FotexHolding

AGM Information • Apr 19, 2022

FOTEX HOLDING, Société européenne Registered office: 272, rue de Neudorf, L-2222 Luxembourg, Grand-Duchy of Luxembourg RCS Luxembourg B-146938 (the "Company")

MINUTES OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY HELD ON 19™ APRIL. 2022

The annual general meeting of the shareholders of the Company, hereinafter referred to as the "Meeting", held at the registered office of the Company situated at 272, rue de Neudorf, L-2222 Luxembourg, is opened at 2:30 p.m. under the chairmanship of Ms. Veronika SZABO-PUSKA hereinafter referred to as the "Chairperson".

The Meeting appoints Mr. Francois MEUNIER as scrutineer, hereinafter referred to as the "Scrutineer", and Ms. Veronique REMY as secretary, hereinafter referred to as the "Secretary".

The Chairperson, the Scrutineer and the Secretary are forming the bureau of the Meeting, hereinafter referred to as the "Bureau".

The Chairperson declares and the Meeting acknowledges, agrees that:

• As a result of the coronavirus and the COVID-19 crisis, the Luxembourg government declared a state of emergency and introduced a number of measures on March 20th, 2020. These measures were extended several times, by the law of June 20, 2020, the law of September 23th, 2020, the law of November 25th, 2020, the law of June 30, 2021 and by the law of December 17th, 2021. Among these are provisions all Luxembourg companies, private or listed, to hold their shareholders' meetings (including the annual general meetings) without any person attending in person in order to prevent the spreading of the virus at such meetings.

Accordingly, as per the convening notice disseminated to the shareholders, in the present Meeting shareholders may exercise their rights exclusively by having appointed a special proxy chosen by the Company and mentioned in the proxy form which was made available to all shareholders;

• The notice to attend this meeting was published by the board of directors (the "Board of Directors") in the newspaper Le Quotidien with national circulation on March 18th, 2022 and in Recueil électronique des sociétés et associations (RESA no.: RESA_2022_058.3) also on March 18th, 2022. Furthermore, the announcement to convene this meeting was disseminated on the website of Bourse de Luxembourg and the Company on the same day, March 18th, 2022. The shareholders represented acknowledge that they have been duly called to attend and also declare that they have had prior knowledge of the agenda;
• The shareholders represented, together with the amount of their shareholding, are entered into an attendance list which will remain attached to these minutes, duly signed by the representatives of the shareholders and also by the Bureau;
• Pursuant to the attendance list, shareholders owning 35,609,796 ordinary shares with voting rights issued by the Company out of a total of 70,723,650 ordinary shares (hereinafter referred to as the "Share Capital") are represented which represent 50.35% of the Share Capital;
• Consequently, the Meeting is duly constituted and can validly deliberate on the following agenda:

AGENDA

• 1.) Presentation and approval of the reports established by the Board of Directors of the Company concerning the Company's annual statutory accounts as at December 31st, 2021 and the consolidated financial statements as at December 31st, 2021;
• 2.) Presentation and approval of the reports established by the auditors of the Company concerning the Company's annual statutory accounts as at December 31st, 2021 and the Company's consolidated financial statements as at December 31st, 2021;
• 3.) Presentation and approval of the Company's annual statutory accounts as at December 31®, 2021 and the consolidated financial statements as at December 31st, 2021;
• 4.) Allocation of the results;
• 5.) Decision on distribution of dividends:
• 6.) Discharge to the Board of Directors, the Audit Committee;
• 7.) Election of the Board of Directors, establishment of their remuneration;
• 8.) Election of the Audit Committee, establishment of their remuneration;
• 9.) Election of the Statutory Auditor to audit the statutory annual accounts of the Company;
• 10.) Election of the Auditor to audit the consolidated financial statements of the Company;
• 11.) Miscellaneous.

After having duly considered the items of the Meeting adopts the following resolutions:

I. The Chairperson presents the reports established by the Board of Directors of the Company concerning the statutory annual accounts and the consolidated financial statements as at December 31st, 2021,

FIRST RESOLUTION

vote for: 35,609,796 vote against: 0 abstentions: 0

After having heard the presentation by the Chairperson of the reports established by the Board of Directors of the Company concerning the statutory annual accounts and the consolidated financial stat December 31st, 2021 the reports have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.

