TRANSFORMATION PLAN (Merger Plan)

Transcription

1 International Innovative IT Investment TRANSFORMATION PLAN (Merger Plan) Made: Budapest, 12 November iG Public Limited Company Gellért Jászai, Chairperson of the Board of Directors

2 TRANSFORMATION PLAN (Merger Plan) INTRODUCTION (Ad1) The shareholders of 4iG Public Limited Company (seat: H-1037 Budapest, Montevideo Street 8., registered with the Court of Registration of the Budapest Metropolitan Court under reg. no , tax number: ; statistical code: , hereinafter: "Acquiring Company" or "4iG Plc") declared by General Meeting Resolution no. 3/2018 (11.12.) made at the General Meeting of 12 November 2018 that they agree with the intention of 4iG Plc to transform by merger in accordance with the present Transformation Plan. The merger is necessary for optimizing the corporate structure, and once completed it will contribute to significant savings in operating costs as well as to optimizing taxes, moreover, it is not reasonable from business aspects to hold specific assets in separate companies (project companies), and maintaining the project companies owning the assets concerned does not bring any benefits due to the change of the relevant laws. As a result of the merger, the Acquiring Company's administration tasks can also be decreased significantly and its competitiveness can be improved also internationally and the segmented corporate structure can be eliminated which can further improve the utilization of human and material resources. As a result of the transformation, the solely owned subsidiaries of 4iG Plc. will be merged into 4iG Plc. Details of the Merging Companies: (i) (ii) Axis Rendszerház Informatikai Fejlesztő és Tanácsadó Korlátolt Felelősségű Társaság (seat: H-1037 Budapest, Montevideo Street 8.; companies registry and reg. number: Budapest Metropolitan Court as Court of Registration, ; tax no.: ; statistical code: ), as merging legal predecessor company (hereinafter: "Legal Predecessor1" or "Target Company1"), HUMANsoft Elektronikai Korlátolt Felelősségű Társaság (seat: H-1037 Budapest, Montevideo Street 8.; companies registry and reg. number: Budapest Metropolitan Court as Court of Registration, ; tax number: ; statistical code: ), as merging legal predecessor company (hereinafter: Legal Predecessor2 or Target Company2 ), (iii) Mensor3D Korlátolt Felelősségű Társaság (seat: H-1037 Budapest, Montevideo Street 8.; companies registry and reg. number: Court of Registration of the Budapest Metropolitan Court, ; tax number: ; statistical code: ), as merging legal predecessor company (hereinafter: Legal Predecessor3 or Target Company3 ), (Target Company1, Target Company2 and Target Company3 are hereinafter together referred to as: Target Companies ). After the Target Companies are terminated by merger, 4iG Plc will be their general legal successor. The General Meeting determines the closing date of the draft merger balance sheets required for making the decision on the merger at 30 September The General Meeting appoints Dr. László Sasvári (mother's name: Erzsébet Tóth; home address: H-1162 Budapest, Fertály Street 5-7.; Chamber 1

3 registration number: ; Chamber membership number: ) as an independent auditor to perform the audit of the draft balances of assets and draft inventories of assets by 30 November (Ad2) Regarding that 4iG Plc is a sole member of Target Company1 and Target Company2 directly and Target Company3 indirectly, through Target Company2, therefore on 12 November 2018 they decided to merge into 4iG Plc by the following acts: 1) Founder's resolution no. 1/2018. (XI.12.), 3/2018. (XI.12.), 4/2018. (XI.12.) as the Founder of Target Company1, 2) Founder's resolution no. 1/2018. (XI.12.), 3/2018. (XI.12.), 4/2018. (XI.12.) as the Founder of Target Company2, 3) Founder's resolution no. 1/2018. (XI.12.), 3/2018. (XI.12.), 4/2018. (XI.12.) by Target Company2 as the Founder of Target Company3. a) After the target companies are terminated by merger, 4iG Plc will be their general legal successor; b) the closing date of the draft merger balance sheets required for making the decision on the merger was determined at 30 September 2018; c) Dr. László Sasvári (mother's name: Erzsébet Tóth; home address: H-1162 Budapest, Fertály Street 5-7.; Chamber registration number: ; Chamber membership number: ) was appointed as an independent auditor to perform the audit of the draft balances of assets and draft inventories of assets by the deadline of 30 November 2018; d) the executive officers of the Target Companies were asked to prepare the other documents required by the laws and necessary for preparing the transformation plan and for making the decision on the merger. (Ad3) Pursuant to Subsection (1) of Section 2 of Act CLXXVI of 2013 (hereinafter: "Átv.") on the transformation, merger and demerger of certain legal entities, the supreme bodies of the companies shall decide on the merger on 2 (two) occasions. THIS DOCUMENT CONTAINS THE TRANSFORMATION PLAN APPROVED BY THE SUPREME BODIES OF THE ACQUIRING COMPANY AND THE TARGET COMPANIES AS FOLLOWS: I. METHOD AND DATE OF TRANSFORMATION II. THE DRAFT BALANCES OF ASSETS AND DRAFT INVENTORIES OF ASSETS OF THE TARGET COMPANIES III. THE ACQUIRING COMPANY'S DRAFT BALANCE OF ASSETS AND INVENTORY OF ASSETS BEFORE AND AFTER THE TRANSFORMATION IV. THE DRAFT AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE LEGAL SUCCESSOR COMPANY V. DRAFT OF THE SETTLEMENT OF ACCOUNTS WITH PERSONS WHO DO NOT WISH TO PARTICIPATE IN THE SUCCESSOR COMPANY AS SHAREHOLDERS VI. THE REASONS FOR AND THE MANNER OF RESTRUCTURING THE CAPITAL 2

