ARTICLES OF ASSOCIATION
which has been prepared in accordance with Act V of 2013 on the Civil Code (the "Civil Code") and which contains the data in effect as of 28 November 2025 in a consolidated form, as follows:
1. Company name
- 1.1. The Company's official name: DH GROUP Nyilvánosan Működő Részvénytársaság [DH GROUP Publicly Limited Company]
- 1.2. The Company's short name: DH GROUP Nyrt.
- 2. Registered seat of the Company:
- 2.1. The Company's registered seat: H-1027 Budapest, Kapás utca 6-12.
- 2.2. The Company seat is also the place of central administration.
- 3. The Company's main activity
6420'08 Activities of holding companies
4. The term of the Company's operations
The Company has been founded for an indeterminate period of time.
5. Registered capital of the company
- 5.1. The share capital of the company is HUF 171,989,350 (i.e. one hundred seventy one million nine hundred eighty-nine thousand three hundred fifty forints), consisting of a cash contribution of HUF 171,989,350 (i.e. one hundred seventy one million nine hundred eighty-nine thousand three hundred fifty forints), which is equal to 100 percent of the share capital.
- 5.2. Registered capital of the company
- a) 34,387,870 ordinary registered shares of series A with a nominal value of HUF 5 (i.e. five forints) each, and
- b) 1,000 employee shares of series B with a nominal value of HUF 50 (i.e. fifty forints) each, giving preferential dividend rights.
Employee shares carry the right of preferential dividend according to point 18.3 of these Articles of Association and other shareholder rights (e.g. voting rights) attached to ordinary shares.
5.3. The shares are produced in dematerialised form.
6. Register of shareholders
- 6.1. The company shall keep a register of shareholders, including holders of interim shares, in which the name and the home address or registered office of shareholders, or their proxy in the case of jointly owned shares, the name and home address or registered office of the joint representative, the number of shares or interim shares, and the percentage of control of shareholders for each series of shares is to be recorded. In the event of any change in the particulars of an issued share, which is also contained in the register of shareholders, the management shall update the register of shareholders accordingly.
- 6.2 The register of shareholders shall be maintained by the Management Board of the Limited Company. The Management Board shall be entitled to subcontract the keeping of the register of shareholders; the fact thereof and the personal data of the proxy shall be published as specified in point 21.1.
- 6.3. In the event of a shareholder identification procedure at the initiative of the Company, the keeper of the register of shareholders shall delete all the data in the register of shareholders in force at the time of the shareholder identification procedure and at the same time enter in the register of shareholders the data corresponding to the result of the shareholder identification procedure.
7. Transferring shares
- 7.1. Shares may be transferred in accordance with the relevant provisions of the Civil Code. The transfer is only effective for the Company and the shareholder may only exercise his/her rights as a shareholder against the Company if the shareholder (or the shareholder's proxy) is registered in the register of shareholders.
- 7.2. The company accepts as proof of share ownership the securities account statement issued by Központi Elszámolóház és Értéktár Zrt [Central Clearing House and Securities Depository Ltd] (KELER) or by organisations authorised to maintain securities accounts, or the shareholder identification procedure carried out in accordance with KELER's procedures.
8. The General Meeting
- 8.1. The General Meeting is the supreme body of the Company.
- 8.2. The General Meeting shall be convened at least once a year at the registered office of the Company or at such other place as the Management Board may decide (Annual General Meeting). The Annual General Meeting shall be held at the time required by the relevant legislation. The Annual General Meeting approves the company's accounts in accordance with the Accounting Act and decides on the use of aftertax profits.
- 8.3. All General Meetings other than the Annual General Meeting shall be considered extraordinary General Meetings.
- 8.4. The Management Board shall convene the General Meeting.
- 8.5. Shareholder participation and voting at the General Meeting is conditional on the shareholder or the shareholder's proxy being entered in the company's register of shareholders by way of shareholder identification procedure. The date of the entry in the register of shareholders prior to the General Meeting and other relevant deadlines (e.g. closing of the register of shareholders) shall be governed by the provisions of the Civil Code and other relevant regulations (e.g. the General Business Regulations of KELER Zrt.) in force at the time.
- 8.6. Shares (i.e. both Series A ordinary shares and Series B dividend preference employee shares) carry voting rights in proportion to their nominal value. The number of votes attached to the share is equal to the nominal value of the share.