II. The Chairperson submits the reports established by the auditors concerning the Company's statutory annual accounts drawn-up in accordance with Lux GAAP and the Company's consolidated financial statements drawn-up in accordance with IFRS concerning the Company's financial year ending as at December 31st, 2021.

SECOND RESOLUTION

vote for: 35,609,796 vote against: 0 abstentions: 0

The reports established by the auditors of the Company have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.

III. sheet, profit and loss account and the accompanying notes) as at December 31st, 2021 and the Company's consolidated financial statements as at December 31\$, 2021 as presented by the Board of Directors of the Company.

THIRD RESOLUTION

vote for: 35,609,796 vote against: 0 abstentions: 0

The Company's statutory annual accounts (the balance sheet, profit and loss account and the accompanying notes) as at December 31*, 2021 and the Company's consolidated financial statements as at December 31st, 2021 have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital.

The total of the balance sheet of the statutory annual accounts as at December 31st, 2021 amounts to EUR 269,576,003.99 and the Company has made a commercial loss which amounts to EUR 346,499.50.

The total of the balance sheet of the consolidated financial statements as at December 31%, 2021 amounts to EUR 241,139,267 and the consolidated net income amounts to EUR 25,650,961.

IV. The meeting discusses the allocation of the results for the financial year ending as at December 31st, 2021.

FORTH RESOLUTION

vote for: 35,609,796 vote against: 0 abstentions: 0

After due consideration, the Meeting decides to allocate the results for the financial year ending as at December 31st, 2021 as follows:

	EUR
Loss for the financial year	(346,499.50)
Profit brought forward from previous year(s)	184.048.743.21
Allocation to the legal reserve	0.00
Dividend (as per the fifth resolution)	0.00
Profit to be carried forward	183,702,243.71

The proposal has been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.

V. The Meeting discusses the distribution of dividends

FIFTH RESOLUTION

vote for: 35,609,796 vote against: 0 abstentions: 0

The Board of Directors proposed that no dividend be paid on the ordinary shares and dividend preference shares for the year 2021. Based on the proposal the Meeting decides not to pay dividends on the said shares to the shareholders of the Company for the year 2021.

The proposal has been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.

VI. of the Company and to the members of the Audit Committee for the execution of their mandates for the financial year ending as at December 31st, 2021.

SIXTH RESOLUTION

vote for: 35,609,796 vote against: 0 abstentions: 0

The proposals to grant full discharge to the members of the Board of Directors of the Company and to the members of the Audit Committee for the execution of their mandates for the financial year ending as at December 31st, 2021 have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.

VII. The Meeting discusses the composition of the Board of Directors of the Company.

SEVENTH RESOLUTION

After deliberation on the composition of the Board of Directors of the Company, the Meeting decides:

vote for: 35,609,796 vote against: 0 abstentions: 0

to accept with immediate effect, the appointment of Mr. Gábor VÁRSZEGI as director, born on December 25th, 1946 in Budapest (Hungary) with professional address at 272, rue de Neudorf, L-2222 Luxembourg. His mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31\$, 2022;

vote for: 35,609,796 vote against: 0 abstentions: 0

to accept with immediate effect, the appointment of Mr. Dávid VÁRSZEGI as director, born on November 19th, 1980 in Budapest (Hungary) with professional address at 272, rue de Neudorf, L-2222 Luxembourg. His mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31*, 2022;

vote for: 35,609,796 vote against: 0 abstentions: 0

to accept with immediate effect, the appointment of Mr. Alan Joseph GRIFFITHS as director, born on June 17th, 1965 in Chesterfield (United Kingdom), with professional address at 272, rue de Neudorf, L-2222 Luxembourg. His mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st, 2022;

vote for: 35,609,796 vote against: 0 abstentions: 0

to accept with immediate effect, the appointment of Mr. Wiggert KARREMAN as director, born on September 19th, 1976 in Delft (The Netherlands), with professional address at 272, rue de Neudorf, L-2222 Luxembourg. His mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st, 2022;

vote for: 35,609,796 vote against: 0 abstentions: 0

to accept with immediate effect, the appointment of Mr. Martijn J. G. WINDELS as director, born on February 1st, 1978 in Ede (The Netherlands), with professional address at 272, rue de Neudorf, L-2222 Luxembourg. His mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st, 2022;

vote for: 35,609,796 vote against: 0 abstentions: 0

to accept with immediate effect, the appointment of Mr. Gabor MOCSKONYI as director, born on May 14th, 1983 in Orosháza (Hungary) with professional address at 272, rue de Neudorf, L-2222 Luxembourg. His mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31%, 2022;

The proposals on the composition of the Board of Directors of the Company have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.

