FotexHolding

Annual / Quarterly Financial Statement • Mar 14, 2025

Untitled FOTEX HOLDING Société Européenne Annual Accounts for the year ended as at December 31 st , 2024 (with the report of the réviseur d’entreprises agréé thereon) Address of the registered office: 28, avenue Pasteur L-2310 Luxembourg R.C.S. Luxembourg : B-146938 2 TABLE OF CONTENTS Page Management report 3-10 Management Responsibility Statement 11 Statutory auditor report 12-16 Balance sheet 17-21 Profit and loss account 22-23 Notes to the annual accounts 24-42 |O_IFX HOLDING, §ociété Europóenne í office: 28, avenue Pasteur, li3rO Luxembourg Report of the Board of Directors Dear Sirs, The Board of Directors is Pleased to present the Annual Accounts for the financial year ended on 3íst December 2024. DeCember2024. llllgllvlql ,'ql .llu.'u The company's financialstatements show a loss of EUR -360,523,68. At thís time, there is no information concerning items líkely to affect the company,s financial position. Relevant events of the vear 2024 As a result of various or|goíng courts cases in Hungary. regarding Fotex,s FTC rights, the Company received comPensation oÍ EUR 8E9,083 wtrich has been tre"ated 9i ".oüery áno á_ajurtnt to üre impaired amount of the Íntangible asset. the net book value ottná}rc rigntsis üí a1 Éuriö,oo as at Decembe , glst,2024 and the management is |rot expecting ;i friuö .conomic benelits. As Írom JulY 1s1 2024, §zekhely 2007 Kft, merged into Fotexnet Kft. The Company became a direct shareholder of Fotexnet kít, on JulY 10th,2a24 the bomPanY 99tin9 as sote shareholder of Fotex Netherlands BV, resolved to cancel 24,Í30,000 shares in tnd cailtatit roti, rlein.,ranos gv ila to Áirá1, áij,rtue the oubtanding interest bearing loans payable bt the Company. RC§ Luxembourg 8.146938 The a The company did not undertake any Research & Development projects. reporting date, the Compapy ndnö 1oirectly-ana inoiótlyiqösl,u. Jiii, oűilnr"r, ln earlY octobe r, AranY Juhar ldösotthon Kfi. was s!ru9!9! t191n the registry and rcspectively the net book value of the investment vt|as written oíf for an .rount or run +oo,oóó.oó]'--' |!e c.omnlY_will carry on its activities and development as ít did during the last former years _ no amendment is foreseen by the Board of Directors oí the companv toitr,t. tuü. Research & Developmertt projects During the Year 2024,'n']_9:llllt !.:...q1,1qg. 154,770units of its own ordinary shares with a nominal Ifl:.n,;:5i§ ,tlr"x":i:TJmr,::ly^l"r,tl :t"tl:,{r$ÓiiJJÖ,t] .r the company). As at the , ]!|91,969 Pieces of ordinary shares with a nominal value of EUR 0.42 per each; - 325,000 Pie0es oídividend preference shares witn a nómináivarue ot EÜn o.+iier eacn. lndirectly owned share§: - 19f11l899 iieces of ordinary shares with a nominal value of EUR 0,42 per each; - ll5,00a Pieqes of dividend preference shares with a nomínal value of EUR o,+i ier eacn. Durtlq th9 financial_Year, the Company continued and operated a share buyback program which was canied out.as Part of $e ComPany depúying capital into investments it considers to be in the best interest of Fotex, Jhe qPgram also Provid-ed additídd fiquidity to facilitate, in n. oárt interest of all shareholders, the smooth trading of the shares. As a result of the deci$ion of the annual general meeting of the shareholderc of üre company held on 5rr, \ÍiaY,2a21, the Board of Directors navjOeen gnan!9úth" po, toiónunue wiür the share buyback Program for a further fiÜe Years uP to a maximuniof r7 million sná,.J.iá prir. set between the nominal value and the market uálué on the transaction aáü on the condition that such transactions should not cause the net assets to fall belpw the share capital and non-distributable resórváJcómbined, on January 3í,t 2025, ttle Company has ceased its share buyback program. {9.9t p,ece@er3lst, P024, the.companyfras an issued and subscribed capitalof EUR 30,543,933,00 divided into 70,723,650 P{!lp rFresanó 2,000,000 oivloeno prefeiánró,r.rrr.r, i.e. a total o,í72,723,650 shares with a parvalue of EUR 0.42. Directly owned shares as at 31st December, 2024: tights as ordinary shares in the event of liquidation or The dividend preference shares carry the same dissolution of the Company. Dividend Preference shdres 9ory9.1vith a right to an annual dividend decided by the General Assembly, but are without right to vote. Thi§ dívidend máy not exceed 50% ot tr,e áveiáóe annuaí price of the ordinary :|.:li!:tj1| !Plb.. |ass than twice the ámount produced oy applying Ú; í2_monttr interest nate oí fte EuroPean Lbntrd Bank Prevailing. at 1 January o| íhe year in-wtiiÖtr tró oivloeno is paio Ón-ns nominal value of shares (i.e. 0,42,x intereit rate x 2). Tús d|vidend m.i órii u. úü ir trrá coniúny;s cÁöiióateo Íinancial statements for the relevant y.ear.prepared undei rÉn's ir,á p[iÉ wnm, ,ufueú m óorprün.. wíth legal provisions, allQw for the OistitbutiÖn Órsuch dividend. Financial overview The table below summarÍzes the Company's key financial indicators, whích are monitored by the Company,s manaqsm6nt; ,ll l§l 31j22024 31.12.2023 EUR EUR Net turnover 1.127 ,374.61 1,172]94.28 Prolti(lqss) for the finanóial vear (360,523.68) (3,439,290,15) Own equity 240,386,933.81 246,927,457.49 Total assets 246,795,450.4B 270,924,732.80 Totat numbei ot issueo r 1ares 72,7Z3,650 72,723,650 Retum on equity 1r) (0,15%) 1139)% Return on assets -1ái-- -- (0.15%) {27)o/o i]1,.",",,, wl, 9Yul(r. rlVllUtlU§ö,/ lUl líl9 -(2) Return on a§set§: Proíit /(ioss)for the eqU[y I a§sets yeaí/Total 4 ,'§"'"'l"':]::::,.1r:lyt99noition or results can be affected by risks and uncertainties, although €l n:fTjlt,"::L.,:t,:j."..Tl,::1._1,_á itjáiüá".óilil#ít#;,; i;ffit.;i','ffbffiIH; P,r9dominantlY oPerates as a holding company, Ttrá managemeni neverthele;, H i;;'ri,ill'fi.ö;ffiö affect their bu§ínesi, í,iűŰÉ ;;; Örii;;ffi;jffi; o credit risk; r lnterest dsk; l Liquidity risk. Management moniton fhese risks and applies the following risk management procedures: credít risk The ComPanY aims to mitigate credit risk by its careíuland continuous debtor portfolio monitoring procgss. ln addition, the Company regularly follows Úp information about the main debtors in the market. /níeresí nsk ln order to mitigate the Ínterest risk the Company (and its subsidiaries) applies the following procedures: - tries to obtain íixed rate loans - in case of variable Ínterest rate loans, the Company tries to balance íts interest income and ínterest expense by granting loans with appropriate interesi rate, Liquidity isk Liquidity risk is monitored as follows; - monitoring daily available deposited and free cash - monitoring weekly cash flows ff.rf of the management information system, the operations of the Company are monitored on a monthly The ComPanY as a standalone holding company did not use hedge accounting in the course of the íinancial year as its revenue (name wearing and management fees) has böen invóüil in pun.un n.y.' The ComPanY's intemal control and isk management systems in relation to the financiat repofting process The Board of Directorc has overall resp_onsibility for ensuring that the Company and its aífiliates maíntain a sound sYstem of internal controls, including íinancial, operatónal ,no .