PROPOSAL TO TRANSFER THE SEAT OF S.E.

Boekel De Nerée N.V. Attorney’s at law Civil law notaries Vinoly Building Gustav Mahlerplein 2 1082 MA Amsterdam The undersigned:

1. Mr Gabor Zoltan Bojar, residing at 14 Lorant Ut, H-1125 (), born in Budapest (Hungary) on 27 March 1949;

2. Mr Zsolt Péter Róna, residing at Csokonai u. 1, H-7523 Kisasszond, (Hungary), born in Miskolc (Hungary) on 4 May 1942;

3. Mr Victor Leventhal, residing at 121 Heritage Oaks Place, CA 94507-1429 Alamo (USA), born in New York (USA) on 13 April 1944;

4. Mr Laurence Francis Orbach, residing at 43 Albert Court, London (UK), born in London (UK) on 23 May 1942;

5. Mr Dominic Josep Gallello, residing at 4-6 Jegesmedve, 1028 Budapest (Hungary), born in New York (USA) on 27 February 1955; acting in their capacity of members of the Board of Directors of Graphisoft SE, a European Company ("Europeese vennootschap"), having its Corporate Seat in Amsterdam and offices at Rokin 55, 1012 KK Amsterdam, registered with the Trade Register of the Amsterdam Chamber of Commerce under number 33278284, this company hereinafter referred to as: the ‘Company’;

WHEREAS

1. The Company is, and has always been, a company active from Hungary, with its operations mainly based in Hungary;

2. The Company has converted its legal form into an European Company (“SE”) in order to be able to transfer its statutory in the long/medium term;

3. The seat of the Company should be transferred to its centre of operations and place of listing on the Stock Exchange;

4. The articles of association of the Company be amended on the occasion of the transfer of the Company’s seat to Hungary in accordance with a draft which has been attached to this proposal as Annex I;

5. The Board of Directors has issued a report with regard to the economic and legal implications of the transfer, which is attached to this proposal as Annex II.

HEREBY MAKES A PROPOSAL TO TRANSFER THE LEGAL SEAT OF THE COMPANY

within the meaning of section 8 paragraph 2 of Regulation 2157/2001 of the European Union: (a) The Company intends to transfer its seat to Hungary. The proposed registered office shall be at Záhony u. 7, 1031 Budapest, Hungary. (b) The proposed new statutes of the Company are attached hereto as Annex I. (c) The transfer will have no implications on the rights of the Company’s employees, since the Company does not have any employees in the Netherlands. (d) The proposed timetable is attached as Annex III. (e) There are no limits on the rights of creditors. The rights of shareholders remain unaffected, save for the fact that they shall be subject to the laws of Hungary and the legal provisions governing the SE. The position of the shareholders is explained in Annex II, which contains a report by the Board of Directors with regard to the economic and legal aspects of the transfer, as well as any implications for shareholders, employees and creditors.

This proposal, together with the appendices and the other documents required by law, shall be deposited for inspection at the office of the commercial register where the Company is registered.

Such deposit shall be announced in a nationally distributed daily newspaper.

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ANNEX II: Report by the Board of Directors on the consequences of the proposed transfer of the seat of Graphisoft S.E.

Graphisoft S.E. (hereinafter “Graphisoft”) and its predecessor (Graphisoft N.V.) is, and has always been, a company headquartered in Hungary. Most of its operations are based in Hungary. Most of Graphisoft’s assets, including real-estate, are located in Hungary. As Hungary joined the EU, the need for its presence in the Netherlands no longer exists, and, following Graphisoft’s transformation to an S.E. (as of July 27th, 2005), the relocation from the Netherlands to its natural seat has become possible. By moving its seat to Hungary, Graphisoft also expects to save an estimated EUR 150,000 to 200,000 a year in administrative and legal expenses.

As Graphisoft only performs holding activities in the Netherlands and does not have any employees or any creditors there, the transfer of its seat to Hungary does not have implications for potential members of either of these groups.

The transfer of Graphisoft’s seat will have a few consequences for the shareholders, since after completion of the transfer, Graphisoft will be governed by the laws of Hungary and the applicable regulations governing an S.E.

