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RÁBA Automotive Group — M&A Activity 2026
Mar 2, 2026
2022_rns_2026-03-02_8d5c295b-bfa6-44c1-a8fa-5e5768838a9b.pdf
M&A Activity
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THE OFFEROR AND THE AGENT HAVE SUBMITTED THE PRESENT TAKEOVER BID TO THE NATIONAL BANK OF HUNGARY FOR APPROVAL; HOWEVER, THE NATIONAL BANK OF HUNGARY HAS NOT YET RENDERED A DECISION ON THE APPROVAL OF THE PRESENT TAKEOVER BID. SIMULTANEOUSLY WITH THE SUBMISSION, THE OFFEROR AND THE AGENT FORWARDED THE PRESENT TAKEOVER BID TO THE BOARD OF DIRECTORS OF THE TARGET COMPANY AND PUBLISHED IT ON THE OFFEROR'S WEBSITE AND AT OTHER PUBLICATION VENUES. WITH REGARD TO THE MERGER TO BE REALIZED THROUGH THE ACQUISITION OF INFLUENCE IN THE TARGET COMPANY, A MERGER NOTIFICATION WILL BE SUBMITTED BY THE OFFEROR TO THE RELEVANT MERGER AUTHORITIES. THE ISSUANCE OF MERGER AUTHORITY APPROVALS IS A CONDITION FOR THE EXECUTION OF THE SHARE PURCHASE AGREEMENT. IF THE CLOSING DATE PRECEDES THE DATE OF THE MERGER AUTHORITY APPROVALS, THE BIDDER SHALL BE OBLIGATED TO PAY THE FULL VALUE OF THE SHARES WITHIN 5 (FIVE) BUSINESS DAYS OF THE DATE OF THE MERGER AUTHORITY LICENSE.
MANDATORY PUBLIC TAKEOVER BID
RÁBA JÁRMŰIPAR HOLDING PUBLIC LIMITED COMPANY
as Target Company
in respect of its ordinary shares (ISIN identifier: HU0000073457)
by the
4iG SDT EGY Private Limited Company
as Designated Offeror
HUF 3,425.0035, i.e. three thousand four hundred twenty-five and thirty-five ten-thousandths HUF per share,
under the settlement of
MBH Befektetési Bank Private Limited Company
as an investment service provider
PERIOD OPEN FOR ACCEPTANCE OF THE BID
COMMENCEMENT DATE [], 9:00 A.M., CLOSING DATE [], 12:00 P.M.
Budapest, 02. March 2026
Prepared by:
KERTESZ&PARTNERS
FOLY LEGAL COUNSEL
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TABLE OF CONTENTS
DEFINITIONS
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- MANDATORY PUBLIC TAKEOVER BID ... 8
- PERSONS AND COMPANIES AFFECTED BY THE BID ... 10
- THE OFFER PRICE ... 17
- DEADLINE OPEN FOR ACCEPTANCE OF THE BID ... 21
- THE ACCEPTANCE DECLARATION, THE PLACE AND METHOD OF ITS SUBMISSION ... 21
- CERTAIN ADDITIONAL DECLARATIONS OF THE ACCEPTING SHAREHOLDER ... 26
- CONCLUSION OF THE SHARE PURCHASE AGREEMENT ... 27
- TERMINATION OF THE BID AND THE SHARE PURCHASE AGREEMENT ... 28
- THE PLACE OF PUBLICATION OF ANNOUNCEMENTS RELATING TO THE BID ... 28
- PURCHASE AND SALE RIGHTS ... 29
- THE BUSINESS PLAN OF THE TARGET COMPANY AND PLACE OF ACCESS TO THE REPORT ON THE ACTIVITIES OF THE OFFEROR ... 29
- DESCRIPTION OF THE OFFEROR’S RELATIONSHIP WITH THE TARGET COMPANY ... 29
- PROBABLE CONSEQUENCES RELATING TO EMPLOYMENT ... 30
- APPLICATION OF BREAKTHROUGH RULES ... 30
- TAXATION ISSUES ... 30
- APPLICABLE LAW ... 33
- JURISDICTION ... 33
- LIABILITY OF THE OFFEROR ... 34
- OTHER MATERIAL CIRCUMSTANCES AFFECTING THE BID ... 34
Annex 1 (Acceptance Declaration) ... 40
Annex 2 (Completion Guide) ... 53
Annex 3 (Template of Power of Attorney) ... 55
Annex 4 (List of Places of Acceptance) ... 56
Annex 5 (Template for Declaration of Acquisition Price, Content Requirements ) ... 60
Annex 6 (Declaration of the Natural Person Accepting Shareholder/Authorised Representative Regarding Acquisition Value and Incidental Costs in Case of Income from Capital Gains) ... 62
Annex 7 Chart presenting the 4iG Group ... 64
Annex 8 Chart presenting the CSG Group ... 65
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DEFINITIONS
4iG Group
the group of companies which consists of 4iG Nyrt., its subsidiaries and the entities in which 4iG Nyrt. or its subsidiaries exercise controlling influence or hold a participating interest. A detailed presentation of the 4iG Group companies is set out in Annex 7 to this Bid;
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 Úr és Védelmi Zrt.
4iG Úr és Védelmi Technológiák Private Limited Company (registered office: 1013 Budapest, Krisztina körút 39.; company registration number: Cg.01-10-142725; tax number: 32500640-2-41);
4iG SDT Share Purchase Agreement
the share purchase agreement entered into by and between 4iG Úr és Védelmi Zrt. as seller and CSG DEFENCE a.s. as purchaser on 02 March 2026 in respect of 980 ordinary shares with a nominal value of HUF 5,000 each, representing 49% of the registered capital of the Offeror.
Bid
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 established in accordance with Section 72 (1) of the Capital Market Act (Tpt.);
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);
Offeror Board
the board of directors of the Offeror;
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Offeror Shareholders Meeting
the shareholders meeting of the Offeror;
Offer Period
the period between 9:00 hours on the Commencement Date and 12:00 hours on the Closing Date;
Capital Gain
the 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;
CZECHOSLOVAK GROUP a.s.
CZECHOSLOVAK GROUP a.s. (registered seat: U Rustonky 714/1, Karlin, 186 00 Prague 8, Czech Republic; company registration number: 034 72 302; place of registration: Municipal Court in Prague);
CSG DEFENCE a.s.
CSG DEFENCE a.s. (registered seat: U Rustonky 714/1, Karlin, 186 00 Prague 8, Czech Republic; company registration number: 073 33 528; place of registration: Municipal Court in Prague);
CSG Group
the group of companies which consists of CZECHOSLOVAK GROUP a.s., its subsidiaries and the entities in which CZECHOSLOVAK GROUP a.s. or its subsidiaries exercise controlling influence or hold a participating interest. A detailed presentation of the CSG Group companies is set out in Annex 8 to this Bid;
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; tax number: 12853812-2-41; 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);
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Target Company Board
the board of directors of the Target Company;
Initial Target Company Board
the initial composition of the board of directors of the Target Company;
Revised Target Company Board
the revised composition of the board of directors of the Target Company;
Target Company Shareholders' Meeting
the shareholders' meeting of the Target Company;
Target Company Supervisory Board
the supervisory board of the Target Company;
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 Offer Price specified in the Bid;
Accepting Shareholder
the Shareholder submitting an Acceptance Declaration in respect of the Bid within the Offer Period;
Supervisory Authority
National Bank of Hungary (registered office: 1054 Budapest, Szabadság tér 8-9.; customer service: 1122 Budapest, Krisztina krt. 6.; www.mnb.hu/felugyelet);
Effective Date
the day on which the Share Sale and Purchase Agreement enters into force; this date shall coincide with the Closing Date;
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";
KELER Zrt.
KELER Központi Értéktár Private Limited Company (registered office: 1074 Budapest, Rákóczi út 70-72.; company
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Commencement Date
registration number: Cg.01-10-042346; tax number: 10873151-2-44 www.keler.hu);
the first day of the Offer Period, i.e. the [] day of the [] month of 2026;
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; tax number: 10241662-4-44), 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;
NYESZ
pension savings account;
Persons Acting in Concert
in addition to the Offeror, CSG DEFENCE a.s. and 4iG Ür és Védelmi Zrt., and the members of their groups as defined in 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.);
Cooperation Agreement
the cooperation agreement entered into between the Offeror, CSG DEFENCE a.s. and 4iG Ür és Védelmi Zrt. on 02 March 2026;
Pp.
Act CXXX of 2016 on the Code of Civil Procedure;
Ptk.
Act V of 2013 on the Civil Code;
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Relevant Merger Authorities
any of the following merger authorities: (a) the German Bundeskartellamt (Federal Cartel Office); and (b) the Austrian Bundeswettbewerbsbehörde (Federal Competition Authority).
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;
Shareholders’ Agreement
the shareholders’ agreement to be entered into between the Offeror, CSG DEFENCE a.s. and 4iG Úr és Védelmi Zrt. on the closing date of the 4iG SDT Share Purchase Agreement, governing their cooperation following the closing of the 4iG SDT Share Purchase Agreement;
Share Purchase Agreement
the share purchase agreement concluded between the Designated Offeror as specified in Section 2.3.2 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;
Capital Market Act (Tpt.)
Act CXX of 2001 on the Capital Market, as amended several times;
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 [] day of the [] month of 2026.