- 8.7. The General Meeting has a quorum if more than half of the shareholders representing the votes embodied
by shares with voting rights are present. If the General Meeting does not have a quorum, the repeated General Meeting will have a quorum in respect to the issues included in the original agenda regardless of the percentage of the votes represented by those present. At least ten days but no more than twenty one days have to pass between the General Meeting that did not have a quorum and the reconvened General Meeting.
- 8.8. Any resolution of the General Meeting that discriminates against the rights attached to a certain series of shares may only be passed if, according to the procedure set out in the Articles of Association, the shareholders of the share series in question present at the General Meeting consent by a simple majority of the vote. In the course thereof, the provisions on the restriction or exclusion of the voting rights attached to such shares may not be applied, not including the prohibition of exercising voting rights attached to own shares.
- 8.9. The following shall fall under the exclusive authority of the General Meeting:
- a) deciding on the adoption and amendment of the Articles of Association (unless otherwise provided by law or the present Articles of Association),
- b) deciding to change the Company's business form,
- c) deciding on termination without succession, merger, division, or transformation of the Company,
- d) the election, removal, and remuneration of the members of the Management Board, the members of the Supervisory Committee, and the auditor, and the determination of the main terms of the contract to be concluded with the auditor,
- e) deciding on the guidelines for the long-term remuneration and incentive schemes for members of the Management Board, members of the Supervisory Committee, and senior management,
- f) approving the accounts in accordance with the Accounting Act and deciding on the use of aftertax profits,
- g) changing rights provided by various share series and the conversion of various share types and classes;
- h) deciding on the issuance of convertible bonds, bonds that can be converted by a strategic company, or bonds that provide subscription rights,
- i) deciding on increasing share capital,
- j) deciding on authorising the Management Board to increase the share capital,
- k) deciding on decreasing share capital,
- l) deciding to exclude the exercise of the pre-emptive subscription right or to authorise the Management Board to restrict or exclude the pre-emptive subscription right,
- m) deciding on the application for a possible delisting of shares,
- n) deciding to authorise the Management Board to acquire treasury shares,
- o) deciding on the discharge which may be granted to members of the Management Board,
- p) deciding to accept the corporate governance report, and
- q) deciding on all issues which are assigned to the competence of the General Meeting by law or the Articles of Association.
- 8.10. Unless otherwise provided by applicable law or these Articles of Association, the General Meeting shall take its decisions by a simple majority of votes.
- 8.11. If the validity of a resolution of the General Meeting requires, by law, the separate approval of the shareholders of each series of shares, the approval of the shareholders of the series concerned present shall be decided upon by a simple majority of the votes represented by the shares of the series concerned, separately for each series of shares, before the resolution of the General Meeting is adopted. Law may prohibit the application of provisions limiting or excluding voting rights in respect of shares when granting the approval of the shareholders of a series of shares.
- 8.12. Each year, the Annual General Meeting shall include on its agenda an evaluation of the work of the Management Board in the previous financial year and decide on the discharge to be granted to the Management Board.
9. Invitation to the General Meeting
- 9.1. The Management Board shall convene the General Meeting by publishing a notice of the meeting and shall ensure that the notice of the Meeting is published on the company's website at least thirty days before the beginning of the meeting.
- 9.2. The invitation to the General Meeting shall include:
- a) the name and registered seat of the Company,
- b) the time and place of the General Meeting,
- c) the agenda of the General Meeting,
- d) the method of holding the General Meeting,
- e) the conditions provided by the Memorandum regarding the exercising of voting rights,
- f) if the General Meeting does not have a quorum, the place and time of the repeated General Meeting,
- g) the conditions for exercising the right to add items to the agenda, and
- h) the location of the original and full text of draft resolutions and documents to be submitted to the General Meeting.
- 9.3. If an extraordinary General Meeting of shareholders is convened at the initiative of the person acquiring influence because of a shareholder resolution on a public takeover offer for the company's shares or following a successful public takeover offer procedure, the General Meeting must be convened at least fifteen days before the day on which it is to begin.
- 9.4. The Company shall, at least twenty-one days before the general meeting, publish on its website
- a) aggregated information on the number of shares and proportion of voting rights at the time of the Meeting (including separate summaries for each class of shares
- b) ),
- c) the proposals relating to the business on the agenda, the reports of the Supervisory Committee thereon, and the proposals for decisions, and
- d) the forms to be used for voting by proxy if they have not been sent directly to shareholders.
10. The procedure of the General Meeting
- 10.1. At the General Meeting, the Chairperson of the Management Board or the person elected by the General Meeting on the proposal of the Management Board shall act as Chairperson.
