M&A Activity • Sep 23, 2025
M&A Activity
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THE PRESENT TAKEOVER BID WAS APPROVED BY THE MAGYAR NEMZETI BANK BANK IN ITS DECISION NO. H-KE-III-635/2025 ON 23 SEPTEMBER 2025. IN VIEW OF THE CONCENTRATION RESULTING FROM THE ACQUISITION OF DIRECT CONTROL IN THE TARGET COMPANY, THE OFFEROR SHALL FILE A CONCENTRATION NOTIFICATION TO THE RELEVANT COMPETITION AUTHORITIES.
________________________________________________________________________
________________________________________________________________________
as Target Company in respect of its ordinary shares (ISIN identifier: HU0000073457)
by the
4iG SDT EGY Private Limited Company as Designated Offeror
under the settlement of MBH Befektetési Bank Private Limited Company as an investment service provider
.
Budapest, 23 SEPTEMBER 2025
Prepared by:

TABLE OF CONTENTS
| DEFINITIONS 3 |
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|---|---|---|---|---|
| 1 | MANDATORY PUBLIC TAKEOVER BID 9 | |||
| 2 | PERSONS AND COMPANIES AFFECTED BY THE BID12 | |||
| 3 | THE OFFER PRICE17 | |||
| 4 | DEADLINE OPEN FOR ACCEPTANCE OF THE BID 21 |
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| 5 | THE ACCEPTANCE DECLARATION, THE PLACE AND METHOD OF ITS SUBMISSION | 21 | ||
| 6 | CERTAIN ADDITIONAL DECLARATIONS OF THE ACCEPTING SHAREHOLDER | 25 | ||
| 7 | CONCLUSION OF THE SHARE PURCHASE AGREEMENT28 | |||
| 8 | TERMINATION OF THE BID AND THE SHARE PURCHASE AGREEMENT29 | |||
| 9 | THE PLACE OF PUBLICATION OF ANNOUNCEMENTS RELATING TO THE BID 30 | |||
| 10 | PURCHASE AND SALE RIGHTS30 | |||
| 11 | THE BUSINESS PLAN OF THE TARGET COMPANY AND PLACE OF ACCESS TO THE REPORT ON THE | |||
| ACTIVITIES OF THE OFFEROR 31 | ||||
| 12 | DESCRIPTION OF THE OFFEROR'S RELATIONSHIP WITH THE TARGET COMPANY 31 | |||
| 13 | PROBABLE CONSEQUENCES RELATING TO EMPLOYMENT31 | |||
| 14 | APPLICATION OF BREAKTHROUGH RULES31 | |||
| 15 | TAXATION ISSUES 32 |
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| 16 | APPLICABLE LAW35 | |||
| 17 | JURISDICTION 35 |
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| 18 | LIABILITY OF THE OFFEROR35 | |||
| 19 | OTHER MATERIAL CIRCUMSTANCES AFFECTING THE BID 36 | |||
| Annex 1 (Acceptance Declaration) 39 | ||||
| Annex 2 (Completion Guide) 52 |
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| Annex 3 (Template of Power of Attorney)54 | ||||
| Annex 4 (List of Places of Acceptance)55 | ||||
| Annex 5 (Template for Declaration of Acquisition Price, Content Requirements ) 58 | ||||
| Annex 6 (Declaration of the Natural Person Accepting Shareholder/Authorised Representative | ||||
| Regarding Acquisition Value and Incidental Costs in Case of Income from Capital Gains) 60 | ||||
| Annex | 7 Figure presenting the 4iG Group ………………………………………………………………………………………62 |
| 4iG Group | 4iG Nyrt. and its Affiliated Companies; |
|---|---|
| 4iG Nyrt. | 4iG Public Limited Company (registered office: 1013 Budapest, Krisztina körút 39.; company registration number: Cg.01-10-044993; tax number: 12011069-2-51); |
| 4iG Űr és Védelmi Zrt. | 4iG Űr és Védelmi Technológiák Private Limited Company (registered office: 1013 Budapest, Krisztina körút 39.; company registration number: 01-10-142725; tax number: 32500640-2-41); |
| Offer | the present public takeover bid; |
| Offer price | the purchase price per Share as specified in Section 3.1 of the Bid, at which the Offeror makes an offer to the Shareholders to purchase their Shares; |
| Offeror/Designated Offeror | 4iG SDT EGY Private Limited Company (registered office: 1013 Budapest, Krisztina körút 39.; company registration number: Cg. 01-10-143379; tax number: 32873829-2-41) as designated offeror (Shareholders are advised that the Offeror is acting as designated offeror as determined by the Persons Acting in Concert pursuant to Section 68 (3) of the Capital Market Act (Tpt.). Accordingly, the Bid is made to the Shareholders by the Offeror, but the agreement on the person of the Offeror does not release the Persons Acting in Concert from liability in connection with the making of the Bid); |
| Offer period | the period between 9:00 hours on the Commencement Date and 12:00 hours on the Closing Date; |
| Foundation | Széchenyi István Egyetemért Alapítvány (registered office: 9026 Győr, Egyetem tér 1.; registration number: 08-01- 0051446; tax number: 19251620-1-08); |
| Foundation Share Purchase Agreement |
the share purchase agreement concluded on 07 September 2025 between the Foundation as seller and the Offeror as purchaser concerning the sale of 2,694,689 Shares representing a 20.00% shareholding in the registered capital of the Target Company and 20.18% of the voting rights (taking into account 120,681 own shares held by the Target Company, in respect of which no voting rights may be |
| exercised pursuant to the Civil Code (Ptk.) - based on data published by the Target Company on 1 September 2025); |
|
|---|---|
| Capital gain | he difference between (i) the Offer Price and (ii) the value expended by the Accepting Shareholder for the acquisition of its Share and the related incidental costs; |
| Art. | Act CL of 2017 on the Rules of Taxation, as amended several times; |
| Acquisition Value | the value expended by the Shareholder for the acquisition of the Shares; |
| Bszt. | Act CXXXVIII of 2007 on Investment Firms and Commodity Exchange Service Providers and on the Rules of Their Activities as amended several times; |
| Budapest Stock Exchange | Budapest Stock Exchange Public Company Limited by Shares (registered office: 1013 Budapest, Krisztina körút 55. VI. floor; company registration number: Cg.01-10-044764; www.bet.hu); |
| Target company | RÁBA Automotive Holding Public Limited Company (registered office: 9027 Győr, Martin út 1.; company registration number: Cg. 08-10-001532; tax number: 11120133-2-51; www.raba.hu); |
| Places of Acceptance | the locations specified in Annex 4 to the Bid and any of these being the "Place of Acceptance"; |
| Acceptance Declaration | the declaration contained in Annex No. 1 of the Bid, in which the Shareholder acknowledges the contents of the Bid as binding upon himself and undertakes to transfer the Shares in consideration of payment of the OfferPrice specified in the Bid; |
| Accepting Shareholder | the Shareholder submitting an Acceptance Declaration in respect of the Bid within the Offer Period; |
| Supervisory Authority | Magyar Nemzeti Bank (registered office: 1054 Budapest, Szabadság tér 8-9.; customer service: 1013 Budapest, Krisztina krt. 6.; www.mnb.hu/felugyelet |
| GVH | Gazdasági Versenyhivatal – Hungarian Competition Authority (registered office: 1026 Budapest, Riadó u. 1-3.; https://www.gvh.hu/) |
|---|---|
| GVH Authorisation | (a) the decision adopted by the GVH pursuant to Section 76 (1) aa) of the Competition Act (Tpvt.), which has become final and non-appealable, authorising the Offeror to acquire direct control over the Target Company without the imposition of any prior or subsequent condition or obligation; or |
| (b) the official certificate issued by the GVH pursuant to Section 43/N (1) b) of the Competition Act (Tpvt.) confirming that no competition supervision procedure is required; |
|
| Effective date | the day on which the Share Sale and Purchase Agreement enters into force; this date shall coincide with the Closing Date, except where a competition supervision procedure becomes necessary, in which case the Date of Entry into Force shall be the date of the Relevant Competition Authority's Authorisation. Where the Relevant Competition Authorities' Authorisation is required, the date of entry into force shall be the date of obtaining the last Competition Authority Authorisation.1 ; |
| Hague Convention | the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, concluded at The Hague on 5 October 1961; |
| Affiliated companies | the affiliated companies of the Persons Acting in Concert as defined in point 65 of Section 5 (1) of the Capital Market Act (Tpt.), collectively and any of them individually as "Affiliated Company". A detailed presentation of the Affiliated Companies is set out in Annex 7 to this Mandatory Public Takeover Bid; |
| KELER Zrt. | KELER Központi Értéktár Private Limited Company (registered office: 1074 Budapest, Rákóczi út 70-72.; company registration number: Cg.01-10-042346, www.keler.hu); |
| Commencement date | the first day of the Offer Period, i.e. the 26 day of the September month of 2025; |
1 In view of the provisions of the Competition Act (Tpvt.), as well as the contents of Notice No. 6/2017 of the President of the Hungarian Competition Authority (Gazdasági Versenyhivatal, GVH) and the President of the Competition Council of the Hungarian Competition Authority, on certain issues of legal application related to proceedings for the assessment of concentrations, no notification shall be made to the Hungarian Competition Authority (GVH).