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MANDATORY PUBLIC TAKEOVER BID
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) d) 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
mandatory public takeover bid
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.
1.2 THE OFFER PRICE PER SHARE OFFERED AND PAYABLE BY THE OFFEROR IN RESPECT OF ALL SHARES AMOUNTS TO HUF 3,425.0035, I.E. THREE THOUSAND FOUR HUNDRED TWENTY-FIVE AND THIRTY-FIVE TEN-THOUSANDTHS FORINTS.
1.3 The present Bid is made by the Offeror for all Shares of the Target Company and to the Shareholders of the Target Company.
1.3.1 For the execution of the acquisition of influence based on the Bid, the Offeror has mandated 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), an investment service provider licensed by the Supervisory Authority pursuant to Section 5 (2) d) of the Investment Firms Act (Bszt.) for the provision of “advice and services relating to capital structure, business strategy and related matters, and advice and services relating to mergers and acquisitions”, licence number H-EN-III-170/2017.
1.3.2 In compliance with the provisions required under Hungarian legal regulations, the Offeror draws attention to the fact that neither this Bid, nor its annexes, nor any accompanying documentation shall be made, sent, distributed or disseminated in any form (by postal or personal delivery, copying, electronic transmission or distribution or transfer using any other communication or telecommunication means), whether directly or indirectly, in the United States of America or in any other country where the transmission, publication, private or public disclosure of this Bid, its annexes or accompanying documentation would conflict with legislation, market practice, or any generally or even restrictedly binding norms, or where the foregoing would restrict them in any other way. This Bid has been prepared solely in accordance with Hungarian law and has not been, and will not be, registered or approved under the United States Securities Act of 1933, as amended several times, or any other federal laws and regulations of the United States, nor under the laws or capital market supervisory regulations of any other country, and shall not be regarded as a takeover bid under such laws. If the Acceptance Declaration is signed, or appears to have been signed, by a person whose residence or registered office is in the United States of America, or in any other country referred to above, or if the Acceptance Declaration is returned from, or appears to have been returned from, the United States of America or any such other country, the Offeror shall be entitled to treat such Acceptance Declaration as invalid, and therefore no Share Purchase Agreement shall be concluded in respect thereof.
1.3.3 The Offeror recommends that the Shareholders consult with their accountant, tax advisor and financial expert on tax issues related to the acceptance of the Bid.
1.3.4 Shareholders may contact the Agent with their questions regarding the Bid during business hours at the Places of Acceptance.
1.3.5 The present Bid, or the template of the Acceptance Declaration is available at the Places of Acceptance specified in Annex No. 4 of the Bid or can be downloaded from the websites of the Places of Publication.
1.3.6 Merger Authority Approval
1.3.6.1 CSG Defence a.s.’s indirect acquisition of influence in the Target Company through the 4iG Share Purchase Agreement may constitute a notifiable concentration under German and Austrian law. Under the relevant legislation, the prerequisite for the implementation of this concentration and the conclusion of the Share Purchase Agreements is the issuance of the Relevant Merger Authority approvals.
1.3.6.2. The Offeror hereby informs the Shareholders that preparations are underway to notify the Relevant Merger Authorities of the merger to be implemented through the acquisition of indirect influence by CSG Defence a.s. in the Target Company. The Offeror, through the Target Company, shall inform the Shareholders of the fact of the merger notifications at the Places of Publication.
1.3.6.3 If the Closing Date precedes the date of the Relevant Merger Authority approvals, the Share Purchase Agreements shall be executed on the date of the last Relevant Merger Authority approval following the Closing Date. The Offeror draws the attention of the Shareholders to the fact that in this case, the Offeror shall be obliged to pay the consideration for the Shares within 5 (five) business days following the date of the Relevant Merger Authority approvals.
1.3.7 THE BID HAS BEEN SUBMITTED BY THE OFFEROR AND THE AGENT TO NATIONAL BANK OF HUNGARY FOR APPROVAL AND WILL BE SENT TO THE BOARD OF DIRECTORS OF THE TARGET COMPANY, ALSO, THE BIDDER, IN VIEW OF THE POSSIBLE ACQUISITION OF INFLUENCE IN THE TARGET COMPANY, SUBMITS A NOTIFICATION OF THE MERGER TO THE RELEVANT MERGER AUTHORITIES. THE PUBLIC TAKEOVER BID HAS NOT YET BEEN APPROVED BY THE SUPERVISORY AUTHORITY. FOLLOWING RECEIPT OF THE DECISION OF THE SUPERVISORY AUTHORITY APPROVING THIS BID – OR THE EXPIRY OF THE PROCEDURAL DEADLINES SPECIFIED IN SECTION 70 (2) OF THE CAPITAL MARKET ACT (TPT.) – THE OFFEROR SHALL IMMEDIATELY INITIATE THE PUBLICATION OF THE BID IN THE MANNER PRESCRIBED BY THE CAPITAL MARKET ACT (TPT.), INDICATING THE COMMENCEMENT AND CLOSING DATES OF THE PERIOD OPEN FOR THE SUBMISSION OF ACCEPTANCE DECLARATIONS IN CALENDAR DAYS.
2. PERSONS AND COMPANIES AFFECTED BY THE BID
2.1 The Target Company
2.1.1 The Target Company is RÁBA Járműipari Holding Public Limited Company (registered office: 9027 Győr, Martin út 1.; company registration number: Cg. 08-10-001532; Statistical number: 11120133-7010-114-08; tax number: 11120133-2-51; EU tax number: HU11120133) having a registered capital HUF 13,473,446,000 (i.e. thirteen billion four hundred and seventy-three million four hundred and forty-six thousand forints), of which HUF 13,473,446,000 (i.e. thirteen billion four hundred seventy-three million four hundred forty-six thousand forints) is cash contribution.
2.1.2 The registered capital of the Target Company consists of 13,473,446 ordinary shares, (i.e. thirteen million four hundred seventy-three thousand four hundred forty-six) registered, dematerialised ordinary shares, each with a nominal value of HUF 1,000 (i.e. one thousand forints). The shares provide identical shareholder rights. Each ordinary share entitles the shareholder to voting rights, and the extent of voting rights is equal for each share. Each ordinary share confers voting rights proportionate to its nominal value. The Shares are freely transferable. As of the date of this Bid, the Offeror owns 10,015,829, i.e. ten million fifteen thousand eight hundred and twenty-nine, ordinary shares, representing a 74.34% direct ownership interest in the Target Company.
The shareholder structure of the Target Company is as of as of 28 February 2026 is as follows:
| Shareholder | Number of shares | Vote | Ownership Share | Voting Ratio |
|---|---|---|---|---|
| 4iG SDT EGY Zártkörűen Működő Részvénytársaság | 10,015,829 | 10,015,829 | 74.34% | 75,01% |
| Free flow | 3,336,936 | 3,336,936 | 24.77% | 24,99% |
| Own shares | 120,681 | N/A | 0.89% | N/A |
| Total: | 13,473,446 | 13,352,765 | 100.00% | 100% |
According to the "Voting Rights, Registered Capital" notice of the Target Company published on the website of the Budapest Stock Exchange on 27 February 2026, 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 Presentation of the Offeror
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 10,000,000
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. As of the date of this Bid, the sole shareholder of the Offeror is 4iG Ür és Védelmi Zrt. taking into account the transaction described in clause 2.4.4.
2.3 Presentation of the Persons Acting in Concert
2.3.1 The Bid is made pursuant to the procedure set out in Section 68 (1) of the Capital Market Act (Tpt.) by way of a prior mandatory public takeover bid.
2.3.2 The acquisition of influence in the Target Company shall be carried out by the Persons Acting in Concert in accordance with Section 68 (2) d) of the Capital Market Act (Tpt.), who, pursuant to Section 68 (3) of the Capital Market Act (Tpt.), have designated the Offeror to make the Bid. Accordingly, the Bid is made to the Shareholders by the Offeror, but the Cooperation Agreement does not release the Persons Acting in Concert from liability in connection with the making of the Bid.
2.3.3 The Persons Acting in Concert have designated the Offeror to make the Bid in their Cooperation Agreement dated 02 March 2026.
2.3.4 Presentation of 4iG Ür és Védelmi Zrt. and CSG DEFENCE a.s. not acting as Offeror but as Person Acting in Concert and the presentation of 4iG Group and CSG Group:
2.3.4.1. Presentation 4iG Ür és Védelmi Zrt.
4iG Ür 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 Ür 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:
- In August 2020 it participated in the establishment of CarpathiaSat Magyar Ürtávközlési Zrt. with a 51% majority interest, later acquiring the remaining 49%, thus becoming its 100% owner.
- In January 2021 it acquired a 24% interest in Rotors and Cams Zrt.
- In June 2021 it indirectly acquired a 75% majority interest in Hungaro DigiTel Kft.
- In September 2022 it acquired a 20% interest in SpaceCom, an Israeli satellite operator and service provider.
- In September 2023 it participated in the establishment of THOLUS Védelmi Zrt. (former name: RAC Antidrone), acquiring a 25% ownership interest.
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Following its establishment (excluding the SpaceCom interests), 4iG Ür és Védelmi Zrt. began consolidating the ownership of its space and defence portfolio and acquired further shareholdings in new and existing companies:
- In May 2024 it acquired a 45% interest in Remred Zrt.
- It acquired an additional 31% ownership in Rotors and Cams Zrt., increasing its holding to 55%.
