Conversion of the shares of FŐBER Nemzetközi Ingatlanfejlesztő és Mérnöki Zártkörűen Működő Részvénytársaság into dematerialised securities
The general meeting of FŐBER Nemzetközi Ingatlanfejlesztő és Mérnöki Zártkörűen Működő Részvénytársaság (registered office: 1138 Budapest, Faludi utca 3., tax number: 12037984-2-41, company registration number: Cg. 01-10-042812, hereinafter: the “Company”), held on 5 October 2026, resolved to convert the 736 registered ordinary shares with a nominal value of HUF 100,000 each issued by the Company, that is, all shares issued by the Company, into dematerialised shares. The general meeting authorised the Company’s Chief Executive Officer, Levente Béres, to take the measures necessary for the conversion of the shares.
I. Call for the submission of the printed shares
By this notice, the Company calls on its Shareholders to submit their printed shares for the purpose of their withdrawal and conversion, in accordance with this notice.
When submitting their shares, Shareholders must at the same time specify the investment firm or the credit institution authorised to provide investment services with which they have concluded a securities account agreement, and must provide the number of their securities account. Failing this, the Shareholder shall be deemed to have failed to submit the shares.
For each duly submitted printed share, Shareholders are entitled to have a dematerialised share of the same nominal value and class as the submitted share credited to their securities account; that is, holders of ordinary shares may claim the crediting of ordinary shares in dematerialised form.
II. Completion of the submission
Shareholders fulfil the conditions of the conversion if:
a) they submit their printed shares between 19 October 2026 and 7 December 2026 at the Company’s registered office (1138 Budapest, Faludi utca 3.), as set out in this notice, and
b) at the same time, they provide the Company with the number of their securities account.
Unless both of the above conditions are met, the share concerned shall be deemed not to have been submitted.
III. Time and method of submitting the printed shares
The period open for the submission of the printed shares runs from 19 October 2026 until 12:00 on 7 December 2026. Shares may be submitted at the Company’s registered office on business days between 9:00 and 12:00.
Shareholders shall hand over their printed shares in person or through an authorised representative at the Company’s registered office (1138 Budapest, Faludi utca 3.) by 12:00 on 7 December 2026 at the latest, and shall at the same time provide the number of their securities account in writing.
If a Shareholder has previously deposited its printed shares with the Company for safe custody in a verifiable manner, it must communicate the number of its securities account within the above deadline either in person or in a declaration with full probative force (in the case of natural persons, signed by two witnesses) sent by post.
A representative authorised in a private document with full probative force or in a public document may also act on behalf of the Shareholder in the submission, provided that the authorising Shareholder specifies in the power of attorney the securities account to which the dematerialised shares are to be credited.
IV. The share conversion process
On the basis of the securities account details provided upon the submission of the printed shares, the Company will instruct KELER Zrt. to allocate the dematerialised shares accordingly when they are created.
Dematerialised shares replacing printed shares that have not been duly submitted will be temporarily credited to and recorded on the Company’s central securities account held with KELER Zrt., subject to the provisions of Section V.
The date of conversion of the printed shares is 8 December 2026, that is, the first business day following the last day designated for the submission of the printed shares (7 December 2026), unless the Company closes the submission period before this deadline – once all shares have been submitted and all Shareholders have specified their securities accounts – in which case the date of conversion is the first business day following the closure.
On that date, the dematerialised shares will be created and credited to the securities accounts specified by the Shareholders who have duly submitted their printed shares.
With effect from the date of conversion, the Company declares the printed shares invalid, and they are replaced by the dematerialised shares.
V. Printed shares not submitted
The Company will register the printed shares that have not been submitted, or that do not meet the conditions set out in Section II of this notice and are therefore deemed not to have been submitted.
The Company will sell the dematerialised shares replacing printed shares that have not been validly submitted, with the involvement of an investment service provider, within six months of the conversion.
If the sale takes place, the Company will deposit the proceeds of the sale in its escrow account held with a credit institution. The owner of a share that has not been validly submitted is entitled to the net purchase price, less costs, received from the sale of the dematerialised shares replacing the invalidated shares owned by them.
If the sale is unsuccessful, the Company is obliged under the applicable legal provisions to reduce its share capital by withdrawing the dematerialised shares not taken over by the owners of the printed shares.
VI. Rights of owners of printed shares not submitted
A printed share that has been declared invalid cannot be traded; however, by submitting it, its owner may demand the delivery of the dematerialised share or, if the entire quantity of shares has been sold in accordance with Section V, the consideration for the dematerialised share sold.
Shareholders who have not submitted their printed shares by the deadline may register their claims at the Company’s registered office. When registering a claim, the Shareholder must hand over the printed shares declared invalid and – if the sale has not yet taken place or the 3 dematerialised shares requested by the Shareholder are available – provide the number of its securities account, or – if the sale has already taken place or the number of dematerialised shares requested by the Shareholder is no longer available – provide its bank account number for the payment of the consideration, together with the data required for calculating the consideration (tax identification number or tax number, and proof of the acquisition cost of the shares).
VII. Entry in the share register
On the date of conversion, the current entries bearing share serial numbers in the Company’s share register will cease. We kindly ask our Shareholders to submit their request for entry in the share register after the date of conversion, either in person or through their securities account manager.
VIII. Information
The Company is available to Shareholders for any questions regarding the conversion at its registered office on business days between 9:00 and 12:00.
FŐBER Nemzetközi Ingatlanfejlesztő és Mérnöki Zártkörűen Működő Részvénytársaság, represented by:
Levente Béres, Chief Executive Officer