| Completion Guide | the guide for completion of the Acceptance Declaration forming Annex 2 to the Bid; |
|---|---|
| Agent | MBH Befektetési Bank Private Private Limited Company (registered office: 1117 Budapest, Magyar Tudósok körútja 9. G. ép.; company registration number: Cg. 01-10-041206), as investment service provider holding an activity licence under Section 5 (2) d) of the Investment Firms Act (Bszt.); |
| Power of attorney | the original or notarially certified copy of the declaration made by the Shareholder in the form of a public document or private document of full probative value authorising the Authorised Representative to act on behalf of and in the name of the Shareholder in the course of the acceptance of the Bid; |
| Authorised Representative | the natural or legal person acting on behalf of and in the name of the Shareholder pursuant to the Power of Attorney in the course of the acceptance of the Bid; |
| Places of publication | the forums specified in Section 9 of the Bid, where publications relating to the Bid are made public; |
| N7 Holding | N7 Holding Nemzeti Védelmi Ipari Innovációs Private Limited Company (registered office: 1133 Budapest, Pozsonyi út 56.; company registration number: 01-10-141325; tax number: 29219317-2-51); |
| N7 Holding Share Purchase Agreement |
the share purchase agreement concluded on 07 September 2025 between N7 Holding as seller and the Offeror as purchaser concerning 7,321,140 Shares representing a 54.34% interest in the registered capital of the Target Company and 54.83% of the voting rights (taking into account 120,681 own shares held by the Target Company, in respect of which no voting rights may be exercised pursuant to the Civil Code (Ptk), as published by the Target Company on 1 September 2025); |
| NYESZ | pension savings account; |
| Persons Acting in Concert | in addition to the Offeror, 4iG Nyrt. and 4iG Űr és Védelmi Zrt., having regard to (i) Section 65/A (1), (4) and (5) of the Capital Market Act (Tpt.), as well as (ii) point 27 of Section 5 (1) of the Capital Market Act (Tpt.); |
| Pp. | Act CXXX of 2016 on the Code of Civil Procedure; |
|---|---|
| Ptk. | Act V of 2013 on the Civil Code; |
| Relevant Competition Authority | any of the following competition authorities: |
| (i) the European Commission, if it has competence under Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings, except if it has referred the assessment of the concentration to the GVH; or |
|
| (ii) the GVH, if it has competence under Section 24 (1) or (4) of the Competition Act (Tpvt.) and the European Commission does not have competence pursuant to point (i), or if the European Commission has referred the assessment of the concentration to the GVH; and |
|
| (iii) any other national competition authority, namely the Albanian Competition Authority, the North Macedonian Competition Authority, the Montenegrin Competition Authority if the concentration requires competition authorisation, approval or consent in the relevant country, if any (together with the European Commission, the Hungarian Competition Authority [GVH], the Albanian Competition Authority [CAA], the North Macedonian Competition Authority and the Montenegrin Competition Authority, as applicable, jointly referred to as the 'Relevant Competition Authorities') |
|
| Share | all registered, voting, ordinary shares of the Target Company listed on the Budapest Stock Exchange, each with a nominal value of HUF 1,000 (i.e. one thousand forints) (ISIN identifier HU0000073457); |
| Shareholder | any owner of a Share; |
| Share Purchase Agreement | the share purchase agreement concluded between the Designated Offeror as specified in Section 5.2 of the present Bid and the Accepting Shareholder under Section 74 (5) of the Capital Market Act (Tpt.), by submitting the Acceptance Declaration to the Agent and transferring the Shares, in accordance with the conditions set out in the Bid; |
| Personal Income Tax Act. | Act CXVII of 1995 on Personal Income Tax, as amended several times; |
|---|---|
| Social Contribution Tax Act. | Act LII of 2018 on Social Contribution Tax, as amended several times; |
| TBSZ | long-term investment account; |
| Tpt. | Act CXX of 2001 on the Capital Market, as amended several times; |
| Tpvt. | Act LVII of 1996 on the Prohibition of Unfair Market Practices and Restriction of Competition; |
| Competition Authority Authorisation | the Authorisation of the Relevant Competition Authorities regarding the concentration realised through the N7 Holding Share Purchase Agreement, the Foundation Share Purchase Agreement and the Bid, or the Share Purchase Agreement; |
| Competition Authority Authorisation Date |
the date on which the Offeror receives the Competition Authority Authorisation; |
| Closing Date | the last day of the Offer Period, being the 35th (thirty-fifth) day following the Commencement Date, or, if that day falls on a public holiday, the first subsequent banking day, i.e. the 31 day of the October month of 2025. |
1.1 On the grounds of the acquisition of influence as specified in Section 68 (1) a) of the Capital Market Act (Tpt.) and pursuant to Section 68 (2) a) of the Capital Market Act (Tpt.), within the statutory deadline, 4iG SDT EGY Private Limited Company Limited (registered office: 1013 Budapest, Krisztina körút 39.; company registration number: Cg. 01-10-143379; tax number: 32873829-2-41) as Offeror makes a
to the shareholders of RÁBA Járműipari Holding Public Limited Company (registered office: 9027 Győr, Martin út 1.; company registration number: Cg. 08-10-001532; tax number: 11120133-2- 51), as Target Company, in respect of the Shares issued by the Target Company, i.e. the ordinary shares issued by the Target Company, each with a nominal value of HUF 1,000 (i.e. one thousand forint) (ISIN identifier HU0000073457), as follows.
Shareholders may contact the Agent with their questions regarding the Bid during business hours at the Places of Acceptance.
The shareholder structure of the Target Company, according to the individual and consolidated annual report published on the website of the Budapest Stock Exchange on 29 April 2025, is as follows:
| Shareholder | Number of | Vote | Ownership |
|---|---|---|---|
| shares | Share | ||
| N7 Holding Nemzeti Védelmi Ipari | 7,321,140 | 7,321,140 | 54.34% |
| Innovációs Zrt. | |||
| Széchenyi István Egyetemért |
2,694,689 | 2,694,689 | 20.00% |
| Alapítvány | |||
| Free flow | 3,336,936 | 3,336,936 | 24.77% |
| Own shares | 120,681 | 120.681 | 0.89% |
| Total: | 13,473,446 | 13,473,446 | 100.00% |
According to the "Voting Rights, Registered Capital" notice of the Target Company published on the website of the Budapest Stock Exchange on 1 September 2025, the Target Company holds 120,681 own shares. The Target Company cannot exercise shareholder rights in respect of own shares.
The statement pursuant to Section 69 (2) b) of the Capital Market Act (Tpt.) is contained in the above table. The Shares are listed on the Budapest Stock Exchange in the Premium Category of Shares, they are not admitted to trading on any other regulated market.
| 2.2.1 | Company name: | 4iG SDT EGY Private Limited Company |
|---|---|---|
| Registered office: | 1013 Budapest, Krisztina körút 39. | |
| Company registration number: Cg. 01-10-143379 | ||
| Tax number: | 32873829-2-41 | |
| Registered capital: | HUF 5,000,000 | |
| Main activity: | 6421 '25 Asset Management (holding) |
The Offeror was registered on 14 August 2025. The purpose of the establishment of the Offeror is to carry out acquisitions and conclude contracts in the field of the automotive industry. The sole shareholder of the Offeror is 4iG Űr és Védelmi Zrt.
4iG Nyrt. was founded in 1995 and its shares were listed on the Budapest Stock Exchange on 22 September 2004. Its shareholders are as follows: iG COM Private Equity Fund (38.93%), iG TECH Invest Kft. (1.71%), KZF Vagyonkezelő Zrt. (12.12%), Rheinmetall AG (25.12%), Bartolomeu ICF Kft. (5.72%), CALIK HOLDING ANONIM SIRKETI (3.16%), 4iG MRP Organisation (1.34%), own shares (1.79%), and Free Float (10.11%). The number of listed securities is 299,074,974 shares, and its securities are listed in the Premium Category of the Budapest Stock Exchange. 4iG Nyrt. is a Hungarian-based and majority Hungarian-owned holding company operating in the telecommunications, information technology, broadcasting, satellite, technology and defence industries. From 2020, the company has implemented a comprehensive expansion strategy, through which it entered new service areas – such as telecommunications, the space industry, technology and defence – and new markets in Hungary, Montenegro, Albania and Israel via numerous successful acquisitions. With the acquisition of Vodafone Hungary in 2023, the company became a convergent regional info-communication operator. 4iG Nyrt. is Hungary's leading systems integrator. The 4iG Group currently has 28 subsidiaries in 4 countries, employing nearly 8,000 people.
An organisational chart presenting the 4iG Group is included in Annex 7 to the Bid.
4iG Nyrt. has been active in the IT solutions market for nearly 30 years and, since 2021, has been Hungary's largest systems integrator, capable of serving complex projects thanks to its capacity and wide-ranging competences. The 4iG Group seeks to develop a diversified, platform- and vendor-independent portfolio in IT, being a strategic partner of the world's leading solution and hardware suppliers. With its IT services, 4iG Nyrt. supports the digitalisation of enterprises and the governmental sector, providing numerous related solutions from data centre and cloud services to cyber security. The goal of 4iG Nyrt. is to deliver exceptionally high added value to its clients in strategically important technologies. 4iG Nyrt. is an integrated IT service provider, supported by its employees with wide competences and decades of experience. The solutions of 4iG Nyrt. – through machine-to-machine communication (IoT), data-driven approaches, blockchain and artificial intelligence technologies – represent significant added value. The company creates genuine business advantages for its corporate clients through its full-cycle digital services. Its infrastructure partners and suppliers comply with the highest cyber security standards. The portfolio of the 4iG Group also includes remote presence services, programming and software development, data network, IT security and data centre infrastructure solutions, hardware servicing, SAP integration, as well as media platform operation.
The 4iG Group has become one of the leading telecommunications service providers in the region, with the majority (86%) of its revenues derived from telecommunications. The Hungarian and Western Balkan telecommunications portfolio of 4iG Nyrt. is consolidated under Antenna Hungária, in which the Hungarian State holds a 23.8% ownership interest. As a result of domestic acquisitions in recent years, the Group has become Hungary's second largest telecommunications company group with approximately 3 million mobile and nearly 2 million fixed-line customers. As the owner of ONE Crna Gora in Montenegro and ONA Albania in Albania, 4iG Group is the leading telecommunications and infocommunications provider in the Western Balkans, serving nearly 2.2 million residential and 400,000 business customers in these two countries. The telecommunications services of the 4iG Group are based on substantial infrastructure. Across its Hungarian and Western Balkan service areas, 4iG Group operates 35,200 kilometres of fixed-line network and 4,275 transmission towers, base stations and relay stations. .
