Standalone financial statements, 2025

FOTEX HOLDING

Société Européenne

Annual Accounts for the year ended

as at December 31st, 2025

(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

Statutory auditor report

Balance sheet

Profit and loss account

Notes to the annual accounts

Page

3-5

6-10

11-12

13-30

2

To the Shareholders of Fotex Holding

Société européenne 28, Avenue Pasteur L-2310 Luxembourg

Opinion

Tel. 352 45 123-1

https://www.bdo.lu

1, rue Jean Piret Boîte Postale 351

L-2013 Luxembourg

We have audited the annual accounts of Fotex Holding S.E.

the balance sheet as at 31 December 2025, 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 2025, 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 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

Commission de Surveillance du Secteur Financier the law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the

« Responsibilities of the

r entreprises agréé 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.

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.

In preparing the annual accounts, the Board of Directors is responsible for assessing the

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.

financial reporting process.

Responsibilities of t

r entreprises agréé 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 the

assurance, but is not a guarantee that an audit conducted in accordance with the Law dated

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.

As part of an audit in accordance with the Law dated 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism 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



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 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

uncertainty exists, we are required to draw attention in our report of the réviseur

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

agréé

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.

Luxembourg, 27 February 2026

BDO Audit

Cabinet de révision agréé

represented by

electronically signed by:

Christoph Schmitt

BALANCE SHEET

Financial year from ,) 01/01/2025t 31/12/2025 (in › EUR j

Fotex Holding SE

avenue Pasteur, 28 2310 LUXEMBOURG

ASSETS

Reference(s) Current year

1. Subscribed capital unpaid " "

   l. Subscribed capital not called " " Subscribed capital called but

   Previous year

   
   
   
   
   
   
   

   unpaid "" ",

   
   
   

2. Formation expenses " "

3. Fixedassets » Intangible assets ""

   1. Costs of development ""

   2. Concessions, patents, licences, trade marks and similar rights

      and assets, if they were ,

      215 641 223.07 ,,

      
      
      

      226,30 "

      
      
      

      226,30 ",

      215.835.455,21

      386,42

      386,42

      a)	acquired for valuable
      	consideration and need not be shown under C.1.3	›"		226,30	" 386,42
      b)	created by the undertaking itself	",+	"+

   3. Goodwill, to the extent that it was acquired for valuable

      
      
      

      consideration "

      
      
      

   4. Payments on account and intangible assets under

      development	"
      II. Tangibleassets	"		1 673 640,36	"	1.683 712,38
      1. Land and buildings	"		1 673.640,36	"	1 683 712,38
      2. Plant and machinery	",+

      1. Other fixtures and fittings, tools

         
         
         
         
         

         and equipment ""

         of construction	"
         III. Financial assets	"		,	214.167.356,41	"	214.151.356,41
         1. Shares in affiliated undertakings	"›,	5	, ,	214.065.453,34	"	214.049.453,34
         2. Loans to affiliated undertakings	""
         3. Participating interests	‹,
         4. Loans to undertakings with which the undertaking is linked

      2. Payments on account and tangible assets in the course

         
         
         
         
         

         by virtue of participating

         interests ",‹

      3. Investments held as fixed

         assets ""

         
         
         
         
         

         5 101.903, 07

      4. Other loans " ‹, «

      
      
      

4. Current assets

   
   
   

   l. Stocks

   1. Raw materials and consumables

      
      
      

   2. Work in progress

   3. Finished goods and goods

      
      
      

      30.495.896,44

      30.951.675,27

      
      
      
      
      

      for resale		›+	+
      4. Payments on account		"+,	,r,
      II. Debtors		""	" 938.800,52		"	1.337.596, 07
      1. Tradedebtors		"	+, 50.791.19			791,19
      	a) becoming due and payable within one year	"s,	,+,	50.791,19	791,19
      	b) becoming due and payable after more than one year	"+s	,ss
      2.	Amounts owed by affiliated undertakings	"	"	501.360,05	", 905.233,81

      1. becoming due and payable

         within one year ",a 6

         
         
         

      2. becoming due and payable after more than one year

   1. Amounts owed by undertakings with which the undertaking is linked by virtue of participating

      501.360,05 ",

      905.233,81

      
      
      
      
      

      interests "

      
      
      

      b) becoming due and payable

      
      
      

      after more than one year "«

   2. Other debtors "

      1. becoming due and payable

         
         
         

         within one year ""

      2. becoming due and payable

   
   
   

   386.649,28

   386.649,28 "

   431.571, 07

   431.571,07

   after more than one year ,a, ,», ,ee

   1. Investments "»

      " 24 966 724,45 "

      24 915 883,87

      1. Shares in affiliated undertakings +,

         
         
         

      2. Own shares ,»

         24.966.724,45 "

         24. 915.883,8?'

