Duna House : Articles of Associations of Duna House Holding Nyrt., from 30 September 2022

ARTICLES OF ASSOCIATION

which has been prepared in accordance with contains the data in effect as of 27 April 2022

Act V of 2013 on the Civil Code (the "Civil Code") and which in a consolidated form, as follows:

1. 1. Company name

2. The Company's official name: DUNA HOUSE HOLDING Nyilvánosan Működő Részvénytársaság
   [DUNA HOUSE HOLDING Publicly Limited Company]
3. The Company's short name: DUNA HOUSE HOLDING Nyrt.
   2. Registered seat of the Company:

1. The Company's registered seat: H-1016 Budapest, Gellérthegy utca 17.
2. The Company seat is also the place of central administration.
   3. The Company's main activity

6420'08

Activities of holding companies

4. The term of the Company's operations

The Company has been founded for an indeterminate period of time.

1. 5. Registered capital of the company

2. The share capital of the company is HUF 171,989,350 (i.e. one hundred seventy one million nine hundred eighty-nine thousand three hundred fifty forints), consisting of a cash contribution of HUF 171,989,350 (i.e. one hundred seventy one million nine hundred eighty-nine thousand three hundred fifty forints), which is equal to 100 percent of the share capital.
3. Registered capital of the company
4. 1. 34,387,870 ordinary registered shares of series A with a nominal value of HUF 5 (i.e. five forints) each, and
      1,000 employee shares of series B with a nominal value of HUF 50 (i.e. fifty forints) each,
   2. giving preferential dividend rights.

Employee shares carry the right of preferential dividend according to point 18.3 of these Articles of Association and other shareholder rights (e.g. voting rights) attached to ordinary shares.

1. The shares are produced in dematerialised form.
   6. Register of shareholders

1. The company shall keep a register of shareholders, including holders of interim shares, in which the name and the home address or registered office of shareholders, or their proxy in the case of jointly owned shares, the name and home address or registered office of the joint representative, the number of shares

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or interim shares, and the percentage of control of shareholders for each series of shares is to be recorded. In the event of any change in the particulars of an issued share, which is also contained in the register of shareholders, the management shall update the register of shareholders accordingly.

6.2 The register of shareholders shall be maintained by the Management Board of the Limited Company. The Management Board shall be entitled to subcontract the keeping of the register of shareholders; the fact thereof and the personal data of the proxy shall be published as specified in point 21.1.

6.3. In the event of a shareholder identification procedure at the initiative of the Company, the keeper of the register of shareholders shall delete all the data in the register of shareholders in force at the time of the shareholder identification procedure and at the same time enter in the register of shareholders the data corresponding to the result of the shareholder identification procedure.

1. 7. Transferring shares

2. Shares may be transferred in accordance with the relevant provisions of the Civil Code. The transfer is only effective for the Company and the shareholder may only exercise his/her rights as a shareholder against the Company if the shareholder (or the shareholder's proxy) is registered in the register of shareholders.
3. The company accepts as proof of share ownership the securities account statement issued by Központi Elszámolóház és Értéktár Zrt [Central Clearing House and Securities Depository Ltd] (KELER) or by organisations authorised to maintain securities accounts, or the shareholder identification procedure carried out in accordance with KELER's procedures.
   8. The General Meeting

1. The General Meeting is the supreme body of the Company.
2. The General Meeting shall be convened at least once a year at the registered office of the Company or at such other place as the Management Board may decide (Annual General Meeting). The Annual General Meeting shall be held at the time required by the relevant legislation. The Annual General Meeting approves the company's accounts in accordance with the Accounting Act and decides on the use of after- tax profits.
3. All General Meetings other than the Annual General Meeting shall be considered extraordinary General Meetings.
4. The Management Board shall convene the General Meeting.
5. Shareholder participation and voting at the General Meeting is conditional on the shareholder or the shareholder's proxy being entered in the company's register of shareholders by way of shareholder identification procedure. The date of the entry in the register of shareholders prior to the General Meeting and other relevant deadlines (e.g. closing of the register of shareholders) shall be governed by the provisions of the Civil Code and other relevant regulations (e.g. the General Business Regulations of KELER Zrt.) in force at the time.
6. Shares (i.e. both Series A ordinary shares and Series B dividend preference employee shares) carry voting rights in proportion to their nominal value. The number of votes attached to the share is equal to the nominal value of the share.
7. The General Meeting has a quorum if more than half of the shareholders representing the votes embodied by shares with voting rights are present. If the General Meeting does not have a quorum, the repeated General Meeting will have a quorum in respect to the issues included in the original agenda regardless of the percentage of the votes represented by those present. At least ten days but no more than twenty one days have to pass between the General Meeting that did not have a quorum and the reconvened General Meeting.