2.3.3.2. 4iG Űr és Védelmi Zrt.
4iG Űr és Védelmi Zrt. was founded on 20 February 2024. Its owners are (i) 4iG Nyrt., (ii) iG TECH II. Private Equity Fund (registration number: 6122-161), (iii) iG TECH II. Private Equity Fund (registration number: 6122-275). The objective of 4iG Űr és Védelmi Zrt. is to serve domestic and international needs with integrated space and defence solutions as the first major Hungarian corporate actor. In line with these objectives, in recent years it has carried out the following space and defence industry investments and acquisitions:
Following its establishment (excluding the SpaceCom interests), 4iG Űr és Védelmi Zrt. began consolidating the ownership of its space and defence portfolio and acquired further shareholdings in new and existing companies:
| Name of the Company | Extent of Offeror's ownership share (%) |
|---|---|
| CarpathiaSat Zrt. | 100% |
| Hungaro DigiTel Kft. | 100% (indirect) |
| Rotors and Cams Zrt. | 55% |
| RAC Antidrone Zrt. | 25% |
| Remred Zrt. | 45% |
| Offeror | 100% |
Current holdings of 4iG Űr és Védelmi Zrt. in its portfolio companies:
The vertically integrated satellite portfolio of 4iG Űr és Védelmi Zrt. is based on its subsidiaries Remred Zrt. and Hungaro DigiTel Kft., as well as the digital and IT competences and capacities of the 4iG Group.
The drone portfolio of 4iG Űr és Védelmi Zrt. builds on Rotors and Cams Zrt., which develops and manufactures mission-driven drones, industrial and commercial drones using dual-use technologies. The integration of counter-drone solutions is organised in a separate subsidiary, RAC-AD Zrt.
The business line dealing with the development, customisation and implementation of defence digitalisation (operational and administrative) solutions develops and integrates various international and domestic digital solutions primarily for defence forces. For the full service of its clients, it involves, where necessary, the competences and capacities of other members of the 4iG Group (e.g. telecommunications networks, cyber security solutions).
2.4 The extent of Influence of the Persons Acting in Concert in the Target Company
2.4.3.2 Based on the Foundation Share Purchase Agreement presented in Section 19.2 of the Bid, the Offerer will acquire 2,694,689 Shares representing a 20.00% interest4 in the registered capital of the Target Company and conferring 20.18% of the voting rights, as a result of which, following completion of the Foundation Share Purchase Agreement, the Offerer will hold 2,694,689 Shares representing a 20.00% interest5 in the registered capital of the Target Company and conferring 20.18% of the voting rights.
2 Taking into account the 120,681 treasury shares held by the Target Company – based on the data published by the Target Company on 1 September 2025 – in respect of which, pursuant to the provisions of the Civil Code, no voting rights may be exercised.
3 Taking into account the 120,681 treasury shares held by the Target Company – based on the data published by the Target Company on 1 September 2025 – in respect of which, pursuant to the provisions of the Civil Code, no voting rights may be exercised.
4 Taking into account the 120,681 treasury shares held by the Target Company – based on the data published by the Target Company on 1 September 2025 – in respect of which, pursuant to the provisions of the Civil Code, no voting rights may be exercised
5 Taking into account the 120,681 treasury shares held by the Target Company – based on the data published by the Target Company on 1 September 2025 – in respect of which, pursuant to the provisions of the Civil Code, no voting rights may be exercised
Pursuant to Section 68 (4) of the Capital Market Act (Tpt.), for the execution of the acquisition of influence through the Bid, the Offeror has mandated an Agent holding a licence issued by the Supervisory Authority to provide the service specified in Section 5 (2) d) of the Investment Firms Act (Bszt.). The Agent appointed by the Offeror is MBH Befektetési Bank Private Limited Company (registered office: 1117 Budapest, Magyar Tudósok körútja 9. G. building; company registration number: Cg. 01-10-041206; tax number: 10241662-4-44; MNB licence number: H-EN-III-170/2017). Until the Closing Date, the Agent shall not enter into proprietary transactions in respect of the Shares concerned by this Bid, other than the share transfer agreements concluded within the framework of the takeover bid. .
The Offer Price offered by the Offeror for the Shares is HUF 1,789 per Share, i.e. one thousand seven hundred and eighty-nine forints, which constitutes the minimum price calculated on the basis of the mandatory provisions of Section 72 of the Capital Market Act (Tpt.), namely in this case HUF 1,789, i.e. one thousand seven hundred and eighty-nine forints, being, pursuant to Section 72 (1) a) ab) of the Tpt., an amount equal to the highest price stipulated in a transfer agreement concluded for consideration for the shares of the Target Company by the Offeror and the Affiliated Companies within one hundred and eighty days prior to the submission of the takeover bid. The Offer Price shall be paid exclusively in cash, in Hungarian forints. The method of calculation of the Offer Price is set out in Section 3.2 below.
3.2 Method of Calculation of the Offer Price
6 Taking into account the 120,681 treasury shares held by the Target Company – based on the data published by the Target Company on 1 September 2025 – in respect of which, pursuant to the provisions of the Civil Code, no voting rights may be exercised
For the shares of the Target Company, the volume-weighted stock exchange average price for the 180 (one hundred and eighty) days preceding submission of the Bid to the Supervisory Authority was HUF 1,552.4540, i.e. one thousand five hundred fiftytwo point four five four zero forints, evidence of which has been submitted to the Supervisory Authority by way of the certificate issued by the Budapest Stock Exchange on 18 September 2025.
(ii) The highest price under any transfer agreement concluded by the Offeror and the affiliated persons for the ordinary shares of the Target Company within the 180 (one hundred and eighty) days preceding submission of the Bid (Tpt. 72 § (1) a) ab))
The highest price under any transfer agreement concluded by the Offeror and the Affiliated Companies for the ordinary shares of the Target Company within the 180 (one hundred and eighty) days preceding submission of the Bid was HUF 1,789, i.e. one thousand seven hundred and eighty-nine forints.
(iii) The volume-weighted stock exchange average price of the shares of the Target Company for the 360 (three hundred and sixty) days preceding submission of the Bid to the Supervisory Authority (Tpt. 72 § (1) a) ac))
For the shares of the Target Company, the volume-weighted stock exchange average price for the 360 (three hundred and sixty) days preceding submission of the Bid to the Supervisory Authority was HUF 1,478.9334, i.e. one thousand four hundred seventy-eight point nine three three four forints, evidence of which has been submitted to the Supervisory Authority by way of the certificate issued by the Budapest Stock Exchange on 18 September 2025.
(iv) In the case of a call option or repurchase right exercised by the Offeror and the affiliated persons within the 180 (one hundred and eighty) days preceding submission of the Bid to the Supervisory Authority, the aggregate amount of the exercise price and fee specified in the agreement (Tpt. 72 § (1) a) ad))
No call option or repurchase right was exercised by the Offeror or the Affiliated Companies in respect of the ordinary shares of the Target Company within the 180 (one hundred and eighty) days preceding submission of the Bid to the Supervisory Authority.
(v) In the case of a call option or repurchase right stipulated in an agreement concluded by the Offeror and the affiliated persons within the 180 (one hundred and eighty) days preceding submission of the Bid to the Supervisory Authority, the aggregate amount of the exercise price and fee specified in the agreement (Tpt. 72 § (1) a) ae))
Within the 180 (one hundred and eighty) days preceding submission of the Bid to the Supervisory Authority, neither the Offeror nor the Affiliated Companies concluded any agreement establishing a call option or repurchase right in respect of the ordinary shares of the Target Company.
(vi) The consideration received, under an agreement concluded by the Offeror and the affiliated persons within the 180 (one hundred and eighty) days preceding submission of the Bid to the Supervisory Authority, for the concerted exercise of voting rights (Tpt. 72 § (1) a) af))
Within the 180 (one hundred and eighty) days preceding submission of the Bid to the Supervisory Authority, neither the Offeror nor the Affiliated Companies concluded, in respect of the Target Company, any agreement for consideration concerning the concerted exercise of voting rights.
(vii) The value of equity attributable to one Share (Tpt. 72 § (1) a) ag))
On the basis of the most recent consolidated annual financial statements (financial statements) of the Target Company (for the financial year 2024), prepared in accordance with the International Financial Reporting Standards, audited by an auditor and approved by the general meeting the rounded value of equity attributable to one share was HUF 1,784.19, i.e. one thousand seven hundred and eighty-four point nineteen forints.
3.3.5 In case of the Accepting Shareholder's exercise of the right of withdrawal, the Offeror is obliged to report this fact to the Supervisory Authority within 2 (two) working days. The payment of default interest and the exercise of the right of withdrawal do not affect the right of the Supervisory Authority to apply the sanctions specified in the Capital Market Act (Tpt.) in case of violation of the rules regarding the payment of consideration.
The period open for the acceptance of the Bid (the "Bid Period") shall commence on the Opening Date at 9:00 a.m. and shall last until 12:00 noon on the Closing Date. The Opening Date of the Bid Period shall be 26 September 2025, and the Closing Date shall be the 35th (thirtyfifth) day following the Opening Date, or, if such day does not fall on a business day, the first business day thereafter, i.e. 31. day October month 2025.
Accepting Shareholders may submit their Acceptance Declarations by personal submission. Personal submission is possible at the address of the Agent specified in Annex 4 to the Bid during the business hours defined therein.
For personal submission, identity documents must always be presented, or, in the case of legal entities, the documents specified in Section 5.8.
An Accepting Shareholder may appoint a Proxy for personal submission. In such case, the provisions of Section 5.4.1 shall apply mutatis mutandis to the Proxy, provided that the Proxy shall only be entitled to act on behalf of the Accepting Shareholder if in possession of a power of attorney in accordance with Section 5.9.
The addresses of the Places of Acceptance is set out in Annex 4 to the Bid. Personal submission may be initiated at the designated customer service branches of MBH Bank Nyrt. acting as intermediary of the Arranger, which are open to client traffic (from the Opening Date, i.e. 26 September 2025, until the Closing Date, i.e. 31 October 2025, inclusive of both days ) during the business hours specified in Annex 4 to the Bid.
