The Issuer has concluded a contract of contribution in kind with DC-INI Vagyonkezelő Korlátolt Felelősségű Társaság (registered seat: 9022 Győr, Bajcsy Zs. út 52. b. ép. I. em., corporate registry number: 08-09-031244; hereinafter: “DC-INI”) to acquire a quota of INICIÁL AUTÓHÁZ Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság (registered seat: 9028 Győr, Külső Veszprémi utca 6.; corporate registry number: 08-09-010382; hereinafter: “INICIÁL”) of HUF 40,000,000 nominal value, representing 40% of its equity (“Quota”) by the Issuer. 

Pursuant to such contract of contribution in kind, DC-INI shall make available the Quota to the Issuer as non-pecuniary contribution, in return for the Issuer’s newly issued ordinary shares. 

Having regard to this, the Issuer’s Board of Directors has resolved on the issuance of a total of 13,589,503 dematerialized ordinary registered shares of series “C”, in the nominal value of HUF 12.50 and at an issue price of HUF 85.36 per share. As a result, the Issuer’s capital stock shall be increased by HUF 169,868,791 from HUF 3,557,164,043 to HUF 3,727,032,834, while the remaining amount of HUF 990,131,209 shall be included in the Issuer’s capital reserve. 

Pursuant to Section 3:296 (3) of the Hungarian Civil Code, the Issuer shall authorize DC-INI to accept the totality of the shares to be newly issued as provided above, and to supply a final statement of commitment. DC-INI previously made a commitment to accept the totality of the shares to be newly issued and to contribute the Quota. Furthermore, DC-INI made the following commitment in respect of the share package of 5 million pieces, received in consideration for the contribution in kind: 

1. the ordinary shares may be sold only after 31 May 2021; 
2. the annual quantity sold may not exceed one third of the quantity of ordinary shares; 
3. the quantity allowed to be sold daily may not exceed 20% of the average daily liquidity of 180 days; 
4. the minimum sales price shall be 85% of the of the 30-day average price, under the proviso that no sales offer may be submitted which is 10% lower than the day trade opening price (this restriction shall apply to both stock exchange transactions and OTC transactions); 

The newly issued shares shall be listed on the regulated market of BÉT by the Issuer. 

The preliminary value of the contribution in kind was specified by the auditor hired by the Issuer, TRUSTED ADVISER Könyvvizsgáló és Tanácsadó Kft. (registered seat: 1082 Budapest, Baross utca 66-68. 3. em. 11., registration number: MKVK 005784; personally responsible auditor: Zsolt Szovics, chamber member auditor, managing director, chamber registration number: 002588), in its independent auditor’s report dated 25.06.2020. 

Dated: Budapest, 02 July 2020.
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