4 VII. OTHER CIRCUMSTANCES RELATING TO THE TRANSFORMATION VIII. THE DRAFT OF THE MERGER AGREEMENT Key laws and regulations applicable to the transformation: - Act XCL of 2017 on the Rules of Taxation (Art.) - CLXXVI of 2013 on the Transformation, Merger and Demerger of Certain Legal Entities (Átv.) - Act V of 2013 on the Civil Code (Civil Code) - Act CXXVII of 2007 on value added tax (VAT Act) - Act V of 2006 on public company information, company registration and winding-up proceedings (Ctv.) - Act CXX of 2001 on the Capital Market (Tpt.) - Act C of 2000 on Accountancy (Accounting Act) - Act LXXXI of 1996 on Corporate Tax and Dividend Tax (Tao tv.) - Act CXVII of 1995 on Personal Income Tax (Szja tv.) - Act XCIII of 1990 on Duties (Itv.) 3

5 I. METHOD AND DATE OF TRANSFORMATION 1.1. The Parties merge in accordance with the provisions of Act V of 2013 on the Civil Code (hereinafter: Civil Code ) as well as by the provisions of Act CLXXVI of 2013 on the transformation, merger and demerger of certain legal entities. Method of merger: "Merger into an acquiring entity" During the transformation the Target Companies as target companies will be merged into the Acquiring Company as the acquiring company. The closing date of the draft balance of assets and inventory of assets is 30th September The Acquiring Company has 100% of the voting rights in the Target Companies The date of transformation is the 31st of December 2018 or, if the court of registration does not enter the transformation in the registry by this date, the date of registration (that is the day on which the court of registration enters the transformation in the registry). II. THE DRAFT BALANCES OF ASSETS AND DRAFT INVENTORIES OF ASSETS OF THE TARGET COMPANIES The Acquiring Company and the Target Companies involved in the Merger have prepared their respective draft balance of assets and inventory of assets for the closing date of 30 September 2018 pursuant to the provisions of Act C of 2000 on Accounting. The companies execute the merger at the book value. Annexes 1 to 3 contain the draft balances of assets and draft inventories of assets audited by the independent auditor pursuant to Subsection (5) of Section 4 of the Átv. in the following breakdown: (These annexes also constitute annexes 1 to 3 of the Merger Agreement.) II.1. Target Company1 (i) Draft balance of assets (ii) Draft inventory of assets (iii) The Auditor's opinion on the draft balance of assets and draft inventory of assets II.2. Target Company2 (i) Draft balance of assets (ii) Draft inventory of assets (iii) The Auditor's opinion on the draft balance of assets and draft inventory of assets II.3. Target Company3 (i) Draft balance of assets (ii) Draft inventory of assets (iii) The Auditor's opinion on the draft balance of assets and draft inventory of assets 4

6 III. THE ACQUIRING COMPANY'S DRAFT BALANCES OF ASSETS AND DRAFT INVENTORIES OF ASSETS BEFORE AND AFTER THE TRANSFORMATION Annex 4 contains the draft closing balance of assets and inventory of assets of the Acquiring Company audited by the independent auditor pursuant to Subsection (5) of Section 4 of the Átv, which annex shall also constitute Annex 4 of the Merger Agreement in the following breakdown: (i) Draft balance of assets before the transformation (ii) Draft inventory of assets before the transformation (iii) Draft balance of assets after the transformation (iv) Draft inventory of assets after the transformation (v) The Auditor's opinion on the draft balance of assets and draft inventory of assets before the transformation (vi) The Auditor's opinion on the draft balance of assets after the transformation (vii) The Audit Committee's opinion on the draft balances of assets and draft inventory of assets. IV. THE DRAFT AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE LEGAL SUCCESSOR COMPANY The draft amendment to the Successor Company's Articles of Association is contained in Annex No. 5. V. DRAFT OF THE SETTLEMENT OF ACCOUNTS WITH PERSONS WHO DO NOT WISH TO PARTICIPATE IN THE SUCCESSOR COMPANY AS SHAREHOLDERS V.1. Pursuant to Section 2 of the Átv, 4iG Plc. has enquired at its General Meeting of 12 November 2018 and requested a declaration from the shareholders on whether they wish to become a member of the legal successor. The relevant declarations were delivered to the Board of Directors. Until the publication of the Transformation Plan, none of the shareholders have indicated that they did not wish to become a shareholder of the Successor Company. V.2. The share of assets of shareholders who do not wish to participate in the successor company will be paid out as follows: Pursuant to Section 5 of the Átv, the shareholder may make a written declaration that they do not want to become a shareholder of the Successor Company within thirty (30) days after the publication of the Transformation Plan but no later than before the commencement of the final voting on the merger at the General Meeting to be held on 13 December Failing such declaration, it shall be deemed that the shareholder wants to become a shareholder of the Successor Company. V.3. Pursuant to Subsection (5) of Section 6 of the Átv, the share of assets due to members not intending to take part in the Successor Company as shareholders shall be disbursed within a period of thirty sixty (60) days after registration of the business association being established through transformation, unless an agreement with the persons concerned specifies a later point in time. 5