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1. Any resolution of the General Meeting that discriminates against the rights attached to a certain series of shares may only be passed if, according to the procedure set out in the Articles of Association, the shareholders of the share series in question present at the General Meeting consent by a simple majority of the vote. In the course thereof, the provisions on the restriction or exclusion of the voting rights attached to such shares may not be applied, not including the prohibition of exercising voting rights attached to own shares.
2. The following shall fall under the exclusive authority of the General Meeting:
3. 1. deciding on the adoption and amendment of the Articles of Association (unless otherwise provided by law or the present Articles of Association),
   2. deciding to change the Company's business form,
   3. deciding on termination without succession, merger, division, or transformation of the Company,
   4. the election, removal, and remuneration of the members of the Management Board, the members of the Supervisory Committee, and the auditor, and the determination of the main terms of the contract to be concluded with the auditor,
   5. deciding on the guidelines for the long-term remuneration and incentive schemes for members of the Management Board, members of the Supervisory Committee, and senior management,
   6. approving the accounts in accordance with the Accounting Act and deciding on the use of after- tax profits,
   7. changing rights provided by various share series and the conversion of various share types and classes;
   8. deciding on the issuance of convertible bonds, bonds that can be converted by a strategic company, or bonds that provide subscription rights,
   9. deciding on increasing share capital,
   10. deciding on authorising the Management Board to increase the share capital,
   11. deciding on decreasing share capital,
   12. deciding to exclude the exercise of the pre-emptive subscription right or to authorise the Management Board to restrict or exclude the pre-emptive subscription right,
   13. deciding on the application for a possible delisting of shares,
   14. deciding to authorise the Management Board to acquire treasury shares,
   15. deciding on the discharge which may be granted to members of the Management Board,
   16. deciding to accept the corporate governance report, and
   17. 1. deciding on all issues which are assigned to the competence of the General Meeting by law or the Articles of Association.
4. Unless otherwise provided by applicable law or these Articles of Association, the General Meeting shall take its decisions by a simple majority of votes.
5. If the validity of a resolution of the General Meeting requires, by law, the separate approval of the shareholders of each series of shares, the approval of the shareholders of the series concerned present shall be decided upon by a simple majority of the votes represented by the shares of the series concerned, separately for each series of shares, before the resolution of the General Meeting is adopted. Law may prohibit the application of provisions limiting or excluding voting rights in respect of shares when granting the approval of the shareholders of a series of shares.
6. Each year, the Annual General Meeting shall include on its agenda an evaluation of the work of the Management Board in the previous financial year and decide on the discharge to be granted to the Management Board.

1. 9. Invitation to the General Meeting

2. The Management Board shall convene the General Meeting by publishing a notice of the meeting and shall ensure that the notice of the Meeting is published on the company's website at least thirty days before the beginning of the meeting.
3. The invitation to the General Meeting shall include:

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1. 1. the name and registered seat of the Company,
   2. the time and place of the General Meeting,
   3. the agenda of the General Meeting,
   4. the method of holding the General Meeting,
   5. the conditions provided by the Memorandum regarding the exercising of voting rights,
   6. if the General Meeting does not have a quorum, the place and time of the repeated General Meeting,
   7. the conditions for exercising the right to add items to the agenda, and
   8. the location of the original and full text of draft resolutions and documents to be submitted to the General Meeting.
2. If an extraordinary General Meeting of shareholders is convened at the initiative of the person acquiring influence because of a shareholder resolution on a public takeover offer for the company's shares or following a successful public takeover offer procedure, the General Meeting must be convened at least fifteen days before the day on which it is to begin.
3. The Company shall, at least twenty-one days before the general meeting, publish on its website
4. 1. aggregated information on the number of shares and proportion of voting rights at the time of the Meeting (including separate summaries for each class of shares
   2. ),
   3. the proposals relating to the business on the agenda, the reports of the Supervisory Committee thereon, and the proposals for decisions, and
   4. the forms to be used for voting by proxy if they have not been sent directly to shareholders.
      10. The procedure of the General Meeting

1. At the General Meeting, the Chairperson of the Management Board or the person elected by the General Meeting on the proposal of the Management Board shall act as Chairperson.
2. A shareholder may vote at the General Meeting in person, by proxy, or by authorised representative.
3. Shareholders may not exercise their voting rights by post prior to the General Meeting.
4. The General Meeting may decide to suspend the General Meeting for a maximum period of thirty days by a simple majority of the votes cast.
5. The Chairperson of the Management Board may invite any person to attend the General Meeting of the company and may grant him/her the right to express his/her opinion and to make comments if, in his opinion, the presence and opinion of such person is necessary and will facilitate the information of shareholders and the taking of decisions at the General Meeting.
6. An attendance list must be drawn up at the general meeting in accordance with the relevant provisions of the Civil Code. Attendance lists shall be signed by the Chairperson of the General Meeting and the keeper of the minutes.
   11. Management Board

1. The company is managed by a Management Board.
2. The Management Board is competent to decide on all matters which do not fall within the exclusive competence of the General Meeting.
3. The working organisation of the company is established by the Management Board.
4. The Management Board shall adopt its own rules of procedure.
5. Decisions of the Management Board shall be taken by a simple majority, unless otherwise provided for in 4

the rules of procedure of the Management Board.

1. The members of the Management Board are elected by the General Meeting. Membership of the Management Board is established upon acceptance.
2. Membership of the Management Board is terminated:
3. 1. at the end of the term of the fixed-term mandate,
   2. in the case of a mandate subject to a termination condition, when the condition occurs,
   3. dismissal,
   4. resignation,
   5. upon the death of a Management Board member,
   6. by restricting the capacity of a member of the Management Board to the extent necessary for the performance of his or her duties, or
   7. upon the occurrence of a disqualification or conflict of interest against a member of the Management Board.
4. A member of the Management Board may resign at any time by submitting a declaration to the Management Board.
5. If the company's ability to operate so requires, the resignation shall take effect upon the election of the new member of the Management Board, failing which no later than sixty days after the notification.
6. The members of the Management Board are subject to the prohibitions on conflicts of interest laid down in the Civil Code and the consequences provided for in the event of a breach thereof.
7. Members of the Management Board may hold a position as a director or member of the supervisory committee of a company which carries on the same economic activity as the company as its main business.
8. Members of the Management Board:
   Name: Gay Dymschiz
   Home address: H-1125 Budapest, Mátyás király út 52., Hungary
   The mandate is valid for an indefinite term.
   Name: Doron Dymschiz
   Home address: H-2095 Üröm, Rókahegyi út 48., Hungary
   The mandate is valid for an indefinite term.
   Name: Ferenc László Máté
   Home address: H-1121 Budapest, Denevér út 70., Hungary The mandate is for a fixed term.
   Date of commencement of the mandate: 27 April 2022
   Date of expiry of the mandate: 31 May 2023
   Name: Dániel Schilling
   Home address: H-1126 Budapest, Kiss János altábornagy utca 38. 3. em. 16. Hungary The mandate is for a fixed term.
   Date of commencement of the mandate: 27 April 2022
   Date of expiry of the mandate: 31 May 2023
   Name: Dr. Jenő Nagy
   Home address: H-1037 Budapest, Vízmosás lejtő 22., Hungary
   The mandate is for a fixed term.
   Date of commencement of the mandate: 27 April 2022
   Date of expiry of the mandate: 31 May 2023

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