         
         
         
         
         

      3. Other investments

   2. Cash at bank and in hand "+,

   
   
   

5. Prepayments

", 4.590.371,47 "

8 320, 00

4 698 195,33

8 320, 00

TOTAL (ASSETS) , ,

246.345 439,51

246.795.450,48

1. Capital and reserves ",

Reference(s)

9

Current year

Previous year

l. Subscribed capital ", Share premium account ,«,

Revaluation reserve , ,

1. Reserves ,»+

   1. Legal reserve ",

   2. Reserve for own shares ""

   3. Reserves provided for by the

      
      
      
      
      

      246.386.933,81

      30.543.933, 00

      4.484.292,13

      
      
      

      " 28.114.236,11 "

      ", 3.054.393,30 "

      " 24.966.724,45 ",

      28.063,395,53

      3.054.393,30

      24.915.883,87

      
      
      

      articles of association ", ",

   4. Other reserves, including the

      fair value reserve ‹" ‹,+

      1. other available reserves ,‹›, ‹›,

      2. other non available reserves ,‹za ‹za

2. Profitorloss brought forward "+ "

3. Profit or loss for the financial year "" ›"

4. Interim dividends ", ",

5. Capital investment subsidies " ‹"

93.118,36 "

93.118,36 ",

183.091.813,15 "

-334.903,74 ",

93.118,36

93.118,36

183.655.836,83

-360,523,68

C. Creditors ,›,

1. Debentureloans ",

10 386.909,44

408.516,67

a) Convertible loans ‹a+

3. Payments received on account of orders in so far as they are not shown separately as

Reference(s)

Current year

Previous year

deductions from stocks , , , ,

a) becoming due and payable

1. becoming due and payable

   within one year ,ass ars

2. becoming due and payable

   174.265,97

   233.574,03

   after more than one year	,a"	z"	›,z
   5. Bills of exchange payable	",	",	"‹
   a) becoming due and payable
   within one year	,‹,s	",		›z+
   b) becoming due and payable
   after more than one year	,a"	,"		›,e
   6. Amounts owed to affiliated
   undertakings	‹,+	",		,«»
   a) becoming due and payable
   within one year	,ze,	ae,		,e,
   b) becoming due and payable
   after more than one year	,aea	›e›		za,
   7. Amounts owed to undertakings
   with which the undertaking is
   linked by virtue of participating
   interests	",	",	,»
   a) becoming due and payable
   within one year	,›a,	z«,
   b) becoming due and payable
   after more than one year	"e+	,as
   8. Other creditors	",	", 212.643,47	174.942,64

   a)	Taxauthorities	asa	zs,	62.851,40		32.043,20
   b)	Social security authorities	,zss	ass	11.517,23		4.578,23
   c)	Othercreditors	,zs,	"	138.274,84		138.321,21

   1. becoming due and

      payable within one year ,›ss ›ss

   2. becoming due and payable after more than

138.274,84 "

138.321,21

one year ,‹», ,»

D. Deferred income ,‹» «,

110.000,00

TOTAL (CAPITAL, RESERVES AND LIABILITIES) ",

246.345.439,51

246.795.450,48

Page 1/2

RCSL Nr. : B146938 Matricule : 20098400010

PRoFiT AND LOSS ACCOUNT

Financial year from " 01/01/2025 tO #y 31/12/202/ (in o$ EUR Fotex Holding SE

avenue Pasteur. 28

2310 LUXEMBOURG

Reference(s)

j. Net turnover "«, 11 ",

1. Variation in stocks of finished

   
   
   

   goods and in work in progress "«›

2. Work performed by the undertaking

   
   
   

   for its own purposes and capitalised "»

   Current year

   
   
   
   
   

   1.238.426,39 ",

   Previous year

   1 127.374,61

3. Other operating income ""

4. Raw materials and consumables and

   12 ",

   4.379,42 ",

   other external expenses ",

   1. Raw materials and consumables ""

      
      
      

   2. Other external expenses ",

      -701.529,89 ,"