7 V.4. In accordance with the aforesaid, to determine the number of shareholders wishing to exit, 4iG Plc. hereby makes the following notice to its shareholders: a) Shareholders of 4iG Plc. (hereinafter: 4iG Shareholder ) who decide to remain an owner / shareholder of 4iG Plc also after the merger do not have to take any further action regarding their shares. b) 4iG Shareholders who do not wish to become a shareholder of the Successor Company and have made a valid declaration to this effect shall be paid HUF 127 (that is one hundred and twenty-seven forints) for each HUF 100 of share in consideration of their shares pursuant to Subsection (3) of Section 6 of the Átv within 60 (sixty) days after the registration of the transformation by the Court of Registration, however, upon registration of the transformation by the Court of Registration, they shall lose their title to the previous 4iG shares. The proportion of assets due to the shareholder has been determined at the value which would be due to the shareholder if 4iG Plc would be terminated without a legal successor before the merger pursuant to Subsection (3) of Section 6 of the Átv. which is that part of 4iG Plc's own shareholder's equity (HUF 2,389,276,350, that is two billion three hundred and eighty-nine million two hundred and seventy-six thousand three hundred fifty forints) falling on 1 (one) share. The Honoured Shareholders are kindly advised that (i) upon registration of the merger by the Court of Registration, the exiting shareholders will lose their title to the 4iG shares in respect of which they declared that they wished to exit, and these shares will become 4iG Plc's treasury shares. In respect of these shares, 4iG Plc will pay only the price of the given share to the holder of the share. (ii) the value payable to the exiting shareholders is below the market price of the shares. For your information: The average price of 4iG shares was HUF 860 (eight hundred sixty forints) at the Budapest Stock Exchange in the 180-day period preceding the date of submission of the proposed Transformation Plan. At the same time, please note that if the Transformation Plan is accepted, the above average price may change during the period between the submission of the Transformation Plan and its adoption. (iii) The Target Companies are solely owned by 4iG Plc and are consolidated subsidiaries of 4iG Plc.; (iv) The draft transformation balances of assets and inventories of assets and the other draft documents relating to the transformation will be published simultaneously with this notice on 4iG Plc's website ( and on other sites used by it for publication ( Shareholders who decide not to become a shareholder of the Successor Company may indicate their decision by submitting a declaration to 4iG Plc's Board of Directors starting from the publication of this notice until the General Meeting finally deciding on the transformation, at the latest, as follows: (i) Pursuant to Section 144 of Act CXX of 2001 on the Capital Market, the shareholder wishing to exit shall block their shares on their securities account for the closing date of 31 December 2018 before submitting a valid declaration of exit in the manner that the legal title of blocking should be defined as "settlement of accounts with an exiting 6

8 shareholder" and 4iG Plc shall be the beneficiary of the blocking. After the blocking, the shareholder shall not dispose of the share until the blocking is released. (ii) The shareholder intending to exit shall request a certificate of the blocking from the institution that keeps the securities account. (iii) The shareholder wishing to exit shall issue an order for their shares to be transferred to 4iG Plc's securities account designated for this purpose and held with KELER Zrt. via Equilor Investment Ltd. a/c no. [ ] client ID 4iG [9060] in a form acceptable to the entity keeping the securities account (transfer order). The costs of the transfer shall be borne by the shareholder. (iv) The shareholder wishing to exit shall properly complete the declaration attached to this Transformation Plan as Annex 6 (in a public instrument or a private document providing full evidence) and send/submit/deliver the same together with the original blocking certificate and original transfer order to the following address: 4iG Plc., H Budapest, Andrássy Road 59., so that the documents shall be received at the latest by the starting time of the General Meeting (13 December 2018, 10 a.m.). The envelope containing the declarations should be marked as 4iG Plc. Transformation Declaration. (v) If the shareholder wishes to make an exit declaration at the General Meeting, they must be present personally or through a proxy during the discussion of the agenda item concerned. The notice to the General Meeting includes the conditions of participation in the General Meeting. If the shareholder is acting through a proxy, then, in addition to meeting the conditions described above, the exit declaration is only valid if the power of attorney given by the shareholder expressly includes the making of the exit declaration. The powers of attorney will be checked for this requirement by the Board of Directors on site. (vi) In case of private individual shareholders, the shareholder shall also enclose a certificate of the historical cost of the shares in order to determine the tax deductible from the price payable for the shares. The honoured Shareholders are reminded that the declaration sent/submitted/delivered will only be accepted as a valid exit declaration if the shareholder fully complied with the above obligations, otherwise, the declaration is invalid and will be deemed not to have been made and as if the shareholder concerned wished to remain a shareholder of the successor company. If the General Meeting decides on the transformation and the Court of Registration records the same, then 4iG Plc. will notify the entity keeping the securities account that it has become entitled to request the transfer of the securities blocked in its favour, and the entity keeping the securities account is obligated to transfer the shares to 4iG Plc's securities account. If the General Meeting does not authorize the transformation or the transformation is not registered by the Court of Registration, then 4iG Plc. shall notify the entity keeping the securities account within three (3) business days that the blocked securities can be released. Based on this notification, the entity keeping the securities shall release the blocked securities. The shares shall be transferred to 4iG Plc's securities account specified above as the company's treasury shares after the registration of the merger by the Court of Registration. After making the declaration, the shareholder shall not dispose of the shares concerned. 7

