Graphisoft Park Ingatlanfejleszto Európai Reszvenytársaság : CG Declaration

Corporate Governance Report - 2023

Graphisoft Park SE Ingatlanfejlesztő Európai Részvénytársaság

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

in accordance with the Corporate Governance Recommendations of the

Budapest Stock Exchange

General Information on the report of Corporate Governance

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 relatively small size of the group of companies formed by the company and its subsidiaries and its simple organization structure (in average 24 employees, one-tier board, 6 members of the Board of Directors). The management of the companycontinuously improves its operational and monitoring practices.

The Board of Directors presents its Corporate Governance Report for the business year 2023 tothe attention of the General Meeting in the form below as prescribed by the Corporate Governance Recommendations of the Budapest Stock Exchange and by the provisions of Act 5 of 2013 on the Civil Code.

A brief presentation of the operation of the Board of Directors/ Governing Board andthe

management, distribution of duties and responsibilities.

The Board of Directors consists of 5 to 11 members. The Directors are all natural persons. Themajority of the members of the Board of Directors must qualify as "independent person". Boardmembers are regarded as independent if they have no legal relations with the Company other than their membership of the Board of Directors. The Board of Directors establishes its own rules of procedure ("Rules of Procedure") in accordance with the provisions of the Articles of Association and the Civil Code. The Board of Directors has a quorum if the majority of the members of the Board of Directors are present at the meeting or during the alternative decision-making procedure.

The Board of Directors is continuously monitoring the operations of the company. The Board of Directors holds its meetings more often than required, applying alternative methods (telephone,or other electronic communication methods). It requires and receives information continuously from the executive management. The Board of Directors does not take part in the dailymanagement of the operations of the company.

The Board of Directors and the executive management are performing their duties withcontinuous

legal support, supplementing the necessary time frame and expenditure to ensure

that all decisions are prepared responsibly, well founded financially and legally, taking intoprimary consideration the interests of the shareholders.

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An introduction of the management / Board of Directors, the audit committee and theirmembers

(with indicating the status of independence with each member) and the composition of each

committee.

Gábor Bojár: chairman of the Board of Directors. Non-independent, represents the company individually.

János Kocsány: member of the Board of Directors, chief executive office. Non-independent, represents the company individually as chief executive officer.

András Szigeti: member of the Board of Directors. Independent, represents the companyjointly.

Dr. János Kálmán: member of the Board of Directors and the audit committee. Independent, represents the company jointly.

Péter Hornung: member of the Board of Directors and the audit committee. Independent,represents the company jointly.

Dr. György Martin-Hajdu: member of the Board of Directors and the audit committee. Independent, represents the company jointly.

Ildikó Farkas: CFO and member of the Board of Directors from 28.04.2023, non-independent, employee.

Zsuzsa Pálfalvi: director of operations, employee, also acted as the managing director of Graphisoft Park Services Kft (operating subsidiary) until 31.12.2023.

The company is operating with a one-tier board, the audit committee members are drawn fromthe independent members of the Board of Directors. The chief executive officer responsible forthe daily operation of the company is a non-independent member of the Board of Directors. Member resumes are accessible on the company's website.

https://www.graphisoftpark.hu/eng/Investor Relations - Corporate Governance

Frequency of the meetings of the Board of Directors and the audit committeein the

reporting period, with participation rates.

Audit Committee meetings: 2.

Participation rate: 100%

Meetings of the Board of Directors: 8

Participation rate: 100%

Considered factors for the evaluation of the Board of Directors, the Supervisory Board,the

executive management, and its members.

Reference shall be made to the changes based on the evaluation in the reported period

The Board of Directors and the audit committee examined each of the members before decidingon any matter for possible conflicts of interest.

All members participated in meetings of the Board of Directors and the audit committee.

Before strategic and high impact decisions all members had unrestricted access to information. Implementation of the decisions were monitored by the members.

The Board of Directors and the audit committee had fulfilled their duties prescribed by law andby the Articles of Association.

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The company does not evaluate the members individually.

Report on the activities of each committee, including the introduction of the members ofthe

committees, the number of meetings held and participation rates, relevant issues discussed at the

meetings and the operation of the committees. If the Board of Directors passed a resolution contrary to the recommendations of the audit committee, the presentation of the operations of the audit committee shall indicatesuch event (as well as the reasons of the Board of Director's action).

