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RÁBA Automotive Group M&A Activity 2026

Mar 2, 2026

2022_rns_2026-03-02_06b9cd7d-7dc7-47c7-8129-73d6d4478f85.pdf

M&A Activity

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1

OPERATING PLAN AND
REPORT ON THE OFFEROR'S ECONOMIC ACTIVITIES

RÁBA JÁRMŰIPARI HOLDING PUBLIC LIMITED COMPANY
As Target Company
in respect of its ordinary shares (ISIN Identifier: HU0000073457)

by

4iG SDT EGY Private Limited company
as Offeror

at an Offer Price of HUF 3,425.0035, that is,
three thousand four hundred twenty-five and thirty-five ten-thousandths
forints per share,

to be conducted by MBH Befektetési Bank Private Limited Company
as investment service provider.


The present operational plan ("Operational Plan") and the report on the economic activities of the Offeror ("Report on Economic Activities") have been prepared by the Offeror with respect to the future operation of RÁBA Járműipari Holding Public Company Limited by Shares (registered office: 9027 Győr, Martin út 1.; company registration number: Cg. 08-10-001532; tax number: 11120133-2-51; hereinafter: "Target Company"), in reference to the acquisition of indirect influence by CSG DEFENCE a.s. in the Target Company and in view of the mandatory public takeover bid ("Bid") made to the shareholders of the Target Company.

Capitalised terms used in this Operational Plan and the Reports on Economic Activities shall have the meaning ascribed to them in the Bid, unless otherwise provided herein.

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I. GENERAL DATA

  1. Data of the Offeror and the Persons Acting in Concert

1.1. 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)

1.2. Persons Acting in Concert:

a) the Offeror
b) 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);
c) 4iG Úr és Védelmi Technológiák Private Limited Company (registered office: 1013 Budapest, Krisztina körút 39.; company registration number: 01-10-142725; tax number: 32500640-2-41).

At the date of this Bid, the Offeror has 74.34% direct ownership interest in the Target Company, which was acquired as a result of the transaction described in Section 6 below. At the date of this Bid no Persons Acting in Concert other than the Offeror holds any direct influence 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 Act CXX of 2001 on the Capital Market ("Tpt."), the extent of such 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 Company shall be taken into account as 4iG Úr és Védelmi Zrt.'s 74.34% indirect ownership and control.

  1. Legal background of making the Bid

The Offeror, due to acquiring the level of indirect influence specified in Section 68 (1) (a) of Act CXX of 2001 on the Capital Market (Tpt.), is obliged under Section 68 (2) (d) of the same Act, within the statutory deadline, to make a mandatory public takeover bid.

  1. Data of the Company affected by the Bid

The company affected by the Bid is the Target Company, a 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).

  1. Data of the Agent

For the arrangement of the acquisition of influence based on the Bid, the Offeror appointed MBH Befektési Bank Private Limited Company (registered office: 1117 Budapest, Magyar


Tudósok körútja 9. G. building; company registration number: 01-10-041206; licence number: H-EN-III-170/2017), which holds an official licence issued by the Supervisory Authority to provide the investment service referred to in Section 5 (2) (d) of Act CXXXVIII of 2007 on Investment Firms (Bszt.), namely “advice and services relating to capital structure, business strategy and related matters, as well as mergers and company acquisitions”.

5. Place of publication of the Bid

The website established by the Supervisory Authority for this purpose (https://kozzetetelek.mnb.hu/), the website of 4iG Nyrt. (www.4iG.hu/nyito), the website of the Agent (https://www.mbhbefektetesibank.hu/), the website of the Target Company (www.raba.hu) and the website of the Budapest Stock Exchange (https://www.bet.hu/).

6. Data on the Offeror’s existing shareholding in the Target Company

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. The acquisition of a 74.34% interest in the Target Company by the Offeror has taken place on the basis of the agreements presented below and through the following transaction steps:

a) 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 rights, on 5 January 2026¹.

b) 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 rights, on 5 January 2026².

At the date of this Bid, the Offeror holds a 74.34% direct ownership interest in the Target Company, which was acquired as a result of the transaction described in this Section below. At the date of this Bid and no Person Acting in Concert other than the Offeror holds any direct in the Target Company.