9 If the General Meeting does not approve the transformation, then 4iG Plc. shall return to the shareholder wishing to exit all the documents previously submitted by them. If, after the General Meeting's decision, the Court of Registration does not register the transformation, then 4iG Plc. shall return the ownership certificate and the transfer order to the shareholder or to the entity keeping the securities account within three (3) business days after receipt of the order of dismissal. Payment of the price of the shares: Current 4iG Shareholders who do not wish to participate in the merged (legal successor) company as a shareholder shall be paid from 4iG Plc's assets in consideration of their shares HUF 127 (that is one hundred and twenty-seven forints) pursuant to Subsection (3) of Section 6 of the Átv. for each of their shares issued by 4iG Plc with a nominal value of HUF 100 that is one hundred forints (ISIN: HU ) in respect of which they made a declaration to 4iG Plc. and fully satisfied the requirements set out in this notice and which shares have been transferred to the securities account of 4iG Plc. This amount shall be paid to the shareholders who do not wish to participate in the merged company as shareholders within sixty (60) days after the registration of the merger by the Court of Registration by bank transfer to the bank account/customer account specified in their relevant declaration. The honoured private individual shareholders are kindly advised that the payment agent must apply tax deduction in accordance with the currently effective tax laws. If the shareholder does not certify the historical cost of the share, then 4iG Plc. will regard the total price payable as the income withdrawn from the business. The Honoured Shareholders are kindly asked to familiarize themselves with the relevant tax laws before making the declaration. VI. THE REASONS FOR AND THE MANNER OF RESTRUCTURING THE CAPITAL Pursuant to the requirement in Act C of 2000 on Accounting, the draft balance sheet of the company to be established by merger may only contain positive amounts of subscribed capital, capital surplus, retained earnings and/or tied-up reserves in the line of equity capital. In order to restructure the capital of the Successor Company established by merger, its negative retained earnings of HUF 269,572,309 (that is two hundred and sixty-nine million five hundred and seventy-two thousand three hundred and nine forints) will be posted against the capital reserve. VII. OTHER CIRCUMSTANCES RELATING TO THE TRANSFORMATION VII.1. The draft balance of assets of the companies involved in the merger will be prepared using the methods to be applied to balance sheets according to the Accounting Act and in the breakdown set forth in the Accounting Act providing that the legal entity being transformed does not wish to revalue the assets and liabilities presented in its balance sheet prepared in accordance with the Accounting Act. VII.2. There are no supervisory boards and trade unions at the Target Companies. The Supervisory Board of 4iG Plc. has approved the transformation and there is no trade union at the company. 8

10 VII.3. Regarding that all the equity of the Target Companies is owned by 4iG Plc, the Company's subscribed capital will not be changed by the merger. The identity and the mandate period of the executive officers (Board members, Audit Committee members) and the auditor will not change. VII.4. No new shareholders will join 4iG Plc. upon the transformation. VII.5. The shareholders of 4iG Plc. do not have to make any additional capital contribution in connection with the transformation. VII.6. The transformation complies with the conditions set forth in paragraph c) of Point 23/a of Section 4 of Act LXXXI of 1996 on Corporate Tax and Dividend Tax ("Corporate Tax Act") (privileged transformation) because both the legal predecessors and successors involved in the transformation are business companies and they are merging with the sole member of the one-person companies. In connection with the privileged transformation, the Successor Company makes the following commitments pursuant to Subsection (10) of Section 16 of the Corporate Tax Act which commitments will also be included in the Articles of Association: a) The Successor Company will separately record the assets and liabilities transferred from the Target Companies. The Successor Company's records include the historical cost, the book value and the calculated recorded value of the assets transferred from the Target Companies as recognized on the date of merger as well as the items modifying the corporate income tax base after the transformation connected with the asset concerned. b) With respect to the transferred assets, the Successor Company will determine its corporate income tax base as if the transformation had not taken place. VIII. THE DRAFT OF THE MERGER AGREEMENT "MERGER AGREEMENT Made by and between Axis Rendszerház Informatikai Fejlesztő és Tanácsadó Korlátolt Felelősségű Társaság (seat: H-1037 Budapest, Montevideo Street 8.; registry and reg. number: Budapest Metropolitan Court as Court of Registration, ; tax no.: ; statistical code: , represented by Managing Directors Gábor Radó and Péter Farkas with joint signature rights), as merging legal predecessor company (hereinafter: "Legal Predecessor1" or Target Company1"), HUMANsoft Elektronikai Korlátolt Felelősségű Társaság (seat: H-1037 Budapest, Montevideo Street 8.; companies registry and reg. number: Budapest Metropolitan Court as Court of Registration, ; tax number: ; statistical code: , represented by: Gábor Radó and Péter Farkas managing directors with joint signature rights), as merging legal predecessor company (hereinafter: Legal Predecessor2 or Target Company2 ), Mensor3D Korlátolt Felelősségű Társaság (seat: H-1037 Budapest, Montevideo Street 8.; companies registry and reg. number: Budapest Metropolitan Court as Court of Registration, ; tax number: ; statistical code: represented by: Gábor Radó and 9

