Joint notice to the creditors, members and shareholders of the participating companies regarding their rights

Participating companies:

MS-INVEST a.s., with its registered office at Koliště 1912/13, Černá Pole, 602 00 Brno, Company ID: 255 44 756, registered in the Commercial Register kept by the Regional Court in Brno, Section B, Insert 2788

as the successor company (the “Successor Company”),

M Dělnická, s.r.o., with its registered office at třída Kpt. Jaroše 1922/3, Černá Pole, 602 00 Brno, Company ID: 248 54 841, registered in the Commercial Register kept by the Regional Court in Brno, Section C, Insert 77408,

as a dissolving company (“Dissolving Company 1”)

MS Michelská development s.r.o., with its registered office at třída Kpt. Jaroše 1922/3, Černá Pole, 602 00 Brno, Company ID: 108 24 545, registered in the Commercial Register kept by the Regional Court in Brno, Section C, Insert 123064

as a dissolving company (“Dissolving Company 2”)

(Dissolving Company 1, Dissolving Company 2 and the Successor Company together the “Participating Companies”).

I. Notice of the filing of the merger project

The Participating Companies hereby jointly announce that a project of merger by acquisition (the “Merger Project”) has been filed in their respective collections of deeds in accordance with Section 33(1)(a) of Act No. 125/2008 Coll., on Transformations of Companies and Cooperatives, as amended (the “Transformations Act”), on the basis of which the Dissolving Companies will be dissolved without liquidation and all of their assets and liabilities will pass to the Successor Company (the “Merger”).

II. Notice to creditors

In accordance with Section 33(1)(b) of the Transformations Act, the Participating Companies hereby notify their creditors of their rights under Sections 35 to 39a of the Transformations Act:

Creditors of the Participating Companies may demand the provision of adequate security if, as a result of the Merger, the recoverability of their receivables that are not yet due and that arose from obligations incurred before the publication of the Merger Project under Section 33 of the Transformations Act deteriorates; this applies mutatis mutandis to future or conditional receivables.

If no agreement on the manner of securing the receivable is reached between the creditor and any of the Participating Companies or the Successor Company, adequate security shall be established by the court at the request of a creditor who demonstrates facts indicating that the Merger will impair the recoverability of the receivable. The court shall establish adequate security at its reasonable discretion, having regard to the type and amount of the receivable.

The right to adequate security must be exercised before the court within 3 months of the date of publication of the Merger Project under Section 33 of the Transformations Act, otherwise it lapses. Filing the request does not prevent the registration of the Merger in the Commercial Register.

The right to adequate security does not apply to creditors who:

1. are entitled to preferential satisfaction of their receivables in insolvency proceedings, or
2. are deemed secured creditors for the purposes of insolvency proceedings.

This notice contains no information for holders of bonds or other participating securities or book-entry participating securities carrying special rights, because none of the Participating Companies has issued any such bonds or other participating securities or book-entry participating securities.

III. Notice to employees and employee representatives

Since the Participating Companies are not participating in a cross-border transformation, nor have they, within the meaning of Section 91 of Act No. 304/2013 Coll., on Public Registers of Legal and Natural Persons, as amended, participated in a cross-border transformation in the 4 years preceding the date of publication of the Merger Project, the employees of the Participating Companies have no rights under the Transformations Act.

IV. Notice to the members and shareholders of the Participating Companies

The Participating Companies notify the sole member of each Dissolving Company and the shareholders of the Successor Company of their rights under the Transformations Act, in particular:

1. the rights set out in Section 7 of the Transformations Act;
2. the right to information within the meaning of Section 34 of the Transformations Act;
3. the right to a cash settlement in the Merger within the meaning of Section 45 et seq. of the Transformations Act;
4. the right arising from liability for damage within the meaning of Section 50 of the Transformations Act;
5. the right regarding the invalidity of the Merger Project and of the resolution approving the Merger within the meaning of Section 52 et seq. of the Transformations Act;
6. the right to demand a review of the Merger Project by a merger expert within the meaning of Sections 92 and 112 of the Transformations Act;
7. the right to information on the Merger Project, or to delivery of the documents, within the meaning of Section 93 of the Transformations Act;
8. the right to inspect the expert report on the Merger, where required, and all material changes in assets and liabilities that occurred between the preparation of the Merger Project and the date of the resolution of the sole member/shareholder or the general meeting of the Participating Companies approving the Merger, within the meaning of Sections 95a and 122 of the Transformations Act;
9. the right to inspect the documents listed in Section 119 of the Transformations Act, where required, at the registered office of the Successor Company.

If, as a result of the merger, the legal position of the shareholders of any of the participating companies changes in such a way that shares are exchanged for shares of a different class, the rights attached to a certain class of shares change to the detriment of the shareholder compared with the position before the registration of the merger in the Commercial Register, shares admitted to trading on a European regulated market are exchanged for shares not so admitted, or shares whose transferability is not restricted are exchanged for shares with restricted transferability, the merger project must contain an obligation of the Successor Company to purchase the exchanged shares from a person who:

1. a) was entitled to exercise voting rights at the general meeting of the participating company that approved the merger,
2. b) attended the general meeting, and
3. c) voted against the approval of the merger.

The Successor Company’s obligation to purchase shares applies only to those shares of the Successor Company that were exchanged for shares with which votes were cast against the approval of the merger.

If, between the effective date of the merger or division and the registration of the merger or division of a limited liability company or joint-stock company in the Commercial Register, a material change or changes occur in the assets and liabilities of any of the companies participating in the transformation that would justify a different exchange ratio of shares, the right to sell their share in the Successor Company to that company belongs to a person

1. a) who was a member of a participating company on the date of approval of the merger or division,
2. b) who voted against the approval of the merger or division,
3. c) to whose detriment the exchange ratio deteriorated, and
4. d) who has not exercised the rights of a member of the Successor Company since the registration of the merger or division in the Commercial Register, other than the right to exchange their share for a share in the Successor Company.

A member is entitled to exercise the right to have the Successor Company purchase the share with which they voted against the approval of the merger or division, or which was exchanged for a share in the dissolving company with which they voted against the approval of the merger or division.

The existing shareholder or shareholders of the Successor Company who hold shares whose total nominal or book value amounts to at least 5% of the subscribed registered capital of the Successor Company before the merger by acquisition have the right to ask the board of directors of the Successor Company to convene a general meeting for the purpose of approving the merger by acquisition within 1 month of the date on which the notice under Section 33(1)(b) of the Transformations Act was published, or was published under Section 33a(2)(b) and Section 118 of the Transformations Act. If the company has issued non-voting preference shares, the amount of registered capital for the purposes of the calculation under the first sentence is reduced by the nominal or book value of those shares.