Órpri.e controls. Such a system is an integral Part of the corPorate goveman-ce strategy bt tne company. rliieinar control procedures help to ensure the ProPer management of risks and providá reasonable ássurance that the busd.,Óje;Úves ot [:.i:r"::: o. achieved. The internál conüol procedures are deíined and implemented by the Companytoensure: rlvvvvvlvg glv vvl'll'u qllu llllPl'Illclll§u uY - the comPliance of actions and decisions with applicable laws, regulations, standard§, intemal rules and contracts; the effectiveness of operations and the optimal use oí the company's resources; the conect of the Company's internal proce§ses, notably those to ensure the safeguarding assets; ]h9 ComPanY relies ori a comprehensive system of íinancial reportíng. §trategic plans, buslness plans, !uog?§ and the interím and full,year consoliilated 3c9ou$ ot nd oroui áü oüwn'up airo uóujnt [o tne Board. fur aPProval. ThP Board also approve§ all significant iilesfiób, The Board rcceives- monthly Íinancial relorF setting out the Company'Ö financial peÍormáncJin .orpárison to nó áppóvóo Órog.t.nd prior year íigures, A clear.segregation of drilies and assignment of bank mandates betuleen members of management and üre accounting departments is implemenbd. lt is ProPosed to the Annual G.epral Meeting that the Company does not pay any dividend on the ordinary shares for,the Year2024 and it is proposei to pay dívidóndó on the oiilid'end'preference shares in the amount of EUR 0.22lshare. §iqnificant Events after the end of thE reportinq period There have been no significant events after the reporting date, - the integritY and reliability of Íinanciaí and operational information, both for intemal and external use; , that management's instructions and directions are properly applied; and - that matedal rlsks are properly identifed, as§e§sed, mitigated and reprted. Like all control sYstem$, intemal co.n!q|.s cannot provide an absolute guarantee that risks of misstatement, losses or human enor have been totally mitigadd or eliminated. Thjcontrol environment is an essential :]:l':l^.J t|'l9:rtlry' intemal control fáework, as it set§ the tone br the oryanization. This is the rcunoaüOn 0t me other pomponents of intemal contml, providing discipline and structuie. Regarding the internal controls in the area oí accounting and financial reporting, the íollowing should be noted: ' |l t!::.]text of the ongoing organizational realignment ímplemented sínce the Gompany moved |§ noadquarters.to. Luxembourg, a greater integration of ihe financial operations ái inó párent company and {ffiliates under a singte-management structure was established. - Controls have been established in the processing of accounting transactions to ensure appropriate ::!9:1.§_for tnansactions, etrective segregation of duties, anrt the complete and accurab íecording of íinancial information. The Company is to adopt best practice corporate governance standards, including complying with the Ten Corporate The Board .:lC.qTiP_9oveT?Te of the Luxemúourg Stock rxcnánd á.á r.lá."Ora,i-ÚÖ i charter which is available on the Company's website (https //wtvw.fotex. l u/in|estors/corponategovemance), Signiíicant direct and indirect sharehotders Gábor Vászegi, Chair/nan of the Board of the Company, directly or indirectly controls a part of the voting :n.ryq { Blackburn ln|ernational Luxembourg S,a rl. 1"biacrouír ruxemuóu'rs), , r_uxeómurg Óonnpany. As at 31't December 2024, Blackbum Luxemb'ourg controlled 50.35% 1st.i oeÖemue r 2023:so.ás.u.1 Öt tne Company's voting sharés. l'_,9::pil]:l9l9d by a board of directons (the "Board") composed of a minimum of íive (5) and a maxlmum 0l eleven (11) members (the "Directors, each a "Dkecto/). ' T'",:]:Tl.j:^:T!],lj.:nT!.^q.by the general.meeting of lhe_shareholdes of the company for a maximum period which li:.lo:,tÍ.nnióón1meeling of the companíii'Ür,l p]'iÖiiii'iil.',tiro Year following their aPPPintments, They shalliemain in ofiicó until their jucc.ssors are elected, They may be re-elected and they fiay be dismissód at any time oy ttre geneiá m..tins, ith or without cause. ln the event that one o_r Peveral positions of the Board become vacant due to death, resignation or any oher cause, the remaining Diiectors shall elect a replacement in accordance wtrr tne ápprlrá6r. r.gár póűún., in which case this aPPointment shall be ratiiied at the next general máeting ii itre strareíoto'árs ót tne Company. The Board has been authorized by the shareholders to manage the day{o-day operations of the Company, as well as to make administraüve decisions at the Company, Át rigtrts Únicn náve not been confened io the shareholders by the articles..oÍassociaÜons or by the laws iemain-the cómpetence of the Board, The Board may decide paying interim dividends as prescribód by law. All long-term PaY schemes, plans,.or.incentive prognams relating to the employees of the Company and its subsidiaries, which the Board would like to impiemint have to Üe nÁt nióuil,,í neror. áno ápp,iuói oy me shareholders and the general meeting oí the shareholders. The remuneration of the members oí the Board shall be fixed by the general meeting oí shareholders, The Board shalleíect a chairman from among its members. According to the articles of associalion, person§ with rro legal or financial link to the Company other than their mandate as Director are considered as "tndependent pgrsons''. lndependent Persons do not include persons who: a) are emPloYed bY the Company or its subsidiaries at the time of their appointment as a member of the Board of Directors, b) carry out Paid work for the beneíit of the Company or have technical, legal or íinancial responsibility towards the Company, 7 c) ?l9, siarehobers of the. Company and hold, directly or indirectly, at least ", 9_0]1,,o|tl. {oting rights or maintain tbmiíy ms win su.n . pJrrÓ'n, - d) receive Íinancial beneÍits in association with the activities oi resutts of the Company, e) have a legal relationship with a non-independent member of the' cómpany in another comPanY, in which the non-independeni member h.s poers of management or control. As at 3íst December 2024, fte Board is composed as follows: Name: position; l Mr. Gábor VÁRSZEG| Chairman of the Board o Mr, DáVid VÁRSZEG|, Member oí the Board o Mr, Wiggert KARREMAN, Memberoíthe Board r Mr. Martijn J.G. W|NDELS Memberoíthe Board r Mr, Gábor MOCSKONYI Member oíthe Board . Mr, Alan J. GR|FF|THS Memberof the Board The Annual General Meeting oÍ the Company held on 18rh Apn],2a24 elected the members of the Board of Directors with a mandate exPiring at the Annual General lveÖting ot snáreÜÚers of the company caúo to approve the Company's Íinancial statements as at 31sr oecembei 2o24 Each member of the Board of .Directors is a_ high-qualiíied, honest and acclaimed specialist. The Company publishes the information about the career of thó Board oí Directons, members on its website, The Board of Directors shall be vested with the most extensive powers to manage the affairs oí ihe c.9mq9nY and to carry out all measures