The validity of the Acceptance Declaration is conditional upon the fact that the Shares offered in the Acceptance Declaration are actually credited, within the Offer Period, to the securities account No. 0074000035 named "Principal's Deposit Acquisition" held at KELER Zrt. by the Agent, provided that if the number of shares indicated on the Acceptance Declaration differs from the number of Shares actually transferred, the acceptance of the Bid shall be valid in respect of the lesser of the number of Shares indicated in the Acceptance Declaration or the number of Shares actually transferred to the securities account No. 0074000035 named "Principal's Deposit Acquisition" held at KELER Zrt. by the given Agent.
The Accepting Shareholder shall bear the responsibility and risk of transferring the Shares.
Shareholders who are natural persons are reminded that, in case their income from the sale of the Shares under the Offer qualifies as income from a controlled capital market transaction under Section 67/A of the Personal Income Tax Act (Szja tv.), they must, simultaneously with giving the transfer instruction, request the transferring investment service provider to certify to the Agent the Acquisition Value of the Shares. In such case, the transferring investment service provider shall certify to the Agent the Acquisition Value of the Shares in the course of executing the instruction.
If the Shareholder's service provider refuses the above procedure, the Shareholder must personally request from the relevant investment service provider a certificate of the Acquisition Value of the Shares in accordance with Annex 5 to the Bid and attach it to the Acceptance Declaration. Otherwise, i.e. in the absence of certification of the Acquisition Value, the Agent shall consider the entire proceeds (i.e. the Offer Price per Share) as Capital Gain. In determining the Capital Gain, the Agent shall accept only the certification of the Acquisition Value issued by the transferring investment service provider, except where the Accepting Shareholder declares that the income from the sale of the Shares qualifies as capital gain. In the latter case, the Agent shall also accept the declaration of the Accepting Shareholder in the form set out in Annex 6 to the Bid as proof of the Acquisition Value and related costs.
6.1 By signing the Acceptance Declaration set out in Annex 1 to this Bid, the Accepting Shareholder irrevocably undertakes to sell to the Offeror (designated in accordance with Section 2.3.2 of this Bid) the number of Shares specified in the Acceptance Declaration, free and clear of any litigation, encumbrance, claim, demand, pre-emption right and any rights of third parties (including organisations without legal personality but having capacity to sue), in accordance with the terms of the Bid.
8.1 This Bid and the Acceptance Declarations shall lapse upon publication of a counter-bid approved by the Supervisory Authority, pursuant to Section 75(4) of the Capital Market Act.
then, as applicable, the Offeror shall ensure, through the Agent, that the Shares deposited with the Agent under this Bid are retransferred to the securities account indicated by the relevant Shareholder in its Acceptance Declaration within 5 (five) Business Days following the date of lapse and/or termination.
Announcements relating to the Bid shall be published at the following Places of Publication:
During the Bid Period, the Target Company's business plan and the Report on the economic activities of the Offeror may be reviewed at the Place of Acceptance during the business hours specified in Annex 4 to this Bid.
The Offeror, the Persons Acting in Concert and the Target Company are not related to each other.
The probable consequences regarding employment by the Offeror are contained in the operating plan prepared by the Offeror and the report on the Offeror's economic activities.
The rules of breakthrough set out in Sections 76/A-76/C of the Capital Market Act are not applicable to the present Offer, given that the Articles of Association of the Target Company do not contain any relevant provisions.
The following informative summary provides a general description of certain tax consequences that may arise for a Shareholder in connection with the acceptance of the Bid and does not constitute a comprehensive description of all tax rules that may be relevant in relation to acceptance of the Bid by a Shareholder.
If gains from the sale of the Shares are taxable as income from a controlled capital market transaction, the Agent has no obligation to withhold tax (advance tax). The Agent shall issue a certificate (tax certificate) to the Accepting Shareholder concerning the share transfer in accordance with the provisions of the Personal Income Tax Act. Under Section 67/A(5) of the Personal Income Tax Act, the income and the tax shall be determined by the Hungarian tax resident individual Accepting Shareholder on the basis of the certificate(s) (tax certificate(s)) issued by the Agent and/or its own records, declared in the tax return for the relevant year and paid by the deadline for submission of that return.
The Agent shall issue to the Accepting Shareholder, by 15 February of the year following the tax year, a detailed certificate for each transaction on the result (profit or loss) of the transaction, on the proceeds of transactions not settled by cash settlement, and on the transaction costs taken into account under the rules of the business regulations or similar agreement with the individual Shareholder governing settlement (matching) of transactions (in particular, the rules for taking into account the acquisition cost of financial instruments). The certificate shall also state the amount of ancillary costs incurred in the tax year but not taken into account in the result of the transactions.
As an investment service provider qualifying as a payer, the Agent shall, by 31 January of the year following the tax year, provide the state tax and customs authority with information on the income realised by the individual (Accepting Shareholders) in that tax year, including their names, tax identification numbers, foreign residence and country of residence, as well as the aggregate result (profit, loss) of the transactions as determined under the business regulations or a similar agreement, and the amount of ancillary costs not taken into account in the result of the transactions, in accordance with the law.
Profit or loss shall be determined as the difference between the proceeds and the aggregate of the Acquisition Value and ancillary costs. Gains from controlled capital market transactions may – subject to certain limitations – be offset against losses from other controlled capital market transactions.
If gains from the sale of the Shares are taxable as capital gains, personal income tax is payable. Profit or loss shall be determined as the difference between the proceeds and the aggregate of the Acquisition Value and ancillary costs. Income from capital gains may not be offset against capital losses realised on other transactions.
Personal income tax advances shall be withheld from the Offer Price. The Accepting Shareholder's final personal income tax liability shall be determined in the annual tax return.
Under the Social Contribution Tax Act, income from capital gains is also subject to social contribution tax. The liability to pay social contribution tax remains until the Accepting Shareholder's income, as defined in Section 1(1)–(3) and Section 1(5)(a)–
(e) of the Social Contribution Tax Act, reaches twenty-four times the amount of the minimum wage in the relevant year. If the Accepting Shareholder does not declare that the tax ceiling has been reached or is expected to be reached in the relevant year, the social contribution tax shall be withheld from the Offer Price. The rate of social contribution tax at the date of submission of this Bid to the Supervisory Authority is 13%.
15.3.7 Income from long-term investments and income credited to a pension savings account:
If the Shares are validly tendered from a TBSZ or NYESZ-R account, the Offer Price shall betransferred to the cash account linked to the TBSZ or NYESZ-R account as evidenced by the certificate issued by the transferring investment service provider, and no tax liability shall arise in the course of the transfer. Due to the special tax rules applicable to TBSZ and NYESZ-R accounts, a tax liability may arise only at the time of withdrawal of funds from the account, to be determined by the individual. From 1 January 2025, in certain cases, social contribution tax liability may also arise in relation to TBSZ accounts if the holding period is less than five years.
No tax (advance tax) shall be withheld from the Offer Price. Income from the sale of the Shares may be subject to corporate income tax and other taxes in accordance with the tax rules applicable to the Shareholder concerned.
For foreign tax resident individual Shareholders, in addition to the above rules applicable to Hungarian tax resident individuals, the provisions of the double taxation treaty between their state of residence and Hungary shall apply to the determination of tax liability. Where the Accepting Shareholder holds an account with the Agent subject to the due diligence obligations under Act XXXVII of 2013 on certain rules of international administrative cooperation relating to taxes and other public charges, or opens such an account, and foreign residence is established through the due diligence process, the Agent shall apply that residence. If the Accepting Shareholder does not hold such an account with the Agent, or if the due diligence process establishes that the individual is resident in multiple states or jurisdictions, the Accepting Shareholder must evidence its foreign tax residence with a tax residence certificate issued by the foreign tax authority, in English or with a Hungarian certified translation, or a copy thereof. If the Accepting Shareholder does not declare its tax residence in the Acceptance Declaration and does not evidence its foreign tax residence, it shall be regarded as a Hungarian tax resident.
No Hungarian tax liability arises on the Offer Price, provided that the sale of the Shares is not connected with economic activity carried out through a Hungarian permanent establishment of the Accepting Shareholder.
This Bid has been prepared under the laws of Hungary and shall be governed exclusively by Hungarian law. It has been prepared on the basis of the Capital Market Act in force on the date of submission of the Bid to the Supervisory Authority, and the same shall apply to its interpretation.
Any disputes arising in connection with this Bid or with the Share Purchase Agreement concluded between the Offeror and the Shareholder by acceptance of this Bid shall fall within the competence and jurisdiction of the courts determined pursuant to Act CXXX of 2016 on the Code of Civil Procedure.
The Offeror declares that, to the best of its knowledge, the data and information contained in the Bid are accurate. In accordance with Section 69(2)(n) of the Capital Market Act, the Offeror confirms that this Bid contains all material circumstances that may affect the Bid.
The Offeror draws the Shareholders' attention to carefully consider, when deciding on acceptance of the Bid, the other material circumstances affecting the Bid as set out in this Section 19.
CSG DEFENCE a.s. (registered office: U Rustonky 714/1, Karlín, 186 00 Prague 8, Czech Republic; company registration number: 073 33 528; place of registration: Municipal Court in Prague; "CSG DEFENCE a.s.") is a company incorporated in the Czech Republic with a registered capital of CZK 2,000,000 (i.e. two million Czech crowns), which has been fully paid up. The capital of CSG DEFENCE a.s. consists of 20 (twenty) registered dematerialised shares, each with a nominal value of CZK 100,000 (i.e. one hundred thousand Czech crowns). The shares confer identical shareholder rights. Each ordinary share entitles the shareholder to voting rights, and all voting rights are equal. The sole shareholder of CSG DEFENCE a.s. is Czechoslovak Group a.s. (registered office: U Rustonky 714/1, Karlín, 186 00 Prague 8, Czech Republic; company registration number: 03472302; place of registration: Municipal Court in Prague).
| Shareholder | Number of | Votes | Ownership |
|---|---|---|---|
| Shares | Share | ||
| Czechoslovak | 20 | 100 | 100% |
| Group a.s. |
|||
| Total: | 20 | 100 | 100.00% |
CSG DEFENCE a.s. is a member company of the CSG Group ("CSG"). CSG is a global industrial and technology group, the ultimate beneficial owner of which is the Czech entrepreneur Michal Strnad. The strategic objective of the group is to contribute to a safer and more stable future by developing and manufacturing key products, systems and technologies for the defence industry, the aerospace industry, the automotive industry and other sectors.