Hungarian legislation has implemented Act XLV. on the European Company, effective as of 08-10-2004, duly in compliance with the provisions of Council Regulation 2157/2001/EC (hereinafter “the Regulation”) already governing Graphisoft SE since July 27th, 2005.

The Board of Directors – in accordance with Article 8 (3) of the Regulation– shall articulate the potential implications of the transfer for the rights of shareholders hereunder.

Section 6 (3) of the (Hungarian) Capital Market Act stipulates that only registered and, with the exception of government securities, dematerialised securities can be issued in the form of a public issue. Therefore, in order to enable the transfer of Graphisoft’s seat to Hungary, a conversion of shares has to take place, by which shares in Graphisoft shall be converted from the current bearer shares into registered shares.

To allow the conversion of shares and the registration in accordance with article 7.1 of the Draft Articles of Association, shareholders need to notify Graphisoft in writing of the following details:

1) Name of the shareholder/shareholder's representative ⁄ nominee/ (or both, if it is so required by law)/ in the case of jointly owned shares, the name of the joint representative; 2) Registered office (address) of the shareholder/shareholder's representative/nominee (or both, if it is so required by law)/ in the case of jointly owned shares, the registered office/address of the joint representative and 3) Number of shares held by the shareholder.

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Not affecting proprietary rights (e.g. ownership rights, transfer of the shares, etc.), a shareholder may exercise its rights over the Company (dividend payments, voting rights, etc.) only if the shareholder is registered in Graphisoft’s register of shares.

Section 7 (3) of the (Hungarian) Capital Market Act further stipulates that dematerialised securities are registered securities, which do not contain the serial number of the securities, but the name of the owner and the data for the owner's identification are contained in the securities account. Any person on whose securities account the share is credited shall qualify as the owner of a dematerialised registered share, unless evidence on the contrary exists. The securities account manager shall report the name (company name) and address (registered seat) of the shareholders, the quantity of shares owned by the shareholder by type and series of shares, and other data specified by law to the keeper of the register of shares (book of shares). This notification shall be made within five days of crediting the shares to the securities account.

Any and all rights attached to the bearer shares shall survive the conversion to registered shares and the owner of the converted shares shall be entitled to these rights without restrictions. These new shares must bear the name and seat of the issuing company, the rights attached to the shares, the nominal value, the date of issuance, the share capital and the amount of shares issued, the name of the issuer's representative who signed the dematerialised document and the security identification number of the share. The Board of Directors may appoint a clearinghouse, an investment enterprise or a financial institution to administer the register of shares. The Board of Directors of Graphisoft intends to appoint KELER (Központi Elszámolóház és Értéktár Rt.) in Budapest to administer the register of shares. Notice of such appointment will be published in the Cégközlöny and in the Magyar Tőkepiac (both official journals in Hungary).

The person whose name is registered in the register of shares shall be regarded as the shareholder of the Company as long as no evidence to the contrary exists. If the shareholder is represented by a nominee, the register of shares shall record the name of the shareholder's representative who shall in turn be obliged to name the shareholder represented. As proof of ownership, the Company shall accept the securities account extract issued as of the relevant date.

After the transfer of Graphisoft’s seat to Hungary, shares remain freely transferable without restrictions. Dematerialised ordinary shares are transferred by debiting the securities account of the seller and crediting the securities account of the purchaser. The new owner of dematerialised shares shall be obliged to notify the Board of Directors of Graphisoft of the acquisition of shares by presenting the securities account extract issued by the securities account holder along with the following information: (1) the name of the shareholder/shareholder's representative/nominee/ (in the case of jointly owned shares, the name of the joint representative), (2) the registered office (address) of the shareholder/shareholder's representative (or both, if it is so required by law, in the case of jointly owned shares, the registered office/address of the joint representative) and (3) the number of shares held by the shareholder.

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With regard to shareholder rights after the transfer from the Netherlands to Hungary in general, particularly transferability, priority rights and voting during general meetings, the Board of Directors refers to Articles 7 through 13 of the Draft Articles of Association of Graphisoft under Hungarian law, wherein the rights of shareholders are expressly laid down.

With regard to any other rights of shareholders after the transfer not expressly stipulated in this Annex, the Board of Directors refers to further articles of the Draft Articles of Association, publicly available as Annex I of the transfer proposal, and the applicable Hungarian law in general.

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