- It indirectly acquired a further 25% ownership in Hungaro DigiTel Kft., increasing its total holding to 100%.
- In December 2025, 4iG Ür és Védelmi Zrt. acquired a 90% shareholding in Gestamen Kutatás Fejlesztés Zrt.
- In January 2026, 4iG Ür és Védelmi Zrt. indirectly acquired a 74.34% ownership interest in the Target Company.
- On 27 February 2026, 4iG Ür és Védelmi Zrt. acquired the following shareholdings:
- a 75% + 1 voting right majority shareholding in N7 Defence Zrt.;
- a 100% ownership interest in Hirtenberger Defence Systems Kft.;
- a 75% + 1 voting right majority shareholding in VAB Kft.;
As a result of the above transactions, it acquired indirect shareholdings in AEROPLEX Közép-Európai Kft., ARZENÁL Fegyvergyár Zrt., Colt CZ Hungary Zrt., Rheinmetall Hungary Munitions Zrt., and Rheinmetall Hungary Zrt.
Current holdings of 4iG Ür és Védelmi Zrt. in its portfolio companies:
| Name of the Company^{1} | Extent of 4iG Ür és Védelmi Zrt.'s ownership share (%) |
|---|---|
| CarpathiaSat Zrt. | 100% |
| Hungaro DigiTel Kft. | 100% (indirect) |
| Rotors and Cams Zrt. | 55% |
| THOLUS Védelmi Zrt. | 25% |
| Remred Zrt. | 45% |
| Portuguese Telecommunication Investments Kft. | 100% |
| Offeror | 100% |
| Gestamen Kutatás Fejlesztés Zrt. | 90% |
| Céltársaság | 74,34% (indirect) |
| N7 Defence Zrt. | 75% + 1 |
| Hirtenberger Defence Systems Kft. | 100% |
| VAB Kft. | 75% + 1 |
| AEROPLEX Közép-Európai Kft. | 75% + 1 (indirect) |
| ARZENÁL Fegyvergyár Zrt. | 75% + 1 (indirect) |
| Colt CZ Hungary Zrt. | 36,75% + 1 (indirect) |
| Rheinmetall Hungary Munitions Zrt. | 36,75% + 1 (indirect) |
1 Particulars of the group companies are to be inserted in the 7th Annex
Rheinmetall Hungary Zrt.
36,75% + 1 (indirect)
The vertically integrated satellite portfolio of 4iG Ür 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 Ür 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, THOLUS Védelmi 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).
2.3.4.2. Presentation 4iG Group
A detailed presentation of the 4iG Group companies is set out in Annex 7 to this Bid.
2.3.4.3. Presentation of CSG DEFENCE a.s.
The sole shareholder of CSG DEFENCE a.s. is CZECHOSLOVAK GROUP a.s. (registered seat: U Rustonky 714/1, Karlin, 186 00 Prague 8, Czech Republic; company registration number: 034 72 302; place of registration: Municipal Court in Prague).
| Shareholder | Number of shares | Vote | Ownership Interest |
|---|---|---|---|
| CZECHOSLOVAK GROUP a.s. | 20 | 100 | 100% |
| Total: | 20 | 100 | 100,00% |
2.3.4.4. Presentation of CSG Group.
CSG DEFENCE a.s. is a company within the CSG Group. CSG Group is a global industrial and technology group, whose ultimate owner 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, aerospace, automotive, and other industries.
CSG Group has a global presence: its key manufacturing facilities are located in the United States, the United Kingdom, Spain, Italy, Germany, the Czech Republic, Slovakia, Serbia, Greece, and
India, and its products are exported worldwide. CSG Group continuously strengthens its companies and expands its scope of activities through ongoing investments.
CSG Group employs more than 14,000 people and achieved revenues of EUR 5.2 billion in 2024 (of which EUR 4 billion is consolidated). According to the ranking of the Stockholm International Peace Research Institute (SIPRI), this places CSG Group among the world's 100 largest defence companies.
CSG’s key subsidiaries include:
(i) EXCALIBUR ARMY (Czech manufacturer of land military vehicles),
(ii) TATRA TRUCKS (globally recognized heavy-duty truck manufacturer based in Kopřivnice),
(iii) MSM GROUP (Slovak defence holding company incorporating manufacturers of artillery and tank ammunition and related defence equipment such as ZVS holding, a.s., VOP Nováky, a.s., VÝVOJ Martin, a.s., and FABRICA DE MUNICIONES DE GRANADA S.L.),
(iv) The Kinetic Group (U.S. defence holding company incorporating manufacturers of ammunition solutions, including small-caliber ammunition and related products),
(v) ELDIS Pardubice (Czech radar manufacturer).
A detailed presentation of the CSG Group companies is set out in Annex 8 to this Bid.
TATRA TRUCKS is a key company within the CSG Defence Systems division of the CSG Group and one of the world’s oldest manufacturers of commercial vehicles. The company is globally renowned for its heavy-duty trucks designed for extreme off-road conditions. In 2024, it sold 1,548 vehicles, a significant portion of which were delivered to defence industry clients. TATRA continuously develops its product portfolio – including the latest Force and Phoenix series – and plays a key role in the development, production, modernization, and lifecycle support of wheeled armoured vehicles. Further information is available on the CSG Group website: https://czechoslovakgroup.com/en
2.4 The extent of Influence of the Persons Acting in Concert in the Target Company
2.4.1 At the date of this Bid, the Offeror has 74.34% direct ownership interest (and, taking into account the treasury shares held by the Target Company, 75.01% of the voting rights) in the Target Company, which was acquired as a result of the transaction described in Section 2.4.4 below. At the date of this Bid no Persons Acting in Concert other than the Offeror holds any direct influence in the Target Company.
2.4.2 At the date of this Bid, 4iG Ür és Védelmi Zrt., as the sole shareholder of the Offeror, has 74.34% indirect ownership and control in the Target Company, having in regard that pursuant to Point 84 of Section 5 of the Capital Market Act (Tpt.), the extent of such indirect ownership and control is determined by multiplying the share or voting right held in the intermediary company by the share or voting right - whichever is greater - held by the intermediary company in the Target Company. If the share or voting right in the intermediary company is higher than fifty per cent, it shall be treated as a whole, and as such, the ownership and control of the Offeror in the Target Company shall be taken into account as 4iG Ür és Védelmi Zrt.’s ownership and control.
2.4.3 The Offeror made a mandatory public takeover bid for the Shares under Section 68 (1) of the Capital Market Act (Tpt.) on 23 September 2025, which was approved by the Supervisory Authority by its Decision No. H-KE-III-635/2025 dated 23 September 2025.
2.4.4 The acquisition of the 74.34% interest in the Target Company by the Offeror, as described in Section 2.4.1, has taken place on the basis of the agreements presented below and through the following transaction steps:
2.4.4.1 Based on the share purchase agreement with N7 Holding National Defence Industrial Innovation Private Limited Company (registered seat: 1133 Budapest, Pozsonyi út 56.; company registration number: 01-10-141325; tax number: 29219317-2-51) concluded on 7 September 2025, the Offeror acquired 7,321,140 Shares, representing a 54.34% stake in the Target Company’s share capital and 54.83% of the voting rights², on 5 January 2026³.
2.4.4.2 Based on the share purchase agreement with the Széchenyi István University Foundation (registered seat: 9026 Győr, Egyetem tér 1.; registration number: 08-01-0051446; tax number: 19251620-1-08) concluded on 7 September 2025, the Offeror acquired 2,694,689 Shares, representing a 20.00% stake in the Target Company’s share capital and 20.18% of the voting rights⁴, on 5 January 2026⁵.
² Taking into account the 120,681 treasury shares held by the Target Company, based on the information published by the Target Company on 27 February 2026, in respect of which no voting rights may be exercised pursuant to the provisions of the Civil Code.
³ https://bet.hu/site/newkib/hu/2026.01./A_4iG_Nyrt._rendkivuli_tajekoztatasa_a_Raba_Nyrt._74_34_os_reszvenycsomagjanak_megszerzeserol_es_a_savatiepesrol_129378100
⁴ Taking into account the 120,681 treasury shares held by the Target Company, based on the information published by the Target Company on 2 February 2026, in respect of which no voting rights may be exercised pursuant to the provisions of the Civil Code.
⁵ https://bet.hu/site/newkib/hu/2026.01./A_4iG_Nyrt._rendkivuli_tajekoztatasa_a_Raba_Nyrt._74_34_os_reszvenycsomagjanak_megszerzeserol_es_a_savatiepesrol_1293781000
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2.4.5 4IG ÚR ÉS VÉDELMI ZRT. AND CSG DEFENCE A.S. TERMINATED THE OPTION AGREEMENT BETWEEN THEM ON 02 March 2026 AND 4IG ÚR ÉS VÉDELMI ZRT., AS SELLER, AND CSG DEFENCE A.S., AS PURCHASER, ENTERED INTO ON 02 MARCH 2026 THE 4IG SDT SHARE PURCHASE AGREEMENT REGARDING THE TRANSFER OF 980 ORDINARY SHARES, EACH WITH A NOMINAL VALUE OF HUF 5,000, REPRESENTING 49% OF THE OFFEROR'S REGISTERED CAPITAL.