and administrative áói, áriiró ittin tt. Űp"ottne córporate objectives. AnY Powers not expressly reserved íor.the Generar [,reeting oy ihe Articles Öf Association or oy the laws shall fall within the remit of the Board of Directors, A subsequent General Meeting representing at least 50% oí the ordinary shares may establish the límib and condjtiom aPPlicable to, the authorized Óapital, within the conditions Éio aown oy íne táw, ú úii...., the Board of Directors is authorized and mandáted to: ' carry out a caPital increase, in one or sevenal stages, by issuing new shares to be paid up either in cash, via contributions in kind, the transformatioriof de'bt or, sÜqect to the approvál oí tÜe Ánnual General Meeting, via the integration oí proíits or reserves intó tne capital; - set the Place and date of the issue or of successive i§sue§, the issue price, and the conditions and procedures íor subscríbing and paying up the new shares; - abolish or reskict the preferential subscription rights oí shareholdens with regard to new shares to be issued as part oí the authorized share capilaí.- This authorization is valid for a.period of five yean from the publication date of the authorization deed and maY be renewed bY a General Meeting of sharehotders tor any st aiei oitt e aufiorized capitár ÚtriÓÁ trave not been issued by the Board of Directórs in the meantime. Following each caPital increase carried out and duly recorded according to the legal formalities, the íirst ParagraPh oÍ the Articles of Association shall be amónded in such , rf .i to reílect the increase caried 8 :lLU' amendment §hall be rccorded in the notarial deed by the Board of Directons or any other authodzed pe§On. Audit commiftee 1::sogrF::.b]|:tt1l_:r,qi! gomlnítteg (the,,Audit Committee") consisting of independent members of the Boaíd of Directors to, nJ irnúü,ii .r'riil.ű""öini'nó,"inüiüiiJilliTf;'l|Jii management. I!3 i:'^::::,.1.::,Yl l.^:.]t9:1t9la minimum o|lreg (3)and a maximum of íive (5) people, IP:o:::lhi lI!1 9om miúee, s n a l t ó. á ópo int o br ihd ő.il;J ;;;ffi ;ii# Jn5á[".iJi"Á o,,n. :n,T:T^ 91 1. l !:T ^91 the goaid -dd ffi ió ;; íöd"ii'"pilil,;' iil'ö;'.'il' ili The Audit Committee is composed as follows; exceeding their respectlve mandates. The Audit committee sfiallelect a chairman fiom among its members. The quorum shall be met at the Audit 9n't!:: meelings when the members have been vátioty calleo to atteÜano when a minimum of trao- 1H}Í:f].^j':JlT!: are present. All the Audit Committee's oeci§Ús shall be taken by a simple malonry vote. ln the ev4nt of a tie, the person presiding over the meeting shall have trre casiing'vote, iriey maY be re-elected and tfreY maY be dismissed át any tiire Oy tne geneiái-rÓ.ting, with or without cause. The Audit Commíttee_oPings !he, annual report of the Company, oontrols and evaluates fte operalion of üre íinancial system, providQs its tasks in connóction wttn tnJúoitilr oiir.lJ óJirü.ry. Composition of the Audit Committee Mr. Martijn J.G. W|NDELS Mr. Wiggert KARREMAN Name: Ms. Alan J. GR|FF|THS Position: chairman of the Audit committee Memberof the Audít committee Memberof the Audít committee The members of the Audit.Committee were appointed for a period of one (1) year until the Annual General Meeting called to approve the Company's annual accounts as at 3,1st December 2024. No specific remuneration is attributed to the members of the Audit committee. The ComPanY Publishes the resolutions afier the General Meeting and ensures ths shareholders get to know their content, §.ubject to the Provisions of fie Article 10 of the Articles of lncorporation of the Company, the General Meeting of shareholders has the broadest power§ to order, carry out or ratiy measures relating to the activities of the Company. other Disclosures There are no agreements with restrictions on the transfer of the shareholders which are known to the company and may result in securities or voting rights within the meaning ft tne zoöry1og/Ec (transparency directive), , .l l .l lv gl rlvlvg vl ll lwl PUl ollul l vl tl l9 vul llPal ly. Thg." 1'9 no securities grantíng special control right to their holders and there are no restrictions on voting rights of the ordinary shares. ]herg ry no signilicar|t agreements to which the Company ís party to and which would take effect, alter or terminate upon a chan$e of conkolfollowing a publíc oeriig oiúÚ,due, Úo." IP:_:l.l' .9qPembnP between the Company and ib board members or employees providing for comPensation if theY 4esign or are made redundánt without valid reason or if theii empróyhentÉses because oía takeover bid, There have been no tiansactions canied out under Article !?0-26 (6) of the amended Law of 10 August 19Í5 on commercial coinpanies in retatlon to ná árocation of free snárásoiine Company. There is no sYstem of dontrol oí employee share scheme where the control rlghb are not exercised direc,1y by the employees Il.' c.qPP'.nY being a {nancialtrolding c9mp1l does not have any diversíty plicy as defined under Article :Í-ilÍl Point g) of the law of íg oece]moer l0oi, ás amended, noúevei, inlúbstáce there is a oivensity at iT:lf":,ji:^ÍÍ::Í]i::T:j:lg1.1g.,lt?.ved by resolution of the extraordinary general meeting of the shareholders under the conditjons otthé taw. Branches of the Comoany The Company has no branches, The Directors request that the.general meeting discharges the Board and the Audit Committee for the execution of their mandates íor the financial yeaiended as-at 31si oecámoer, zoeq. Luxembourg, 27 February 2025 10 chairman of the Board of Directors of Fotex Holding S,E, Manag_ement Responsibility Statement [::TlT§l9§ !9:!9Í oui knowledge, the present annual accounts as oí 3í December 2a24 have been PrePared in accordance with Luxembjurg óÁpano giu.;til;d'6, u"ü;;,"fi:l"-, ffi,ilX: financialPosition and profit_orJossor rotuiúojoinj s.r. rni,ooiti.,l th; il;;gement reprt includes a ltair fril'lr'jJ,::']??n:J:11T: ltl. bi.:;91,1 tlJ:iJiiiloiir rot , Holding s,E. together with a description of the principal risks and unc.rt intie. ttrat trrei iacá. Luxembourg, 27 chairman of the Board of Dírectols Member of the Board of Directors ll Tel. 352 45 123-1 www.bdo.lu 1, rue Jean Piret Boîte Postale 351 L-2013 Luxembourg BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. REPORT OF THE REVISEUR D’ENTREPRISES AGREE To the Shareholders of Fotex Holding Société européenne 28, avenue Pasteur L-2310 Luxembourg Report on the audit of the annual accounts Opinion We have audited the annual accounts of Fotex Holding (the “Company”), which comprise the balance sheet as at 31 December 2024, and the profit and loss account for the year then ended, and notes to the annual accounts, including a summary of significant accounting policies. In our opinion, the accompanying annual accounts give a true and fair view of the financial position of the Company as at 31 December 2024, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts. Basis for opinion We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU Regulation N° 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of the “réviseur d’entreprises