Merger of Avenga Sarl into Avenga Holding

Notice

pursuant to Section 33 (1) (b) of Act No. 125/2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended (hereinafter also referred to as the “Act on Transformations”)

Company Avenga Holding s.r.o., a limited liability company incorporated under the laws of the Czech Republic, with its registered office at Vinohradská 1511/230, Strašnice, 100 00 Prague 10, Czech Republic, Identification No.: 199 30 372, registered in the Commercial Register maintained by the Municipal Court in Prague under file number C 393977 (hereinafter also referred to as “Avenga Holding s.r.o.” or the “Acquiring Company” or simply the “Company“)

in the matter of the transformation according to the merger proposal by acquisition dated ……………. 2024 by the participating companies – namely Avenga Holding S.à.r.l. (société à responsabilité limitée, a private limited company corresponding to a Czech společnost s ručením omezeným, a private limited liability company in accordance with the Directive), incorporated under the laws of Luxembourg, with its registered office in Luxembourg, Grand Duchy of Luxembourg, and with office address at 63-65, rue de Merl L-2146 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register(hereinafter also referred to as “Avenga Holding S.à.r.l.” or the “Disappearing Company“), on one side as the disappearing company, and Avenga Holding s.r.o. on the other side as the acquiring company (the Disappearing Company and the Acquiring Company hereinafter collectively referred to as the “Participating Companies” or individually as a “Participating Company“), as worded in the version to be published pursuant to Section 33 of the Act on Transformations (hereinafter also referred to as the “Proposal”), based on which the Disappearing Company will be dissolved without liquidation, and its assets will be transferred to the Acquiring Company, which will assume the legal position of the Disappearing Company unless otherwise stipulated by law (hereinafter also referred to as the “Merger“), herebystates the following:

notice to creditors, employee representatives, employees, and shareholders of the Company regarding their rights pursuant to the Act on Transformations

PART 1

NOTICE TO CREDITORS

A/ Registration of outstanding claims

1. Creditors of the Participating Companies may request adequate security if the recoverability of their outstanding claims, arising from obligations incurred before the publication of the Proposal under Section 33 of the Act on Transformations, is adversely affected by the Merger; this also applies similarly to future or contingent claims.

2. If no agreement is reached between the creditor and the Participating Company regarding the method of securing the claim, the court shall establish adequate security upon the creditor’s request, provided the creditor demonstrates facts indicating that the Merger will adversely affect the recoverability of their claim. The court will establish adequate security at its discretion, considering the type and amount of the claim.

3. The court shall issue a decision by a ruling regarding the establishment of adequate security. The effects of the security will take effect no earlier than the date when the entry of the Merger in the Commercial Register becomes effective against third parties.

4. The right to adequate security must be asserted in court within 3 months from the publication of the Proposal under Section 33 of the Act on Transformations, otherwise it will expire. The filing of the request does not prevent the registration of the Merger in the Commercial Register.

5. The right to receive adequate security is not granted to creditors

a. who have the right to preferential satisfaction of their claims in insolvency proceedings, or

b. who are considered secured creditors for the purposes of insolvency proceedings.

B/ Rights of Bondholders, Warrantholders, and Holders of Other Non-Share Participatory Securities

The Company declares that it has not issued any bonds, warrants, or other participatory securities, and therefore there is no need to notify their holders of rights pursuant to Section 37 of the Act on Transformations.

C/ Obligation of the Recipient of State Aid

The Company is not a recipient of state aid, grants, repayable financial assistance, or investment incentives, and therefore was not required to notify the provider of the support about the commencement of the Merger preparation.

PART 2

NOTICE TO EMPLOYEE REPRESENTATIVES, AND, WHERE APPLICABLE, EMPLOYEES

The Company does not have any employees, so there is no need to notify them of their rights. However, out of caution, the Company specifies the rights that employees would be entitled to under the Act on Transformations if the Company did employ staff:

1. Employees of the Company have the right to review the Proposal and the reports on the cross-border transformation according to Section 59p of the Act on Transformations and to provide written comments on them.

2. If a trade union organization operates within the Company, it has the right to provide written comments on the cross-border transformation proposal and the reports on the cross-border transformation, if required. The same right also applies to other employee representatives, or if there are none, directly to the employees. If there are multiple trade union organizations within the Company and they cannot agree on a unified position, each trade union organization has the right to submit written comments separately.

3. If the legal opinions are delivered to the Company’s registered office no later than 5 working days before the general meeting that is to approve the Merger, they must be attached to the report on the cross-border transformation, and shareholders must be allowed to review the legal opinions before voting on the approval of the Merger.

4. If multiple differing legal opinions are submitted or if some or all of the employee representatives mentioned in Section 59n (2) or (3) of the Act on Transformations have not provided a legal opinion, shareholders must be notified of this before voting on the approval of the Merger.

