Pre-Annual General Meeting Information • Nov 7, 2025
Pre-Annual General Meeting Information
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OF DUNA HOUSE HOLDING NYILVÁNOSAN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG
Time and venue of the General Meeting: 28 November 10:00 a.m H-1027 Budapest, Kapás utca 6-12.
The Board of Directors of DUNA HOUSE HOLDING Nyrt. (registered seat: H-1027 Budapest, Kapás utca 6-12.; comp.reg.no.: 01-10-048384; hereinafter: Company) has covened the Company's annual general meeting (hereinafter: General Meeting) for 10.00 a.m., 28 November 2025, which agenda is set out in the notice and in the notice regarding supplementing the General Meeting's agenda published in the manner specified by the statutes. The notice for the General Meeting was published on 28 October 2025 on the websites of both the Company and the Budapest Stock Exchange.
This document set out submissions, information and draft resolutions according to the items on the agenda. The General Meeting document provides shareholders with information on the issues to be discussed at the general meeting.
If the General Meeting fails to form a quorum 1 or more items on the agenda at the time specified in the notice, the general meeting repeated due to the lack of quorum will have the same agenda –affected the cases of lack of quorum - with the same draft resolutions.
This document has been published in Hungarian and English, in case of any divergence, the Hungarian text shall prevail.
Participation at the general meeting and the exercising of the right to vote are subject to the following conditions:
On the registration of shareholders through identification procedure, the Company's statutes and the applicable statutory requirements shall be complied with. The record date for shareholder verification is 21 November 2025.
On the basis of data concerning the outcome of shareholder verification, KELER Zrt., the keeper of the record of shareholders, shall register the names of shareholders or nominee shareholders intending to attend the general meeting in the record of shareholders on 21 November 2025 and shall, at the Board's instruction, close the record of shareholders on 26 November 2025, without recording any registration requests until the day after the general meeting is adjourned. In accordance with the applicable statutory provisions, the person empowered to exercise the shareholder's rights at the general meeting (i.e. to participate at the general meeting, request information as specified by the law, put forward observations and motions and exercise voting rights) shall be the person whose name is specified in the record of shareholders at 6.00 p.m. on the second business day preceding the initial day of the general meeting
The keepers of securities accounts shall register shareholders in the record of shareholders on the basis of shareholders' instructions. The time-limit for giving instructions to the keepers of securities accounts shall be notified to shareholders by the keepers of securities accounts.
The Company shall not be responsible for compliance with the instructions to the keepers of securities accounts or the consequences of failure to comply with such instructions. The closure of the record of shareholders shall not restrict the right of persons registered in the record of shareholders to transfer their shares following the closure of the record of shareholders. The transfer of shares prior to the initial day of the general meeting shall not prevent persons registered in the record of shareholders from attending the general meeting and exercising the rights vested in them as shareholders.
The general meeting shall form a quorum if shareholders representing more than fifty percent of votes embodied by shares carrying voting rights are present. Shares (i.e. both series A ordinary shares and series B preferred dividend employee shares) shall provide voting rights in proportion with the nominal value of shares. The number of votes pertaining to each share shall be equal to the nominal value of the share concerned. The quorum has to be examined/analysed separately for each item on the agenda.
The general meeting shall be attended by shareholders in person or by way of proxy or a nominee shareholder (hereinafter collectively referred to as 'Nominee Shareholder') meeting the requirements laid down in the Civil Code and Act CXX of 2001 on the capital market.
If the shareholder wishes to give a power of attorney on the form, the relevant form can be found on the Company's website (https://www.dh.group/publications).
Proxies issued for Nominee Shareholders shall be issued as a notarial document or a private document of full probative value. If the proxy was issued in a country other than Hungary, the relevant provisions of the international agreement or reciprocity between the country where the authorization was issued and Hungary (the Hungarian State) shall also be taken into consideration. If the proxy was issued in a language other than Hungarian, an authentic Hungarian translation shall be attached. The authorization of persons signing the proxy in the case of shareholders other than natural persons or the authorization of persons acting at the general meeting on behalf of non-natural person shareholders shall be verified by an original document issued by an authentic register (e.g. certificate of incorporation) or by a notarial statement. If the document verifying authorization was issued in a language other than Hungarian, an authentic Hungarian translation shall be attached.
The proxy shall be handed over to the Company's representative in original during registration before the general meeting at the latest.