agréé” for the audit of the annual accounts » section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the annual accounts, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of the audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. Valuation of shares in affiliated undertakings a) Why the matter was considered to be one of the most significant? We refer to the accounting policy 2.2 “Financial assets” and Note 5. “Financial assets” in the annual accounts. Investments in shares in affiliated undertakings (the “subsidiaries”) amount to EUR 214.0 million (2023: EUR 238.8 million), representing 86.73% (2023: 88.16%) of total assets of the Company at 31 December 2024. The identification of durable impairment indicators and the determination of a value adjustment requires the application of significant judgment by the Board of Directors. The significance of the estimates and judgments involved requires specific audit focus in this area. b) How the matter was addressed during the audit? Our audit procedures over the valuation of shares in affiliated undertakings included, but were not limited to: • We obtained the financial information of the subsidiaries of the Company at year-end and compared the carrying amount of the subsidiaries in the annual accounts of the Company at year-end to the pro-rata net equity of the subsidiaries in the financial information. • In case where the pro-rata net equity of a subsidiary was below its carrying amount and the Board of Directors did not recognize an impairment loss, we challenged the appropriateness of management’s assessment in that respect. • Further we assessed the adequacy and completeness of the disclosures in the Notes to the annual accounts. Other information The Board of Directors is responsible for the other information. The other information comprises the information included in the management report and the Corporate Governance Statement but does not include the annual accounts and our report of the “réviseur d’entreprises agréé” thereon. Our opinion on the annual accounts does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the annual accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the annual accounts or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard. BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. Responsibilities of the Board of Directors and those charged with governance for the annual accounts The Board of Directors is responsible for the preparation and fair presentation of these annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error. The Board of Directors is responsible for presenting the annual accounts in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”). In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. Responsibilities of the “réviseur d’entreprises agréé” for the audit of the annual accounts Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts. Our responsibility is to assess whether the annual accounts have been prepared in all material respects in accordance with the requirements laid down in the ESEF Regulation. As part of an audit in accordance with the EU Regulation N° 537/2014, the Law dated 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. • Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the “réviseur d’entreprises agréé” to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter. Report on Other Legal and Regulatory Requirements We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 17 April 2023 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is five years. The management report is consistent with the annual accounts and has been prepared in accordance with applicable legal requirements. The Corporate Governance Statement is included in the management report. The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the annual accounts and has been prepared in accordance with applicable legal requirements. We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent. We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014 were not provided and that we remained independent of the Company in conducting the audit. FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 24 NOTE 1 – General information Fotex Holding Société Européenne (the “Company”) is a European public limited company regulated under the laws of the Grand Duchy of Luxembourg. The Company has been registered in the Luxembourg Trade and Companies’ Register (“Registre de Commerce et des Sociétés Luxembourg”) under registration no. R.C.S. B 146938. The registered office of the Company is established at 28, avenue Pasteur, L-2310 Luxembourg. The object of the Company is to acquire participating interests, in any form whatsoever in Luxembourg or foreign companies, to acquire any kind of transferable securities via purchases, subscriptions or any other means as well as to dispose thereof via sales, exchanges or any other means, to manage and develop its portfolio and to acquire, sell and develop patents and licenses associated thereto. The Company may lend and borrow with or without security, participate in the creation and development of any companies and may render them assistance. In general, the Company may carry out any commercial or financial transaction or any transaction involving movable or immovable assets that is directly or indirectly linked to its corporate object or is likely to facilitate the expansion and development thereof. The financial year starts on January 1 st and ends on December 31 st each year. The Company also prepares consolidated financial statements, which are published according to the provisions of the law. The consolidated financial statements are prepared in accordance with IFRS as approved by the European Union. In addition, the Company is included in the consolidated financial statements of BLACKBURN INTERNATIONAL LUXEMBOURG S.à r.l. forming the largest body of undertakings of which the company forms a part as a direct subsidiary undertaking. The registered office of BLACKBURN INTERNATIONAL LUXEMBOURG S.à.r.l. is established at 28, avenue Pasteur, L-2310 Luxembourg. The consolidated financial statements may be obtained at its registered office. FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 25 NOTE 2 – Summary of significant accounting policies 2.1 General principle The annual accounts have been prepared in accordance with the Luxembourg Commercial Company Law of 10 August 1915 as amended and the amended law of 19 December 2002. Accounting policies, valuation policies and valuation rules are, besides the ones laid down by the said law, determined and applied by the Board of Directors. In preparing these annual accounts, the Board of Directors have assessed the ability of the Company to continue to operate; following this assessment the Board of Directors believes it appropriate to prepare these annual accounts on a going concern basis. The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise its judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly. The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 2.2 Summary of significant accounting policies Foreign currency