After deliberation on the remuneration of the Board of Directors of the Company, the Meeting decides:

vote for: 35,609,796 vote against: 0 abstentions: 0

to pay to Mr. Gábor VÁRSZEGI, as director and Chairman of the Board of Directors a director's fee of gross EUR 23,500 per quarter.

vote for: 35,609,796 vote against: 0 abstentions: 0

to pay to Mr. Dávid VÁRSZEGI, as director's fee of gross EUR 18,000 per quarter.

vote for: 35,609,796 vote against: 0 abstentions: 0

to pay to Mr. Alan Joseph GRIFFITHS, as director's fee of gross EUR 12,000 per quarter.

vote for: 35,609,796 vote against: 0 abstentions: 0

to pay to Mr. Wiggert KARREMAN, as director a director's fee of gross EUR 12,000 per quarter.

vote for: 35,609,796 vote against: 0 abstentions: 0

to pay to Mr. Martijn J. G. WINDELS, as director's fee of gross EUR 12,000 per quarter.

vote for: 35,609,796 vote against: 0 abstentions: 0

to pay to Mr. Gábor MOCSKONYI, as director a director's fee of gross EUR 1,500 per quarter.

The above-mentioned remunerations are unchanged in comparison with the previous year.

The proposals on the remuneration of the members of the Board of Directors of the Company have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.

VIII. The Meeting discusses the proposal on the composition of the Audit Committee of the Company and the proposal not to pay remuneration to its members.

EIGHTH RESOLUTION

After deliberation on the appointment of the Audit Committee of the Company, the Meeting decides:

vote for: 35,609,796 vote against: 0 abstentions: 0

to accept with immediate effect the appointment of Mr. Alan Joseph GRIFFITHS as member of the Audit Committee; his mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st, 2022;

vote for: 35,609,796 vote against: 0 abstentions: 0

to accept with immediate effect the appointment of Mr. Wiggert KARREMAN as member of the Audit Committee; his mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31*, 2022.

vote for: 35,609,796 vote against: 0 abstentions: 0

to accept with immediate effect the appointment of Mr. Martijn J. G. WINDELS as member of the Audit Committee; his mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31s, 2022.

The proposal on the composition of the Audit Committee of the Company has been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.

After deliberation on the remuneration ("tantiémes") of the members of the Audit Committee of the Company, the Meeting decides:

vote for: 35,609,796 vote against: 0 abstentions: 0

not to allocate any remuneration ("tantiémes") to the members of the Audit Committee.

The proposal not to pay remuneration ("tantiémes") to the members of the Audit Committee of the Company has been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.

IX. annual accounts

NINTH RESOLUTION

vote for: 35,609,796 vote against: 0 abstentions: 0

The proposal to appoint with immediate effect BDO Audit S.A. with address at 1, rue Jean Piret, L-2350, Luxembourg as auditor ("Réviseur d'Entreprise Agréé") to the statutory annual accounts of the Company to be drawn-up under Lux GAAP principles, with its mandate to expire at the annual general meeting of the shareholders of the Company called to approve the Company's statutory annual accounts as at December 31st, 2022 and to assign the right of the determination of the statutory auditor to the Board of Directors, or to ratify and give consent to any such decision have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.

X. financial statements

TENTH RESOLUTION

vote for: 35,609,796 vote against: 0 abstentions: 0

The proposal to appoint with immediate effect BDO Audit S.A. with address at 1, rue Jean Piret, L-2350, Luxembourg as auditor ("Réviseur d'Entreprise Agréé") to the consolidated financial statements of the Company to be drawn-up under IFRS, with its mandate to expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st, 2022 and to assign the right of the determination of the remuneration of the consolidated financial statements to the Board of Directors have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.

XI. Miscellaneous.

The meeting notes the receipt of a request from a shareholder for the Company to consider de-listing its shares quoted on Bourse de Luxembourg.

No resolution is required on the shareholder request.

There being no further business on the agenda, the meeting was adjourned.

Verónika SZABÓ-PUSKA

The Chairperson

Francois MEUNIER The Scrutineer

Veronique REMY The Secretary