FotexHolding — Annual Report 2024

Mar 14, 2025

FOTEX HOLDING Société Européenne Annual Accounts for the year ended as at December 31st, 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

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

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FOTEX HOLDING, Société Européenne

Registered office: 28, avenue Pasteur, L-2310 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 31st December 2024.

The company's financial statements show a loss of EUR -360,523.68. At this time, there is no information concerning items likely to affect the company's financial position.

Relevant events of the year 2024

As a result of various ongoing court cases in Hungary regarding Fotex's FTC rights, the Company received compensation of EUR 869,083 which has been treated as recovery and adjustment to the impaired amount of the intangible asset. The net book value of FTC rights is at EUR 0.00 as at December 31st, 2024 and the management is not expecting further economic benefits.

As from July 1st 2024, Székely 2007 Kft, merged into Fotexnet Kft. The Company became a direct shareholder of Fotexnet Kft. On July 10th, 2024 the company, acting as sole shareholder of Fotex Netherlands BV, resolved to cancel 24,430,000 shares in its share capital, thereby reinforcing the outstanding interest-bearing loans payable by the Company.

RCS Luxembourg B.146938

The company did not undertake any Research & Development projects.

On the reporting date, the Company indirectly owned, in early October, Arany Juhar Időotthon Kft. was struck off the registry and respectively the net book value of the investment was written off for an amount of EUR 400,000.00.

The Company will carry on its activities and development as it did during the last former years – no amendment is foreseen by the Board of Directors of the company.

Research & Development projects

During the Year 2024, the Company repurchased 154,770 units of its own ordinary shares with a nominal value of EUR 0.42 each.

As at December 31st, 2024 the Company held the following shares:

• Directly owned shares:
  • 9,919,690 Pieces of ordinary shares with a nominal value of EUR 0.42 per each;
  • 325,000 Pieces of dividend preference shares with a nominal value of EUR 0.42 each.
• Indirectly owned shares:
  • 19,118,999 Pieces of ordinary shares with a nominal value of EUR 0.42 per each;
  • 115,000 Pieces of dividend preference shares with a nominal value of EUR 0.42 each.

During the financial year, the Company continued and operated a share buyback program which was carried out as part of the Company deploying capital into investments it considers to be in the best interest of Fotex. The program also provided additional liquidity to facilitate, in the best interest of all shareholders, the smooth trading of the shares. As a result of the decision of the annual general meeting of the shareholders of the company held on 5th May, 2021, the Board of Directors have been granted the power to continue with the share buyback program for a further five years up to a maximum of 17 million shares. The purchase price set between the nominal value and the market value on the transaction and on the condition that such transactions should not cause the net assets to fall below the share capital and non-distributable reserves combined.

On January 31st, 2025, the Company has ceased its share buyback program.

As at December 31st, 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.

Directly owned shares as at 31st December, 2024:

• Ordinary shares
• Dividend Preference Shares

The dividend preference shares carry the same rights as ordinary shares in the event of liquidation or dissolution of the Company. Dividend Preference Shares carry 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 on the stock exchange and shall not exceed 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 its 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, with adequate in conformity with legal provisions, allow for the distribution of such dividend.

Financial overview

The table below summarizes the Company's key financial indicators, which are monitored by the Company's management:

	31.12.2024 EUR	31.12.2023 EUR
Net turnover	1,127,374.61	1,172,194.28
Profit/(loss) for the financial year	(360,523.68)	(3,439,290.15)
Own equity	240,386,933.81	246,927,457.49
Total assets	246,795,450.48	270,924,732.80
Total number of issued shares	72,723,650	72,723,650
Return on equity (1)	(0.15%)	(1.39%)
Return on assets (2)	(0.15%)	(1.27%)

(1) Return on equity: Profit/(loss) for the year / Average equity
(2) Return on assets: Profit/(loss) for the year / Average total assets

The Company's financial position and results can be affected by risks and uncertainties, although the Company does not consider these to be significant at this point in time. The Company predominantly operates as a holding company. The management nevertheless closely monitors the following potential risks that might affect their business:

• Credit risk;
• Interest risk;
• Liquidity risk.

Management monitors these risks and applies the following risk management procedures:

Credit risk

The Company aims to mitigate credit risk by its careful and continuous debtor portfolio monitoring process. In addition, the Company regularly follows up information about the main debtors in the market.