The audit committee convened twice. The meeting was attended by all members.The more important matters discussed were:

• reviewing the company's yearly activities
• reviewing and commenting the IFRS consolidated and individual reports
• controlling of the dividend payments
• approving its own report and submitting it to the general meeting
• examining the EUR subscription and the possibility of EUR dividend payment
• examining and commenting on the auditor's proposal

The introduction of the members can be found under the title "An introduction of the management / Board of Directors, the audit committee and their members (with indicating the status of independence with each member) and the composition of each committee." Members' CVs can be found at https://www.graphisoftpark.hu/eng/Investor Relations - Corporate Governance.

The Board of Directors did not pass a resolution contrary to the recommendations of the audit committee.

Presentation of internal controls, evaluation of its application in the reported period. Presentation on the efficiency and effectiveness of risk management procedures. (Information on the availability of the report on internal controls by the Board of Directors by shareholders.)

The size of the company does not justify the establishment of a separate function outside the internal control system exercise. Responsibilities for considering and managing financial risks are performed by the Board of Directors as a whole on an ongoing basis. The system of internal controls established by the Board of Directors and management ensures that the risks affecting the company's activities are managed and that the company's objectives are achieved. Due to the size of the company and the group, there is no dedicated internal control function, all financial commitments are directly approved by management and all financial settlements require at least two approvers, and above a certain threshold, at least three approvers. The avoidance and prevention of abuse is a declared and priority criterion in the selection of partners and colleagues. The financial statements comply with International Financial Reporting Standards (IFRS).

The company's smaller structure allows the management and the Board of Directors to be informed directly of all material information and risk.

The management directly approved all financial commitments.

Information on whether the auditor performedany

activities not related to auditing.

Yes, the auditor audited the interim balance sheets (audit related service)

Overview on the company's disclosure policy, and policy on insider

trading

Publication policy: the company is committed to operate transparently. It aims to publish reliable and

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accurate information regarding its existing and expected financial status and conditions meeting and exceeding its legal obligations and the requirements articulated in the recommendations from the stock exchange.

Insider trading policy: the company implemented a comprehensive policy regarding insider trading and market manipulation, which covers all employees of the company and its subsidiaries, as well as all persons required by law and persons abiding its provisions voluntarily by declaration. The policy defines the meaning and scope of insider information, persons accessing insider information, the procedures and persons responsible for classifying information as insider information and the rules for publishing insider information.

The company monitors regulatory actions, agency decisions and recommendations and reviews its policies as needed from time to time.

The small size of the organization structure allows the management to exercise comprehensivecontrol.

Overview description on exercising shareholders' rights and brief overview on rules on the

conducting of the General Meeting

The company allows the exercise of shareholder rights as prescribed in the Act 102 of 2011 onregulated real estate investment companies and in its Articles of Association.

The shareholder must be entered into the register of shareholders to be able to exercise his/her/its rights.

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.

Shareholders shall have the right to participate not only in person, but also through a proxy, andone proxy may represent several shareholders. The power of attorney shall be submitted to theCompany, in the course of the registration process, in the form of a public document or a privatedocument representing conclusive evidence.

In case of natural persons, the shareholders need to verify their identity by sufficient and reliableproof, 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 authenticpublic 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 notarialdeed.

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 beissued in Hungarian or English. A certified Hungarian or English translation has to be attachedof any documents issued in other languages. The Chairman of the General Meeting or a memberof the Board of Directors or the auditor of the Company cannot be appointed as representativeof 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 provisionsof Act CXX of 2001 on the Capital Market.

The name of the shareholder or nominee intending to attend the General Meeting must be entered into the register of shareholders until the second working day prior to the starting day of the General Meeting. 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. onthe second working day prior to the starting day of the General Meeting.

The Company will request the ownership identification from KELER Zrt. for the time of the General

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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 Company shall not undertake any liability for the consequences arising fromany failures by the securities intermediaries.