11 Péter Farkas managing directors with joint signature rights), as merging legal predecessor company (hereinafter: Legal Predecessor3 or Target Company3 ), (Target Company1, Target Company2 and Target Company3 hereinafter together referred to as: Target Companies ), and 4iG Public Limited Company (seat: H-1037 Budapest, Montevideo Street 8.; companies registry and reg. number: Budapest Metropolitan Court as Court of ; tax number: ; statistical code: , represented by: Jászai Gellért Chairperson of the Board of Directors with independent signature right, hereinafter: Acquiring Company or Successor Company or 4iG Plc. ), the Target Companies and the Acquiring Company hereinafter together referred to as: "the Parties" or "Contracting Parties"), 1. The Parties agree that the Target Companies are solely owned by the Acquiring Company: Target Company1 and Target Company2 directly, and Target Company3 indirectly through Target Company2; and the Target Companies are consolidated subsidiaries of the Acquiring Company. The Contracting Parties agree to merge which is implemented in the form of merger with acquisition. After the termination of the Target Companies, their assets as a whole are transferred to the Acquiring Company as their general legal successor. The Contracting Parties declare that no permission is required from the Hungarian Competition Authority because the conditions set forth in Act LVII of 1996 do not apply. 2. The successor company established through the merger legal form: public limited company Company name: 4iG Public Limited Company abbreviated name: 4iG Plc. seat: H-1037 Budapest, Montevideo Street Date of approval of the Articles of Association of the Successor Company: 13 December According to the draft balance sheets, the assets of the individual merging companies are as follows: 4.1. The total assets of Axis Rendszerház Informatikai Fejlesztő és Tanácsadó Korlátolt Felelősségű Társaság are valued at HUF 714,414,406, that is seven hundred and fourteen million four hundred and fourteen thousand four hundred and six forints, consisting of subscribed capital (equity capital) of HUF 39,600,000, that is thirty-nine million six hundred thousand forints, while other assets in excess of the subscribed capital amount to HUF 674,814,406, that is six hundred and seventy-four million eight hundred and fourteen thousand four hundred six forints. The subscribed capital entirely consists of cash contribution. The Company s equity capital shall be HUF 306,363,606 that is three hundred and six million three hundred and sixty-three thousand six hundred and six forints The total assets of HUMANsoft Elektronikai Korlátolt Felelősségű Társaság are valued at HUF 5,112,219,769, that is five billion one hundred and twelve million two hundred and nineteen thousand seven hundred and sixty-nine forints, consisting of subscribed capital 10

12 (equity capital) of HUF 34,000,000, that is thirty-four million HUF, while other assets in excess of the subscribed capital amount to HUF 5,078,219,769, that is five billion seventyeight million two hundred and nineteen thousand seven hundred and sixty nine forints. The subscribed capital entirely consists of cash contribution. The Company s equity capital amounts to HUF 908,198,497 that is nine hundred and eight million one hundred and ninetyeight thousand four hundred and ninety-seven forints The total assets of Mensor3D Korlátolt Felelősségű Társaság are valued at HUF 99,414,363, that ninety-nine million four hundred and fourteen thousand-three hundred sixty three forints, of which the subscribed capital (equity capital) is valued at HUF 171,000,000, that is one hundred and seventy-one million forints, while the other assets in excess of the subscribed capital has a negative value of -71,585,637HUF, that is minus seventy-one million five hundred and eighty-five thousand six hundred and thirty-seven forints. The subscribed capital entirely consists of cash contribution. The Company s equity capital amounts to HUF 96,534,886 that is ninety-six million five hundred and thirty-four thousand eight hundred and eighty-six forints. The Target Company's draft balance of assets and inventory of assets and the auditors report made on them are attached to the Transformation (Merger) Plan as well as to this Agreement (Annexes 1 to 3) The total assets of 4iG Plc. are valued at HUF 3,101,583,130, that is three billion one hundred and one million five hundred and eighty-three thousand one hundred and thirty forints, of which the subscribed capital (share capital) is valued at HUF 1,880,000,000, that is one billion-eight hundred and eighty million forints, while other assets in excess of the subscribed capital amount to HUF 1,221,583,130, that is one billion two hundred and twenty-one million five hundred and eighty-three thousand one hundred and thirty forints. The subscribed capital consists of HUF 555,000,000, that is five hundred and fifty-five million forints cash contribution, and HUF 1,325,000,000, that is one billion three hundred and twenty-five million forints in-kind contribution. The Company s equity capital is HUF 2,389,276,350 that is two billion three hundred and eighty-nine million two hundred and seventy-six thousand three hundred and fifty forints. 5. The total assets of the Acquiring Company (4iG Plc.) after the merger will be HUF 7,230,944,968, that is seven billion two hundred and thirty million-nine hundred and forty-four thousand nine hundred sixty eight forints, consisting of subscribed capital (share capital) of HUF 1,880,000,000, that is one billion eight hundred and eighty million forints, while other assets in excess of the subscribed capital will amount to HUF 5,350,944,968, that is five billion three hundred and fifty million nine hundred and forty-four thousand nine hundred and sixty eight forints. The subscribed capital consists of HUF 555,000,000, that is five hundred and fifty-five million forints cash contribution, and HUF 1,325,000,000, that is one billion three hundred and twenty-five million forints in-kind contribution. The Company s equity capital is HUF 2,325,437,343 that is two billion three hundred and twenty-five million four hundred and thirty-seven thousand three hundred and forty-three forints. The draft balance of assets and inventory of assets of 4iG Plc before and after the merger and the auditors report made on them as well as the Audit Committee's Report are attached to the Transformation (Merger) Plan as well as to this Agreement as Annex 4. 11