translation − The accounts are expressed in EUR. − Transactions expressed in currencies other than EUR are translated into EUR at the exchange rate effective at the time of the transaction. − Formation expenses, intangible, tangible and financial fixed assets, expressed in currencies other than EUR are translated into EUR at the time of the transaction. At the balance sheet date, these assets remain translated at historic exchange rates. − Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. The unrealised exchange losses are recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realisation. − Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the year. − The interests on the loans are converted in using the average monthly exchange rate. FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 26 NOTE 2 – Summary of significant accounting policies (continued) Intangible assets Intangible assets other than formation expenses are recorded at their acquisition price, less cumulative value adjustments. Where applicable, amortization is calculated on the basis of generally accepted rates according to the estimated useful life of these assets. The rates and methods of depreciation applied are as follows: Depreciation rate Depreciation method % Trade mark concessions “Fotex” 4,17 Linear Trade mark concessions “Fotex”-renewal 10 years 10,00 Linear IP rights and software 33,00 Linear In case of durable depreciation in value according to the opinion of the Board of Directors, value adjustments are made in respect of these intangible assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. Intangible fixed assets with indefinite useful lives such as media rights are tested for impairment annually either individually or at the cash generating unit level. Such intangibles are not amortized. The useful life of intangible assets with indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to definite is made on a prospective basis. Tangible assets Tangible assets and other similar assets are valued at their acquisition price, less cumulative value adjustments. When applicable, depreciation is calculated on the basis of the estimated useful life of these fixed assets. The « Land and buildings » item includes a real estate property owned by the Company in Budaörs, Hungary. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. The economic useful lives used are as follows: Depreciation rate Depreciation method % Real estate and related property rights 2.00 Linear Hardware 33.00 Linear Office equipment 14.28 Linear Land is not depreciated. FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 27 NOTE 2 – Summary of significant accounting policies (continued) Where the Company considers that tangible fixed assets have suffered a decline in value in excess of the accumulated depreciation recognised, an additional write-down is recorded to reflect this impairment. These value adjustments are reversed if the reasons for which the value adjustments were made have ceased to apply. Financial assets Shares in affiliated undertakings/participating interests/loans to these undertakings/held as financial fixed assets/other loans are valued at purchase price including the expenses incidental thereto. In case of a durable impairment in value according to the opinion of the Board of Directors, value adjustments are made in respect of these financial fixed assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. Debtors Debtors, amounts owed by affiliated undertakings, amounts owed by undertakings with which the undertaking is linked by virtue of participating interests and other debtors are recorded at their nominal value. They are subject to value adjustments where their recovery is compromised Value adjustments made in previous financial years which are no longer necessary following the disappearance of the recovery risk shall be rectified. Investments Own shares are recorded at the purchase cost including expenses incidental thereto expressed in the currency in which the annual accounts are prepared. A value adjustment is recorded where the market value is lower than the weighted average price. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. The market value corresponds to the last available quotation on the valuation day for the investments. Cash at bank and in hand Cash at bank and in hand is recorded at their nominal values. Prepayments This asset item includes expenses incurred during the financial period but relating to a subsequent financial period. FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 28 NOTE 2 – Summary of significant accounting policies (continued) Provisions On the last day of the financial year, provisions are formed to cover all known or foreseeable liabilities and charges. Provisions are regularly reviewed and adjusted when the source of the liability or charge no longer exist. Provisions for taxation correspond to the tax liability estimated by the Company for the financial years for which tax returns have not been filed or tax assessments have not been received yet. Creditors Creditors are valued at their reimbursement value. Net turnover The net turnover comprises amounts paid by the group companies using and benefiting from the Fotex name (name wearing fee). Fotex Holding SE also provides guidance in the fields of property management to those subsidiaries which require it in exchange for a regular property management fee. FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 29 NOTE 3 – Intangible assets Evolution of intangible assets: Trademarks IP Rights and software Media rights Total Gross book value - opening balance 7,748,182.09 1,889.00 2,658,396.00 10,408,467.09 Additions for the financial year 0.00 0.00 0.00 0.00 Disposals for the financial year 0.00 0.00 -829,083.44 -829,083.44 Transfers for the financial year 0.00 0.00 0.00 0.00 Gross book value - closing balance 7,748,182.09 1,889.00 1,829,312.56 9,579,383.65 Value adjustment - opening balance -7,747,635.55 -1,889.00 -1,895,181.00 -9,644,705.55 Value adjustment for the financial year -160.12 0.00 0.00 -160.12 Reversals for the financial year 0.00 0.00 65,868.44 65,868.44 Transfers for the financial year 0.00 0.00 0.00 0.00 Value adjustments - closing balance -7,747,795.67 -1,889.00 -1,829,312.56 -9,578,997.23 Net book value - opening balance 546.54 0.00 763,215.00 763,761.54 Net book value - closing balance 386.42 0.00 0.00 386.42 FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 30 NOTE 3 – Intangible assets (continued) Trademarks The basis for recognition of the Trade Mark concession “Fotex” as an intangible asset consists of the fact that since its incorporation in 1984 the Company became well known and gained a good reputation. In 1990, in connection with the transformation of the Company to an Rt. (public limited company) and associated to an increase in share capital, the “Fotex” name has been valued by an independent appraiser. The gross value of the “Fotex” name amounts to 2.05 billion HUF which is equivalent to EUR 7.7 million. The “Fotex” name has been recognized as an asset to be in line with the regulations of Hungarian