of the Company at 1031 Budapest, Záhony utca 7.
(Graphisoft Park - Central Conference room)
at 10 a.m. on April 29, 2026 (Wednesday),
and hereby invites the Honorable Shareholders to this event.
In addition to personal attendance, the Board of Directors proposes and assures the Honorable Shareholders that, even if they are unable to attend the General Meeting in person, they may cast their votes by proxy. You can find detailed information on this under the Authorized Persons section.
The agenda of the General Meeting:
1) Approval of the report made by the Board of Directors about the management, financial situation, and business policies of the Company;
2) Approval of the report prepared by the Audit Committee and the report prepared by the auditor on the (individual) annual financial statements of the Company for the year 2025 prepared in accordance with the IFRS, on the consolidated annual financial statements prepared in accordance with the IFRS, and on the allocation of the profit after taxation;
3) Approval of the (individual) annual financial statements of the Company for year 2025 prepared in accordance with the IFRS, and the consolidated annual financial statements prepared in accordance with the IFRS;
4) The Board of Directors’ proposal regarding the allocation of the profit after taxation, decision on the allocation of the profit after taxation;
5) Decision on granting discharge of liability to the members of the Board of Directors and the CEO;
6) Decision on approval of the report on corporate governance;
7) Opinion vote on the remuneration report of the Company pursuant to Act LXVII of 2019 on the promotion of long-term shareholder involvement and the amendment of certain Acts for the purposes of legal harmonization;
8) Election of members of the Board of Directors and the Audit Committee and determination of their remuneration
9) Election of the Company’s auditor and determination of its remuneration;
10) Authorisation to acquire own shares;
11) Other
In the event the General Meeting convened to the above date does not have a quorum, the Board of Directors shall convene the reconvened General Meeting via this notice, to the above venue, to 10 a.m. on May 12, 2026 (Tuesday). The reconvened General Meeting shall have a quorum regardless of the number of the shareholders present, and their voting rights.
The shareholders and the officers of the Company shall attend the General Meeting.
Graphisoft Park SE
1031 Budapest, Záhony u. 7.
phone: +36 1 815 3400
fax: +36 1 368 6067
e-mail: [email protected]
www.graphisoftpark.com
GRAPHISOFTPARK
The shareholder shall be entitled to participate at the General Meeting, within the framework stipulated by Act V of 2013 request information, and also to submit proposals and motions, and, if they hold shares with voting rights, to vote. The provisions of this notice shall have to be fulfilled in order to participate at the General Meeting and to vote.
Authorized Persons
Shareholders shall have the right to participate not only in person, but also through a proxy, and one proxy may represent several shareholders. The power of attorney shall be submitted to the Company, in the course of the registration process, in the form of a public document or a private document representing conclusive evidence. In case of natural persons, the shareholders need to verify their identity by sufficient and reliable proof, in case of non-natural person shareholders, the representation rights of the persons signing the power of attorney or of the persons acting at the General Meeting on behalf of the non-natural person shareholders shall have to be verified by a document issued by the authentic public registration authority, not older than 30 days (for example both an extract from the companies register and a specimen of signature, together, not older than 30 days) or by a notarial deed. The deeds issued abroad must be presented in a proper form, in compliance with the laws governing the certification and legalization of documents issued abroad. The documents can be issued in Hungarian or English. A certified Hungarian or English translation has to be attached of any documents issued in other languages. The member of the Board of Directors or the auditor of the Company cannot be appointed as representative of the shareholder. The securities intermediary registered in the register of shareholders (share register), as the shareholder's proxy (nominee) may act on behalf of the shareholder according to the provisions of Act CXX of 2001 on the Capital Market.
In addition to the foregoing, the Board of Directors wishes to ensure that the Honourable Shareholders may also grant their proxy to persons appointed by the Company from its working structure. To this end, the Company will provide 2 persons who, acting as proxies, will be able to cast the votes of all shareholders who authorise them in writing to do so. A specimen of these proxies can be downloaded. In the specimen proxy forms, the Shareholders may indicate separately for each vote how their proxy should vote. Proxies must be submitted in a private document with full probative value, either electronically or on paper. Proxies not delivered by hand (in particular, proxies sent by post, courier or electronically) must be received by the Company no later than 6:00 p.m. on the day before the day of the General Meeting. Proxies delivered by hand may also be handed in at the registration. We would like to draw the attention of our Honourable Shareholders that the provisions of this section apply only to proxies granted to employees of the Company, and that general proxies will be accepted by the Company as described therein.