THE CLOSING OF THE 4IG SDT SHARE PURCHASE AGREEMENT, AMONG OTHERS, WILL DEPEND ON THE FOLLOWING KEY CONDITION PRECEDENTS:
a) THE OFFER PERIOD HAS COMMENCED AND ELAPSED;
b) APPROVAL OF THE TRANSACTION SET OUT BY THE 4IG SDT SHARE PURCHASE AGREEMENT BY THE RELEVANT MERGER AUTHORITIES ACTING AS A MERGER CONTROL AUTHORITIES;
c) CERTAIN BANK APPROVAL HAS BEEN PROVIDED TO THE TRANSACTION.
AS A RESULT OF THIS TRANSACTION, CSG DEFENCE A.S. WILL ACQUIRE A 36.75% INDIRECT INTEREST, RESULTING IN AN INDIRECT OWNERSHIP OF 36.43%, IN THE TARGET COMPANY, WHILST IT WILL NOT RESULT A CHANGE OFFEROR'S CURRENT DIRECT OWNERHSIP INTEREST IN THE TARGET COMPANY.
2.4.6 From the date of submission of the Bid to the Supervisory Authority for approval until the Closing Date, neither the Offeror nor the Persons Acting in Concert or their Affiliates may enter into any transaction concerning the transfer, disposal or encumbrance of the Shares concerned by the Bid, other than the Share Purchase Agreements concluded within the framework of the Bid.
2.5 The Agent
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, in accordance with Section 70 (7) of the Capital Market Act (Tpt.), the Agent shall not enter into proprietary transactions in respect of the Shares concerned by this Bid, other than the Share Purchase Agreements concluded within the framework of the Bid.
- THE OFFER PRICE
3.1 Amount of the Offer Price
The Offer Price offered by the Offeror for the Shares is HUF 3,425.0035 per Share, i.e. three thousand four hundred twenty-five and thirty-five ten-thousandths forints, which constitutes the minimum price calculated on the basis of the mandatory provisions of Section 72 of the Capital
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Market Act (Tpt.), namely in this case HUF 3,425.0035, i.e. three thousand four hundred twenty-five and thirty-five ten-thousandths forints, being, pursuant to Section 72 (1) a) aa)) of Tpt. an amount equal to the 180-day (one hundred and eighty) volume-weighted average stock price prior to the submission of the takeover bid to the Supervisory Authority. 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
3.2.1 The Offer Price has been determined by the Offeror in accordance with Section 72 (1) of the Capital Market Act (Tpt.), taking into account the data and considerations set out below. As the Shares are securities admitted to a regulated market, the Offer Price must reach the highest of the following amounts:
(i) The volume-weighted stock exchange average price of the shares of the Target Company for the 180 (one hundred and eighty) days preceding submission of the Bid to the Supervisory Authority (Tpt. 72 § (1) a) aa))
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 3,425.0035, i.e. three thousand four hundred twenty-five and thirty-five ten-thousandths forints, evidence of which has been submitted to the Supervisory Authority by way of the certificate issued by the Budapest Stock Exchange on 02 March 2026.
(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 3,231.7453, i.e. three thousand two hundred thirty-one and seven thousand four hundred fifty-three ten-thousandths forints, evidence of which has been submitted to the Supervisory Authority by way of the certificate issued by the Budapest Stock Exchange on 02 March 2026.
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(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.
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3.2.2 OF THE AMOUNTS DETERMINED PURSUANT TO SECTION 3.2.1 ABOVE, THE HIGHEST AMOUNT WAS—PURSUANT TO SECTION 72 (1) a) aa) OF THE CAPITAL MARKET ACT (TPT.), I.E., THE 180-DAY VOLUME-WEIGHTED AVERAGE STOCK PRICE PRIOR TO THE SUBMISSION OF THE TAKEOVER BID TO THE SUPERVISORY AUTHORITY —WAS 3,425.0035 HUF, I.E., THREE THOUSAND FOUR HUNDRED TWENTY-FIVE AND THIRTY-FIVE TEN-THOUSANDTHS FORINTS. THE OFFER PRICE HAS BEEN DETERMINED AT THIS AMOUNT; THE OFFER PRICE IS 3,425.0035 HUF, I.E., THREE THOUSAND FOUR HUNDRED TWENTY-FIVE AND THIRTY-FIVE TEN-THOUSANDTHS FORINTS.
3.3 The Method and Deadline of the Settlement of the Offer Price, the Legal Consequences of Late Settlement
3.3.1 The Offeror shall pay to the Shareholders who validly accept the Bid the purchase price amount constituted by the product of the Offer Price and the quantity of Shares sold by the Accepting Shareholder in the Acceptance Declaration in full in cash (exclusively in Hungarian forints) by bank transfer within five (5) working days following the Closing Date to the bank account or client account held with a Hungarian account-keeping institution as specified in the Acceptance Declaration. If, on the basis of the data provided by the Accepting Shareholder in the Acceptance Declaration, payment of the consideration for the Shares by transfer is not possible for the Agent—for example, the Accepting Shareholder has provided an incorrect or incomplete bank account number—then the Agent shall record the amount payable as consideration for the Shares on the “Acquisition Settlement Technical Account” cash account for the benefit of the Accepting Shareholder. The costs of the Agent relating to the execution of transfers shall not be borne by the Accepting Shareholder; however, the costs and fees of the receiving financial institution shall be borne by the Accepting Shareholder.
3.3.2 The Offer Price is HUF 3,425.0035 per Share, i.e. three thousand four hundred twenty-five and thirty-five ten-thousandths forints, payable in full in cash (in Hungarian forints). The Offeror has secured the consideration for the Shares in the amount of HUF 12,250,000,000, i.e. twelve billion two hundred and fifty million Hungarian forints, in cash, which amount may be used in full to pay the consideration for the Shares. Following the closing of the public takeover, the Offeror and CSG DEFENCE a.s. shall settle with each other the costs incurred in connection with the making and fulfillment of the public tender offer in accordance with the 51% - 49% shareholder ratio specified in the 4IG SDT Share Purchase Agreement. Pursuant to Section 69(8)(b) of the Tpt., the Offeror has submitted a certificate to the Supervisory Authority confirming that the Offeror has deposited the financial coverage with the Agent. The financial coverage for the Offer fully complies with the requirements of Section 69(7)(a) of the Capital Market Act. The certificate of availability of funds shall be submitted to the Supervisory Authority together with the application for approval of this Offer.
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3.3.3 The Offeror draws the attention of the Shareholders to the fact that the Offeror is obliged to settle the Offer Price—exclusively by bank transfer—within 5 (five) working days following the Closing Date of the period open for acceptance of the Bid, to the bank account or client account held with a Hungarian account-keeping institution specified in the Acceptance Declaration. With regard to the merger to be realized through the acquisition of influence in the Target Company, a merger notification will be submitted by the Offeror to the Relevant Merger Authorities. The issuance of merger authority approvals is a condition for the execution of the Share Purchase Agreement. If the Closing Date precedes the date of the merger authority approvals, the Offeror shall be obligated to pay the full value of the shares within 5 (five) business days of the date of the last merger authority approvals. If payment of the Offer Price is made after the above date, the Offeror shall pay default interest under the Civil Code (Ptk.) on the portion of the Offer Price not yet settled. Neither the Offeror nor the Agent shall be liable for any delay relating to the bank transfer arising after the placement of the bank transfer order.
3.3.4 If the payment of the Offer Price does not occur within 30 days after the expiry of the deadline specified in section 3.3.3 at the latest, the Accepting Shareholder may withdraw from the Share Purchase Agreement in writing. The withdrawal becomes effective against the Offeror when the Settlement Agent receives the Accepting Shareholder's written notification regarding the exercise of his right of withdrawal.
3.3.5 In case the Accepting Shareholder exercises 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.
- DEADLINE OPEN FOR ACCEPTANCE OF THE BID
THE PERIOD OPEN FOR THE ACCEPTANCE OF THE BID (THE "BID PERIOD") SHALL COMMENCE ON THE COMMENCEMENT DATE AT 9:00 A.M. AND SHALL LAST UNTIL 12:00 NOON ON THE CLOSING DATE. THE COMMENCEMENT DATE OF THE BID PERIOD SHALL BE [] [] 2026, AND THE CLOSING DATE SHALL BE THE 35TH (THIRTY-FIFTH) DAY FOLLOWING THE COMMENCEMENT DATE, OR, IF SUCH DAY DOES NOT FALL ON A WORKING DAY, THE FIRST WORKING DAY THEREAFTER, I.E. []. DAY [] MONTH 2026.
- THE ACCEPTANCE DECLARATION, THE PLACE AND METHOD OF ITS SUBMISSION
5.1 Acceptance of the Bid shall only be deemed valid if:
i) the number of Shares indicated in the Acceptance Declaration is actually credited during the Offer Period to the account number 0074000036 named "Principal's Deposit
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Acquisition", maintained with KELER Zrt. in the name of the Agent, and the Share(s) remain on such account until the closing of the takeover bid procedure; and
ii) the Accepting Shareholder delivers to one of the Places of Acceptance no later than 12:00 noon on the Closing Date two original signed copies of the Acceptance Declaration, attached as Annex 1 to the Bid, duly completed with the information to be provided as required under the Acceptance Declaration and the Completion Guide, together with the required annexes.