¹ 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

² 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


At the date of this Bid, 4iG Úr és Védelmi Technológiák Private Limited Company (hereinafter "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 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 Úr és Védelmi Zrt.'s 74.34% indirect ownership and, with regard to the treasury shares owned by the Target Company, 75.01% of the voting rights.

7. Period open for acceptance of the Bid

The deadline open for acceptance of the Bid (Offer Period) lasts from 9:00 a.m. on the Starting Date until 12:00 noon on the Closing Date. The Starting Date of the Offer Period shall be the [], day following the latest publication date of the Supervisory Authority's approved Bid, i.e. [], while the Closing Date shall be the 35th (thirty-fifth) day following the Starting Date, or, if that is not a business day, the next business day thereafter, i.e. [*].

8. Information regarding the financing of the Bid

The Offer Price is HUF [] per Share, i.e. [] 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 Capital Market Act (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.

9. Information regarding securities if the consideration offered by the Offeror contains any kind of securities

Since the Offer Price is to be paid entirely in cash, the information required under Point 9 of Annex 8 to the Capital Market Act (Tpt.) is not applicable and is irrelevant for the assessment of the public takeover bid.

II. OPERATING PLAN


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  1. Presentation of the business policy concepts concerning the future operation of the Target Company

The Offeror’s objective is that the Target Company maintains its current position on the domestic market, furthermore, strengthens its presence in the Central European region and becomes a key market participant.

The endeavour is to establish a stable and long-term sustainable business model which supports the Offeror’s plans while maintaining profitability. It is also a goal that even greater emphasis be placed on innovation in the future, such as establishing a younger machinery fleet and implementing digitalisation processes, etc.

  1. The Offeror’s plans for the Target Company’s future business activity

While maintaining the existing sales channels, the Target Company’s sales opportunities should be expanded.

The Offeror’s objective is that operating costs be optimised to the maximum possible extent, and that the efficiency of procurement processes be increased, along the strategic plans set out in Section 3.

The development and retention of existing and future employees is a key objective. The optimisation of logistics processes and the strengthening of marketing activities are also among the Offeror’s plans.

  1. The Offeror’s strategic plans concerning the Offeror and the Target Company

To create the foundations necessary for market expansion, and thereafter to reach defence and other target groups deriving from the Offeror’s network of contacts. To this end, it is expected to become necessary that the Target Company’s existing product range be expanded. Another important strategic pillar will be developments related to digitalisation, as a result of which the automation of internal processes will be achieved through technological investments, in order to further increase efficiency.

It is also an aim to strengthen existing partnerships and cooperations, and by exploiting the Offeror’s defence and international network of relations, to establish further strategic cooperations with key market players in order to strengthen the market position of the Target Company.

  1. The probable consequences on 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.

  1. The probable consequences on the companies' places of business

The Offeror currently does not anticipate any material consequences with respect to the places of business of the companies (including the Target Company). However, it cannot be ruled out that, in connection with planned future acquisitions and the expansion of the portfolio, additional places of business may be established. This would not, however, entail any change to the function or operation of the existing places of business, unless a materially significant change in the profitability of any part of the business were to occur, in which case operational adjustments may be required.

III. DATA OF THE REPORT ON ECONOMIC ACTIVITIES

  1. Data of the Offeror

4iG SDT Egy Private Limited Company (registered office: 1013 Budapest, Krisztina körút 39.; company registration number: 01-10-143379; tax number: 32873829-2-41; statistical number: 32873829-6421-114-01, the "Offeror" or "4iG SDT EGY Zrt.")

  1. Data of the company affected by the Bid

Rába Járműipari Holding Public Limited Company (registered office: 9027 Győr, Martin út 1.; company registration number: 08-10-001532; tax number: 11120133-2-51; statistical number: 11120133-7010-114-08; the "Target Company").

