DH Group Nyrt. - Remuneration report 2025

The Company's Board of Directors publishes the Company's Remuneration Report in line with the Executive Remuneration Policy promulgated in line with the provisions of Act LXVII of 2019 on the Encouragement of Long-Term Shareholder Engagement and Amendments of Certain Regulations for the Purposes of Legal Harmonisation and adopted with Decision 34/2025 of 30 April by the Company's General Meeting.

1. Total remuneration in 2025
   1. Remuneration of the members of the Supervisory Board

      In their capacity as members of the Supervisory Board, the members of the Supervisory Board shall receive only a fixed monthly fee. The General Meeting of the Company decided on the amount of the remuneration for the financial year 2025: the members of the Supervisory Board were entitled to a remuneration of HUF 235,000 per month per member, and the Chairman of the Supervisory Board was entitled to a remuneration of HUF 295,000 per month. These fees include the honorarium for membership of the Audit Committee.

      In line with the above, the following payments were made to Supervisory Board members in 2025:

      Annual gross HUF values	Financial remuneration							Other remuneration
      	Basic wages	Honorarium	Total of fixed components of the remuneration	Quarterly or annual bonus	Total of variable components of the remuneration	Total financial remuneration	Percentage of variable components
      Károly Redling, Chairman of the Supervisory Board		3 360 000	3 360 000		-	3 360 000	0%	-
      György Martin Hajdu, Member of the Supervisory Board		2 680 000	2 680 000		-	2 680 000	0%	-
      György Martin Hajdu, Member of the Supervisory Board		2 680 000	2 680 000		-	2 680 000	0%	-

      The components of the remuneration are in line with the Executive Remuneration Policy.

   2. Remuneration of Directors not employed by the Company

      Directors who are not employed by the Company receive only a fixed monthly fee in this capacity. The amount of the honorarium for the financial year 2025 was determined by the Management Remuneration Policy of the Company: directors not employed by the Company were entitled to receive a remuneration of HUF 295,000 per month per member.

      In line with the above, the following payments were made to Directors not employed by the Company in 2025:

      Annual gross HUF values	Financial remuneration							Other remuneration
      	Basic wages	Honorarium	Total of fixed components of the remuneration	Quarterly or annual bonus	Total of variable components of the remuneration	Total financial remuneration	Percentage of variable components
      Jenő Nagy, Member of the Board of Directors		3 460 000	3 460 000		-	3 460 000	0%	-

      The components of the remuneration are in line with the Executive Remuneration Policy.

   3. Remuneration of Directors employed by the Company

      Remuneration based on employment consist of the following variable and other components:

      • Financial remuneration

        • Wages

        • Quarterly bonus

      • Share-based remuneration

        • Employee shares / dividends on employee shares

        • Participation in the Employee Stock Ownership Organisation

      • Other remuneration

        • the provision of a mobile phone free of charge and bearing the telecommunications costs associated with its use, including both workplace and private use;

        • the provision of vehicle use free of charge and bearing the associated costs (fuel costs, insurance and other vehicle maintenance-related costs, deductible in case of any damages);

        • full reimbursement of all travel-related costs in connection with work-related travel both abroad and domestic travel (travel, accommodation, catering costs);

      Remuneration of Directors employed by the Company:

      Payments in 2025, in line with the above:

      Financial and other remuneration

      Annual gross HUF values	Financial remuneration							Other remuneration
      	Basic wages	Basic wages received from subsidiaries1	Total of fixed components of the remuneration	Quarterly or annual bonus	Total of variable components of the remuneration	Total financial remuneration	Percentage of variable components
      Gay Dymschiz, Chief Executive Officer, Member of the Board of Directors	14 193 976	-	14 193 976		-	14 193 976	0%	5 449 821
      Doron Dymschiz, Member of the Board of Directors	15 476 815	818 125	16 294 940		-	16 294 940	0%	3 402 526
      Ferenc Máté, Deputy Chief Executive Officer, Member of the Board of Directors	7 839 376	-	7 839 376	-	-	7 839 376	0%	7 159 310
      Dániel Schilling, Finance Director, Member of the Board of Directors	21 973 605	-	21 973 605	2 044 350	2 044 350	24 017 955	9%	5 402 030

      Variable remuneration

      The bonus is a quarterly bonus that qualifies as wages under the Remuneration Policy and is provided at the discretion of the Board of Directors without any separate conditions. In light of the labour law regulations pertaining to the payment of the bonus, the Company has no possibility to reclaim the bonus.