5.2 The Offeror draws the attention of the Shareholders to the fact that the validity of the Acceptance Declaration is conditional upon the actual crediting of the number of Shares indicated in the Acceptance Declaration to the account number 0074000036 named "Principal's Deposit Acquisition", maintained with KELER Zrt. Shareholders are requested to indicate this account number of the Agent in the transfer instruction and, in the remarks section, to indicate the customer or securities account number from which the transfer was initiated, as well as their tax identification number (or tax number)).
5.3 The Acceptance Declaration must be completed legibly in accordance with the Completion Guide and submitted at one of the Places of Acceptance together with the annexes to be attached as required under the Acceptance Declaration and the Completion Guide. The Acceptance Declaration, together with the Completion Guide, may be downloaded from the websites of the Publication Places or obtained by Shareholders at the Places of Acceptance.
5.4 Methods of submitting the Acceptance Declaration in relation to the Bid:
5.4.1 Personal submission
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.
5.4.2 Personal submission by proxy
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.
5.4.3 Places of Acceptance
The addresses of the Places of Acceptance are 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 Agent, which are open to client traffic (from the Commencement Date, i.e. [] 2026, until the Closing Date, i.e. [] 2026, inclusive of both days) during the business hours specified in Annex 4 to the Bid, and until 12:00 noon on the Closing Date.
5.5 It is the decision and risk of the Accepting Shareholder which method of submission of the Acceptance Declaration and its annexes to any of the Places of Acceptance he/she/it chooses; however, the Bid shall only be deemed delivered upon the actual receipt thereof within the deadline. For the purpose of receipt, the Agent’s statement shall be deemed conclusive unless proven otherwise. The Offeror draws Shareholders’ attention to the fact that responsibility for the submission and/or delivery of the Acceptance Declaration by Proxy lies with the party entitled to the Acceptance Declaration, i.e. the Accepting Shareholder.
5.6 The Accepting Shareholder cannot withdraw his/her/its Acceptance Declaration.
5.7 The costs and fees arising in connection with the acceptance of the Bid at the account-holding credit institution or investment service provider of the Accepting Shareholder shall be borne by the Accepting Shareholder.
5.8 If the Acceptance Declaration is signed on behalf of a non-natural person Accepting Shareholder, the Acceptance Declaration must be signed in accordance with the company’s signing authority rules, the name(s) of the signing representative(s) must be provided, and a document evidencing the legal capacity of the represented entity as well as the representative(s)’ right of representation (a copy of an extract from the company register not older than 30 (thirty) days) must be attached, and – if required under the rules of the jurisdiction of registration of the given person – also a copy of the specimen signature(s) / signature sample(s) of the representatives.
5.9 In the case of acting by Proxy, in addition to the documents specified above, the Proxy must also submit the power of attorney in Hungarian, or, in the case of a power of attorney prepared in a foreign language, its certified translation. (The Offeror recommends to the Shareholders that, if they intend to grant their Proxy a power of attorney in the form of a private deed of full probative force, they use the recommended form of Power of Attorney attached as Annex 3 to the Bid. Use of the template is not mandatory, but the power of attorney must contain the identifying data and declarations requested therein). In the case of a document issued in Hungary, the Proxy may act on the basis of a private deed of full probative force (signed and certified by two witnesses) or on the basis of a notarial deed.
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5.10 A power of attorney and/or Acceptance Declaration executed abroad must be legalised by the competent Hungarian diplomatic or consular authority (embassy or consulate) at the place of execution, or documents signed before a foreign notary must be affixed with a legalisation clause (so-called Apostille) certifying the notary’s authority, in accordance with the provisions of the Hague Convention. Under bilateral treaties concluded by Hungary with certain states, such states do not require legalisation or superlegalisation, nor the application of the Hague Convention, but only notarial attestation of signature in respect of powers of attorney and/or Acceptance Declarations executed abroad. The Accepting Shareholder must provide sufficient evidence at the time of execution of the power of attorney and/or Acceptance Declaration if relying on such treaty exemption. The Ministry of Justice provides information on the relevant treaty states. The same rules shall apply to any other declarations executed abroad that may be required.
5.11 The validity of the acceptance of the Bid shall be examined by the Agent on behalf of the Offeror. If the acceptance of the Bid does not comply with the conditions set out in this Section 5, the acceptance shall be invalid, the declaration shall not be capable of producing the intended legal effect, and the intended sale and purchase shall not take place. In such case, the Agent shall ensure that the Shares are retransferred within 5 (five) business days following the Closing Date to the securities account of the relevant Accepting Shareholder specified in Section 6 of the Acceptance Declaration or to the securities account from which the Share(s) were transferred to the securities account of the Agent maintained with KELER Zrt. For the purpose of enabling any later retransfer, the Shareholder must maintain the securities account until the closing of the takeover bid procedure. In case of termination of the securities account, the Shareholder must open a new securities account and notify the Agent thereof without delay. The Agent shall not be liable for any loss arising from the breach of these obligations.
5.12 The validity of the Bid and the acquisition of title to the Shares by the Offeror shall not be affected if the acceptance documentation submitted is incomplete solely because the Accepting Shareholder provided incorrect or unsuitable account details in the Acceptance Declaration for payment of the Offer Price. In such case, the consideration due to the Accepting Shareholder which could not be paid due to the above shall be credited to the settlement account maintained by the Agent within 6 (six) banking days following the conclusion of the Share Purchase Agreement, until the relevant Accepting Shareholder supplements or corrects, by written declaration to the Agent, the missing or incorrect information required for payment of the consideration. Once such declaration has been made, the Agent shall arrange payment of the consideration to the account number indicated therein within 5 (five) banking days. Neither the Offeror nor the Agent shall send separate notice to the Accepting Shareholder regarding deficiencies or errors in the bank account details indicated for payment of the Offer Price, or regarding failed payments for such reasons. The Agent shall be entitled, as set out above, to accept the declaration and deem it valid even if the account number for payment of the Offer Price is missing or incorrect. Neither the Offeror nor the Agent shall pay interest, nor shall the Offeror be deemed in delay under Section 74 (8) of the Capital Market Act (Tpt.) if payment of the consideration is not possible due to missing or incorrect information provided in the Acceptance Declaration.
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5.13 The Acceptance Declaration, together with the necessary annexes, may be submitted in person at the designated branches of the Agent during normal business hours and until 12:00 noon on the Closing Date.
5.14 The addresses of the Places of Acceptance and the business hours are set out in Annex 4 to this Bid.
5.15 If, for any reason, the Bid is terminated, or if acceptance of the Bid is invalid for any reason, or if the Accepting Shareholder has exercised the right of withdrawal provided above, the Agent shall ensure that the Shares are retransferred to the securities account of the Accepting Shareholder following such time or following receipt by the Agent of the withdrawal declaration. If, at the time of retransfer, the Accepting Shareholder does not have a securities account, the Shares shall be placed in securities account number 0074000035. The Agent shall initiate the transfer of the Share(s) within 6 (six) banking days from receipt of the Accepting Shareholder’s written notice containing the data necessary for the retransfer to a new securities account.
5.16 The Offeror draws the attention of Hungarian resident individual Shareholders who do not yet have a tax identification number that such must be obtained prior to acceptance of the Offer, since the provision of the tax identification number of the Accepting Shareholder is mandatory in the Acceptance Declaration, and acceptance of the Bid shall be invalid without it. A tax identification number may be applied for in person at the competent local tax authority. In Hungary, the tax authority is expected to issue confirmation of the tax identification number within 15 (fifteen) days, on the basis of which the relevant part of the Acceptance Declaration can be completed.
5.17 Transfer of shares
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.
In the transfer order, please indicate the Agent’s account No. 0074000035 named “Principal’s Deposit Acquisition” held at KELER Zrt., and furthermore, in the reference field, please indicate your own client and securities account number (from which the transfer was initiated), as well as your tax identification number/tax number.
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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.
CERTAIN ADDITIONAL DECLARATIONS OF THE ACCEPTING SHAREHOLDER
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.
6.2 By signing the Acceptance Declaration, the Accepting Shareholder represents and warrants that on the date of signing the Acceptance Declaration and on the Closing Date:
6.2.1 if not a natural person, then a legal entity or a business association without legal personality or other organisation which, under the laws of its place of incorporation, is duly incorporated and validly existing, and whose acting representative has the authority required to sign the Acceptance Declaration and to perform the obligations set forth therein, as well as the necessary authorisations to sign and perform the Acceptance Declaration (if the Accepting Shareholder is not a natural person);
6.2.2 the Acceptance Declaration, signed personally by the Accepting Shareholder or in accordance with the rules of representation, or by a Proxy holding a Power of Attorney, constitutes a lawful, valid and binding obligation;
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6.2.3 the Shares offered for sale are the lawful property of the Accepting Shareholder, free from encumbrances and transfer restrictions, and the Accepting Shareholder is entitled to sell and transfer them free and clear of any litigation, encumbrance, claim, demand, pre-emption right and any rights of third parties;
6.2.4 the signing of the Acceptance Declaration and the performance of the obligations arising from acceptance of the Bid do not infringe the law applicable to the Accepting Shareholder or to the Offeror, and the Accepting Shareholder's obtaining of knowledge of the Bid did not infringe the rules of the law applicable to it or to the Offeror
6.2.5 all data and information provided by the Accepting Shareholder in the Acceptance Declaration are accurate, complete and true, and the Accepting Shareholder undertakes to notify the Agent without delay of any change therein until the closing of the takeover bid procedure;
6.2.6 the Bid has been irrevocably accepted in respect of the number of Shares specified in the Acceptance Declaration. The Accepting Shareholder acknowledges that in the event that the number of properly identified Shares actually transferred to the Agent's account No. 0074000035 named "Principal's Deposit Acquisition" held at KELER Zrt. differs from the number of Shares indicated in the Acceptance Declaration, the acceptance of the Bid shall be valid in respect of the lesser of the number of Shares specified in the Acceptance Declaration or the number of Shares actually transferred to the Agent's account No. 0074000035 named "Principal's Deposit Acquisition" held at KELER Zrt.;
6.2.7 the Shares shall be sold together with all rights attaching to the Shares on the Closing Date or thereafter, including, without limitation, voting rights and the right to any dividend payable in respect of the Shares after the Closing Date;
6.2.8 upon valid conclusion of the Share Purchase Agreement and following its entry into force and payment of the price of the Shares, the Offeror shall be entitled to have its title to the Shares entered without restriction in the share register of the Target Company.