CSG has a global presence: its key production bases are located in the United States, the United Kingdom, Spain, Italy, Germany, the Czech Republic, Slovakia, Serbia, Greece and India, and it exports its products worldwide. CSG continues to strengthen its companies and expand its business areas through continuous investment.
CSG employs more than 14,000 people and achieved revenues of EUR 5.2 billion in 2024 (of which EUR 4 billion on a consolidated basis). As a result, according to the ranking of the Stockholm International Peace Research Institute (SIPRI), CSG was included among the world's 100 largest defence companies.
The key subsidiaries of CSG include:
Tatra Trucks is a cornerstone of the mobility and defence divisions of CSG and is one of the world's oldest utility vehicle manufacturers. The company has become world famous for its heavy-duty trucks designed for extreme terrain. In 2024 it produced 1,548 vehicles, a significant proportion of which were delivered to defence industry customers. Tatra continuously develops its product portfolio – including the latest Force and Phoenix series – and plays a key role in the development, manufacture, modernisation and life-cycle support of wheeled armoured vehicles. Further information is available on the CSG website: https://czechoslovakgroup.com/en
On 7 September 2025, an option agreement was concluded between 4iG Űr és Védelmi Zrt. and CSG DEFENCE a.s. in respect of 490 ordinary shares with a nominal value of HUF 1,000 each, representing 49% of the registered capital of the Offerer (the "4iG SDT EGY Shares"). Under this option agreement, until 28 February 2027, CSG DEFENCE a.s. may, by unilateral declaration, purchase the 4iG SDT EGY Shares from 4iG Űr és Védelmi Zrt., as obligor (call option). The exercise of the call option is conditional upon the Offeror successfully completing the acquisition concerning the Target Company, including this Bid as part thereof, and upon the customary due diligence of the Target Company in line with market practice being concluded with a satisfactory result for CSG DEFENCE a.s. The acquisition of influence by CSG DEFENCE a.s. through the exercise of the call option is subject to the conduct of the necessary competition and other regulatory proceedings.
In view of the fact that CSG DEFENCE a.s. would acquire an indirect interest in the Target Company through the exercise of the call option pursuant to this clause, an additional condition of the acquisition of influence is the making of a mandatory public takeover bid to the shareholders of the Target Company pursuant to Section 68 of the Capital Markets Act (Tpt.).
19.4 Statement of Further Circumstances
By signing the Bid, the Offeror declares that there are no further material circumstances not disclosed in the Bid that may affect the Bid.
Budapest, 23 September 2025
--- SIGNATURE PAGE FOLLOWS. ---
as Offeror, represented by
Dr. István Sárhegyi Member of Board of Directors
________________________
________________________ ________________________
as the Agent, represented by
Zoltán Szűcs Managing Director
Gergely Takács Director
Important!
The valid acceptance of the Bid in respect of the Shares is conditional upon the proper completion of this declaration and its submission, together with its annexes, to the Places of Acceptance specified in the Bid within the Acceptance Period, during the client service hours of the Places of Acceptance as set out in Annex 4 of the Bid, or, on the Closing Date, from the beginning of the client service hours until 12:00 hours, either by hand delivery or by arrival at such address.
Acceptance Declaration for accepting the Bid made by 4iG SDT EGY Private Limited Company (registered office: 1013 Budapest, Krisztina körút 39; company registration number: Cg. 01-10-143379; tax number: 32873829-2-41; "Offeror"), approved by the Supervisory Authority by decision No. H-KE-III-635/2025. on 23 September 2025 day, in respect of dematerialised, registered ordinary shares issued by RÁBA Járműipari Holding Public Limited Company (registered office: 9027 Győr, Martin út 1.; company registration number: Cg. 08-10-001532; "Target Company"), each with a nominal value of HUF 1,000, i.e. one thousand forint, at a purchase price of HUF 1,789 per share, i.e. one thousand seven hundred and eighty-nine forint.
By properly completing and duly signing this Acceptance Declaration, the Shareholder accepts as binding upon himself the conditions of the Bid made by the Offeror for the Target Company's Shares.
This Acceptance Declaration must be duly completed and signed and delivered to a Place of Acceptance as specified in Annex 4 of the Bid during the client service hours indicated therein within the Offer Period, or on the Closing Date from the start of client service hours until 12:00 hours, or must arrive at the Place of Acceptance by such time. The Offer Period shall run from 9:00 hours on the Commencement Date until 12:00 hours on the Closing Date.
Please carefully read the instructions to this Acceptance Declaration before completion, as well as the Bid published on the Offeror and the MBH Befektetési Bank Private Limited Company homepage (www.4ig.hu/nyito; illetve https://www.mbhbefektetesibank.hu) and the Completion Guide attached as Annex 2 to the Bid!
For questions or requests relating to the Bid, please contact MBH Befektetési Bank Private Limited Company at the following contact details:
Mailing address: H-1117 Budapest, Magyar Tudósok körútja 9. G. ép, Hungary
Phone: +(36-1) 311-3110
Email Address: [email protected]
The Bid is valid exclusively as a Bid made under the laws of Hungary.
The notice on the cover page of this Bid is intended to provide information on those countries in which acceptance of the Bid is restricted under local laws and regulations or subject to additional conditions. In order to avoid any legal consequences resulting from breaches of applicable laws in such countries, in connection with the making, dissemination or acceptance of the Bid, the restrictions set out on the cover page of this Bid apply, in line with international capital market practice.
Terms used with an initial capital letter in this Acceptance Declaration and not otherwise defined shall have the meanings given to them in the Bid).
Please duly complete and sign the following Acceptance Declaration if you are acting as a natural person (either personally as an Accepting Shareholder, or as a natural person authorised representative holding a Power of Attorney)
By signing this Acceptance Declaration, the Shareholder accepts the Bid made by the Offeror for the Shares issued by Rába Járműipari Holding Public Limited Company (registered office: 9027 Győr, Martin út 1.; company registration number: Cg. 08-10-001532), approved by resolution no. H-KE-III-635/2025. of 23 September 2025 by the Supervisory Authority, as follows:
First name(s) of Shareholder:
Birth name of Shareholder (if different):
________________________________________
__________________________________________
________________________________________
_____________________________________
Citizenship of Shareholder:
Address of Shareholder – Country:
_________________________________ Address of Shareholder – Postal code: ______________________________
Address of Shareholder – Street, house no.:
Mailing address of Shareholder (if different from the above):
| Mailing address – | Country: ______ |
|---|---|
| Mailing address – | Postal code: _________ |
Mailing address – Street, house no.: __________________________________
_________________________
ID card number / Passport number of Shareholder: ___________________
Tax Identification Number of Shareholder: __________________________
Place of birth of Shareholder: _____________________________________
Date of birth of Shareholder: ______________________________________
Mother's maiden name of Shareholder: ______________________________
Telephone number of Shareholder: _________________________________
E-mail address of Shareholder: ____________________________________
Name of the Agent: MBH Befektetési Bank Private Limited Company Registered office of the Agent: Hungary, H-1117 Budapest, Magyar Tudósok körútja 9. G. ép Company registration number of the Agent: Cg. 01-10-041206
in numbers:__________ pcs, in words: ___________________________________ pieces of ordinary shares.
The acquisition data of the Shares are necessary to establish the tax liability of the Bid Consideration paid.The acquisition value of the Shares and the incidental costs shall be determined pursuant to Section 67(9) of Act CXVII of 1995 on Personal Income Tax. In the absence of such data, the full amount of the Bid Consideration shall constitute the tax base.
For the purpose of proving the acquisition price of the Shares, the Agent shall accept a certificate issued by the transferring service provider in the content specified in Annex 5 to the Bid, unless the Accepting Shareholder declares that the income from the sale of the Shares qualifies as capital gains. In the latter case, the Agent shall also accept the declaration of the Accepting Shareholder in the form set out in Annex 6 to the Bid as proof of the Acquisition Value and the incidental costs.
The Accepting Shareholder declares that the consideration for the Shares shall be paid by transfer to the following bank account or client account.
Type of beneficiary account (only one account type can be marked; please mark with an X):
| Bank account | |
|---|---|
| Client Account | |
| Client account or bank account linked to a TBSZ | |
| or NYESZ-R account |
Name of the payment service provider or investment service provider: ___________________
Address of the payment service provider or investment service provider: ________________
Name of the beneficiary, i.e. the Shareholder as account holder: ___________________
Account number7 : _____________________-____________________-__________________
Client account number of the beneficiary (if the account is held by an investment service provider): ___________________
Reference: Bid Consideration
In the event of any discrepancy between the account data indicated in this section and the account data indicated in the certificate of Acquisition Price issued by the transferring service provider in accordance with Annex 5 to the Bid (if such document is attached), the Agent shall
7 As a general rule, in the case of transfer of the consideration to a client account maintained by an investment service provider, it is necessary to indicate the client payment account number of the account-holding investment service provider, and the number of the Shareholder's client account held with the investment service provider must be specified under the item "Number of beneficiary's client account". If your service provider does not maintain a separate client account for you, or if you request the transfer to be made to your own bank account, then please provide your own bank account number. Please consult your account-holding service provider if necessary.
consider the data indicated in the certificate issued by the transferring service provider as valid and shall transfer the consideration of the Shares to the account indicated in such certificate!
Only one bank account, client account, NyESZ or one TBSZ account may be indicated per Acceptance Declaration, and only one method of payment of the Consideration may be chosen per Acceptance Declaration.