      Share-based remuneration

      The Company uses two types of share-based remuneration structures to motivate its executives and employees in the interest of the validation of shareholder interests: with employee preferential shares and employee stock ownership plans.

      If the Company provides shares, any shares obtained or drawn down contrary to the rules pertaining to the given share allocation may be reclaimed by the Company in line with the rules pertaining to the given share allocation.

      ‌1 Remuneration received from companies in the Group: Of the members of the Board of Directors, Doron Dymschiz and

      Ferenc Máté received remuneration from another company in the Group for their position in Impact Alapkezelő Zrt.

      In the year 2025, the following gross employee dividends were paid on Series "B" employee shares with dividend preferences for Board members:

      	Number of employee shares on 31 December 2025	Employee share dividend, Ft
      Gay Dymschiz, Chief Executive Officer, Member of the Board of Directors	438	58 537 716
      Doron Dymschiz, Member of the Board of Directors	-	-
      Ferenc Máté, Deputy Chief Executive Officer, Member of the Board of Directors	225	30 070 743
      Dániel Schilling, Finance Director, Member of the Board of Directors	138	18 443 391

      In 2025, the following stock options were exercised by board members:

      	Employees 2024 Program
      	Pieces	Call price
      Gay Dymschiz, Chief Executive Officer, Member of the Board of Directors	1 012	0 Ft
      Doron Dymschiz, Member of the Board of Directors	1 164	0 Ft
      Ferenc Máté, Deputy Chief Executive Officer, Member of the Board of Directors	551	0 Ft
      Dániel Schilling, Finance Director, Member of the Board of Directors	1 429	0 Ft

      At the date of this report, Board members are participating in the following ongoing option schemes:

      	2023/2025 Program		2024/2027 Program		2025/2028 Program		2023/2033 Program
      	Pieces	Call price	Pieces	Call price	Pieces	Call price	Pieces	Call price
      Gay Dymschiz, Chief Executive Officer, Chairman of the Board of Directors							1 719 394	400 Ft
      Ferenc Máté, Deputy Chief Executive Officer, Member of the Board of Directors	33 700	508 Ft	14 500	5 Ft	16 450	5 Ft
      Dániel Schilling, Finance Director, Member of the Board of Directors	40 000	508 Ft	20 000	5 Ft	20 000	5 Ft

      Employees 2024 Program

      On 27 April 2023, the General Meeting approved the Company's Employees 2024 Share Award Plan, under which all employees of the Group in Hungary employed since 1 April 2023 will receive a share award in 2025 equal to their average salary in 2023, subject to the fulfilment of performance conditions. Under the plan, the Company transferred a total of 24 724 ordinary shares with a nominal value of HUF 5 each to its employees during the month of May 2025.

      Employees 2025 and 2026 Programs

      Members of the Board of Directors, like other employees of the Group in Hungary, are entitled to a share bonus equal to one month's average salary, subject to the fulfilment of performance conditions. The number of shares is subject to the share price determined by the General Meeting of Shareholders which determines the fulfilment of the performance condition and cannot be determined at this time. The awards for these two schemes are not included in the above table.

      2023/2025 Program

      Under the scheme launched by General Meeting resolution 25/2023 (27 April), 250 000 share options may be exercised at a price of HUF 508 per share, of which the members of the Board of Directors are entitled to 73 700. The performance condition is that the consolidated turnover of the Company for the year 2024, excluding the MyCity property development activities, exceeds the consolidated turnover of the Company for the financial year 2022, calculated in the same way. The exercise period is 2 years from the day following the date of the General Meeting of Shareholders adopting the Company's annual accounts for 2024.

      2024/2027 Program

      In the program launched by resolution no. 25/2024 (04.29.) of the General Meeting, a total of 125,000 share options may become exercisable at a price of HUF 5 per share, of which 34,500 are allocated to members of the Board of Directors. The performance condition is that the Company's consolidated EBITDA for the year 2026, calculated excluding the MyCity real estate development activities, must exceed the Company's similarly calculated consolidated EBITDA for the 2023 financial year by 33%. The exercise period is 45 days from the day following the General Meeting that approves the Company's 2026 financial statements. 80% of the Acquirable Shares may not be sold before April 29, 2029.