- 10.2. A shareholder may vote at the General Meeting in person, by proxy, or by authorised representative.
- 10.3. Shareholders may not exercise their voting rights by post prior to the General Meeting.
- 10.4. The General Meeting may decide to suspend the General Meeting for a maximum period of thirty days by a simple majority of the votes cast.
- 10.5. The Chairperson of the Management Board may invite any person to attend the General Meeting of the company and may grant him/her the right to express his/her opinion and to make comments if, in his opinion, the presence and opinion of such person is necessary and will facilitate the information of shareholders and the taking of decisions at the General Meeting.
- 10.6. An attendance list must be drawn up at the general meeting in accordance with the relevant provisions of the Civil Code. Attendance lists shall be signed by the Chairperson of the General Meeting and the keeper of the minutes.
11. Management Board
- 11.1. The company is managed by a Management Board.
- 11.2. The Management Board is competent to decide on all matters which do not fall within the exclusive competence of the General Meeting.
- 11.3. The working organisation of the company is established by the Management Board.
- 11.4. The Management Board shall adopt its own rules of procedure.
- 11.5. Decisions of the Management Board shall be taken by a simple majority, unless otherwise provided for in the rules of procedure of the Management Board.
- 11.6. The members of the Management Board are elected by the General Meeting. Membership of the Management Board is established upon acceptance.
- 11.7. Membership of the Management Board is terminated:
- a) at the end of the term of the fixed-term mandate,
- b) in the case of a mandate subject to a termination condition, when the condition occurs,
- c) dismissal,
- d) resignation,
- e) upon the death of a Management Board member,
- f) by restricting the capacity of a member of the Management Board to the extent necessary for the performance of his or her duties, or
- g) upon the occurrence of a disqualification or conflict of interest against a member of the Management Board.
- 11.8. A member of the Management Board may resign at any time by submitting a declaration to the Management Board.
- 11.9. If the company's ability to operate so requires, the resignation shall take effect upon the election of the new member of the Management Board, failing which no later than sixty days after the notification.
- 11.10. The members of the Management Board are subject to the prohibitions on conflicts of interest laid down in the Civil Code and the consequences provided for in the event of a breach thereof.
- 11.11. Members of the Management Board may hold a position as a director or member of the supervisory committee of a company which carries on the same economic activity as the company as its main business.
- 11.12. Members of the Management Board:
Name: Gay Dymschiz
Home address: H-1125 Budapest, Mátyás király út 52., Hungary
The mandate is valid for an indefinite term.
Name: Doron Dymschiz
Home address: H- 1025 Budapest, Szépvölgyi út 206/A., Hungary
The mandate is valid for an indefinite term.
Name: Ferenc László Máté
Home address: H-1121 Budapest, Denevér út 70., Hungary
The mandate is for a fixed term.
Date of commencement of the mandate: 30 April 2025
Date of expiry of the mandate: 31 May 2026
Name: Dániel Schilling
Home address: H-1126 Budapest, Kiss János altábornagy utca 38. 3. em. 16. Hungary
The mandate is for a fixed term.
Date of commencement of the mandate: 30 April 2025
Date of expiry of the mandate: 31 May 2026
Name: Dr. Jenő Nagy
Home address: H-1037 Budapest, Vízmosás lejtő 22., Hungary
The mandate is for a fixed term.
Date of commencement of the mandate: 30 April 2025
Date of expiry of the mandate: 31 May 2026
13. Representation, signing for the company
- 13.1. The company is represented by the members of the Management Board.
- 13.2 The Management Board may grant the company's employees the right to sign for the company for a specific group of matters. The employee authorised to represent the company may not transfer the right of representation to another person, except for the power of attorney under the Civil Code.
- 13.3. The members of the Management Board are authorised to sign for the company as follows:
- a) Gay Dymschiz, together with any other board member,
- b) Doron Dymschiz, together with any other board member,
- c) Ferenc Máté, together with either Gay Dymschiz or Doron Dymschiz,
- d) Dániel Schilling, together with either Gay Dymschiz or Doron Dymschiz
- e) Dr. Jenő Nagy, either with Gay Dymschiz or Doron Dymschiz
as set out in the specimen signature or signature specimen countersigned by a lawyer.
14. Supervisory Committee
- 14.1. The Supervisory Committee has at least 3 members.
- 14.2. The Supervisory Committee shall adopt its own rules of procedure.