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 leasteight days prior to the General Meeting - shall receive the necessary information at least threedays prior to the General Meeting

Shareholders who have minimum one per cent of the votes are entitled to request any additionsto 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 shallbe 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 material data of the draft annual statements prepared accordingthe Accounting Act, and of the reports of the Board of Directors and the Audit Committee, thesummary 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), as well as the proposals to the agenda items 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, withdue consideration of Article 3:272 (3) b) of the Hungarian Civil Code.

Voting procedures employed by the company allows the voting results to be clearly and efficiently determined and are adjusted to the number of participants.

The Board of Directors and the audit committee is represented on the General Meeting.

Right to receive dividend, payment of dividends: governed by and carried out in accordance with the provisions of the Civil Code, the law on regulated real estate investment companies and the Articles of Association. Turning dates are published in the general meeting invitation and the dividend announcement.

The company designates an officer who is responsible for investor relations. The designated officer can be contacted directly.

The Articles of Association is published on the Company's website.

Demonstration of the issuer's compliance with Chapter IV of Act LXVII of 2019 on the promotion of long-term shareholder involvement and the amendment of certain Acts for the purposes of legal harmonisation

The remuneration package, adapted to the size of the Company and the Group, consists of the following elements: annual income and employee shares.

In 2014, the Company launched a medium and long-term incentive program, the Management Share Option Plan, which aims to encourage management to increase the value of the Company in a long-term

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and sustainable manner, thereby aligning management and shareholder interests more closely.

The primary objective of the Management Share Option Plan is to enable senior employees to participate meaningfully, through Management Share, in decisions which fall within the exclusive competence of the Board of Directors, while ensuring the primacy of the interests of the Company and, where necessary, acting within the limits of the law, against attempts to influence the Company in a way which is prejudicial or dangerous to its interests and its reasonable functioning.

At the same time, the Management Share Option Plan is also designed to attract the best possible workforce to fill positions of significant responsibility in order to reward and encourage senior employees over the long term, and to retain and provide further incentives to senior employees already in such positions.

The Board of Directors has the possibility to offer employee shares under the Management Share Option Plan.

The rights attached to the employee share are fully set out in the Company's Articles of Association.

The Board of Directors is of the opinion that the Management Share Option Plan (including its amendments), which was introduced in 2014, provides a simple, clear and transparent system for the Company's business strategy, adapted to the size of the Group, aligns and thereby ensures the short and long-term interests of management and shareholders, and is sustainable based on the dividend entitlement of the ordinary shares.

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Remuneration report

for the financial year 2023

The Company has prepared this Remuneration Report for the financial year 2023 (the "Report") in accordance with the provisions of Act LXVII of 2019 on the promotion of long-term shareholder involvement and the amendment of certain Acts for the purposes of legal harmonisation and the remuneration policy approved by the General Meeting of Shareholders of the Company with a view to expressing an opinion.

The Company has a one-tier governance system, the members of the Audit Committee shall be elected from among the members of the Board of Directors.

The remuneration report covers the remuneration of the members of the Board of Directors and the Audit Committee, the dividends received on employee shares allocated under the Management Share Ownership Plan and the directors' remuneration.

Remuneration of members of the Board of Directors and Audit Committee in 2023

Gábor Bojár

In 2023, the Chairman of the Board of Directors received a gross monthly remuneration of EUR 2,000, and a gross annual remuneration of EUR 24,000.00. He had no other remuneration, benefits or compensation. There were no changes compared to the previous year, the remuneration remained unchanged from 1 May 2020. Before 1 May 2020 his remuneration was HUF 600.000,- per gross per month as of 26 April 2018.

János Kocsány

The remuneration of the member of the Board of Directors was EUR 1.000,- gross per month in 2023, and EUR 12.000,- gross annually. There were no changes compared to the previous year, the remuneration remained unchanged from 1 May 2020. Before 1 May 2020, the remuneration was HUF 300.000,- gross per month as of 26 April 2018. János Kocsány, as CEO of the company, also received remuneration and dividends on his employee shares.

András Szigeti

The remuneration of the member of the Board of Directors was EUR 1.000,- gross per month in 2023, and EUR 12.000,- gross annually. He had no other remuneration, benefits or compensation. There were no changes compared to the previous year, the remuneration remained unchanged from 1 May 2020. Before 1 May 2020 his remuneration was HUF 300.000,- per gross per month as of 26 April 2018.