If the Shares offered are transferred from more than one account, e.g. from a normal securities account and one or more TBSZ accounts, or from accounts of different types (e.g. NyESZ and TBSZ), the Acceptance Declaration must be completed and submitted separately for each account with the data corresponding to that account.
Address: ____________________________________________________________________
Number of the Shareholder's securities account: ________________________________________
_______________________________________________
| Hungary | |
|---|---|
| Other. Please specify country: ___ | |
| I declare that there is a double taxation treaty in force between Hungary and the | |
| country specified above, and that I am resident for tax purposes in the country | |
| specified above for the purposes of the application of the treaty. | |
| According to the provisions of the treaty, the capital gains realised in connection | |
| with the sale of the Shares shall be taxable only in the country in which I reside. | |
| I have attached the original copy of the tax residence certificate to this Acceptance | |
| Declaration. |
Income from the sale of Shares
The income from the sale of Shares*:
| taxable as a controlled capital market transaction | |
|---|---|
| taxable as income from a long-term investment | |
| taxable as capital gains | |
| ill be credited to a pension savings account compliant with the requirements of the |
|
| Personal Income Tax Act (Szja tv.) |
* Please mark with an "X" the case applicable to you in the table! Only one option may be selected on one Acceptance Declaration!
If parts of the income from the sale of the Shares are subject to different treatment for personal income tax purposes, several Acceptance Declarations must be completed accordingly.
The Shareholder shall instruct in writing its securities account manager to transfer, on behalf of the Shareholder, to the Agent's securities account (i.e. to MBH Befektetési Bank Private Limited Company's securities account No. 0074000035 named "Principal's Deposit Acquisition" held with KELER Zrt.) those Shares in respect of which the Shareholder accepts the Bid. If the Bid provides for the retransfer of Shares, the Shares shall be retransferred to the securities account of the Shareholder specified above.
(i) the Acceptance Declaration is signed personally by the Shareholder accepting the Bid, or by a duly authorised representative evidenced by a Power of Attorney, and constitutes a lawful, valid and binding undertaking;
(ii) the Shares specified in the Acceptance Declaration are unencumbered and constitute the lawful and exclusive property of the Accepting Shareholder free of transfer restrictions, and the Accepting Shareholder is entitled to sell and transfer them, and the Shares are free from litigation, encumbrance, claim, demand, pre-emption right and any right of a third party;
(iii) the signing of the Acceptance Declaration and the performance of obligations arising from acceptance of the Bid do not infringe any applicable law binding on the Shareholder or the Offeror, and that the Shareholder's receipt of the Bid has not infringed any applicable law binding on the Shareholder or the Offeror;
(iv) all data and information provided by the Shareholder in the Acceptance Declaration are true and correct;
(v) if the number of Shares specified in the Acceptance Declaration differs from the number of Shares actually transferred to the Agent's securities account, acceptance of the Bid shall be valid only for the lower number of Shares either specified in the Acceptance Declaration or actually transferred to the Agent's securities account. If the number of Shares specified in the Acceptance Declaration is lower than the number actually transferred, within 5 Business Days following the Closing Date the Agent shall retransfer the difference to the securities account of the relevant Shareholder specified in the Acceptance Declaration, or, in the absence thereof, to the account from which the Shares originated; (vi) the Shares are sold together with all rights attached to them on or after the Closing Date, including, without limitation, voting rights and the right to dividends payable in respect of the Shares after the Closing Date;
(vii) following the valid conclusion of the Share Purchase Agreement, the Offeror is entitled to have its shareholding entered without restriction in the share register of the Target Company;
(viii) the Acceptance Declaration signed by it, and any other document related to its Acceptance Declaration, has not been posted or otherwise distributed or sent, directly or indirectly, to the United States of America or any other country where the posting, distribution or sending of such documents would contravene laws, market practices, or any generally or even restrictively binding regulation, whether within or from such countries;
(ix) in connection with the acceptance of the Bid, neither directly nor indirectly has it used the postal services, interstate or international commerce instruments (including, in particular, electronic mail, telefax, telex or telephone), or any instrument of a national stock exchange of the United States or any other such country, where the posting, distribution or sending of such documents would contravene laws, market practices, or any generally or even restrictively binding regulation;
(x) the Accepting Shareholder was located outside the territory of the United States of America or any other country where the posting, distribution or sending of the Bid, the Acceptance Declaration or related documents would contravene laws, market practices, or any generally or even restrictively binding regulation, at the time it received the Acceptance Declaration and at the time it accepted the Bid;
(xi) the Accepting Shareholder has complied with all rules applicable to it, obtained all necessary governmental or other consents, complied with all requirements, and paid all taxes payable in connection with the acceptance of the Bid in any state, and has not done or omitted to do anything which would result in the Offeror or any other person breaching any legal or regulatory requirement in connection with the Bid or its acceptance;
(xii) the person acting on behalf of the Accepting Shareholder in respect of the Shares covered by the Acceptance Declaration is not an agent, custodian or trustee of any person whose instructions have been issued from the United States of America, or any other such country, or through the use of postal services, interstate or international commerce instruments, or national stock exchanges of the United States or any such country, where the posting, distribution or sending of the Bid, the Acceptance Declaration or related documents would contravene laws, market practices, or any generally or even restrictively binding regulation.
By signing the Acceptance Declaration, the Accepting Shareholder authorises the Agent and irrevocably consents that the Agent shall register the Shares transferred to it on its securities account and subsequently transfer them to the Offeror in accordance with the terms of this Bid.
By signing the Acceptance Declaration, the Accepting Shareholder consents that the Agent may forward the data contained in the Acceptance Declaration to the Offeror for the purpose of enabling the Offeror to fulfil its obligations towards the Accepting Shareholder as set out in the Bid. The Accepting Shareholder has understood and accepted that the Agent undertook the obligation to transfer to the Accepting Shareholders the relevant amount from the consideration received by it from the Offeror. The Agent has not undertaken the obligation to perform default interest payments, nor to perform any obligations connected to possible non-performance by the Offeror; such claims shall be addressed directly to the Offeror by the Shareholder.
Please mark with an X which documents you have attached to this Declaration of Acceptance:
(1.) in the case of a natural person shareholder resident in Hungary, a certificate issued by the investment service provider performing the transfer of the Shares, in accordance with Annex 5 to the Bid, on the value spent on the acquisition of the Shares (Acquisition Value) and the additional costs incurred in connection with the Shares, as well as on the status of the Shares in accordance with Annex 5 to the Bid:__
Date: _________________________,202[•]. ___________________(month) _____(day)
Name of Shareholder:..............................
Signature of Shareholder / Signature of the authorised representative of Shareholder'
______________________________________________________
Furthermore, if acting as an authorised representative, please attach the Power of Attorney and provide the following identification details:
Name of authorised representative: _____________________________________________________
Address of authorised representative:
We kindly ask that the Acceptance Declaration be certified by the signatures of two witnesses below, confirming that the Shareholder signed the Acceptance Declaration in their presence: (If the Acceptance Declaration is submitted with notarial certification of signature, the signatures of two witnesses are not required.)
In the presence of us, as witnesses:
| 1. | Signature of Witness: ________ | 2. Signature of Witness: ____ |
|---|---|---|
| Name:_________ | Name:_________ | |
| Address: ______ | Address: _______ |
_____________________________________________________
| 2. Signature of Witness: |
|---|
| Name: |
| Address: |
Please fill in the following Acceptance Declaration correctly and sign it duly if you are acting on behalf of a legal entity, either as its lawful organisational representative or as an authorised representative holding a Power of Attorney!
The Shareholder, by signing this Acceptance Declaration, accepts the Bid made by the Offeror for the Shares issued by Rába Járműipari Holding Public Limited Company (registered seat: 9027 Győr, Martin út 1.; company registration number: Cg. 08-10-001532) held by the Shareholder, as approved by the Supervisory Authority by its Resolution No. H-KE-III-635/2025. dated 23 September 2025, as follows:
Registered seat of the Shareholder – country: _______________________________________ Registered seat of the Shareholder – postal code: ____________________________________ Registered seat of the Shareholder – street, house number:
________________________________________________
Mailing address of the Shareholder (if different from the registered seat): Mailing address – country:
_______________________________________________________
____________________________________________________
___________________________________________________
Mailing address – postal code:
____________________________
Mailing address – street, house number:
Company registration number of the Shareholder:
____________________________________
____________________________________________
_____________________________________________
________________________________________________
Tax number of the Shareholder:
Telephone number of the Shareholder:
E-mail address of the Shareholder:
Name of Agent: MBH Befektetési Bank Private Limited Company Registered seat of Agent: Hungary, H-1117 Budapest, Magyar Tudósok körútja 9. G. ép Company registration number of Agent: Cg. 01-10-041206
Type of beneficiary's account:
Bank account
Client Account
Name of payment or investment service provider: ___________________ Address of payment or investment service provider: ___________________ Name of beneficiary, Account holder Shareholder: ___________________ Account number8 : _____________________-____________________-
Number of the beneficiary's client account (if the account is managed by an investment service provider): ___________________
Announcement: Bid Consideration
____________________
Name of the securities account manager:
Address:_____________________________________________________________________
_
Number of the Shareholder's securities account: ________________________________________
_______________________________________________
The Shareholder must instruct its securities account manager in writing to transfer, on behalf of the Shareholder, to the Agent's securities account (i.e. the MBH Befektetési Bank Private Limited Company's securities account No. 0074000035 named "Principal's Deposit Acquisition" held with KELER Zrt.) those Shares in respect of which the Shareholder accepts the Bid. If the Bid provides for the re-transfer of the Shares, the Shares shall be re-transferred to the Shareholder's securities account specified above.