6.3 By signing the Acceptance Declaration attached as Annex 1 to this Bid, the Accepting Shareholder irrevocably consents to the offered Shares being recorded by the Agent on a securities account and to the Agent processing the personal data contained in the Acceptance Declaration of the Accepting Shareholder and forwarding them to the Offeror.
- CONCLUSION OF THE SHARE PURCHASE AGREEMENT
7.1 Between the Offeror and the Accepting Shareholder, with the content as set out in this Bid, the Share Purchase Agreement is concluded and becomes effective on the Effective Date in case of submission of a valid Acceptance Declaration, except if it terminates pursuant to Section 8.2 of this Bid.
7.2 The Shareholder acknowledges that if by 12:00 hours on the Closing Day of the Bid exclusively the Acceptance Declaration, or exclusively the transferred Shares are at the disposal of the Offeror or the Agent respectively, the acceptance of the Bid is not valid.
7.3 The Offeror and the Agent shall notify the Supervisory Authority of the result of the Bid within 2 (two) calendar days following the Closing Date and simultaneously publish it in accordance with the rules on publication of the Bid.
8. TERMINATION OF THE BID AND THE SHARE PURCHASE AGREEMENT
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.
8.2 With respect to an Accepting Shareholder, a Share Purchase Agreement already concluded shall terminate if the Accepting Shareholder exercises the right of withdrawal under Section 74 (8) of the Capital Market Act, as referred to in Section 3.3.4 of this Bid, and the Agent has received the corresponding written shareholder declaration.
8.3 With regard to Section 74 (5) of the Capital Market Act (Tpt.), the Share Purchase Agreements are not concluded if the Relevant Merger Authorities do not grant its approval, irrespective to whether legal remedies are available against such decision.
8.4 If, this Bid:
(i) pursuant to Section 8.1, this Bid and the Acceptance Declarations lapse; or
(ii) pursuant to Section 8.2, Share Purchase Agreements already concluded are terminated, or
(iii) pursuant to Section 8.3 the Share Purchase Agreement are not concluded.
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 Accepting Shareholder in its Acceptance Declaration within 5 (five) working days following the date of lapse and/or termination.
9 THE PLACE OF PUBLICATION OF ANNOUNCEMENTS RELATING TO THE BID
Announcements relating to the Bid shall be published at the following Places of Publication:
(i) the website of 4iG Nyrt. (https://www.4ig.hu/nyito);
(ii) the website of the Target Company (https://raba.hu/);
(iii) the website of the Budapest Stock Exchange (www.bet.hu);
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(iv) the website of the Agent (https://www.mbhbefektetestibank.hu/); and
(v) the publication system operated by the Magyar Nemzeti Bank (https://kozzetetelek.mnb.hu/).
10. PURCHASE AND SALE RIGHTS
10.1 The Offeror declares that if, within 3 months following completion of the successful Bid, it holds influence in the Target Company reaching or exceeding ninety (90) per cent and the Offeror demonstrates that it has sufficient funds to pay the consideration for the Shares subject to the call option, the Offeror intends to reserve the right, at its discretion, to exercise a call option in respect of the Shares not acquired by it (squeeze-out), pursuant to Section 76/D (1) of the Capital Market Act (Tpt.).
10.2 Notwithstanding the above, in accordance with Section 76/D (6) of the Capital Market Act, if upon completion of the Bid the Offeror's influence reaches ninety (90) per cent, the Offeror shall, at the written request of the remaining Shareholders – who did not submit an Acceptance Declaration during the Bid Period – made within 90 days of the publication of the acquisition of ninety (90) per cent control, be obliged to purchase their Shares as well.
10.3 The consideration for the Shares in case of exercise of sale and purchase rights is also the higher amount between the Offer Price and the value of equity per Share of the Target Company. As equity, the value shown in the Target Company's latest annual report certified by an auditor must be taken into account pursuant to Section 76/D (4) of the Capital Market Act (Tpt.).
11. THE BUSINESS PLAN OF THE TARGET COMPANY AND PLACE OF ACCESS TO THE REPORT ON THE ACTIVITIES OF THE OFFEROR
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 Places of Acceptance during the business hours specified in Annex 4 to this Bid.
12 DESCRIPTION OF THE OFFEROR'S RELATIONSHIP WITH THE TARGET COMPANY
At the date of this Bid, the Offeror holds a 74.34% ownership interest in the Target Company, which was acquired as a result of the transaction described in Section 2.4.4 above. At the date of this Bid no Person Acting in Concert other than the Offeror holds any direct in the Target Company.
At the date of this Bid, 4iG Úr és Védelmi Zrt., as the sole shareholder of the Offeror, has 74.34% indirect ownership and control in the Target Company, having in regard that pursuant to Point 84 of Section 5 of the Capital Market Act (Tpt.) the extent of indirect ownership and indirect control is determined by multiplying the share or voting right held in the intermediary company by the share or voting right - whichever is greater - held by the intermediary company in the Target Company. If the share or voting right in the intermediary company is higher than fifty per cent, it shall be treated as a whole, and as such, the ownership and control of the Offeror in the Target
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Company shall be taken into account as 4iG Ür és Védelmi Zrt.'s 74.34% indirect ownership and control.
13 PROBABLE CONSEQUENCES RELATING TO EMPLOYMENT
The Offeror is currently not aware of any circumstances that would justify a significant reduction in headcount and intends to retain the existing management and key personnel possessing a high level of professional expertise. In the long term, an increase in the number of employees may become necessary in order to ensure the successful implementation of the business objectives. The Offeror further intends to support and facilitate the provision of specialised professional training for both the existing workforce and newly hired employees.
14 APPLICATION OF BREAKTHROUGH RULES
The rules of breakthrough set out in Sections 76/A-76/C of the Capital Market Act are not applicable to the present Bid, given that the Articles of Association of the Target Company do not contain any relevant provisions.
15 TAXATION ISSUES
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.
15.1 The following summary has been prepared on the basis of Hungarian tax legislation in force on the date of this Bid. Should the applicable legislation change (including with retroactive effect), certain tax consequences for Shareholders may differ from those set out below. The tax consequences relating to acceptance of the Bid may also differ depending on the provisions of any applicable double taxation treaties and on the individual circumstances of the Shareholder.
15.2 The following summary does not replace professional advice. It is the decision and responsibility of the Accepting Shareholder whether to seek personal financial, legal and tax advice.
15.3 Tax issues where the Accepting Shareholder is a Hungarian tax resident individual
15.3.1 The Hungarian personal income tax consequences may vary depending on the type of income realised by the individual. Income from the Shares may generally be:
(i) income from controlled capital market transactions;
(ii) income from capital gains;
(iii) income from a long-term investment; or
(iv) income credited to a pension savings account.
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15.3.2 In connection with the Bid, the tax liabilities of a Hungarian tax resident individual Shareholder shall generally be determined in accordance with the rules applicable to controlled capital market transactions (provided that the Shares are not held on a long-term investment account or pension savings account and no special circumstances apply). It is possible that income from the sale of different Shares held by one Accepting Shareholder may be subject to different income tax rules.
15.3.3 If the Accepting Shareholder does not declare the NYESZ or TBSZ status of the securities account or certification from the securities account manager supporting this does not arrive at the Acceptance Place by the Closing Day of the bid, the Settlement Agent considers the income from the payment of the Offer Price as income from controlled capital market transactions.
15.3.4 If the Accepting Shareholder does not provide its tax identification number, the Agent may reject the Acceptance Declaration, or, if accepted, payment of the Offer Price must be withheld until the tax identification number is provided, pursuant to Section 34(2) of Act CL of 2017 on the Rules of Taxation.
15.3.5 Income from controlled capital market transactions:
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
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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.
15.3.6 Income from capital gains:
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 be transferred 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.
15.4 Tax issues if the Acquiring Shareholder is a Hungarian tax resident but not a private individual
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.
15.5 Tax issues if the Accepting Shareholder is not a Hungarian tax resident private individual
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.
15.6 Tax issues if the Accepting Shareholder is not a Hungarian tax resident and is not a private individual
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.
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APPLICABLE LAW
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.
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JURISDICTION
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 the Code of Civil Procedure (Pp.).
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18 LIABILITY OF THE TENDERER
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.
Shareholders are informed 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.