- 14.3. The members of the Supervisory Committee must participate in the work of the Supervisory Committee in person. The members of the Supervisory Committee are independent of the management of the legal person and cannot be instructed in the performance of their duties.
- 14.4. The members of the Supervisory Committee are elected by the General Meeting. Membership of the Supervisory Committee is established upon acceptance.
- 14.5. Membership of the Supervisory Committee shall cease:
- a) at the end of the term of the fixed-term mandate;
- b) in the case of a mandate subject to a termination condition, when such condition occurs;
- c) dismissal;
- d) resignation;
- e) upon the death of the member of the Supervisory Committee;
- f) by restricting the capacity of the member of the Supervisory Committee to act to the extent necessary for the performance of his or her duties;
- g) in the event of a disqualification or conflict of interest against a member of the Supervisory Committee.
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14.6. A member of the Supervisory Committee may resign at any time by submitting a statement to the Management Board.
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14.7. If the company's ability to function so requires, the resignation shall take effect upon the election of the new member of the Supervisory Committee, failing which on the sixtieth day following the notification at the latest.
- 14.8. The Supervisory Committee may inspect the company's documents, accounting records, and books, ask members of the Management Board and employees for information, examine the company's payroll, cash accounts, and contracts, and have those examined by an expert.
- 14.9. If, in the opinion of the Supervisory Committee, the activities of the Management Board are in violation of law, the Articles of Association or the resolutions of the General Meeting, or otherwise harm the interests of the company or the shareholders, it shall convene an extraordinary meeting of the General Meeting and propose the agenda for such meeting.
- 14.10. The Supervisory Committee shall meet at such times as it deems necessary, but at least four times a year. Decisions of the Supervisory Committee shall be taken by a simple majority of those present, unless the rules of procedure provide otherwise.
- 14.11. At least 21 days prior to the Annual General Meeting, and in any case within the time limit provided for by applicable law, the Supervisory Committee shall prepare a written report to the General Meeting on its findings on matters within its remit.
- 14.12. The members of the Supervisory Committee shall be liable to the legal person for any damage caused to the legal person by the omission or improper performance of their duty of control in accordance with the rules of liability for damage caused by breach of contract.
- 14.13. Members of the Supervisory Committee:
Name: Károly István Redling
Home address: H-1112 Budapest, Kányakapu utca 5. 2. em. 4.
The mandate is for an indefinite term.
Date of commencement of the mandate: 30 April 2025
Date of expiry of the mandate: 31 May 2026
Name: Kálmán Nagy
Home address: H-1121 Budapest, Mártonhegyi út 11/A.
The mandate is for a fixed term.
Date of commencement of the mandate: 30 April 2025
Date of expiry of the mandate: 31 May 2026
Name: Dr. György Martin-Hajdú
Home address: H-1026 Budapest, Széplak utca 11.
The mandate is for a fixed term.
Date of commencement of the mandate: 30 April 2025
Date of expiry of the mandate: 31 May 2026
15. The Statutory Auditor
- 15.1. The Statutory Auditor (hereinafter referred to as "the auditor") is elected by the General Meeting. No shareholder, executive officer (member of the Management Board), member of the Supervisory Committee, their relatives or employee of the company may be an auditor during the term of his/her employment and for three years after the termination of his/her employment.
- 15.2. The auditor is elected for a fixed term of no more than 5 years. Auditors can be re-elected. The mandate of the auditor shall be terminated by dismissal based on the decision of the Company's General Meeting, expiration of the term set out in the auditor's contract, any reason set out by law, or by termination if the contract by the auditor.
- 15.3. The statutory auditor shall be responsible for carrying out the audits of accounting documents as specified by law, including – first and foremost – to determine as to whether the annual report that the business association has filed as prescribed by law is in conformity with legal requirements, and whether it provides a true and fair view of the Company's assets and liabilities, financial position and profit or loss.
- 15.4. The Statutory Auditor:
Name: Ernst & Young Könyvvizsgáló Kft. [Ernst & Young Audit Limited Liability Company]
Registered seat: H-1132 Budapest, Váci út 20. Company registration number: Cg. 01-09-267553
The mandate is for a fixed term.
Date of commencement of the mandate: 30 April 2025
Date of expiry of the mandate: 31 May 2026
Name of the auditor personally responsible: Rita Domoszlai
Address of the auditor personally responsible: H-2040 Budaörs, Szilva utca 41/B.