PART 3

NOTICE TO THE SHAREHOLDERS OF THE COMPANY

1. At least 1 month before the date of the general meeting of the Company at which the Merger is to be approved, the shareholders must be provided with the following documents:

a. the Proposal,

b. the financial statements of all Participating Companies for the last 3 financial years, if the Participating Company has existed for this period, or, if applicable, the financial statements of the legal predecessor, if the Participating Company had a legal predecessor, and the auditor’s reports on their verification, if required,

c. the final financial statements of all Participating Companies, the opening balance sheet of the Acquiring Company, and the auditor’s reports on their verification, if required,

d. the interim financial statements and the auditor’s report on their verification, or the semi-annual report under the Act on Capital Market Business, if required,

e. the joint report on the Merger, or all Merger reports of the Participating Companies, if required,

f. the expert report on the Merger, or all expert reports on the Merger of the Participating Companies, if required.

2. Along with the documents listed in paragraph 1), the Company will send a notice to the shareholders informing them that they have the right to review the expert’s opinion on the valuation of assets, if required, at the Company’s registered office.

3. If a shareholder has agreed that the Participating Company will use electronic means to provide information, copies of the documents mentioned in paragraph 1) may be sent to them electronically. Consent may be given in any manner that indicates this intention.

4. If requested by any shareholder, the Company shall, without undue delay, have the Proposal reviewed by a merger expert and submit it to the general meeting for approval or to the requesting shareholder for approval outside of the general meeting, without undue delay after it has been reviewed by the merger expert; the review will only be conducted for the Participating Company whose shareholder requested the review. Under this procedure, a general meeting to approve the Merger cannot be convened until the Proposal has been reviewed by the merger expert unless all other shareholders consent to it.

5. The Company has a sole shareholder, without whose consent to the Merger, exercised within the authority of the Company’s general meeting, the Merger cannot be implemented. As there is no change in the shareholding during the Merger, the right under Section 49a of the Act on Transformations cannot be applied. However, out of caution, the Company outlines the content of this right as follows:

The right under Section 49a of the Act on Transformations, i.e., the right to sell ones share in an Acquiring Company to that company if there is a significant change or changes in the assets of any of the Participating Companies in the period between the decisive date of the Merger and the registration of the Merger, which would justify a different exchange ratio of shares, applies to a person:

a. who was a shareholder of a Participating Company on the date of the Merger’s approval,

b. who voted against the approval of the Merger,

c. for whom the exchange ratio of the share worsened, and

d. who has not exercised shareholder rights in the Acquiring Company since the registration of the Merger in the Commercial Register, except for the right to exchange their share for a share in the Acquiring Company.

e. Every shareholder, who requests it, has the right to information concerning other Participating Companies, if it is important for the Merger, from the date of publication of the notice of the filing of the Proposal in the collection of documents according to Section 33(1)(b) of the Act on Transformations.

f. This notice will also be made available in accordance with Section 33(3) of the Act on Transformations on the Company’s website www.avenga.com.

PART 4

FURTHER NOTICE ON THE RIGHTS IN CROSS-BORDER TRANSFORMATION

1. Right to Submit Comments

Shareholders, creditors, and employee representatives, or employees if there are no employee representatives, are informed that they may submit comments on the Proposal to the Company, no later than 5 working days before the date of the general meeting that is to approve the Merger.

2. Statement of the Statutory Body on the Financial Situation

The Company, within the statutory deadline, has filed a statement from its statutory body accurately reflecting the financial situation of the Company, confirming that it is not aware of any facts that would prevent the Acquiring Company from being able to meet its debts or the debts transferred to it under the Proposal, when due after the Merger becomes effective.

3. Disclosure of the Merger Report

The Company is obliged to publish on its website or electronically make available to shareholders and employee representatives, or if there are none, directly to employees, the report on the cross-border transformation pursuant to Section 59p of the Act on Transformations, if required.

4. Informing the General Meeting of the Documents

Prior to the vote on the approval of the Merger, the Company’s statutory body shall inform the shareholders of:

a. the report on the cross-border transformation according to Section 59p of the Act on Transformations, if required,

b. the expert report on the cross-border transformation according to Section 59q of the Act on Transformations, if required,

c. the employees’ legal opinion on the report on the cross-border transformation according to Section 59o of the Act on Transformations, if delivered, and

d. the comments on the Proposal according to Section 59l(a) of the Act on Transformations, if delivered.

5. Informing of the Method and Extent of Employee Involvement

The shareholders of the Company are to be informed at the general meeting about the method and extent of employee involvement in the matters of the Acquiring Company. Therefore, if the Merger is approved, it is understood that the method of employee involvement is also approved. Under the Merger according to the Proposal, employees will not be involved in the matters of the Acquiring Company.