19 OTHER MATERIAL CIRCUMSTANCES AFFECTING 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.
19.1 The option agreement and the share purchase agreement concluded between CSG DEFENCE a.s. and 4iG Úr és Védelmi Zrt.
On 7 September 2025, an option agreement ("Option Agreement") was concluded between 4iG Úr és Védelmi Zrt. and CSG DEFENCE a.s. in respect of 980 ordinary shares with a nominal value of HUF 5,000 each, representing 49% of the registered capital of the Offeror (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 Úr 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.
4iG ÚR ÉS VÉDELMI ZRT. AND CSG DEFENCE A.S. TERMINATED THE OPTION AGREEMENT BETWEEN THEM ON 02 MARCH 2026 AND 4iG ÚR ÉS VÉDELMI ZRT., AS SELLER, AND CSG DEFENCE A.S., AS PURCHASER, ENTERED INTO ON 02 MARCH 2026 THE 4iG SDT SHARE PURCHASE AGREEMENT REGARDING THE TRANSFER OF 980 ORDINARY SHARES, EACH WITH A NOMINAL VALUE OF HUF 5,000, REPRESENTING 49% OF THE OFFEROR'S REGISTERED CAPITAL.
THE CLOSING OF THE 4IG SDT SHARE PURCHASE AGREEMENT, AMONG OTHERS, WILL DEPEND ON THE FOLLOWING KEY CONDITION PRECEDENTS:
a) THE OFFER PERIOD HAS COMMENCED AND ELAPSED;
b) APPROVAL OF THE TRANSACTION SET OUT BY THE 4IG SDT SHARE PURCHASE AGREEMENT BY GERMAN FEDERAL CARTEL OFFICE AND THE AUSTRIAN FEDERAL COMPETITION AUTHORITY ACTING AS A MERGER CONTROL AUTHORITIES;
c) CERTAIN BANK APPROVAL HAS BEEN PROVIDED TO THE TRANSACTION.
AS A RESULT OF THE 4IG SDT SHARE PURCHASE AGREEMENT, UPON ITS COMPLETION, CSG DEFENCE A.S. WILL ACQUIRE 49% DIRECT INTEREST IN THE OFFEROR, AND CONSEQUENTLY 36.75% INDIRECT INTEREST, RESULTING IN AN INDIRECT OWNERSHIP INTEREST OF 36.43%, IN THE TARGET COMPANY. IN CASE THE 4IG SDT SHARE PURCHASE AGREEMENT ABORTS, 4IG ÜR ÉS VÉDELMI ZRT. WILL REMAIN THE 100% SOLE SHAREHOLDER OF THE OFFEROR.
19.2 Shareholders’ Agreement
19.2.1
The Shareholders’ Agreement will be attached in agreed form to the 4IG SDT Share Purchase Agreement upon its signing, which shall be executed by the parties concerned, at a later stage, upon the closing of the 4IG SDT Share Purchase Agreement.
19.2.2
The Shareholders’ Agreement intends to regulate the ownership, management and operation of the Company and its direct and indirect subsidiaries, and certain rights and obligations relating to the shares of the Company.
19.2.3
The Offeror shall primarily serve holding purposes over the Target Company and the Target Company’s subsidiaries. The Offeror shall maintain its ownership over the Target Company and the Target Company’s subsidiaries at least with the same shareholding and voting right ratio, excluding voting right changes due to treasury share purchase the Target Company, as applicable on the signing date of the Shareholders’ Agreement.
19.2.4
Governance of the Offeror after the closing of the 4IG DST Share Purchase Agreement
19.2.4.1
Offeror Board of Directors (the “Offeror Board”): (A) The Offeror Board shall consist of five (5) members of whom three (3) persons shall be the delegate of 4IG Ür és Védelmi Zrt. and two (2) persons shall be the delegate of the CSG Defense a.s. (B) The quorum for Offeror Board meetings shall be a simple majority (50 + 1%) of all Offeror Board members then in office, provided that the chairman shall have to be present at all times. (C) Offeror Board resolutions shall be adopted by the majority of the Offeror Board members. The chairman shall have a casting vote in the event of a tie. (D) If the Offeror Board adopts a decision regarding an Offeror Board reserved matter in spite of the “no” votes of both Offeror Board members nominated by CSG Defense a.s., then deadlock (the “Deadlock”) shall apply.
19.2.4.2 Offeror Shareholders' Meeting (the "Offeror Shareholders' Meeting"): (A) A quorum in a given matter at an Offeror Shareholders' Meeting shall exist if such majority of shares are duly represented at such meeting as necessary to validly render a decision in the relevant matter under the Civil Code, and under the Shareholders' Agreement. If no quorum is reached on the repeated (new) Offeror Shareholders' Meeting, then Deadlock shall apply. (B) Decisions may be taken by the Offeror Shareholders' Meeting either with simple majority (50 + 1%), or with respect to shareholders' reserved matters by a 75% majority of all votes or unanimous vote (as the case may be). If the Offeror Shareholders' Meeting cannot pass a resolution in a shareholders' reserved matter due to the 4iG Úr és Védelmi Zrt. and CSG Defense a.s. voting differently, then Deadlock shall be applicable.
19.2.5 Governance of the Target Company after the closing of the 4iG DST Share Purchase Agreement
19.2.5.1 Target Company Board of Directors (the "Target Company Board"): (A) Within 40 (forty) days as of the closing of 4iG SDT Share Purchase Agreement, an extraordinary shareholders' meeting shall be held for the purpose to procure that the composition of the Target Company Board and the Target Company Supervisory Board is changed. (B) The initial Target Company Board shall comprise of ten (10) persons in total (the "Initial Target Company Board") of whom five (5) are the delegates of the 4iG Úr és Védelmi Zrt. and four (4) are the delegates of the CSG Defense a.s. In addition, the Initial Target Company Board will have one (1) legacy member. The size of the Initial Target Company Board may be reduced later to five (5) persons upon the request of CSG Defense a.s. (the "Revised Target Company Board"). If the legacy member resigns before the reduction of the Initial Target Company Board, the Target Company Board shall be reduced to nine (9) members as soon as practicable. (C) The majority of the Target Company Board members shall constitute a quorum on a Target Company Board meeting. In case of Target Company Board reserved matters, from the Initial Target Company Board, at least two (2) Target Company Board members nominated by 4iG Úr és Védelmi Zrt. and two (2) Target Company Board member nominated by CSG Defense a.s. shall attend in order to have a quorum. In case of the Revised Target Company Board, at least two (2) Target Company Board members nominated by 4iG Úr és Védelmi Zrt. and at least one (1) Target Company Board member nominated by CSG Defense a.s. shall attend in order to have a quorum in Target Company Board reserved matters. (D) The resolutions shall be adopted by the majority of the votes of all Target Company Board members. The chairman shall have a casting vote in the event of a tie. Decisions in a Target Company Board reserved matter shall require the "yes" votes of the majority of the Target Company Board members, provided that such majority must at all times include – from the Initial Target Company Board – the "yes" votes of at least two (2) Target Company Board members nominated by 4iG Úr és Védelmi Zrt. and two (2) "yes" vote of a Target Company Board member nominated by CSG Defense a.s. In case of the Revised Target Company Board, the "yes" votes of at least two (2) Target Company Board members nominated
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by 4iG Ür és Védelmi Zrt. and the “yes” vote of at least one (1) Target Company Board member nominated by CSG Defense a.s. shall be required for the decisions in Target Company Board Reserved Matters. If the Target Company Board fails to adopt a decision regarding a Target Company Board reserved matter in two (2) Target Company Board meetings either due to the lack of quorum on the Target Company Board meeting or due to lack of necessary supporting votes, the Deadlock shall apply
19.2.5.2 Target Company Shareholders' Meeting (the "Target Company Shareholders' Meeting"): The quorum and voting requirements shall be in accordance with the provisions of the Civil Code.
19.2.5.3 Target Company Supervisory Board (the "Target Company Supervisory Board"): The majority of the Target Company Supervisory Board (i.e. 2 persons) shall be delegated by 4iG Ür és Védelmi Zrt., while the remaining persons (i.e. 1 person) shall be delegated by CSG Defense a.s. If the Target Company Supervisory Board needs to include employee representatives, in accordance with the relevant Hungarian regulations, the supervisory board must consist of at least six (6) members, of which three (3) persons shall be delegated by the 4iG Ür és Védelmi Zrt., two (2) persons shall be employee representative and one (1) person shall be delegated by the CSG Defense a.s.).
19.2.6 With respect to the transfer of their shares, 4iG Ür és Védelmi Zrt. and CSG Defense a.s. agreed on, with regard to their shareholding in the Offeror, (i) granting right of first refusal right to each other, (ii) tag-along for CSG Defense a.s., (iii) two types of put option for CSG Defense a.s. (which may be triggered either by any deadlock event or certain cash impact events) and (iv) call option for 4iG Ür és Védelmi Zrt. (which may be triggered by any deadlock event). Further, certain transfer limitations apply to the transfer of Offeror shares (except for the transfer to affiliated companies of any of 4iG Ür és Védelmi Zrt. and CSG Defense a.s.).