Ildikó Farkas

The remuneration of the member of the Board of Directors from her election of 28 April 2023 was EUR 1.000,- gross per month in 2023, and EUR 8.067,- gross annually. Ildikó Farkas, as CFO of the company, also received remuneration and dividends on her employee shares.

Péter Hornung

The remuneration of the member of the Board of Directors and the member of the Audit Committee was EUR 1.000,- gross per month in 2023, and EUR 12.000,- gross annually. He had no other remuneration, benefits or compensation. There were no changes compared to the previous year, the remuneration remained unchanged from 1 May 2020. Before 1 May 2020 his remuneration was HUF 300.000,- per gross per month as of 26 April 2018.

Dr. János Kálmán

The remuneration of the member of the Board of Directors and the Chairman of the Audit Committee was EUR 1.500,- gross per month in 2023, and EUR 18.000,- gross annually. He had no other remuneration, benefits or compensation. There were no changes compared to the previous year, the remuneration remained unchanged from 1 May 2020. Before 1 May 2020 his remuneration was HUF 300.000,- per gross per month as of 26 April

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2018.

Dr György Martin-Hajdu

The remuneration of the member of the Board of Directors and the member of the Audit Committee was EUR 1.000,- gross per month in 2023, and EUR 12.000,- gross annually. He had no other remuneration, benefits or compensation. There were no changes compared to the previous year, the remuneration remained unchanged from 1 May 2020. Before 1 May 2020 his remuneration was HUF 300.000,- per gross per month as of 26 April 2018.

Dividends on employee shares1

János Kocsány, CEO was entitled to receive dividends on employee shares under the Management Share Ownership Plan approved by the General Meeting of Shareholders. In 2023, the amount of his performance- based dividend under the Management Share Ownership Plan was: HUF 92.782.907.

Number of employee shares: 923.213 shares

Number and date of owned employee shares issued and repurchased as of December 31, 2023: 518.443 shares issued - 30 September 2020, 866.376 shares issued - 11 March 2022, 461.606 shares repurchased - 6 April 2023

The issue and the repurchase were decided by the Board of Directors on the basis of the Management Share Ownership Plan. The entitlements and clawback options for employee shares are set out in the Management Share Ownership Plan.

Annual changes	2023.	2022.	2021.	2020.	2019.
in remuneration
(HUF)
	92.782.907	73.395.407	61.694.717	59.010.304	52.532.676

Ildikó Farkas, CFO was entitled to receive dividends on employee shares under the Management Share Ownership Plan approved by the General Meeting of Shareholders. In 2023, the amount of her performance- based dividend under the Management Share Ownership Plan was: HUF 9.045.000. In the case of the performance-based dividend, it was taken into account that in 2022 she was the CFO only from the second half of the year.

Number of employee shares: 90.000 shares

Number and date of owned employee shares issued as of December 31, 2023: 90.000 shares - 6 April 2023

The issue was decided by the Board of Directors on the basis of the Management Share Ownership Plan. The entitlements and clawback options for employee shares are set out in the Management Share Ownership Plan.

Annual changes	2023.	2022.		2021.	2020.	2019.
in remuneration
(HUF)
actual	9.045.000		0	N/A	N/A	N/A
projected for a	18.090.000		0	N/A	N/A	N/A
full year2

Zsuzsa Pálfalvi, Director of Operations, was entitled to receive dividends on employee shares under the

1. Due to the nature of dividend payments for employee shares, the period of employment that generates eligibility for dividend (the given fiscal year) and the time of payment of the dividend (the year following the fiscal year, when the General Meeting decides on the dividend payment) differ. The report indicates the payment dates.
2. the amount projected for the entire year does not include the actual payment, but in the case of fractional years the amount projected for the entire year so that it can be compared with other annual amounts

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Management Share Ownership Plan approved by the General Meeting of Shareholders. In 2023, the amount of her performance-based dividend under the Management Share Ownership Plan was: HUF 12.060.000.

Number and date of employee shares issued: 120.000 shares - 6 April 2023

Number and date of employee shares redeemed: 120.000 shares - 27 November 2023

The issue and the redemption were decided by the Board of Directors on the basis of the Management Share Ownership Plan. The entitlements and clawback options for employee shares are set out in the Management Share Ownership Plan.