We hereby inform the Honourable Shareholders that the Articles of Association of the Company do not impose any limitation on the validity period of the proxy.
Entries in the share register
The name of the shareholder or nominee intending to attend the General Meeting must be entered into the register of shareholders by 6:00 p.m. on the second working day prior to the starting day of the General Meeting, 27 April 2026. Those shareholders shall be entitled to exercise their shareholders' rights at the General Meeting whose names are registered in the Register of Shares at 6 p.m. on the second working day prior to the starting day of the General Meeting 27 April 2026. The Company will request the ownership identification from KELER Zrt. for the time of the General Meeting. The rules governing ownership identification are the then current General Business Rules of KELER Zrt. The securities intermediaries shall be obliged to provide for registration of the shareholders in the register of shareholders. The securities intermediaries provide information to the shareholders about the time limit set for execution of the orders submitted to the securities intermediaries for making the entries into the register of shareholders. The
Graphisoft Park SE
1031 Budapest, Záhony u. 7.
phone: +36 1 815 3400
fax: +36 1 368 6067
e-mail: [email protected]
www.graphisoftpark.com
GRAPHISOFTPARK
Company shall not undertake any liability for the consequences arising from any failures by the securities intermediaries. Time for closing the register of shareholders: 27 April 2026, 6 p.m.
Based on the provisions of Article 153 (3) of Act CXX of 2001 on the Capital Market the Company invites all shareholders' proxies to disclose the names (company names) of the represented shareholders along with their addresses (registered addresses) and number of shares owned until the opening of the General Meeting at the latest. Should the shareholder proxy fail to make the required disclosure, the shareholder proxy will not be entitled to exercise voting rights on the General Meeting.
Closure of the Register of Shares shall not restrict the right of the shareholder entered therein to transfer shares after such closure. The transfer of a share before the opening day of the general meeting but after the closing of the share register does not exclude the right of the person entered in the share register to attend the general meeting and exercise the rights he or she is entitled to as a shareholder.
Information, additions to the agenda, attendance
For items on the agenda of the General Meeting, the Board of Directors shall be obliged to provide the shareholders with the information necessary to discuss any and all items on the agenda of the General Meeting, so that the shareholders – upon a written request filed at least eight days prior to the General Meeting – shall receive the necessary information at least three days prior to the General Meeting.
Shareholders who have minimum one per cent of the votes are entitled to request any additions to the agenda of the General Meeting, in writing, within the time limit stipulated by law, by indicating the reasons thereof, or to submit proposals for resolutions in connection with the agenda.
Method of holding the General Meeting: with attendance in person. The General Meeting shall be held in Hungarian.
Voting rights:
- each “A” series ordinary share shall entitle to one vote per share;
- each “B” series employee share shall entitle to one vote per share. Chapter 13 of the Articles of Association [Quorum, Voting, Voting rights], and the further rules specified in the Management Share Option Plan shall be applied in terms of the voting rights vested in the employee shares.
The Company shall disclose the summary about the number of the shares and of the voting rights existing at the date of the convocation (as well as the separate summary on the different series of shares), and the proposals to the agenda and the draft resolutions, at least twenty one days prior to the General Meeting, according to the provisions of Section 35 of the Articles of Association, with due consideration of Article 3:272 (3) b) of the Hungarian Civil Code, on the March 25th 2026.
The submissions and proposals for resolutions put on the agenda of the General Meeting will be available at the Company’s website at www.graphisoftpark.com as well.
The shareholders are entitled to request that the published and publicly disclosed materials of the General Meeting be sent to them electronically. Such requests can be filed in person at the registered office of the Company, or via post or in e-mail to [email protected].
The company event COAF identifier is HU20260325022832
Budapest, March 25th 2026
Graphisoft Park SE
Graphisoft Park SE
1031 Budapest, Záhony u. 7.
phone: +36 1 815 3400
fax: +36 1 368 6067
e-mail: [email protected]
www.graphisoftpark.com