Chamber number of the auditor personally responsible: 007371
16. Audit Committee
- 16.1. The Audit Committee consists of three members elected by the General Meeting from among the members of the Supervisory Committee. At least one member of the Audit Committee must be qualified as an accountant or auditor.
- 16.2. The Audit Committee is responsible for:
- a) providing an opinion on the accounts under the Accounting Act;
- b) monitoring the audit of the accounts under the Accounting Act;
- c) providing a recommendation on the auditor and his remuneration;
- d) monitoring the enforcement of professional requirements, conflicts of interest, and independence standards for the auditor and, if necessary, recommending to the Supervisory Committee the necessary measures to be taken; and
- e) assisting the Supervisory Committee in its work, to ensure proper control of the financial reporting system.
- 16.3. Members of the Audit Committee:
Name: Károly István Redling
Home address: H- 1112 Budapest, Kányakapu utca 5. 2. em. 4.
The mandate is for a fixed term.
Date of commencement of the mandate: 30 April 2025
Date of expiry of the mandate: 31 May 2026
Name: Kálmán Nagy
Home address: H-1121 Budapest, Mártonhegyi út 11/A.
The mandate is for a fixed term.
Date of commencement of the mandate: 30 April 2025
Date of expiry of the mandate: 31 May 2026
Name: Dr. György Martin-Hajdú
Home address: H-1026 Budapest, Széplak utca 11.
The mandate is for a fixed term.
Date of commencement of the mandate: 30 April 2025
Date of expiry of the mandate: 31 May 2026
17. Financial Year
The financial year of the Company is the same as the calendar year.
18. The division of profits
- 18.1. During the duration of the share company, the Company can provide payment to its shareholder from its equity on account of its membership legal status from the target year's results after taxes or from the target year's results after taxes supplemented with the available accumulated profit reserve in the cases laid out in the Civil Code.
- 18.2. At a proposal from the Management Board, the General Meeting decides which part of the after-tax profit should be reinvested in the company and which part should be paid out as dividends (dividend decision).
- 18.3. Employee shares issued by the Company shall be attached with a right to dividend priority as follows. In case the General Meeting has declared dividends in respect of a given year, the dividend basis for the employee shares carrying dividend priority shall be the profit after tax for the same year as shown in the consolidated financial statements of the Company prepared in accordance with the International Financial Reporting Standards (IFRS) reduced with the following items: (i) the effect on profit or loss of property valuations (based on the adjustment for the valuation made in accordance with IAS 40 Investment Property); (ii) the revaluation difference on equity accounted investments recognised in the income statement; (iii) the share of profit after tax attributable to outside equity holders (the "Dividend Fund"). Employee shares ensure entitlement to dividends up to an amount equal to 6% of the Dividend Fund (hereinafter "Maximum Dividend Preference Amount") before capital shares.
The dividend preference rights attached to employee shares shall not be cumulative. Accordingly, in case the General Meeting decides not to pay dividend for a given year or if the amount of the dividend declared by the General Meeting is lower than the Maximum Dividend Preference Amount (e.g. 4% of the Dividend Base), no dividend claim shall be made on the basis of employee shares in respect of dividends declared in subsequent years.
Only the dividend entitlement as described above shall be attached to the employee shares. Accordingly, (i) employee shares shall not grant entitlement to dividends in excess of the Maximum Dividend Preference Amount and (ii) employee shares shall not grant entitlement to dividends even if the consolidated profit after tax for the financial year is negative in the consolidated financial statements prepared in accordance with International Financial Reporting Standards.
- 18.4. Based on the decision of the General Meeting, the company may also pay dividends to shareholders as a non-cash benefit.
- 18.5. The date of the dividend payment is determined by the Management Board (dividend payment decision). The Management Board may decide to pay the dividend in instalments. The Management Board is entitled to make different arrangements for the payment of dividends in one or more instalments in respect of ordinary shares and employee shares.
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18.6. The shareholder entitled to a dividend is the shareholder whose name appears in the register of shareholders on the basis of the shareholder identification procedure carried out on the record date determined by the Management Board and announced in the dividend announcement. If the dividend payment is made in several instalments as decided by the Management Board, the entitlement to the dividend shall be determined before each dividend payment as set out in the preceding sentence.
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18.7. The relevant date for the entitlement to dividend payment, as determined by the Management Board, may differ from the date of the shareholders' resolution deciding on the dividend payment.