  1. Brief presentation of the history and business activity of the Offeror

4iG Úr és Védelmi Zrt. established 4iG SDT EGY Zrt. in August 2025 with the goal of acquiring majority ownership in RÁBA Nyrt. and making the mandatory public takeover bid as set out in Section 2.4.2 of the Bid. The main activity of 4iG SDT EGY Zrt. is asset management.

4iG Úr és Védelmi Zrt. was established on 20 February 2024 by 4iG Public Limited Company as sole shareholder. The date of registration by the Metropolitan Court of Registration was 26 February 2024.

Its activities include the development and manufacturing of space industry, satellite manufacturing, UAV technologies (unmanned aerial vehicle) development and manufacturing, furthermore, drone defence and defence digitalisation services.

On 2 May 2024, within the framework of an investment and shareholders' agreement, 4iG Úr és Védelmi Zrt. purchased a 45% share package of REMRED Technológia Fejlesztő Private Limited Company. (registered office: 1121 Budapest, Konkoly-Thege Miklós út 29-33. company registration number: 01-10-142448), the purchase price of which is paid in two instalments, in 2024 and 2025.

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The Board of Directors of the owner of the Company contributed into 4iG Ür és Védelmi Zrt. the shareholding representing 100 per cent in CarpathiaSat Magyar Ürtávközlési Zrt. (registered office: 1013 Budapest, Krisztina körút 39. company registration number: 01-01-140969) to 4iG Ür és Védelmi Zrt.

The Board of Directors of the Company's owner contributed a business share representing 100 percent with a market value of HUF 22,800,000 thousand in Portuguese Telecommunication Investments Kft. (registered office: 1013 Budapest, Krisztina körút 39. company registration number: 01-09-347439) to 4iG Ür és Védelmi Zrt. by increasing its share capital from HUF 5,000 thousand to HUF 5,005 thousand, and its capital reserve by HUF 22,799,995 thousand.

The Board of Directors of the Company's owner contributed a business share representing 55 percent with a market value of HUF 47,900 thousand in Rotors & Cams Kereskedelmi és Szolgáltató Kft. (registered office: 1165 Budapest, Üjszász utca 45B. R. building company registration number: 01 10 142798), and a business share representing 25 percent with a market value of HUF 50 thousand in RAC Antidrone Zrt. (registered office: 1013 Budapest, Krisztina körút 39. company registration number: 01 10 142534) to 4iG Ür és Védelmi Zrt. by increasing its share capital from HUF 5,005 thousand to HUF 5,010 thousand, and its capital reserve by HUF 47,900 thousand.

The contributions were registered by the Court of Registration.

4iG Ür és Védelmi Zrt. presented its strategically significant satellite program named HUSAT on 20 November 2024.

The HUSAT program is the largest satellite program realised in private initiative and financing in Hungary and the Central-Eastern European region. Within the framework of the HUSAT program, 4iG S&D plans to launch and operate during the satellites' lifetime one telecommunications satellite orbiting in geostationary orbit (HUGEO), and an additional eight high-resolution, VHR1 earth observation satellites orbiting in low earth orbit (HULEO). In the HULEO constellation, six electro-optical (HUEOP) and two synthetic aperture radar (HUSAR) satellites will orbit.

On 1 December 2025, through simultaneous signing and closing, 4iG Ür és Védelmi Zrt. acquired a block of shares representing 90% of the registered share capital of Gestamen Kutatás Fejlesztés Zrt. (registered seat: 6640 Csongrád, Jókai Mór utca 14.; company registration number: 06 10 000564). As a result of the transaction, 4iG Ür és Védelmi Zrt. entered the market for the design and development of small arms and further expanded its weapons & ammunition business line.

On 19 December 2025, 4iG Ür és Védelmi Zrt. entered into a binding investment agreement with Axiom Space Inc. (registered seat: 1290 Hercules Ave, Houston, TX 77058, USA), pursuant to which it undertook to subscribe, in multiple tranches, for Series D preferred shares in an aggregate amount of USD 100 million. The first tranche of the investment, in the amount of USD 30 million, was closed on 22 December 2025, while completion of the second tranche, in the amount of USD 70 million, is due by 31 March 2026.