Annual changes	2023.	2022.		2021.		2020.		2019.
in remuneration
(HUF)
	12.060.000		0		0		0	0

Sándor Bihari, former CFO, till 30 June 2022, was entitled to receive dividends on employee shares under the Management Share Ownership Plan approved by the General Meeting of Shareholders.

Annual changes	2023.	2022.	2021.	2020.	2019.
in remuneration
(HUF)
	N/A	26.041.444	11.812.178	0	N/A

Annual basic salaries and other allowances

Annual basic salary of János Kocsány, CEO in 2023: HUF 14.400.000,-; fringe benefits: HUF 861.169,-;

employee share repurchase: HUF 3.481.802,-.

Annual changes	2023.	2022.	2021.	2020.	2019.
in remuneration
(HUF)
	18.742.991	15.080.000	15.080.000	15.080.000	15.080.000

Annual basic salary of Ildikó Farkas, CFO in 2023: HUF 15.180.000,-; fringe benefits: HUF 1.117.189,-.

Annual changes	2023.	2022.	2021.	2020.	2019.
in remuneration
(HUF)
	16.297.189	8.819.000	N/A	N/A	N/A

Annual basic salary of Zsuzsa Pálfalvi, Director of Operations in 2023: HUF 20.558.999,-;fringe benefit:

HUF 1.117.189,-; bonus: HUF 150.376,-; severance pay: HUF 20.342.184,-; employee share repurchase: HUF 909.816,-.

Annual changes	2023.	2022.	2021.	2020.	2019.3
in remuneration
(HUF)
with severance	40.078.564	22.673.000	18.480.000	16.815.682	9.027.500
payment
without	22.736.380	22.673.000	18.480.000	16.815.682	9.027.500
severance
payment4

1. was on partial leave in 2019
2. the amount calculated without severance payment was presented for the sake of comparability

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Annual remuneration of Sándor Bihari, former CFO, till 30 June 2022.

Annual changes	2023.	2022.	2021.	2020.	2019.
in remuneration
(HUF)
	N/A	21.434.129	19.880.000	9.940.000	N/A

Summary

In 2023, fixed and variable remuneration components were found for János Kocsány, CEO, Ildikó Farkas, CFO and Zsuzsa Pálfalvi, Director of Operations. Their ratio:

Name	/	Fixed	Variable	Total	Fixed	Variable
Remuneration in	remuneration	remuneration	remuneration	remuneration	remuneration
2023 (HUF)				rates	rates
János	Kocsány,	23.346.701	92.782.907	116.129.608	20%	80%
CEO
Ildikó Farkas, CFO	19.364.494	9.045.000	28.409.494	68%	32%
Ildikó	Farkas,
CFO,	with	19.364.494	18.090.000	37.454.494	52%	48%
projected	amount
for a full year5
Zsuzsa	Pálfalvi,
Director	of	43.078.564	12.060.000	55.138.564	78%	22%
Operations
Zsuzsa	Pálfalvi,
Director	of	22.736.380	12.060.000	34.796.380	65%	35%
Operations, without
severance payment6

In 2022, fixed and variable remuneration components were found for János Kocsány, CEO and Sándor Bihari, former CFO. Their ratio:

Name		/	Fixed	Variable	Total	Fixed	Variable
Remuneration	in	remuneration	remuneration	remuneration	remuneration	remuneration
2022 (HUF)					rates	rates
János	Kocsány,	19.775.960	73.395.407	93.171.367	21%	79%
CEO
Sándor Bihari, CFO	21.434.129	26.041.444	47.475.573	45%	55%

The Company has not applied performance criteria other than the Management Share Ownership Plan.

The Company has had no non-executive employees in the last five financial years.

Based on the fulfilled criteria, legitimately paid variable remuneration (dividends) cannot be reclaimed.

Changes compared to the previous financial year: the remuneration of the members of the Board of Directors has not changed in the financial year 2023. The members of the Board of Directors and the Audit Committee

1. the amount projected for the entire year does not include the actual payment, but in the case of fractional years the amount projected for the entire year so that it can be compared with other annual amounts
2. the amount calculated without severance payment was presented for the sake of comparability

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