GAAP. Moreover, since February 10, 2011 the “Fotex” name has been registered not only in Hungary but at an EU level. Since the “Fotex” name can serve the best interest of the Company for a long period of time and is a well- known name, it has been amortized over 24 years. Media rights Intangible assets consist primarily of the Company' holding of media and merchandising rights in FTC Labdarúgó Zrt of EUR 0 (2023 EUR 763,214). As part of discontinuing its ownership of FTC Labdarúgó Zrt., (a company that operates and manages the football club „FTC”) acquired in 2001 (at a cost at that time of HUF 1.9 billion – ca, EUR 7 million), Fotex acquired certain merchandising rights in FTC (media and brand merchandise, distribution and promotion rights (billboards) in 2003 for an unlimited period. Owing to changes in Hungarian legislation, as of 1 January 2012, all rights related to the Club’s address, logo and name reverted to the FTC Sport Association. Such reversion is due compensation by FTC, the amount of which will be determined based on the fair value of the rights at the time of reversal by a court competent to act based on the location of the Club’s headquarters. Connected to this, in 2016 Fotex was awarded the use of a Skybox and 8 VIP tickets at the Stadium in Budapest which it is able to utilise without any restrictions. Fotex launched a number of legal cases since 2012 to recover the value. In December 2024, Fotex received compensation from the outstanding legal cases of Euro 829,083 which has been treated as recovery and adjustment to the impaired amount of the intangible asset. The value as of December 31 st , 2024 is Euro 0 and the management is not expecting any future economic benefits. Fotex continues to review the value lost through the change in legislation and may launch further legal cases to recover amounts recorded as impaired. FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 31 NOTE 4 – Tangible assets Evolution of tangible assets: Lands and buildings Other fixtures and fittings, tools and equipment Total Gross book value - opening balance 1,941,501.00 20,846.35 1,962,347.35 Additions for the financial year 0.00 0.00 0.00 Disposals for the financial year 0.00 0.00 0.00 Transfers for the financial year 0.00 0.00 0.00 Gross book value - closing balance 1,941,501.00 20,846.35 1,962,347.35 Value adjustment - opening balance -503,602.00 -20,846.35 -524,448.35 Value adjustment for the financial year -10,072.02 0.00 -10,072.02 Reversals for the financial year 255,885.41 0.00 255,885.41 Transfers for the financial year 0.00 0.00 0.00 Value adjustments - closing balance -257,788.61 -20,846.35 -278,634.96 Net book value - opening balance 1,437,899.00 0.00 1,437,899.00 Net book value - closing balance 1,683,712.39 0.00 1,683,712.39 The “Land and buildings” item includes real estate property owned by the Company in Budaörs, Hungary. FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 32 NOTE 5 – Financial assets Evolution of financial assets: 1. Shares in affiliated undertakings 5.Investments held as fixed assets Total Gross book value - opening balance 242,250,173.93 1,251.25 242,251,425.18 Additions for the financial year 0.00 0.00 0.00 Disposals for the financial year -26,247,704.08 0.00 -26,247,704.08 Transfers for the financial year -751,467.62 751,467.62 0.00 Gross book value - closing balance 215,251,002.23 752,718.87 216,003,721.10 Value adjustment - opening balance -3,403,017.77 -357.00 -3,403,374.77 Value adjustment for the financial year 0.00 -166,694.00 -166,694.00 Reversals for the financial year 1,717,704.08 0.00 1,717,704.08 Transfers for the financial year 483,764.80 -483,764.80 0.00 Value adjustments - closing balance -1,201,548.89 -650,815.80 -1,852,364.69 Net book value - opening balance 238,847,156.16 894.25 238,848,050.41 Net book value - closing balance 214,049,453.34 101,903.07 214,151,356.41 FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 33 NOTE 5 – Financial assets (continued) The financial information of affiliated undertakings, altogether known as “subsidiaries” as at December 31 st , 2024 are summarized below: Name of the company Registered office / Country Ownership % Last approved Financial statement date Capital and reserves at the last balance sheet date () Results at the last balance sheet date () Net book value 2024 Net book value 2023 Hungaroton Music Zrt Reitter F. u 39-49, 1135 Budapest, Hungary 99.21 31/12/2023 HUF 301,467,000.00/ EUR 787,572.20 HUF 19,904,000.00/ EUR 52,111.53 EUR 742,001.11 EUR 742,001.11 Sigma Kft Csörsz u.45.6.em., 1124 Budapest, Hungary 100.00 31/12/2023 HUF 82,308,000.00 / EUR 215,026.91 HUF 23,968,000.00 / EUR 62,751.67 EUR 217,150.27 EUR 217,150.27 Upington Investments Sàrl 28, avenue Pasteur L-2310 Luxembourg 100.00 31/12/2023 EUR 20,817,466.66 EUR -29,311.66 EUR 1,105,093.38 EUR 1,105,093.38 Szekhely 2007 Kft Palatinus ut. 1, 1025 Budapest, Hungary 99.28 31/12/2023 Merged into Fotexnet Nil Nil EUR 267,702.82 Fotex Netherlands BV Sarphatikade 13, 1017 WW Amsterdam, The Netherlands 100.00 31/12/2023 EUR 303,948,646.00 EUR 2,884,480.00 EUR 211,985,208.58 EUR 236,115,208.58 Arany Juhar Idosotthon Kft Agard-Gardonyi utca 98.B.ép, 2484 Gardony, Hungary 100.00 31/12/2023 Dissolved Nil Nil EUR 400,000.00 TOTAL EUR 214,049,453.34 EUR 238,847,156.16 () The closing exchange rate used to convert HUF into EUR (when the share capital of the subsidiaries is expressed in HUF) is 382.78 and the average exchange rate used to convert HUF into EUR (when the 2023 results of the subsidiaries is expressed in HUF) is 381.95 and is given only for information and conversion purpose. Hungaroton Music Kft. The Company received a dividend of HUF 19,746,758.00.00 (EUR 50,131.40) from Hungaroton Music Kft approved by its annual general meeting held on April 22 nd , 2024. Sigma Kft The Company received a dividend of HUF 23,968,000.00 (EUR 60,847.93 from Sigma Kft approved by its annual general meeting held on April 22 nd , 2024. Szekhely 2007 Kft The Company received a dividend of HUF 87,680,015.00 (EUR 222,396.99) from Szekhely 2007 Kft approved by its annual general meeting held on April 15 th , 2024. Szekhely 2007 Kft merged into Fotexnet Kft with effect as at July 1 st , 2024. The Company became a direct shareholder of Fotexnet Kft which has been reclassified as “investments held as fixed assets” for a net book value of EUR 267,702.82. As at December 31 st , 2024 the value of the investment was impaired by EUR 166,694.00 FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 34 NOTE 5 – Financial assets (ended) Arany Juhar Idősotthon Kft The Company acquired Arany Juhar Idősotthon Kft in 2021. The purpose of the investee company was to run a retirement home for third party customers. As at 31 December 2022, the operations of the investee company had not yet started (early phase). On July 6 th , 2023, the Company has increased its shareholding from 99.92% to 100%. On December 6 th , 2023, the Board of Directors of the Company decided to discontinue with the current business model by selling the retirement home to its group company, Keringatlan Kft and resolved to initiate