On 23 December 2025, 4iG Ür és Védelmi Zrt. entered into a share purchase agreement for the acquisition of quotas representing 63% of the registered capital of HeliControl Kft. (registered seat:

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1095 Budapest, Lechner Ödön fasor 3.; company registration number: 01-09-960023). The transaction is subject to the receipt of the necessary regulatory approvals and the fulfilment of other closing conditions. Upon completion, 4iG Ür és Védelmi Zrt. will enter the market for the maintenance and modernisation of rotary-wing aircraft, thereby further strengthening its strategy to establish integrated industrial and service capabilities in Hungary and the region covering the full lifecycle of aircraft.

On 5 January 2026, the Offeror acquired 74.34% of the shares and 75.01% of the voting rights in the Target Company.

On 6 October 2025, 4iG Ür és Védelmi Zrt. entered into three share purchase agreements with N7 Holding Nemzeti Védelmi Ipari Innovációs Zrt. (registered seat: 1087 Budapest, Asztalos S. út 2.; company registration number: 01-10-141325) ("N7 Holding"), pursuant to which, on 27 February 2026, it acquired majority and sole ownership interests in several strategically significant defence industry companies. 4iG Ür és Védelmi Zrt. acquired a 75% + 1 voting right majority stake in N7 Defence Holding Zrt. (registered seat: 1087 Budapest, Asztalos Sándor út 2.; company registration number: 01-10-143317) — into which N7 Holding had contributed in kind its shareholdings in AEROPLEX Közép-Európai Légijármű Műszaki Központ Kft. (registered seat: 1185 Budapest, Liszt Ferenc International Airport; company registration number: 01-09-164863), ARZENÁL Fegyvergyár Zrt. (registered seat: 6100 Kiskunfélegyháza, Bem József út 1.; company registration number: 03-10-100673), Colt CZ Hungary Zrt. (registered seat: 6100 Kiskunfélegyháza, Bem József út 1.; company registration number: 03-10-100692), and Rheinmetall Hungary Munitions Zrt. (registered seat: 8900 Zalaegerszeg, Dr. Michelberger Pál út 3.; company registration number: 20-10-040389). Furthermore, 4iG Ür és Védelmi Zrt. acquired 100% ownership in Hirtenberger Defence Systems Védelmi Ipari Kft. (registered seat: 8100 Várpalota, Szent István út 16., 3rd floor, door 313; company registration number: 19-09-524041), as well as a 75% + 1 voting right majority stake in VAB Kft. (registered seat: 1087 Budapest, Asztalos S. út 2.; company registration number: 01-09-409891), through which it acquired an indirect shareholding in Rheinmetall Hungary Zrt. (registered seat: 8900 Zalaegerszeg, Rheinmetall út 1.; company registration number: 20-10-040371).

  1. Brief presentation of the Offeror's executive officers and members of the supervisory board

Executive officers:

  • Péter Krisztián Fekete – Member of the Board of Directors
    Graduated in 2005 from Corvinus University. In addition, he pursued studies at HEC Paris and at the University of North Carolina MBA programme. He started his professional career in London at CIBC World Markets, a Canadian investment bank. Thereafter, he worked at such major international investment banks as UBS Investment Bank, Jefferies International and Houlihan Lokey, where he gained significant experience in the fields of mergers & acquisitions and corporate finance. In September 2017, he joined Konzum Nyrt. as Deputy Chief Executive Officer. Since July 2019, he has been working at 4iG Nyrt., initially as Advisor to the Chairman, then from summer 2020 as Deputy Chief Executive Officer and as a member of the Board of Directors. Since 2022, while retaining his

membership of the Board of Directors, he has served as Chief Executive Officer of the 4iG Group, and from 2026 he serves as Vice President responsible for international business relations.