Interest risk

In order to mitigate the interest risk the Company (and its subsidiaries) applies the following procedures:
* tries to obtain fixed rate loans
* in case of variable interest rate loans, the Company tries to balance its interest income and interest expense by granting loans with appropriate interest rate.

Liquidity risk

Liquidity risk is monitored as follows;
* monitoring daily available deposited and free cash
* monitoring weekly cash flows

With the help of the management information system, the operations of the Company are monitored on a monthly basis.

The Company as a standalone holding company did not use hedge accounting in the course of the financial year as its revenue (name wearing and management fees) has been involved in purchase by the Company.

The Company's internal control and risk management systems in relation to the financial reporting process

The Board of Directors has overall responsibility for ensuring that the Company and its affiliates maintain a sound system of internal controls, including financial, operational and corporate controls. Such a system is an integral part of the corporate governance strategy of the company. Internal control procedures help to ensure the proper management of risks and provide reasonable assurance that the business objectives of the Company are achieved. The internal control procedures are defined and implemented by the Company to ensure:

• the compliance of actions and decisions with applicable laws, regulations, standards, internal rules and contracts;
• the effectiveness of operations and the optimal use of the company's resources;
• the correctness of the Company's internal processes, notably those to ensure the safeguarding of assets;
• the integrity and reliability of financial and operational information, both for internal and external use;
• that management's instructions and directions are properly applied; and
• that material risks are properly identified, assessed, mitigated and reported.

Like all control systems, internal controls cannot provide an absolute guarantee that risks of misstatement, losses or human error have been totally mitigated or eliminated. The control environment is an essential element of the internal control framework, as it sets the tone for the organization. This is the foundation of the other components of internal control, providing discipline and structure.

Regarding the internal controls in the area of accounting and financial reporting, the following should be noted:

• The Company relies on a comprehensive system of financial reporting. Strategic plans, business plans, budgets and the interim and full-year consolidated accounts of the subsidiaries are submitted to the Board for approval. The Board also approves all significant investment decisions. The Board receives monthly financial reports setting out the Company’s financial performance in comparison to the approved budget and prior year figures.
• A clear segregation of duties and assignment of bank mandates between members of management and the accounting departments is implemented.
• Within the context of the ongoing organizational realignment implemented since the Company moved its headquarters to Luxembourg, a greater integration of the financial operations of the parent company and affiliates under a single management structure was established.

It is proposed to the Annual General Meeting that the Company does not pay any dividend on the ordinary shares for the Year 2024 and it is proposed to pay dividends on the dividend preference shares in the amount of EUR 0.22/share.

Significant Events after the end of the reporting period

There have been no significant events after the reporting date.# Item 10. Directors, Executive Officers and Corporate Governance

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Controls have been established in the processing of accounting transactions to ensure appropriate procedures for transactions, effective segregation of duties, and the complete and accurate recording of financial information. The Company is to adopt best practice corporate governance standards, including complying with the Ten Corporate Governance Principles of the Luxembourg Stock Exchange. A.S.R.L. is to comply with its articles of incorporation which are available on the Company's website (https://www.fotex.lu/investors/corporategovernance).

Significant Direct and Indirect Shareholders

Gábor Vászegi, Chairman of the Board of the Company, directly or indirectly controls a part of the voting rights. Blackburn International Luxembourg S.a r.l. (Blackburn Luxembourg) is a Luxembourg Company. As at 31st December 2024, Blackburn Luxembourg controlled 50.35% (1st. December 2023: 50.35%) of the Company's voting shares.

Board of Directors

The Company is governed by a board of directors (the "Board") composed of a minimum of five (5) and a maximum of eleven (11) members (the "Directors", each a "Director"). Directors are appointed by the general meeting of the shareholders of the company for a maximum period which expires at the next annual general meeting of the company, or within one year following their appointments. They shall remain in office until their successors are elected. They may be re-elected and they may be dismissed at any time by the general meeting, with or without cause. In the event that one or several positions of the Board become vacant due to death, resignation or any other cause, the remaining Directors shall elect a replacement in accordance with the applicable provisions, in which case this appointment shall be ratified at the next general meeting of the shareholders of the Company.