For further information, please contact DUNA HOUSE HOLDING Nyrt's Investor Contact Person(Dániel Schilling, telephone: +36-1-555-2222, fax: +36-1-555-2220).
Registration, i.e. the verification of authority as a shareholder (nominee shareholder), shall take place at the venue on the day of the general meeting, between 9:00 and 9:45 a.m.
Please note that punctual arrival at the registration is important. Once registration has been closed, shareholders (nominee shareholders) registered in the record of shareholders but not included in the attendance list may attend the general meeting without exercising their right to vote.
In the event there is no quorum at all or on certain agenda items at the time specified, the repeated general meeting is hereby convened by the Board with the same agenda for 10.00 a.m. on 9 December 2025 at the address of 1027 Budapest, Kapás u. 6-12.
On the basis of Section 3:275(1) of Act V of 2013 on the Civil Code, in matters on the original agenda affected with lack of quorum, the repeated general meeting shall form a quorum regardless of the number of attending shareholders.
Summaries of the number of shares and voting rights existing at the time of convening the general meeting.
The composition of the Company's capital
| Type of shares | class of shares |
series of shares | number of shares issued |
nominal value (HUF/share) |
Total nominal value |
|---|---|---|---|---|---|
| ordinary shares | - | "A" | 34 387 870 | 5 | 171 939 350,- Ft |
| employee shares | preferential dividend |
"B" | 1 000 | 50 | 50 000,- Ft |
| 171 989 350,- Ft |
The number of voting rights corresponding to shares
| series of shares |
number of shares issued |
number of shares conferring voting rights |
voting rights per share |
total voting rights |
number of own shares |
|---|---|---|---|---|---|
| Series"A" | 34 387 870 | 34 387 870 | 5 | 171 939 350 | 237 733 db |
| Series "B" | 1 000 |
1 000 |
50 | 50 000 | - |
| Total | 34 388 870 |
34 388 870 |
- | 171 989 350 | 237 733 db |
The Board proposes that the method of voting at the General Meeting should be by ballot papers. The Board shall make suggestion for the officers of the general meeting from the attented members of the Board and shareholders, with that the Board suggest for the president of the General Meeting Dániel Schilling board member and also ask the general meeting to elect the appointed officers.
[Based on the resolution no. 2/2025. (11.07.) of the Board]
Report of the Company's Supervisory Board and Audit Committee on the interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025; adopt the report of the Supervisory Board and Audit Committee
The Board introduces for adoption the reports of the Supervisory Board and the Audit Committee on the interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025 and also recommends the General Meeting to adopt it.
In a written decision of 07.11.2025 the Supervisory Board and the Audit Committee adopted the reports on the interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025 with the consolidated resolution no. 1/2025. (11.07.) of the Supervisory Board and the Audit Committee.
The report of the Supervisory Board and the Audit Committee on the interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025 forms an Annex no. 1. of present Documents of the General Meeting.
The General Meeting adopts the consolidated report of the Supervisory Board and the Audit Committee on the interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025.
[Based on the resolution no. 3/2025. (11.07.) of the Board]
Report of the Company's auditor on the the interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025; adopt the report of the Auditor
The Board recommends the General Meeting to adopt the report of the Company's auditor on the interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025.
The report of Auditor forms Annex no. 2 of present Documents of the General Meeting.
In a written decision of 07.11.2025. the Supervisory Board and the Audit adopted and recommended for adoption the report of the Auditor in a consolidated resolution no. 2/2025. (11.07.) of the Supervisory Board and the Audit Committee.
The General Meeting adopts the report of the Auditor on the interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025.
[Based on the resolution no. 4/2025. (11.07.) of the Board]
The Board recommends the General Meeting to adopt the interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025 with the following main data:
Total comprehensive income: 3,583,801,000,- HUF Total Assets: 20,077,315,000,- HUF
In a written decision of 07.11.2025. the Supervisory Board and the Audit Committee adopted the reports on the interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025 with the consolidated resolution no. 3/2025. (11.07.) of the Supervisory Board and the Audit Committee and also recommends to the General Meeting to acknowledge the interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025.
The interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025 forms an Annex no.3. of present Documents of the General Meeting.