13 The share of the Acquiring Company's shareholders in the Company's assets will remain unchanged compared with the pre-merger situation. The shareholders do not have to make any additional capital contribution with respect to the merger. 6. Shareholders not wishing to participate in the Acquiring Company shall be entitled to the following share in the Company's assets: pursuant to Section 6 of Act CLXXVI of 2013 on the transformation, merger and demerger of certain legal entities, in consideration of their shares, HUF 127 (that is one hundred and twenty-seven forints) shall be paid out of 4iG Plc's assets for each share issued by 4iG Plc with a nominal value of HUF 100 that is one hundred forints (ISIN: HU ) in respect of which they made a declaration to 4iG Plc. and fully satisfied the requirements set out in the notice published of this General Meeting proposal and which shares have been transferred to the securities account of 4iG Plc. This amount shall be paid to the shareholders who do not wish to participate in the merged company as shareholders within sixty (60) days after the registration of the merger by the Court of Registration by bank transfer to the bank account/customer account specified in their relevant declaration. 7. The draft amendment of the Articles of Association of the Acquiring Company constitutes an inseparable Annex 5 of this Merger Agreement, and the Contracting Parties accept it binding on themselves after the agreement on the merger. 8. The name and the mandate period of the executive officers of the business company established by the merger (4iG Plc) did not change as a result of the merger, accordingly: Members of the Board of Directors: Gellért Jászai (mother s name: Margit Nagy; date of birth: 17 June 1974.; address: H-1021 Budapest, Napraforgó Street 7.) Aladin Ádám Linczényi (mother s name: Julianna Bernáth; date of birth: 6 June 1979.; address: H-1141 Budapest, Jeszenák János Street 25.), Béla Zsolt Tóth (mother s name: Ibolya Mária Rapcsák; date of birth: 25 December 1970; address: H-2111 Szada, Székely Bertalan Road 25.), and Béla Zibriczki (mother s name: Katalin Nagy; date of birth: 15 March 1974.; address: H-2120 Dunakeszi, Huszt Street 6.) Duration of mandate: Indefinite period starting on 26 July Members of the Supervisory Board: Zoltán Simon (mother s name: Julianna Kiss; address: H-1033 Budapest, Huszti Road 21. 5/45), János Tima (mother s name: Zsuzsanna Tóth; address: H-8087 Alcsútdoboz, Szabadság Street 9.) and Zsuzsanna Ódorné Angyal (mother s name: Zsuzsanna Deme; address: H-2191 Bag, Jókai Street 44/A.) Duration of mandate: Indefinite period starting on 26 July The Auditor: INTERAUDITOR Neuner, Henzl, Honti Tanácsadó Korlátolt Felelősségű Társaság (seat: H Budapest, Vörösmarty Street 16-18, Building A, Ground Floor 1/F, companies registry location, registration number: the Court of Registration of the Budapest Metropolitan Court, , tax number: , Chamber registration number: ; Financial institution certification number: T /94, the audit responsible in person: Zsuzsanna 12

14 Freiszberger (mother's name at birth: Rózsa Mária Böczkös, home address: H-2440 Százhalombatta, Rózsa Street 7., auditor's licence number: ). Duration of the mandate: from 01 May 2018 till 30 April The Parties state that they are business companies duly registered in Hungary and that they are not restricted in making legal representations. 10. The Parties hereby give a power of attorney to KERTÉSZ AND PARTNERS LAW OFFICE (seat: H-1062 Budapest, Andrássy Road 59.; proceeding attorney: dr. József Tamás Kertész attorney, head of the office; Bar ID number: ) to prepare and countersign this agreement and proceed before the Court of Registration in connection with it and to represent them in the proceedings before the Court of Registration with full authorization specified in the Act on Attorneys at Law. The Parties declare that this Agreement shall also serve as a power of attorney and an attorney's brief. The proceeding attorney at law declares that he has identified the client before countersigning this agreement. 11. The Parties agree that they shall solely pay all costs and fees incurred by them in relation to the merger, respectively. The Parties agree and expressly declare that the merger by acquisition subject to this agreement qualifies as a privileged transformation pursuant to point 23a of Section 4 of the Corporate Tax Act, regarding that a.) the merger by acquisition contemplated by this agreement only involves companies qualified pursuant to point 32a of Section 4 of the Corporate Tax Act; and b.) the Acquiring Company is the sole owner of Target Company1 and Target Company2 directly, and of Target Company3 indirectly through Target Company2; c.) as a result of the merger by acquisition covered by this agreement as a legal transaction, the member or shareholder of the legal predecessor will acquire a share in the legal successor by means of transformation, merger or de-merger and funds not exceeding 10 percent of the aggregate nominal value of the acquired shareholding (or if no nominal value is determined, the value determined in proportion with the subscribed capital); d.) the transformation contemplated by this agreement is justified by real economic and business reasons. 12. Pursuant to Subsection (10) of Section 16 of the Corporate Tax Act, the Acquiring Company as the legal successor undertakes to determine its tax base in relation to the assets and liabilities transferred from the Target Companies as the legal predecessors so as to comply with the provisions in Subsection (11) of Section 16 of the Corporate Tax Act i.e. "The Successor Company shall determine its tax base, by adjusting its pre-tax profit, in such manner as if the demerger combined with merger had not taken place taking into consideration the assets and liabilities transferred from the legal predecessor after the transformation, merger or demerger (including provisions and accruals). The legal successor shall record the revalued assets and liabilities separately, such records to include the historical cost, book value, calculated book value recorded by the predecessor company at the date of the transformation, merger or demerger as well as the amount of the adjustment to the pre-tax profit accounted for on the basis of the assets and liabilities after the transformation, merger or demerger." 13. In case of any issues not expressly regulated in this Agreement, the Parties agree to act in 13

15 accordance with the provisions of Act V of 2013 on the Civil Code as well as the provisions of Act CLXXVI of 2013 on the transformation, merger and demerger of certain legal entities. 14. Following perusal and interpretation, Parties signed this contract in approval as one being in accordance with their will acting through their duly authorized representatives at the date and place written below. THE FOLLOWING PAGE CONTAINS THE SIGNATURES OF THE PARTIES AND THE COUNTERSIGNATURE OF THE ATTORNEY I the undersigned hereby countersign this document in accordance with Subsection (1) of Section 43 of Act LXXVIII of 2017 on Attorneys-at-law ('Attorneys Act'). Place and date of countersigning: Budapest, the 13th of November 2018 Pursuant to Section 44 of the Attorneys Act, by countersigning this document I certify that the document is in line with the intentions of signing party/parties as well as with the relevant laws, and that the documents were signed personally by the signatories before my authorized representative pursuant to paragraph a) of Subsection (3) of Section 44 of the Attorneys Act. KERTÉSZ AND PARTNERS LAW OFFICE dr. József Tamás Kertész attorney at law, Partner, Bar ID number: address, phone, fax: H-1062 Budapest, Andrássy Road 59., ,