the dissolution of Arany Juhar Idősotthon Kft. Accordingly, the value of the investment was impaired by EUR 1,717,704.08. On October 3 rd , 2024 Arany Juhar Idősotthon Kft was struck off, therefore the Company has written off the net book value of Arany Juhar Idősotthon Kft (EUR.400,000) and received EUR 423,325.17 as return on investment. Fotex Netherlands B.V. On July 10 th , 2024, the Company, acting as the sole shareholder of Fotex Netherlands B.V., resolved to cancel 24,130,000 shares (with a nominal value of EUR 1.00) in the capital of Fotex Netherlands B.V. and to repay to the Company the par value of those shares (being a total of EUR 24,130,000.00). The Board of Directors have concluded that there was no other durable depreciation on the remaining financial assets as at December 31 st , 2024. NOTE 6 – Amounts owed by affiliated undertakings As at December 31 st , 2024, this caption is mainly composed of: - Interest bearing loan of EUR 300,000.00 drawn-down as part of a facility for a total amount of EUR 300,000.00 granted to Upington Investments S.à r.l. (matured) is totally paid back subsequently in year 2025 (2023: EUR 300,000.00); - Interest bearing loan of EUR 50,000.00 drawn-down as part of a facility for a total amount of EUR 100,000.00 granted to Upington Investments S.à r.l..(matured) is totally paid back subsequently in year 2025 (2023: 50,000.00); - Interest bearing loan of EUR 2,550,000.00 drawn-down as part of a facility amended on August 8 th , 2023 for a total amount of EUR 2,600,000.00 granted to Arany Juhar Idősotthon Kft. was totally repaid for an amount of EUR 11,356.00 during the year (2023: EUR 11,356.00); - Dividends receivable of EUR 234,619.64 from Fotexnet Kft, following the merger of Szekhely 2007 Kft into Fotexnet Kft (2023: EUR 706,922.10 was due from Szekhely 2007 Kft before the merger). FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 35 NOTE 6 – Amounts owed by affiliated undertakings (continued) - Name wearing and property management accrued fee for EUR 284,295.06 (2023: EUR 296,343.63). As at December 31 st 2024, the Board of Directors concluded that no value adjustment was necessary in respect of the amounts owed by affiliated undertakings. NOTE 7 – Other debtors As at December 31 st , 2024, the other debtors are mainly composed of: - VAT recoverable for an amount of EUR 419,521.07 (2023: EUR 378,004.38); - Advance paid to the Direct Tax Administration for an amount of EUR 12,050.00 (2023: EUR 19,446.47). FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 36 NOTE 8 – Own shares Own shares Own shares Quantity Recorded Value/EUR Opening balance 15,262,199 24,421,680.50 Acquisition 154,770 494,203.37 Sale 0 0.00 Closing balance 15,416,969 24,915,883.87 The Company has created a non-distributable reserve in the caption “Reserve for own shares”. The own shares were recorded at purchase price and they are valued at the weighted average cost. NOTE 9 – Capital and reserves The movements in capital and reserves during the financial year are as folllows: Subscribed capital Share premium Reserve for own shares Legal reserve Dividends (*) Other non- distributable reserves () Profit or loss brought forward Result for the financial year As at December 31st, 2023 30,543,933.00 4,978,495.50 24,421,680.50 3,054,393.30 0.00 93,118.36 187,275,126.98 -3,439,290.15 Dividends () 0.00 0.00 0.00 0.00 -180,000.00 0.00 0.00 0.00 Transfer to reserve 0.00 -494,203.37 494,203.37 0.00 0.00 0.00 0.00 0.00 Increase capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Decrease capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Allocation of the results 0.00 0.00 0.00 0.00 180,000.00 0.00 -3,619,290.15 3,439,290.15 Result for the financial year 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -360,523.68 As at December 31st, 2024 30,543,933.00 4,484,292.13 24,915,883.87 3,054,393.30 0.00 93,118.36 183,655,836.83 -360,523.68 () At the Annual General Meeting of the Company held on April 18 th , 2024, the Company has decided not to pay dividends to the shareholders holding ordinary shares of the Company and to declare dividends on the dividend preference shares in the amount of EUR 0.20/dividend preference shares for a total amount of EUR 180,000.00. () At the Annual General Meeting of the Company held on May 12 th , 2014, the Company has decided to allocate an amount of EUR 93,118.36 to an un-distributable reserve for unrealized gains on foreign exchange. FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 37 NOTE 9 – Capital and reserves (continued) The movements in capital and reserves during the previous financial year are as folllows: Subscribed capital Share premium Reserve for own shares Legal reserve Dividends (*) Other non- distributable reserves () Profit or loss brought forward Result for the financial year As at December 31st, 2022 30,543,933.00 5,523,277.71 23,876,898.29 3,054,393.30 0.00 93,118.36 183,702,243.71 3,662,883.28 Transfer to reserve 0.00 -544,782.21 544,782.21 0.00 -90,000.00 0.00 0.00 0.00 Increase capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Decrease capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Allocation of the results 0.00 0.00 0.00 0.00 90,000.00 0.00 3,572,883.27 -3,662,883.28 Result for the financial year 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -3,439,290.15 As at December 31st, 2023 30,543,933.00 4,978,495.50 24,421,680.50 3,054,393.30 0.00 93,118.36 187,275,126.98 -3,439,290.15 () At the Annual General Meeting of the Company held on April 17 th , 2023, the Company has decided not to pay dividends to the shareholders holding ordinary shares of the Company and to declare dividends on the dividend preference shares in the amount of EUR 0.10/dividend preference shares for a total amount of EUR 90,000.00 (*) At the Annual General Meeting of the Company held on May 12 th , 2014, the Company has decided to allocate an amount of EUR 93,118.36 to an un-distributable reserve for unrealized gains on foreign exchange. Subscribed capital As at December 31 st , 2024, the Company has an issued and subscribed capital of EUR 30,543,933.00 divided into 70,723,650 ordinary shares and 2,000,000 dividend preference shares, i.e. a total of 72,723,650 shares with a par value of EUR 0.42. The dividend preference shares carry the same rights as ordinary shares in the event of liquidation or dissolution of the Company. Dividend preference shares come with a right to an annual dividend decided by the General Assembly, but are without right to vote. This dividend may not exceed 50% of the average annual price of the ordinary shares but may not be less than twice the amount produced by applying the 12-month interest rate of the European Central Bank prevailing at 1 January of the year in which the dividend is paid on the nominal value of shares (i.e. 0.42 x interest rate x 2). This dividend may only be paid if the Company's consolidated financial statements for the relevant year prepared under IFRS show profits which, subject to compliance with legal provisions, allow for the distribution of such dividend. FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 