8 As a general rule, in the case of transfer of the consideration to a client account held with an investment service provider, it is necessary to indicate the client payment account number of the account-holding investment service provider, and the number of the Shareholder's client account held with the investment service provider must be specified under the item "Number of beneficiary's client account". If your service provider does not maintain a separate client account for you, or if you request the transfer to be made to your own bank account, then please provide your own bank account number. Please consult your account manager if necessary.
acceptance of the Bid does not breach any applicable law binding upon the Shareholder or the Offeror, and receipt of the Bid did not infringe the law applicable to the Shareholder or to the Offeror;
(v) all data and information provided by the Shareholder in the Acceptance Declaration are true and correct;
(vi) if the number of Shares specified in the Acceptance Declaration differs from the number of Shares actually transferred, the acceptance of the Bid shall be valid with respect to the lower of the number specified in the Acceptance Declaration or the number actually transferred to the Agent's securities account. If the number of Shares specified in the Acceptance Declaration is lower than the number of Shares actually transferred, within 5 business days following the Closing Date the Agent shall re-transfer the difference to the securities account specified by the Shareholder in the Acceptance Declaration or, failing that, to the account from which the Shares originated;
(vii) the Shares shall be sold together with all rights attached thereto on the Closing Date or thereafter, including without limitation the voting rights and the right to receive dividends payable after the Closing Date; (viii) following the valid conclusion of the Share Purchase Agreement, the Offeror shall be entitled to have its ownership of the Shares recorded in the share register of the Target Company without any restriction; (ix) the Acceptance Declaration and any other document related to the Acceptance Declaration signed by it have not been posted, distributed or otherwise sent either directly or indirectly to the United States of America or any other country where the posting, distribution or sending of such documents would contravene laws, market practice or any generally or even partially binding regulation, either within or from such states; (x) in connection with the acceptance of the Bid, neither directly nor indirectly has the postal service or any means of interstate or international commerce (in particular electronic mail, telefax, telex or telephone) of the United States of America or any other country been used, where the posting, distribution or sending of such documents would contravene laws, market practice or any generally or even partially binding regulation, or any facility of the national securities exchange of any of the above countries; (xi) the Accepting Shareholder was located outside the territory of the United States of America or any other country where the posting, distribution or sending of the Bid, the Acceptance Declaration and the related documents would contravene laws, market practice or any generally or even partially binding regulation, at the time of receipt of the Acceptance Declaration and at the time of accepting the Bid; (xii) the Accepting Shareholder has complied with all rules applicable to it, obtained all necessary governmental or other approvals, complied with all applicable requirements and paid all taxes payable in any jurisdiction in connection with the acceptance of the Bid, and has not done or omitted to do anything that would cause the Offeror or any other person to violate or possibly violate any law or regulatory requirement in relation to the Bid or its acceptance; (xiii) the person acting on behalf of the Accepting Shareholder in respect of the Shares covered by the Acceptance Declaration is not acting as an agent, custodian or broker of a person whose instructions were given from the United States of America or any other country, or by using the postal service, interstate or international commerce facilities, or securities exchange facilities of the United States of America or any other country where the posting, distribution or sending
of the Bid, the Acceptance Declaration and the related documents would contravene laws, market practice or any generally or even partially binding regulation.
By signing the Acceptance Declaration, the Accepting Shareholder authorises the Agent and irrevocably consents to the Agent holding the Shares transferred to it on its securities account and subsequently transferring them to the Offeror in accordance with the terms of the present Bid.
By signing the Acceptance Declaration, the Accepting Shareholder consents to the Agent forwarding the data contained in the Acceptance Declaration to the Offeror for the purpose of enabling the Offeror to fulfil its obligations towards the Accepting Shareholder under the Bid.
The Accepting Shareholder has understood and accepted that the Agent undertook the obligation to transfer to the Accepting Shareholders the respective amount from the consideration received from the Offeror. The Agent has not undertaken any obligations regarding default interest, nor in respect of any failure of performance by the Offeror, and in such cases claims shall be enforced directly against the Offeror by the Shareholder.
Please mark with an X which documents are attached to this Acceptance Declaration:
(1.) Documents evidencing the existence of the Accepting Shareholder as a legal entity and the representation right of the persons acting on its behalf, or in the case of a foreign entity its corporate documents, and in case of documents not in English, their certified translation: ____
(2.) The Power of Attorney pursuant to Sections 5.10 and 5.11 of the Bid, and in the case of documents not in Hungarian, their certified translation: ____
| Date: _______,2025 | ___(month) ___(day) | ||
|---|---|---|---|
| __________ Corporate signature of Shareholder / signature of authorised representative of Shareholder |
|||
| Company name |
of Shareholder: |
__________ | |
| Name of first |
signatory: | __________ | |
| Position: | ___________ | ||
| Name of second |
signatory (if joint signature |
required): _________ |
|
| Position: ___________ |
If you are acting as an authorised representative on behalf of the Shareholder, please also attach the Power of Attorney and provide the following identification details: Name of authorised representative:
Address of authorised representative:
___________________________________________
_________________________________________
Please also have the Acceptance Declaration certified by the signatures of two witnesses below, confirming that the authorised representative signed the Acceptance Declaration in their presence at the Place of Acceptance:
(If the Acceptance Declaration is submitted with notarial certification of signature, the signatures of two witnesses are not required.)
In the presence of us, as witnesses:
| 1. | Signature of Witness: ___ | 2. Signature of Witness: ______ |
|---|---|---|
| Name: _______ | Name: ______ | |
| Address: ______ | Address: _______ |
Please also attach documents evidencing the existence of the legal entity and the representation right and signature specimen of the person(s) duly signing the Power of Attorney on its behalf, and in case the documents are not in Hungarian, their certified translation.
If the Shareholder wishes to accept the Bid, the duly completed and properly signed Acceptance Declaration must be submitted at the Place of Acceptance during the Bid Period within the client service hours of the Acceptance Places as specified in Annex 4 of the Bid, or on the Closing Date from the beginning of the client service hours until 12:00 hours, or must be delivered by post to the Agent at the postal address specified in Annex 4 of the Bid within the Bid Period. The Acceptance Declaration must be completed and signed in accordance with the Bid. The capitalised terms and expressions used in the Acceptance Declaration have the meanings defined in the Bid.
Completion, signing, and delivery of the Acceptance Declaration to the Place of Acceptance shall constitute acceptance by the Shareholder of all the terms and conditions set forth in the Bid.
According to Act XCII of 2003 on the Rules of Taxation, if an individual Accepting Shareholder fails to provide their tax identification number, the Agent shall withhold payment until the tax identification number is provided. Under applicable Hungarian law, a non-resident natural person is also required to hold a Hungarian tax identification number if they become subject to domestic tax liability or if reporting obligations arise under tax laws in connection with such liability. Non-Hungarian citizens may apply to the state tax authority for the issuance of a tax identification number using the official form ('T34'), which requires the applicant to provide their natural identification data (name, place and date of birth, mother's maiden name, address) and nationality. Based on this information, the tax authority will issue the tax identification number.
If you intend to accept the Bid, please:
a certificate of tax residency, and in the case of authorised representation, the Power of Attorney;
If you intend to prove the existence of the legal entity and the authority of the acting representatives with different documents and wish to verify their suitability in advance, please contact the Agent using the contact details specified in the Bid.
For the purpose of identification of transfers, the Accepting Shareholder must indicate in the reference field of the transfer order their full name and tax identification number/tax number, as well as the number of the securities account from which the transfer was initiated.
The Offeror shall pay the Offer Price in Hungarian forints to the Accepting Shareholders in accordance with Section 3.3 of the Bid.
The Offeror and the Agent shall notify the Supervisory Authority of the outcome of the Bid within 2 (two) calendar days after the Closing Date of the Bid Period and shall publish it at the Publication Place.
Please read the Bid carefully! By signing the Acceptance Declaration, the Accepting Shareholder warrants that all data and information provided by them in the Acceptance Declaration are accurate and truthful in all respects, and that the documents attached are originals or copies identical to the originals.
Hungarian law shall apply to the Bid and its acceptance, as well as to any non-contractual obligations arising in connection with the Bid. By signing the Acceptance Declaration, the Accepting Shareholder also submits to the exclusive jurisdiction of the Permanent Court of Arbitration attached to the Hungarian Chamber of Commerce and Industry with respect to all disputes arising from or in connection with the Bid and its acceptance. If non-Hungarian law applies to the Accepting Shareholder, compliance with such law shall be the sole responsibility of the Accepting Shareholder.
| I, the undersigned, | ||
|---|---|---|
| Name/Company name: _________ | ||
| Address/Registered office: _____________ | ||
| Mother's maiden name: ______________ | ||
| ID card no./Company registration number: _________ | ||
| Tax identification number/Tax number: _______ | ||
| hereby appoint, | ||
| Name: ___________ | ||
| Address: _______________ | ||
| Mother's maiden name: ______________ | ||
| Place/Date of birth: ____________ | ||
| ID card no.: ____________ | ||
| to act as my authorised representative with full power in connection with the mandatory public takeover Bid made by 4iG SDT EGY Private Limited Company 39.; company registration number: 01-10-143379; hereinafter: the "Offeror") for the shares of Rába Járműipari Holding Public Limited Company |
(registered office: 1013 Budapest, Krisztina körút (registered office: 9027 Győr, Martin út 1.; company |
|
| registration number: Cg. 08-10-001532), and to represent me vis-à-vis the Offeror, the Agent, the Target | ||
| Company and third parties. | ||
| The terms used in this power of attorney that are capitalised but not otherwise defined shall have the meaning given to them in the Bid. |
||
| Dated: ____, 202[•]. __(month) ___(day) | ||
| _____ Signature of the Accepting Shareholder |
I accept the above power of attorney: _____ |
|
Name (in block letters): Title:
Signature of the authorised representative
Please note that this power of attorney must be signed in accordance with Sections 5.10 and 5.11 of the Bid, and where necessary, must be accompanied by signature authentication.