The Board has been authorized by the shareholders to manage the day-to-day operations of the Company, as well as to make administrative decisions at the Company. All rights which have not been conferred to the shareholders by the articles of association or by the laws remain the competence of the Board. The Board may decide paying interim dividends as prescribed by law. All long-term pay schemes, plans, or incentive programs relating to the employees of the Company and its subsidiaries, which the Board would like to implement have to be laid out, defined, and approved by the shareholders and the general meeting of the shareholders. The remuneration of the members of the Board shall be fixed by the general meeting of shareholders. The Board shall elect a chairman from among its members.

According to the articles of association, persons with no legal or financial link to the Company other than their mandate as Director are considered as "independent persons". Independent 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 benefit of the Company or have technical, legal or financial responsibility towards the Company,
c) are shareholders of the Company and hold, directly or indirectly, at least 5% of the voting rights or maintain family ties with such a person,
d) receive financial benefits in association with the activities or results of the Company,
e) have a legal relationship with a non-independent member of the company in another company, in which the non-independent member has powers of management or control.

As at 31st December 2024, the Board is composed as follows:

Name	Position
Mr. Gábor VÁRSZEGI	Chairman of the Board
Mr. David VÁRSZEGI	Member of the Board
Mr. Wiggert KARREMAN	Member of the Board
Mr. Martijn J.G. WINDELS	Member of the Board
Mr. Gábor MOCSKONYI	Member of the Board
Mr. Alan J. GRIFFITHS	Member of the Board

The Annual General Meeting of the Company held on 18th April 2024 elected the members of the Board of Directors with a mandate expiring at the Annual General Meeting of shareholders of the company called to approve the Company's financial statements as at 31st December 2024. Each member of the Board of Directors is a high-qualified, honest and acclaimed specialist. The Company publishes the information about the career of the Board of Directors members on its website.

The Board of Directors shall be vested with the most extensive powers to manage the affairs of the Company and to carry out all measures and administrative actions within the scope of the corporate objectives. Any powers not expressly reserved for the General Meeting by the Articles of Association or by the laws shall fall within the remit of the Board of Directors.

A subsequent General Meeting representing at least 50% of the ordinary shares may establish the limits and conditions applicable to the authorized capital, within the conditions laid down by the law. In this context, the Board of Directors is authorized and mandated to:

• carry out a capital increase, in one or several stages, by issuing new shares to be paid up either in cash, via contributions in kind, the transformation of debt or, subject to the approval of the Annual General Meeting, via the integration of profits or reserves into the capital;
• set the place and date of the issue or of successive issues, the issue price, and the conditions and procedures for subscribing and paying up the new shares;
• abolish or restrict the preferential subscription rights of shareholders with regard to new shares to be issued as part of the authorized share capital.

This authorization is valid for a period of five years from the publication date of the authorization deed and may be renewed by a General Meeting of shareholders for any part of the authorized capital which has not been issued by the Board of Directors in the meantime.

Following each capital increase carried out and duly recorded according to the legal formalities, the first paragraph of the Articles of Association shall be amended in such a way as to reflect the increase. This amendment shall be recorded in the notarial deed by the Board of Directors or any other authorized person.

Audit Committee

The Company has established an Audit Committee (the "Audit Committee") consisting of independent members of the Board of Directors to oversee the Company’s accounting and financial reporting process and its internal control systems. The Audit Committee shall consist of a minimum of three (3) and a maximum of five (5) people. The members of the Audit Committee shall be appointed by the Board of Directors. The Audit Committee shall be composed of independent members of the Board of Directors. In the event that a position on the Audit Committee becomes vacant, the remaining members shall appoint a replacement who shall be ratified at the next General Meeting. The Audit Committee shall operate in accordance with the provisions of the law and these Articles of Association. The Audit Committee shall elect a chairman from among its members. The quorum shall be met at the Audit Committee meetings when the members have been validly called to attend and when a minimum of two (2) members are present. All the Audit Committee’s decisions shall be taken by a simple majority vote. In the event of a tie, the person presiding over the meeting shall have the casting vote. They may be re-elected and they may be dismissed at any time by the general meeting, with or without cause. The Audit Committee oversees the annual report of the Company, controls and evaluates the operation of the financial system, provides its tasks in connection with the auditing of the Company’s accounts.

Composition of the Audit Committee

Name	Position
Mr. Martijn J.G. WINDELS	Chairman of the Audit Committee
Mr. Wiggert KARREMAN	Member of the Audit Committee
Mr. Alan J. GRIFFITHS	Member of the Audit 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 31st December 2024. No specific remuneration is attributed to the members of the Audit Committee.