      -701.529,89 ,

      -752.364,18

      -752.364,18

5. Staff costs

   19 , -670.652,62 ,

   -352.300,08

   1. Wagesandsalaries ",

   2. Socialsecuritycosts ",

      1. relating to pensions ,+sa

      2. other social security costs ,+ss

         , -634.065,60

         , -36.587,02 ",

         ", -24.689,68 ",

         ", -11.897,34 "

         -334.105,44

         -18.194,64

         -12.340,44

         -5.854,20

         
         
         
         
         

   3. Otherstaffcosts ""

      -10.232,14

      
      
      

6. Value adjustments

   1. in respect of formation expenses and of tangible and intangible

      fixed assets +,

      "

      -10.232,14 ,

      311.521,70

      311,521,70

      
      
      
      
      

   2. in respect of current assets , ,

Other •r••ating expenses ",

14 ",

-392.184.18 ",

-392.539,76

1. Income from participating interests »

   175.859,44 ",

   357.203,65

   1. derived from affiliated undertakings ",

   2. other income from participating

   15 ",

   175.859,44 ",

   356.701,49

   interests "" ", ",

   502,16

   RCSL Nr. :

   B146938 Matricule :

   
   
   

   20098400010

2. Income from other investments and

   Reference(s)

   Current year

   15.033,01 ",

   Previous year

   loans forming part of the fixed assets ", ",

   
   
   

   1. derived from affiliated undertakings ",› "›

   2. other income not included under a) ", ",

   
   
   

3. Other interest receivable and similar income ",

   1. derived from affiliated undertakings ",

   2. other interest and similar income ",

4. Share of profit or loss of undertakings accounted for under

   15.033,01 ",

   134.696,28

   16.651,46

   118.044,82

   
   
   

   the equity method , ,

   
   
   

5. Value adjustments in respect of

   financial assets and of investments

   0,00 ,

   -166.694,00

   held as current assets ss,

   
   
   
   
   

6. Interest payable and similar expenses , "

   -621.954,13

   1. concerning affiliated undertakings , "

   2. other interest and similar expenses , "

7. Tax on profit or loss ‹,

   16 -603.175,23

   -18.778,90

   
   
   

   -652,77

8. Profit or loss after taxation ,u,

9. Other taxes not shown under items

   -306.723,74

   -28.180,00 ",

   -355.708,68

   -4.815,00

   1 to 16 ,s"

   
   
   

10. Profit or loss for the financial year ,+++ ,+,

-334.903,74 "

-360.523,68

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*t and ends on December 31st each year.

The Company also prepares consolidated financial statements, which are published according to the provisions of the law.

As from 1st January 2025, the Company prepares the consolidated financial statements in accordance with Luxembourg GAAP instead of IFRS as adopted by the European Union. This change results from the Company no longer being admitted to trading on the regulated market of the Luxembourg Stock Exchange and therefore no longer being required to prepare consolidated financial statements under IFRS.

NOTE 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.

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

%

Trademark concessions "Fotex"

Trademark concessions "Fotex"-renewal 10 years IP rights and software

4,17

10, 00

33,00

Linear Linear 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 Budaors, Hungary.

Depreciation ic 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

°/o

Real estate and related property rights Hardware

Office equipment

Land is not depreciated.

2.00

33.00

14.28

Linear Linear Linear

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.

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.

(expressed in EUR)

NOTE 3 - Intangible assets (continued) Trademarks

The basis for recognition of the Trademark 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 Labdarugé Zrt of EUR 0 (2024 EUR 0).

As part of discontinuing its ownership of FTC Labdardgé 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 in the amount of EUR 829,083 which has been treated as recovery and adjustment to the impaired amount of the intangible asset. The value as of December 31•t, 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 lunch further legal cases to recover amounts recorded as impaired.

(expressed in EUR)

The "Land and buildings" item includes real estate property owned by the Company in Budaors, Hungary.

(expressed in EUR)

NOTE 5 - Financial assets Evolution of financial assets:

1. Shares in affiliated

undertakings

5.Investments held as fixed assets

Total

NOTE 5 - Financial assets (continued)

The financial information of affiliated undertakings, altogether known as "subsidiaries" as at December 31*t, 2025, are summarized below:

(*) The closing exchange rate used to convert HUF into EUR (when the share capital of the subsidiaries is expressed in HUF) is 410.09 and the average exchange rate used to convert HUF into EUR (when the 2024 results of the subsidiaries is expressed in HUF) is 395.20 and is given only for information and conversion purpose.

Hungaroton Music Kft.