6. The Right to Withdraw from the Company

The Company has a sole shareholder, without whose consent to the Merger, exercised within the authority of the Company’s general meeting, the Merger cannot be implemented. Therefore, the right under Section 59r of the Act on Transformations cannot be applied. However, as a precaution, the Company states the content of this right:

a. The right to withdraw from the Company applies to any shareholder of the Company who disagreed with the Merger, provided that (i) they were a shareholder on the date the Merger was approved, and (ii) they voted against the approval of the Merger.

b. The shareholder must deliver their notice of withdrawal from the Company no later than 1 month from the date that the Merger was approved by the general meeting. If the Merger is approved outside the general meeting, and the withdrawal is not included in the notice of the shareholder’s dissent with the Merger according to Section 19 (2) and (3) of the Act on Transformations, this deadline begins from the date the shareholder learned of the decision based on the notice of voting results, in accordance with the law governing the legal relations of business corporations and cooperatives. The withdrawal cannot be revoked.

c. The notice of withdrawal must be in written form. No later than in the invitation to the general meeting that is to approve the Merger, the Company will specify an email address to which the notice of withdrawal may be sent in electronic form.

d. The settlement share is to be provided by the Acquiring Company in which the withdrawing shareholder would have acquired a share. The amount of the settlement share shall be determined at a level corresponding to the fair market value of the share and is to be paid in cash. The settlement share is payable within 2 months from the date of the registration of the Merger in the Commercial Register.

e. If the amount of the settlement share does not correspond to the fair market value of the share on the date of the Merger’s registration in the Commercial Register, the shareholders of the Company have the right to compensation in cash from the Acquiring Company. The provisions of Section 45 (1), second sentence, and Section 45 (2) to (4), as well as Sections 46, 48, and 49 of the Act on Transformations shall apply accordingly. The right to compensation must be claimed from the liable party no later than 6 months from the date the registration of the Merger becomes effective with respect to third parties; otherwise, it expires.

f. The provisions of Sections 161 to 163, Section 165, and Section 165a of the Act on Transformations shall apply accordingly.

In ________________________ on ____________________________________

On behalf of Avenga Holding s.r.o., the executive directors

___________________________________ ___________________________________

Ondřej Matuštík                                          David Emr

STATEMENT REGARDING FINANCIAL SITUATION

We, the undersigned, Michal Tománek, born on 19 August 1974, residing at Jeseniova 500/8, Žižkov, 130 00 Prague 3; Ondřej Matuštík, born on 18 August 1982, residing at house no. 749, 696 71 Blatnice pod Svatým Antonínkem; and David Emr, born on 14 June 1976, residing at Škrétova 1963/6, Předměstí, 412 01 Litoměřice,

as managing directors of the company Avenga Holding s.r.o., ID No.: 199 30 372, with its registered office at Vinohradská 1511/230, Strašnice, 100 00 Prague 10, registered in the
Commercial Register maintained by the Municipal Court in Prague under file number C 393977 (hereinafter referred to as “Avenga Holding s.r.o.”),

in accordance with Section 59l (b) of Act No. 125/2008 Coll., on the Transformations of Companies and Cooperatives, as amended, and

in connection with the transformation pursuant to the cross-border merger proposal by acquisition of the company Avenga Holding S.à r.l., with its registered office at 63-65, rue de Merl, L-2146, Luxembourg, Grand Duchy of Luxembourg, registered in the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés R.C.S. Luxembourg) under registration number B237726, on one side as the disappearing company (hereinafter referred to as the “Disappearing Company”), and the company Avenga Holding s.r.o., on the other side as the acquiring company (hereinafter referred to as the “Acquiring Company”), prepared on 4 November 2024 (hereinafter referred to as the “Merger Proposal”), under which the
Disappearing Company will be dissolved without liquidation, and its assets will be transferred to the Acquiring Company, which will assume the legal position of the Disappearing Company, unless otherwise stipulated by law (hereinafter referred to as the “Merger”),

we hereby declare that,

as of 7 October 2024, the Disappearing Company and the Acquiring Company show the following values (in CZK): Avenga Holding S.à r.l. Avenga Holding s.r.o. value of shares in subsidiary companies

for the sake of completeness, we state that the values of financial investments represent the respective accounting values of the shares owned by the companies in question and that the liabilities of the Disappearing Company constitute a significant portion of the liabilities to the Acquiring Company (CZK 208,505,458), which, in accordance with the Merger Proposal, will be extinguished.

We further declare that we are not aware of any circumstances that would prevent the Acquiring Company from being able to meet its debts or the debts that, according to the Merger Proposal, will be transferred to it from the Disappearing Company, upon the effectiveness of this cross-border transformation (Merger), at the time of their maturity.

These declarations are made as of the date of their signing, based on the information available to us and after conducting reasonable inquiries regarding the financial situation of the Disappearing Company and the Acquiring Company.

In Prague, on 4 November 2024

On behalf of Avenga Holding s.r.o.

            Signature: ________________________ Signature: ________________________

Name: Michal Tománek                Name: Ondřej Matuštík
Position: Managing Director        Position: Managing Director

Signature: ________________________
Name: David Emr
Position: Managing Director