- 18.8. If the legal conditions are fulfilled, the General Meeting or the Management Board may decide to pay an advance dividend in the period between the adoption of two consecutive accounts under the Accounting Act.
19. Increasing and decreasing share capital
- 19.1 The share capital of the company shall be increased or decreased in accordance with relevant legislation.
- 19.2 The General Meeting may authorise the Management Board to increase the share capital. The authorisation of the Management Board may cover all cases and methods of capital increase. The authorisation shall specify
- a) the maximum amount by which the Management Board may increase the share capital of the company,
- b) the relevant case (e.g. by issuing new shares, from assets in excess of share capital, etc.) and method (private or public) of capital increase, and
- c) the maximum period of five years during which the share capital may be increased.
- 19.3 If the Management Board is authorised to increase the share capital, the Management Board shall also decide on matters relating to the increase of the share capital which otherwise fall within the competence of the General Meeting under the Civil Code or the Articles of Association, including in particular the exclusion or limitation of the pre-emptive subscription right and the adoption of an interim balance sheet.
- 19.4. In the event of an increase in the share capital by way of the issue of new ordinary shares against a cash contribution, shareholders (i.e. holders of both ordinary shares and employee shares) shall have a right of pre-emption in respect of the number of shares to which they are entitled to subscribe for the newly issued shares up to the number of shares in proportion to the number of shares registered in the register of shareholders in relation to the number of shares in the company. If, on the basis of the ratio of the number of shares registered in the register of shareholders to the total number of shares issued by the company, the shareholder would be entitled to a non-integer number of shares, the number of shares that the shareholder may receive upon exercise of the preferential right shall be rounded down to the nearest whole number.
- 19.5. Following the decision to increase the share capital against a cash contribution, the Management Board shall inform the shareholders by way of its website of the possibility and method of exercising the preferential right, including the nominal value or the issue value of the shares that may be acquired, as well as the starting and closing dates of the fifteen (15) day period for exercising the right. The notification of exercising the preferential right must be received by the Company's Management Board on the closing date of the 15-day period. The preferential right cannot be validly exercised after the 15-day deadline. If the shareholder does not exercise the preferential right within the above deadline (i.e. if the declaration of exercise of the preferential right is not received by the company's Management Board by the closing date of the 15-day period), he/she will be deemed to have waived this right.
- 19.6. The preferential right may be exercised by written declaration addressed to the company's Management Board. The declaration of rights may not be amended once it has been received by the company's Management Board and must be accompanied by a declaration of commitment to accept the shares. A declaration of acceptance of shares made without a declaration of commitment shall be null and void. If a shareholder wishes to exercise his or her preferential right in respect of more shares than the number of shares in respect of which the preferential right could be exercised under these Articles of Association, the shareholder's declaration of the right to exercise the preferential right shall be invalid in respect of the shares, in respect of which the shareholder was not entitled to exercise the preferential right.
- 19.7. The General Meeting may restrict or exclude the exercise of the preferential right by a simple majority of the votes cast by the shareholders present at the general meeting.
20. Exercise of information-related rights
- 20.1. The Management Board is obliged to provide shareholders with information about the company in accordance with applicable legislation. Disclosure may be made subject to a written declaration of confidentiality by the Management Board.
- 20.2. The Management Board may refuse to provide the shareholder with the requested information if this would violate the business secrets of the company or its affiliated companies, if the person requesting the information abuses his or her right, or if he or she does not make a confidentiality declaration despite being requested to do so.
21. Miscellaneous Provisions
- 21.1. In addition to the notices required by law or stock exchange regulations, the company shall publish its notices on its website and, in the cases specified by law, in the Company Gazette, and the text of the notice convening the general meeting on its website.
- 21.2. The provisions of the Civil Code are governing concerning any questions not regulated by the present Articles of Association.
Budapest, 28 November 2025
ENDORSEMENT
Pursuant to Section 51 (3) of Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings, I hereby certify by countersigning this consolidated Memorandum and Articles of Association that the consolidated text of the Memorandum and Articles of Association corresponds to the current content of the Articles of Association. The consolidated Articles of Association have been drawn up on the basis of amendments to points 1.1., 1.2. of the Articles of Association, which are based on General Meeting resolutions ___/2025. (11.28.) and are indicated in italics in these consolidated Articles of Association.
Prepared and countersigned by Dr. Gergő Lukácsy, lawyer (Winkler, Barna & Partners Law Office; H-1012 Budapest, Logodi utca 30. KASZ [Chamber ID]: 36064748) on _______.