The General Meeting adopts the interim accounts and interim balance sheet of Company compiled under the IFRS with the closing date of 30 September 2025 with the following main data:
Total comprehensive income: 3,583,801,000,- HUF Total Assets: 20,077,315,000,- HUF
[Based on the resolution no. 5/2025. (11.07.) of the Board]
The Board of Directors proposes the General Meeting to decide to pay a total amount 750,000,000,- HUF – seven hundred fifty million forint – interim dividend to the shareholders from which the amount of employee shares are HUF 0, while the amount of ordinary shares are HUF 750,000,000 (HUF 21.81 per share). Dividend to be payed for emloyee shares which is 6% Maximum Amount of Dividend Preference based on 18.3 paragraph of the Articles of Association shall be decided on the annual general meeting of 2026, therefore payment of interim dividend does not influence the dividend payment for the employee shares after the year 2025, so there is no need for the approval of the employee shares based on 8.11. paragraph of the Articles of Association. According to the application of the provisions of the Articles of Association regarding dividend payment, the date of the payment of the interim dividend shall be determined by the Board. Those shareholders shall be entitled to dividend, who is listed in the share register on the basis of the identification procedure. In case the Board decide to pay the dividend in more installments, the entitlement to dividends shall be determined before each payment according to the above.
In a written decision of 07.11.2025. the Supervisory Board and the Audit Committee supported the above suggestion of the Board with the consolidated resolution no. 5/2025. (11.07.) of the Supervisory Board and the Audit Committee and also recommended the General Meeting to adopt it.
Board proposes the General Meeting to decide to pay a total amount 750,000,000,- HUF – seven hundred fifty million forint – interim dividend to the shareholders from which the amount of employee shares are HUF 0, while the amount of ordinary shares are HUF 750,000,000 (HUF 21.81 per share). Dividend to be paid for employee shares which is 6% Maximum Amount of Dividend Preference based on 18.3 paragraph of the Articles of Association shall be decided on the annual general meeting of 2026, therefore payment of interim dividend does not influence the dividend payment for the employee shares after the year 2025, so there is no need for the approval of the employee shares based on 8.11. paragraph of the Articles of Association. According to the application of the provisions of the Articles of Association regarding dividend payment, the date of the payment of the interim dividend shall be determined by the Board. Those shareholders shall be entitled to dividend, who is listed in the share register on the basis of the identification procedure. In case the Board decide to pay the dividend in more installments, the entitlement to dividends shall be determined before each payment according to the above.
[Based on the resolution no. 6/2025. (11.07.) of the Board.]
The Board suggests the General Meeting to accept the report of the Board regarding the 22,301 pieces of class "A" ordinary shares issued by the Company with an ISIN number of HU0000177613 and with a total nominal value of HUF 111,505, incorporating 0,06% of the total share capital of the Company purchased in the total amount of HUF 21,173,778 price from 30 April 2025 to the day of the General Meeting.
In a written decision of 07.11.2025. the Supervisory Board and the Audit Committee supported the above suggestion of the Board with the consolidated resolution no. 6/2025. (11.07.) of the Supervisory Board and the Audit Committee and also recommended the General Meeting to adopt it.
The General Meeting accepts the report of the Board regarding the 22,301 pieces of class "A" ordinary shares issued by the Company with an ISIN number of HU0000177613 and with a total nominal value of HUF 111,505, incorporating 0,06% of the total share capital of the Company purchased in the total amount of HUF 21,173,778 price from 30 April 2025 to the day of the General Meeting.
[Based on the resolution of 7/2025. (11.07.) of the Board]
The Board suggests the General Meeting to adopt a resolution on the amendment of the Company's corporate name as follows:
In a written decision on 07.11.2025. the Supervisory Board and the Audit Committee supported the above suggestion of the Board with the consolidated resolution no. 7/2025. (11.07.) of the Supervisory Board and the Audit Committee and also recommended the General Meeting to adopt it.
The General Meeting resolves to amend the Company's corporate name as follows:
[Based on the resolution no. 8/2025. (11.07.) of the Board]
The Board suggests the General Meeting to adopt the Articles of Association of the Company consolidated with the amendments determined by the resolutions of the General Meeting.
The amended articles of association of the Company forms Annex no. 4. of present Document of the General Meeting.
In a written decision on 07.11.2025. the Supervisory Board and the Audit Committee supported the above suggestion of the Board with the consolidated resolution no. 8/2025. (11.07.) of the Supervisory Board and the Audit Committee and also recommended the General Meeting to adopt it.
The General Meeting adopts the Articles of Association of the Company consolidated with the amendments determined by the resolutions of the General Meeting.
[Based on the resolution no. 9/2025. (04.09.) of the Board]
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