      2025/2028 Program

      In the program launched by resolution no. 28/2025 (04.30.) of the General Meeting, a total of 125,000 share options may become exercisable at a price of HUF 5 per share, of which 36,450 are allocated to members of the Board of Directors. The performance condition is that the Company's consolidated EBITDA for the year 2027, calculated excluding the MyCity real estate development activities, must exceed the Company's similarly calculated consolidated EBITDA for the 2024 financial year by 33%. The exercise period is 45 days from the day following the General Meeting that approves the Company's 2027 financial statements. 80% of the Acquirable Shares may not be sold before April 30, 2030., the fifth anniversary from the start of the program.

      2023/2033 Program for the Founder and Executive Director

      In the plan launched by the General Meeting of Shareholders' resolution 4/2023 (9 May), 1 719 394 share options may be exercised at a price of HUF 400 per share, of which the members of the Board of Directors are entitled to 1 719 394 shares, in the form of a capital increase. The performance condition is that the Company's adjusted consolidated EBITDA reaches a cumulative total of EUR 34 million in any two consecutive financial years by the end of the financial year 2032, subject to the achievement of specific intermediate performance targets. Both the performance targets and the strike rate will increase at a rate of inflation in excess of 6%.

      The components of the remuneration are in line with the Executive Remuneration Policy.

2. Presentation of the Company's performance and the annual changes of remuneration in the 2021-2025 business years

   The Company prepares its remuneration report based on Act LXVII of 2019 on the Encouragement of Long-Term Shareholder Engagement and Amendments of Certain Regulations for the Purposes of Legal Harmonisation for the fifth time, for which reason the Remuneration Report contains comparisons regarding years 2021-2025, in line with Section 29 (4) of the Act.

   	2025	2024	2023	2022	2021	2025/ 2024	2024/ 2023	2023/ 2022	2022/ 2021
   Taxed profit (HUF thousand)	2 796 166	1 974 731	2 934 517	1 387 142	1 075 724	42%	-33%	112%	29%
   Remuneration of the members of the Board of Directors (gross HUF/person/year)	24 637 107	23 716 160	16 787 076	13 140 001	13 468 172	4%	41%	28%	-2%
   Average remuneration of employees (gross HUF/person/year)	15 308 585	13 005 953	10 431 670	9 232 623	7 403 765	18%	25%	13%	25%

   2025

   In 2025, the average remuneration per member of the Board of Directors (including total cash remuneration and other benefits) increased by 4% compared to 2024. Within this: i) total cash remuneration rose by 1% due to decrease in quarterly bonus payments, ii) other benefits increased by 13%, while iii) the value of share options granted during the year rose by 4%.

   The average remuneration of the Company's employees increased by 18% in 2025.

   2024

   In 2024, the average remuneration per member of the Board of Directors (including total cash remuneration and other benefits) increased by 41% compared to 2023. Within this: i) total cash remuneration rose by 21% due to a significant increase in quarterly bonus payments, ii) other benefits increased by 9%, while iii) the value of share options granted during the year rose by 165%.

   The average remuneration of the Company's employees increased by 25% in 2024.

   2023

   The average per capita remuneration of Board members (including total cash and other remuneration) increased by 28% from 2022 to 2023. Within this, total cash remuneration decreased by 11% due to a decrease

   in quarterly bonus payments and other remuneration increased by 226% due to the use of cars by senior executives.

   The average remuneration of the Company's employees increased by 14% during 2023.

   2022

   Average per capita remuneration (including total cash remuneration and other remuneration) of Board members decreased by 2% from 2021 to 2022. Within this, total cash remuneration increased by 22% and other remuneration decreased by 70% due to temporary cessation of car use.

   The average remuneration of the Company's employees increased by 25% during 2022.

3. Deviations from the remuneration policy, presentation of exceptional circumstances, and identification of specific elements

   No deviations took place from the Remuneration Policy in 2025.

4. Considering the outcome of the vote of the General Meeting of Shareholders on the remuneration report for the financial year 2024

The General Meeting of Shareholders of the Company unanimously adopted the remuneration report of the Company for the financial year 2024 by General Meeting resolution 35/2025 (30 April) with 140,249,295 votes in favour, 0 votes against and 0 abstentions. The result of the vote was taken into account by the Company.

Budapest, 8 April 2026

The Company's Board of Directors