38 NOTE 9 – Capital and reserves (continued) The total dividends paid in respect of dividend preference shares may not exceed thirty percent (30%) of the consolidated after-tax profit based on the IFRS financial statements (less minority interest). The holders of dividend preference shares are not entitled to any other rights or dividends outside those described above, attributed to them by the General Assembly. Such dividends are paid once a year and interim payment is only allowed if the conditions of such a distribution are met. If the Company is unable to pay such dividends for one year or if it pays only a minimum portion due for a given year and does not regularize the payment of the full amount upon payment of the dividends for the following year, the right to vote identical to that applied to ordinary shares will be granted to the holders of dividend preference shares. The voting will be extended until the Company has paid all minimum dividends due with respect to the dividend preference shares. A subsequent General Assembly meeting representing at least 50% of the ordinary shares may determine the limits and conditions of the authorised capital within the limits set by the law. In this case, the Board of Directors is authorised and empowered to: - increase the capital in one sum or in instalments, by issuing new shares to be paid in cash or in contributions in kind, by converting receivables or, upon approval of the Annual General Assembly, by way of capitalising the profit or reserves. - determine the place and date of the issue or successive issues of the new shares along with the costs of such an issue as well as the terms and conditions of subscription. - suppress or limit the preferential subscription right of shareholders should the new shares be issued as part of the authorized capital. This authorisation is valid for a period of five years from the date of publication of the deed of authorization and may be prolonged by a General Assembly of the shareholders with respect to shares that form part of the authorised capital and have not yet been issued by the Board of Directors. Following each capital increase realised and duly effected in accordance with the relevant legal forms, the first paragraph of the article 5 shall be amended to reflect the latest increase; such changes will be recorded in due form by the Board of Directors or by a person appointed for that purpose. Since February 23 rd , 2012, the Company’s ordinary shares are quoted on the Luxembourg Stock Exchange. Legal reserve Luxembourg companies are required to allocate to a legal reserve a minimum of 5% of the annual net income, until this reserve equals 10% of the subscribed share capital. This reserve may not be distributed. FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 39 NOTE 10 – Creditors Remaining terms of amounts due and payable for the accounts shown under “creditors “are as follows: Within After one After more one year and then five Total Total year within five years 31/12/2024 31/12/2023 years Trade creditors (1) 233,574.03 0.00 0.00 233,574.03 222,287.78 Amounts owed to affiliated undertakings (2) 0.00 0.00 0.00 0.00 23,592,765.32 Other creditors Tax authorities 32,043.20 0.00 0.00 32,043.20 38,525.46 Social security authorities 4,578.23 0.00 0.00 4,578.23 4,771.67 Other creditors 138,321.21 0.00 0.00 138,321.21 138,925.08 Total 408,516.67 0.00 0.00 408,516.67 23,997,275.31 (1) As at December 31 st , 2024, the trade creditors are mainly composed of trade creditors – purchase invoice accruals for an amount of EUR 127,543.46 (2023: EUR 192,385.25). (2) As at December 31 st , 2024, the amounts owed to affiliated undertakings are mainly composed of: - Interest bearing loan drawn-down as part of a facility for a total amount of EUR 8,000,000.00 granted by Fotex Netherlands B.V. were totally repaid during the year. (2023: EUR 8,000,00.00). - Interest bearing loan granted by FN2 B.V, company held indirectly by Fotex Holding SE. were totally repaid during the year (2023: EUR 14,000,000.00). FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 40 NOTE 11 – Net turnover The Company has had the following revenues during the financial year captured: 2024 2023 Name wearing fees 714,311.76 709,832.82 Property management fees 413,062.85 462,961.43 1,127,374.61 1,172,794.25 The name wearing fees and property management fees are earned from group companies in Hungary and in the Netherlands. NOTE 12 – Other operating income As at December 31 st , 2023, the other operating income includes compensation received in relation to a litigation for an amount of EUR 29,266.20. NOTE 13 – Raw materials and consumables and other external expenses The other external expenses are composed of: 2024 2023 Rent, commissions and professional fees 691,712.26 707,582.48 Insurance premiums 8,320.00 8,319.98 Marketing and communication costs 8,274.39 4,912.40 Miscellaneous external charges 44,057.53 94,889.38 752,364.18 815,704.24 As at December 31st 2024, audit fees amounted to EUR 130,000.00 (2023:EUR 117,500.00). The item Miscellaneous external charges relate mainly to contributions paid to the CSSF. NOTE 14 – Other operating expenses The other operating expenses mainly include: - directors’ fees for a gross amount of EUR 373,065.85 (2023: EUR 345,645.85). FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 41 NOTE 15 – Income from participating interests This item is composed of: - dividends received from affiliated undertakings for an amount of EUR 356,701.49 (2023: EUR 245,526.89). NOTE 16 – Interest payable and similar expenses concerning affiliated undertakings The interest payable is mainly composed of: - interest paid/or due to affiliated undertakings for an amount of EUR 560,873.17 (2023: EUR 923,288,16). NOTE 17 – Tax on profit The Company has entered into a tax consolidation regime with its subsidiary Upington Investment S.à r.l. as per the article 164 bis LIT as of 01/01/2010. In accordance with the tax consolidation regime, the corporate income and the municipal business taxes of Fotex Holding S.E. (as parent company) and Upington Investment S.à r.l (subsidiary company) are calculated and accounted for at the level of Fotex Holding S.E. This caption can be detailed as follows: 2024 2023 Regularisation of corporate income tax from previous year 652.77 0.00 652.77 0.00 NOTE 18 – Other taxes 2024 2023 Net wealth tax 4,815.00 12,050.00 4,815.00 12,050.00 NOTE 19 – Additional information Staff costs During the financial year, the Company employed 1.33 employee (2023: 1 employee). FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR) 42 NOTE 19 – Additional information (continued) Advances and loans granted to the members of the administrative, managerial and supervisory bodies During the year, the Company did not grant advances and loans to the members of those bodies and no commitments have been entered into on their behalf by way of guarantees of any kind (2023: NIL). Off balance sheet commitments There are no off-balance sheet commitments. Subsequent event There have been no subsequent event following the financial year-end.