  • Dr. István Sárhegyi – Member of the Board of Directors and Chief Executive Officer
    István Sárhegyi graduated from the business and management undergraduate program of Budapest Corvinus University and also obtained a degree from the legal master program of Eötvös Loránd University. With a scholarship from the European Space Agency (ESA), he participated in the International Space University Space Studies program. He joined the 4iG Group in 2021 as presidential advisor, then became head of the Presidential Cabinet in 2022. István Sárhegyi is currently the chief executive officer of 4iG Úr és Védelmi Technológiák Zrt., the 4iG Group’s holding company dealing with space industry, satellite manufacturing, UAV technology development and manufacturing, furthermore, drone defence and defence digitalisation services. He is also a member of the board of directors of HungaroDigiTel and Rotors & Cams Zrt., co-founder and chairman of the board of directors of REMRED Zrt. 4iG Úr és Védelmi Technológiák Zrt. recently presented its HUSAT Program, which will be Central-Eastern Europe’s first satellite program realised in private initiative. The launch of a constellation totalling one geostationary and eight low earth orbit satellites can begin in 2028. The low earth orbit satellites will be manufactured from 2026 in the holding company’s space technology centre in Martonvásár. From 2026, he serves as Vice President responsible for government relations as well as the space and defence industry at 4iG Nyrt.

  • Gábor Tomcsányi – Member of the Board of Directors
    After graduating in 1997 from the Budapest University of Economic Sciences and ESSCA in France, he began his career at CIB Bank in the Project and Structured Finance Department as Head of Department. In 2001, he became Director of Finance, then Chief Executive Officer at SCD Group, which became one of Central and Eastern Europe’s leading property development, tourism and private equity investment companies. Subsequently, he worked as a capital markets consultant and, as co-owner of Hillside International, contributed to the implementation of numerous property investments and property developments in Hungary. From 2018, he was Chief Executive Officer of Appeninn Nyrt., the Budapest Stock Exchange’s largest listed property investment and asset management company. At the same time, he was appointed Chairman of the Supervisory Board of 4iG Nyrt., later becoming the company’s Chief Executive Officer’s Advisor. Since 1 September 2022, he has been Deputy Chief Executive Officer, Group Chief Operating Officer of 4iG Group, responsible for the operational and support functions of the Group. At Group level, he leads corporate governance, communications, HR, security, quality management, investment and property management, legal, and procurement. Since 30 September 2024, he has been a member of the Board of Directors of 4iG Nyrt. From 2026, he serves as Vice President responsible for the operations of the 4iG Group.

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  1. Detailed description of possible agreements concluded between the Offeror or persons with influence in the Offeror, and the Target Company or persons with influence in it, if they may affect the evaluation of the takeover bid

Among the Persons Acting in Concert with the Offeror, 4iG Ür és Védelmi Zrt. is the sole shareholder of the Offeror. The Persons Acting in Concert have designated the Offeror, pursuant to Section 68 (3) of the Capital Market Act, to make the Bid. The Offeror makes the Bid to the Shareholders with the provision that, in case of acceptance of the Bid, all Shares shall be acquired by the Offeror.

5.1 The option agreement and the share purchase agreement concluded between CSG DEFENCE a.s. and 4iG Ür és Védelmi Zrt.

On 7 September 2025, an option agreement (“Option Agreement”) was concluded between 4iG Ür 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 Ür 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 Ür és Védelmi Zrt. and CSG DEFENCE a.s. terminated the Option Agreement between them on 02 March 2026 and 4iG Ür 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 ownership interest in the Target Company.

5.2 Cooperation Agreement


The Persons Acting in Concert have designated the Offeror to make the Bid in their Cooperation Agreement dated 02 March 2026.

5.3 Shareholders' Agreement

5.3.1 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.

5.3.2 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.

5.3.3 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.

5.3.4 Governance of the Offeror after the closing of the 4iG DST Share Purchase Agreement

5.3.4.1 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 Úr 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.

5.3.4.2 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

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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.

5.3.5 Governance of the Target Company after the closing of the 4iG DST Share Purchase Agreement

5.3.5.1 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 by 4iG Úr és Védelmi Zrt.

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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

5.3.5.2 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.

5.3.5.3 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 Úr 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 Úr és Védelmi Zrt., two (2) persons shall be employee representative and one (1) person shall be delegated by the CSG Defense a.s.).

5.3.6 With respect to the transfer of their shares, 4iG Úr 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 Úr 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 Úr és Védelmi Zrt. and CSG Defense a.s.).