19.2.7 In case of a deadlock (due to deadlock event at the Offeror Board with respect to reserved matters, the Offeror Shareholders' Meeting, Target Company Board with respect to reserved matters, or certain material breaches of the Shareholders' Agreement), the issue causing the deadlock shall be escalated to the group-level senior management of each 4iG Ür és Védelmi Zrt. and CSG Defense a.s. for the purpose of good faith negotiations. If the disputed matter cannot be resolved within one (1) month (or in case of a material breach, within ten (10) business days) from the delivery of the Deadlock notice, the CSG Defense a.s. shall be entitled to exercise the put option, and the 4iG Ür és Védelmi Zrt. shall be entitled to exercise the call option in accordance with the procedural rules set out in the Shareholders' Agreement. In case of certain cash impact events, upon the choice of the 4iG Ür és Védelmi Zrt., the CSG Defense a.s. shall be either compensated or allowed to exercise the put option with respect to the Offeror shares. This put option of CSG Defense a.s. is limited in time.
19.3 Prohibition on alienation
The Offeror does not undertake a prohibition on alienation following the Closing Date on the Shares being in its possession or acquired as a result of the Bid.
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, 02 March 2026
— SIGNATURE PAGE FOLLOWS. —
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4iG SDT EGY Private Limited Company
as Offeror, represented by
Dr. István Sárhegyi
Member of Board of Directors
Az MBH Befektetési Bank Private Limited Company
as the Agent, represented by
Zoltán Szűcs
Managing Director
Gergely Takács
Director
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Annex 1 (Acceptance Declaration)
ACCEPTANCE DECLARATION
RELATING TO THE MANDATORY PUBLIC TAKEOVER BID FOR ALL SHARES OF RÁBA JÁRMŰIPARI HOLDING PUBLIC LIMITED COMPANY NOT OWNED BY THE OFFEROR
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 Offer 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. [] on [] 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; tax number: 11120133-2-51; "Target Company"), each with a nominal value of HUF 1,000, i.e. one thousand forint, at a purchase price of HUF 3,425.0035 per share, i.e. three thousand four hundred twenty-five and thirty-five ten-thousandths 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; and https://www.mbhbefektetetsibank.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
Fax: +(36-1) 457-8998
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.
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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)
ACCEPTANCE DECLARATION – NATURAL PERSON
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; tax number: 11120133-2-51), approved by resolution no. [], of [] by the Supervisory Authority, as follows:
-
Surname of Shareholder:
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: -
Details of the Agent
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
-
Number of Shares in respect of which the Shareholder accepted the Bid:
in numbers: __ pcs, in words: ________ pieces of ordinary shares. -
Acquisition data of the 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.
- Method of payment of the Bid Consideration
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 number⁶: ____ - ____
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
⁶ 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.
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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.
- Please provide the name and address of your securities account manager to which, in the event specified in the Bid, you request the retransfer of the Shares:
Name of the securities account manager:
Address:
Number of the Shareholder’s securities account:
- Tax residence of the Accepting Shareholder (please indicate the relevant parts.)
| 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 | |
| will 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.
- By signing the Acceptance Declaration, the Acceptor declares and warrants that on the date of signing the Acceptance Declaration and the Effective Date:
(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 working 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;
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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.
In the transfer order, please indicate the above securities account number of the Agent held with KELER Zrt., and in the comment field please state your own client and securities account number (from which the transfer was initiated), as well as your tax identification number/tax number.
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.
Attachments:
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: ____
(2) Statement of the Natural Person Acceptor Shareholder/Proxy on the value of the Shares (Acquisition Value) and the additional costs incurred in connection with the Shares (Annex 6 to the Bid) ____
(3.) In the case of a Power of Attorney and a document not in Hungarian issued by the Acceptor in accordance with Sections 5.9 and 5.10 of the Bid, in the case of a private or public document with full probative force, the certified translation thereof: ____
(4) Certificate of residence for proving foreign tax residency in English or its translation into Hungarian: ____
- To accept the Bid, please sign the Acceptance Declaration here:
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: ________
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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:
-
Signature of Witness: ____
Name: ____
Address: _______ -
Signature of Witness: ____
Name: ____
Address: _______
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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!
ACCEPTANCE DECLARATION – LEGAL ENTITY
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; tax number: 11120133-2-51) held by the Shareholder, as approved by the Supervisory Authority by its Resolution No. [], dated [], as follows:
- Corporate details of the Shareholder
Company name of the Shareholder:
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:
- Details of the Agent
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
- Number of Shares for which the Shareholder accepts the Bid
In figures: _ pcs, in words: _.
ordinary shares.
- Method of payment of the Offer Price
I request payment of the consideration for the Shares by transfer to the following bank account or client account:
Type of beneficiary’s account:
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| 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 number⁷: _____ - _______ -
Number of the beneficiary's client account (if the account is managed by an investment service provider): _________
Announcement: Bid Consideration
- Please provide the name and address of your securities account manager to which the Shares shall be re-transferred in the case defined in the Prospectus:
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.
- By signing the Acceptance Declaration, the Accepting Shareholder declares and warrants that on the date of signing the Acceptance Declaration and the Effective Date:
(i) it is duly incorporated and validly existing under the laws of its place of incorporation, and its acting representative has the requisite capacity and authorisation to sign the Acceptance Declaration and to perform the obligations set out therein;
(ii) the Acceptance Declaration constitutes a lawful, valid and binding commitment signed by the Shareholder personally, by way of corporate signature or by its duly authorised representative holding a Power of Attorney;
(iii) the Shares specified in the Acceptance Declaration are unencumbered and are the lawful and exclusive property of the Shareholder free from transfer restrictions, and the Shareholder is entitled to sell and transfer them, and the Shares are free from any lawsuit, encumbrance, claim, demand, pre-emption right or any right of a third party;
⁷As 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.
(iv) signing the Acceptance Declaration and performing the obligations arising from the 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 working 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;
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.
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Attachments:
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 5.9 and 5.10 of the Bid, and in the case of documents not in Hungarian, their certified translation: _____
- For acceptance of the Bid, please sign the Acceptance Declaration here:
Date: ____,2026 ____ (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: _________
THIS SECTION IS TO BE COMPLETED IF ACTING AS AN AUTHORISED REPRESENTATIVE:
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:
- Signature of Witness: _______
- 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.
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Annex 2 (Completion Guide)
COMPLETION GUIDE
To the Acceptance Declaration relating to the Bid made by the Offeror for the Shares held by the Shareholder, issued by Rába Járműipari Holding Public Limited Company (registered seat: 9027 Győr, Martin út 1.; company registration number: Cg. 08-10-001532; tax number: 11120133-2-51), approved by the Supervisory Authority under resolution []. dated [].
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:
(i) as a natural person or as an Authorised Representative acting under a Power of Attorney, complete the Acceptance Declaration at the Place of Acceptance or before a notary public and sign it duly. If acting on behalf of a legal entity, as its statutory representative, you must duly sign the properly completed Acceptance Declaration in the company's name, provide the names of the signing representatives, and attach documentary evidence of the legal capacity of the entity represented, as well as proof of the representation rights of the signatories (a copy of an extract from the company register issued no earlier than 30 (thirty) days prior), and – where available – copies of signature specimen(s) or signature sample(s) of the representatives;
(ii) instruct your securities account manager to transfer the Shares to the Agent's securities account (i.e., to the securities account number 0074000035 maintained by KELER Zrt. for MBH Befektetési Bank Private Limited Company, under the designation "Principal's Deposit Acquisition");
(iii) in the case of natural persons, attach to the Acceptance Declaration proof of the Acquisition Value of the tendered Shares, and in the case of non-resident tax status,
a certificate of tax residency, and in the case of authorised representation, the Power of Attorney;
(iv) personally, or through your authorised representative, deliver the Acceptance Declaration and the above attachments at the Place of Acceptance within the Bid Period during the client service hours of the Acceptance Places specified in Annex 4 of the Bid, or – if the Closing Date falls on a business day – on the Closing Date from the beginning of the client service hours until 12:00 hours;
(v) during personal submission, always present documents required for identity verification (identity card suitable for verifying identity, address card).
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 ordinary courts of Hungary 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.
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Annex 3 (Form of Power of Attorney)
FORM OF POWER OF ATTORNEY
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 (registered office: 1013 Budapest, Krisztina körút 39.; company registration number: 01-10-143379; hereinafter: the “Offeror”) for the shares 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), 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 5.9 and 5.10 of the Bid, and where necessary, must be accompanied by signature authentication.
Annex 4 (List of Places of Acceptance)
LIST OF PLACES OF ACCEPTANCE
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. $[^{}]$ , until the Closing Date, i.e. $[^{}]$ . On the Closing Date, Acceptance Declarations may be submitted until 12:00 noon.
| Postcode | City | Street, number | Monda y | Tuesda y | Wednesday y | Thursday y | Frid a y | Accessible |
|---|---|---|---|---|---|---|---|---|
| 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 | Mosonmagyaróvár | 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 | Köztársaság 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 |
59
60
Annex 5 (Template for Declaration of Acquisition Price, Content Requirements)
Declaration
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; tax number: 32873829-2-41; 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; tax number: 11120133-2-51) 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: ………………………………………………………………
61
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: ____ - ____ - _______
TBSZ 2026: ____ - ____ - _______
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)
Declaration
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; tax number: 32873829-2-41; 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; tax number: 11120133-2-51).
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: | |||
| Acquisition Price* (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
62
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:
-
Witness signature: ____
Name: ____
Address: _______ -
Witness's signature: ____
Name: ____
Address: _______
63
64
Annex 7 Chart presenting the 4iG Group
[To be attached as a separate document.]
65
Annex 8 Chart presenting the CSG Group
[To be attached as a separate document.]
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