The Company received a dividend of HUF 22,061,644.00 (EUR 54,426.84) from Hungaroton Music Kft approved by its annual general meeting held on April 15*h, 2025.

Sigma Kft

The Company received a dividend of HUF 49,502,000.00 (EUR 121,432.60) from Sigma Kft approved by its annual general meeting held on April 15'^, 2025.

Szekhelv 2007 Kft

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

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", 2024.

NOTE 5 - Financial assets (continued) Fotex Netherlands B V

On July 10", 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).

MK7 Holdo Sarl

The Company subscribed to 16,000 Class A shares in MK7 HoldCo S.â r.I. incorporated on December 11°', 2025

The Board of Directors have concluded that there was no other durable depreciation on the remaining financial assets as of December 31st, 2025.

NOTE 6 - Amounts owed by affiliated undertakings

As of December 31 ', 2025, this caption is mainly composed of:

• Dividends receivable of EUR 188,670.56 from Fotexnet Kft (2024: EUR 234,619.64)).

• Name wearing and property management accrued fee for EUR 307,689.49 (2024: EUR 284,295.06).

• 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.â r.I. has been reimbursed in its entirety (2024: 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.a r.I. has been reimbursed in its entirety (2024: 50,000.00);

  As of December 31°t, 2025, 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 of December 31•t, 2025, the other debtors are mainly composed of:

• VAT receivable for an amount of EUR 377,611.88 (2024 EUR 419,521.07);

• Tax advances paid to the Direct Tax Administration for an amount of EUR 9, 037.50 (2024: EUR 12,050.00).

NOTE 8 - Own shares Own shares

During the period, the Company sold 25,000 dividend preference shares for a total amount of EUR 10,500.00 to a senior executive of a group company.

The Company has created a non-distributable reserve in the caption "Reserve for own shares".

NOTE 9 - Capital and reserves

The movements in capital and reserves during the financial year are as folllows:

(*) At the Annual General Meeting of the Company held on April 17", 2025, 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 0.22/dividend preference shares for a total amount of EUR 203,500.00.

(*") 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.

NOTE 9 - Capital and reserves (continued)

The movements in capital and reserves during the previous financial year are as folllows:

(*) At the Annual General Meeting of the Company held on April 18'h, 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'h, 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•t, 2025, 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.

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'd, 2012, the Company's ordinary shares have been quoted on the Luxembourg Stock Exchange.

With effect from December 31•t 2025, the Company transferred the quotation of the ordinary shares from the Regulated Market to the Euro MTF market of the Luxembourg Stock Exchange (refer to note 1).

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.

NOTE 10 - Creditors

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

Within

one

Aher one After more

year and then five Total

Total year within five years years 2025 2024

(1) As of December 31", 2025, the trade creditors are mainly composed of trade creditors for an amount of EUR 113,819.53 (2024: EUR 105,944.32).

NOTE 11 - Net turnover

The Company has had the following revenues during the financial year captured:

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 31st, 2025, the other operating income includes compensation received in relation to a litigation for an amount of EUR 4,379.42 (2024: NA).

NOTE 13 - Raw materials and consumables and other external expenses

As of December 31st, 2025, audit fees amounted to EUR 75,000.00 (2024: EUR 130,000.00).

The item Miscellaneous external charges relate mainly to contributions paid to the Commission de Surveillance du Secteur Financier.

NOTE 14 - Other operating expenses

The other operating expenses mainly include:

• directors' fees for a gross amount of EUR 378,000.00 (2024: EUR 373,065.85).

  (expressed in EUR)

  NOTE 15 - Income from participating interests This item is composed of:

• dividends received from affiliated undertakings for an amount of EUR 175,859.44 (2024: EUR 356,701.49). NOTE 16 - Interest payable and similar expenses concerning affiliated undertakings

The interest payable is mainly composed of:

As at December 31, 2025, this caption is composed of foreign exchange loss.

As at December 31, 2024, this caption was mainly composed of interest paid/or due to affiliated undertakings for an amount of EUR 560,873.17.

NOTE 17 - Tax on profit

The Company has entered into a tax consolidation regime with its subsidiary Upington Investment S.â r.I. 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.â r.I (subsidiary company) are calculated and accounted for at the level of Fotex Holding S.E.

This caption can be detailed as follows:

Staff costs

During the financial year, the Company employed 1.91 employees in average (2024: 1.33 employee).

ressed in EUR)

NOTE 19 - Additional information (continued)

Advances and loans qranted to the members of the administrative, manaqerial 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 (2024: 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.

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