The submission of Acceptance Declarations may be initiated at the branch offices of MBH Bank Nyrt. acting as the Agent's intermediary, listed in the table below, during the business hours indicated therein, from the Commencement Date, i.e. 26 September 2025, until the Closing Date, i.e. 31 October 2025. On the Closing Date, Acceptance Declarations may be submitted until 12:00 noon.
| Postcod e |
City | Street, number |
Monda y |
Tuesda y |
Wednesda y |
Thursda y |
Frida y |
Accessibl e |
|---|---|---|---|---|---|---|---|---|
| 5600 | Békéscsaba | Andrássy út 18. |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
yes |
| 1024 | Budapest | Széna tér 4. |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
yes |
| 1032 | Budapest | Bécsi út 154. |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
no |
| 1056 | Budapest | Váci utca 38. |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
yes |
| 1106 | Budapest | Örs Vezér tere 25. |
09:00- 17:00 |
09:00- 17:00 |
09:00- 17:00 |
09:00- 17:00 |
09:00 - 17:00 |
yes |
| 1119 | Budapest | Etele út 57. |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
yes |
| 1132 | Budapest | Nyugati tér 5. |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
yes |
| 1138 | Budapest | Váci u. 193. |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
yes |
| 1173 | Budapest | Pesti út 159-163. |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
yes |
| 1184 | Budapest | Üllői út 396. |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
yes |
| 2700 | Cegléd | Rákóczi u. 2. |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
no |
| 4024 | Debrecen | Vár u. 6/a | 08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
|---|---|---|---|---|---|---|---|---|
| 4026 | Debrecen | Bethlen u. 6-8. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 2400 | Dunaújváros | Dózsa György út 4/b. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 3300 | Eger | Almagyar u. 3 -5. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
no |
| 2030 | Érd | Budai út 11. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 2100 | Gödöllő | Kossuth út 13. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 3200 | Gyöngyös | Fő tér 19. | 08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
no |
| 9021 | Győr | Bajcsy Zs. utca 36. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 5100 | Jászberény | Lehel vezér tér 32 -33 |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
no |
| 7400 | Kaposvár | Fő u. 3. | 08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 6000 | Kecskemét | Nagykőrös i utca 2. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
no |
| 3527 | Miskolc | Ady Endre u. 16. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 3530 | Miskolc | Széchenyi u. 46. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 9200 | Mosonmagyaróvá r |
Bástya u.15. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
no |
| 8800 | Nagykanizsa | Erzsébet tér 19. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
|---|---|---|---|---|---|---|---|---|
| 4400 | Nyíregyháza | Dózsa György út 11. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
no |
| 7621 | Pécs | Rákóczi út 60. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 7622 | Pécs | Bajcsy - Zsilinszky u. 7. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 3100 | Salgótarján | Losonczi u. 2. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
no |
| 9400 | Sopron | Várkerület 16. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 6720 | Szeged | Kölcsey utca 8. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 6720 | Szeged | Széchenyi tér 3. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 8000 | Székesfehérvár | Budai út 36. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 7100 | Szekszárd | Arany János u. 23 -25. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 2310 | Szigetszentmiklós | Losonczi u. 1. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 5000 | Szolnok | Hősök tere 1. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
no |
| 9700 | Szombathely | Szent Márton utca 4. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 9700 | Szombathely | Petőfi S. u. 16. |
08:00 - 17:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 16:00 |
08:00 - 15:00 |
yes |
| 2800 | Tatabánya | Fő tér 6. | 08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
yes |
|---|---|---|---|---|---|---|---|---|
| 2600 | Vác | Köztársasá g u. 10-12. |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
yes |
| 8200 | Veszprém | Óváros tér 3 |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
yes |
| 8900 | Zalaegerszeg | Kossuth u. 2. |
08:00- 17:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00- 16:00 |
08:00 - 15:00 |
yes |
In the context of the mandatory public bid made by 4iG SDT EGY Private Limited Company (registered office: 1013 Budapest, Krisztina körút 39.; company registration number: Cg. 01-10-143379; hereinafter: the "Offerer") for the shares of Rába Járműipari Holding Public Limited Company (registered office: 9027 Győr, Martin út 1.; company registration number: Cg. 08-10-001532) regarding the securities transferred (hereinafter: the "Shares"), relating to their registration and acquisition data: I, the undersigned [name of investment service provider; registered office; company registration number; tax number] hereby declare that today, in the name of MBH Befektetési Bank Private Limited Company (registered office: 1117 Budapest, Magyar Tudósok körútja 9. G. ép.; company registration number: Cg. 01-10-041206), to the securities account No. 0074000035 named "Principal's Deposit Acquisition" held at KELER Központi Értéktár Private Limited Company, on the instruction of the Shareholder Accepting the Bid, a total of ………………….. pieces of ................................. Shares have been transferred, the registration and acquisition data of which are as follows: Client's name: ………………………………………………………………… Birth name:…………………………………………………………………….. Place and date of birth: ………………………………………………………………… Address: ………………………………………………………………… Personal identification document number: ………………………………………………………………… Tax identification number: ………………………………………………………………… Number of securities: ………………………………………………………………… Type of account: Standard securities account / Long-Term Investment Account (TBSZ) / Pension Savings Account (NyESZ-R) Acquisition date: ………………………………………………………………… Acquisition price: ………………………………………………………………… Additional costs: ………………………………………………………………… Number of securities: ………………………………………………………………… Type of account: Standard securities account / Long-Term Investment Account (TBSZ) / Pension Savings Account (NyESZ-R) Acquisition date: ………………………………………………………………… Acquisition price: ………………………………………………………………… Additional costs: ………………………………………………………………… Number of securities: ………………………………………………………………… Type of account: Standard securities account / Long-Term Investment Account (TBSZ) / Pension Savings Account (NyESZ-R) Acquisition date: ………………………………………………………………… Acquisition price: ………………………………………………………………… Additional costs: ………………………………………………………………… Number of securities: ………………………………………………………………… Type of account: Standard securities account / Long-Term Investment Account (TBSZ) / Pension Savings Account (NyESZ-R) Acquisition date: ………………………………………………………………… Acquisition price: ………………………………………………………………… Additional costs: …………………………………………………………………
For securities transferred from NyESZ-R and TBSZ accounts, please kindly arrange for the consideration to be credited back to the corresponding type of cash account:
| NyESZ-R: _ _ _ _ _ _ _ _ - _ _ _ _ _ _ _ - _ _ _ _ _ _ _ |
||||
|---|---|---|---|---|
| TBSZ 2020: _ _ _ _ _ _ _ _ - _ _ _ _ _ _ _ - _ _ _ _ _ _ _ |
||||
| TBSZ 2021: _ _ _ _ _ _ _ _ - _ _ _ _ _ _ _ - _ _ _ _ _ _ _ |
||||
| TBSZ 2022: _ _ _ _ _ _ _ _ - _ _ _ _ _ _ _ - _ _ _ _ _ _ _ |
||||
| TBSZ 2023: _ _ _ _ _ _ _ _ - _ _ _ _ _ _ _ - _ _ _ _ _ _ _ |
||||
| TBSZ 2024: _ _ _ _ _ _ _ _ - _ _ _ _ _ _ _ - _ _ _ _ _ _ _ |
||||
| TBSZ 2025: _ _ _ _ _ _ _ _ - _ _ _ _ _ _ _ - _ _ _ _ _ _ _ |
||||
| Date:…………………………………………. | ||||
| Name of Service Provider: …………………………………… | ||||
| Authorised signature of Service Provider: |
Annex 6 (Declaration of Natural Person Accepting Shareholder/Authorised Representative regarding Acquisition Value and Incidental Costs in case of Income from Capital Gains)
to the Acceptance Declaration relating to the Bid made by 4iG SDT EGY Private Limited Company (registered office: 1013 Budapest, Krisztina körút 39.; company registration number: Cg. 01-10- 143379; hereinafter: the "Offerer") for the Shares of Rába Automotive Holding Public Limited Company. (registered office: 9027 Győr, Martin út 1.; company registration number: Cg. 08-10- 001532).
| I, the undersigned, | |
|---|---|
| Name: _______________ | |
| Address: ___________ | |
| Mother's name: ______________ | |
| ID card No.: _______ | |
| Tax Identification Number: ___________ |
hereby declare that in respect of the Shares covered by the Acceptance Declaration I submitted, the acquisition data of such Share(s) are as follows:
| Acquisition 1 | Acquisition 2 | Acquisition 3 | |
|---|---|---|---|
| Number of securities: | |||
| Date of acquisition: | |||
| Price∗ Acquisition |
|||
| (HUF) | |||
| Incidental costs (HUF) | |||
| Transfer cost due to | |||
| acceptance (HUF) |
The acquisition data of the Shares are required to establish the tax liability on the Offer Price paid. The acquisition price and the incidental costs shall be determined pursuant to Section 67 (9) of Act CXVII of 1995 on Personal Income Tax (Szja tv.). In the absence of such data, the full amount of the Offer Price may be considered as the tax base. If different acquisition prices and/or incidental costs apply to the Shares, more columns (Acquisition 1, Acquisition 2, etc.) may be completed. If the number of columns in the template is insufficient, it may be supplemented as necessary, or several declarations may be attached.
The capitalised terms used in this Declaration which are not otherwise defined shall have the meaning given to them in the Bid.
∗ In the case of income derived by an individual from Shares held on 31 August 2006, the acquisition value of the security may be determined by reference to the closing price of the given security on the last stock exchange day of August 2006
| Date: ____, __ (day)__(month) 202[•]. | |||
|---|---|---|---|
| --------------------------------------------------------------------- | -- | -- | -- |
______________________________________________________ Shareholder's Name:..............................
Signature of Shareholder / Signature of Authorised Representative of the Shareholder
Please certify with the following signatures of two witnesses that the above declaration has been signed by the Shareholder/Proxy in front of them:
(In the case of submission of a notarial signature with authentication, the signatures of the two witnesses are not required.)
Before us as witnesses:
| 1. | Witness signature: _______ | 2. Witness's signature: ______ |
|---|---|---|
| Name:_________ | Name:_________ | |
| Address: _________ | Address: _______ |
Annex 7 Figure presenting the 4iG Group
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