16 Annexes: Annexes 1-3: The auditor's report on the draft balances of assets and inventories of assets of the Target Companies. Annex 4: The auditor's report on the draft balance of assets and inventory of assets of the Acquiring Company (before the transformation) and the draft balance of assets and inventory of assets of the Successor Company created through the Merger and the auditor s report and the Audit Committee's report on these drafts. Annex 5: Amendment to the Successor Company's Articles of Association, draft amended and restated Articles of Association. Annex 6: Declaration of the shareholder intending to exit 15

17 Annex 1: The auditor's report on the draft balance of assets and inventory of assets of Target Company1 16

18 Annex 2: The auditor's report on the draft balance of assets and inventory of assets of Target Company2 17

19 Annex 3: The auditor's report on the draft balance of assets and inventory of assets of Target Company3 18

20 Annex 4: The auditor's report on the draft balance of assets and inventory of assets of the Acquiring Company (before the transformation) and the draft balance of assets and inventory of assets of the Successor Company created through the Merger and the auditor s report and the Audit Committee's report on these drafts. 19

21 Annex 5: Amendment to the Successor Company's Articles of Association, draft amended and restated Articles of Association. AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF 4IG PUBLIC LIMITED COMPANY 20

22 These amended and restated Articles of Association was made on the basis of the General Meeting Resolutions made on 26 July December 2018 deleted texts are marked by strikethrough while newly inserted texts shall be marked by italic, underline, bold typeface. 1. INTRODUCTORY PROVISIONS 1.1. FreeSoft Szoftverfejlesztő és Számítástechnikai Szolgáltató Részvénytársaság (the Company) was established on 8 January 1995 and was registered on 2 March 1995 at the Pest County Court as Company Register under company registration number Pursuant to the order No /12, dated 2 April 2004, of the Capital Court of Budapest as Company Register, becoming competent as a result of the change of the Company's registered office, the Company is the legal successor of the acquired FreeSoft Ltd Pursuant to the provisions of Act V of 2013 on the Civil Code ( Civil Code ) and Act CLXXVI of 2013 on the transformation, merger and demerger of certain legal entities, the Company merges with Axis Rendszerház Informatikai Fejlesztő és Tanácsadó Korlátolt Felelősségű Társaság (seat: H-1037 Budapest, Montevideo Street 8.; registered with the Court of Registration of the Budapest Metropolitan Court, reg. no , Target Company1 ), HUMANsoft Elektronikai Korlátolt Felelősségű Társaság (seat: H-1037 Budapest, Montevideo Street 8.; registered with the Court of Registration of the Budapest Metropolitan Court, reg. no ; Target Company2 ), and Mensor3D Korlátolt Felelősségű Társaság (seat: H-1037 Budapest, Montevideo Street 8.; registered with the Court of Registration of the Budapest Metropolitan Court, reg. no , Target Company3 ), in such manner that (Target Company1, Target Company2 and Target Company3 (Target Company1, Target Company2 and Target Company3 hereinafter together referred to as: Target Companies ) merge into the Company. The merger was initiated by the Company's shareholders in General Meeting Resolutions, as well as by the Target Companies in their Founders' resolutions on 13 December The Articles of Association replacing the previous deed of foundation was accepted by the Company on 25 April 2004 and was modified by the General Meeting on several occasions. This amendment to the Articles of Association in a consolidated structure was prepared based on the resolution of the General Meeting dated 26 July December 2018 and on the provisions of the regulations of the new Act V of 2013 on the Civil Code (hereinafter referred to as: the Civil Code) The Company is founded for an indefinite period. 2. NAME AND REGISTERED SEAT OF THE COMPANY 2.1. Name of the Company: 4iG Public Limited Company Short name of the Company: 21

23 4iG Plc Registered seat of the Company: H-1037 Budapest, Montevideo Street Branch office(s) of the Company: H-8000 Székesfehérvár, Seregélyesi Road 96. H-8230 Balatonfüred, Fürdő Street 17/B. 3. SCOPE OF ACTIVITIES OF THE COMPANY: 3.1. The Company's scope of activity as per the Standardized Sectoral Classificatory System of Economic Activities (TEÁOR 08 denominations) is as follows: 2620 '08 Manufacturing of computers, peripheral units 2823 '08 Manufacturing of business machines (except for: computers and peripheral units) 3320 '08 Installation of industrial machines 4651 '08 Wholesale of computers, computer peripheral equipment and software '08 Non-specialised wholesale trade services Retail sale of computers, peripheral units and software in specialised stores 4742 '08 Retail of telecommunication products 5811 '08 Book publishing 5812 '08 Publishing of directories and mailing lists 5821 '08 Publishing of computer games 5829 '08 Other software publishing 6201 '08 Computer programming activities 6203 '08 Computer facilities management activities 6209 '08 Other information technology and computed service (main activity) 6311 '08 Data processing, web-hosting and related activities 6312 '08 Web portals 6420 '08 Services of holding companies 6920 '08 Accounting, auditing and tax consultancy 7021 '08 Public relations and communication services 7022 '08 Business and other management consulting services 7219 '08 Research and experimental development services in other natural sciences and engineering 7490 '08 Other professional, scientific and technical activities n.e.c '08 Other human resources provision services 8532 '08 Technical and vocational secondary education services 8551 '08 Sports and recreation education services 8552 '08 Cultural education services 8559 '08 Other education n.e.c '08 Educational support services 9511 '08 Repair services of computers and peripheral equipment 22