5.3.7 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 Úr 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 Úr 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

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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.

Apart from the above, there are no agreements between the Offeror, or persons having influence over the Offeror, and the Target Company, or persons having influence over the Target Company, that may affect the assessment of the public takeover bid.

  1. Detailed description of any possible agreements between the Offeror, persons having influence over the Offeror, and the public limited company (Target Company), or persons having influence over the Target Company, or executive officers of the public limited company (Target Company), if these may affect the assessment of the public takeover bid

Apart from the agreements detailed in Section 5 above, there are no agreements between the Offeror, or persons having influence over the Offeror, and the public limited company (Target Company), or persons having influence over the Target Company, or executive officers of the Target Company, that may affect the assessment of the public takeover bid.

  1. Presentation of the financial situation of the Offeror and description of the changes therein

The main activity of 4iG SDT EGY Zrt. is asset management, its registered capital is HUF 10 million. Its sole shareholder is 4iG Ür és Védelmi Zrt. It has no closed business year.

4iG Ür és Védelmi Zrt. was established on 20 February 2024 by 4iG Public Limited Company as its sole shareholder. The date of registration by the Metropolitan Court of Registration was 26 February 2024.

Its activities include the development and manufacture of space industry and satellite manufacturing, UAV technologies (unmanned aerial vehicle), as well as drone protection and defence digitalisation services.

4iG Ür és Védelmi Zrt. did not pay dividends based on the proposal regarding the utilisation of the after-tax result of 2024; the entire after-tax result was allocated to retained earnings. The result for the year of incorporation was a loss of HUF 1,892,942 thousand. As at 31 December 2024, the Company's equity amounted to HUF 20,912,058 thousand as a result of the contributions in kind detailed in the previous sections.

On 15 August 2025, 4iG Nyrt. informed the capital market participants that it had adopted a founders' resolution to implement a multi-stage capital increase in 4iG Ür és Védelmi Zrt. In the first phase of the multi-stage capital increase, the IG TECH II. Private Equity Fund contributed EUR 75 million, while the IG TECH III. Private Equity Fund contributed HUF 6 billion, i.e. together the two private equity funds carried out a capital increase of approximately HUF 36 billion in 4iG SDT, thereby acquiring 19.7 per cent and 3.9 per cent (altogether 23.6 per cent) ownership interest in

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the Company. The second investment round was closed in December 2025, in the framework of which iG TECH II. Magántőkealap implemented an additional capital increase in the amount of HUF 6 billion, while iG TECH III. Magántőkealap implemented a further capital increase in the amount of HUF 54 billion. As a result of the capital increases carried out in two tranches, the investors' aggregate ownership interest increased to 46.2% (iG TECH II. Magántőkealap – 17.3%; iG TECH III. Magántőkealap – 28.9%), while 4iG Nyrt. retained its majority controlling interest in 4iG Úr és Védelmi Zrt.

8. Declaration of the Offeror that it has adequate coverage for the performance of the public takeover bid and presentation thereof

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 Capital Market Act (Tpt.9), 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 Offeror 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.

9. Liability statement regarding the accuracy of the data and information included in the Bid and in the Report on Economic Activities

The Offeror declares that the data and information included in the Bid are fully in line with reality, and do not conceal any fact or information that may be significant for the assessment of the Offeror and the Bid. The Offeror shall be liable for the compensation of damages arising from misleading content of the Bid or from the concealment of information.

The Offeror and the Agent declare that the data and information included in this Report on Economic Activities are fully in accordance with reality, and do not withhold any fact or information which is material for the assessment of the Offeror and the Bid. The Offeror and the Agent shall be jointly and severally liable for damages arising from misleading content of, or omission of information from, this Report on Economic Activities.

Budapest, 02 March 2026

--- SIGNATURE PAGE FOLLOWS. ---


Offeror

Agent

4iG SDT EGY

Private Limited Company

represented by: Dr. István Sárhegyi

member of the Board of Directors

img-0.jpeg

MBH Befektetési Bank

Private Limited Company

represented by: Zoltan Szűcs and Gergely Takács

position: Managing Director and Director

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