The Company publishes the resolutions after the General Meeting and ensures the shareholders get to know their content. Subject to the provisions of Article 10 of the Articles of Incorporation of the Company, the General Meeting of shareholders has the broadest powers to order, carry out or ratify 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 of the 2004/109/EC (transparency directive). There are no securities granting special control rights to their holders and there are no restrictions on voting rights of the ordinary shares. There are no significant agreements to which the Company is party to and which would take effect, alter or terminate upon a change of control following a public offering of shares, due to. There are no agreements between the Company and its board members or employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of a takeover bid.

There have been no transactions carried out under Article 130-26 (6) of the amended Law of 10 August 1915 on commercial companies in relation to the allocation of free shares of the Company. There is no system of control of employee share schemes where the control rights are not exercised directly by the employees. The Company being a financial holding company does not have any diversity policy as defined under Article 223-1 Point g) of the law of 19 December 2008, as amended. However, in substance, there is a diversity at Board level that is reflected in the composition of the Board of Directors and Audit Committee. The remuneration policy shall be approved by resolution of the extraordinary general meeting of the shareholders under the conditions of the law.

Branches of the Company

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 for the financial year ended as at 31st December 2024.# Management Responsibility Statement

Luxembourg, 27 February 2025

Chairman of the Board of Directors of Fotex Holding S.E.

Management Responsibility Statement

To the best of our knowledge, the present annual accounts as of 31 December 2024 have been prepared in accordance with Luxembourg generally accepted accounting principles, and the management report includes a fair and comprehensive description of the development and performance of the business and the position of Fotex Holding S.E. together with a description of the principal risks and uncertainties that they face.

Luxembourg, 27 February 2025

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Chairman of the Board of Directors

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Member of the Board of Directors

BDO Audit, Société Anonyme
1, rue Jean Piret
Boîte Postale 351
L-2013 Luxembourg
Tel. 352 45 123-1
www.bdo.lu

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.# FOTEX HOLDING

Annual Accounts for the year ended 31/12/2024 (expressed in EUR)

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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”	Linear	4,17
Trade mark concessions “Fotex”-renewal	Linear	10,00
IP rights and software	Linear	33,00

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	Linear	2.00
Hardware	Linear	33.00
Office equipment	Linear	14.28

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 31st, 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 31st, 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

34

NOTE 5 – Financial assets (ended)

Book value	Entity Name	Address	Ownership (%)	Date	Share Capital (HUF/EUR)	Investments (HUF/EUR)	Net Book Value (EUR)	Other Assets (EUR)
2023	Hungaroton Music Zrt	Reitter F. u 39-49, 1135 Budapest, Hungary	99.21	31/12/2023	301,467,000.00 / EUR 787,572.20	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	82,308,000.00 / EUR 215,026.91	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	EUR 267,702.82	Nil
	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	EUR 400,000.00	Nil
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 22nd, 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 22nd, 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 15th, 2024.

Szekhely 2007 Kft merged into Fotexnet Kft with effect as at July 1st, 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 31st, 2024 the value of the investment was impaired by EUR 166,694.00

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 6th, 2023, the Company has increased its shareholding from 99.92% to 100%. On December 6th, 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 3rd, 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 10th, 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 31st, 2024.

FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR)

35

NOTE 6 – Amounts owed by affiliated undertakings (continued)

As at December 31st, 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 8th, 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).
- Name wearing and property management accrued fee for EUR 284,295.06 (2023: EUR 296,343.63).

As at December 31st 2024, the Board of Directors concluded that no value adjustment was necessary in respect of the amounts owed by affiliated undertakings.

FOTEX HOLDING Annual Accounts for the year ended 31/12/2024 (expressed in EUR)

36

NOTE 7 – Other debtors

As at December 31st, 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)

37

NOTE 8 – 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 18th, 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 12th, 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)

38

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 17th, 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 12th, 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 31st, 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)

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)

NOTE 10 – Creditors

Remaining terms of amounts due and payable for the accounts shown under “creditors “are as follows:

	Within one year	After one year and then five years	After more than five years	Total 31/12/2024	Total 31/12/2023
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)

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
Total	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
Total	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)

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
Total	652.77	0.00

NOTE 18 – Other taxes

	2024	2023
Net wealth tax	4,815.00	12,050.00
Total	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)

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.