24 4. SHARE CAPITAL, SHARES 4.1. The Company s share capital amounts to HUF 1,880,000,000 i.e. one billion eight hundred and eighty million forints, of which HUF 555,000,000 i.e. five hundred and fifty-five million forints is cash and HUF 1,325,000,000 i.e. one billion three hundred and twenty-five million forints is contribution in kind. 4.2 The share capital is distributed to 18,800,000 units of ordinary, type "A" dematerialised registered shares with a nominal value of HUF 100 each. All shares carry the same rights and obligations in every respect. All shares provide identical shareholders' rights The List of non-cash contributions for the Company includes the list of the objects handed over to the Company as non-pecuniary contribution at the closed capital increase done on the basis of General Meeting Resolution No 3/2003. (07.30.). The value of the non-pecuniary contribution was ascertained on the basis of the evaluation of the Gyimesi and Partner Könyvvizsgáló és Tanácsadó Ltd. (Gyimesi and Partner Audit and Consultancy Ltd.) (H-1037 Budapest, Máramaros Road 64/b, registration number at the Chamber: , appointed auditor: Katalin Kötcseiné Gyimesi, 1037 Budapest, Máramaros Road 64/b, registration number at the Chamber: ). The List of non-cash contributions for the Company includes that the objects of the non-pecuniary contribution were accepted by Shareholders and by the Company in the amount indicated therein The non-pecuniary contribution handed over to the Company on 27 October 2007 is the share in the HUMANsoft Elektronikai Ltd. having a nominal value of HUF 32,250,000 and ensuring 100 (hundred) percent membership rights. Evaluation of the non-pecuniary contribution is included in the auditor s report attached to the Articles of Association and including the description of the evaluation criteria applied by the independent auditor Kunits Könyvszakértő Limited Partnership (H-2093 Budajenő, Szitakötő Street 3., company registration number: , registration number: ) and auditor Péter Kunits (registration number: ) acting in representation thereof. The Board of Directors of the Company and Antal Illés and Csilla Illésné Szabad providing the contribution have set the contribution value of the non-pecuniary contribution, to a value lower than that established by the independent auditor, to HUF 887,500, The non-pecuniary contribution handed over to the Company on 14 April 2008 is the share in the Banksoft Számítástechnikai Rendszerfejlesztő Ltd. having a nominal value of HUF 9,000,000 and ensuring 100 (hundred) percent membership rights. Evaluation of the non-pecuniary contribution is included in the auditor s report attached to the Articles of Association and including the description of the evaluation criteria applied by the independent auditor Kunits Könyvszakértő Limited Partnership (H-2093 Budajenő, Szitakötő Street 3., company registration number: , registration number: ) and auditor Péter Kunits (registration number: ) acting in representation thereof. The General Meeting of the Company and Ferenc Román, Mónika Anett Román and Tímea Román providing the contribution have set the contribution value of the non-pecuniary contribution, to a value lower than that established by the independent auditor, to HUF 324,000,

25 4.4. The List of In-kind Contribution Items contains the fact that the goodwill, presented as revaluation difference in the Balance Sheet of FreeSoft Ltd. taken over by the Company amounting to HUF 722,686,000, is recorded separately in the assets of both the acquired company and the legal successor established through the merger Making the capital contribution Shares issued upon the establishment of the Company were subscribed against cash, and subscribed capital at the date of establishment represented a share capital of HUF 60,000,000 made up of 60 pieces of shares with HUF 1,000,000 nominal value each Share capital of the Company increased to HUF 1,050,000,000 with the closed capital increase done on the basis of General Meeting Resolution No. 3/2003 (07.30.) and consists of 1,050,000 pcs of common shares having a nominal value of HUF 1,000 each. Members to the Company paid the consideration thereof or made it available to the Company In line with paragraph (11) of Section 16 of Act LXXXI of 1996, the Company undertakes to record separately the goodwill presented as revaluation difference in the final inventory of assets and liabilities prepared with regard to the merger effected on the basis of General Meeting resolution No. 9/2003. (07.30.), as well as to present in the records the book value stated at the predecessor as of the date of the transformation, the calculated recorded value together with the asset and the amount accounted for on the basis of the liabilities as adjustment to profit or loss before tax The Company increased its share capital with HUF 385,000,000 through a public listing in August 2004 as a result of which its share capital increased to HUF 1,435,000,000 representing 1,435,000 pieces of dematerialised registered ordinary shares of the series A with HUF 1,000 nominal value each. The issue price of the new shares is 180% of the nominal value, shareholders are to make the consideration for the new shares available to the Company in accordance with the relevant General Meeting Resolution Share capital of the Company increased to HUF 1,790,000,000 with the closed capital increase done on the basis of Resolution No. 3/2007 (10.27.) of the Board of Directors and consists of 1,790,000 pcs of common shares having a nominal value of HUF 1,000 each. Increase of the share capital was done with non-pecuniary contribution subject matter of which, the share in the HUMANsoft Elektronikai Ltd. with a nominal value of 32,250,000 HUF and ensuring 100 (hundred) percent membership rights, was made available to the Company by those providing the non-cash contribution Share capital of the Company increased to HUF 1,880,000,000 with the closed capital increase done on the basis of Resolution No. 5/2008 (04.14.) of the General Meeting and consists of 1,880,000 pcs of common shares having a nominal value of HUF 1,000 each. Increase of the share capital was done with non-pecuniary contribution subject matter of which, the share in the Banksoft Számítástechnikai Rendszerfejlesztő Ltd. with a nominal value of HUF 9,000,000 and ensuring 100 (hundred) percent membership rights, was made available to the Company by those providing the noncash contribution. 24